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Home My WebLink About2023-09-28 Council Agenda PacketThursday, September 28, 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 09/28/2023 MK/MA 7-0 APPROVED AS AMENDED September 28, 2023City Council Meeting Agenda - Final THE FRESNO CITY COUNCIL WELCOMES YOU TO CITY COUNCIL CHAMBER, LOCATED IN CITY HALL, 2ND FLOOR, 2600 FRESNO STREET, FRESNO, CALIFORNIA 93721. PUBLIC PARTICIPATION – Public participation during Fresno City Council meetings is always encouraged and can occur in one of the two following ways: 1) Participate In Person: Council Chambers, City Hall, 2nd Floor, 2600 Fresno Street, Fresno, CA 93721 a) To speak during a City Council meeting in person: fill out a speaker card (available in the Council Chamber) and place it in the speaker card collection basket at the front of the Council Chamber. You may also approach the speaker podium upon the Council President’s call for public comment. 2) Participate Remotely via Zoom: https://fresno-gov.zoom.us/webinar/register/WN_4A0XHE9KQ6Kcj-YqYZycbA a) The above link will allow you to register in advance for remote participation in the meeting via the Zoom platform. After registering, you will receive a confirmation email containing additional details about joining the meeting. b) To speak during a City Council meeting while attending remotely: while in the Zoom application, click on the icon labeled “Participants” at the bottom of the screen. Then select “RaiseHand” at the bottom of the Participants window. Your digital hand will now be raised. You will be asked to “unmute” when your name is called to speak. You will not be visible via video and there will be no opportunity to share your screen. All public speakers will have up to 3 minutes to address Council pursuant to Rule No. 10 of the Rules of Procedure for the City Council of the City of Fresno (available in the City Clerk’s Office). SUBMIT DOCUMENTS / WRITTEN COMMENTS - Pursuant to Rule 11 (c) of the Rules of Procedure, no documents shall be accepted for Council review unless submitted to the City Clerk at least 24 hours prior to the Council Agenda item be heard. Documents / written comments related to an agenda item can be submitted by one of the following methods: 1) eComment – eComment allows the public to submit agenda related comments through a website prior to the meeting. Submitted comments are limited to 1440 characters and will be a part of the official record. Page 2 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final a) Submit an e-Comment by visiting https://fresno.legistar.com/Calendar.aspx and selecting the “eComment” link. b) e-Comment is available for use upon publication of the agenda and closes 24 hours prior to the meeting start time [pursuant to Rule 11(c)]. c) e-Comment is not permitted for Land use or CEQA items d) The e-Comment Electronic User Agreement can be viewed at: https://www.fresno.gov/cityclerk/ 2) E-mail – Agenda related documents and comments can be e-mailed to the Office of the City Clerk at least 24 hours prior to the agenda item being heard, pursuant to Rule 11(c). a) E-mail the Clerk’s Office at clerk@fresno.gov b) E-mails should include the agenda date, and the related agenda item number. VIEWING CITY COUNCIL MEETINGS (non-participatory) - For your convenience, there are several ways to view Fresno City Council meetings live: 1) City of Fresno website: https://fresno.legistar.com/Calendar.aspx (click “In Progress” to view the live meeting). 2) Community Media Access Collaborative website: https://cmac.tv/ 3) YouTube - City of Fresno Council, Boards and Commissions Channel: https://www.youtube.com/channel/UC3ld83D8QGn1YBDw6aD5dZA/videos 4) Facebook: https://www.facebook.com/FresnoCA/videos 5) Cable Television: Comcast Channel 96 and AT&T Channel 99 Should any of the five viewing methods listed above experience technical difficulties, the Council meeting will continue uninterrupted. Council meetings will only be paused to address verifiable technical difficulties for all users participating via Zoom or in the Council Chamber. The City of Fresno’s goal is to comply with the Americans with Disabilities Act (ADA). Anyone requiring reasonable ADA accommodations, including sign language interpreters, or other reasonable accommodations such as language translation, should contact the office of the City Clerk at (559) 621-7650 or clerk@fresno.gov. To help ensure availability of these services, you are advised to make your request a minimum of three business days prior to the scheduled meeting. Page 3 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final 9:07 A.M. ROLL CALL Invocation by Chaplain Kevin Llanos with the Police Chaplaincy Pledge of Allegiance to the Flag APPROVE AGENDA CEREMONIAL PRESENTATIONS Proclamation for “Roosevelt Strong Day”ID 23-1355 Sponsors:Councilmember Chavez and Office of Mayor & City Manager “Honoring Historically Black Colleges and Universities.ID 23-1344 Sponsors:Office of Mayor & City Manager ASE Blue Seal of Excellence Recognition to the Maintenance Division of the Department of Transportation ID 23-1316 Sponsors:Office of Mayor & City Manager Fresno Animal Center presents “Pet of the Month”ID 23-1303 Sponsors:Office of Mayor & City Manager COUNCILMEMBER REPORTS AND COMMENTS MAYOR/MANAGER REPORTS AND COMMENTS CITY CLERK AND CITY ATTORNEY REPORTS AND COMMENTS UNSCHEDULED COMMUNICATION PLEASE NOTE: UNSCHEDULED COMMUNICATION IS NOT SCHEDULED FOR A SPECIFIC TIME AND MAY BE HEARD ANY TIME DURING THE MEETING 1. CONSENT CALENDAR Approval of Minutes for September 14, 2023, Regular Meeting. ID 23-13911.-A. Sponsors:Office of the City Clerk Actions related to the Food & Beverage Concession ID 23-13751.-B. Page 4 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Agreement with SSP America, Inc. dba SSP America FAT, LLC, at Fresno Yosemite International Airport (FAT). (Council District 4) 1.Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the California Environmental Quality Act Guidelines; and 2.Approve a Food & Beverage Concessions Agreement (Agreement) with SSP America, Inc., dba SSP America FAT, LLC., for Food & Beverage Concessions at Fresno Yosemite International Airport for the term of fifteen (15) years. The amount of potential revenue generated by this Agreement is $816,436 annually, this includes $450,586 from percentage sales and $365,850 from space rent. Total anticipated revenue during the full term of the Agreement is approximately $12,246,540 plus annual CPI adjustments for space rent. Sponsors:Airports Department Actions related to the News & Convenience Concession Agreement with HG Fresno Concessionaires JV, at Fresno Yosemite International Airport (FAT). (Council District 4) 1.Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the California Environmental Quality Act Guidelines; and 2.Approve a News & Convenience Concessions Agreement (Agreement) with HG Fresno Concessionaires JV, for News & Convenience Concessions at Fresno Yosemite International Airport for the term of fifteen (15) years. The amount of potential revenue generated by this Agreement is $623,437 annually, this includes $461,617 from percentage sales and $161,820 from space rent. Total anticipated revenue during the full term of the Agreement is approximately $9,351,555 plus annual CPI adjustments for space rent. ID 23-13761.-C. Sponsors:Airports Department Actions pertaining to American Rescue Plan Act (ARPA) funding to Armenian Cultural Foundation (ACF) 1.Adopt a finding of Categorical Exemption pursuant to CEQA Guidelines Section 15301/Class 1 for proposed ID 23-13081.-D. Page 5 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final project pursuant to the California Environmental Quality Act (CEQA) 2.Approve an agreement with ACF allocating $150,000 in ARPA funding for capital improvement of the Garo and Alice Gurechian Armenian Cultural Center. Sponsors:Finance Department, Councilmember Bredefeld and Vice President Karbassi Actions pertaining to an agreement with Price Paige & Company, Certified Public Accountants, LLP for professional consulting services to support completion of monthly bank reconciliations for the 2022/23 fiscal year: 1.Affirm the City Manager’s determination that Price Paige & Company, Certified Public Acountants, LLP is uniquely qualified to provide services to assist with monthly bank reconciliations. 2.Approve an agreement with Price Paige & Company, Certified Public Accountants, LLP in an amount not to exceed $120,000 to provide assistance and consulting services to complete bank reconciliations for the 2022/23 fiscal year. ID 23-13891.-E. Sponsors:Finance Department Actions pertaining to the award of three Requirements Contracts for the purchase of radios, related equipment, and repairs with radio equipment manufacturers L3Harris Technologies, Inc., JVC Kenwood USA Corporation, and BK Technologies, Inc., for three years with two optional one-year extensions not-to-exceed the total aggregate amount of $1,500,000 per year plus annual CPI increases (Bid File 9675) ID 23-13311.-F. Sponsors:General Services Department Approve the award of a cooperative purchase agreement to PB Loader of Fresno, California, for the purchase of one Freightliner asphalt patch truck in the amount of $188,933 for the Department of Public Utilities ID 23-13331.-G. Sponsors:General Services Department Approve the award of a purchase contract to Pape Kenworth of Fresno, CA, for the purchase of three Kenworth T880 ID 23-13521.-H. Page 6 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final water trucks in the amount of $764,940 for the Department of Public Utilities and the Department of Public Works Sponsors:General Services Department Actions pertaining to the award of multiple general building and HVAC Job Order Contracting construction contracts for one year plus two one-year optional extensions not to exceed an annual aggregate total of $2,000,000 each (Bid File 12303112) (Citywide): 1.Adopt finding of a Categorical Exemption pursuant to Section 15301(d) Existing Facilities of the California Environmental Quality Act (CEQA) Guidelines. 2.Award Job Order Contracting contracts with Quincon, Inc., Exbon Development, Inc., Better Enterprises, Inc., Durham Construction Company, Inc., Puma Construction Company, Inc., Heritage General, Newton Construction & Management, Inc., Strategic Mechanical, Inc. and ACCO Engineered Systems, Inc. 3.Authorize the General Services Director or designee to sign all related documents. ID 23-14041.-I. Sponsors:General Services Department Approve the award of a cooperative purchase contract to Haaker Equipment Company Inc. of La Verne, California for the purchase of two Elgin CNG Broom Bear street sweepers in the amount of $1,173,353 for Public Works Street Maintenance Division. ID 23-14051.-J. Sponsors:General Services Department Approve the award of a purchase contract to Lenco Armored Vehicles of Pittsfield, Massachusetts, for the purchase of one Lenco BearCat armored tactical vehicle in the amount of $398,765 for the Police Department ID 23-13541.-K. Sponsors:General Services Department and Police Department Approve the Second Amendment to the Agreement between the City of Fresno and Community Media Access Collaborative (CMAC) to increase the per person per hour production rate to $85.00 per hour. ID 23-13531.-L. Page 7 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Sponsors:Information Services Department Approve the award of three requirement contracts for on-call technology support services and hardware, for three years with three optional one-year extensions in a total aggregate amount not to exceed $250,000 per year to (RFP# 12301307): 1.Alpha Omega, of Los Banos, California 2.AMS.NET Inc., of Livermore, California 3.Cook's Communications Corp., of Fresno, California ID 23-13491.-M. Sponsors:Information Services Department Approve the award of three requirement contracts for on-call technology support services, hardware and software configuration, for three years with three optional one-year extensions in a total aggregate amount not to exceed $500,000 per year to (RFP# 12301308): 1.AMS.NET Inc., of Livermore, California 2.ConvergeOne Inc., of San Francisco, California 3.22nd Century Technologies Inc., of Los Angeles, California ID 23-13501.-N. Sponsors:Information Services Department RESOLUTION - Authorizing Submission of Application to the California Public Utilities Commission for Federal Funding Account last mile broadband deployment in total amount of approximately $11,800,000 and authorize the City Manager or designee, to apply for grant funds and execute all related documents. ID 23-13771.-O. Sponsors:Information Services Department Actions Pertaining to a Requirements Contract for Logging Services for Camp Fresno and Camp Fresno Junior: 1.Adopt a finding of Categorical Exemption per staff determination pursuant to Section 15301/Class 1 and 15304/Class 4 of the California Environmental Quality Act (CEQA) Guidelines. 2.Approve the Award of a Requirements Contract to Arbor Pros LLC., for One-Year with Two Optional One-Year Extensions (Proposal No 12301339). ID 23-13781.-P. Page 8 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final 3.Authorize spending authority for logging services in an amount not to exceed $180,000 per year for a total of $540,000, with no minimum spending guarantee expressed or implied under any respective requirements contract. 4.Authorize the City Manager or designee to sign all related documents on behalf of the City. Sponsors:Parks, After School and Recreation and Community Services Department Actions pertaining to homeless services provided by Poverello House under the Homeless Housing, Assistance and Prevention (HHAP) Program and the Encampment Resolution Funding Round 2 (ERF-2R) Program: 1.Approve an agreement with Poverello House through June 30, 2025 to provide Encampment Resolution Fund homeless services in the total amount of $9,780,325.71. 2.Approve the first amendment to the agreement with Poverello House for Clarion Triage Center Emergency Shelter services reducing funding by $1,039,909.29 for a total amount of $1,760,088.19. ID 23-12281.-Q. Sponsors:Planning and Development Department Actions related to the acquisition of Travelodge Motel, located at 3876 North Blackstone Avenue (436-260-22) to facilitate the development of permanent affordable housing (District 4): 1.Adopt a finding of Categorical Exemption pursuant to Sections 15301/Class 1 and 15332/Class 32 of the California Environmental Quality Act (CEQA) Guidelines. 2.***RESOLUTION - Authorizing use of Encampment Resolution Funds for the acquisition of Travelodge Motel in an amount not to exceed $4,401,709.00 (Subject to Mayor’s veto). 3.Approve a month-to-month lease agreement for up to 12 months with Shiv Investments, Inc., for the Travelodge located at 3876 North Blackstone Avenue (436-260-22) for $1,000 per month effective upon execution and authorize the City Manager or designee to execute all contract related documents on behalf of the City. ID 23-13431.-R. Page 9 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Sponsors:Planning and Development Department Actions pertaining to homeless street outreach, assessment and mobile shower operations agreements provided under the Homeless Housing, Assistance, and Prevention (HHAP) program (Bid File 12302683): 1.Approve an Agreement for one-year with one optional one-year extension with Poverello House to conduct homeless street outreach and assessment in the annual amount of $379,738.00. 2.Approve an Agreement for one-year with one optional one-year extension with Gracebound to operate two mobile shower trailers in the annual amount of $300,000.00. ID 23-13861.-S. Sponsors:Planning and Development Department Actions pertaining to the Infill Infrastructure Grant - Catalytic Qualifying Infill Area (IIGC) Program 1.***RESOLUTION - Authorizing the City Manager to accept $43,733,136 in IIGC program award funds to the City of Fresno from the California Department of Housing and Community Development (HCD); and authorizing the City Manager, or designee, to sign all required implementing documents. (Subject to Mayor’s Veto) 2.***RESOLUTION - Adopting the 21st amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $43,733,136 from the IIGC Program awarded by HCD for capital improvement projects. (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) ID 23-13921.-T. Sponsors:Office of Mayor & City Manager, Planning and Development Department, Capital Projects Department, Department of Public Utilities and Public Works Department Actions pertaining to the 2024 Selective Traffic Enforcement Program (STEP) grant 1.Authorize the Chief of Police to accept $600,000 in grant funding for the 2024 STEP grant awarded to the Fresno Police Department from the National Highway Traffic Safety Administration (NHTSA) through the California Office of Traffic Safety (OTS) 2.Authorize the Chief of Police or his designee to execute ID 23-13591.-U. Page 10 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final the agreement, extensions and all related documentation applicable to the 2024 STEP grant 3.***RESOLUTION - Adopt the 16th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $450,000 for the Police Department’s STEP grant (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto). Sponsors:Police Department Actions pertaining to the Fresno Police Department Student Resource Officer (SRO) program. 1.Authorize the Chief of Police to enter into an agreement with Fresno County Superintendent of Schools (FCSS) to provide one Police Officer (Student Resource Officer) at .95 FTE, one sergeant at .15 FTE, one patrol vehicle lease cost, and administrative fees totaling $213,609 for one year, the officer will be housed at Violet Heintz Educational Academy. 2.***RESOLUTION - Adopt the 13th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $190,800 to fund one (1) FTE Police Officer (Student Resource Officer) for the FCSS contract, one patrol vehicle lease cost, and administrative fees. (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) 3.***RESOLUTION - Adopt the 3rd Amendment to Position Authorization Resolution (PAR) No. 2023-184, adding one FTE Police Officer position to the Fresno Police Department, assigned to the Violet Heintz Educational Academy. (Subject to Mayor's Veto) ID 23-13671.-V. Sponsors:Police Department Approve an agreement with the County of Fresno for the purpose of processing Fresno Police Department Arrestees at the Fresno County Jail at a rate of $33.55 per prisoner. ID 23-13851.-W. Sponsors:Police Department Actions pertaining to the FY24 Position Authorization Resolution No. 2023-184: 1: ***RESOLUTION - Adopt the 4th Amendment to Position Authorization Resolution (PAR) No. 2023-184, adding two (2) full-time positions in the Finance Department, two (2) full-time ID 23-13811.-X. Page 11 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final positions in the General Services Department, three (3) full-time positions in the Public Works Department, and three (3) full-time positions in the Transportation Department. (Subject to Mayor’s Veto). Sponsors:Personnel Services Department and Office of Mayor & City Manager Actions pertaining to Hiring Incentives and Referral Incentives for Qualified Police Officer Recruits, Lateral Police Officers, and Lateral Emergency Services Dispatcher II/IIIs: 1. ***Approve a Side Letter of Agreement with the Fresno Police Officers Association (FPOA), for Unit 4 - Non-Management Police, regarding Police Officer Lateral Hire and Referral Incentives and Police Officer Recruit Hire Incentives (Subject to Mayor’s Veto). 2. ***Approve a Side Letter of Agreement with the Fresno City Employees Association (FCEA), for Unit 3 - Non-Supervisory White Collar, regarding Emergency Services Dispatcher Lateral Hire and Referral Incentives (Subject to Mayor’s Veto). ID 23-13971.-Y. Sponsors:Personnel Services Department RESOLUTION - Approving the Final Map of Tract No. 6283, and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - located at the southeast corner of Fowler Avenue and Dakota Avenue (Council District 4) ID 23-13801.-Z. Sponsors:Public Works Department Actions pertaining to the Shaw Avenue Lighting Project (Bid File No. 12302722) (Council District 4): 1.Adopt a finding of Categorical Exemption per consultant determination, pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines 2.Award a construction contract in the amount of $649,865 to Power Design Electric of Kingsburg, California ID 23-13421. -AA. Sponsors:Capital Projects Department and Public Works Department Page 12 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Approve the Third Amendment to the Consultant Services Agreement with UltraSystems Environmental Inc. of Irvine, California extending the consultant’s performance period by one year to September 30, 2024, to continue professional environmental services and preparation of technical memos for the McKinley Avenue Widening Project between Marks Avenue and Hughes Avenue (Council District 3) ID 23-13991. -BB. Sponsors:Capital Projects Department and Public Works Department RESOLUTION - Adopt a resolution for dedicating a portion of City-owned property for the purpose of a Constructing Public Street Improvements for Veterans Boulevard Grade Separation Project In and Around the Veterans Overpass and Through the New Golden State Boulevard Realignment (Council District 2) ID 23-13011. -CC. Sponsors:Capital Projects Department and Public Works Department Actions pertaining to the Jensen Avenue Overlay Project between State Route 41 and Martin Luther King Jr. Boulevard (Bid File No. 12301728) (Council District 3): 1.Adopt a finding of Categorical Exemption per staff determination, pursuant to Sections 15301/Class 1, 15302/Class 2, 15303/Class 3, and 15304/Class 4 of the California Environmental Quality Act (CEQA) Guidelines 2.Award a construction contract in the amount of $2,219,535.45 to Granite Construction Company, of Fresno, California ID 23-13291. -DD. Sponsors:Capital Projects Department and Public Works Department Approve the First Amendment to the Consultant Services Agreement with RossDrulisCusenbery Architecture, Inc., of Sonoma, California in the amount of $2,951,601, for a total increased contract amount of $3,875,201 with a remaining contingency of $25,000 for professional architectural services for the design of plans and general construction contract documents for the Fresno Fire Department Regional Training Center (County of Fresno) ID 23-13451. -EE. Sponsors:Capital Projects Department and Fire Department Page 13 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Award a construction contract in the amount of $249,800 to MAG Engineering, Inc of Fresno, CA, as the lowest responsive and responsible bidder for the Demolition of Existing Building and Parking Lot at 4343 Blackstone Avenue project (Bid File No. 12302820) (Council District 4) ID 23-13461. -FF. Sponsors:Capital Projects Department, Parks, After School and Recreation and Community Services Department Actions related to the award of an annual software and hardware service contract with Trapeze Software Group, Inc., dba Vontas, of Cedar Rapids, Iowa, in the amount of $2,168,965: 1.Affirm the City Manager’s determination that Trapeze Software Group, Inc. dba Vontas, is uniquely qualified to perform software and hardware maintenance services for the Department of Transportation’s Computer Aided Dispatch/Automated Vehicle Locator (CAD/AVL) system. 2.Affirm the City Manager’s determination that Trapeze Software Group, Inc. dba Vontas is uniquely capable as defined by the Federal Transit Administration for sole source non-competitive procurements, to perform software and hardware maintenance services for the Department of Transportation’s CAD/AVL system. 3.Award a three-year, with two 1-year optional extensions, software and hardware maintenance service agreement to Trapeze Software Group, Inc., dba Vontas, of Cedar Rapids, Iowa, in the amount of $2,168,965. 4.Authorize the Director of Transportation or designee to execute all related documents. ID 23-12491. -GG. Sponsors:Department of Transportation Award a requirements contract to Tolar Manufacturing Company, Inc. of Corona, California for two years with three options one-year extensions not-to-exceed $7,050,877, plus annual CPI adjustments, over a five-year maximum contract duration for transit shelters and associated passenger amenities (Bid File No. 12302459) ID 23-13611. -HH. Sponsors:Department of Transportation ***Bill B-27 (Intro’d August 10, 2023) (For adoption) - ID 23-13951.-II. Page 14 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Amending Sections 3-616, 7-1510, 9-234 and 9-915 of the Fresno Municipal Code, relating to human rights, including protections against discrimination based on an individual’s caste and indigeneity (Subject to Mayor’s Veto) Sponsors:Councilmember Arias, Vice President Karbassi and Council President Perea BILL - (for introduction) Adding Section 9-110 to Chapter 9 of the Fresno Municipal Code, Adding the Infectious Disease Lab Accountability and Transparency Ordinance. ID 23-13901.-JJ. Sponsors:Councilmember Bredefeld, Councilmember Arias and Councilmember Esparza RESOLUTION - Initiating an Amendment to the Fresno General Plan, any Applicable Specific Plan, and to the Official Zoning Map for Real Property Located at the Northwest Corner of East McKinley Avenue and North Fine Avenue, APNs 494-29-105 and 494-29-110, Pursuant to Fresno Municipal Code Sections 15-5803-B and 15-5803-C. ID 23-14281. -KK. Sponsors:Councilmember Maxwell Approve the First Amendment to an agreement with the Fresno Area Hispanic Foundation for the Small Business Façade Program (Districts 1 and 4). ID 23-14341. -LL. Sponsors:Councilmember Maxwell and Council President Perea CONTESTED CONSENT CALENDAR 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:00 A.M. Hearing to consider adoption of resolutions related to the designation of properties to the Local Register of Historic Resources and Adoption of findings necessary to support recommendation pursuant to FMC 12-1609 1.***RESOLUTION - A Resolution of the City Council of the City of Fresno, California, designating the site of the Inaugural National Farm Workers Association meeting located at 1405 E California Avenue, Fresno, California to the ID 23-1318 Page 15 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Local Register of Historic Resources (Council District 3) (Subject to Mayor’s veto) Sponsors:Planning and Development Department 10:05 A.M. Actions pertaining to the acquisition of fee interest and a permanent street easement and right of way for the construction of a storm drain pipeline along the McKinley Avenue alignment between Armstrong Avenue and Laverne Avenue (Council District 7) 1.HEARING to consider a resolution of public use and necessity for acquisition of fee interest and a permanent street easement and rights of way for public street purposes over, under, through and across portions of Assessor’s Parcel Number (APN) 574-130-05, owned by Sukhwinder Singh, for the construction of a storm drain pipeline between Armstrong Avenue and Laverne Avenue (Project) 2.***RESOLUTION - Determining that public interest and necessity require acquisition of fee interest and permanent easement and rights of way for public street purposes over, under, through and across portions of APN 574-130-05, owned by Sukhwinder Singh, a married man as his sole and separate property, for the construction of a storm drain pipeline between Armstrong Avenue and Laverne Avenue and authorizing eminent domain proceedings for public use and purpose (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) ID 23-1323 Sponsors:Capital Projects Department and Public Works Department 10:10 A.M. (REMOVED FROM THE AGENDA) Hearing to consider Text Amendment Application No. P23-02443 and related Environmental Finding pertaining to acceptance of subdivision Improvements (all Council Districts): 1. ADOPTION of a Finding that the project is exempt pursuant to Section 15061(b)(3), No Possibility of Significant Adverse Effect, pursuant to the California Environmental Quality Act (CEQA) Guidelines as prepared for Environmental ID 23-1330 Page 16 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Assessment No. P23-02443 dated August 2, 2023. 2. RECOMMEND APPROVAL of Text Amendment Application No. P23-02443 Adding Subsection U to Section 3804 of Chapter 15 of the Fresno Municipal Code relating to the deferral of certain sidewalk construction, driveway approaches and street trees in subdivisions until prior to occupancy of single-family homes. Sponsors:Public Works Department 10:15 A.M. Appearance by Paul Haros to discuss Significance of Parade to the Central Valley and it’s contribution to the downtown Fresno area (Resident District 1) ID 23-1398 Sponsors:Office of the City Clerk 10:25 A.M. Consideration of an appeal filed regarding Vesting Tentative Tract Map No. 6366, Planned Development Permit Application No. P22-04877, and related Environmental Assessment No. T-6366/P22-04877 for approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues (Council District 7). 1.ADOPT Environmental Assessment No. T-6366/P22- 04877 dated July 12, 2023, an Addendum to Environmental Assessment No. P22-01202, in accordance with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines. 2.DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Vesting Tentative Tract Map No. 6366 proposing to subdivide approximately 7.94 acres of the subject property into a 71-lot single-family residential development subject to the following: a.Development shall take place in accordance with the Conditions of Approval for Vesting Tentative Tract Map No. 6366 dated August 2, 2023. 3.DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Planned Development Permit ID 23-1357 Page 17 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final Application No. P22-04877 proposing to modify the RS-5 (Single-Family Residential, Medium Density) zone district development standards to allow for a reduction in the garage setback, rear yard setback, garage to façade setback, minimum lot size, minimum lot depth, an increase in maximum lot coverage, and gated private streets subject to the following: a.Development shall take place in accordance with the Conditions of Approval for Planned Development Permit Application No. P22-04877 dated August 2, 2023. Sponsors:Planning and Development Department 3. GENERAL ADMINISTRATION 4. CITY COUNCIL 5. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: 1 potential case ID 23-14135.-A. Sponsors:City Attorney's Office ADJOURNMENT UPCOMING SCHEDULED COUNCIL HEARINGS AND MATTERS UPCOMING EMPLOYEE CEREMONIES EMPLOYEE OF THE QUARTER - 9:00 A.M. • October 18, 2023 (Wednesday) - Employee of the Fall Quarter EMPLOYEE SERVICE AWARDS - 10:00 A.M. • November 15, 2023 (Wednesday) - Employee Service Awards 2023 CITY COUNCIL MEETING SCHEDULE October 5, 2023 - 9:00 A.M. October 19, 2023 - 9:00 A.M. November 2, 2023 - 9:00 A.M. Page 18 City of Fresno ***Subject to Mayoral Veto September 28, 2023City Council Meeting Agenda - Final November 16, 2023 - 9:00 A.M. December 7, 2023 - 9:00 A.M. December 14, 2023 - 9:00 A.M. Page 19 City of Fresno ***Subject to Mayoral Veto City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1355 Agenda Date:9/28/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Roosevelt Strong Day” City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 09/28/2023 PRESENTED CITY OF FRESNO Office of Mayor Jerry P. Dyer & The Fresno City Council _________________________________ ________________________________ JERRY P. DYER, Honorable Mayor TYLER MAXWELL, Council President _________________________________ ANNALISA PEREA, Vice President MIKE KARBASSI, Councilmember District 2 _________________________________ MIGUEL ARIAS, Councilmember District 3 LUIS CHAVEZ, Councilmember District 5 _________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Council District 7 WHEREAS, the City of Fresno recognizes the importance of coming together as a community in times of adversity to support and uplift one another; and WHEREAS, on September 6th, 2023, a tragic accident occurred at a bus stop near Roosevelt High School, resulting in student injuries, shocking the city; and WHEREAS, the heroic actions of the Roosevelt High School staff, community members, and first responders during and after the incident deserve recognition and appreciation; and WHEREAS, Roosevelt staff provided immediate aid to those affected and offered solace and support to students and families. First responders – including law enforcement, firefighters, emergency medical services, and medical personnel – displayed exceptional professionalism, bravery, and dedication as they worked tirelessly to aid the injured and provide comfort to those affected by the tragic accident; and WHEREAS, the greater Fresno community’s outpouring of support, love, and solidarity for the Roosevelt High School community during this challenging time exemplifies the spirit of togetherness that makes Fresno a strong and compassionate city; and WHEREAS, in honor of exceptional efforts of the Roosevelt High School staff, the community, and first responders in the wake of the tragic accident, and to acknowledge the unwavering strength, resilience, and compassion displayed throughout Fresno. NOW, THEREFORE, BE IT RESOLVED, that we, Mayor Jerry P. Dyer and the Fresno City Council, do hereby proclaim September 28th, 2023, to be: “Roosevelt Strong 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 28th day of September 2023. Honoring Roosevelt Strong City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1344 Agenda Date:9/28/2023 Agenda #: CEREMONIAL PRESENTATION “Honoring Historically Black Colleges and Universities. See attached City of Fresno Printed on 9/27/2023Page 1 of 1 powered by Legistar™ 09/28/2023 PRESENTED CITY OF FRESNO byy|vx Éy `tçÉÜ ]xÜÜç cA WçxÜ _________________________________ ________________________________ JERRY P. DYER, Honorable Mayor TYLER MAXWELL, Council President _________________________________ ANNALISA PEREA, Vice President MIKE KARBASSI, Councilmember District 2 _________________________________ MIGUEL ARIAS, Councilmember District 3 LUIS CHAVEZ, Councilmember District 5 _________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Council District 7 WHEREAS, the Black College Expo, National College Resources Foundation, United Negro College Fund, Devine 9, and others are in support of the White House Initiative on advancing educational equity, excellence and economic opportunity through Historically Black Colleges and Universities; and WHEREAS, National Historically Black Colleges and Universities Week encourages students, residents, and community leaders of Fresno to commemorate and bring awareness to the rich history of these institutions of higher learning and their contributions to our nation; and WHEREAS, the City of Fresno reaffirms support for Historically Black Colleges and Universities, and recognizes the great influence they have had on students in Fresno, and throughout history. Education is freedom—freedom is to learn, to grow, and to achieve students’ highest goals and aspirations; and WHEREAS, by encouraging and strengthening partnerships and participation within the schools, media, and community, and by holding conferences and fairs throughout the year, Historically Black Colleges and Universities help prepare students to excel, and produce more African American and other underserved communities graduates. NOW, THEREFORE BE IT RESOLVED that we, Mayor Jerry Dyer and Members of the Fresno City Council, do hereby proclaim week of September 16-20 2023 to be: “National Historically Black Colleges and Universities Week” 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 28th day of September 2023. [ÉÇÉÜ|Çz [|áàÉÜ|vtÄÄç UÄtv~ VÉÄÄxzxá tÇw hÇ|äxÜá|à|xá City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1316 Agenda Date:9/28/2023 Agenda #: CEREMONIAL PRESENTATION ASE Blue Seal of Excellence Recognition to the Maintenance Division of the Department of Transportation See attached City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 09/28/2023 PRESENTED CITY OF FRESNO FROM THE OFFICES OF MAYOR JERRY P. DYER, CITY MANAGER GEORGEANNE A. WHITE, AND FRESNO CITY COUNCIL MEMBERS _________________________________ ________________________________ JERRY P. DYER, Honorable Mayor GEORGEANNE A. WHITE, City Manager _________________________________ TYLER MAXWELL, Council President ANNALISA PEREA, 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 RESOLUTION OF COMMENDATION Presented to the City of Fresno Maintenance Division for receiving the A S E Blue Seal of Excellence WHEREAS, the City of Fresno’s Transportation Department - Fresno Area Express (FAX), Maintenance Division, has earned the National Institute for Automotive Service Excellence’s (ASE) Blue Seal of Excellence. The ASE is a non-profit organization dedicated to improving vehicle repair and service quality. In the case of government fleets, it additionally honors the hard work and dedication technicians provide to police officers, firefighters, public works, and other public-sector employees; and WHEREAS, to earn the ASE Blue Seal of Excellence, at least 75 percent of a shop’s technicians must be ASE certified. In addition, there must be a certified technician in each service area and agencies must annually confirm their professionals’ certification status; and WHEREAS, of the 23 Maintenance Division technicians, 86 percent are ASE certified, which exceeds the Blue Seal award benchmark. More noteworthy is that the division’s mechanical staff includes 12 Master Technicians, representing the highest possible level of individual ASE recognition; and WHEREAS, two of the Master Technicians are certified as both Master Automotive Technician and Master Transit Bus Technician and one is certified as Master Transit Bus Technician, Master Automotive Technician and Master Med-Heavy Truck Technician; and WHEREAS, technicians in the Maintenance Division face significant demands to efficiently and cost effectively maintain more than 125 buses; and WHEREAS, these City of Fresno professionals have proven their commitment to the highest level of automotive service excellence. NOW, THEREFORE BE IT RESOLVED that we, Mayor Jerry Dyer, City Manager Georgeanne White, and Members of the Fresno City Council, recognize and congratulate the City of Fresno’s Transportation Department – Fresno Area Express, Maintenance Division. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the City of Fresno, California, this 28th day of August 2023. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1303 Agenda Date:9/28/2023 Agenda #: CEREMONIAL PRESENTATION Fresno Animal Center presents “Pet of the Month” City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 09/28/2023 PRESENTED City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1391 Agenda Date:9/28/2023 Agenda #: 1.-A. REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk SUBJECT Approval of Minutes for September 14, 2023, Regular Meeting. Attachment: Draft Minutes for September 14, 2023, Regular Meeting City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT Thursday, September 14, 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 Minutes - Draft Regular Meeting September 14, 2023City Council Meeting Minutes - Draft The City Council met in regular session in the Council Chamber, City Hall, on the date and time above written. 9:06 A.M. ROLL CALL Councilmember Nelson Esparza Council President Tyler Maxwell Vice President Annalisa Perea Councilmember Mike Karbassi Councilmember Luis Chavez Councilmember Garry Bredefeld Present:6 - Councilmember Miguel Angel AriasAbsent:1 - Invocation by Pastor Franklin from Cornerstone Church Pastor Franklin gave the invocation. Pledge of Allegiance to the Flag Councilmember Bredefeld led the Pledge of Allegiance. APPROVE AGENDA Council President Maxwell made a request that all signs in the council chamber be careful of obstructing public view. City Clerk Stermer announced the following changes to the agenda: Ceremonial Presentation (ID 23-1294) regarding proclamation for “Hispanic Heritage Month” – Mayor Dyer was added as a co-sponsor. Ceremonial Presentation (ID 23-1213) regarding proclamation for "Captain Anthony Martinez Day" - Vice President Perea was added as a co-sponsor. Consent Calendar item 1-B (ID 23-1327) regarding acceptance of 2022 Fire Prevention & Safety (FP&S) Grant Award – The dollar amount listed for this item is incorrect. The 2022 Fire Prevention & Safety (FP&S) Grant Award is in the amount of $89,257.46, not $98,659.23. Consent Calendar item 1-P (ID 23-1298) regarding the summary vacation of a portion of a public street easement at the southeast corner of East Shaw Avenue and North Fresno Street – the resolution is not subject to veto. Consent Calendar item 1-T (ID 23-1296) regarding the Infectious Disease City of Fresno ***Subject to Mayoral Veto Page 2 September 14, 2023City Council Meeting Minutes - Draft Lab Accountability and Transparency Ordinance adding Section 9-110 to Chapter 9 of the Fresno Municipal Code - the agenda title incorrectly lists the introduction date as September 14, 2023. The record should reflect the introduction date as August 24, 2023, and was also removed from the agenda by Councilmember Bredefeld and tabled to an unknown date. Consent Calendar item 1-U (ID 23-1285) related to human rights, including protections against discrimination based on an individual's caste and indigeneity - was removed from the agenda by Vice President Perea and tabled to no return date. Scheduled Hearing and Matters 10:25 A.M. #1 (ID 23-1276) regarding consideration of an appeal filed regarding Vesting Tentative Tract Map No. 6366, Planned Development Permit Application No. P22-04877, and related Environmental Assessment No. T-6366/P22-04877 for approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues - was removed from the agenda by the Applicant and tabled to September 28, 2023. General Administration item 3-B (ID 23-1153) regarding the creation of the Animal Center Department within the City of Fresno - the resolution refers to creating the Animal Services Department, it should read "creating the Animal Center Department." ITEMS MOVED TO CONTESTED CONSENT FOR FURTHER DISCUSSION: 1-K (ID 23-1288) regarding homeless street outreach, assessment and mobile shower operations agreements proved under the Homeless Housing, Assistance, and Prevention (HHAP) program - was moved to Contested Consent by Councilmember Esparza. On motion of Vice President Perea, seconded by Councilmember Karbassi, the above Agenda was ADOPTED AS AMENDED. The motion carried by the following vote Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - CEREMONIAL PRESENTATIONS ID 23-1293 Proclamation for “National Voter Registration Day” City of Fresno ***Subject to Mayoral Veto Page 3 September 14, 2023City Council Meeting Minutes - Draft PRESENTED ID 23-1324 Proclamation “Valley Animal Center’s Dr. James W. Thornton Dog Park” PRESENTED ID 23-1213 Proclamation “Captain Anthony Martinez Day” PRESENTED ID 23-1294 Proclamation for “Hispanic Heritage Month” PRESENTED COUNCILMEMBER REPORTS AND COMMENTS Councilmember Karbassi Reports and Comments: Acknowledged his Council colleagues for supporting Captain Anthony Martinez during his proclamation presentation. Attended the Fresno Police Department's Officer and staff swearing-in ceremony. Acknowledged the Public Works Department for all the hard work on redesigning the overlooked off Milburn and Herndon where the community can begin enjoying the San Joaquin River. Recognized Fresno Unified and Fresno Trustee Wittrup for the invite to participate in the Fresno Unified School District Community Health and Literacy Event at Tenaya Middle School. Acknowledged Boy Scout Troop 199 and attended the merit badge ceremony. Announced Friday evening is the start of Rosh Hashanah and wishes a Happy Jewish New Year. Councilmember Chavez Reports and Comments: Wished the Jewish community a happy Rosh Hashanah and a happy and prosperous New Year. Attended a neighborhood watch community meeting on Huntington and Tenth and acknowledged Fresno Police Officers and School Resource Officers for attending to discuss issues in the neighborhood. Announced the completion of the Calwa sidewalk and recognized staff for their hard work on the project and their efforts in making it ADA-accessible. Councilmember Esparza Reports and Comments: Attended the Fresno Police Department's Officer and staff swearing-in ceremony. Attended the neighborhood meeting off Armstrong and Shields to discuss infrastructure issues. Announced and invited the community to the upcoming Greek Fest at Saint George Greek Orthodox Church starting Friday, September 15, 2023. Vice President Perea Reports and Comments: Attended the Proteus City of Fresno ***Subject to Mayoral Veto Page 4 September 14, 2023City Council Meeting Minutes - Draft Farmworker Appreciation lunch and honored a farmer worker and an organization. Attended the Central Unified and Central Foundation Grand opening of the new food pantry at Teague Elementary School. Acknowledged the PARCs staff for holding another District 1 Senior meeting to discuss the new Senior Center. Held a press conference with District 3 to discuss the Tower District's recent accomplishments, from façade programs to the new pressure washing team. Acknowledged the recent Labor Day weekend kick-off with the Iron Workers alleyway cleanup in District 1. Toured the American Ambulance Dispatch Center. Attended the recent Senior Townhall meeting at the West Lake Mobile Home Park and acknowledged staff for attending and providing information to the community. Council President Maxwell Reports and Comments: Attended the Fresno State Bulldog Football game and presented a proclamation to the Fresno State Marching Band. Attended the Hyatt House Groundbreaking at Campus Point. Acknowledged and honored a small business in District 4, Café Leon Mexican Restaurant off North Blackstone. Announced District 1 and District 4's new launch of the Business Façade program, where businesses in the Tower District and Airport District will be eligible for grants from $25,000 to $50,000 to improve the façade of their business. If interested, visit FresnoAHF.org, the Fresno Area Hispanic Foundation. Welcomed new intern for District 4, Marco Flores, a Maddy Intern. MAYOR/MANAGER REPORTS AND COMMENTS Mayor Dyer Reports and Comments: Attended the September 11th ceremony and acknowledged survivor Will Jimeno. Hosted a roundtable to combat hate with Attorney General Bonta. Announced upcoming “World Cleanup Day,” Saturday, September 16, 2023, at JSK Park, Hidalgo Neighborhood, and Southeast Fresno. If interested in participating register at www.beautifyfresno.org. City Manager White Reports and Comments: Provided the Council with an update on processing of delinquent utility accounts and sent out a tray memo on the traffic assessment in response to the recent resolution passed. Announced and invited the community to attend the Greek Fest this coming weekend. CITY CLERK AND CITY ATTORNEY REPORTS AND COMMENTS City Clerk Stermer Reports and Comments: Announced the voter registration for the March 5, 2023, election deadline is February 20, 2024. City of Fresno ***Subject to Mayoral Veto Page 5 September 14, 2023City Council Meeting Minutes - Draft UNSCHEDULED COMMUNICATION Upon call, the following members of the public addressed Council: Dallas Blanchard, Ed Mason (1-L), Steve Diddy, Brixton Layne, Fernando Elizando, David Willis, Leticia Luquia, Arnold Minor, Cindy Pimbino, Lisa Flores, Dez Martinez, Brandi Nuse-Villegas (1-I and 1-K), Melanie Lamp, Lethal Garcia, and Robert McCloskey. 1. CONSENT CALENDAR APPROVAL OF THE CONSENT CALENDAR On motion of Councilmember Karbassi, seconded by Councilmember Chavez, the CONSENT CALENDAR was hereby adopted by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - 1.-A.ID 23-1321 Approval of Minutes for August 24, 2023, Regular Meeting. APPROVED ON CONSENT CALENDAR 1.-B.ID 23-1327 Approve acceptance of 2022 Fire Prevention & Safety (FP&S) Grant Award in the amount of $98,653, requiring a City match of $4,697.77. 1.***RESOLUTION - Authorizing the acceptance of the 2022 Fire Prevention & Safety (FP&S) Grant and authorizing the completion and submission of all required documents (Subject to Mayor’s veto). A correction was read into the record - The dollar amount listed for this item is incorrect. The 2022 Fire Prevention & Safety (FP&S) Grant Award is in the amount of $89,257.46, not $98,659.23. RESOLUTION 2023-241 ADOPTED APPROVED ON CONSENT CALENDAR 1.-C.ID 23-1306 Actions pertaining to the award of five Requirements Contracts for equipment and vehicle rentals for various departments on an as needed basis in the total aggregate amount of $1,250,000 per year plus annual CPI increases to (Bid File 9673): 1.Enterprise Fleet Management of Fresno, California through April 18, 2026, with one optional one-year extension 2.Caterpillar, Inc. of Fresno, California through August 27, 2024, with one optional one-year extension City of Fresno ***Subject to Mayoral Veto Page 6 September 14, 2023City Council Meeting Minutes - Draft 3.Altec Inc. dba Global Rental Inc. of Bakersfield, California through August 27, 2024, with one optional one-year extension 4.Sunbelt Rentals Inc. of Fowler, California through August 27, 2024, with one optional one-year extension 5.United Rentals (North America) Inc. of Fresno, California through August 27, 2024, with one optional one-year extension APPROVED ON CONSENT CALENDAR 1.-D.ID 23-1307 Actions pertaining to the award of six Requirements Contracts for the purchase of aftermarket vehicle parts and supplies in the total aggregate amount of $1,000,000 per year plus annual CPI increases to (Bid Files 9671 & 9672): 1.Genuine Parts Company dba NAPA Auto Parts, of Fresno, through May 19, 2025, with one optional one-year extension 2.Jasper Holdings, Inc ., of Visalia, California through May 19, 2025, with one optional one-year extension 3.O’Reilly Auto Enterprises dba O ’Reilly Auto Parts, of Fresno, California through May 19, 2025, with one optional one-year extension 4.Elliott Auto Supply Co. Inc. dba Factory Motor Parts, of Fresno, California through December 14, 2024, with one optional one-year extension 5.Ford Motor Company, of Fresno, California through December 14, 2024, with one optional one-year extension 6.General Motors LLC, of Fresno, California through December 14, 2024, with one optional one-year extension APPROVED ON CONSENT CALENDAR 1.-E.ID 23-1312 Approve the award of a Requirements Contract to E .J. Ward, Inc., of San Antonio, Texas for one year with one optional one -year extension for the purchase of vehicle fueling and monitoring equipment, in the amount of $200,000 per year plus annual CPI increases. (Bid File 9674) APPROVED ON CONSENT CALENDAR 1.-F.ID 23-1313 Award a requirements contract for street sweeper brooms and brushes to United Rotary Brush Corporation of Lenexa, Kansas, for four years, with three one-year optional extensions, for a total seven -year contract amount of $2,262,817 plus annual CPI adjustments (Bid File 12302516) APPROVED ON CONSENT CALENDAR 1.-G.ID 23-1314 Approve the award of a purchase contract to Elk Grove Dodge of Elk Grove, California, for the purchase of 78 Dodge Durango marked patrol vehicles in the amount of $3,676,998 for the Police Department and Airports Department (Bid File 12400501) City of Fresno ***Subject to Mayoral Veto Page 7 September 14, 2023City Council Meeting Minutes - Draft APPROVED ON CONSENT CALENDAR 1.-H.ID 23-1322 Approve the award of a purchase contract to Swanson Fahrney Ford, of Selma, California, for the purchase of 56 Ford F-150 trucks for Department of Public Utilities, Department of Public Works, Airports Department, Fire Department, Police Department, PARCS Department, General Services Department, and Animal Center in the amount of $2,388,274 (Bid File 12400368) APPROVED ON CONSENT CALENDAR 1.-I.ID 23-1315 Actions pertaining to acceptance of grant funding from the Fresno-Madera Area Agency on Aging (FMAAA) (Districts 1, 2, 3, 5, and 7): 1.***RESOLUTION - Approving a one-year agreement between the City of Fresno (City) and FMAAA in the amount of $124,000 for the Senior Hot Meals Program at six community centers and authorizing the City Manager or designee to execute the agreement and all related documents with FMAAA (Subject to Mayor’s Veto) 2.*** RESOLUTION - Adopting the 12th Amendment to the Annual Appropriation Resolution No. 2023-185 to allocate $124,000 for the Fresno-Madera Area Agency On Aging Agreement in the PARCS Department for Senior Hot Meals Programming. (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) RESOLUTION 2023-242 ADOPTED RESOLUTION 2023-243 ADOPTED APPROVED ON CONSENT CALENDAR 1.-J.ID 23-1326 ***RESOLUTION - Adopt the Second Amendment to Fiscal Year 2024 Salary Resolution No. 2023-183, amending Exhibit 3, Unit 3, Non-Supervisory White Collar (FCEA), to adjust the A Step of the Emergency Services Dispatcher II classification from $5,405 to $5,410 monthly and amending Exhibit 13-1, Unit 13, Exempt Supervisory and Professional (CFPEA) by increasing the Chief Surveyor monthly salary step plan range from $9,861 - $11,966 to $11,353 - $13,800 (Subject to Mayor’s Veto) RESOLUTION 2023-244 ADOPTED APPROVED ON CONSENT CALENDAR 1.-L.ID 23-1297 ***BILL B-31 (Intro’d August 24, 2023) (For Adoption) -Amending Article 17, Chapter 9, Sections 9-1702 9-1704 , 9-1706, 9-1707, 9-1708, City of Fresno ***Subject to Mayoral Veto Page 8 September 14, 2023City Council Meeting Minutes - Draft 9-1709, 9-1711, 9-1712 and 9-1713 of the Fresno Municipal Code as it relates to police department dispatching of tow trucks. (Subject to Mayor’s Veto) ORDINANCE 2023-030 ADOPTED APPROVED ON CONSENT CALENDAR 1.-M.ID 23-1310 ***RESOLUTION - Authorizing the submittal of application (s) for all CalRecycle grants and payment programs for which the City of Fresno is eligible (Citywide). (Subject to Mayor’s Veto) RESOLUTION 2023-240 ADOPTED APPROVED ON CONSENT CALENDAR 1.-N.ID 23-1287 Actions pertaining to the Requirements Contract to Furnish and Install Permanent Asphalt Concrete Pavement Repairs. (Bid File 12302384) (Citywide): 1.Adopt a finding of Categorical Exemption per staff determination pursuant to the California Environmental Quality Act (CEQA) Guidelines Sections 15301(b) and (d), Class 1 (Existing Facilities) and 15302(c), Class 2 (Replacement and Reconstruction) 2.***RESOLUTION - Adopting the 9th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $960,000 for the Requirements Contract to Furnish and Install Permanent Asphalt Concrete Pavement Repairs (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto). 3.Award a construction contract to Dawson -Mauldin LLC., in the amount of $1,537,300. RESOLUTION 2023-245 ADOPTED APPROVED ON CONSENT CALENDAR 1.-O.ID 23-1154 Approve a consultant services agreement with Southwest Strategies, LLC, for an amount not to exceed $299,744 for professional education and outreach services for City of Fresno residential food waste education and outreach program (Bid File 12301817) (Citywide) APPROVED ON CONSENT CALENDAR 1.-P.ID 23-1298 Actions pertaining to the summary vacation of a portion of a public street easement at the southeast corner of East Shaw Avenue and North Fresno Street (Council District 4): 1.Adopt a finding of Categorical Exemption per Environmental Assessment Number D-17-120 per staff determination, pursuant to Section 15332 Class 32 of the California Environmental Quality Act (CEQA) Guidelines 2.***RESOLUTION - Ordering the summary vacation of a portion of City of Fresno ***Subject to Mayoral Veto Page 9 September 14, 2023City Council Meeting Minutes - Draft a public street easement at the southeast corner of East Shaw Avenue and North Fresno Street A correction was read into the record - the resolution is not subject to veto. RESOLUTION 2023-246 ADOPTED APPROVED ON CONSENT CALENDAR 1.-Q.ID 23-1302 Approve a Third Amendment to the Consultant Service Agreement with SWCA Environmental Consultants, of San Luis Obispo, California in the amount of $18,426 to provide additional environmental and technical memoranda services for the Ashlan Avenue Widening Project, for a total contract value of $87,334 (Council District 1) APPROVED ON CONSENT CALENDAR 1.-R.ID 23-1337 Actions pertaining to the New Fire Station 10 Project (Council District 7): 1.***RESOLUTION - Adopting the 14th Amendment of the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $756,700 in order to enter into a professional engineering services agreement with The Taylor Group Architects for design and construction services for permanent Fire Station 10 and to fund related City staff costs (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) 2.Approve an agreement for Professional Engineering Services with The Taylor Group Architects of Clovis, CA for $865,000, with a $80,000 contingency, for design and construction support services for the new Fire Station 10 RESOLUTION 2023-247 ADOPTED APPROVED ON CONSENT CALENDAR 1.-S.ID 23-1304 Approval of a Product Purchase Utilizing a Washington Statewide Contract with Gillig LLC. for Twelve (12) 40’ Low Floor CNG buses in the amount of $11,020,284. APPROVED ON CONSENT CALENDAR 1.-T.ID 23-1296 ***BILL B-32 (Intro’d September 14, 2023) (For Adoption) Adding Section 9-110 to Chapter 9 of the Fresno Municipal Code, Adding the Infectious Disease Lab Accountability and Transparency Ordinance. (Subject to Mayor’s Veto) The above item was removed from the agenda by Councilmember Bredefeld and tabled to no return date. TABLED City of Fresno ***Subject to Mayoral Veto Page 10 September 14, 2023City Council Meeting Minutes - Draft 1.-U.ID 23-1285 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) - Amending Sections 3-616, 7-1510, 9-234 and 9-915 of the Fresno Municipal Code, relating to human rights, including protections against discrimination based on an individual’s caste and indigeneity (Subject to Mayor’s Veto) The above item was removed from the agenda by Vice President Perea and tabled to no return date. TABLED CONTESTED CONSENT CALENDAR 1.-K.ID 23-1288 Actions pertaining to homeless street outreach, assessment and mobile shower operations agreements provided under the Homeless Housing, Assistance, and Prevention (HHAP) program (Bid File 12302683): 1.Approve an Agreement for one -year with one optional one-year extension with Poverello House to conduct homeless street outreach and assessment in the annual amount of $379,738.00. 2.Approve an Agreement for one -year with one optional one-year extension with Gracebound to operate mobile shower trailers in the annual amount of $300,000.00. Councilmember Esparza pulled this item to Contested Consent to discuss the locations and the matrix of the mobile showers. After discussion, it was requested the item be continued to September 28, 2023. CONTINUED On motion of Councilmember Esparza, seconded by Councilmember Chavez, that the above Action Item be CONTINUED TO SEPTEMBER 28, 2023. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:05 A.M. ID 23-1246 Actions pertaining to funding provided by the U.S. Department of Housing and Community Development Office of Community Planning and Development (HUD CPD): 1.HEARING to obtain public comments regarding Substantial Amendment 2023-01 to the 2023-2024 Annual Action Plan and submission of a $20 million Section 108 Loan Application to the City of Fresno ***Subject to Mayoral Veto Page 11 September 14, 2023City Council Meeting Minutes - Draft United States Department of Housing and Urban Development (HUD) for the development of a Senior Activity Center, located at 4343 North Blackstone Avenue 2.***RESOLUTION - Adopting Substantial Amendment 2023-01 to the Fiscal Year (FY) 2023-2024 Annual Action Plan; authorizing submission to the U .S. Department of Housing and Urban Development (HUD) to apply for a $20 million Section 108 Loan for the development of a Senior Activity Center; and authorizing the City Manager or designee to sign all necessary implementing documents required by HUD (Subject to Mayor’s veto) The above hearing was called to order at 10:45 A.M. Upon call, the following members of the public addressed Council: Brandi Nuse-Villegas, Dez Martinez, Robert McCloskey, and Erlinda T. The public comment period closed at 10:56 A.M. There was no staff presentation and no council discussion on this item. RESOLUTION 2023-239 ADOPTED On motion of Council President Maxwell, seconded by Councilmember Esparza, that the above Action Item be ADOPTED. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - 10:10 A.M. ID 23-1247 Actions pertaining to the Program Year (PY) 2022 Consolidated Annual Performance Evaluation Report (CAPER) for U.S. Department of Housing and Urban Development (HUD) Community Planning and Development (CPD) programs: 1.HEARING to obtain public comments regarding the PY 2022 CAPER; and 2.Adopt PY 2022 CAPER and authorize submission to the U .S. Department of Housing and Urban Development (HUD). The above hearing was called to order at 10:57 A.M. Upon call, there was no staff presentation, no public comment, and no council discussion. APPROVED On motion of Council President Maxwell, seconded by Councilmember Esparza, that the above Action Item be APPROVED. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - City of Fresno ***Subject to Mayoral Veto Page 12 September 14, 2023City Council Meeting Minutes - Draft Absent:Arias1 - 10:25 A.M. #1 ID 23-1276 Consideration of an appeal filed regarding Vesting Tentative Tract Map No. 6366, Planned Development Permit Application No. P22-04877, and related Environmental Assessment No. T-6366/P22-04877 for approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues (Council District 7). 1.ADOPT Environmental Assessment No. T-6366/P22-04877 dated July 12, 2023, an Addendum to Environmental Assessment No . P22-01202, in accordance with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines. 2.DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Vesting Tentative Tract Map No . 6366 proposing to subdivide approximately 7.94 acres of the subject property into a 71-lot single-family residential development subject to the following: a.Development shall take place in accordance with the Conditions of Approval for Vesting Tentative Tract Map No . 6366 dated August 2, 2023. 3.DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Planned Development Permit Application No. P22-04877 proposing to modify the RS -5 (Single-Family Residential, Medium Density) zone district development standards to allow for a reduction in the garage setback, rear yard setback, garage to fa çade setback, minimum lot size, minimum lot depth, an increase in maximum lot coverage, and gated private streets subject to the following: a.Development shall take place in accordance with the Conditions of Approval for Planned Development Permit Application No. P22-04877 dated August 2, 2023. The above item was removed from the agenda by the applicant and tabled to September 28, 2023. TABLED 10:25 A.M. #2 ID 23-1271 Hearing to consider adoption of resolutions related to the designation of properties to the Local Register of Historic Resources and adoption of findings necessary to support recommendation pursuant to FMC 12-1609 1.***RESOLUTION - A Resolution of the City Council of the City of City of Fresno ***Subject to Mayoral Veto Page 13 September 14, 2023City Council Meeting Minutes - Draft Fresno, California, designating the Dr. Earl R. Meyers Sr. & Mrs . Mattie B. Meyers Fresno Street Medical Arts Center located at 444 Fresno Street, Fresno California to the Local Register of Historic Resources (Council District 3) (Subject to Mayor’s veto). The above hearing was called to order at 10:57 A.M. and presented to Council by Planning and Development Director Clark. Upon call, the following member of the public addressed Council: David Marshall. RESOLUTION 2023-248 ADOPTED On motion of Councilmember Chavez, seconded by Councilmember Esparza, that the above Action Item be ADOPTED. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - 3. GENERAL ADMINISTRATION 3.-A.ID 23-1309 Actions related to the Second Amendment to Commercial Solid Waste Franchise Agreements with Allied Waste Services of North America dba Republic Services of Fresno, LLC, and Mid -Valley Disposal, LLC, to comply with Senate Bill 1383 Short-Lived Climate Pollutants (Citywide) 1.RESOLUTION - Adopting findings pursuant to California Environmental Quality Act Guidelines Sections 15091 and 15093 as required for Responsible Agencies by the California Environmental Quality Act Guidelines Section 15096 for SB 1383 Regulations Short-Lived Climate Pollutants: Organic Waste Methane Emission Reduction 2.Approve the Second Amendment to the Commercial Solid Waste Franchise Agreement with Allied Waste Services of North America dba Republic Services of Fresno, LLC, to add Organic Waste Reductions requirements and to extend the term of the agreement by five years to November 30, 2036 3.Approve the Second Amendment to the Commercial Solid Waste Franchise Agreement with Mid -Valley Disposal, LLC, to add Organic Waste Reductions requirements and to extend the term of the agreement by five years to November 30, 2036 The above item was presented to Council by Public Utilities Assistant Director Alkhayyat, Mid-Valley Representative Joseph Kalpakoff, and Republic Services Representative Alex Cox. Upon call, there was no public comment. Council discussion on this item included: questions related to waste City of Fresno ***Subject to Mayoral Veto Page 14 September 14, 2023City Council Meeting Minutes - Draft management and Senate Bill (SB) 1383; business fees and waivers; bulk items as it relates to handling and illegal dumping; service request in multi-family residential areas; waiver criteria and uniformity; outreach and communication plans as it relates to SB 1383 implementation; addressing health hazards related to trash bins and illegal dumping; incorporating provisions in agreement to manage waste; vendor performance and contingency plans if vendors are unable to perform; cancellation of contract should poor performance occur; support for small businesses during the transition and providing outreach, and proactive engagement and negotiations between the City Manager and vendors to prevent issue escalation. RESOLUTION 2023-249 ADOPTED On motion of Vice President Perea, seconded by Councilmember Chavez, that the above Action Item be ADOPTED. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - 3.-B.ID 23-1153 Actions pertaining to the creation of the Animal Center Department within the City of Fresno 1.***RESOLUTON - Creating the Animal Center Department within the City of Fresno (Subject to Mayor's Veto) 2.***RESOLUTION - Adopting the 8th Amendment to the Annual Appropriations Resolution (AAR) No. 2023-185 reclassifying $6,741,400 from the General City Purpose Department to the new Animal Center Department (Requires 5 Affirmative Votes) (Subject to Mayor's Veto) 3.***RESOLUTION - Adopt the Second Amendment to the Position Authorization Resolution (PAR) No. 2023-184 adding 75 positions and transferring 2 positions from the General City Purpose Department to the Animal Center Department (Subject to Mayor's Veto) 4.***RESOLUTION - Adopt the Third Amendment to the FY 2024 Salary Resolution No. 2023-183, amending Exhibit 3, Unit 3, Non-Supervisory White Collar (FCEA), by adding the new classification of Animal Resource Officer I, Animal Resource Officer II and Senior Animal Resource Officer and providing a monthly salary step plan range. (Subject to Mayor's Veto). A correction was read into the record - the resolution refers to creating the Animal Services Department, it should read "creating the Animal Center City of Fresno ***Subject to Mayoral Veto Page 15 September 14, 2023City Council Meeting Minutes - Draft Department." The above item was presented to Council by Deputy City Manager Torres. Upon call, there was no public comment. Council discussion on this item included: Council acknowledged and gave appreciation for the efforts of the team behind creating the Animal Center; the transition and hiring plans for the Animal Center including the transfer of positions and the hiring of new employees; on-site Veterinarian services and the need for more than one Veterinarian; the timeline and milestones for getting the department up and running effectively; the issues related to irresponsible pet ownership, including illegal breeding, and whether there are penalties for such activities; how many people in Fresno register their dogs and the request for data on dog licenses issued in recent years; the sustainability of the animal center including the challenges posed by the large number of loose and abandoned dogs in the city; request for information regarding adoption rates, pursuit of grants to support operations, and whether free spaying and neutering services could increase participation, and the idea of the council making a financial commitment to reduce pet overpopulation with a focus on addressing the root causes of the problem. RESOLUTION 2023-250 ADOPTED RESOLUTION 2023-251 ADOPTED RESOLUTION 2023-252 ADOPTED RESOLUTION 2023-253 ADOPTED On motion of Council President Maxwell, seconded by Councilmember Bredefeld, that the above Action Item be ADOPTED. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Chavez and Bredefeld6 - Absent:Arias1 - 4. CITY COUNCIL 5. CLOSED SESSION During open session, Chief Assistant City Attorney Griffin announced the items that would be discussed in closed session. Council withdrew to closed session at 12:21 p.m. City of Fresno ***Subject to Mayoral Veto Page 16 September 14, 2023City Council Meeting Minutes - Draft 5.-A.ID 23-1325 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) HAVEN #20, LLC v. City of Fresno; Fresno Superior Court Case No.: 22CECG00238 The above item was discussed in closed session. There were no open session announcements regarding this item. DISCUSSED 5.-B.ID 23-1341 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) City of Fresno v. Pinedale County Water District; Kings County Superior Court Case No.: 18C-0051 The above item was discussed in closed session. There were no open session announcements regarding this item. DISCUSSED 5.-C.ID 23-1340 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9, subdivision (d)(4): 1 potential case The above item was discussed in closed session. There were no open session announcements regarding this item. DISCUSSED ADJOURNMENT Adjourned from Closed Session at 12:45 P.M. City of Fresno ***Subject to Mayoral Veto Page 17 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1375 Agenda Date:9/28/2023 Agenda #: 1.-B. REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department BY:MELISSA GARZA-PERRY, Airports Properties Manager Airports Department SUBJECT Actions related to the Food & Beverage Concession Agreement with SSP America, Inc. dba SSP America FAT, LLC, at Fresno Yosemite International Airport (FAT). (Council District 4) 1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the California Environmental Quality Act Guidelines; and 2. Approve a Food & Beverage Concessions Agreement (Agreement) with SSP America, Inc., dba SSP America FAT, LLC., for Food & Beverage Concessions at Fresno Yosemite International Airport for the term of fifteen (15) years. The amount of potential revenue generated by this Agreement is $816,436 annually, this includes $450,586 from percentage sales and $365,850 from space rent. Total anticipated revenue during the full term of the Agreement is approximately $12,246,540 plus annual CPI adjustments for space rent. RECOMMENDATION Staff recommends that City Council (Council) award a fifteen-year term Agreement to SSP America, Inc. dba SSP America FAT, LLC, (SSP) for Food & Beverage Concessions. The amount of potential revenue generated by this Agreement is $816,436 annually, this includes $450,586 from percentage sales and $365,850 from space rent. Total anticipated revenue during the full term of the Agreement is approximately $12,246,540 plus annual CPI adjustments for space rent. This Agreement is in connection to the award by Council on April 27, 2023, for RFP bid file 12300507. EXECUTIVE SUMMARY The City of Fresno Airports Department (Airports Department), solicited proposals through the Request for Proposals (RFP) competitive bid process for both Food & Beverage (F&B) and News & Convenience (N&C) concessions at FAT’s terminal. The current concessions programs at FAT have been in place for more than 20 years. Since the introduction of the current programs, passenger traffic has grown exponentially. The current programs reached their terms’ end dates on December 31, 2022. Consequently, the Department felt this would be a great time to introduce a new, locally inspired, concessions program. The proposed Agreement has a term of fifteen years. The current rates are $40.00 per square foot City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1375 Agenda Date:9/28/2023 Agenda #: 1.-B. The proposed Agreement has a term of fifteen years.The current rates are $40.00 per square foot (annually)for usable concession space,and $20.00 per square foot (annually)for support,office,and storage spaces.These proposed rates will be subject to annual Consumer Price Index (CPI) adjustments,which are not to exceed 5.00%annually.There is a 10.00%fee for all gross revenue earned by each concessionaire. Through a comprehensive review and interview process,guided by the Purchasing Division,the Committee determined that SSP presents the best proposal for F&B Concessions at FAT. SSP met the goals and criteria set forth in this RFP that is needed to implement a new F&B concessions program that is “top tier”for FAT passengers.SSP proposes well-known,local food programs that will provide FAT’s passengers with healthy and diverse dining options throughout the day and night. The current F&B contract ended on December 31,2022.Since that time,those contracts have remained in holdover until this RFP’s completion.Please be advised that the current concessionaire for F&B did not submit a response to this RFP and has been working together with the successful bidder to prevent any disruption of service to FAT’s passengers.This Agreement is part of the first phase of the new concessions program that includes concepts for the existing concession locations, the transition from the current concessionaire to the new concessionaire,and building out the new facilities.The second phase will include concepts for the expansion concession locations (which the successful proposer(s)have the right of first refusal to develop the future locations,once the terminal expansion is completed).This phased approach will provide the opportunity to share with Council proposed final concepts. BACKGROUND The RFP for new concessions was released on October 5,2022.It was distributed via Planet Bids as handled by the City of Fresno’s Purchasing Division (Purchasing).The RFP was also posted on FAT’s website,in the Business Journal,sent to all local Chambers of Commerce,and published in national airport/aviation industry pages such as American Association of Airport Executives (AAAE), Airport Minority Advisory Council (AMAC),Airport Experience News (AXN),Airports Council International (ACI-NA),and Southwest Chapter of American Association of Airport Executives (SWAAAE). The goal of this RFP was to solicit proposals to provide “top tier”concessions (F&B)experience to FAT’s passengers,employees,and public who use the facilities for commercial and general aviation flights.The goal also included bringing local restaurants and vendors into the terminal building that represent the Central Valley’s diversity. Prior to issuing the RFP,the Airports Department presented a workshop to the Council on March 24, 2022,consisting of the vision for the program and the planned outreach process for local concessionaires and vendors.At that time,Council provided feedback and conveyed they wanted the concession programs to represent local restaurants and vendors in the area.The Airports Department took this feedback into consideration and incorporated everything into its outreach approach.With that direction,the Department worked extensively with Unison Consulting to create a Community Outreach Program and an RFP that focused on the products and services offered in the Central Valley.Six (6)Community Outreach sessions were offered,which consisted of three (3)in- City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1375 Agenda Date:9/28/2023 Agenda #: 1.-B. Central Valley.Six (6)Community Outreach sessions were offered,which consisted of three (3)in- person and three (3)virtual sessions,to help educate the local community regarding the processes and requirements of operating at a commercial airport,such as FAT.The aim of these sessions was to allow for maximum community participation. The RFP for F&B and N&C concessions was released on October 5,2022.An in-person on-site Pre- Bid meeting was held on November 15,2022,that included a walkthrough of the terminal building to show the available concessions locations.Proposals were originally due on January 3,2023,and extended to January 17,2023,and where they were revealed in a public bid opening.Responsive and responsible proposals were received from three (3)bidders:SSP America,LLC (SSP),for Food &Beverage Concessions only,Hudson Group Retail,LLC,for a combined Food &Beverage and News &Convenience Concessions,and Hudson Group Retail,LLC (Hudson),for News & Convenience Concessions only. Interviews were conducted with all the bidders by the Evaluation Committee.Based on the criteria of this RFP and the bids/proposals submitted,it was determined by the Evaluation Committee that SSP America is the best fit for F&B Concessions at FAT’s terminal. The City Attorney’s Office has reviewed and approved both proposed Concessions Agreements as to form. Risk Management has reviewed and approved all insurance requirements. ENVIRONMENTAL FINDINGS This is not a "project" for the purpose of CEQA pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference is not applicable to this Project pursuant to Fresno Municipal Code 4-109(b). FISCAL IMPACT The F&B Concessions Agreement will provide for monthly rental revenue in the form of space rental per square footage,office space,and support/storage space;and 10%of gross revenue from each of the terminal concession locations.All revenue will be deposited into the Airports Enterprise Fund and will contribute to the operation and maintenance of FAT.There is no impact to the General Fund or ratepayers of the City of Fresno from this item. Attachments: -Proposed Concessions Agreement -Final Exhibit Package -F&B-N&C Presentation City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ 1 CONCESSION AGREEMENT FOOD & BEVERAGE CONCESSIONS P ARTIES A ND A DDRESSES: C ITY OF F RESNO: Airports Department 4995 East Clinton Way Fresno, California 93727 Telephone: (559) 621-4500 Fax: (559) 251-4825 C ONCESSIONAIRE: SSP AMERICA FAT, LLC. 1209 Orange Street Wilmington, Delaware 19801 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 2 Contents RECITALS ....................................................................................................... 7 ARTICLE I. DEFINITIONS .................................................................................. 8 Section 1.01 Definitions ........................................................................................ 8 ARTICLE II. PREMISES .................................................................................... 16 Section 2.01 Premises Description ..................................................................... 16 Section 2.02 Additions to and Deletions from the Premises ............................... 16 Section 2.03 Reclaiming of Premises for Airport Purposes ................................ 17 Section 2.04 Modifications to Premises, Tenant Improvements ......................... 18 Section 2.05 Ingress and Egress ........................................................................ 18 Section 2.06 Premises Acceptance As Is ........................................................... 18 Section 2.07 No Warranty of Economic Viability ................................................ 19 ARTICLE III. TERM ............................................................................................ 19 Section 3.01 Term .............................................................................................. 19 Section 3.02 Holdover ........................................................................................ 19 Section 3.03 Rights and Obligations Upon Expiration Or Termination ............... 20 Section 3.04 End of Term Transition .................................................................. 20 ARTICLE IV. RENTALS, FEES, OTHER CHARGES, REPORTING, AND ACCOUNTING RECORDS .......................................................... 21 Section 4.01 Definition of Gross Receipts .......................................................... 21 Section 4.02 Concession Space Rent ................................................................ 22 Section 4.03 Support Space Rent ...................................................................... 22 Section 4.05 Annual Rental Adjustments ........................................................... 22 Section 4.06 Percentage Rent ............................................................................ 22 Section 4.07 Airport Charges ............................................................................. 23 Section 4.08 Screening ...................................................................................... 23 Section 4.09 Additional Rent .............................................................................. 23 Section 4.10 Failure to Make Timely Payments ................................................. 24 Section 4.11 Off Set Credits on Account ............................................................ 24 Section 4.12 City’s Lien ...................................................................................... 24 Section 4.13 Record Keeping, Reports, Annual Audit, & End of Year Adjustment25 A. Generally Accepted Accounting Principles ------------------------------ 25 B. Financial Reports --------------------------------------------------------------- 25 C. Findings --------------------------------------------------------------------------- 26 D. End of Year Adjustment------------------------------------------------------- 26 E. Form, Frequency, and Method of Reporting ---------------------------- 26 Section 4.14 Payment Provisions/Interest on Overdue Amounts ....................... 27 Section 4.15 Form of Payment ........................................................................... 28 Section 4.16 City’s Right to Perform Audits, Inspections, or Attestations ........... 28 Section 4.17 Severe Decline in Enplanements ................................................... 30 A. Concession Space Rent Reduction/Suspension ........................... 30 B. Concession Space Rent Reinstatement ........................................ 30 C. Determination of Total Enplanements and “True-Ups” .................. 30 D. Total Enplanement Determinations ............................................... 31 E. No Effect ........................................................................................ 31 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 3 F. Effect of Default ............................................................................. 31 G. Sub-Concessionaires .................................................................... 31 Section 4.18 Due Date, Type, Form and Amount of Security Deposit ............... 31 Section 4.19 Drawdown by the City .................................................................... 32 Section 4.20 Return/Surrender/Release of Security Deposit by City ....................... 32 ARTICLE V. PERMITTED USES ....................................................................... 33 Section 5.01 Permitted Use ................................................................................ 33 A. Uses .............................................................................................. 33 B. Concession Locations ................................................................... 33 C. Permitted Products, Services and Prices ...................................... 33 Section 5.02 Non-Exclusive Rights .................................................................... 34 Section 5.03 Restrictions .................................................................................... 34 Section 5.04 Permits and Licenses .................................................................... 34 ARTICLE VI. OPERATIONS AND PERFORMANCE STANDARDS ................... 34 Section 6.01 City’s Right to Monitor Performance .............................................. 34 A. Performance Audits ....................................................................... 34 B. Annual Review ............................................................................... 35 C. Remediation Plan .......................................................................... 36 Section 6.02 Quality of Products and Services ................................................... 37 Section 6.03 Pricing ........................................................................................... 38 A. Products & Pricing ......................................................................... 38 B. Pricing Models ............................................................................... 38 C. Pricing Policy ................................................................................. 39 D. Policy Adherence ........................................................................... 41 E. Airport Employee Discount ............................................................ 41 Section 6.04 Hours of Operation ........................................................................ 41 A. Store Hours ................................................................................... 41 B. Extension of Store Hours ............................................................... 42 C. Failure to Open .............................................................................. 42 D. Posted Hours ................................................................................. 42 Section 6.05 Personnel ...................................................................................... 42 A. Staffing .......................................................................................... 42 B. General Manager/Director of Operations ....................................... 43 C. Business Developer ....................................................................... 43 D. Additional Personnel Requirements .............................................. 43 E. Compliance with Immigration Law ...................................................................... 44 F. City’s Right to Object ........................................................................................... 44 Section 6.06 Delivery of Goods .......................................................................... 44 Section 6.07 Badging and Security Requirements ............................................. 44 Section 6.08 Employee Parking ........................................................................ 47 Section 6.09 Point of Sale (POS) Terminals ....................................................... 47 Section 6.10 Cash Handling and Credit Card Requirements.............................. 48 Section 6.11 Advertised Sales or Promotions .................................................... 48 Section 6.12 Complaints..................................................................................... 49 Section 6.13 Operating Procedures and Standards ........................................... 49 Section 6.14 Comprehensive Management Operations Plan and Manual. ........ 50 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 4 Section 6.15 Cleaning and Routine Maintenance ............................................... 52 A. General Obligations ....................................................................... 52 B. Preventive and Routine Cleaning and Maintenance Program ....... 52 1. Janitorial Service ........................................................................... 52 2. Pest Control ................................................................................... 52 3. Plumbing ....................................................................................... 53 4. Electricity ....................................................................................... 53 5. HVAC ............................................................................................ 53 6. Grease Removal Systems ............................................................. 54 7. Trash, Waste, and Refuse ............................................................. 54 8. Lighting .......................................................................................... 54 C. Maintenance Personnel and Program ........................................... 55 D. City Sole Judge of Maintenance .................................................... 55 E. Emergency Repairs ....................................................................... 55 Section 6.16 Common Maintenance .................................................................. 55 A. Electricity Systems ........................................................................ 56 B. HVAC Systems .............................................................................. 56 C. Life Safety Systems ....................................................................... 56 D. Sanitary Sewer System ................................................................. 56 E. Trash, Waste and Refuse .............................................................. 56 F. Exterior Windows and Structures .................................................. 57 Section 6.17 Paging, Audio, Video Systems and Frequency Protection ............ 57 Section 6.18 Prohibited Acts .............................................................................. 57 ARTICLE VII. FAILURE TO COMPLY WITH PERFORMANCE/OPERATING STANDARDS ............................................................................... 58 Section 7.01 Violations ....................................................................................... 58 Section 7.02 Multiple Violations .......................................................................... 59 Section 7.03 Section Payment ........................................................................... 59 ARTICLE VIII. FEDERAL AID REQUIREMENTS ................................................. 60 Section 8.01 Non-Discrimination ........................................................................ 60 Section 8.02 City’s Airport Concession Disadvantaged Business Enterprise (ACDBE) Policy ............................................................................................. 61 Section 8.03 ACDBE Non-Discrimination ........................................................... 62 Section 8.04 ACDBE Participation and Compliance ........................................... 62 A. ACDBE Goal.................................................................................. 62 B. ACDBE Termination and Substitution ............................................ 62 C. Reporting Requirements ................................................................ 63 D. Monitoring ...................................................................................... 63 E. Prompt Payment ............................................................................ 64 F. Other Requirements ...................................................................... 64 G. Non-Compliance ............................................................................ 64 ARTICLE IX. CONSTRUCTION AND CAPITAL INVESTMENT ......................... 64 Section 9.01 Construction by Concessionaire .................................................... 64 Section 9.02 Design and Construction Standards .............................................. 65 Section 9.03 Initial Capital Investment ............................................................... 65 Section 9.04 Development Schedule ................................................................. 65 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 5 Section 9.05 Submittal and Approval of Plans .................................................... 66 A. Submittal of Plans ......................................................................................... 66 B. Disclaimer of Compliance with Laws or Codes .............................. 66 C. Approvals Extend to Architectural and Aesthetic Matters .............. 67 D. Design and Permitting ................................................................... 67 Section 9.06 Construction .................................................................................. 67 Section 9.07 Completion of Construction ........................................................... 68 Section 9.08 Title to Improvements .................................................................... 68 Section 9.09 Signage ......................................................................................... 69 Section 9.10 Mid-Term Refurbishment ............................................................... 69 ARTICLE X. DISCLAIMER OF LIENS ..................................................................... 69 ARTICLE XI. MAINTENANCE UTILITIES AND REPAIRS ..................................... 70 Section 11.01 Concessionaire’s Maintenance Obligations ................................... 70 Section 11.02 City’s Maintenance and Utility Obligations ..................................... 71 Section 11.03 City’s Performance of Concessionaire’s Operating Obligations .... 72 ARTICLE XII. DEFAULT, REMEDIES, AND TERMINATION RIGHTS .................. 73 Section 12.01 Events of Default ........................................................................... 73 Section 12.02 City’s Remedies ............................................................................. 74 ARTICLE XIII. INDEMNIFICATION AND RELEASE .............................................. 75 ARTICLE XIV. INSURANCE .................................................................................. 76 Section 14.01 Insurance Requirements ............................................................... 76 Section 14.02 Minimum Limits of Insurance Concessionaire ............................... 78 Section 14.03 Umbrella or Excess Insurance ....................................................... 79 Section 14.04 Deductibles and Self-Insured Retentions ...................................... 79 Section 14.05 Other Insurance Provisions/Endorsements ................................... 79 Section 14.06 Providing of Documents ................................................................ 80 Section 14.07 Maintenance of Coverage ............................................................. 81 Section 14.08 Subcontractors .............................................................................. 81 ARTICLE XV. SURETY FOR PERFORMANCE .................................................... 81 Section 15.01 Form of Surety ............................................................................... 81 Section 15.02 Application of Surety ...................................................................... 82 Section 15.03 Release of Surety .......................................................................... 82 ARTICLE XVI. PROPERTY DAMAGE ................................................................... 83 Section 16.01 Complete Destruction .................................................................... 83 Section 16.02 Limits of City’s Obligations Defined ............................................... 83 Section 16.03 Alternate Space ............................................................................. 84 ARTICLE XVII. DAMAGING ACTIVITIES .............................................................. 84 ARTICLE XVIII. COMPLIANCE WITH LAWS, REGULATIONS, ............................ 85 ORDINANCES, AND RULES .................................................................................. 85 Section 18.01 Minimum Compensation / Living Wage ......................................... 86 ARTICLE XIX. AIRPORT SECURITY .................................................................... 86 ARTICLE XX. AMERICANS WITH DISABILITIES ACT ......................................... 86 ARTICLE XXI. FAA APPROVAL ............................................................................ 87 ARTICLE XXII. RIGHT OF FLIGHT ........................................................................ 87 ARTICLE XXIII. FEDERAL RIGHT TO RECLAIM .................................................. 87 ARTICLE XXIV. PROPERTY RIGHTS RESERVED .............................................. 87 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 6 ARTICLE XXV. ASSIGNMENT AND SUBCONTRACT .......................................... 88 ARTICLE XXVI. CORPORATE TENANCY ............................................................ 89 ARTICLE XXVII. RIGHT TO DEVELOP AIRPORT ................................................ 89 ARTICLE XXVIII. ATTORNEY’S FEES AND COSTS ............................................ 89 ARTICLE XXIX. RIGHT TO AMEND ...................................................................... 89 ARTICLE XXXI. NOTICES AND COMMUNICATIONS .......................................... 89 ARTICLE XXXII. BOND ORDINANCES .................................................................. 90 ARTICLE XXXIII. FORCE MAJEURE .................................................................... 90 ARTICLE XXXIV. RELATIONSHIP OF THE PARTIES .......................................... 91 ARTICLE XXXV. CITY APPROVALS ..................................................................... 91 ARTICLE XXXVI. INVALIDITY OF CLAUSES ....................................................... 91 ARTICLE XXXVII. TIME IS OF THE ESSENCE .................................................... 91 ARTICLE XXXVIII. TAXES ..................................................................................... 92 ARTICLE XXXIX. PATENTS AND TRADEMARKS ................................................ 92 ARTICLE XL. AGENT FOR SERVICE OF PROCESS ........................................... 93 ARTICLE XLI. COMPLIANCE WITH PUBLIC RECORDS LAW ............................ 93 Section 41.01 Agreement Subject to California Public Records Act ..................... 93 Section 41.02 Indemnification in Event of Intervention ......................................... 93 ARTICLE XLII. DATA SECURITY .......................................................................... 94 ARTICLE XLIII. USE, POSSESSION, OR SALE OF ALCOHOL OR DRUGS ....... 94 ARTICLE XLIV. HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE ......... 94 ARTICLE XLV. CITY’S SMOKING/VAPING POLICY............................................. 95 ARTICLE XLVI. WAIVERS ..................................................................................... 95 ARTICLE XLVII. COMPLETE AGREEMENT ......................................................... 95 ARTICLE XLVIII. ORDER PRECEDENCE ............................................................. 95 ARTICLE XLIX. BROKER'S COMMISSION ........................................................... 96 ARTICLE L. ANTI-BRIBERY AND ANTI-CORRUPTION ........................................ 96 ARTILCE LI. NO LIMIT ON CITY’S POWERS ....................................................... 97 ARTILCE LII. SIGNATURES .................................................................................. 98 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 7 FOOD & BEVERAGE/NEWS & CONVENIENCE CONCESSION AGREEMENT This Concessions Agreement (hereinafter, Agreement) is made and entered into this 1st day of July, 2023 (Effective Date), by and between the City of Fresno, a California municipal corporation (hereinafter referred to as, City or a Party), and SSP America FAT, LLC., a Limited Liability Company, authorized to conduct business in the State of Delaware, (hereinafter referred to as, Concessionaire or a Party), (collectively, hereinafter referred to as, Parties). RECITALS WHEREAS, City is the owner and operator of Fresno Yosemite International Airport (Airport), which is located in the City of Fresno, County of Fresno, State of California; and WHEREAS, City issued a Request for Proposals (Proposal No. 12300507), the terms of which are incorporated by reference herein) for “Food & Beverage Concessions and News & Convenience Concessions” on October 5, 2022, to solicit written proposals; and WHEREAS, pursuant to such solicitation, Concessionaire submitted a written proposal, dated January 17, 2023, which is incorporated herein by this reference to the extent consistent with this Agreement; and WHEREAS, on the basis of City’s evaluation of such proposal, City selected Concessionaire for the award of this Agreement; and WHEREAS, on April 27, 2023, the City Council awarded Concessionaire the Request for Proposals (RFP) for “Food & Beverage Concessions”; and WHEREAS, Concessionaire desires and is ready, willing and able to establish the Concessions at the Airport upon the terms and conditions herein; and WHEREAS, Under the Surplus Land Act, Government Code Section 54220-54234, surplus land is defined as “land owned in fee simple by any local agency for which the local agency’s 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, Subject space (see Exhibit B) of the Airport Passenger Terminal is not a disposition of surplus land pursuant to the Surplus Land Act, because no development or demolition will occur; and NOW THEREFORE, in accordance with Chapter 5, Article 4, of the Fresno Municipal Code, and subject to all the terms, conditions and limitations contained within said Chapter of said Article, all of which are incorporated herein by reference, and in consideration of the above recitals, which recitals are contractual in nature, the mutual promises herein contained, and for such other good and valuable consideration hereby acknowledged, the parties hereto agree as follows: DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 8 ARTICLE I - DEFINITIONS SECTION 1.01 DEFINITIONS As referred to or used herein the following terms have the following meanings: The following terms shall have the meanings set forth below: Additional Rent: Refers to all sums of money required to be paid by Concessionaire to City hereunder, including, but not limited to: Support Space Rent (if any), Miscellaneous Charges, Concessionaire’s share of taxes assessed against City, operating costs and expenses, utility charges, and any other sums or charges which may be due from Concessionaire hereunder. Agreement: Refers to this Concession Agreement, including all exhibits, appendices, schedules, attachments, and subsequent amendments thereto, as the same may be amended from time-to-time. Agreement Year: (a) With respect to the first Agreement Year during the Term, the period commencing on the commencement date and continuing through the end of City’s Fiscal Year in which the commencement date occurs, and (b) with respect to each Agreement Year thereafter during the Term, each twelve-month period commencing on the first day of City’s Fiscal Year and ending on the last day of City’s Fiscal Year, provided that if the Term expires or is terminated on a day other than the last day of an Agreement Year, the last Agreement Year will then end as of the date of such expiration or termination. Airport Concession Disadvantaged Business Enterprise (“ACDBE”): Refers to a business, whether it is a corporation, sole proprietorship, partnership or joint venture certified as an ACDBE by City, of which at least fifty-one percent (51%) of the interest is owned and controlled by one or more socially and economically disadvantaged individuals as defined in the Airport and Airways Safety and Capacity Expansion Act of 1987 and the regulations promulgated pursuant hereto at 49 CFR Part 23. Airport: Refers to Fresno Yosemite International Airport, which is located at 5175 E Clinton Way, Fresno, CA 93727. Airport Terminal(s): The passenger transportation facilities at the Airport, existing or under construction as of the Effective Date of this Agreement, or to be constructed during the Term of this Agreement, known individually as Terminal A, Terminal B, and Federal Inspection Station, including all user movement areas, areas leased exclusively or preferentially to any third party or parties, common areas and baggage claim areas therein and interconnecting hallways, concourses, and bridges. Alcoholic Beverage Control (ABC) Type 47 (On Sale General Eating Place) License: Refers to a permit authorizing the sale of all types of alcoholic beverages: namely, beer, wine, and distilled spirits, for consumption on the premises, and the sale of beer and wine for consumption off the premises. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 9 Annual Report: An audit report prepared annually by an Independent Certified Public Accountant (CPA), in accordance with Generally Accepted Auditing Standards expressing an opinion from the Independent CPA on whether the Schedule of Gross Receipts, Rent and all other fees and charges payable under this Agreement have been completely and accurately presented, calculated, reported, and paid according to the terms of this Agreement. Approved Project: Refers to any portion of the Premises, Concessionaire’s construction, furnishing, fixturing, and remodeling of such portion of the Premises as reviewed and approved by City in accordance with the Tenant Handbook. As Built Drawings: Refers to record documents of the construction, additions, and other modifications constructed by Concessionaire on the Premises including but not limited to Concessionaire’s Agreement, as built models, and drawings in the format as required by City. Assigned Premises: Refers to specific areas of the Airport Terminals, or elsewhere at the Airport, that are assigned (or leased to Concessionaire to occupy) and use for the purposes set forth herein. Concession may be conducted pursuant to this Agreement, including those City owned fixtures and properties therein more specifically described in Exhibit B hereto incorporated herein, which Concessionaire, at its sole cost, expense and liability may use solely in its pursuit of this Agreement and upon the terms and conditions therein provided that title thereto shall at all times be and remain in City and further provided that such fixtures and equipment shall be returned to City along with the Assigned Premises in the manner and according to the terms and conditions in this Agreement. Base Building Work: Refers to the sub-floor, structural elements, demising walls at the exterior of the Premises, utilities infrastructure, and other base building improvements, structures, and fixtures that City installs at the Premises. Base Building Work includes preparation of portions of the Premises designated for concessions activities in Shell condition. Capital Investment: Refers to the dollars spent by Concessionaire in the actual construction, remodeling, furnishing, fixturing, and equipping of any portion of the Premises, in connection with an Approved Project for such portion of the Premises. Capital Investment includes: 1. Architectural and Engineering fees: All soft costs associated with designing the approved project. 2. Leasehold Improvements: All improvements and equipment that are structural in nature or are affixed to the Premises and cannot be removed without material damage to the Premises including, but not limited to, mechanical, electrical, and plumbing work, floors, ceilings, demising walls, store fronts, lighting fixtures, and built-in shelving. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 10 3. Furniture, Trade Fixtures, and Equipment (FF&E): All furniture, fixtures and major equipment installed by Concessionaire within the Premises for use in its performance of the Concession which may be removed from the Premises without causing material damage to the Premises. Certificate of Occupancy: Refers to a document issued by the City of Fresno stating that the building or proposed use of a building or land has complied with all laws and ordinances, and with an approved site plan and any conditions required by the Commission or Board, relative to the proposed building or use. City’s Work: Refers to any work to be done by or on behalf of City to prepare the Premises for Concessionaire. Claim: Refers to any demand, action, cause of action, suit, proceeding, arbitration, claim, judgment or settlement or compromise relating thereto which may give rise to a right to indemnification and defense under Article XIII of this Agreement Common Use Areas: Refers to the areas of the Airport Terminals that are not leased, licensed, or otherwise designated or made available by City for exclusive or preferential use by a specific party or parties. Comprehensive Management Operations Plan & Manual: Refers to a comprehensive manual of standard operating procedures outlining measures designed to promote meeting Concessionaire's responsibilities under this Agreement, to include performance targets, goals, and measures. Concessionaire shall maintain such Manual during the Term of this Agreement and any extensions. Concession: Refers to the rights granted to Concessionaire by City to develop and operate a business to sell food & beverage, retail, or passenger services products to the public and related operations thereto, in accordance with the terms and conditions of this Agreement. Concession Location(s): Refers to the locations, individually or collectively, within the Premises which are intended for the sale of Concessionaire’s goods and services. Concessionaire: Refers to the legal entity that is party to this Agreement who is bound by this Agreement to develop and operate the Concession at the Airport. Concessionaire shall include all approved sub-concessionaires of Concessionaire who are operating within the Premises pursuant to subleases with Concessionaire. In all provisions of this Agreement that require a person to comply with a specific provision requiring representation of Concessionaire, this person shall be an authorized official of Concessionaire. Concessionaire Improvement: Refers to any modifications or improvements made to the Concession Location from time to time as determined by Article IX of this Agreement by the Concessionaire at their sole cost. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 11 Concessionaire’s Operating Obligations: Refers to the various maintenance, repair, and operating duties hereunder to be performed by Concessionaire, at its own cost and expense, in the performance of the Concession. The performance of the obligation by the Concessionaire, or payment to a third party for the performance of these obligations, are not rental payments or other considerations for the right to occupy real property but are acknowledgements by the Concessionaire of its obligation to maintain, repair, and otherwise keep the Premises in optimal condition. Concessions Design Criteria: The compilation of City’s design and construction standards governing all aspects of the Concessionaire’s design and construction of the Premises. City reserves the right to amend the Concessions Design Criteria during the Term. Concessions Services: Refers to the certain Concessionaire’s Operating Obligations and other maintenance and repair performed by City on behalf of and for the benefit of Concessionaire as further described in Article XI hereunder. Concessions Services Fee: Refers to the amounts paid to City by Concessionaire as payment for Concessions Services as further described in Article XI hereunder. Concession Space Rent: Refers to the annual rent payable, paid in twelve (12) equal monthly installments, by Concessionaire to City each Agreement Year based on the total square footage amount of the Premises as further described in Section 4.02. Concession Space Rental Rate: Initially $40 per square foot/year, adjusted on the first annual anniversary of the Date of Beneficial Occupancy and each year thereafter, based on the annual percentage change in the CPI-U Index. The annual adjustment result in Rent will not be less than the amount charged during the prior contract year, or more than five percent (5%) above the prior year’s rate. Critical Dates: 1. Commencement date or Date of Beneficial Occupancy (“DBO”): The day the first Concession Location under this Agreement opens for business. 2. Effective Date: The date of full execution of this Agreement by the Parties. 3. Expiration Date: The 15th anniversary of the Premises Completion Date. 4. Premises Completion Date: The earlier to occur of (a) the opening for business of all Concession Locations following completion of all Approved Projects, or (b) the latest of the dates established under this Agreement for completion of all Approved Projects for all Concession Locations. 5. Required Completion Date: Refers to the date set forth in a Notice to Proceed by which Concessionaire must achieve Substantial Completion of an Approved Project, except as such date may be extended in accordance with the provisions herein. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 12 6. Required Opening Date: Refers to the date set forth in the Development Schedule by which Concessionaire must open each Concession Location for business as defined in the Tenant Handbook, except as such date may be extended in accordance with the provisions herein. 7. Space Turnover Date: The date provided in a Notice to Proceed, which makes a portion of the Premises available to Concessionaire to commence the Approved Project in such portion of the Premises. DBE Coordinator: Refers to the City of Fresno’s DBE/Small Business Program Coordinator, a single position supervisory class responsible for developing and implementing the Federal Disadvantaged Business Enterprise Program certification procedures and for investigating and monitoring contracts for utilization of minority and disadvantaged business enterprise participation for compliance by contractors. Department of Transportation (DOT): Refers to The United States Department of Transportation (USDOT or DOT), one of the executive departments of the U.S. federal government. Deplanements or Deplaned Passengers: Refers to all passengers’ arriving on flights at the Airport from scheduled or chartered flights, whether domestic or international, including non-revenue passengers (but excluding airline crew for the flight), and including those passengers connecting from arriving flights of same or another airline. Deplaned Passengers shall generally be measured for the entire Airport by Airline. Director of Aviation or Director: Shall mean the Director of Aviation, or designee of the Airport as from time to time appointed by the City. Enplanement Stabilization for Three Consecutive Months: Refers to the actual Enplanements for a particular month equaling or exceeding 75% of the actual Enplanements of the same reference month in the reference year, and such threshold is achieved for three (3) consecutive months. Enplanements or Enplaned Passengers: Refers to all passengers’ boarding flights at the Airport from scheduled or chartered flights, whether domestic or international, including non-revenue passengers (but excluding airline crew for the flight), and including those passengers connecting from arriving flights of same or another airline. Enplaned Passengers shall generally be measured for the entire Airport by Airline. FAA: The Federal Aviation Administration or any successor thereto. Fresno-Madera Metropolitan Statistical Area: Refers to the metropolitan area in the San Joaquin (Central) Valley of California consisting of Fresno and Madera counties as defined by the U.S. Office of Management and Budget. Generally Accepted Accounting Principles: Refers to a common set of accounting principles, standards, and procedures issued by the Financial Accounting Standards Board. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 13 Generally Accepted Auditing Standards: Refers to a set of systematic guidelines used by auditors when conducting audits on companies' financial records issued by The Auditing Standards Board (ASB) of the American Institute of Certified Public Accountants (AICPA). Gross Receipts/Revenues/Sales: Refers to the total amount of monies paid or earned by Concessionaire at or from the Premises in its performance of the Concession, as further described in Section 4.01. Joint Venture: Refers to a partnership between two or more companies to form a new business entity. Jurisdiction: Refers to the Superior Court of the State of California, County of Fresno, where this Agreement is performed. Liquidated Damages: Refers to the liquidated damages and not a penalty, to be paid by the Concessionaire to the City for failure to fulfill obligations set forth in this Agreement and which specifically identifies Liquidated Damages associated with such obligations. The Liquidated Damages amount shall be assessed at one hundred dollars ($100.00) per day under this Agreement. Master Fee Schedule: Refers to the annual schedule of fees published by the City of Fresno, which can be modified from time to time. Monthly Concession Report: Refers to report (in a form as set forth in Exhibit C attached hereto) certified by Concessionaire and that Concessionaire shall deliver to City no later than fifteen (15) days after the end of each month during the Term, stating Gross Receipts (with any and all sales of liquor separately identified) for said month for each Concession Location, sales for said month by each Concessions Location with subtotals by type of Concession, calculation of Percentage Fee payable for said month, sales per square foot and per Enplaned Passenger with subtotals by type of Concession, and receipts per square and per Enplaned Passenger with subtotals by type of concession when information available. Notice to Proceed: Refers to any portion of the Premises, the written notice from City to Concessionaire delivering possession of such portion of the Premises to Concessionaire to commence the initial Approved Project for such portion of the Premises, and which establishes the Space Turnover Date and Required Completion Date for such portion of the Premises. Party/Parties: Shall have the meanings set forth in the Recitals to this Agreement. Past Due Interest Rate: Refers to a late payment charge equal to the lesser of the maximum rate allowable by law or one and one-half percent (1.5%) per month on the total amount overdue for each month thereafter until such delinquent installment or other payment amount(s) shall be received by City, which, at any time and from time to time during the life of the Agreement, be changed by action of the City Council of City when, DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 14 in said Council’s opinion, economic conditions and/or other relevant facts and/or circumstances may reasonable warrant such action. Personal Property: Refers to Trade Fixtures, including Concessionaire's nonattached removable decorations, detached floor coverings, and furnishings that are not in any way attached to the Premises, inventory, and other nonattached personal items. Percentage Rent: Refers to the rent paid by Concessionaire to City, on a monthly basis based on a percentage calculated in accordance with Section 4.06. Point of Sale (POS): Refers to the place where a customer executes the payment for goods or services and where sales taxes may become payable, including both the physical concession location or a virtual sales point including (but not limited to) computers or mobile electronic devices. Premises: Refers to the portion(s) within the Airport consisting of the Concession Locations and Support Spaces depicted on Exhibit B attached hereto containing approximately 9,772 Square Feet, including any improvements to be made or modifications to be made thereto. Product Price List: Refers to a listing, substantially consistent with Exhibit G, of the goods and services to be sold from the Concession Location which must include the prices to be charged to the public for said goods and services. Public Areas: Refers to certain areas of the Terminal designated by City to be public or to be used in common, including, but not limited to, the walkways, streets, roadways, waiting rooms, hallways, restrooms and other passenger conveniences. Remediation Plan: Refers to a written plan developed by Concessionaire to improve the performance of Concession Location(s) including, but not limited to, proposed remedial activities such as employee training, staffing changes, merchandise and service modifications, facility refurbishment and repair, and/or replacement of concept or brand. Replacement Premises: Shall mean other location(s) within the Airport Terminals containing substantially the same area, visibility, and exposure to passenger traffic as the portion(s) of the Premises being reclaimed by City. Severe Decline in Enplanements for Three Consecutive Months: Refers to the actual Enplanements achieved during a one-month period is less than 75% of the actual Enplanements of the same reference month in the same reference year, and such shortfall continues for three (3) consecutive months. Substantial Completion: Refers to the stage in the process of any construction or other work when such work is sufficiently complete, as reasonably determined by City, so that (i) in the case of City’s Work, Concessionaire is able to take possession of the Premises for the purpose of performing the Approved Project, or (ii) in the case of Approved Project work, Concessionaire has received a Certificate of Occupancy and/or a Temporary Certificate of Occupancy from City and is able to occupy the Premises for the purpose of DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 15 opening for business. In no event shall Substantial Completion of any work occur prior to the issuance by City of the Notice to Proceed. It is the intent of the Parties that the application of the term Substantial Completion in the context of this Agreement shall coincide with the application of that term in Fresno, California, under State of California laws, so that the date on which Substantial Completion occurs under this Agreement shall be the same date relative to the imposition and levy of local ad valorem taxes. Support Space(s): Refers to the non-selling locations, individually or collectively, within the Premises which are intended for the support of Concessionaire’s operation of the Concession including, but not limited to, offices, commissary, and storage spaces. Support Space Rent: Refers to the annual amount payable by Concessionaire to City for the use and occupancy of the Support Spaces, as further described in Section 4.03. Support Space Rent Rate: Refers to the fair market rental rate per square foot for the Support Spaces, as further described in Section 4.03. Surety: Refers to the guarantee of the debts of one party by another. An organization or person that assumes the responsibility of paying debt in case the debtor defaults or is unable to make the payments. Tenant Handbook: The compilation of City’s standards, procedures, construction activities, requirements, directives, and rules and regulations governing the operations of concessionaires and actions of their employees, representatives, agents, and vendors, which is incorporated herein by reference. City reserves the right to amend the Tenant Handbook during the Term. City shall provide a proposed copy of the Tenant Handbook upon completion to the tenants prior to its implementation. Upon final implementation, any amendment of the Tenant Handbook will be binding on Concessionaire without amendment to this Agreement, provided that the amendment of the Tenant Handbook does not conflict with other terms and conditions of this Agreement. Tenant Improvement Request: Refers to any requests made by Concessionaire for modifications or improvements made to the Concession Spaces from time to time as determined by Article IX of this Agreement. Term: Refers to the period beginning on the commencement date and ending on the Expiration Date. Term Options: Refers to the number of years the Term may be extended at the sole discretion of the Airport. Title VI List of Pertinent Nondiscrimination Statutes and Authorities: Refers to a series of regulations under Title VI of the 1964 Civil Rights Act, 42 U.S.C. 2000d, which provides that: “No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance”. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 16 Total Passengers: Refers to the complete number of passengers enplaning and deplaning airline carriers at Fresno Yosemite International Airport total number of Enplaned Passengers. Trade Fixtures: Refers to all furniture, fixtures, and major equipment installed by Concessionaire, for use in its performance of the Concession, removable from the Premises without causing material damage to the Premises. TSA: The U.S. Department of Homeland Security Transportation Security Administration or any successor thereto. Unamortized Investment: Refers to the unamortized amount, for that portion of the Premises at the time such amount is referred to herein, of Concessionaire’s Capital Investment or portion thereof, using straight line amortization, calculated daily, over the period beginning on the latter of: (i) the Premises Completion Date or (ii) the completion of an Approved Project to which such Capital Investment refers, and ending on the Expiration Date. ARTICLE II - PREMISES SECTION 2.01 PREMISES DESCRIPTION City hereby leases to Concessionaire and Concessionaire hereby agrees to lease from City the Premises within the Airport consisting of the Concession Locations and Support Spaces as listed and depicted on Exhibit B, attached hereto, and incorporated herein, including any improvements to be made or modifications to be made thereto. No other part of the Airport Terminals or the Airport shall be part of the Premises. The total estimated areas of the Premises, Concessions Locations, and Support Spaces are incorporated in Exhibit B. If the Premises is not fully constructed at the time of Agreement execution, then the actual square footage determined after completion of construction shall be adjusted and acknowledged by the parties. No later than 30 days after the City, Concessionaire shall certify in writing the actual as-built areas of the Premises, Concession Locations, and Support Spaces. The Parties agree to modify Exhibit B to incorporate such as-built areas, such modifications to be confirmed by letter executed by City, without need for formal amendment to the Agreement. SECTION 2.02 ADDITIONS TO AND DELETIONS FROM THE PREMISES City and Concessionaire may, during the Term and by mutual agreement, add additional space(s) or delete space(s) from the Premises. All space(s) added to the Premises pursuant to this Section 2.02 shall be subject to all the terms, conditions, and other provisions of this Agreement and Concessionaire shall pay to City all rents, fees, and charges applicable to the additional space(s) in accordance with this Agreement. In the case of deletions of space(s) from the Premises, rents, fees, and charges paid to City by Concessionaire shall be appropriately adjusted. The Parties agree to modify Exhibit B, DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 17 as necessary, to incorporate space additions to the Premises and space deletions from the Premises by letter executed by the Director of Aviation or designee and acknowledged by Concessionaire, without need for formal amendment to this Agreement. SECTION 2.03 RECLAIMING OF PREMISES FOR AIRPORT PURPOSES City reserves the right to reclaim the Premises when, in the sole discretion of City, such reclaiming is necessary for the development or operations of the Airport or is in the best interest of City. City will make a reasonable effort to identify other location(s) within the Airport Terminals containing substantially the same area, visibility, and exposure to passenger traffic as the portion(s) of the Premises being reclaimed (such other location(s), if any, hereinafter referred to as, the Replacement Premises). City shall exercise such right to reclaim by giving Concessionaire not less than 120 days prior written “Notice of Intent to Reclaim Premises” specifying the effective date of the reclaiming and identifying Replacement Premises, if any. Concessionaire shall, by written notice given to City no later than 90 days after receipt of Notice of Intent to Reclaim Premises, notify City of its acceptance of the Replacement Premises, if any, whereupon, as of the effective date provided in City’s Notice of Intent to Reclaim Premises: 1. All the terms, covenants, conditions, and provisions of this Agreement shall continue in full force and effect and apply to the Replacement Premises. 2. Concessionaire shall move from the Premises, or portion(s) thereof being reclaimed by City, into the Replacement Premises on or before the effective date stated in the City’s Notice of Intent to Reclaim Premises and shall vacate and surrender possession of the Premises or portion(s) thereof being reclaimed by City. 3. Subject to the other provisions of this Agreement, Concessionaire shall be deemed to have accepted possession of the Replacement Premises in its “as is” condition as of the effective date stated in City’s Notice of Intent to Reclaim Premises. 4. City will pay to Concessionaire reasonable and proper moving expenses to include moving of furniture, equipment, and other personal property into the Replacement Premises. Concessionaire shall pay all other costs to improve and fit out the Replacement Premises. In addition, City will pay to Concessionaire, within 15 days of the effective date stated in City’s Notice of Intent to Reclaim Premises, an amount equal to the Unamortized Investment in the portion(s) of the Premises being reclaimed less any of the Unamortized Investment attributable to Trade Fixtures moved to the Replacement Premises. Concessionaire may be compensated based on potential losses as mutually agreed to by the parties. City shall not be liable for any inconvenience to Concessionaire or for any interruption of Concessionaire’s business, because of moving to Replacement Premises. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 18 If no Replacement Premises are available, as determined solely by City, if Concessionaire fails to respond to City’s Notice of Intent to Reclaim Premises within 30 days after receipt of such notice or otherwise rejects the Replacement Premises, or if City deems the use(s) or concept(s) are not appropriate at the Replacement Premises, then the Agreement for the Premises or portion(s) thereof being reclaimed will terminate on the Effective Date provided in the Notice of Intent to Reclaim Premises, and City will pay to Concessionaire, within 15 days of the Effective Date stated in City’s Notice of Intent to Reclaim Premises, an amount equal to the Unamortized Investment in the portion(s) of the Premises being reclaimed. In such event, the provisions of this Agreement related to termination shall apply. The Parties agree to modify, within ten (10) days of the Effective Date stated in the Notice of Intent to Reclaim Premises, Exhibit B, as necessary, to delete the portion(s) of the Premises being vacated and incorporate the Replacement Premises, if any. These modifications will be confirmed by letter executed by the Director of Aviation or designee and acknowledged by Concessionaire, without need for formal amendment to this Agreement. SECTION 2.04 MODIFICATIONS TO PREMISES, TENANT IMPROVEMENTS City shall have the right to make minor modifications to any portion of the Premises at the sole discretion of City to accommodate Airport operations, security renovations, maintenance, or other work to be completed in the Airport Terminals. Minor modifications are subject to all provisions in Section 2.02. Minor modifications are those that may affect the Premises, but which do not have any material effect in the Concessionaire activities. SECTION 2.05 INGRESS AND EGRESS Subject to all applicable rules, regulations, or City policies governing the use of the Airport, City grants to Concessionaire the non-exclusive right to use, in common with others, certain areas of the Airport Terminals designated by City to be public or to be used in common, including, but not limited to, the walkways, streets, roadways, waiting rooms, hallways, restrooms and other passenger conveniences (Public Areas) for Concessionaire's employees, customers, contractors, agents, invitees and suppliers for the uses for which those Public Areas were designed. Concessionaire's rights under this Section shall include the right of ingress and egress to and from the Premises. City reserves the right to modify the Public Areas at any time and in any way, it deems appropriate, including, but not limited to, reconfiguration of the Public Areas, expansion, or contraction of the Public Areas, or changing access points to and from the Public Areas. Access to some Public Areas will be restricted to Concessionaire’s employees who display valid security access badges issued by City. SECTION 2.06 PREMISES ACCEPTANCE AS IS Concessionaire understands, acknowledges, and accepts the Premises in its present condition, “As Is” with all faults and with absolutely no warranties as to condition or DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 19 suitability for use being given by City. City shall have no obligation, liability, or responsibility to construct additional improvements or to modify existing conditions, nor to provide services of any type, character, or nature (including any obligation to maintain, repair, or replace utilities or telephone/data service) on or to the Premises during the Term other than as explicitly stated in this Agreement. SECTION 2.07 NO WARRANTY OF ECONOMIC VIABILITY City makes no warranty, promises or representations as to the economic viability of the Premises or Concessionaire’s business concept(s) or any other matter pertinent to the potential or likelihood for success or failure of Concessionaire business operations. Concessionaire acknowledges that airline gate usage and other aspects of Airport operations are subject to change during the Term without notice and that City makes no warranty regarding the location of airline gate usage. Except as is specifically set forth herein, City shall not, by virtue of the existence of this Agreement, be constrained in connection with its operation of the Airport. ARTICLE III - TERM SECTION 3.01 TERM This Agreement shall be effective and binding upon the Parties as of the Effective Date. The Term of this Agreement shall begin on the commencement date and continue through the Expiration Date, as stated in this Agreement, unless sooner terminated as herein provided. SECTION 3.02 HOLDOVER Any occupancy of Premises by Concessionaire with the written consent of City after the Expiration Date shall be on a month-to-month basis with all provisions of this Agreement, including rent, fees and charges, remaining in place until such time that City gives notice to Concessionaire to surrender the Premises. Notice to surrender premises will be provided not less than 30 days prior to the anticipated surrender date. Any occupancy of Premises by Concessionaire after the termination of this Agreement without the written approval of City constitutes a month-to-month lease on the same terms and conditions as this Agreement. Concessionaire must pay Concession Space Rent, Support Space Rent, and Percentage Rent for the entire holdover period for that portion of Premises where the Agreement has expired or been terminated. No occupancy of any portion of the Premises by Concessionaire after the expiration or other termination of this Agreement with respect to such portion of the Premises extends the Term, except as a holdover tenancy. In the event of such holdover tenancy, Concessionaire shall indemnify City against all damages arising out of the Concessionaire’s holdover tenancy, including but not limited to, any costs incurred by City to evict Concessionaire, and all insurance policies and Security Deposits required to be obtained and maintained by Concessionaire as set forth in this Agreement shall continue in full force and effect. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 20 SECTION 3.03 RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION Concessionaire shall, upon termination of this Agreement, with or without cause, surrender the Premises to City peaceably, quietly and in as good order and condition as the same now are or may be hereafter improved by Concessionaire or City, reasonable use and wear thereof and damage by casualty, which damage Concessionaire did not cause and is not required to repair or restore, excepted. Concessionaire shall remove all signage and provide temporary walls to seal all openings of premises that meet the guidelines outlined in the Tenant Handbook. Concessionaire shall also provide to City all keys to doors, window displays or any area of controlled access within the footprint of the Premises. City shall be entitled to exercise the non-judicial remedy of locking Concessionaire out of the Premises as a means of enforcing City’s right of possession, regardless of whether Concessionaire is delinquent in rental payments, including without limitation the de-activation of Concessionaire’s security badges or credentials; and this right of de-activation shall not, and legally cannot, limit or otherwise affect City’s governmental police powers to de-activate security credentials for security or other governmental reasons. Upon expiration or termination of this Agreement, Concessionaire shall, subject to City’s lien described in Section 4.12, remove all furniture, fixtures and equipment installed by Concessionaire and Concessionaire or brand proprietary property, inventory, and other personal property, and leave the Premises in broom clean condition. Any damage to the Premises caused by Concessionaire’s removal of such furniture, fixtures, equipment, or property shall be immediately repaired by Concessionaire at Concessionaire’s expense and to the satisfaction of City. Notwithstanding the foregoing, if Concessionaire fails to remove such furniture, fixtures, equipment or property within ten (10) days from the date of termination of this Agreement, then Concessionaire shall be deemed to have abandoned same and City shall have the right, at its option, and in its sole discretion, to take title to said furniture, fixtures, equipment and/or property and sell, Agreement, salvage, or dispose of the same in any manner permitted by law. Concessionaire shall have no right, interest, or claim in or to any proceeds of the sale or other disposition of such items. Any net expense City incurs in disposing of such items shall be immediately reimbursed by Concessionaire. No act by City shall be deemed an acceptance of a surrender of the Premises. No acceptance of a surrender of the Premises shall be valid unless it is in writing and signed by City. SECTION 3.04 END OF TERM TRANSITION During the final Agreement Year, City plans to award and transition to a new agreement for concessions services that may include rights to the Premises or portions thereof. If Concessionaire is not selected for the new agreement, City will notify Concessionaire in writing of the exact dates of a transition period. Concessionaire will cooperate fully with City and Concessionaire’s successor to ensure an effective and efficient transition of the Premises and concession operations to the successor. Concessionaire acknowledges its responsibility to continuously perform the Concession in a professional, high-quality, and customer-centric manner during the transition to the successor. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 21 ARTICLE IV - RENTALS, FEES, OTHER CHARGES, REPORTING, AND ACCOUNTING RECORDS SECTION 4.01 DEFINITION OF GROSS RECEIPTS Gross Receipts (sometimes referred to as Gross Revenues or Gross Sales) include all monies paid or payable to Concessionaire for sales made, services rendered, and customer orders fulfilled at or from the Premises, regardless of when or where the customer order is placed (including outside the Premises), and any other receipts, credits, internet sales, mobile app sales (owned or third-party), or revenues of any type arising out of or in connection with Concessionaire’s or Concessionaire’s sub-concessionaires’ or agents’ operations at the Premises, including, but not limited to, branding fees, marketing fees, merchandising fees, promotional allowances, performance allowances, retail display allowances (RDAs), and any other type of ancillary advertising or product placement fees, and other allowances and fees. Gross Receipts shall not include: • Any taxes imposed by law that are separately stated to and paid by a customer and directly payable to the taxing authority by Concessionaire. • Amounts and credits received from suppliers for products and merchandise returned by concessionaire. • Cash and credit card refunds to customers for merchandise returned. • Amounts and credits received in settlement of claims for loss of, or damage to, merchandise. • Insurance proceeds received from the settlement of claims for the loss of or damages to Concessionaire’s property at or on the Premises other than the proceeds from business interruption insurance. • Inter-company store transfers. • United States Postal Service stamp sales. • Uniforms or clothing purchased by employees where such uniforms or clothing are required to be worn by employees. • Reimbursements from Concessionaire’s sub-concessionaires for any taxes, fees, franchise or license fees, utilities or other services paid or provided by Concessionaire for or on behalf of its sub-concessionaires; provided, however, that any reimbursement more than the actual cost of such taxes, fees, franchise or license fees, utilities or other services shall be included in Gross Receipts. • Rental, fees, and charges paid to Concessionaire by its sub- concessionaires pursuant to the provisions of this Contract; provided, however, that any such payment more than the amounts required hereunder shall be included in Gross Receipts. • Gift cards sold at the Premises. When a gift card is redeemed or accepted as payment for a purchase at the Premises, the transaction must be reported as part of Gross Receipts. • Amounts for coupons and other forms of discounts (including Airport but not limited to, employee meals, complimentary customer meals, and the Airport DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 22 employee discount described in Section 6.03), such that only the amounts received are ultimately included in Gross Receipts. • National rebates and National volume allowances. • Gratuities for services performed by employees paid by Concessionaire or by its customers except to the extent Concessionaire may be entitled to receive a portion of the gratuities. SECTION 4.02 CONCESSION SPACE RENT Commencing on the Date of Beneficial Occupancy, Concessionaire covenants and agrees for each contract year of the Term to pay to City Concession Space Rent, calculated in advance and without demand or invoice. Concession Space Rent is payable in 12 monthly equal payments, beginning on the commencement date and on the first day of each month thereafter throughout the Term of this Agreement. Concession Locations are shown in Exhibit B and attached and incorporated herein, as set forth in sub- paragraph 1 of this Section below: 1. Concession Space Rent shall consist of an annual sum calculated on the basis of forty dollars ($40.00) per square foot for the area of the Concession Locations. SECTION 4.03 SUPPORT SPACE RENT As consideration for the right and privilege to Support Space as granted herein, Concessionaire agrees for each contract year of the Term to pay to City Support Space Rent, calculated in advance and without demand or invoice. Concession Space Rent is payable in 12 monthly equal payments, beginning on the commencement date and on the first day of each month thereafter throughout the Term of this Agreement. Support Spaces are shown in Exhibit B and attached and incorporated herein, as set forth in sub- paragraph 1 of this Section below: 1. Support Space Rent shall consist of an annual sum calculated on the basis of twenty dollars ($20.00) per square foot for the area of the Concessionaire’s Support Space. SECTION 4.05 ANNUAL RENTAL ADJUSTMENTS The Concession Space Rent and Support Space Rent will be adjusted on the first annual anniversary of the Date of Beneficial Occupancy and each year thereafter, based on the annual percentage change in the CPI-U Index. However, in no event will the annual adjustment result in Rent being less than the amount charged during the prior contract year or more than five percent (5%) above. SECTION 4.06 PERCENTAGE RENT At all times while Gross Receipts are being generated from the Premises, Concessionaire shall calculate Percentage Rent each month, which Percentage Rent shall be equal to the product of the applicable Percentage Rent Rate(s) times the amount of Concessionaire’s Gross Receipts during such month. The Percentage Rent Rate(s) shall DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 23 be ten percent (10%) for the term of this Agreement. Concessionaire shall pay Percentage Rent to City monthly without prior notice or demand within fifteen (15) days after the expiration of each month. All Percentage Rent payments shall be computed based on all Gross Receipts made during the previous month as all such Gross Receipts are indicated on Concessionaire’s Monthly Concession Report. SECTION 4.07 AIRPORT CHARGES Concessionaire shall pay to City any other fees and charges assessed by City relating to City’s operation and maintenance of the Airport, including without limitation, for segregation and/or removal of garbage and refuse, in accordance with standard rates or nondiscriminatory prorated charges, established by City from time to time, as well as any additional charges assessed by City relating to Concessionaire’s activities or operations at the Airport, which charges shall equal Concessionaire’s proportionate share. Such other fees and charges may include, but shall not be limited to, fees for security badges and charges to account for additional expenses City incurs in operating the Facilities due to Concessionaire’s operations. All persons employed at the Terminal are required to obtain background checks, security clearances and identification security badges from City and City has the right to institute a charge for the processing, issuance and reviews and renewals. All security badges must be properly accounted for by Concessionaire and promptly returned in accordance with City’s and all other applicable rules, policies and regulations. SECTION 4.08 SCREENING If applicable as may be required by local, state, or federal Law, including, but not limited to, the Federal Aviation Administration’s (FAA), the Transportation Security Administration’s (TSA), City’s or any other applicable rules and regulations now in effect or hereinafter enacted, costs incurred for the screening of Concessionaire’s goods, merchandise, products, equipment, materials and supplies, which shall be paid by Concessionaire directly to City. SECTION 4.09 ADDITIONAL RENT In addition to Concession Space Rent, Support Space Rent and Percentage Rent, Concessionaire shall pay, as Additional Rent, all sums of money required to be paid by Concessionaire to City hereunder, including, but not limited to: Concessionaire’s share of taxes assessed against City, operating costs and expenses, utility charges, and any other sums or charges which may be due from Concessionaire hereunder. If such amounts or charges are not paid at the time and in the manner as provided herein, they shall nevertheless be collectible as Additional Rent with the next payment of Concession Space Rent thereafter falling due, but nothing herein shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder or to limit any other remedy of City. All amounts of rentals payable in each month shall be deemed to comprise a single rental obligation of Concessionaire. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 24 SECTION 4.10 FAILURE TO MAKE TIMELY PAYMENTS Without waiving any other right or action available to City, in the event Concessionaire is delinquent in the payment of rents, fees, or charges hereunder or rightly due and owing by an audit of Concessionaire’s books and records as provided in Section 4.13, and in the event Concessionaire is delinquent in paying to City any such rents, fees, or charges for a period of six (6) days after the payment is due, City reserves the right to charge Concessionaire interest thereon, from the date such rents, fees, or charges became due to the date of payment, and shall accrue interest at the Past Due Interest Rate from the due date until paid in full, or the maximum rate allowed by law. In the event of a dispute as to the amount to be paid, City shall accept the sum tendered without prejudice and, if a deficiency is determined to exist, interest shall apply only to the deficiency. The right of City to require payment of interest and the obligation of the Concessionaire to pay same shall be in addition to and not in lieu of the right of City to enforce other provisions herein, including termination of this Agreement, and to pursue other remedies provided by law. The failure of City to act in the event of a delinquent payment or series of payments shall in no way waive the right of City to act at a subsequent time. City expects all rents, fees, and charges to be paid on time and Concessionaire agrees to pay on time. Notwithstanding other provisions of this Agreement, and without limiting the other provisions of this Agreement concerning, among other things, events deemed to constitute default of Concessionaire, City may, in City ’s reasonably exercised discretion, terminate this Agreement upon written notice to Concessionaire if (i) there are recurring instances in which Concessionaire’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable; or (ii) Concessionaire fails to maintain adequate records and accounts reflecting its business operations at the Airport and calculation of Gross Receipts/Revenues under this Agreement; or (iii) Concessionaire fails or refuses to submit the formal supporting paperwork as required herein. SECTION 4.11 OFF SET CREDITS ON ACCOUNT If any credit on Concessionaire’s account is 180 days or older, the City has the right to apply such credit to the outstanding balance without prior written consent from the Concessionaire and which invoice to apply the credit to. SECTION 4.12 CITY’S LIEN City shall have a lien upon all Trade Fixtures and Personal Property of the Concessionaire placed in or on the Premises, to the extent permitted by law, for the purpose of securing the payment of all sums of money that may be due to City from Concessionaire under this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 25 This lien shall supersede any other lien including any lien created in connection with Concessionaire’s financing. Concessionaire is prohibited from pledging any Trade Fixtures and/or Personal Property without prior, written permission of City. SECTION 4.13 RECORD KEEPING, REPORTS, ANNUAL AUDIT, & END OF YEAR ADJUSTMENT A. Generally Accepted Accounting Principles Concessionaire shall prepare and maintain, in accordance with Generally Accepted Accounting Principles, complete and accurate books and records that include all financial transactions in the performance of this Agreement. Concessionaire’s system of accounts shall allow each Concession Location to be distinguished from all other Concession Locations. Concessionaire shall maintain source documents sufficient to support its books, records, and reports. The books and source documents to be kept by Concessionaire must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially prenumbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers, (vi) memorandum receipts or other records of merchandise taken out on approval, (vii) detailed original records or any exclusions or deductions from Gross Receipts/Revenues, (viii) sales tax records, and (ix) all other sales records, if any, that would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of Gross Receipts/Revenues. All monies related to this Agreement shall be deposited to and paid from a business bank account(s), the records for which shall be subject to review and audit in accordance with the provisions hereof. B. Financial Reports 1. Daily Gross Receipts/Revenues: Upon request of the City, Concessionaire agrees to report Gross Receipts/Revenues for periods of less than one month in a format and frequency as requested by City. 2. Monthly Concession Report: No later than fifteen (15) days after the end of each month during the Term, Concessionaire shall deliver to City a certified Monthly Concession Report, in a form as set forth in Exhibit C attached hereto, stating Gross Receipts/Revenues for said month for each Concession Location and the calculation of Percentage Fee payable for said month. 3. Annual Audit: No later than 90 days after the end of each Agreement Year during the Term, Concessionaire shall, at its sole cost and expense, provide an annual audit report by an independent Certified Public Accountant, licensed in the DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 26 State of California and acceptable to City, of Concessionaire’s monthly Gross Receipts/Revenues and the amounts paid to City as Rent for the subject Agreement Year, or part thereof (said annual audit report hereinafter referred to as Annual Report). There may be no limitation on the scope of the engagement that would preclude the auditor from expressing an unqualified opinion as to the correctness and completeness of the reported Gross Receipts/Revenues. The engagement will include a Schedule of Gross Receipts, Rent and all other fees and charges for each month of the Concessionaire’s operations in the Agreement Year, prepared in accordance with the comprehensive basis of accounting defined herein and reported in a format acceptable to City. The engagement will be conducted in accordance with Generally Accepted Auditing Standards and shall include an opinion on whether the Schedule of Gross Receipts, Rent and all other fees and charges has been completely and accurately presented, calculated, and reported according to the terms of this Agreement. C. Findings City reserves the right to challenge any findings or conclusions of the Annual Report if it believes an error may have occurred. In such event, City may conduct its own audit under the provisions in Section 4.16 or may require production of the supporting documentation used to reach the finding or conclusion in question. The resolution by City of any dispute will be final. Delivery of an Annual Report containing a qualified opinion, or an adverse opinion, or a disclaimer of opinion as defined in the Statements on Auditing Standards, as may from time to time be amended or superseded, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants, or any successor board or agency thereto, will be deemed a material breach of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. D. End of Year Adjustment If Concessionaire has paid to City an amount greater than Concessionaire is required to pay as Rent for an Agreement Year under the terms hereof, Concessionaire shall be entitled to a credit against Concessionaire’s MAG for the amount of the overpayment. If Concessionaire has paid less than the amount required to be paid as Rent for such Agreement Year, then Concessionaire shall pay the difference to City in the next payment of the MAG. E. Form, Frequency, and Method of Reporting Acceptance of monthly reports and payments by City does not constitute agreement by City with the amounts reported and paid. City reserves the right to change the form and frequency of reports and statements, including, but not limited to, the Monthly Concession Report, and to require the submission by Concessionaire of other statistics and information pertaining to the Gross Receipts/Revenues hereunder. Concessionaire agrees to change the form of the DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 27 required reports and statements as requested by City and to provide any additional statistics and information City may request. City shall have the right at any time to require that reports be delivered electronically using technology and procedures designated by City. If City instructs Concessionaire to deliver any reports and statements required hereunder by computer, e-mail, internet website, or transmission, City shall not be obligated to furnish Concessionaire with the equipment or systems necessary to do so. SECTION 4.14 PAYMENT PROVISIONS/INTEREST ON OVERDUE AMOUNTS A. Unless otherwise provided in this Agreement, fixed (i.e. non-activity based) Airport rentals, fees and charges shall be due and payable the first (1st) day of each month, in advance, without invoice. B. Unless otherwise provided in this Agreement, variable (i.e. activity based) Airport rentals, fees, and charges shall be due and payable the fifteenth (15th) day of each month following the month in which assessed, without invoice. C. Unless otherwise provided in this Agreement, all other rentals, fees, and charges shall be due and payable on invoice within thirty (30) days of the date of the invoice. D. The acceptance by City of any payment by Concessionaire shall neither constitute City’s approval of, nor preclude City from questioning the accuracy of, computations in Monthly Activity Report, submitted to City as provided in this Agreement, or from recovering any additional payment actually due from Concessionaire. E. Any payment not received by the due date shall be deemed delinquent and shall accrue interest at the Past Due Interest Rate from the due date until paid in full, or the maximum rate allowed by law. F. All payments due and payable herein shall be paid in lawful money of the United States of America, without set off, by check or wire transfer made payable to City and delivered or wired, as applicable, to the following address or account, or to such other address or account as City by service of written notice upon Concessionaire, may otherwise direct the payment thereof from time to time during the term hereof: Via Mail/Express City of Fresno - Airports Fresno Yosemite International Airport Attn: Airport Accounting 4995 East Clinton Way Fresno, CA 93727-1504 DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 28 SECTION 4.15 FORM OF PAYMENT City reserves the right to require other methods of payment as designated in writing by City. Concessionaire shall provide City with necessary information and authorizations as needed to facilitate such payments. SECTION 4.16 CITY’S RIGHT TO PERFORM AUDITS, INSPECTIONS, OR ATTESTATIONS Notwithstanding Concessionaire’s requirement to submit the Annual Report set forth herein, Concessionaire shall make available to City, upon the written request of the City, at the offices of the Concessionaire at the Airport such books, records and accounts, or photocopies thereof, that are relevant to payment of rentals, fees and charges required under this Agreement for the current year and the preceding calendar year, and shall make such records, or photocopies thereof, available for inspection and audit by City or its authorized representative at reasonable and mutually agreed upon hours and times during the entire term of this Agreement and for two (2) years thereafter. This includes, but is not limited to, financial statements, general ledgers, sales journals, daily or periodic summary reports, inventory and purchasing records, cash register or computer terminal tapes or reports, bank deposit slips, bank statements, cancelled checks, tax reports/returns filed with state or federal entities, discount or rebate/allowance agreements, records of refunds or voids, and joint venture or partnership agreements. Such right of examination shall include cooperation by Concessionaire personnel (including, but not limited to, cooperation in sending confirmations to Concessionaire’s suppliers or others, assisting City in obtaining from governmental entities official copies of tax reports/returns, and disclosing all bank or other accounts into which Gross Receipts/Revenues are deposited) as reasonably considered necessary by City, or its representative, to complete the audit/inspection. There may be no limitation in the scope of the audit, inspection or attestation that would hinder City in testing the accuracy and completeness of the reported Gross Receipts/Revenues. All such books, records, and agreements shall be kept for a minimum period of five (5) years after the close of each Agreement Year. Audits and inspections will be conducted at the Airport. However, if agreed to by City, the audit or inspection can be conducted at another location, in which event Concessionaire shall reimburse City for reasonable transportation, food and lodging costs associated with the audit or inspection, accrued in accordance with City’s Policy and Standard Procedure relating to travel expenses. Concessionaire shall allow City’s representatives to photocopy any records the representatives determine to be necessary to conduct and support the audit or inspection. Concessionaire shall provide City’s representatives with retrievals of computer-based record or transactions the representatives determine to be necessary to conduct the audit or inspection. Concessionaire shall not charge City for reasonable use of Concessionaire’s photocopy machine while conducting the audit or inspection, nor for any cost of retrieving, downloading to storage media and/or printing any records or transactions stored in magnetic, optical microform or other media. Concessionaire shall provide all records and retrievals requested within seven (7) days of the request. The Parties recognize that City will incur additional costs if records DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 29 requested are not provided in a timely manner and that the amount of those costs is difficult to determine with certainty. Consequently, the Parties agree that City may assess liquidated damages in the amount of $100 per day for each record requested that is not received. Such damages may be assessed beginning on the eighth (8th) day following the date the request was made. Accrual of such damages will continue until specific performance is accomplished. If, because of any audit or inspection, it is established that Concessionaire owes additional rents, fees, or charges to City, Concessionaire will pay such additional rents, fees and charges and City may assess interest in accordance with Section 4.10. If it is established that Concessionaire underreported Gross Receipts/Revenues or underpaid fees related to Gross Receipts/Revenues by three percent (3%) or more for the period under consideration, the entire expense of the engagement may be billed to Concessionaire. Any additional payments due shall be paid, no later than Concessionaire’s next payment of the Guaranteed Rent, by Concessionaire to City. If it is established that Concessionaire underreported Gross Receipts/Revenues or underpaid fees related to Gross Receipts/Revenues by five percent (5%) or more for the period under consideration, City shall be entitled to terminate this Agreement for cause upon thirty (30) days’ written notice, regardless of whether the deficiency is paid. If because of any audit or inspection, it is established that Concessionaire has correctly reported or over reported Gross Receipts/Revenues or has paid fees related to Gross Receipts/Revenues equivalent to or greater than the sum due, City shall refund Concessionaire and the entire expense of the audit or inspection shall be paid by City. Concessionaire will include a provision providing City the same rights to initiate and perform audits, inspections, or attestations in any sub-concessionaire agreement that it enters and cause its sub-concessionaires to similarly include the statements in further sub-concessionaire agreements. Record Retention. The Concessionaire will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the Agreement, including, but not limited to, data, documents, reports, statistics, sub- agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. Retention Period. The Concessionaire agrees to comply with the record retention requirements in accordance with 2 C.F.R. section 200.333. The Concessionaire shall maintain all books, records, accounts and reports required under this Agreement for a period of at not less than three (3) years after the date of termination or expiration of this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. Access to Records. The Concessionaire agrees to provide sufficient access to City to inspect and audit records and information related to performance of this contract as reasonably may be required. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 30 Access to the Sites of Performance. The Concessionaire agrees to permit City access to the sites of performance under this Agreement as reasonably may be required. SECTION 4.17 SEVERE DECLINE IN ENPLANEMENTS A. Concession Space Rent Reduction/Suspension If at any time during the Term, there is a Severe Decline in Enplanements for Three Consecutive Months as compared to same time period in the previous year, then the Concession Space Rent shall be temporarily suspended (or may be reduced in proportion to the enplanement decline) as follows: 1. The Concession Space Rent reduction/suspension shall be effective on the first day of the month immediately following the Severe Decline in Enplanements for Three Consecutive Months. 2. During such Concession Space Rent reduction/suspension period, Concessionaire shall be required to pay the greater of the Percentage Rent or reduced Concession Space Rent, unless and until the Concession Space Rent is fully reinstated as provided below. On or before the 10th day of each month, Concessionaire will submit to City a Sales Report showing Concessionaire’s Gross Revenues achieved with respect to the prior month, together with the Percentage Rent calculated on such Gross Revenues, cumulated by Agreement Year. 3. If this Agreement provides that the Percentage Rent is based on a tiered gross revenue structure, for purposes of determining the Percentage Rent payable, the annual Gross Revenues shall continue to cumulate as provided in this Agreement. For example, if Concessionaire’s Agreement Year is November 1 through October 31, then for purposes of calculating Percentage Rent for April, all gross revenues achieved to date (from November 1 through April 30) will be cumulated. B. Concession Space Rent Reinstatement Once Enplanement Stabilization for Three Consecutive Months has been achieved, then the Concession Space Rent is reinstated, and will continue unless and until there is another Severe Decline in Enplanements for Three Consecutive Months, as follows: 1. Such Concession Space Rent reinstatement will be effective on the first day of the month following an Enplanement Stabilization for Three Consecutive Months. 2. In the event the Concession Space Rent is reinstated after the commencement of an Agreement Year or other period for annual gross revenue accumulation specified in this Agreement, the Concession Space Rent will be pro-rated accordingly. C. Determination of Total Enplanements and “True-Ups” The parties acknowledge that Total Enplanements for a particular month are not usually determined as of the first day of the following month. Accordingly, unless and until the DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 31 Concession Space Rent is suspended as provided herein, Concessionaire shall continue to pay the Percentage Fee as and when required hereunder. When Concession Space Rent is later suspended pursuant to Section 4.17(A), then City shall issue a rent credit to reflect any resulting overpayment in rent. If and to the extent Concessionaire has any outstanding obligations to City hereunder, City may decline to issue such rent credit or reduce the rent credit by the amount outstanding. When the Concession Space Rent is reinstated, Concessionaire shall pay to City within five (5) days after City shall have given notice to Concessionaire of such reinstatement, the deficiency, if any, between the Percentage Rent paid by Concessionaire and the Concession Space Rent, for the month(s) following such reinstatement. D. Total Enplanement Determinations Director of Aviation or designee shall have the sole discretion as to the Total Enplanement calculations, and whether there exists a Severe Decline in Enplanements for Three Consecutive Months and/or an Enplanement Stabilization for Three Consecutive Months. E. No Effect The Concession Space Rent suspension shall have no effect on (i) any adjustments specified in this Agreement to be made to the Concession Space Rent; or (ii) the Deposit Amount. F. Effect of Default Notwithstanding anything to the contrary herein, in the event Concessionaire shall default under this Agreement, the Director of Aviation or designee may immediately reinstate the Concession Space Rent, upon providing seven (7) days’ written notice to Concessionaire and an opportunity to cure. G. Sub-Concessionaires Without limiting the provisions of Article XXV (Assignment and Subcontract) if Concessionaire subleases any portion of the Premises, Concessionaire shall offer to such sublessor(s) the same types of Concession Space Rent suspension as are provided herein. H. Example of Severe Decline in Enplanements Calculation For purposes of this Section, please refer to Exhibit I for an example of how the Severe Decline in Enplanements for Three Consecutive Months clause is calculated. SECTION 4.18 DUE DATE, TYPE, FORM AND AMOUNT OF SECURITY DEPOSIT Concessionaire shall provide to City a Security Deposit in an amount equal to three (3) months Agreement Rents, Fees, and Charges. Such deposit shall be in the form of: (i) cash; (ii) a Surety Bond issued by an insurance company authorized to do business in the State of California and authorized to write such bonds in said State; or (iii) a non- DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 32 revocable Letter of Credit established in favor of City for the account of Concessionaire by a federally chartered bank acceptable to City, guaranteeing the faithful performance of all of the covenants and conditions herein to be performed by Concessionaire. Upon the expiration or termination of this Agreement, and the payment of all fees and charges due to the City for the privileges granted in this Agreement, the Security Deposit shall be refunded or the surety instrument returned to Concessionaire, provided there are no other outstanding claims or charges against Concessionaire by City. City shall not be required to pay, and City shall not pay, any interest on this Security Deposit. SECTION 4.19 DRAWDOWN BY THE CITY A. If Concessionaire defaults with respect to any provision of this Agreement (and such default extends beyond any applicable cure period provided in this Agreement), including but not limited to the provisions relating to payment of rentals, fees and charges or any other sums due and owing, City may, to the extent allowed by law, with or without prior notice to Concessionaire (except as otherwise required herein), draw down on the surety provided by Concessionaire, up to the full amount thereof, and apply such draw on amount(s) to correct any default by Concessionaire, to pay any rentals or other sums in default by Concessionaire, to reimburse City for any amount(s) which City may spend or become obligated to spend by reason of Concessionaire's default, to compensate City for any other loss or damage which City may suffer by reason of Concessionaire's default, or to pay any amount due or owing upon expiration or earlier termination of this Agreement. B. Within fifteen (15) calendar days following any draw on and application by City of any part or the entire surety amount provided by Concessionaire, City shall provide Concessionaire with notice of such draw on and application, in writing. C. In the event the amount of surety provided to City by Concessionaire shall, at any time and from time to time during the life hereof be reduced pursuant to the draw down provisions of this Agreement, Concessionaire shall, within ten (10) days after written demand therefore is served upon Concessionaire by City, deposit additional surety with City in a sum sufficient to restore the required surety to its currently obligatory amount. D. In the event City finds it necessary to draw down on the surety instrument more than two times for any reason, the third draw down shall itself constitute grounds for default and breach of this Agreement by Concessionaire. SECTION 4.20 RETURN/SURRENDER/RELEASE OF SECURITY DEPOSIT BY CITY The surety instrument shall be returned to Concessionaire not later than sixty (60) days after termination of this Agreement, provided there are no outstanding claims against the Concessionaire by City. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 33 ARTICLE V - PERMITTED USES SECTION 5.01 PERMITTED USE A. Uses The Premises shall be used by Concessionaire only for the purposes of performing the Concession, as further described in this Agreement and for such other uses as City may agree to in writing. Concessionaire recognizes that the specific limited use prescribed herein is a material consideration to City in order that the Airport will, in City’s sole discretion, maintain an appropriate concession mix to efficiently serve the traveling public and to produce the maximum Gross Sales possible for all Concessionaires. The Support Spaces shall be used by Concessionaire only for office and administrative purposes related to the operation of the Concession and the storage and preparation of products necessary for the operation of the Concession. No portion of the Premises shall be used to warehouse, stock, or store any goods, wares or merchandise not intended to be offered for sale at or from the Premises. B. Concession Locations Exhibits A and G, which are attached hereto and made a part hereof, sets forth the trade name for each Concession Location and a listing, by general category, of goods and services that Concessionaire is allowed to sell from each Concession Location. Such list of the Permitted Uses shall constitute a limitation of the goods and services, which may be sold at each Concession Location. Concessionaire’s Permitted Uses will be limited to its proposed and approved concepts and uses within the Food & Beverage categories, as further described in Exhibit A. Notwithstanding the foregoing, Concessionaire and City may mutually agree to different concepts within the Food & Beverage Categories. C. Permitted Products, Services and Prices No later than 30 days prior to the opening of a Concession Location, Concessionaire must submit to City, for its written approval, a listing, substantially consistent with Exhibit G and as requested by City, of the goods and services to be sold from the Concession Location. Such listing (hereinafter referred to as the Product Price List) must include the prices to be charged to the public for the goods and services. Once approved by City, the Product Price List for each Concession Location shall remain in effect through the first year of this Agreement. Concessionaire shall not add, delete, or sell any goods or services not included on the Product Price List, nor change the price of any good or service, without first receiving written approval from City, which approval shall not be unreasonably withheld or delayed. Written approval shall serve to modify the Product Price List without need for amendment of this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 34 City may, at its discretion, require Concessionaire to reasonably add goods or services that are in public demand to the Product Price List for any Concession Location. Within ten (10) business days of a written request by City, Concessionaire shall provide a current Product Price List. SECTION 5.02 NON-EXCLUSIVE RIGHTS The rights granted herein for the performance of the Concession shall be non-exclusive. City may, at any time, award space (existing or newly created) to other parties who may have rights or may sell goods or products like those non-exclusively granted herein. City may, in its sole discretion, grant exclusive rights to other concessionaires to sell goods or services that Concessionaire is not authorized to sell, whether such agreements are awarded competitively or through negotiations and regardless of whether the terms of such agreements are favorable than the terms of this Agreement. In the event of a dispute between Concessionaire and any other party operating at the Airport as to the rights of the parties under their respective contracts, City shall determine the rights of each party and Concessionaire agrees to be bound by City’s decision. SECTION 5.03 RESTRICTIONS Nothing in this Section/Article will be construed as authorizing Concessionaire to conduct any business separate and apart from this Agreement or in areas at the Airport other than the Premises. All rights and privileges not specifically granted to Concessionaire for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to City. SECTION 5.04 PERMITS AND LICENSES Concessionaire will obtain and maintain throughout the Term all permits, certificates, licenses, or other authorizations required in connection with the operation of the Concession. Copies of all required permits, certificates, licenses, or other authorizations will be appropriately displayed within the Premises and forwarded to City upon issuance and each renewal. In the event, City is required or has obtained any of the necessary permits, Concessionaire will reimburse City for any permit fees and associated costs in obtaining said permits. ARTICLE VI - OPERATIONS AND PERFORMANCE STANDARDS SECTION 6.01 CITY’S RIGHT TO MONITOR PERFORMANCE A. Performance Audits It is City’s intention that Concessionaire’s business be conducted in a manner to meet the needs of the Airport’s patrons and employees and in a manner that will reflect positively DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 35 upon the Concessionaire and City. The Concessionaire shall equip, organize, and efficiently manage the Concession to provide exemplary service and products in a clean, attractive, and pleasant atmosphere. City in its sole discretion shall have the right to raise reasonable objections to the condition of the Premises, the quality and quantity of merchandise, the character of the service, the hours of operation, and/or the appearance and performance of service personnel, and to require any such conditions or practices objectionable to City to be promptly remedied by Concessionaire. If requested by Concessionaire, City shall submit its objections in writing and provide Concessionaire an opportunity to reply to the objections. Such reply will be given consideration by City. City reserves the right to conduct periodic performance audits of the Premises to assure that all the operational, safety and compliance standards of this Agreement are consistently performed by Concessionaire. Concessionaire acknowledges that performance audits will be conducted by City, or its representative, and hereby agrees to cooperate with all performance audits. 1. Performance audits may include minimum objective standards in any or all the areas of (i) product quality; (ii) customer service; and (iii) cleanliness and maintenance. If Concessionaire fails to meet minimum standards in any of these areas, City may, at its discretion, assess fines as set forth in the Tenant Handbook. City representatives may also take photographs as deemed necessary during inspection of premises. City representatives will make best efforts not to interfere with Concessionaire's business operation. 2. To assure consistent adherence to performance standards throughout the Term, City will use the Agreement Year 12-month cycle in the recording of incidents of failure to meet standards. City reserves the right to assess fines for violations of performance standards as set forth in the Tenant Handbook. 3. If Concessionaire fails to address repeated violations and deficiencies in performance standards by either Concessionaire or any of its sub-lessee(s), City, at its sole discretion, reserves the right to trigger remedies available to City, which depending on the severity of the repeated violations and deficiencies may include the termination of this Agreement. B. Annual Review No later than 90 days after the end of the first full Agreement Year after the Premises Completion Date, and the end of each Agreement Year thereafter, in City’s sole discretion, Concessionaire and City may meet to review and evaluate the financial, customer service, and operational performance of each Concession Location. During the review, City may determine, in its sole discretion, that the performance of one or more of the Concession Locations is unsatisfactory if one or more of the following occurred during the prior Agreement Year: DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 36 1. Sales per Enplaned Passenger were less than seventy-five percent (75%) of the Projected Sales per Enplaned Passenger for the Concession Location, as set forth in Concessionaire’s response to REQUEST FOR PROPOSALS FOR FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL (notwithstanding any incidence of Exceptional Circumstances/Severe Decline in Enplanements within the Agreement Year). 2. Sales per Enplaned Passenger were less than seventy-five percent (75%) of Sales per Enplaned Passenger for the same Concession Location during each of the two (2) preceding Agreement Years (notwithstanding any incidence of Severe Decline in Enplanements within the Agreement Year). 3. Scores on any secret shopper survey(s) conducted by City or its representative were less than seventy-five percent (75%) of the maximum achievable scores for the survey(s). 4. Scores on any operational survey(s) conducted by City or its representative were less than seventy-five percent (75%) of the maximum achievable scores for the survey(s). C. Remediation Plan If City determines, based on the performance criteria specified in this Section 6.01(B), that a Concession Location performed unsatisfactorily during the prior Agreement Year, City will provide written notice to Concessionaire. Within 30 days of receipt of such written notice, Concessionaire shall prepare and submit to City, for its approval, a Remediation Plan, as described below, to improve the performance of the Concession Location. The Remediation Plan shall include, but not be limited to, proposed remedial activities such as employee training, staffing changes, merchandise and service modifications, facility refurbishment and repair, and/or replacement of concept or brand. Upon approval by City, Concessionaire agrees to diligently implement the approved Remediation Plan and further agrees to submit to City monthly reports on the progress of such implementation. If the approved Remediation Plan includes the replacement of a concept or brand, then City and Concessionaire will enter good faith negotiations concerning a concept or replacement brand. If the concept or brand replacement is mutually agreed to, the reimbursement for Unamortized Investment and the Capital Investment required for the concept or brand substitution will be a component of the good faith negotiations. In the event City determines, after six (6) months of implementation of a Remediation Plan, the subject Concession Location is still performing in an unsatisfactory manner, City reserves the right to require Concessionaire to replace the underperforming concept or brand, if not already replaced by the Remediation Plan. Within 90 days of receipt of written notice from City requiring a replacement, Concessionaire shall submit to City a proposal for a brand or concept replacement plan. Such replacement plan shall include, but not be limited to, a detailed description of the brand or concept, capital expense required to re- DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 37 brand, sales projections, and the specific timetable to replace the brand or concept. City, in its sole discretion, reserves the right to approve or deny the replacement plan and require Concessionaire to submit another replacement plan. SECTION 6.02 QUALITY OF PRODUCTS AND SERVICES Concessionaire shall ensure that all customers are provided the optimum quality of food, products and services, and Concessionaire shall keep in stock and have ready for sale at all times of operation, a sufficient supply and variety of food, beverage, articles, and goods offered for sale at each Concession Location, consistent with the Product Price List, to meet the demand of customers at the Airport. If City identifies any deficiencies with respect to the operations, including, without limitation, quality, variety, and quantity of goods or services offered, Concessionaire shall be notified in writing by City and shall correct, or cause to be corrected, such problem or problems within seven (7) days, unless City authorizes in writing a longer period. If Concessionaire fails to correct within seven (7) days after written notice is given by City, City may assess fines as described in the Tenant Handbook. Concessionaire shall develop and implement creative merchandising techniques and displays to optimize customer satisfaction and Gross Receipts/Revenues, including without limitation, food and beverage displays; retail merchandise displays; display cases; promotional displays; attractive and durable packaging; menu boards or table-top menus; and pictures of food and beverages or retail merchandise. Prices for all food and beverages, including alcoholic beverages, shall be prominently displayed on menus or menu boards and available to all customers. All food, beverages, retail merchandise and other items sold or kept for sale shall be of high quality and wholesome and must comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. Concessionaire’s printed or digital menus and/or price lists shall include the appropriate use of descriptive terminology that accurately and truthfully describes the food, beverages, services, or products being offered. City reserves the right to approve all merchandising displays. Concessionaire hereby affirms that City, in its sole discretion, has the absolute right to require that Concessionaire discontinue the sale of any product City deems unsatisfactory, distasteful, or inappropriate for any reason and to require Concessionaire to modify merchandising displays for any reason. If Concessionaire fails to comply with any such City request within one (1) day after written notice from City, City may assess fines as described in the Tenant Handbook. All franchise and/or license standards applicable to a Concession Location shall be met or exceeded. Copies of the franchise/license standards and performance audit forms shall be sent to City prior to the first day of business at such Concession Location. Concessionaire shall submit to City copies of all inspections conducted by the franchisor, DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 38 licensor or mystery shopper service hired by the franchisor or licensor within ten (10) days of receipt by Concessionaire. All food and non-alcoholic beverages available for sale should be made available for customers to carry out if they so request. The containers and plasticware for carry out should be recyclable, made of sustainable materials, high quality, and substantial enough for the customer to take on an airplane. All carry out packaging must be approved by City for quality, usefulness, and durability. SECTION 6.03 PRICING A. Products & Pricing Concessionaire has caused to be attached hereto as Exhibit G a complete listing of all goods, menu items and/or services Concessionaire is allowed to sell from the Premises as well as the prices to be charged to the public. The execution of this Agreement constitutes acceptance by City of the merchandise, services, and pricing as reflected on the referenced exhibit. Prices must be visibly displayed to customers for all products. For merchandise with a pre-printed price affixed by the manufacturer or distributor, the selling price shall not exceed the pre-printed price. Concessionaire shall not add, delete or sell merchandise categories, menu items and/or services not reflected on the aforesaid exhibit without first receiving written approval from City, which shall not be unreasonably withheld or delayed. It is agreed that in the event of any conflict between Concessionaire and another Concessionaire as to specific items sold, City shall have the sole authority to resolve the conflict as it deems appropriate. B. Pricing Models Concessionaire shall comply with one or more of the pricing models listed below. The pricing model(s) applicable to this Agreement shall be selected by City and communicated to Concessionaire. 1. Airport Brands (concessions located exclusively at airports): Concessionaire shall price its products and services at or below the average price charged at other U.S. airports for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from same-brand concessions at the three U.S. airports (other than FAT) most similar in passenger volume to FAT. 2. Franchise or Corporate-Owned Brands (concessions with same-brand “street- side” locations in the Fresno-Madera Metropolitan Statistical Area): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno-Madera Metropolitan Statistical Area locations for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 39 from three same-brand locations in the Fresno-Madera Metropolitan Statistical Area. 3. Custom Brands (concessions with no same-brand “street-side” locations in the Fresno-Madera Metropolitan Statistical Area): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno-Madera Metropolitan Statistical Area locations, within five (5) miles of the Airport, selling similar products and services. To determine the average price charged for a product or service, Concessionaire shall use pricing from three locations selling similar products and services in the Fresno- Madera Metropolitan Statistical Area and within five (5) miles of the Airport. 4. Unique Brands (concessions with same-brand “street-side” locations; however, the locations are not comparable based on product offerings, pricing strategies, or other differences): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno- Madera Metropolitan Statistical Area locations within five (5) miles of the Airport selling similar products and services. To determine the average price charged for a product or service, Concessionaire shall use pricing from three locations selling similar products and services within five (5) miles of the Airport in the Fresno-Madera Metropolitan Statistical Area. 5. Local Brands (concessions with same-brand locations only in California): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other locations for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from three same-brand locations in the Fresno- Madera Metropolitan Statistical Area; same-brand locations in California may be used to the extent that there are not enough locations in the Fresno-Madera Metropolitan Statistical Area. 6. Other Brands (concessions that, in the City’s opinion, do not meet one of the pricing models listed above): Concessionaire shall price its products and services using a pricing model separately stated and agreed to by City and Concessionaire. 7. No earlier than, July 1, 2028, the parties may meet to discuss percentage price above street pricing to determine whether a modification is necessary. C. Pricing Policy Concessionaire agrees to the following provisions with respect to products and pricing: 1. Except as indicated in Section 6.03, paragraph B.1 (Airport Brands), institutional, event, sporting, and other non-“street-side” locations (e.g., schools, hospitals, airports, arenas, stadiums, amusement parks, convention centers, and hotels) may not be used to determine the average price charged for a product or service. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 40 2. Upon receiving a Certificate of Occupancy, Concessionaire shall provide to City an updated list of products and services it proposes to sell, along with the proposed price for each item. Prior to completing any pricing model, Concessionaire shall submit to City a listing of potential comparable locations, products, and services to be approved by the Director or designee. Once a preapproved list is determined, if an established location no longer exists, Concessionaire may propose a replacement comparable location (as described for the applicable pricing model in Section 6.01, paragraph B) to be used to determine the average price charged for each listed product or service, along with the specific products and services that Concessionaire believes to be comparable. Parties shall mutually discuss replacement brand or service, but City shall have sole discretion to determine whether the replacement comparable location (as well as the particular products or services to be compared) are similar. City will review the replacement comparable location (and the products and services to be compared) and either approve them or direct Concessionaire to use other locations and/or products and services. 3. On July 1st of each year thereafter, Concessionaire shall provide an updated products and services list with current prices. 4. Parties shall mutually discuss what items should be bundled together, but City shall have sole discretion to determine what constitutes an individual product or service, including, for example, products or services sold in combination or bundled together. 5. City may grant exceptions(s) to the pricing provisions; however, any such exception or determination must be in writing and signed by Airport Director or designee. Under no circumstances shall Concessionaire be entitled to any such exception without the appropriate approval. 6. Concessionaire shall at all times and for all products and services sold comply with the applicable pricing model. City may at any time compel Concessionaire to, within two (2) business days, lower prices on specific items to bring them into compliance with Section 6.03, but nothing herein shall negate the general default and remedies provisions of this Agreement. 7. City may at its discretion require Concessionaire to submit documentation verifying compliance with the pricing requirements herein. For such evaluations, market basket pricing of the top three selling SKUs (based on revenue) per product category needing verification will be used; products and services price-controlled by MSRP shall not be included in the market basket. City may require Concessionaire to submit its price comparison using an automated process. If Concessionaire fails to submit said documentation of compliance within the time specified by City, or if documentation submitted is erroneous, Concessionaire may be charged Liquidated Damages per the Concessions Handbook. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 41 8. At any time during the Term hereof City may make or cause to be made a survey of prices being charged for products and services offered by Concessionaire from the Premises hereunder. If the survey concludes that any prices being charged by Concessionaire on the Premises are not in accordance with the terms of this Agreement, Concessionaire may be charged Liquidated Damages per the Concessions Handbook. 9. Failure to comply with the provisions of Section 6.01 shall constitute a material default. If Concessionaire, after receiving notice to reduce prices and/or application of any penalty, is later found to have again violated the pricing policies within the same Agreement Year, City shall have the right to collect Liquidated Damages and/or terminate this Agreement for cause by giving thirty (30) days written notice. Failure of City to exercise its right to terminate this Agreement shall not constitute a waiver of City’s right to terminate at a later date for the same, similar or continued violation of the pricing policies. D. Policy Adherence Failure to comply with the provisions of Section 6.03 shall constitute a material default. If Concessionaire, after receiving notice to reduce prices and/or application of any penalty, is later found to have again violated the pricing policies within the same Agreement Year, City shall have the right to collect Liquidated Damages per the Concessions Handbook and/or terminate this Agreement for cause by giving thirty (30) days written notice. Failure of City to exercise its right to terminate this Agreement shall not constitute a waiver of the City's right to terminate at a later date for the same, similar or continued violation of the pricing policies. E. Airport Employee Discount Concessionaire shall offer a minimum ten percent (10%) discount on all food & beverage, retail, passenger services, and non-alcoholic beverages purchased by Airport employees and employees of airlines operating at Airport who have been issued (and show at the time the discount is requested) appropriate identification badges. The discount shall be based on Concessionaire’s normal non-sale or non- promotional prices. No discount shall be given on value meals, as well as food and non-alcoholic beverages with a manufacturer pre-printed price. SECTION 6.04 HOURS OF OPERATION A. Store Hours Concessionaire shall ensure that each Concession Location is open for business without interruption from not less than one (1) hour before the first scheduled departure each day to thirty (30) minutes prior to the last departure of the day, unless there are delayed flights, wherein the Concessionaire shall be required to remain open until 30 minutes prior to the last delayed flight and is providing all goods and services as required by this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 42 City may, in its sole discretion, require store hours to change during the Term. Concessionaire hereby acknowledges and agrees to operate the Concession Locations as required which, if requested by City, may be twenty- four (24) hours per day seven (7) days per week, including all holidays. Concessionaire may request changes to Store Hours after six (6) full months of operations under this Agreement. City may, in its sole discretion, approve or deny such requested changes. B. Extension of Store Hours Concessionaire agrees to remain open beyond store hours for certain events including, but not limited to, the following: 1. In the event of a delayed flight in the Terminal in which any Concession Location(s) is located, Concessionaire shall remain continuously open and provide all goods and services as required by this Agreement beyond the then current store hours for the Concession Location(s) in the affected Terminal and until the delayed flight departs the gate or City otherwise instructs. 2. In the event of an emergency, as determined by City, Concessionaire shall remain continuously open and provide all goods and services as required by this Agreement for the Concession Locations beyond the then current Store Hours as instructed by City. C. Failure to Open Failing to open for business, without prior written communication by the Concessionaire to the Director or designee, within thirty (30) minutes of the required opening time or closing more than thirty (30) minutes early, shall constitute a violation of this Section for which City may collect Liquidated Damages as set forth in this Agreement. D. Posted Hours The Concessionaire will prominently post store hours in a professional manner for each Concession Location at the Concession Location and in a format approved by City. SECTION 6.05 PERSONNEL A. Staffing Concessionaire shall hire, train, supervise, and deploy a sufficient number of personnel to service customers in a timely and efficient manner and to properly meet Concessionaire’s obligations herein. If replacing an existing concession, the new concessionaire shall make every effort to hire and train the previous concession employees subject to the concessionaire hiring policies and procedures. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 43 Concessionaire shall closely monitor personnel to ensure first class service to customers in compliance with this Agreement. The satisfactory performance of the obligation hereunder shall be determined in the sole discretion of City. Concessionaire shall take all proper steps to discipline personnel who participate in acts of misconduct on or about the Premises. B. General Manager/Director of Operations Concessionaire shall appoint a General Manager/Director of Operations to oversee and manage the performance of the Concession and represent and act on behalf of Concessionaire. The General Manager/Director of Operations shall have full authority to make day-to-day business decisions on behalf of Concessionaire with respect to the Concession including, but not limited to, authority to control the conduct and demeanor of Concessionaire’s personnel. The General Manager/Director of Operations shall represent the Concessionaire in dealings with City and shall coordinate all concession activities with City. The General Manager/Director of Operations shall be assigned to an office at the Airport and shall be available during City’s regular business hours. The General Manager/Director of Operations shall designate a qualified, competent, and experienced subordinate to be in charge and available during its absence during Concessionaire’s regular operating hours. C. Business Developer Concessionaire shall appoint a Business Developer at the corporate level to oversee and manage the performance of the Concession and represent and act on behalf of Concessionaire. The Business Developer shall work with the General Manager/Director of Operations, to make day-to-day business decisions on behalf of Concessionaire with respect to the Concession including, but not limited to, authority to control the conduct and demeanor of Concessionaire’s personnel. The Business Developer shall be informed of dealings with City and shall coordinate all concession activities with City. The Business Developer shall be assigned at the corporate level and shall be available during City’s regular business hours. The Business Developer shall designate a qualified, competent, and experienced subordinate to be in charge and available during its absence during Concessionaire’s regular operating hours. The Business Developer shall represent the Concessionaire in dealing with City and shall coordinate all concessions activities with City. Business Developer is the primary point of contact for all contractual related activities. D. Additional Personnel Requirements In addition to the personnel requirements set forth herein, Concessionaire shall ensure that all personnel engaged in the operation of the Concession shall comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 44 E. Compliance with Immigration Law Concessionaire shall employ only individuals who are in compliance with any and all current laws and regulations of the U. S. Immigration and Naturalization Service. F. City’s Right to Object City shall have the right to object to the demeanor, conduct, and appearance of any personnel of Concessionaire or any of its invitees or those doing business with it. Immediately upon notice of objection by City, Concessionaire shall take all steps necessary to remedy the cause of the objection. If requested by Concessionaire, City shall present its objections in writing and provide Concessionaire the opportunity to reply to the objections and such reply will be given consideration by City. SECTION 6.06 DELIVERY OF GOODS 1. The General Manager/Director of Operations (as defined in Section 6.05(B)) will make deliveries to Concession Locations and Concessionaire’s Support Spaces as stated below. Concessionaire shall transport inventory among Concession Locations and Support Spaces in the same building at such times and by such routes stated below. Concessionaire shall make every effort to avoid using the Common Areas for large quantity deliveries during peak periods. Concessionaire shall be responsible for the return of all pallets, storage containers and other equipment belonging to its suppliers to locations designated for return by the General Manager. 2. Delivery Locations: All deliveries shall be made through the loading dock at the front of the Airport Terminal Security Identification Display Area (SIDA). All deliveries must be broken down in the adjacent Support Space and then transported to the appropriate Concession Locations. 3. Concessionaire shall use only carts or conveyances for transporting goods that are sealed, leak-proof, and equipped with pneumatic wheels suitable for operating on carpet or other flooring without damage thereto, and which are approved by City. Additionally, Concessionaire shall have at a minimum one (1) vehicle dedicated to the Airport that is capable of moving products and disposing of large items. The vehicle must be affixed with the company logo and a blinking beacon for airfield driving purposes. SECTION 6.07 BADGING AND SECURITY REQUIREMENTS All employees and staff will be required to pass a TSA mandated security background check and attend various training classes. All employees and staff must adhere to all security rules and regulations and be properly badged at all times. All concession employees and staff will be required to wear an easily identifiable uniform representing its trade name, and otherwise in compliance with Fresno Yosemite International Airport requirements, at all times. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 45 Concessionaire must conduct pre-employment background checks on each of its employees assigned to work under this Agreement prior to any employee being assigned to work at Fresno Yosemite International Airport. Concessionaire shall be responsible for the cost of the pre-employment background check. At a minimum, the pre-employment background check for each of Concessionaire's employees must include: i. Prior employment reference checks; ii. Both felony and misdemeanor criminal records checks for each location at which the prospective employee has resided during the past seven (7) years: iii. Driving records checks for all employees operating vehicles in the performance of the work under this Contract. Concessionaire must provide the City with the background check findings upon request. The City requires Concessionaire’s employees who work at Fresno Yosemite International Airport included under the terms of this Agreement to undergo additional background checks, including a Department of Motor Vehicles - DDL check, Department of Justice - Bureau of Criminal Identification (BCID) fingerprint check, Customs and Boarder Protection (CBP) check, and a FBI fingerprint check; such services, however, will be performed at no cost to Concessionaire. The City’s Badging Application and list of disqualifying crimes is included in this Agreement as Exhibit H. The Concessionaire's employees shall be subject to and shall at all times conform to the City's security rules and requirements and shall cooperate with City Police and Security personnel. Any violations or disregard of these rules may be cause for denial of access to the City of Fresno's property. All of Concessionaire's personnel must undergo an identification procedure by the City prior to beginning the work. Concessionaire's employees will be issued Airport security badges which must be visibly worn above the belt at all times during performance of the work. Concessionaire shall be responsible for all costs relating to the preparation of identification badges for each employee. Concessionaire shall be billed by the City at the applicable rate (currently $63.75 for each new badge with prints and $25.00 for each lost badge). All Concessionaires are required to perform a quarterly badge audit for all employees at Airport. During the audit, each badge that is lost or non-returned is subject to a fee as listed in the Master Fee Schedule. Said fees are due 30 days from notice by the City. Lunch boxes, thermos bottles and other personal packages may be subject to Police or Security inspection upon entering and leaving Fresno Yosemite International Airport’s premises. Concessionaire's employees must remain in their assigned work areas, except when taking an authorized break in a designated break area. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 46 Concessionaire's employees admitted to the City's property (i.e., Fresno Yosemite International Airport) must conduct themselves in an orderly and safe manner. Fighting or engaging in horseplay, being under the influence of alcohol or drugs or bringing alcohol or drugs onto the City's property, gambling, soliciting, stealing, taking pictures or bringing cameras or other photographic devices anywhere on City property, and any immoral or otherwise undesirable conduct will not be permitted. Firearms, weapons and/or explosives may not be brought onto the City's property (i.e., Fresno Yosemite International Airport). The operation of the Concessionaire's vehicles or private vehicles by Concessionaire's employees on the City's property (i.e., Fresno Yosemite International Airport’s premises) shall conform to posted regulations and safe driving practices. Aisles, passageways, alleyways, driveways, entrances or exits and access to fire protection equipment must be kept unobstructed at all times. Concessionaire shall maintain clearance space around all electrical and mechanical panels and equipment as required by applicable City codes. Concessionaire must take adequate measures to reasonably ensure the confidentiality of records, information and persons observed at City facilities (i.e., Fresno Yosemite International Airport). All employees must be trained by the Concessionaire regarding the rules and use of badge prior to assignment at Fresno Yosemite International Airport, and refresher training provided every year. Concessionaire shall establish and maintain a comprehensive drug screening and monitoring program for all assigned employees. This program must include, at minimum: A. Mandatory pre-employment drug and substance abuse testing; B. A program of continuous observation and verification whenever employee substance abuse is suspected. This program should be consistent with all aspects of the City of Fresno's Policy on Drug and Substance Abuse (Administrative Order 2-25 of December 15, 2015; revised September 13, 2019) hereto attached as Appendix O, including specific guidelines on: a. The need for drug and alcohol testing; b. The circumstances under which testing may be required; c. The procedure for confirming an initial positive drug test result; d. The consequences of refusing to undergo a drug and alcohol test; e. Drug testing procedures and interpretive guidelines for positive/negative results (by substance); f. Concessionaire employee training as part of a Drug Free Awareness Program; g. Supervisory training in identification of drug and alcohol abuse which constitutes reasonable cause for drug testing; C. The availability of employee counseling for drug or alcohol abuse. This program will include mandatory pre-employment drug testing, as well as system of DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 47 continuous observation and verification whenever employee substance abuse is suspected. SECTION 6.08 EMPLOYEE PARKING Concessionaire employees working at the Terminal Building shall have the right to the use of vehicular parking facilities in common with other employees. Such facilities shall be located in an area designated by City. City reserves the right to assess a reasonable charge to recover the costs of providing such space to such Concessionaire employees, in common with other Airport/tenant employees, for such parking facilities. Concessionaires are encouraged to incentivize employees to utilize alternative, more environmentally friendly modes of transportation including mass transit, ride sharing, etc. SECTION 6.09 POINT OF SALE (POS) TERMINALS Concessionaire must install a Point of Sale (POS) Terminal(s) to accurately record all business transactions occurring in each Concession Location for accounting, reporting, and auditing purposes as set forth herein. All POS Terminals used at the Airport must have at a minimum, the following features: 1. Multiple segregated category addresses to allow for accurate and complete reporting of Gross Receipts/Revenues by various goods and services categories. 2. The capability of recording transactions by sequential control number to an audit tape or computer file. 3. Mobile POS payment capabilities or other similar electronic devices. 4. The capability of recording any discounts that are applied to a transaction. 5. The capability of printing a transaction history to tape or computer file by category of goods or services, time of day, day, month, and year by category. 6. The capability of printing customer receipts showing the transaction amount, the amount tendered, the amount of change due to the customer, and the time and date of the transaction. Additionally, the customer receipt must show Concessionaire’s contact information including name, phone number and email address for any customer concerns, complaints, or questions. 7. A fee display of sufficient size and legibility that is placed in a location visible to the customer during a transaction. 8. A secure transaction audit tape or ASCII transaction file on a removable storage device. 9. Such terminal will be non-re-settable. 10. The capability to capture passenger data and flight scanning boarding card on every transaction. This passenger/flight data should be associated/added to a transaction record. 11. The capability to capture basic survey information from passengers (i.e., measuring customer satisfaction from 1 to 5). This information should be associated/added to a transaction record. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 48 12. The capability to generate log file for audit purposes including transaction creation, delete or modification. This log entry should be controlled by a sequential control number. 13. Concessionaire will ensure that POS terminals comply at all times with the requirements set forth within this Agreement and, if necessary to allow for a customer experience that meets or exceeds good industry practice and the customer service standards set forth in this Agreement, and that they are refreshed and modernized whenever refurbishments are required under this Agreement. 14. Concessionaire has confirmed in the Concessionaire’s Response that it will meet the criteria specified herein. Failure to comply will become apparent through City not receiving all the required data and through the financial audits. City shall have the right to: (a) examine during business hours the totals of any POS used on the Premises and to inspect such POS for compliance with this Section; and (b) implement an hourly or daily reporting system with which Concessionaire shall comply; and Additionally, Concessionaire shall ensure a capability within its mobile POS for the installation of Airport and Airport partner applications that can be integrated with Tenant’s POS to exchange data and make possible future opportunities to support passengers and airlines with vouchers, coupons, and other mutually beneficial marketing programs. SECTION 6.10 CASH HANDLING AND CREDIT CARD REQUIREMENTS Concessionaire shall always observe cash-handling and record-handling procedures in accordance with sound accounting and financial control practices and as necessary to provide timely and accurate reports to City. City may at any time during the Term request a copy of these procedures. City shall have the right to monitor and test all of Concessionaire’s procedures and controls and require Concessionaire to make changes to its procedures. Concessionaire must accept, but is not limited to, the following cash and non-cash payment options: US currency and at least three (3) major accepted credit cards. Concessionaire may also accept electronic payment options. Concessionaire shall always comply with the most recent payment card industry data security standard requirements. No minimum credit card or debit card purchase amount or charge for credit card purchases is allowed. Concessionaire’s Independent CPA must yearly certify Concessionaire’s operations are compliant with Payment Card Industry Data Security Standards. City reserves the right to receive reports required by the Payment Card Industry Security Standards Council. Concessionaire must report any breach of its payment card industry data to the City within 24 hours of its finding of the breach. SECTION 6.11 ADVERTISED SALES OR PROMOTIONS Concessionaire is required to participate in all advertised sales or promotions, by whatever media outlet, conducted by its parent corporation, its franchisor, or its selected operating brands. Concessionaire is not permitted to (a) use or permit the use of the Premises for the conduct of an outlet store or a second-hand store; or (b) advertise any DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 49 distress, fire, bankruptcy, liquidation, relocation, closing, closeouts of goods or services or going-out-of-business sales. Concessionaire must make a reasonable effort to ensure that all corporate advertisements that list multiple locations will list the Airport as a participating location of the promotion or sales. If participation in a sale or promotion harms Concessionaire, Concessionaire may request, in advance of the sale or promotion, in writing to City to be exempted from participation. Concessionaire may not advertise in the Airport, except with City’s advertising Concessionaire who sells advertising at the Airport. Permission will not be granted to Concessionaire for any other advertising at the Airport. Concessionaire shall not use nor permit Premises to be used as a medium for third party paid advertising, including sponsorships or any advertising material, sign, fixture, or equipment, whether paid for in- kind, by cash, or by credit. Concessionaire shall not use any advertising or promotional medium that may be seen, heard, or otherwise experienced outside the Premises (such as searchlights, barkers, or loudspeakers); distribute handbills or circulars to Airport patrons or to cars in the parking lots, or engage in any other advertising in the Airport; or engage in any activity on the Airport outside the Premises for the recruitment or solicitation of business. SECTION 6.12 COMPLAINTS All customer complaints, written or oral, received directly or referred to Concessionaire by City must be responded to by Concessionaire within 48 hours of notice. Concessionaire shall make a reasonable attempt to explain, resolve or rectify the cause of the complaint. A written copy of Concessionaire’s response shall be delivered to City within the 48-hour period. If City establishes a toll-free customer complaint telephone number or online submission form for customer complaints, Concessionaire shall be required to participate and shall respond to complaints immediately. All other issues regarding the quality of service and/or prices raised on City’s own initiative may be submitted to Concessionaire for response, which response shall be provided by Concessionaire to the Airport Director within 48 hours. SECTION 6.13 OPERATING PROCEDURES AND STANDARDS A. City Requirements. The occupancy and use by Concessionaire of the Premises and the rights herein conferred upon Concessionaire shall be conditioned upon and subject to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement as are now or may hereafter be prescribed by City through the lawful exercise of its powers. Concessionaire covenants to operate the Concession in accordance with the Tenant Handbook. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 50 B. Health and Safety Standards. Concessionaire shall comply with all health and sanitary regulations adopted by City, State of California, and any other governmental authority with jurisdiction. Concessionaire shall give access for inspection purposes to any duly authorized representatives of all such governing bodies. Concessionaire shall provide City with copies of all inspection reports by other health and sanitary governing bodies within 48 hours of receipt. This paragraph does not require Concessionaire to waive any applicable attorney-client or attorney work product privileges. C. Sustainability. City is committed to incorporating sustainable practices into all aspects of Airport operations. Concessionaire shall operate in a manner consistent with any current or future sustainability policies and participate in any sustainability programs outlined in this Agreement at its own cost and expense. D. Additional Compliance. Concessionaire shall comply with all applicable governmental laws, ordinances, regulations, codes and permits in the conduct of its operations under this Agreement including, but not limited to, TSA regulations regarding products or procedures. E. Concessionaire’s Standards. Concessionaire shall submit to City a copy of its standards, plans and manuals for customer service and operation, at least thirty (30) days prior to commencement date, and as updated during the Term. Concessionaire shall ensure continuous adherence to Concessionaire’s own standards in addition to other standards as set forth herein. SECTION 6.14 COMPREHENSIVE MANAGEMENT OPERATIONS PLAN AND MANUAL. Concessionaire shall, within thirty (30) days of the Effective Date of this Agreement, prepare and submit to Director or designee for approval a Comprehensive Management Operations Plan and Manual (Operations Manual) for meeting Concessionaire's responsibilities under this Agreement, to include performance targets, goals and measures. Concessionaire shall maintain such Operations Manual during the Term of this Agreement and any extensions thereof pursuant to the following conditions: A. The Operations Manual shall include, but not be limited to, an identification of each of Concessionaire's performance responsibilities as set forth by this Agreement, and an identification of Concessionaire's other legal obligations, pursuant to applicable provisions of law and relevant to Concessionaire's performance at the Airport under this Agreement. B. The Operations Manual shall further include a comprehensive summary of the means, methods, procedures, and controls which Concessionaire will employ to satisfy its contractual obligations to City, as set forth in this Agreement, and to satisfy Concessionaire's other legal obligations, pursuant to applicable provisions of law and relevant to Concessionaire's performance at the Airport under this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 51 C. The Operations Manual shall specifically include safety and emergency action plans for the employees of the Concessionaire’s facilities. D. This Agreement shall take precedence over the Operations Manual where any provision or interpretation of the Operations Manual is in any way inconsistent with the terms of this Agreement. E. Concessionaire shall review the Operations Manual frequently and thoroughly for needed revisions in response to changing conditions or for operational improvements. Concessionaire shall revise the Operations Manual periodically, as necessary, to reflect current operating procedures as approved by Director or designee. Revisions of the Operations Manual must be approved in writing by Director or designee prior to implementation by Concessionaire. F. Concessionaire shall incorporate and issue any revisions to the Operations Manual as Director or designee may specify to Concessionaire from time to time in writing. Should Concessionaire consider any such revisions to be in conflict with the terms of this Agreement, Concessionaire shall promptly inform Director or designee in writing of the potential conflict. Concessionaire agrees that in such event, the instructions of Director or designee shall be implemented for a minimum of ten (10) business days while awaiting a response and resolution from Director or designee unless such action would hazard the health or safety of the public or of Concessionaire’s employees, or result in Concessionaire’s violation of applicable laws or ordinances. In such case Concessionaire shall include such notification of potential hazard or violation of the law when initially informing Director or designee of the conflict or as soon as it is determined that such potential may exist. G. Concessionaire shall ensure that a current, complete, and correct copy of the Operations Manual is continuously maintained on file with Director or designee. H. Copies of the Operations Manual shall be kept constantly available on-site by Concessionaire for Concessionaire and City's reference and use, and shall be accessible to Concessionaire's employees during the Term of this Agreement, and any extensions thereof. To the extent that portions of the Manual might compromise revenue control or relate to other sensitive matters, such portions may be withheld from copies provided for general use of employees. The specific material to be withheld from copies provided for general employee use shall be submitted for approval by Director or designee prior to issue of those copies. I. Concessionaire shall conform all issued copies of the Operations Manual, including any revisions, with the exception of the withholding of material (related to revenue control or other sensitive areas) from copies provided for general employee use, as previously described in this Section. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 52 SECTION 6.15 CLEANING AND ROUTINE MAINTENANCE A. General Obligations Concessionaire shall ensure that the Concession is maintained and operated in an optimal manner and that the Premises are kept in a safe, clean, orderly, and inviting condition always in a manner satisfactory to City. To comply with these requirements, Concessionaire must regularly review or cause to be reviewed the Premises and its operations at the Airport. B. Preventive and Routine Cleaning and Maintenance Program Concessionaire shall be responsible for preventive and routine cleaning and maintenance of all assets within the Premises, whether built by Concessionaire or City, from the commencement date through the expiration of the Term. No less than thirty (30) days prior to the opening of any portion of the Premises, Concessionaire shall establish a preventive and routine cleaning and maintenance program for the Premises, including but not limited to the list of items below. This maintenance program must meet or exceed the cleaning and maintenance requirements of the manufacture's equipment manuals a copy of which shall be provided at the request of the airport within ten (10) business day of the request. The provisions of the program shall be subject to the initial written approval of and periodic review by City. Upon request by City, Concessionaire shall provide City a written schedule of Concessionaire’s cleaning and maintenance program. For Concessions with terms greater than five (5) years and or extended or held over, in the fifth year of operation, the concessionaire agrees to hire a third-party cleaning company and conduct a full-store cleaning either during the overnight hours or close the store for 24 hours during the lowest passenger period of the year, as outlined in the Tenant Handbook. The extent of the cleaning and certification of the cleaning must be provided and agreed to in writing by City. 1. Janitorial Service. Concessionaire, at its own cost and expense in all Concession Spaces and Support Space locations. Concessionaire shall ensure that the Premises and the Common Use Areas adjacent to the Premises are kept clean and free from all rubbish and refuse. 2. Pest Control. Concessionaire, at its own cost and expense, is responsible for pest control within the Premises. Concessionaire will contract with a professional pest control service to provide pest control services on a regular basis and at any other times as needed. Concessionaire will coordinate its pest control service with third parties as directed by City. Upon request, Concessionaire must furnish City a copy of its pest control contract, monthly service schedule, and monthly service reports. Concessionaire agrees to coordinate with City and other concessionaires to provide the most effective pest control services for the Airport. City, in its sole discretion, may elect to provide or contract for pest control services on Concessionaire’s behalf. If City elects to provide or contract for pest DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 53 control services on Concessionaire’s behalf, Concessionaire covenants to pay its share of the cost of such services, in an amount determined by City. In such cases, Concessionaire must cooperate with City’s chosen pest control contractor. 3. Plumbing. Concessionaire, at its own cost and expense, shall provide routine plumbing services for the Premises in accordance with the Tenant Handbook. Concessionaire shall ensure that activities within the Premises do not damage or harm the central water, plumbing, and sewer infrastructure at the Airport. Concessionaire shall properly maintain all water hook-ups within the Premises. Concessionaire must furnish City a copy of its plumbing contract, monthly service schedule, and monthly service reports, as directed by City. Concessionaire agrees to coordinate with City and other concessionaires to provide the most effective plumbing services for the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. City, in its sole discretion, may elect to provide or contract for plumbing services on Concessionaire’s behalf. If City elects to provide or contract for plumbing services on Concessionaire’s behalf, Concessionaire covenants to pay its share of the cost of such services, in an amount determined by City. In such cases, Concessionaire must cooperate with City’s chosen plumbing Contractor. The plumbing facilities within the Premises and elsewhere in the Airport shall not be used for any purpose other than for the purposes for which they were constructed, and no foreign substance of any kind shall be thrown therein. The expense to repair any breakage, stoppage, or damage resulting from a violation of this paragraph, wherever the breakage, stoppage or damage occurs, shall be charged by City to Concessionaire, regardless of the cause. 4. Electricity. Concessionaire, at its own cost and expense, shall install and maintain an electric meter and a gas meter for each Concessions Location in accordance with the Tenant Handbook. Concessionaire, at its own cost and expense, shall install and maintain all power circuits and connections required for equipment and mechanical systems used within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central electricity or natural gas infrastructure at the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 5. HVAC. Concessionaire, at its own cost and expense, shall install and maintain any ductwork and other HVAC connections for the Premises in accordance with the Tenant Handbook. Should the concessionaire add equipment to the Concession Space which increases heat in the space beyond the design of the central HVAC system of the airport, Concessionaire is required to add HVAC to accommodate the change in condition at their own expense. Concessionaire DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 54 agrees to properly maintain the ductwork and other connections within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central HVAC infrastructure at the Airport. Subject to conditions beyond its control, City shall maintain under normal conditions a temperature adequate for comfortable occupancy according to the season; provided, that Concessionaire properly maintains the ductwork and other connections within or leading into the Premises and complies with the recommendations of City regarding reasonable occupancy and use of the Premises. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 6. Grease Removal Systems. If Concessionaire installs grease removal systems in addition to those provided and maintained by City and used only by Concessionaire, Concessionaire shall, at its own expense, regularly, but not less than four (4) times per year, check and clean its grease removal systems, whether located within the Premises or elsewhere in the Airport. Concessionaire agrees to properly maintain all installed grease removal systems within the Premises. Concessionaire must maintain the grease traps in accordance with the manufacturer's specifications to allow for the optimal efficiency in removing fats, oils, and grease from the waste stream before it enters the systems provided by City. Concessionaire must also maintain its used cooking oil/liquefied grease collection systems in accordance with the manufacturer's specifications to allow for optimum efficiency in the recovery, transfer, containment, and collection of used cooking oil/liquefied grease suitable for reclaim. Concessionaire shall ensure that activities within the Premises do not damage or harm the central grease removal infrastructure at the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 7. Trash, Waste, and Refuse. Concessionaire, at its own cost and expense, shall comply with any Airport-wide waste diversion programs, including but not limited to recycling, composting, or any future programs for removal and disposal of all trash, waste and other refuse caused because of performance of this Agreement. Concessionaire shall use designated locations, containers and transport routes for trash, waste and refuse removal and disposal as set forth in the Tenant Handbook. Concessionaire may not place or leave or permit to be placed or left in or upon any part of the common areas or corridors adjacent to the Premises any trash, waste, or refuse. Concessionaire shall ensure that storage, transportation, and disposal of all trash, waste, and other refuse does not damage or harm any structures or infrastructure at the Airport. 8. Lighting. Concessionaire, at its own costs and expense, shall install and maintain all lighting fixtures and wiring for general illumination of the Premises in accordance with the Tenant Handbook. Concessionaire agrees to properly maintain the lighting fixtures wiring used for general illumination within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central electricity infrastructure at the Airport. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 55 Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. C. Maintenance Personnel and Program Concessionaire covenants to employ or contract with sufficient personnel and provide necessary equipment to keep the Premises and all furniture, furnishings, fixtures, and equipment clean, neat, safe, sanitary, and in good working order and condition always pursuant to the maintenance requirements of this Agreement. D. City Sole Judge of Maintenance City shall be the sole and absolute judge of the quality of Concessionaire’s maintenance of the Premises. City or its representative may at any time, without notice, enter the Premises to determine if maintenance satisfactory to City is being performed. Performance by Concessionaire of maintenance pursuant to a written maintenance plan previously approved by City shall be conclusive evidence of satisfactory maintenance unless City determines that there is a present danger or safety hazard within the Premises. If City determines that maintenance is not satisfactory, City shall notify Concessionaire in writing. Concessionaire will perform the required maintenance, to City’s satisfaction, within fifteen (15) days after receipt of written notice or City or its representative shall have the right to enter upon the Premises and perform the maintenance. However, where unsatisfactory maintenance threatens the safety, health, or welfare of the traveling public and/or Airport’s facilities, Concessionaire shall immediately perform the maintenance. Where City or its representative performs maintenance, Concessionaire agrees to promptly reimburse City for the cost thereof, plus an administrative fee of fifteen percent (15%) of the maintenance costs without prior quote. E. Emergency Repairs In the event of an emergency repair is required, Concessionaire shall notify City of the repair situation as soon as possible. Following such notice, City may inspect the repair work and require alterations if the repair is not satisfactory to City. In the event of an after- hours emergency repair, Concessionaire agrees City shall have the right to enter any affected portion of the Premises and preform the emergency repair. Concessionaire covenants to promptly pay to City the costs associated with any after-hours emergency repair. All emergency repairs requiring shutdown of any Airport system or utility require prior written approval of City. If any emergency repair affects other tenants at Airport, City may, at in its sole discretion, fix the problem immediately and invoice Concessionaire. Concessionaire covenants to promptly pay to City any proportional costs of emergency repairs completed by City, which Concessionaire may have contributed to the cause of the incident. SECTION 6.16 COMMON MAINTENANCE City shall be responsible for common maintenance of the following central systems located throughout Airport, except for assets, connections, or systems located within the DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 56 Premises. Concessionaire waives all claims against City for performance of common maintenance at Airport. A. Electricity Systems City will furnish normal and reasonable quantities of electricity and gas to the Premises. Concessionaire covenants to pay to City, Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. City will clean, maintain, and repair, for the benefit of Concessionaire, central electricity, and natural gas systems at Airport. B. HVAC Systems City will furnish normal and reasonable quantities of central air from the central HVAC system at Airport to the Premises and all necessary power and electricity for such central air circulation. City will maintain under normal conditions a temperature adequate for comfortable occupancy according to the season. City will clean, maintain, and repair, for the benefit of Concessionaire, central HVAC infrastructure and systems at Airport. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. C. Life Safety Systems City will maintain and repair, for the benefit of Concessionaire, life safety systems at Airport. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such maintenance and repair, in an amount determined by City. D. Sanitary Sewer System City will furnish water from the central water source to the Premises in reasonable quantities; provided that Concessionaire must comply with all water conservation programs in effect or as adopted. City will clean, maintain, and repair, for the benefit of Concessionaire, central water, plumbing, and sewer infrastructure and systems at Airport. Concessionaire covenants to pay to City, Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. E. Trash, Waste and Refuse City reserves the right, if deemed to be in its best interests, to provide trash, waste and other refuse receptacles and pick up services. Concessionaire shall be solely responsible for removing all trash, waste, and recycling from each Premises location to the allotted area. Concessionaire covenants and agrees to participate in any Airport-wide trash, waste, and other refuse removal, disposal, or recycling program for any type of trash, waste, and refuse at its own cost. In the event, City elects to provide these services on behalf of Concessionaire, Concessionaire covenants to pay its share of the cost of such trash, waste and other refuse removal, disposal, and recycling services, in an amount determined by City. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 57 F. Exterior Windows and Structures City will clean, maintain, and repair, for the benefit of Concessionaire, exterior windows, and all structural parts of the Airport. City’s maintenance shall include exterior glass, walls, and roof but specifically excludes Concessionaire Improvements and Trade Fixtures. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. SECTION 6.17 PAGING, AUDIO, VIDEO SYSTEMS AND FREQUENCY PROTECTION If Concessionaire installs, with City’s approval, any type of radio transceiver or other wireless communications equipment, Concessionaire will provide frequency protection within the aviation air/ground VHF frequency band and the UHF frequency band in accordance with restrictions promulgated by the FAA for the vicinity of FAA Transmitter or Receiver facilities. City requires Concessionaire to submit a completed FAA Form 7460-1 (Notice of Proposed Construction or Alteration) and receive FAA approval prior to installation based upon the notice to file requirements under 14 CFR Part 77. Frequency protection will also be provided for all other frequency bands operating in the vicinity of Concessionaire’s equipment. If frequency interference occurs because of Concessionaire’s installation, City reserves the right to shut down Concessionaire’s installation until appropriate remedies to the frequency interference are made by Concessionaire. Remedies may include relocation of Concessionaire’s equipment to another site. The cost to remedy the frequency interference will be solely at Concessionaire’s expense. Concessionaire acknowledges and accepts that any paging or audio systems installed by Concessionaire may be used by City to announce any notification or emergency at the Airport. City shall not be liable to Concessionaire for any use of the paging or audio systems installed by Concessionaire. SECTION 6.18 PROHIBITED ACTS Unless approved in writing in advance by City, in its sole discretion, Concessionaire shall not install or permit to be installed coin-operated vending machines on the Premises. Concessionaire will not place excessive loads on the walls, ceilings, and floor or pavement areas of Airport and will repair any area damaged by excessive loading to the satisfaction of City. Unless approved in writing in advance by City, in its sole discretion, Concessionaire will not permit the active display or operation on the Premises of any display that flies, flashes, or emits a noise or odor. Unless approved in writing in advance by City, in its sole discretion, Concessionaire will not keep or display any merchandise on or within, or otherwise obstruct, any part of the Airport outside of the Premises. Concessionaire shall keep all service corridors, hallways, stairways, doorways, or loading docks leading to and from the Premises free and clear of all obstructions. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 58 Concessionaire will not interfere or permit interference with the use, operation, or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical or other systems installed or located from time to time at the Airport. Concessionaire will not do or permit to be done anything that may interfere with free access and passage on the Premises or the public areas adjacent thereto, or hinder police, firefighters, or other emergency personnel in the discharge of their duties. Further, Concessionaire shall not do or permit to be done anything that might interfere with the effectiveness or accessibility of elevators or escalators in or adjacent to the Premises, including lines, pipes, wires, conduits, and equipment connected with or appurtenant thereto. Concessionaire shall not place any additional lock of any kind upon any window or interior or exterior door in the Premises or make any change in any existing door or window lock or the mechanism thereof, unless a key therefor is maintained on the portion of the Premises were furnished to or otherwise procured by Concessionaire. If any keys furnished to Concessionaire by City are lost, Concessionaire shall pay City, on demand, the cost for replacement thereof. Concessionaire will comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. In the event Concessionaire fails to adhere to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement or fails to prevent any other of the prohibited acts set forth in this Section, City may collect Liquidated Damages as set forth in this Agreement until such prohibited act is ended. Payment of Liquidated Damages will be due within fifteen (15) days from the date of invoice. Moreover, if the prohibited act is not corrected as directed by City, City or its representative shall have the right to enter upon the Premises and take corrective action, and Concessionaire agrees to promptly reimburse City for any related costs, plus an administrative fee equal to fifteen percent (15%) of the corrective action costs. ARTICLE VII - FAILURE TO COMPLY WITH PERFORMANCE/OPERATING STANDARDS SECTION 7.01 VIOLATIONS Concessionaire acknowledges City’s objective to provide the public and air travelers with the level and quality of service as described herein. Accordingly, City has established a series of liquidated damages, as set forth in the Tenant Handbook that it may assess, in its sole discretion, as liquidated damages for various violations of the provisions of this Agreement, the Tenant Handbook, and/or City’s Rules and Regulations. Concessionaire and City agree that the damages set forth herein are reasonable estimates of the significant but difficult to predict harm, and Concessionaire further agrees to pay to City such liquidated damages in accordance with the rates or in the amounts specified herein DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 59 upon each occurrence of the specified violation or written demand by City. City will, in its sole discretion, determine the classification of each violation as per day or per occurrence. Concessionaire further acknowledges that the Liquidated Damages are not exclusive remedies and City may pursue other additional remedies as allowed for in this Agreement and/or at law, in City’s sole discretion. City’s waiver of any payment provided for in this Section shall not be construed as a waiver of the violation or Concessionaire’s obligation to remedy the violation. SECTION 7.02 MULTIPLE VIOLATIONS Except for violations of requirements regarding construction, health and safety, delivery and vendor access infractions, Liquidated Damages for which shall accrue and be assessed immediately and without notice upon violation, all other Liquidated Damages shall accrue immediately and assessed as follows: A. For the first and second violation of a requirement during any twelve (12) month rolling year, City will provide notice to Concessionaire to correct the violation within thirty (30) days or other the time specified in the notice. After the time specified by City for cure, Liquidated Damages shall be assessed until the violation is corrected by Concessionaire. In the event, the violation is not corrected within thirty (30) days of the time specified by City for cure, then such violation will be treated as a breach of this Agreement entitling City the right to seek any other remedies available under this Agreement including, but not limited to, termination. B. For the third and subsequent violations of the same requirement during any twelve (12) month rolling year commencing upon the first notice of violation, the liquidated damage shall be immediately assessed with no grace period. C. Further, after two (2) violations of the same requirement within any twelve (12) month rolling year, City reserves the right, in its sole discretion, to deem the repeated violations a material breach of this Agreement and to seek any other remedies available to it under this Agreement including, but not limited to, termination of this Agreement. D. For those violations where a plan is required to correct the violation, then Concessionaire and City shall develop such plan, including a time schedule under which resolution can be achieved. SECTION 7.03 SECTION PAYMENT Payment of Liquidated Damages will be due within fifteen (15) days from the date of invoice. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 60 ARTICLE VIII - FEDERAL AID REQUIREMENTS SECTION 8.01 NON-DISCRIMINATION Concessionaire covenants it will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are attached hereto and herein incorporated as Appendix D. Concessionaire covenants, regarding the work performed under this Agreement, it 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. Concessionaire covenants it will not participate directly or indirectly in the discrimination prohibited by any federal acts and or regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. In all solicitations, either by competitive bidding, or negotiation made by Concessionaire 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 Concessionaire of the Contractor’s obligations under this Agreement and the Federal Acts and Regulations relative to Non-discrimination on the grounds of race, color, or national origin. Concessionaire covenants it will provide all information and reports required by the Federal Acts, 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 City or the FAA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Concessionaire is in the exclusive possession of another who fails or refuses to furnish the information, Concessionaire will so certify to City or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. In the event, of Concessionaire’s noncompliance with the non-discrimination provisions of this Agreement, City will impose such sanctions as it or the FAA may determine to be appropriate, including, but not limited to: A. Withholding payments to Concessionaire under this Agreement until the Concessionaire complies. B. Cancelling, terminating, or suspending this Agreement, in whole or in part, and re- enter the Premises as if this Agreement had never been made or issued. This provision will not be effective until the procedures of 49 CFR Part 21 are followed and completed, including exercise or expiration of appeal rights. Concessionaire covenants it will include the provisions of this section in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Federal Acts, Regulations and directives issued pursuant thereto. Concessionaire covenants it will act with respect to any subcontract or procurement as City or the FAA DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 61 may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Concessionaire becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Concessionaire may request City to enter into any litigation to protect the interests of City. In addition, Concessionaire may request the United States to enter into the litigation to protect the interests of the United States. Further, in connection with the performance of work under this Agreement, Concessionaire agrees not to refuse to hire, discharge, promote, demote, or to discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, color, religion, national origin, gender, age, military status, sexual orientation, gender variance, marital status, and/or physical and mental disability. Concessionaire further agrees to insert the foregoing provision in all subcontracts hereunder. SECTION 8.02 CITY’S AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) POLICY As a condition of eligibility for financial assistance from the FAA, City developed and implemented an Airport Concession Disadvantaged Business Enterprise (ACDBE) Policy and Program for the Airport. The ACDBE Program was developed and implemented in accordance with the U.S. Department of Transportation’s (DOT) Final Rule 49 CFR Part 23. Director or designee is responsible for compliance with all aspects of the ACDBE program. The City of Fresno, DBE Coordinator has established ACDBE program goals for the Airport and may also establish ACDBE concession specific goals as a percentage of annual Gross Receipts/Revenues for this Agreement. The applicable concession specific ACDBE program’s goal, if any, is stated in this Agreement. The stated goal was included in a competitive solicitation process in which Concessionaire was recommended to operate in the Premises. During that process, Concessionaire submitted its required Exhibit E to meet the ACDBE program’s goal. The Airport found the required Exhibit E to be responsive and thus, required Exhibit E is attached to this Agreement. During the Term of this Agreement, Concessionaire agrees that it shall in good faith make every effort to meet the stated ACDBE program’s goal. To carry out its ACDBE program responsibilities as they are described in this Agreement and in the required Exhibit E, Concessionaire agrees to assign this responsibility to a high-level company official accountable directly to Concessionaire’s chief executive officer. Concessionaire acknowledges that if its actions or failure to act violates its ACDBE program responsibilities under this Agreement or the ACDBE regulations of the DOT as they may be adopted or amended from time to time, such actions shall constitute a material breach by Concessionaire of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 62 SECTION 8.03 ACDBE NON-DISCRIMINATION A. Concessionaire and any subcontractor of Concessionaire will not discriminate based on race, color, national origin, or sex in performance of this Agreement. Concessionaire will carry out applicable requirements of 49 CFR Part 23 and 26 in the award and administration of agreements. Failure by Concessionaire to carry out these requirements is a material breach of this Agreement, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. B. This Agreement is subject to the requirements of the DOT’s regulations 49 CFR Part 23 and 26. Concessionaire agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23 and 26. Concessionaire agrees to include the statements in the above paragraphs in any subsequent concessions agreement or contracts covered by 49 CFR Part 23 and 26 that it enters and cause those businesses to similarly include the statements in further agreements. SECTION 8.04 ACDBE PARTICIPATION AND COMPLIANCE A. ACDBE Goal Concessionaire agrees that it will provide for a level of ACDBE participation in this Agreement equal to or greater than Thirty percent (30 %) of the total annual Gross Receipts/Revenues, or clearly demonstrate in a manner acceptable to City its good faith efforts to do so. Concessionaire will contract with those ACDBEs as identified in Exhibit E for each ACDBE presented with Concessionaire’s Response and approved by City, or such other ACDBEs certified with City and as may be approved by City. Concessionaire is required to make good faith efforts to explore all available options to meet the goal to the maximum extent practicable through direct ownership arrangements with ACDBEs. Concessionaire shall not take any action during the Term of this Agreement that may have a materially negative impact upon the Concessionaire’s ability to meet its stated ACDBE program goal. B. ACDBE Termination and Substitution Concessionaire will not terminate an ACDBE for convenience without City's prior written consent. If an ACDBE is terminated by Concessionaire with City's consent or, if an ACDBE fails to complete its work on this Agreement for any reason, Concessionaire must make good faith efforts, in accordance with the requirements of 49 CFR Part 23.25(e) (1) (iii) and (iv), to find another ACDBE to substitute for the original ACDBE to provide the same amount of ACDBE participation. Concessionaire shall forthwith submit to the Airport and to the Director or designee a modified ACDBE Good Faith Effort together with a DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 63 written request for review and approval, setting forth the circumstances in sufficient detail and with appropriate documentation to explain the necessity for the change. In every case, Concessionaire shall substitute a City certified ACDBE, and if it cannot, then Concessionaire shall be required to document that it made good faith efforts to do so. C. Reporting Requirements No later than fifteen (15) days after the end of each calendar month during the Term, Concessionaire will submit to Airport, in Airport’s online system or on Airport’s monthly ACDBE Utilization Report form, a report of Concessionaire’s total Gross Receipts/Revenues during the month and the total dollar value of Gross Receipts/Revenues earned by an ACDBE under this Agreement or the total dollar value of goods and services purchased or leased from each ACDBE during the month, in each case calculated in accordance with the requirements of 49 CFR Part 23. If any reported ACDBE participation is from the purchase and/or lease of goods and services, Concessionaire must submit to Airport, on Airport’s monthly ACDBE Utilization Report form, a report of the total dollar value of goods and services procured by the Concessionaire from ACDBE and non-ACDBE (non-minority/woman- owned) firms. Whenever a Joint Venture is used to meet ACDBE program goals, Concessionaire shall submit to Airport an annual financial statement for the preceding year indicating compensation, profit sharing, capital contributions of ACDBE partners, or any other financial information as requested by Airport relevant to determining ACDBE program compliance. Concessionaire shall also disclose annually the ACDBE partner’s management involvement and its role in decision making. The annual financial statement shall be on a form satisfactory to Airport and delivered to Airport no later than ninety (90) days of the following year. Concessionaire further agrees to submit any other report(s) or information that City is required by law or regulation to obtain from Concessionaire, or which the Director of Aviation or designee may request relating to Concessionaire’s operations. D. Monitoring Airport will monitor the compliance and good faith efforts of Concessionaire in meeting the requirements of this Article. Concessionaire covenants to grant City and Airport access to the necessary records to examine such information as may be appropriate for the purpose of investigating and determining compliance with this Article , including, but not limited to, records, records of expenditures, contracts between Concessionaire and the ACDBE program participants, and other records pertaining to the ACDBE program participation plan, which Concessionaire will maintain for a minimum of three (3) years following the termination of this Agreement. Concessionaire covenants to grant City and Airport site access to each Concession Location under this Agreement for purposes of Airport monitoring. The extent of ACDBE program participation will be reviewed prior to the exercise of any renewal, extension, or material amendment of this Agreement to consider whether an adjustment in the ACDBE program requirement is warranted. Without limiting the requirements of this Agreement, City reserves the right to review and approve all sub-leases or subcontracts utilized by Concessionaire for the achievement of these goals. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 64 E. Prompt Payment Concessionaire agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than ten (10) calendar days from the receipt of each invoice and acceptance of work or services. Concessionaire agrees further to release retainage payments to each subcontractor within ten (10) calendar 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 City. This clause applies to both Minority/Women Business Enterprise / Small Business Enterprise (MWBE/SBE) and non-MWBE/SBE subcontractors. F. Other Requirements Concessionaire agrees to comply with Federal, State, and Local Disadvantaged Business Programs as fully set forth in Exhibit E. Concessionaire’s failure to comply with Federal, State, and Local Disadvantaged Business Programs shall constitute a material breach by Concessionaire of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. G. Non-Compliance In the event of Concessionaire’s non-compliance with the ACDBE program or failure to meet the ACDBE program goal set forth in Section 8.03(A), or to demonstrate a good faith effort to do so, City may, in addition to pursuing any other available legal remedy, terminate, suspend or cancel this Agreement in whole or in part; and/or suspend or debar Concessionaire from eligibility to contract with City in the future or to receive bid packages or request for proposal packages or other solicitations, unless Concessionaire demonstrates, within a reasonable time as determined by City, its compliance with the terms of the ACDBE program or this Article or its good faith efforts to comply. ARTICLE IX - CONSTRUCTION AND CAPITAL INVESTMENT SECTION 9.01 CONSTRUCTION BY CONCESSIONAIRE Concessionaire shall not make any improvements or modifications, do any construction work on the Premises, or alter, modify, or make additions, improvements, replacements, or repairs, except emergency repairs, to any structure now existing or built without prior written approval of City. Concessionaire shall not install any fixtures, other than Trade Fixtures, without the prior written approval of City. In the event, that any construction, improvement, alteration, modification, addition, repair, excluding emergency repairs, or replacement is made without City approval, or done in a manner other than as approved, City may, at its discretion, (i) terminate this Agreement in accordance with the provisions herein; or (ii) require Concessionaire to remove the same; or (iii) require Concessionaire to change the same to the satisfaction of City. In case of any failure on the part of Concessionaire to comply, City may, in addition to any other remedies available to it at law or in equity, effect the removal or change referenced above in this Section and Concessionaire shall pay the cost thereof to City plus fifteen percent (15%) of the costs for administration. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 65 SECTION 9.02 DESIGN AND CONSTRUCTION STANDARDS In its design and construction work on the Premises, Concessionaire will fully comply with the standards and development guidelines in the Tenant Handbook. City reserves the right to amend Tenant Work Permit Handbook during the Term. Concessionaire covenants to comply with Tenant Work Permit Handbook in effect as of the date of any construction it undertakes. SECTION 9.03 INITIAL CAPITAL INVESTMENT A. As a valuable consideration for City entering into this Agreement, but not as a payment of rent or a form of consideration for the right to occupy space at the Airport, but rather to relieve City from making expenditures for Premises occupied by Concessionaire for the Term of this Agreement, Concessionaire’s Capital Investment expended in the initial construction, furnishing and equipping of the Premises shall not be less than the Minimum Capital Investment set forth in the Response to the Request for Proposals, attached hereto and incorporated herein as Exhibit K. If the actual Capital Investment, as certified by the Concessionaire, is less than the Minimum Capital Investment, Concessionaire agrees to pay to City, within thirty (30) days of such determination, the difference between the actual Capital Investment and the Minimum Capital Investment. However, if the actual Capital Investment, as certified by Concessionaire, is less than the Minimum Capital Investment and Concessionaire delivers to City the initial construction, furnishings, and equipment of the Premises, as reflected in the Approved Project, City agrees to waive its right to the difference between the actual Capital Investment and Minimum Capital Investment. Any amounts paid to City because of this provision shall not be deemed a Capital Investment for any purpose under this Agreement nor shall it be deemed payment of any rent or other fees due under this Agreement. B. For the purposes of this Agreement the City agrees to make the following changes to each of the following Concession Spaces to make them available to the Concessionaire: Space C-120, Space C203A, and Expansion location, as mutually agreed, to by the parties, as expressed in a side letter, but not to exceed a basic shell consisting of permanent walls, cement flooring, stubbed out utilizes and a power panel SECTION 9.04 DEVELOPMENT SCHEDULE No later than thirty (30) days after the Effective Date, or at such later date as City may designate, Concessionaire must submit to City, for its approval, a proposed schedule that sets forth the following for each of the Concession Locations: A. The anticipated date(s) of design submittals and reviews for each Concession Location. B. Concessionaire’s plan for temporary concessions locations to optimally service passengers during development and construction. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 66 C. The anticipated Space Turnover Date(s) for each Concession Location. D. The anticipated date of Substantial Completion of each Approved Project. E. The anticipated opening date(s) for each Concession Location. F. The expected Premises Completion Date for the entire Premises. Upon approval by City, the Development Schedule will be attached hereto as Exhibit D, Development Schedule, and will be confirmed by letter executed by the Director or designee, without need for formal amendment to this Agreement. If for any reason City does not deliver possession of a Concession Location to Concessionaire on or after the approved Space Turnover Date, City shall not be subject to any liability therefor. Such failure to deliver possession of a Concessions Location by the time provided in the Development Schedule will not give rise to any claim for damages by Concessionaire against City or against City’s contractor; nor shall such failure affect the validity of this Agreement or Concessionaire’s obligations hereunder. Additionally, the Required Opening Date(s) and expected Premises Completion Date, as stated in the Development Schedule, shall be adjusted day for day, as mutually agreed upon by the City and Concessionaire. SECTION 9.05 SUBMITTAL AND APPROVAL OF PLANS A. Submittal of Plans Prior to Concessionaire’s commencement of any construction activities on the Premises at any time during the Term, Concessionaire shall submit plans and specifications that conform to all the requirements of Tenant Handbook to City for review and approval. No construction work shall commence until City has approved the plans and specifications and has issued a Notice to Proceed. Concessionaire shall submit plans and specifications, in the form and number identified in Tenant Handbook, for each of the Concession Locations and Support Spaces in accordance with the Development Schedule. City will review and respond to submittals of plans and specifications within ten (10) days or provide notice to Concessionaire that the review time has been extended. In the event of disapproval by City of any portion of any submittal of plans and specifications, Concessionaire shall promptly make modifications and revisions and re-submit for approval by City. B. Disclaimer of Compliance with Laws or Codes The approval by City of any plans and specifications refers to the conformity of such plans and specifications to City standards. Approval of any plans and specifications by City does not constitute its representation or warranty as to their conformity with applicable laws, statutes, codes, or permits and responsibility therefore always remains with Concessionaire. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 67 C. Approvals Extend to Architectural and Aesthetic Matters Required approval of City will extend to and include architectural and aesthetic matters. City reserves the right to reject any designs submitted by Concessionaire and to require Concessionaire, at Concessionaire’s expense, to make modifications and revisions and to resubmit designs until designs are deemed acceptable and subsequently approved in writing by City. D. Design and Permitting Concessionaire shall be responsible, at its sole cost and expense, for the costs of design and permitting of all improvements within the Premises and shall not commence any work with respect to an Approved Project until all governmental permits and approvals with respect to the Approved Project have been obtained. At no cost or liability to City, City shall cooperate in all reasonable respects with Concessionaire’s efforts to obtain such permits and approvals, which cooperation shall include, without limitation, the execution of such instruments as may be required by governmental authorities for Concessionaire to apply for and obtain such permits and approvals. SECTION 9.06 CONSTRUCTION Concessionaire shall, at its own cost and expense, commence construction of an Approved Project within ten (10) days of the later to occur of: (i) the Space Turnover Date stated in the Notice to Proceed for such Approved Project; or (ii) receipt of all permits. Concessionaire agrees that all construction work to be performed, including all workmanship and materials, shall be of optimal quality and in accordance with the Approved Project and the Development Schedule. All construction shall be performed in accordance with the requirements of this Agreement, the Tenant Handbook, and all applicable laws, regulations, ordinances, codes and permits. City and its designees shall have the right from time to time to inspect each Approved Project. Concessionaire must complete an Approved Project and open for business no later than the Required Opening Date, for initial construction, and the Required Completion Date for all other Approved Projects, as set forth in the Notice to Proceed for the Approved Project, subject to any extensions that may be approved by City. Concessionaire acknowledges that if it fails to open for business by the Required Opening Date or Required Completion Date, the delay may cause City to suffer substantial damages that are extremely difficult to ascertain or prove. Therefore, if Concessionaire fails to either complete the Approved Project or open the Concession Location for business by the Required Opening Date or Required Completion Date, the following will apply: A. Concessionaire shall pay Liquidated Damages to City, as set forth in Article VII, from the Required Completion Date until the date on which the Concession Location opens to the public for business. B. If the Concession Location is not open for business within thirty (30) days after the Required Completion Date, the failure is an Event of Default (as defined in Section 12.01) and City has the right to exercise all remedies herein, at law or in equity, DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 68 including but not limited to, the option to terminate this Agreement or to remove the applicable Concession Location from the Premises. Notwithstanding the foregoing, the Parties agree that any delay in construction of any improvements due to force majeure or acts solely attributable to City shall extend the Required Opening Date and/or Required Completion Date for an Approved Project. Additionally, the initial Premises Completion Date, as stated in the Development Schedule, shall be extended if affected by such event, in City’s sole discretion. City shall have no liability to Concessionaire for compensation or damages for any such delay. SECTION 9.07 COMPLETION OF CONSTRUCTION For each Approved Project, Concessionaire shall conform to project closeout activities set forth in Tenant Handbook. Concessionaire further agrees that it shall deliver to City within one hundred (120) days of the Premises Completion Date the following: A. As Built record documents (in a form(s) acceptable by the Airport) of the construction, additions and other modifications constructed by Concessionaire on the Premises. Any Airport maintained assets or systems shall be fully connected and include system and equipment loads on and all facility information. Concessionaire shall provide connections and service loads at the point of connection to all Airport systems. During the Term, Concessionaire shall keep said documents current, with all changes or modifications made by Concessionaire in or to the Premises or additions thereto. Documents shall be forwarded to Airport upon request within fourteen (14) calendar days. B. A statement certified by Concessionaire’s chief financial officer specifying the final Capital Investment and final design related to each of the Approved Project(s) with the level of detail as requested by City. This includes an amortization schedule of the initial Capital Investment. C. A certification that construction has been completed in accordance with the approved plans and specifications and in compliance with all laws and other governmental rules, regulations, and orders, including but not limited to City of Fresno, State of California. D. Certified proof demonstrating that no liens exist on the Premises, including but not limited to, a waiver of lien from all construction contractors and signed releases from all subcontractors that indicate receipt of payment in full for all work performed or Trade Fixtures delivered. SECTION 9.08 TITLE TO IMPROVEMENTS All leasehold improvements made to the Premises by Concessionaire, and any additions and alterations thereto made by Concessionaire, including approved changes and renovations that are affixed to the realty, shall become the property of City upon their completion and acceptance by City. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 69 SECTION 9.09 SIGNAGE Subject to the terms and conditions of Section 9.05, Concessionaire shall have the right to install and maintain signs on the Premises, provided that the design, installation, and maintenance of all signs shall be subject to the terms of this Section and comply with the Tenant Handbook. Concessionaire further acknowledges City’s desire to maintain a high level of aesthetic quality in all concession facilities throughout the Airport. Therefore, Concessionaire covenants and agrees that in the exercise of its privilege to install and maintain appropriate signs on the Premises, as provided herein, it will submit to City, for its review and approval, the size, design, content, construction, or fabrication and intended location of each and every sign it proposes to install on or within the Premises. Concessionaire shall not install signs of any type on or within the Premises without prior written approval of City, which approval shall not be unreasonably withheld or denied if the proposal is in compliance with the Tenant Handbook and all other present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies. SECTION 9.10 MID-TERM REFURBISHMENT In addition to the ongoing, routine maintenance described in Section 6.15, Concessionaire shall, at its sole cost and expense, commence Mid-Term Refurbishment. Concessionaire shall commencing in the seventh year of the Term of this Agreement submit a scope of work for refurbishment of each of the occupied concession Premises. Concessionaire shall submit to the City on July 1 of the seventh year of the Term, a schedule of refurbishments and improvements to be completed by Concessionaire in the Assigned Premises for the Mid-Term requirement. Such refurbishment shall include painting and repair attributable to ordinary wear and tear, and replacement of furnishings and fixtures. Such refurbishment shall be required to be spent on those areas visible to and utilized by the customer (i.e.; "selling area"). Concessionaire shall refurbish the Assigned Premises promptly upon the observation of any damage or deterioration of the original materials/workmanship or as reasonably required by the Director. Failure to complete any required refurbishment within the time specified by the director shall be in default under this Agreement, and in addition to all other remedies available under this Agreement, Concessionaire shall pay, as Liquidated Damages, One Hundred and No Cents ($100.00) per day until such required refurbishment is completed. Concessionaire agrees and acknowledges that the failure to refurbish is detrimental to the image of the Facilities and results in lost percentage rent, the exact loss and injury is extremely difficult to fix. Therefore, the parties agree that the above-described amount represents a fair and reasonable estimate of the monetary losses and damages incurred by the City. ARTICLE X - DISCLAIMER OF LIENS The interest of City in the Premises will not be subject to liens for any work, labor, materials, or improvements made by or for Concessionaire to the Premises, whether the same is made or done in accordance with an agreement between City and Concessionaire. It is specifically understood and agreed by Concessionaire that in no event will City or the interest of City in the Premises be liable for or subject to any DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 70 mechanic’s, laborers or materialmen’s liens for materials furnished, improvements, labor or work made by or for Concessionaire to the Premises. Concessionaire is specifically prohibited from pledging, liening, or otherwise encumbering any assets located at the Airport or any interest in this Agreement without prior, written approval by City. Concessionaire is specifically prohibited from subjecting City's interest in the Premises to any mechanic’s, materialmen’s, or laborers’ liens for improvements made by or for Concessionaire or for any materials, improvements or work for which Concessionaire is responsible for payment. Concessionaire will indemnify, defend, and hold City harmless for any expense or cost associated with any lien or claim of lien that may be filed against the Premises or City, including attorney fees incurred by City. Concessionaire will provide notice of this disclaimer of liens to all contractors or subcontractors providing any materials or making any improvements to the Premises. In the event any construction, mechanic’s, laborer’s, materialmen’s or other lien or notice of lien is filed against any portion of the Premises for any work, labor or materials furnished to the Premises, whether or not the same is made or done in accordance with an agreement between City and Concessionaire, Concessionaire will cause any such lien to be discharged of record within thirty (30) days after notice of filing thereof by payment bond or otherwise or by posting with a reputable title company or other escrow agent acceptable to City, security satisfactory to City to secure payment of such lien, if requested by City, while Concessionaire contests to conclusion the claim giving rise to such lien. ARTICLE XI - MAINTENANCE UTILITIES AND REPAIRS SECTION 11.01 CONCESSIONAIRE’S MAINTENANCE OBLIGATIONS Except for such maintenance of the Premises as is to be provided by City hereunder, Concessionaire shall, at its own cost and expense, maintain the Premises and every part thereof, including Trade Fixtures and/or personal property, in good appearance and repair, in a safe and optimal condition, and in accordance with this Agreement. Concessionaire shall maintain, repair, replace, paint, or otherwise finish all Leasehold Improvements within the lease lines of the Premises, including, without limitation, walls, partitions, floors, ceilings, windows, doors, glass and all furnishings, fixtures, and equipment therein, whether installed by Concessionaire or by City. All the maintenance, repairs, finishing and replacements shall be of quality equal to or better than the original in materials and workmanship. All work, including finishing colors, shall be subject to the prior written approval of City. Concessionaire’s compliance obligations shall include, without limitation, the obligation to make substantial repairs and alterations to the Premises (including any initial capital improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Agreement, the length of the then remaining Term hereof, the relative benefit of the repairs to Concessionaire or City, the degree to which curative action may interfere with Concessionaire’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 71 relationship between the requirement involved and Concessionaire’s particular use of the Premises. If it is determined that the maintenance is not in compliance with this Agreement, City shall so notify Concessionaire in writing. If the maintenance required to be performed as provided in City’s notice to Concessionaire is not commenced by Concessionaire within five (5) days after receipt of notice, or is thereafter not diligently executed to completion, City or its representative shall have the right to enter upon the Premises and perform the maintenance, and Concessionaire agrees to promptly reimburse City for the cost thereof, plus an administrative fee equal to fifteen percent (15%) of the maintenance costs. Concessionaire covenants and agrees that nothing shall be done or kept in the Premises that might impair the value of City’s property or that would constitute waste. Any hazardous or potentially hazardous condition on the Premises shall be corrected immediately upon receipt of a verbal or written notice from City. At the sole discretion of City, Concessionaire shall close the Premises or affected portion thereof until the hazardous or potentially hazardous condition is corrected. Concessionaire covenants to comply with all present and future laws, orders, and regulations, including any rules, regulations and procedures promulgated by City regarding City provided maintenance within the Airport. When any system for City provided maintenance is put in place that can allocate to Concessionaire its proportional share of the cost, Concessionaire must pay its proportional share of the actual costs. SECTION 11.02 CITY’S MAINTENANCE AND UTILITY OBLIGATIONS City shall provide structural maintenance of the Airport and, except as provided below, maintain, and repair the exterior windows and walls of the Premises in the Airport. However, maintenance of all interior and exterior walls constructed or remodeled by Concessionaire shall be Concessionaire’s responsibility. Further, if City establishes Common Maintenance Services at the Airport, including but not limited to those services identified in this Agreement, Concessionaire convents to pay its proportionate share of the Common Maintenance Services provided by City. City provides utility mains and lines throughout the Airport. Concessionaire, at its sole cost, shall tie into the utility mains and lines at the locations as specified by City. Supplemental heated or cooled air, electrical or other utilities required by Concessionaire more than what is customarily available in the Airport will be, if approved by City, at the expense of Concessionaire. City may, at City’s sole discretion, maintain the utilities within the Premises and in doing so shall be permitted to enter upon the Premises at all times to make any repairs, replacements, and alterations when and as may, in the opinion of City, be deemed necessary. Furthermore, Concessionaire will permit City or its representatives’ access to construct or install over, on, in, or under the Premises, new systems, pipes, lines, mains, wires, conduits, ducts and equipment; provided, however, that City shall exercise such right in a manner that minimizes interference with Concessionaire’s operations. Moreover, DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 72 during an emergency, City, or its agents, may enter the Premises forcibly, if necessary. No such reasonable entry by or on behalf of City shall constitute or cause a termination of this Agreement by Concessionaire. City agrees that it will always maintain and keep utility mains and lines in good repair in the Airport and all appurtenances, facilities, and services now or hereafter connected therewith. Concessionaire understands, accepts, and agrees that City shall not be liable for Concessionaire's loss for failure to supply any utility services. City reserves the right to temporarily discontinue utility services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of City and causes City to be unable to furnish such utility services. City shall not be liable for damages to persons or property for any such discontinuance due to causes beyond the control of City, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release Concessionaire from any of its obligations hereunder. SECTION 11.03 CITY’S PERFORMANCE OF CONCESSIONAIRE’S OPERATING OBLIGATIONS City has determined, in consideration of Airport security, public safety, and operating efficiency, that it may be in City’s best interest to perform Concessions Services. City reserves the right to establish a Concessions Services Fee based upon documented actual costs of providing Concessions Services. City may, in its sole discretion, add to, delete from, or otherwise modify the Concessions Services during the Term. City will provide thirty (30) days written notice of the effective date of any modification to the Concessions Services to Concessionaire. Concessionaire agrees to cooperate with City in the implementation and performance of the Concessions Services. Concessionaire agrees that City shall not be liable for Concessionaire's loss for failure to supply any Concessions or Common Maintenance Services. City reserves the right to temporarily discontinue any Concessions or Common Maintenance Services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of City and causes City to be unable to furnish such services. City shall not be liable for damages to persons or property for any such discontinuance due to causes beyond the control of City, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release Concessionaire from any of its obligations hereunder, except as otherwise provided in this Agreement. The Parties agree to modify to reflect modifications in the Concessions Services and Common Maintenance Services. Any such modification will be confirmed by side letter executed by the Director or designee, without need for formal amendment to this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 73 ARTICLE XII - DEFAULT, REMEDIES, AND TERMINATION RIGHTS SECTION 12.01 EVENTS OF DEFAULT Concessionaire will be deemed to be in default of this Agreement upon the occurrence of any of the following: 1. The failure or omission by Concessionaire to perform its obligations under this Agreement or the breach of any terms, conditions and covenants required herein. 2. The failure to pay, in full, to City within five (5) days of when due any fees, costs, expenses damages, or other charges applicable hereunder except where such failure is cured within (10) days after written notice by City of Concessionaire’s failure to pay. 3. Concessionaire’s default under any other agreement with City at the Airport. 4. The appointment of a Trustee, custodian, or receiver of all or a substantial portion of Concessionaire’s assets. 5. The divestiture of Concessionaire’s estate herein by operation of law, by dissolution, or by liquidation, not including a merger or sale of assets. 6. The insolvency of Concessionaire; or if Concessionaire will take the benefit of any present or future insolvency statute, will make a general assignment for the benefit of creditors, or will seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof including the filing by Concessionaire of a voluntary petition of bankruptcy or the institution of proceedings against Concessionaire for the adjudication of Concessionaire as bankrupt pursuant thereto. 7. Concessionaire’s cancellation of its Surety without City’s prior written consent and does not reestablish it promptly after written notice by City. 8. An assignment, sublease, or transfers of Concessionaire’s interest under this Agreement by reason of death, operation of law, assignment, sublease, sale in bulk of any of its assets, or otherwise to any other person or business entity other than in compliance with the provisions of this Agreement. 9. If Concessionaire abandons, deserts, vacates, or ceases operations under this Agreement for five (5) consecutive business days, unless undergoing repairs or renovations which have first been approved by City. 10. Concessionaire’s failure to maintain any type of insurance or level of insurance coverage required hereunder (and in the event Concessionaire has failed to remedy such failure within ten (10) days after notice thereof from City, City may affect such coverage and recover the cost thereof immediately from the Surety or from Concessionaire). DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 74 11. Any lien or attachment to be filed against the Premises, the Airport, or other City property because of any act or omission of Concessionaire, and such lien or attachment is not discharged or contested by Concessionaire in good faith by proper legal proceedings within fifteen (15) days after receipt of notice thereof by Concessionaire. 12. Concessionaire use, permission to use, or failure to promptly prevent use of any portion of the Airport made available to Concessionaire for its use under this Agreement for any illegal purpose. 13. Concessionaire’s license or franchise agreement related to the Concession it is authorized to operate at the Airport is terminated, expires, or is amended so that compliance with the amended provisions will cause Concessionaire to be in breach of its obligations under this Agreement. 14. Concessionaire’s failure to pay any fees or charges required hereunder after the expiration of the (10) day cure period as proscribed hereunder. 15. The conduct of any business or performance of any acts at the Airport not specifically authorized in this Agreement or by any other agreement between City and Concessionaire, and Concessionaire’s failure to discontinue that business or those acts within thirty (30) days of receipt by Concessionaire of City’s written notice to cease said business or acts (which thirty [30] day notice and remedy period shall also satisfy the notice requirement of Section 12.02 below). Nothing in this Section 12.01 shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City reserves the right, in its sole discretion, to treat each Concessions Location individually for the purpose of declaring defaults and exercising remedies under this Agreement. SECTION 12.02 CITY’S REMEDIES In the event of any of the foregoing events of default of Concessionaire and following thirty (30) days’ notice by City and Concessionaire’s failure to remedy, City, at its election, may exercise any one or more of the following options or remedies, the exercise of any of which will not be deemed to preclude the exercise of any other remedy herein listed or otherwise provided by statute or general law. Unless the default, stated in such notice, is by its nature curable and shall have been cured within such thirty (30) days. Nothing in this Section 12.02 shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City remedies are as follows: 1. Allow this Agreement to continue in full force and effect and enforce City’s right to collect compensation as it becomes due together with past due interest and draw upon the Surety in any amount necessary to satisfy the damages sustained or reasonably expected from Concessionaire’s default. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 75 2. Upon thirty (30) days’ notice terminate Concessionaire’s rights under this Agreement. This notice shall be final and shall at the option of City terminate all the rights hereunder of Concessionaire, and City may upon the date in the notice take possession of the Premises, and expel Concessionaire with or without process of law, without liability for trespass, and using such force as may be necessary, and without prejudice to any remedies for damages or breach. In doing so, City will not be deemed to have thereby accepted a surrender of the Premises, and Concessionaire will remain liable for all payments or other sums due under this Agreement up to and including the date of termination, and for all damages suffered by City because of Concessionaire’s breach of any of the covenants of this Agreement, including but not limited to, all cost of reletting, reasonable attorney’s fees, repairs, and improvements; or 3. Treat this Agreement as remaining in existence, and reenter and take possession of the Premises and expel Concessionaire and those claiming through or under Concessionaire and remove the effects of as may be necessary with or without process of law, without liability for trespass, using such force as may be necessary, and without prejudice to any remedies for damages or breach. No such reentry shall be construed as an election on City’s part to terminate this Agreement. City reserves the right to terminate the Agreement at any time after reentry. Following reentry, City may relet the Premises, and make alterations, repairs, or improvements as City deems appropriate for reletting. City shall not be responsible for any failure to relet the Premises or any failure to collect compensation due for such reletting. City shall not be liable to Concessionaire for any claim for damages resulting from remedial action by City. Concessionaire shall continue to be liable for all amounts due as under this Agreement on the dates specified plus interest thereon at the Past Due Interest Rate together with such amounts as would be payable, including costs, attorney's fees, repairs, and improvements. No delay, failure, or omission of City to re-enter the Premises or to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees or charges then or thereafter accrued will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment, or acquiescence of the Premises. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to City by this Agreement are cumulative and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option, or remedy available under this Agreement or provided by law. In the event, City terminates this Agreement or reclaims the Premises under this Section 12.02, City has no liability to Concessionaire for any Unamortized Investment. ARTICLE XIII - INDEMNIFICATION AND RELEASE To the furthest extent allowed by law, Concessionaire shall indemnify, hold harmless and defend City, and its officers, officials, employees, agents, and volunteers (hereinafter referred to collectively as “City”) from any and all loss, liability, fines, penalties, forfeitures, DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 76 costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) incurred by City, Concessionaire 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 Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of the Airport, including use of any public airport facilities and improvements, upon which the Premises is located; or (iii) performance of, or failure to perform, this Agreement. Concessionaire’s obligations under the preceding sentence shall apply to any negligence of City, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of City. If Concessionaire should contract any work on the Premises or subcontract any of its obligations under this Agreement, Concessionaire shall require each consultant, contractor and subcontractor to enter into a Side Agreement, at the discretion of the City’s Risk Manager or their designee, to indemnify, hold harmless and defend City, and its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. Concessionaire’s occupancy, maintenance and use of the Premises shall be at Concessionaire’s sole risk and expense. Concessionaire accepts all risk relating to Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of that Premises, including use of any public facilities and improvements, upon which the Premises is located; and (iii) the performance of, or failure to perform, this Agreement. City shall not be liable to Concessionaire or Concessionaire’s insurer(s) for, and Concessionaire and its insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable to an occurrence on or about the Premises including any public facilities and improvements, upon which the Premises is located, in any way related to the Concessionaire’s operations and activities. Concessionaire shall immediately notify City of any occurrence on the Premises including any public facilities and improvements, upon which the Premises are located, resulting in injury or death to any person or damage to property of any person. The provisions of this Section shall survive termination or expiration of this Agreement. ARTICLE XIV - INSURANCE SECTION 14.01 INSURANCE REQUIREMENTS Throughout the life of this Agreement, Concessionaire shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in its sole discretion. The City of Fresno and each of its officers, officials, employees, agents, and volunteers (hereinafter referred to collectively as “City”) requires policies of insurance DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 77 as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Concessionaire shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance, or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 78 City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds. 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. SECTION 14.02 MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE Concessionaire, or any party the Concessionaire subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to The City of Fresno and each of its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY : (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY : $1,000,000 per accident for bodily injury and property damage. 3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 4. LIQUOR LIABILITY INSURANCE (if applicable) for alcoholic beverages that are to be sold, served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i) $1,000,000 per occurrence; (ii) $2,000,000 aggregate for bodily injury and property damage; 5. PROPERTY: (if operating within the airport) Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of Concessionaire’s business property. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 79 SECTION 14.03 UMBRELLA OR EXCESS INSURANCE In the event Concessionaire 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 of Fresno and each of its officers, officials, employees, agents, and volunteers. SECTION 14.04 DEDUCTIBLES AND SELF-INSURED RETENTIONS Concessionaire shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Concessionaire 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 City, its officers, officials, employees, agents, and volunteers; or (ii) Concessionaire shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self-insured retentions. SECTION 14.05 OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to City, except ten (10) days for nonpayment of premium. Concessionaire 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, Concessionaire 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, Concessionaire shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed to name The City of Fresno and each of its officers, officials, employees, agents, and volunteers as additional insureds. A. Concessionaire shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26, CG 20 11 or similar by an DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 80 executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms CG 20 26 or CG 20 11. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed so Concessionaire’s insurance shall be primary and no contribution shall be required of City. The coverage shall contain no special limitations on the scope of protection afforded to The City of Fresno and each of its officers, officials, employees, agents, and volunteers. If Concessionaire maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Concessionaire. B. 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 Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to The City of Fresno and each of its officers, officials, employees, agents, and volunteers. The property insurance policy is to contain, or be endorsed to contain, the following provisions: 1. Full replacement value of any permanent improvements on the Premises, with the City named as a Loss Payee. 2. The coverage shall contain: (i) No coinsurance penalty. (ii) No limitations or exclusions for vacancy of any part of the Premises. (iii) No special limitations on the scope of protection afforded to City. SECTION 14.06 PROVIDING OF DOCUMENTS Concessionaire shall furnish City with all certificates and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Concessionaire shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Concessionaire shall also be required to provide all documents noted herein. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 81 SECTION 14.07 MAINTENANCE OF COVERAGE If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City hereunder shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, its principals, officers, agents, employees, persons under the supervision of Concessionaire, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SECTION 14.08 SUBCONTRACTORS If Concessionaire should subcontract all or any portion of the services to be performed under this Agreement, Concessionaire shall require, at the discretion of the City, their subcontractor to enter into a separate Side Agreement in order to provide indemnification and insurance protection to City. Concessionaire shall verify that all subcontractors maintain insurance meeting all the requirements stated herein and Concessionaire shall ensure that City and each of their officers, officials, agents, employees, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Concessionaire and City prior to the commencement of any work by the subcontractor. ARTICLE XV - SURETY FOR PERFORMANCE SECTION 15.01 FORM OF SURETY To secure payment for rents, fees, charges, and other payments required hereunder, Concessionaire will post with City a Surety. The Surety will be maintained throughout the Term of this Agreement and any holdover or extension and will be in an amount equal to three (3) times the monthly rental payment payable to City hereunder for a period of six (6) months. The Surety will be issued by a bank or surety provider acceptable to City and authorized to do business in the State of California and will be in a form and content DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 82 satisfactory to City. The Surety may be issued for a one (1) year period, provided however, Concessionaire covenants and agrees that evidence of renewal or replacement of the Surety must be submitted annually by Concessionaire to City, without prompt, at least sixty (60) days prior to the expiration date of the instrument. The Surety shall contain language that the issuing financial institution shall notify City in writing within forty-five (45) days of a determination that the Surety is to be terminated and or is not going to be renewed. Notwithstanding any provision herein to the contrary, if at any time during the Term City deems the amount of Surety insufficient to properly protect City from loss hereunder because Concessionaire is or has been in arrears with respect to such monetary obligations or because Concessionaire has, in the opinion of City, violated other terms of this Agreement, Concessionaire covenants that after receiving notice and an opportunity to remedy, it will increase the Surety to the amount required by City, provided however, the percentage increase shall not exceed the annual percentage increase that has occurred with respect to Concessionaire’s rent, fees, and charges. Concessionaire shall furnish the Surety within ten (10) days of the Effective Date as security for the full performance of every provision of this Agreement by Concessionaire. Failure to maintain the Surety as set forth herein shall be an event of default hereunder. SECTION 15.02 APPLICATION OF SURETY In the event Concessionaire fails to perform the payment terms and conditions of this Agreement, City, in addition to any other rights and remedies available by law or in equity, may, at any time, apply the Surety or any part thereof toward the payment of Concessionaire’s obligations under this Agreement. In such an event, within thirty (30) days after notice, Concessionaire will restore the Surety to its original amount. City will not be required to pay Concessionaire any interest on the Surety. Concessionaire understands and agrees that failure to maintain or replenish the Surety shall constitute a material breach of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. SECTION 15.03 RELEASE OF SURETY The release of the Surety will be subject to the satisfactory performance by Concessionaire of all terms, conditions, and covenants contained herein throughout the entire Term. Upon termination of this Agreement, the release of Surety will not occur until all rents, fees, charges, and other payments due to City are satisfied and City has accepted the findings of Concessionaire’s audit or has successfully conducted an audit in accordance with the provisions of this Agreement. In the event of a dispute as to the condition of the Premises, only the amount in dispute will be retained for remedy. City shall release the Surety without interest within thirty (30) days of meeting the above requirements. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 83 ARTICLE XVI - PROPERTY DAMAGE SECTION 16.01 COMPLETE DESTRUCTION If Premises, the Terminal in which the Premises is located, or any portion thereof is destroyed or damaged to an extent that renders it unusable, City may rebuild or repair any portions of the building structure destroyed or damaged, and if the cause was beyond the control of Concessionaire, Concessionaire’s obligation to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If City elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within ninety (90) days after the destruction or damage, and Concessionaire may elect to initiate Section 16.03. If Concessionaire elects not to initiate Section 16.03, Concessionaire may then terminate this Agreement effective as of the date of such event. If City elects to rebuild, Concessionaire must replace all Leasehold Improvements at its sole cost and in accordance with the Capital Investment, subject to increase for inflation. Such replacements must be in accordance with the performance standards set forth herein. City and Concessionaire shall cooperate with each other in the collection of any insurance proceeds that may be payable in the event of any loss or damage. If during the last year of the Term the improvements on the Premises are partially destroyed or damaged, City may at City’s option terminates this Lease as of the date of occurrence of such damage by giving written notice to Concessionaire of City’s election to do so within thirty (30) days after the date of occurrence of such damage. In the event, City elects to terminate this Agreement pursuant hereto, Concessionaire shall have the right within ten (10) days after receipt of the required notice to notify City in writing of Concessionaire’s intention to repair such damage at Concessionaire’s expense, without reimbursement from City, in which event this Agreement shall continue in full force and effect and Concessionaire shall proceed to make such repairs as soon as reasonably possible. SECTION 16.02 LIMITS OF CITY’S OBLIGATIONS DEFINED City shall not be liable for the following: (i) any damage to property of Concessionaire or others located on the Premises or in the Airport; (ii) the loss of or damage to any property of Concessionaire or of others by theft or otherwise; (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, or snow; (iv) leaks from any part of the Premises or the Airport; from the pipes, appliances, or plumbing works; from the roof, street, subsurface, or from any other place; or from dampness or by any other cause of whatsoever nature; (v) any such damage caused by other Concessionaires, persons in the Premises, occupants of adjacent property, of the Airport, or of the public; (vi) damages caused by operations in construction of any private, public, or quasi-public work; (vii) any latent defect in the Premises or in the building of which they form a part; and (viii) all property of Concessionaire kept or stored on the Premises is at the risk of Concessionaire only. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 84 Further, Concessionaire shall defend and hold City harmless from and hereby waives any claims arising out of damage to the same or damage to Concessionaire's business, including subrogation claims by Concessionaire's insurance carrier. Concessionaire shall give immediate telephone notice to City in case of fire, casualty, or accidents in the Premises or in the building of which the Premises is a part, of defects therein, or in any fixtures or equipment. Concessionaire shall promptly thereafter confirm such notice in writing. Redecoration, replacement, and refurbishment of furniture, fixtures, equipment, and supplies will be the responsibility of and paid for by Concessionaire and will be of equivalent quality to that originally installed hereunder. City will not be responsible to Concessionaire for any claims related to loss of use, loss of profits, or loss of business resulting from any partial, extensive, or complete destruction of the Premises regardless of the cause of damage. SECTION 16.03 ALTERNATE SPACE City will use its best efforts to provide Concessionaire with alternate areas acceptable to Concessionaire to continue its operation while City makes repairs to the Premises or if City elects not to proceed with rebuilding or repairing the unusable space, in accordance with the terms of this Article, except for damages caused by Concessionaire’s acts, omissions or negligence. ARTICLE XVII - DAMAGING ACTIVITIES No goods or materials will be kept, stored, or used in or on the Premises that are flammable, explosive, hazardous (as defined below) or that may be offensive or cause harm to the public or cause damage to the Premises. Concessionaire is responsible for compliance and shall require its contractors to comply with all federal, state, and local environmental rules, regulations, and requirements. This includes compliance with all rules and regulations and Tenant Handbook incorporated hereto by reference. Concessionaire shall obtain all necessary federal, state, local, and Airport permits and comply with all permit requirements. Nothing will be done on the Premises other than as provided in this Agreement that will increase the rate of or suspend the insurance on the Premises or on any structure of City. No machinery or apparatus will be used or operated on the Premises that will damage the Premises or adjacent areas; provided, however, that nothing in this Article will preclude Concessionaire from bringing or using on or about the Premises, with approval by City, such materials, supplies, equipment, and machinery as are appropriate or customary in the operation of Concessionaire's business under this Agreement. Concessionaire agrees that nothing shall be done or kept on the Premises that might impair the value of City’s property or that would constitute waste. The term “Hazardous” will mean: A. Any substance the presence of which requires or may later require notification, investigation, or remediation under any environmental law. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 85 B. Any substance that is or becomes defined as a “hazardous waste”, “hazardous material”, “hazardous substance”, “pollutant” or “contaminant” under any federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Resources Conservation and Recovery Act (42 U.S.C. §6901 et seq.) and the associated regulations. C. Any substance that is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise harmful and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision within any state. D. Any substance that contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds. E. Any substance that contains polychlorinated biphenyls, asbestos, or urea formaldehyde foam insulation. F. Any substance that contains or emits radioactive particles, waves, or materials, including, without limitation, radon gas. Concessionaire agrees that nothing shall be done or kept on the Premises and no improvements, changes, alterations, additions, maintenance, or repairs made that might impair the structural soundness of the building; result in an overload of utility, plumbing, or HVAC systems serving the Terminals or interfere with electric, electronic, or other equipment at the Airport. In the event of violations hereof, Concessionaire agrees immediately to remedy the violation at Concessionaire's own cost and expense. Concessionaire shall be responsible for any damage caused by Concessionaire to the Premises, Airport, any City property or operations, or the property of any other concessionaire, person, or entity, either by act, omission, or because of the operations of Concessionaire. In the event, of such damage, Concessionaire will give City immediate notice thereof, and Concessionaire will immediately make the necessary repairs at its own cost and expense. Concessionaire shall be required to comply with the obligations set forth in Article IX with respect to all work required to be performed in accordance with this Section. City reserves the right, if in the best interest of City, to perform the necessary repairs immediately itself. Concessionaire covenants to reimburse City, for the costs and expenses associated with necessary repairs plus an administrative fee of fifteen percent (15%). If the same type of damage is caused by Concessionaire more than once in a twelve (12) month period, such as a water leakage, electrical service interruption, or other damage, Concessionaire shall submit a Remediation Plan, as set forth in Section 6.01.C. ARTICLE XVIII - COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, AND RULES Concessionaire, its officers, authorized officials, employees, agents, subcontractors, or those under its control, will at all times comply with applicable federal, state, and local laws and regulations, present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies,, all applicable health rules and regulations and other mandates whether existing or as DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 86 promulgated from time to time by the federal, state, or local government, or City including, but not limited to, permitted and restricted activities, security matters, parking, ingress and egress, environmental and storm water regulations and any other operational matters related to the operation of the Airport. Concessionaire’s failure to keep and observe said laws, regulations, ordinances, and rules shall constitute a material breach of the terms of this Agreement in the manner as if the same were contained herein as covenants. SECTION 18.01 MINIMUM COMPENSATION / LIVING WAGE Concessionaire agrees to comply fully with and be bound by all present or future minimum compensation regulations, as set forth by City or the State of California. ARTICLE XIX - AIRPORT SECURITY Concessionaire, its officers, authorized officials, employees, agents, subcontractors, and those under its control, will comply with safety, operational, or security measures required of Concessionaire or City by the FAA or TSA. If Concessionaire, its officers, authorized officials, employees, agents, subcontractors or those under its control fail or refuse to comply with said measures and such non-compliance results in a monetary penalty being assessed against City, then, in addition to any other remedies available to City, Concessionaire covenants to fully reimburse City any fines or penalties levied against City, and any attorney fees or related costs paid by City as a result of any such violation. This amount must be paid by Concessionaire within fifteen (15) days from the date of the invoice or written notice. Concessionaire understands and acknowledges that its ability to remain open and conduct operations under this Agreement is subject to changes in alert status as determined by TSA, which is subject to change without notice. If the security status of the Airport changes at any time during the Term of this Agreement, Concessionaire shall take immediate steps to comply and assist its employees, agents, independent Contractors, invitees, successors, and assigns in complying with security modifications that occur because of the changed status. At any time, Concessionaire may obtain current information from the Airport’s Public Safety Office regarding the Airport’s security status in relation to Concessionaire’s operations at the Airport. ARTICLE XX - AMERICANS WITH DISABILITIES ACT Concessionaire will comply with the applicable requirements of the Americans with Disabilities Act (ADA) 42 USC § 12000 et seq. and any similar or successor laws, ordinances, rules, standards, codes, guidelines, and regulations and will cooperate with City concerning the same subject matter. If compliance cannot be achieved, Concessionaire shall proceed formally to the federal, state, or local agency having jurisdiction for a waiver of compliance. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 87 prohibit the Concessionaire from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Concessionaire, if requested by the Concessionaire. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. ARTICLE XXI - FAA APPROVAL This Agreement may be subject to approval of the FAA. If the FAA disapproves this Agreement, it will become null and void, and both Parties will bear their own expenses relative to this Agreement, up to the date of disapproval. ARTICLE XXII - RIGHT OF FLIGHT Concessionaire's right to use the Premises for the purposes set forth in this Agreement shall be secondary and subordinate to the operation of the Airport. Concessionaire acknowledges that because of the location of the Premises at the Airport, noise, vibrations, fumes, debris, and other interference with the Permitted Use(s) will be caused by Airport operations. Concessionaire hereby waives all rights or remedies against City arising out of any noise, vibration, fumes, debris, and/or interference that is caused by the operation of the Airport. City specifically reserves for itself and for the public a right of flight for the passage of aircraft in the airspace above the surface of the Airport. Additionally, City reserves for itself the right to cause in said airspace such noise, vibration, fumes, debris, and other interference as may be inherent in the present and future operation of aircraft. Concessionaire expressly agrees for itself, its successors and assigns, to prevent any use of the Premises, which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard. ARTICLE XXIII - FEDERAL RIGHT TO RECLAIM In the event, a United States governmental agency demands and takes over the entire facilities of the Airport or the portion thereof wherein the Premises are located, for public purposes, for a period more than ninety (90) consecutive days, then this Agreement will terminate and City will be released and fully discharged from all liability hereunder. In the event, of such termination, Concessionaire’s obligation to pay rent will cease; however, nothing herein will be construed as relieving either Party from any of its liabilities relating to events or claims of any kind whatsoever prior to this termination. ARTICLE XXIV - PROPERTY RIGHTS RESERVED This Agreement is subject and subordinate to the terms, reservations, restrictions, and conditions of any existing or future agreements between City and the United States, when the execution of such agreements has been or may be required as a condition precedent to the transfer of federal rights or property to City for Airport purposes and the expenditure of federal funds for the extension, expansion, or development of the Airport. The provisions of the attached Appendix E and Appendix F are incorporated herein by reference and if the FAA or its successors requires modifications or changes to this DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 88 Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise. Concessionaire understands, accepts, and agrees to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Agreement as may be reasonably required to satisfy the FAA requirements. ARTICLE XXV - ASSIGNMENT AND SUBCONTRACT Concessionaire may not assign, subcontract and/or sublease its rights, interests or obligations in whole or in part under this Agreement without the prior written consent of City, in City’s sole and absolute discretion which consent shall not be unreasonably withheld or delayed. Concessionaire shall not grant any license or concession hereunder, or permit any other person or persons, company, or corporation to occupy the Premises without first obtaining written consent of City, in City’s sole and absolute discretion. Any attempt by Concessionaire to in any way directly transfer all or part of its interest in this Agreement (including any attempt to transfer ownership of the equity or voting interest in the stock of Concessionaire if Concessionaire is a corporate entity or the ownership interest in such other entity or control of Concessionaire or Concessionaire’s operations through sale, exchange, merger, consolidation, or other such transfer) without prior written consent of City shall, at the option of the Director or designee, automatically terminate this Agreement and all rights of Concessionaire hereunder. Subject to the terms and conditions set forth in this Section, and only after it has received City’s written approval and consent, Concessionaire shall be permitted to subcontract with respect to all or any portions of the Premises. City’s consent to one assignment/subcontract/sublease shall not be deemed a consent to subsequent assignments/subcontracts/subleases. Each party to a subcontract and each subcontract, and any contemporaneous or subsequent addendum, amendment, modification, or other agreement relating to any such subcontract, must be approved in advance by City. The subcontract must contain substantially the same business terms and conditions as those found in this Agreement, and the subcontract must acknowledge the existence of this Agreement and that the subcontracting parties are jointly bound by the terms and conditions of this Agreement, and state that the subcontracting parties shall comply with and satisfy the requirements and obligations of Concessionaire hereunder. All rent, fees, charges, or other monies due and payable hereunder which are, pursuant to any subcontract, to be paid by a subcontractor shall not be marked-up by Concessionaire. Sub-lessees must independently operate any subcontracted premises and adhere to and comply with all the terms, conditions, requirements, restrictions, obligations, and standards set forth herein, including without limitation, all audit standards incorporated herein. Subleasing parties shall be jointly bound by the terms and conditions of this Agreement, and the subcontracting parties shall comply with the requirements and obligations of Concessionaire hereunder. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 89 ARTICLE XXVI - CORPORATE TENANCY If Concessionaire is a corporation, partnership, or limited liability business organization, the undersigned officer of Concessionaire hereby warrants and certifies to City that Concessionaire is a corporation in good standing, is authorized to do business in the State of California, and the undersigned officer is authorized and empowered to bind the corporation to the terms of this Agreement by his or her signature thereto. Further, If Concessionaire is a partnership or other business organization, each member shall be deemed to be jointly and severally liable if such members are subject to personal liability. No director, officer, or employee of City shall be held personally liable under this Agreement because of its good faith execution or attempted execution. ARTICLE XXVII - RIGHT TO DEVELOP AIRPORT Concessionaire acknowledges City's responsibility to the public to prudently operate, maintain and develop the City's facilities. In executing this responsibility, City shall have the right to undertake developments, renewals, and replacements which the City deems prudent or necessary. Such right shall include the right of City to terminate this Agreement early in the event that Concessionaire's possession of the Premises conflicts with, limits or interferes with proposed City development, renewal, replacement or expansion of City properties or operation of the Airport, subject to the notice requirements contained in Section 2.04. ARTICLE XXVIII - ATTORNEY’S FEES AND COSTS In the event legal action is required by City to enforce this Agreement, City will be entitled to recover costs and attorneys’ fees, including in-house attorney time (fees) and appellate fees. ARTICLE XXIX - RIGHT TO AMEND If the FAA or its successors requires amendments, modifications, revisions, supplements, or deletions in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, Concessionaire agrees to consent to such amendments, modifications, revisions, supplements, or deletions to this Agreement as may be required to obtain such funds. ARTICLE XXXI - NOTICES AND COMMUNICATIONS All notices or communication, whether to City or to Concessionaire pursuant hereto, will be deemed validly given, served, or delivered upon receipt by the Party by hand delivery, or three (3) days after depositing such notice or communication in a postal receptacle, return receipt requested, or one (1) day after depositing such notice or communication with a reputable overnight courier service, and addressed as follows: DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 90 Concessionaire SSP America FAT, LLC. ATTN: Legal Department 20408 Bashan Dr., Ste. 300 Ashburn, VA 20147 City of Fresno, Airports Department Attn. Director of Aviation 4995 E. Clinton Way Fresno, CA 93727 or to such other address or parties within the State of California as either party may designate in writing by notice to the other Party delivered in accordance with the provisions of this Article. If the notice is sent through a mail system, a verifiable tracking documentation, such as a certified return receipt or overnight mail tracking receipt, is encouraged. Either Party may, however, designate a different address from time to time by providing written notice thereof. ARTICLE XXXII - BOND ORDINANCES This Agreement is in all respects subject and subordinate to any City bond ordinances applicable to the Airport, and to any other bond ordinances, which should amend, supplement, or replace such bond ordinances. The Parties to this Agreement acknowledge and agree that all property subject to this Agreement that was financed by the net proceeds of tax-exempt bonds is owned by City. Concessionaire agrees not to take any action that would impair or omit to take any action required to confirm the treatment of such property as owned by City for purposes of §142(b) of the Internal Revenue Code of 1986, as amended. Concessionaire agrees to make and hereby makes an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Agreement that was financed by the net proceeds of tax-exempt bonds. Concessionaire shall execute such forms and take such other action as City may request to implement such election. ARTICLE XXXIII - FORCE MAJEURE Neither Party hereto shall be liable to the other for any failure, delay, or interruption in the performance of any of the terms, covenants, understandings, or conditions of this Agreement due to causes beyond the control of that Party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, Pandemics as declared by the Centers for Diseases Control and Prevention, the World Health Organization, and the United States Government, or any other circumstance for which such Party is not responsible or which is not in its power to control (collectively referred to as "Force Majeure"). A lack of funds, however, will never be deemed beyond a Party’s power to control, and in no event shall this paragraph be DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 91 construed to allow Concessionaire to reduce or abate its obligation to pay any obligation due herein. This relief is not applicable unless the affected Party does the following: A. Uses due diligence to remove the Force Majeure as quickly as possible. B. Provides the other Party with prompt written notice of the cause and its anticipated effect. C. Provides the other Party with written notice describing the actual delay or non- performance incurred within seven days after the Force Majeure ceases. ARTICLE XXXIV - RELATIONSHIP OF THE PARTIES Concessionaire is and will be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and City will in no way be responsible, therefore. Nothing contained in this Agreement shall be deemed or construed by the City or Concessionaire, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship, between the City and Concessionaire. It is understood and agreed that neither the method of computation of Rent or any other payments, nor any other provision contained in this Agreement, nor any acts of the City or Concessionaire creates a relationship other than the relationship of the City and Concessionaire as described in this Lease. ARTICLE XXXV - CITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by City, it is understood that the Director or designee, is hereby empowered to act on behalf of City. Further, except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given by the Director or designee, it is understood that the Director or designee may further delegate such authority through the Tenant Handbook. ARTICLE XXXVI - INVALIDITY OF CLAUSES The invalidity of any part, portion, article, paragraph, provision, or clause of this Agreement will not have the effect of invalidating any other part, portion, article, paragraph, provision, or clause thereof, and the remainder of this Agreement will be valid and enforced to the fullest extent permitted by law, provided that such invalidity does not materially prejudice either Concessionaire or the City in their respective rights and obligations contained in the valid terms, covenants, or conditions hereof. ARTICLE XXXVII - TIME IS OF THE ESSENCE Time is of the essence of this Agreement. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 92 ARTICLE XXXVIII - TAXES Concessionaire will bear, at its own expense, all costs of operating its business including all applicable sales, use, intangible and possessory interest taxes of any kind, against Concessionaire’s Premises, the real property and any improvements thereto, Trade Fixtures and other personal property used in the performance of the Concession or estate which are created herein, or which result from Concessionaire’s occupancy or use of the Premises or assessed on any payments made by Concessionaire hereunder, whether levied against Concessionaire or City. Concessionaire will also pay any other taxes, fees, or assessments against the Premises or estate created herein. Concessionaire will pay the taxes, fees, or assessments reflected in a notice Concessionaire receives from City within thirty (30) days after Concessionaire’s receipt of that notice or within the time period prescribed in the tax bill. City will attempt to cause the taxing authority to send the applicable tax bills directly to Concessionaire and Concessionaire will remit payment directly to the taxing authority, in such instance. Concessionaire may reserve the right to contest such taxes, fees, or assessments and withhold payment upon written notice to City of its intent to do so, so long as the nonpayment does not result in a lien against the real property or any improvements thereon or a direct liability on the part of City. Concessionaire shall pay to City, with each payment of Concessions Space Rent, Support Space Rent, and Percentage Rent and all other fees to City, all sales or other taxes which may be due with respect to such payments, and upon receipt, City shall remit such taxes to the applicable taxing authorities.1 ARTICLE XXXIX - PATENTS AND TRADEMARKS Concessionaire covenants, warrants, and represents that it is the owner of or fully authorized to use any services, processes, machines, articles, marks, names, or slogans used by it in its operations under this Agreement. Concessionaire will not utilize any protected patent, trademark, or copyright, including any patents, trademarks, or copyrights owned by City, in its operations under this Agreement, unless it has obtained prior proper permission, all releases, and other necessary documents. Concessionaire agrees to indemnify, defend, and hold harmless City, its officers, employees, agents, and representatives from any loss, liability, expense, suit, or claim for damages in connection with any actual or alleged infringement of any patent, trademark, or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Concessionaire under this Agreement. 1 Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or exclusive use of any real property (land and/or improvements located therein or thereon) which is owned by the City of Fresno (City) is a taxable possessory interest unless the possessor of interest in such property is exempt from taxation. With regard to any possessory interest to be acquired by Concessionaire under this Agreement, Concessionaire, by its signatures hereunto affixed, warrants, stipulates, confirms, acknowledges and agrees that, prior to executing this Agreement, Concessionaire either took a copy of this Agreement to the office of the Fresno County Tax Assessors or by some other appropriate means independent of City or any employee, agent, or representative of City determined, to Concessionaire’s full and complete satisfaction, how much Concessionaire will be taxed, if at all. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 93 ARTICLE XL - AGENT FOR SERVICE OF PROCESS It is expressly agreed and understood that if Concessionaire is not a resident of the State of California, or is an association or partnership without a member or partner resident of said State, or is a foreign corporation, then in any such event Concessionaire does designate the Secretary of State, State of California, as its agent for the purpose of service of process in any court action between it and City arising out of or based upon this Agreement, and the service will be made as provided by the laws of the State of California for service upon a non-resident. It is further expressly agreed, covenanted, and stipulated that if for any reason service of such process is not possible, and Concessionaire does not have a duly noted resident agent for service of process, as an alternative method of service of process, Concessionaire may be personally served with such process out of this State, by the registered mailing of such complaint and process to Concessionaire at the address set out in this Agreement. Such service will constitute valid service upon Concessionaire as of the date of mailing. Concessionaire will have thirty (30) days from date of mailing to respond thereto. It is further expressly understood that Concessionaire hereby agrees to the process so served, submits to the jurisdiction of the court, and waives all obligation and protest thereto, any laws to the contrary notwithstanding. ARTICLE XLI - COMPLIANCE WITH PUBLIC RECORDS LAW SECTION 41.01 AGREEMENT SUBJECT TO CALIFORNIA PUBLIC RECORDS ACT Concessionaire acknowledges, understands, and accepts that City is subject to the provisions of the California Public Records Act (CPRA), California Government Code Section 6250 et. seq. Concessionaire acknowledges that all documents prepared or provided by Concessionaire under this Agreement may be subject to the provisions of the CPRA. Any other provision of this Agreement notwithstanding, including Exhibits, Attachments, and other documents incorporated into this Agreement by reference, all materials, records, and information provided by Concessionaire to City shall be considered confidential by City only to the extent provided in the CPRA, and Concessionaire agrees that any disclosure of information by City consistent with the provisions of the CPRA shall result in no liability of City. Concessionaire agrees to defend, indemnify, hold harmless, and fully cooperate with City in the event of a request for disclosure or a lawsuit arising under such act for the disclosure of any documents or information, which Concessionaire asserts is confidential and exempt from disclosure. SECTION 41.02 INDEMNIFICATION IN EVENT OF INTERVENTION In the event of a request to City for disclosure of such information, time, and circumstances permitting, City will make a good faith effort to advise Concessionaire of such request to give Concessionaire the opportunity to object to the disclosure of any material Concessionaire may consider confidential, proprietary, or otherwise exempt from disclosure. In the event of the filing of a lawsuit to compel disclosure, City will tender all such material to the court for judicial determination of the issue of disclosure. Concessionaire agrees it will either waive any claim of privilege or confidentiality or intervene in such lawsuit to protect materials Concessionaire does not wish disclosed. If DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 94 Concessionaire chooses to intervene in such a lawsuit and oppose disclosure of any materials, Concessionaire agrees to defend, indemnify, and hold harmless City, its officers, agents, and employees from any claim, damages, expense, loss, or costs arising out of Concessionaire’s intervention including prompt reimbursement to City of all reasonable attorney fees, costs, and damages that City may incur directly or may be ordered to pay by such court. ARTICLE XLII - DATA SECURITY Concessionaire will establish and maintain safeguards against the destruction, loss, or alteration of City data or third-party data that Concessionaire may gain access to or be in possession of in the performance of this Agreement. Concessionaire will not attempt to access, and will not allow its personnel access to, City data or third-party data that is not require for the performance of the services of this Agreement by such personnel. Concessionaire will adhere to and abide by the security measures and procedures established by City. In the event, Concessionaire or Concessionaire’s subcontractor (if any) discovers or is notified of a breach or potential breach of security relating to City data or third party data, Concessionaire will promptly: (i) notify City of such breach or potential breach; and ii) if the applicable City data or third party data was in the possession of Concessionaire at the time of such breach or potential breach, Concessionaire will investigate and cure the breach or potential breach. ARTICLE XLIII - USE, POSSESSION, OR SALE OF ALCOHOL OR DRUGS Concessionaire, its officers, agents, and employees shall cooperate and comply with the provisions of the Federal Drug-Free Workplace Act of 1988 and State of California, County and City of Fresno laws and statutes, or any successor thereto, concerning the use, possession, or sale of alcohol or drugs. Except as may be otherwise authorized by this Agreement, Concessionaire shall prohibit consumption of alcohol within those areas that are not covered by Concessionaire’s California Department of Alcoholic Beverage Control Type 47 (On Sale General Eating Place) License. Violation of these provisions or refusal to cooperate with implementing this alcohol and drug policy can result in City barring Concessionaire from City facilities or participating in City operations. ARTICLE XLIV - HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE No goods, merchandise or material will be kept or stored by Concessionaire at Airport which are explosive or hazardous; and no offensive or dangerous trade, business or occupation will be carried on therein or thereon. Nothing will be done in the performance of this Agreement which will increase the rate of or suspend any insurance policy or coverage of City and/or Airport. Concessionaire covenants that all materials, equipment, and all other items used in the performance of this Agreement are in compliance with Occupational Safety and Health Administration (OSHA). DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 95 ARTICLE XLV - CITY’S SMOKING/VAPING POLICY Concessionaire agrees that it will prohibit smoking/vaping by its employees and the public in the Premises. Concessionaire further agrees to not sell or advertise tobacco products. Concessionaire acknowledges that smoking/vaping is not permitted in the Airport’s buildings and facilities except for designated areas. Concessionaire and its officers, agents, and employees shall cooperate and comply with the provisions of State of California and City of Fresno laws and statutes. See Appendix P (City’s Smoking/Vaping Policy) for further details. ARTICLE XLVI - WAIVERS No waiver by City at any time of any of the terms, conditions, covenants, or agreements of this Agreement, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof by Concessionaire. No delay, failure, or omission of City to exercise any right, power, privilege or option arising from any default nor subsequent payment of charges then or thereafter accrued, will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment thereof or acquiescence therein. No notice by City will be required to restore or revive time as being of the essence hereof after waiver by City or default in one or more instances. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all the rights, powers, options, or remedies given to City by this Agreement are cumulative and no one of them will be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option or remedy. ARTICLE XLVII - COMPLETE AGREEMENT This Agreement represents the complete understanding between the Parties, and any prior agreements or representations, whether written or verbal, are hereby superseded. This Agreement may subsequently be amended only by written instrument signed by the Parties hereto, unless provided otherwise within the terms and conditions of this Agreement. ARTICLE XLVIII - ORDER PRECEDENCE The documents listed below are a part of this Agreement and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: A. Terms and Conditions as contained in this Agreement. B. RFP No. 12300507. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 96 C. Concessionaire’s Response to RFP No. 12300507, and any subsequent information submitted by Concessionaire during the evaluation process, as modified and accepted by City. ARTICLE XLIX - BROKER'S COMMISSION Concessionaire represents and warrants that it has not caused nor incurred any claims for brokerage commissions or finder's fees in connection with the execution of this Agreement. Concessionaire shall defend, indemnify, and hold City harmless against all liabilities arising from any such claims caused or incurred by it (including the cost of attorney fees in connection therewith). This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any Third Party or parties (except parties to whom the Concessionaire may assign this Agreement in accordance with the terms hereof, and except any successor to City) any right to claim damages or to bring any suit, action or other proceeding against either City or Concessionaire because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. ARTICLE L - ANTI-BRIBERY AND ANTI-CORRUPTION Each of Concessionaire and the City agrees that it shall, and shall ensure that its employees, subsidiaries, agents, and any other person providing services on its behalf in connection with this Agreement shall: (i) comply with applicable anti-bribery and corruption laws including, without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, and in particular, shall not, either directly or indirectly, offer, promise, give, authorize the payment of, or transfer, a financial or other advantage: (A) to any public or government official in order to obtain or retain business and with the intention of influencing such official in his or her capacity as an official where such official is not permitted by law to be influenced by the offer, promise or gift; or (B) any other person with the intention of inducing or rewarding the improper performance of a function or activity; (ii) maintain adequate policies and procedures designed to prevent any activity, practice or conduct prohibited by this Section, or that would constitute an offense under any applicable anti-bribery and anti-corruption laws; and (iii) disclose to the other in writing immediately on such party’s becoming aware of the same, full details of any matter, event or circumstance which does or might constitute a breach of Article L. DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 97 ARTICLE LI - NO LIMIT ON CITY’S POWERS Nothing in this Agreement shall limit in any way the power and right of City to exercise its governmental rights and powers, including its powers of eminent domain. [Signatures on the following page] /// /// /// /// DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 98 ARTICLE LII - SIGNATURES This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. This Agreement is expressly subject to and shall not be or become effective or binding on City until approved by City, if so required, and fully executed by all signatories of City. This Agreement may be signed electronically by the Parties in the manner specified by City. CITY OF FRESNO, CALIFORNIA A Municipal Corporation By: Henry Thompson, A.A.E., C.A.E., IAP Director of Aviation APPROVED AS TO FORM: ANDREW JANZ City Attorney By: _____________________________ Brandon M. Collet, Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: ____________________________ Deputy Address for Notice: City of Fresno Airports Department 4995 E. Clinton Way Fresno, CA 93727 SSP AMERICA FAT, LLC. A Delaware Limited Liability Company By: Patrick Murray Title: Deputy Chief Executive Officer (If corporation or LLC., Board Chair, Pres. or Vice Pres.) Address for Notice: SSP America FAT, LLC. ATTN: Legal Department 20408 Bashan Dr., Ste. 300 Ashburn, VA 20147 Exhibits and Attachments: Exhibit A – Response to Request for Proposals Exhibit B – Concession Use Premises and Support Space locations Exhibit C – Monthly Concessions Report Exhibit D – Development Schedule Exhibit E – ACDBE Participation Requirement Exhibit F – Conflict of Interest Form DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 8/24/2023 8/24/2023 99 Exhibit G – Product and Price List Exhibit H – City of Fresno, Airports Department Badging Application Package Exhibit I – Example of Severe Decline in Enplanements Calculation Exhibit J – Annual Rental Adjustment Calculation Exhibit K – Initial Capital Investment Exhibit L – FAA Grants and Assurances DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 EXHIBIT A Proprietary Information Redacted RFP No. 1235007 PAGE 41 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal *Certification for Local Preference Form not required, per Addendum No. 3 RFP No. 1235007 PAGE 42 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1- Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2- Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 1 of 3 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 2 of 3 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 3 of 3 Printed 01/18/2023 PlanetBids, Inc. FAT FRESNO YOSEMITE INTERNATIONAL AIRPORT FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL REQUEST FOR PROPOSALS NO.: 12300507 January 17, 2022 Attention: City of Fresno, Purchasing Division c/o Tamra Torrence 2101 G. Street, Building A Fresno, CA 93706 Dear Evaluation Committee: On behalf of the entire SSP America team, please accept our proposal in response to the City of Fresno’s invitation to submit competitive bids to develop, construct and operate five high-quality Food & Beverage Concessions as detailed in Proposal Number 12300507 at Fresno Yosemite International Airport. We are honored by the opportunity to be a part of the procurement process and endeavor to earn your approval to build a world-class partnership and become your lasting, partner of choice. Fresno Yosemite International Airport is surrounded by natural wonder. The Central San Joaquin Valley is home to some of the most beautiful geological features in the United States and, indeed, all North America – Yosemite, Sequoia and King’s Canyon National Parks attract visitors the world over. FAT is perfectly placed as the region’s gateway for those passengers seeking to enjoy the ample adventures this endowed area has to offer, and when the splendor of the region is reflected in the thoughtful composition of the airport, travelers know immediately that they’ve just landed somewhere special. Our job is to deliver that unique, local blend of world-class special with every meal, snack and drink served. SSP America is the North American division of SSP Group PLC, a leading operator of food and beverage concessions in travel locations, present in 35 countries around the world with a portfolio of more than 550 international, national, and local brands. SSP America is a significant component of SSP Group’s global business, built on our consistent growth and strong reputation for our creative designs, our care and concern for our passengers and our unyielding passion for food. We are well capitalized and have the resources, experience, and skills to support the program design, development, and construction. SSP America’s vision for the current proposal opportunity is to share with your passengers, a seat at the region’s table. A collective slice of the Central San Joaquin Valley’s culinary landscape, with community anchored brands delivering today’s white-hot culinary trends, created by forward-thinking restauranteurs who put their passion on every plate. Featuring a range of local and regional brands, all proudly born and bred in California, SSP have developed a portfolio that will delight and attract and will bring passengers back for more. SSP America proudly proposes: Ike’s Love & Sandwiches (Concourse A, Space C-120) - Ike’s Love & Sandwiches brings a California-based, white-hot regional brand offering premium quality, freshly prepared sandwiches with quick service baked into its DNA. Peet’s Coffee (Concourse A, Space C-134) - Peet’s brings a California-based, global coffee icon serving handcrafted, gourmet coffees made from premium ingredients. Mad Duck Craft Brewing Co. & Baby Duck (Concourse A, Space POD) - Mad Duck Craft Brewing Co. brings a locally owned brand serving craft brews and scratch made, chef- driven dishes. The integrated, “Baby Duck” will function as a quick serve restaurant designed specifically for passengers on the go. Casa Corona (Future Development, Concourse B, Space G-206b) - Casa Corona brings an immersive, multi-award-winning hometown Mexican restaurant serving fresh, scratch-made dishes, backed by a full-service cantina style bar and lively, fiesta atmosphere. TM The above portfolio represents what SSP believes to be the best, most cost-effective tenant mix that would drive the most revenue for FAT and, crucially, allow for an expeditious, on-budget buildout given the ongoing turbulence of today’s construction costs. Further, SSP America will remain flexible and open to wider discussions with Airport management on brand movement to ensure a tenant mix and placement that drives the most revenue for FAT. As a leading, global operator, SSP America brings a level of commitment unsurpassed in our industry. First and foremost, we are committed to world-class operations at all levels. SSP America is the 2019 and 2020 winner of Airport Experience News’ (AXN’s) Best Overall Restaurateur Award, as well as the 2018 winner of AXN’s Best Customer Service Award, and there’s a reason why. Customer service and operational excellence require a commitment to continuous improvement—and it’s that commitment to world-class operational excellence that SSP America will provide at FAT ensuring all passengers receive a positive experience consistent with this world-class destination. Upon award our plan is to begin operations immediately by transitioning the current program. This gives us boots on the ground and a head start in understanding your airport community. SSP views this “Transition Phase” as the first step with three objectives: No interruptions—ensuring continuity of service to FAT travelers and the airport community; No stoppage of revenues—by temporarily rebranding the current restaurants we will protect revenues to the airport and airline partners; and, No unnecessary delays—we will work with airport management to create a design and construction plan directly with FAT and we will fast track all designs and submittals to develop the new program as soon as possible. We recognize that speed to market is the most important factor in protecting airport revenues and have successfully transitioned over a dozen airport concession programs in recent years including Chicago Midway, where we took over 25 food and beverage facilities and transitioned them to SSP operations within a week without any interruptions. Our goal is to maximize revenues and customer satisfaction for FAT and its passengers while quickly constructing our beautiful new restaurants. Importantly, throughout every stage, we commit to retaining all current staff and no one will lose their job. SSP America, Inc. is the prime entity responding to the Proposal Number 12300507 opportunity. If SSP America, Inc. becomes the successful bidder, the contract would be shared in a Joint Venture partnership with ACDBE certified partner TNT Concessions, LLC (30%). This Joint Venture partnership, SSP America FAT, LLC, is 70% owned by SSP America, Inc. and 30% owned by the ACDBE partner, which more than doubles the City of Fresno’s ACDBE requirement of 13%. SSP America is honored to submit this proposal. We view this response as an opportunity to contribute not only to the future of Fresno and the entire Central San Joaquin Valley region, but also to the future of American air travel. By creating world-class guest experience, we are helping FAT lead the way in global airport excellence, while driving further economic opportunity across the region. Should SSP America be awarded the Proposal Number 12300507 opportunity, we can personally guarantee our commitment to the City of Fresno and the Fresno Yosemite International Airport community. We will never be mere tenants. We are active, engaged community members, and believe that partnership is critical in building a food and beverage program of the 21st Century and beyond. We are ready to partner with you over the next 15 years and build a gateway to the future, together. Very truly yours, Pat Murray Deputy Chief Executive Officer Primary Contact Paul Loupakos, Senior Vice President, Development & Airport Retention 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 USA ph: 331.229.2489 Paul.Loupakos@foodtravelexperts.com RFP No. 1235007 PAGE 41 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal *Certification for Local Preference Form not required, per Addendum No. 3 RFP No. 1235007 PAGE 42 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1- Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2- Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos 11/21/2022 331-229-2489 Please provide 2022 monthly sales for each Food & Beverage location? Hannah D'Arezzo 2022 monthly sales (through October) have been provided as RFP Exhibit 3. 7 Melissa Garza-Perry 12/09/22 12/09/22 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos 11/21/2022 331-229-2489 Hannah D'Arezzo With the rise in food costs and construction costs, please consider increasing the pricing to street plus 15%? The City will not consider increasing the pricing to Street plus 15% at this time. 7 12/09/22 12/09/22 Melissa Garza-Perry N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos 11/21/2022 331-229-2489 Hannah D'Arezzo Where should the $5,000 Deposit Check be mailed to if a respondent submits electronically? Please submit the check to: Purchasing Office, Attn: Tamra Torrence, Sr. Procurement Specialist, City of Fresno, 2600 Fresno Street, Room 2156, Fresno, CA 93721 Melissa Garza-Perry 7 12/09/22 12/09/22 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos POD F&B - Is there a height restriction? Christopher Gainey There are no codes or architectural restrictions. The only restrictions would be upon 7 Melissa Garza-Perry 12/09/22 12/09/22 final approval of the design by the City and the Proposer's ability to maintain the location. 11/21/22 331-229-2489 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos POD F&B - There is an existing Flight Information Display at the top of the escalators, Christopher Gainey It is possible, provided the City finds a suitable alternative location for the FIDS. 7 Melissa Garza-Perry 12/09/22 12/09/22 is it possible to relocate this? 11/21/22 331-229-2489 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos POD F&B - Are we able to apply new materials/finishes to the back of the restroom core? Christopher Gainey Proposers are able to submit design plans that apply new materials/finishes to the back 7 Melissa Garza-Perry 12/09/22 12/09/22 of the restroom core, subject to City approval of the finish, location, etc. 11/21/22 331-229-2489 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Christopher Gainey SSP America, Inc. Paul Loupakos C120 and C134 – These spaces have gate doors to the exterior within the footprints. Are these required for operations or code exiting or can they be removed? One door must remain in the store design in order to receive product deliveries via SIDA. Door placement can be moved per final approval by City of Proposer's design plan. Melissa Garza-Perry 7 12/09/22 12/09/22 331-229-2489 11/21/22 N/A 1 PROPOSED BUSINESS TERMS AND CONDITIONS CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY November 21, 2022 Natalie Greene Sr. Director, Brands & Concepts SSP America, Inc. 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 Re: Letter of Authorization Dear Natalie, Please accept this letter confirming our authorization that SSP America, Inc. (“SSP”) has the exclusive rights to include Ike’s Love & Sandwiches restaurants’ trademarks, logos and products in the proposal of SSP to the lessor at the Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one years following the date written above, and may be extended by mutual written agreement of the parties. Sincerely, Ike’s Love & Sandwiches Name: Title: SSP America, Inc. Adam Rinella VP of Real Estate & Development CONFIDENTIAL AND PROPRIETARY October 10, 2022 Natalie Greene Sr. Director, Brands & Concepts SSP America, Inc. 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 Re: Letter of Authorization Dear Natalie, Please accept this letter confirming our authorization that SSP America, Inc. (“SSP”) has the exclusive rights to include Peet’s Coffee restaurants’ trademarks, logos and products in the proposal of SSP to the lessor at the Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one years following the date written above, and may be extended by mutual written agreement of the parties. Sincerely, Peet’s Coffee Name: Title: SSP America, Inc. DocuSign Envelope ID: 2CA4B2AF-C87C-4705-BBF5-97F7156A15B7 Sr Director of Operations Robyn Quintal CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 46 Proposer’s Name_________________ (Submit with Proposal) FORM 3: PROPOSAL DEPOSIT Accompanying this proposal is a Proposal Deposit in the amount of Five Thousand Dollars ($5,000.00) in form of: [ ] Annual Bidder’s Bond [ ] Certificate of Deposit [ ] Proposer’s Bond [ ] Certified Check [ ] Cashier’s Check [ ] Irrevocable Letter of Credit Proposal Deposit is deposited by the undersigned Proposer with the City of Fresno as a guarantee that the Proposer, if awarded all or part of the Agreement, will, within 15 calendar days (except in the event federal funding is applicable to the Agreement, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return an Agreement furnished by the City. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. Such Deposit is made with the understanding that failure to execute such Agreement will result in damage to the City, that the amount of such damage would be difficult to determine and that in the event of such default said Deposit shall become the property of the City; or, if a Proposer’s Bond is deposited, the amount of the obligation thereof, but not more than the above stated amount, shall thereupon be due and payable to the City of Fresno as liquidated damages for such default, payment of said amount to be the joint and several obligation of the Proposer and the corporate surety. BUSINESS LOCATION ( ) The undersigned Proposer does not maintain a place of business in the City of Fresno. ( ) The undersigned Proposer maintains a place of business in the City of Fresno at: , Fresno, CA, BUSINESS LICENSE ( ) The undersigned Proposer has a current City of Fresno Business License Number: If the successful proposer does not have a City of Fresno Business License, it shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract. SSP America, Inc. X X CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY 2 BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS TAB 2 – BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS • Trade Name Registrations; • Corporate or Limited Liability Company/Partnership entity information; • Legal name of Corporation, Limited Liability Company or Partnership; • State Formation; • Federal Tax ID; • A certified copy of either the Articles of Formation, Articles of Incorporation, the Certificate of Incorporation or the Certificate of Formation, which includes documentation to show who has the ability to bind the Corporation, LLC., Company to an Agreement with the City; • Current Certificate of Good Standing from the state of incorporation or formation as well as evidence of authorization to conduct business in the State of California and a Certificate of Good Standing from the State of California; SSP AMERICA, INC. WAS FORMED IN CALIFORNIA ON MARCH 19, 1986. EIN - 33-0169494 SSP began serving airport guests as part of Scandinavian Air Services (SAS) in Denmark in 1961 and combined its business with UK-based Travelers Fare in 1973. Compass Group—one of the world’s largest food service providers—acquired SSP in the early 1990s. In 2006, SSP spun off from Compass, and began operating as an independent group controlled by private equity firm, EQT Partners. SSP Group PLC publicly traded on the London Stock Exchange, a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. A certified copy of SSP America, Inc.’s Articles of Incorporation is included for your review within this section. A Certificate of Good Standing from the state of California for SSP America, Inc. is included for your review within this section. A Certificate of Good Standing from the state of California for SSP America FAT, LLC is included for your review within this section. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY Delaware The First State Page 1 7209371 8100 Authentication: 205212440 SR# 20224392045 Date: 12-29-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “SSP AMERICA FAT, LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2022, AT 3:38 O`CLOCK P.M. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY Delaware The First State Page 1 7209371 8100 Authentication: 205212440 SR# 20224392045 Date: 12-29-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “SSP AMERICA FAT, LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2022, AT 3:38 O`CLOCK P.M. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY • Evidence of current home state and California ACDBE certification, Application for California ACDBE certification or Letter of Intent to Apply for California ACDBE certification PASSION FOR DIVERSITY AT SSP AMERICA, WE ARE STRONGEST AS A COMPANY WHEN WE FULLY LEVERAGE COLLABORATION AND INCLUSIVE PRACTICES. Collaboration at every level, particularly through ACDBE partnerships, also brings opportunity for innovation. The more voices at the table, the better our business operates. SSP America works with more than 75 partners today. Not only are our partners an integral part of every airport business environment where we operate, but they are a competitive advantage. Our team members build strong relationships with ACDBE partners and local providers of goods and services throughout our operations across North America and beyond. We believe in including our partners in every part of our business, allowing us to benefit from their expertise and local knowledge. They, in turn, gain greater exposure to the airport environment. CONFIDENTIAL AND PROPRIETARY EMBRACING THE FAA TENETS SSP America embraces the tenets of the FAA Airport Concession Disadvantaged Business Enterprise Program (ACDBE). Throughout its U.S. airport operations, SSP America regularly meets or exceeds ACDBE requirements while building lasting relationships with some of the best restaurant operators in the country. We meet quarterly with both our ACDBE partners and our airport clients to ensure our team is meeting contractual obligations and building strong, long-term relationships. SSP America has woven inclusion and opportunity into its corporate culture. Our goals mirror those of the U.S. Department of Transportation through our focus on: 1. REMOVING BARRIERS FOR ACDBE PARTICIPATION BY CASTING A WIDE NET 2. APPLYING INCLUSIVE PRACTICES 3. PROVIDING FLEXIBLE OPTIONS FOR ACDBE PARTICIPATION For this opportunity, SSP will partner with California-based ACDBE certified TNT Concessions, LLC in the following level of participation: SSP AMERICA FAT, LLC • SSP AMERICA, INC. – 70% • TNT CONCESSIONS, LLC – 30% ACDBE CERTIFIED CONFIDENTIAL AND PROPRIETARY TNT CONCESSIONS, LLC NIKKI SHAW Bringing her passion for food and appetite for adventure, celebrity Chef Nikki Shaw is committed to spreading awareness of and preventing heart disease, diabetes and high blood pressure. Chef Nikki is a trained media spokesperson specializing in recipe development and product endorsement for major corporations. She has been a featured chef for the American Diabetes Association, American Heart Association and Kaiser Permanente. She conducts healthy cooking demonstrations and educates communities about the importance of making smart food choices and staying physically active, on TV and in-person. Chef Nikki is a featured Media Chef for the Oakland A’s, promoting the teams Community Wellness Campaign. She is also on NBA.com for the NBA Cares campaign. She is a featured Chef/Instructor for the Golden State Warriors community outreach programs, offering information and recipes to help prevent childhood obesity. She is the Chair of the Oakland Teen Empowerment Program, which teaches inner-city girls valuable life skills. In addition to that, she is a minority partner for the restaurants and concessions at Oakland International Airport. Chef Nikki has appeared on Food Network as a finalist on The Next Food Network Star and she was also a featured chef on the hit VH1 show Basketball Wives. Chef Nikki graduated with honors from Howard University in Washington D.C. with a Bachelor’s degree in Journalism. She graduated as a Chef from the Southeastern Culinary Academy and completed her internship at Disney World in Orlando, Florida. She and her husband, former NBA player and Assistant Coach, reside in California with their children. TERRI FRIERSON Terri Frierson has spent 25+ years in corporate administration, project management and process & logistics improvement with a strong emphasis in commercial real estate and corporate facilities. Terri formed TNT Concessions with her business partner, Chef Nikki Shaw, several years ago. Together they are joint venture partners with SSP America at the Oakland International Airport. TNT brings a strong operational understanding to the business along with a passion for people. Terri’s background allows her to bring a unique perspective to the partnership with SSP America. Previously, she spent 18 years with an international company based in Englewood CO, where she was responsible for the corporate real estate and facilities department encompassing a one million square foot real estate portfolio. While in this role, she led the negotiations of hundreds of domestic and international lease agreements and vendor contracts with a primary focus on risk mitigation and financial impact. On the following pages please find a Draft Joint Venture Agreement and copies of ACDBE CA Certificates for each partner. CONFIDENTIAL AND PROPRIETARY 1 SSP America ACDBE COMPLIANCE PLAN City of Fresno Airports Department Food and Beverage Concessions & Convenience Concessions at Fresno Yosemite International Airport Terminal Proposal Number 12300507 January 2023 CONFIDENTIAL AND PROPRIETARY 2 Table of Contents A. Commitment to Business Diversity Program Goal(s) B. Key Personnel – Duties and Responsibilities C. Outreach Efforts D. Concessions Package Structuring and Procurement E. Supportive and Capacity Building Services F. Compliance Tracking and Reporting G. Methodology for Dispute Resolution H. Compliance Monitoring and Enforcement I. Compliance Plan Attachments CONFIDENTIAL AND PROPRIETARY 3 A. Commitment to the Business Diversity Program Goal(s) SSP America FAT LLC, a proposer for Food and Beverage and News and Convenience Concessions at Fresno Yosemite International Airport Terminal for City of Fresno Airports Department, has prepared and is submitting this preliminary Compliance Plan in support of the FAT concessions opportunity. SSP America is proposing a 30% ACDBE participation. The participation level is to be measured as a percentage of the total gross receipts, and ACDBE expenditures inclusive of any contract amendments and/or modifications. We understand that the ACDBE participation percentage commitments made by our company at the time of the Contract award is deemed to be contractual. The DBE Commitment Form 10 is included in our bid/proposal indicating our commitment to the applicable Contract Specific Goal and Participation Level(s). B. Key Personnel - Duties and Responsibilities SSP America strongly believes that consistency and continuity are fundamental to a robust program that supports our ACDBE and local business partners. We plan to achieve this through the engagement of Heather Barry, Vice President of Strategic Partnership at SSP America. Barry will be responsible for overseeing the implementation of all aspects associated with SSP’s contract’s Business Diversity and ACDBE compliance and program contractual commitments and obligations to ensure we meet and exceed all expectations associated with the success of our ACDBE and local business partners. SSP will work to implement innovative programs and approaches for all opportunities associated with certified and minority firms, ensuring success through supporting all tenants of the business diversity program and growing business through capacity building, mentoring, financial assistance, and business support. Lastly including the oversight and execution of the following activities that will assist in the success for our ACDBE partners and the joint venture. • Outreach events with local, minority and certified firms that include, advertising and notice to all local and state firms on certified directories. We have conducted outreach in advance of the RFP submittal and plan to conduct additional outreach events upon award to engage suppliers, sub-contractors, and DBE firms to assist in the trades including construction and design services. • Our on-going work to ensure the following elements are taken into consideration when selecting partners including price, capabilities, contract goals, understanding that the certified firms are required for the success of the business. We are committed to dedicating resources to this end. • Compliance efforts will be maintained and include meeting both federal, state and local program requirements including 49 CFR 26 and 49 CFR 23, subsequent guidance and FAT and Federal Aviation Administration (FAA) approved Policy and Administrative Procedures and contract provisions relative to the Disadvantaged Business Enterprise (DBE) and Airport Concession Disadvantaged Business Enterprise (ACDBE) programs. Additionally, we will maintain records for our certified firms specific to utilization, supplier selection and award, and all executed contracts. CONFIDENTIAL AND PROPRIETARY 4 • We will work with FAT to approve our joint venture document and maintain records for both ACDBE members and non- ACDBE members to notify of any amendments, change orders, scope of work changes and supplier awards contracts and agreements. Additionally, we will work with FAT to comply with all required reviews and audits of our program. • Regular reporting will take place with FAT specifically with quarterly meeting notes, contract specific reports per FAT requirements. • Additionally, we plan to meet with the FAT team, at a minimum of annually, to review our program and progress to ensure we are compliant and supporting our partner’s success, upholding the spirit of the program and airport vision for inclusion while supporting vision of the contract goals. • Should for any reason the joint venture not meet the ACDBE goals, or participation levels, we will immediately notify FAT for scope changes. We understand, and are aware, of the commitment and obligations to meet the contractual agreements. CONFIDENTIAL AND PROPRIETARY 5 C. Outreach Efforts Our team has conducted an outreach in advance of the RFP submittal focused on attracting local, minority-owned, women-owned and certified firms. We have conducted business matchmaking, events, advertising and notice to all local and state firms on certified directories. Upon selection we plan to conduct additional outreach events to engage suppliers, sub-contractors and DBE firms to assist in the trades including construction and design services. We will continue to use the ADOT certified firms, community organization, chambers, contractor groups including local, state and business assistance offices and other organizations that assist with the identification of certified companies. We will continue collecting proposals from interested parties and conducting meetings with interested firms. We have attached copies of our outreach documents as reference. D. Concessions Package Structuring and Procurement The joint venture will structure our procurement process based on the below set of FAA approved guidelines; so ACDBE participation is met and maximized in the airport contract goals and in addition to the efforts, below are examples of activities we will implement upon award for this procurement. (1) Locate and identify ACDBE and other small businesses interested in participating in our procurement process. (2) Notify all ACDBE and DBEs of concession opportunities and encouraging them to compete. (3) Provide technical assistance to ACDBE and DBEs to assist in obtaining bonding or financing. (4) Inform potential certified firms in pre-solicitation meetings about our program. (5) Promote and implement existing SSP technical assistance programs and Mentor- Protégé Program at FAT. CONFIDENTIAL AND PROPRIETARY 6 E. Supportive and Capacity Building Services We are committed to assisting ACDBE businesses in building their business framework though the following: assisting and supporting our partners to be operationally ready for success. Success may require additional attention in the following areas, access to capital, insurance/bonding, equipment, supplies, materials, certification assistance, procurement sourcing and additional incubator services specific to the partner needs and in the spirit of supporting and growing small business. Additionally, we have a relationship with Lendisty to assist our certified firms with financing. F. Compliance Tracking and Reporting We agree to adhere to the requirements associated with the use of the FAT compliance and reporting system, report and monitor all ACDBE participation efforts, post-award compliance activities and all utilization activities. In addition, our internal audit processes keep us on-track meeting our requirements and goals set forth with this contract. We will, when necessary, create specific reports, communications, document quarterly meetings, document all voting by members and track all awards given to ACDBE and certified firms. We will also complete the formal FAA annual report for the annual grant recipient requirements associated with the ACDBE program. As such, the respective joint venture agreements are attached to our submittal for review of additional compliance per the legal agreement. CONFIDENTIAL AND PROPRIETARY 7 G. Methodology for Dispute Resolutions Should any dispute resolution issues arise, we will immediately notify FAT to bring awareness of the situation. The first step in SSP America’s dispute resolution process is to follow Alternative Dispute Resolution practices including negotiation, mediation, conciliation, arbitration, and private judging. Additionally, Heather Barry is trained and certified in Alternative Dispute Resolution practice. As noted, both SSP America will work to expeditiously seek to find resolution between the parties of the joint venture. In the event joint venture parties are unable to resolve contractual matters, all questions relative to the execution, validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of California. H. Compliance Monitoring and Enforcement ACDBE compliance provisions include a monitoring and enforcement mechanism verifying the work defined for our ACDBE members is, in fact, performed. We maintain a clearly defined roles document and records of all contracts, leases, joint venture agreements, or other concession-related agreements that will all be monitored by FAT. To date, SSP America has not encountered or imposed any sanctions against our ACDBE partners. To best support the ACDBE/certified firms, we work very closely with our partners to support their success. We do this by holding monthly partner meetings via Teams, quarterly joint venture calls, internal monitoring and audits that includes a certification tracker, report tracker and contact with each partner to assist. When necessary for annual certification renewal or ACDBE member changes, FAT will be contacted and informed. Should the situation arise of any necessary non-compliance action by an ACDBE member, SSP America will notify the FAT office immediately to assist with remedy. Additionally, we will offer a mentor-protégé program that will assist our new partners in the ACDBE compliance efforts. I. Compliance Plan Attachments Attached please find the following attached in support of the compliance plan: • SSP America Joint Venture Agreement • SSP America Outreach Flyer and supporting documents • ACDBE Roles and Responsibilities CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY Certification List Submit Change Request Add Date Alert This record is from California Department of Transportation. It is not managed by City and County of Denver. Vendor Information BUSINESS NAME TNT Concessions, LLC. SYSTEM VENDOR NUMBER 20506600 PRIMARY OWNER'S NAME Ms. Therese Frierson ETHNIC GROUP Caucasian GENDER Female Certification Information CERTIFYING AGENCY California Department of Transportation CERTIFICATION TYPE ACDBE - Airport Concessionaire Disadvantaged Business Enterprise EFFECTIVE DATE 5/9/2022 RENEWAL DATE 6/1/2023 Contact Information MAIN COMPANY EMAIL tfrierson@palladiumholdingsco.com MAIN PHONE 303-517-0769 MAIN FAX 303-292-2542 Addresses PHYSICAL ADDRESS 2741 Welton Street Suite 201 Denver, CO 80205-4221 [map] Certification: View CONFIDENTIAL AND PROPRIETARY MAILING ADDRESS 2741 Welton Street Suite 201 Denver, CO 80205-4221 [map] Business Capabilities BUSINESS CERTIFIED FOR Limited-Service Restaurants FULL DESCRIPTION OF CAPABILITIES/PRODUCTS COMMODITY CODES CA WCC F5810 EATING & DRINKING PLACES CA WCC F5940 MISC SHOPPING GOODS STORES CA WCC I7388 INTERIOR DECORATING & DESIGN NAICS 424990 Other Miscellaneous Nondurable Goods Merchant Wholesalers (More) NAICS 445292 Confectionery and Nut Retailers (More) NAICS 541410 Interior design services (More) NAICS 541618 Other Management Consulting Services (More) NAICS 722330 Mobile Food Services (More) NAICS 722410 Drinking Places (Alcoholic Beverages) (More) NAICS 722511 Full-Service Restaurants (More) NAICS 722513 Limited-Service Restaurants (More) NAICS 722515 Snack and Nonalcoholic Beverage Bars (More) Owner Ethnicity and Gender ETHNIC GROUP Caucasian GENDER Female Location and Work Districts/Regions COUNTY STATEWIDE WORK AREA No WORK DISTRICTS/REGIONS Alameda Contra Costa Imperial Kern Los Angeles Orange Riverside San Benito San Bernardino San Diego CONFIDENTIAL AND PROPRIETARY San Francisco San Luis Obispo San Mateo Santa Clara Solano Sonoma Additional Information CUCP PUBLIC DIRECTORY CERTIFICATION NUMBER 45313 Certification List Customer Support Home | Print This Page | Print To PDF | Translate Copyright © 2022 B2Gnow. All rights reserved. CONFIDENTIAL AND PROPRIETARY GOOD FAITH EFFORTS CONFIDENTIAL AND PROPRIETARY GOOD FAITH EFFORTS OUTREACH SOLICITATION OF BUSINESS OPPORTUNITIES CONFIDENTIAL AND PROPRIETARY The SSP America team would like to meet you! We’re exploring new partners as we look to expand our business at the airport. If you’re interested in learning more about our company and the joint venture opportunities we are developing, please follow the link to the online questionnaire, and we’ll follow up to schedule a meeting. A NEWOPPORTUNITY Opportunities : • Restaurant Operations• General Contractor• Demolition• Concrete• Metals• Carpentry • Journeymen• Insulation• Doors/Glazing• Finishes• Mechanical• Apprentice www.foodtravelexperts.com/america Online Questionnaire: https://form.jotform.com/223615998711162 About SSP America: SSP America is a division of SSP Group, a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. We operate in 180 airports and 300 rail stations in 36 countries around the world and operated more than 550 international, national, and local brands across our 2,700 units. Want to get in touch? Stacey Rush Director, Design, Construction & Integration Heather Barry Vice President, Strategic Partnerships jvpartners@foodtravelexperts.com CONFIDENTIAL AND PROPRIETARY December 5, 2022 Prospective Airport F&B/Retail Concessions Opportunity Fresno Yosemite International Airport Dear Interested Vendors, Suppliers & Contractors: SSP America is based on a passionate belief that restaurants are at the heart of 21st century living. It is around the restaurant table where we relax, work, rejoice and celebrate. And an airport has an opportunity to help tell a community’s culinary story. That is why we need YOU! SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. We serve around one and a half million customers every day at approximately 180 airports and 300 rail stations in 35 countries around the world and operate more than 550 international, national and local brands across our 2,700 units. We are seeking to meet with interested ACDBE vendors, suppliers, and contractors to discuss the potential opportunity with SSP America. SSP is excited about this opportunity to partnering with small, local, and certified businesses. We obtained your information from the current State of California Business Database and/or your local Chamber of Commerce. If you are interested in this potential opportunity to participate as a Supplier, Vendor, or Contractor, please:  Complete the questionnaire and provide a description of your business and its operations and a statement describing how your company will add value to SSP’s concessions by clicking this link Online Questionnaire: https://form.jotform.com/223615998711162 If you have any questions, please reach out to: Heather Barry SSP America, Inc. Vice President of Strategic Partnerships JVPartners@foodtravelexperts.com CONFIDENTIAL AND PROPRIETARY The information provided in this file is not to be used for unsolicited advertising, spam, or any other unauthorized use. Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes A TOUCH OF CLASS Transportation, Inc. Touch of Class Limousines Deena Papagni 2650 N Argyle Avenue, 101 Fresno CA 93727 2650 N Argyle Avenue, 101 Fresno CA 93703 559-438-5466 559-438-5467 deena@touchofclasslimo.com http://www.touchofclasslimo.com Fresno DBE Other Minority Female Fresno 46144 485320 - Limousine Service; 485999 - All Other Transit and Ground Passenger Transportation; E4110 - LOCAL & SUBURBAN TRANSPORATION ACE FENCE COMPANY Robert Villarreal PO BOX 12102, 2331 S TULIP ST (ZIP 93721)FRESNO CA 93776 PO BOX 12102 FRESNO CA 93776 559-268-1438 559-268-1467 robert18@acefencefresno.com Fresno DBE Hispanic American Male Fresno 8914 238990 - All Other Specialty Trade Contractors; C8000 - FENCINGALAN MOK ENGINEERING Alan Mok 7415 N. PALM AVENUE STE. 101 FRESNO CA 93711 7415 N. PALM AVENUE STE. 101 FRESNO CA 93711 559-432-6879 559-432-6897 alan@alanmokengineering.com Fresno DBE Asian-Pacific American Male Fresno 37923 541330 - Engineering services; 541370 - Surveying and Mapping (except Geophysical) Services; C8720 - CIVIL ENGINEERING; C9826 - LAND SURVEYING ALERT-O-LITE, INC Debbie Hunsaker 2379 S G STREET FRESNO CA 93721 P.O. BOX 12224 FRESNO CA 93777 559-453-2474 559-453-3250 debbieh@alertolite.com http://www.alertolite.com Fresno DBE Caucasian Female Fresno 16345 238990 - All Other Specialty Trade Contractors; 423610 - Electrical Apparatus and Equipment, Wiring Supplies, and Related Equipment Merchant Wholesalers; 423830 - Industrial Machinery and Equipment Merchant Wholesalers; 423990 - Billboards merchant wholesalers; 532412 - Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing; C0612 - SAFETY EQUIPMENT SUPPLIER; C0683 - GUARD RAILING & BARRIERS SUPPLIER; C0686 - ELECTRICAL & SIGNALS SUPPLIER; C0699 - TOOLS SUPPLIER; C1200 - CONSTRUCTION AREA SIGNS; C1290 - TEMPORARY RAILING (TYPE K); C5601 - SIGN STRUCTURE; C5620 - ROADSIDE SIGN; C9907 - CONSTRUCTION EQUIPMENTAL RENTAL; C9908 - HEAVY EQUIPMENT RENTAL; D3490 - MISC FABRICATED METAL PRODUCTS; D3990 - MISC MANUFACTURES; F5070 - HARDWARE, PLUMBING & HEATING EQUIPMENT; F5090 - MISC DURABLE GOODS AMERICAN DOCK AND DOOR ANTHONY BROWN 3725 W. GETTYSBURG FRESNO CA 93722 3725 W. GETTYSBURG FRESNO CA 93722 559-351-7074 559-274-9120 americandd1b@aol.com Fresno DBE Black American Male Fresno 41745 238290 - Other Building Equipment Contractors; 238990 - All Other Specialty Trade Contractors; 332323 - Ornamental and Architectural Metal Work Manufacturing; C0656 - DOORS & FRAMES SUPPLIER; C9865 - DOOR INSTALLATION SERVICES Arguello Concrete Construction, Inc.CHRIS ARGUELLO 5753 N. MARIPOSA FRESNO CA 93710 5753 N. MARIPOSA FRESNO CA 93710 559-779-3068 559-261-9885 arguelloconcrete@sbcglobal.net Fresno DBE Hispanic American Male Fresno 38342 238110 - Poured Concrete Foundation and Structure Contractors; C5105 - MINOR CONCRETE STRUCTURE; C5110 - CONCRETE SURFACE FINISH; C7301 - CONCRETE CURB & SIDEWALK- MISC Asante Paint & Décor Asante Paint & Decor Glenn Comfort 1138 W. Pinedale Ave Fresno CA 93711 1138 W. Pinedale Ave Fresno CA 93711 559-492-0738 000-000-0000 asantepaintco@yahoo.com http://asante paint & décor Fresno DBE Black American Male Fresno 51363 238320 - Painting and Wall Covering Contractors AZ Rebar, Inc.Antonio Zamora 2518 W. Holland Ave Fresno CA 93705 P.O. Box 9253 Fresno CA 93791 559-776-1119 azamora@azrebar.net Fresno DBE Hispanic American Male Fresno 51358 238110 - Poured Concrete Foundation and Structure Contractors; 238120 - Structural Steel and Precast Concrete Contractors; C0652 - REINFORCING BAR SECTION SUPPLIER; C5180 - SOUND WALL (MASONRY BLOCK-CONCRETE); C5201 - REINFORCING STEEL; C9829 - RETAINER WALLSBARCUS STRUCTURAL ENGINEERING CHRISTY BARCUS 7600 N. PALM, SUITE 200 FRESNO CA 93711 7600 N. PALM, SUITE 200 FRESNO CA 93711 559-261-8585 559-261-8580 christina@barcusinc.com http://www.barcusinc.com Fresno DBE Native American Female Fresno 39137 541340 - Drafting services; 541690 - Other Scientific and Technical Consulting Services; 541922 - Commercial Photography; C8765 - DRAFTING; I7220 - PHOTOGRAPHIC STUDIOS, PORTRAIT BBL TATUM TRUCKING Leevel Tatum 2695 N HANOVER FRESNO CA 93722 2695 N HANOVER FRESNO CA 93722 559-960-8208 559-275-9220 bbltatum@gmail.com Fresno DBE Black American Male Fresno 41742 484110 - General freight trucking, local; 484121 - General Freight Trucking, Long- Distance, Truckload; 484122 - General Freight Trucking, Long-Distance, Less Than Truckload; C9605 - FLAT BED TRUCKING; C9774 - TRUCKERBest Uniforms BILLIE S TALLEY, INC BILLIE S.TALLEY 5091 N Fresno St, Suite 112 Fresno CA 93710 5091 N Fresno St, Suite 112 Fresno CA 93710 559-226-4235 559-226-4280 bestuniforms@att.net Fresno DBE Caucasian Female Fresno 26967 F5990 - RETAIL STORES, NECCENTRAL VALLEY REINFORCING VICTOR ZAMORA 2301 W BELMONT AVE FRESNO CA 93728 P.O. BOX 9669 FRESNO CA 93793 559-365-0340 vzamora@cvrfresno.com Fresno DBE Hispanic American Male Fresno 46530 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238110 - Poured Concrete Foundation and Structure Contractors; 238120 - Structural Steel and Precast Concrete Contractors; C0652 - REINFORCING BAR SECTION SUPPLIER; C5180 - SOUND WALL (MASONRY BLOCK-CONCRETE); C5201 - REINFORCING STEEL; C9829 - RETAINER WALLSCJF HARRIS DISPOSAL SERVICES Floyd D Harris, Jr 313 W VALENCIA FRESNO CA 93706 313 W VALENCIA FRESNO CA 93706 559-790-4277 cjfharriscompany@gmail.com http://xyfloyd.wixsite.com/cjf-harris- disposal Fresno DBE Black American Male Fresno 45869 CLA ENTERPRISES LLC LYNNE V JONES 4860 E LANE AVE UNIT 213 FRESNO CA 93727 4860 E LANE AVE UNIT 213 FRESNO CA 93727 559-288-4937 508-216-8848 lynne@claenterprises.com Caltrans DBE Black American Female 48793 454210 - Vending Machine Operators (changed in 2022 codeset to 445132); F5960 - NONSTORE RETAILERS CLAY MIRANDA TRUCKING, INC.DEBORA COOPER 3220 W. BELMONT FRESNO CA 93722 PO BOX 11983 FRESNO CA 93776 559-275-5654 559-275-6091 debbie@cmtink.com Fresno DBE Hispanic American Female Fresno 5568 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 484110 - General freight trucking, local; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C0625 - SAND & GRAVEL SUPPLIER (BULK ITEM); C0639 - ASPHALT SUPPLIER (BULK ITEM); C9602 - BOTTOM DUMP TRUCKING; C9605 - FLAT BED TRUCKING; C9670 - TRUCK RENTAL; C9771 - TRUCKER BROKER; C9774 - TRUCKER CWES, INC.MICHAEL WILLIAMS 3065 N. SUNNYSIDE, #101 FRESNO CA 93727 3065 N. SUNNYSIDE, #101 FRESNO CA 93727 559-346-1251 559-346-0295 mjwms@calwes.com Fresno DBE Black American Male Fresno 40895 236118 - Residential Remodelers; 236210 - Industrial Building Construction; 238310 - Drywall and Insulation Contractors; 238390 - Other Building Finishing Contractors; C9801 - BUILDING CONSTRUCTION; C9822 - CARPENTRY; C9846 - ADDITIONS, ALTERATIONS OR REPAIRS CY ENGINEERING CHER YANG 229 S. LEAD FRESNO CA 93706 229 S. LEAD FRESNO CA 93706 559-840-5333 559-228-3063 cheryang11@hotmail.com Fresno DBE Asian-Pacific American Male Fresno 40894 541330 - Engineering services; C1210 - TRAFFIC COUNT; C8609 - TRAFFIC COUNT STATION; C8710 - ENGINEERING; C8720 - CIVIL ENGINEERING Dan's Construction Dan's Construction Daniel Acre 6895 W. Stuart Ave Fresno CA 93723 6895 W. Stuart Ave Fresno CA 93723 559-304-2208 dansconstruction@gmail.com Fresno DBE Hispanic American Male Fresno 51353 236115 - New Single-Family Housing Construction (except For-Sale Builders); 236116 - New Multifamily Housing Construction (except For-Sale Builders); 236118 - Residential Remodelers; C9801 - BUILDING CONSTRUCTION; C9802 - Building Construction; C9810 - SMALL STRUCTURES; C9811 - SMALL STRUCTURES - For historic reporting purposes only Donald Miranda Trucking Inc DONALD MIRANDA TRUCKING, INC.RENEE MIRANDA 1510 S Brawley Fresno CA 93706 P O BOX 12565 FRESNO CA 93778 559-276-2003 559-276-2011 renee@donaldmirandatrucking.com Fresno DBE Caucasian Female Fresno 50607 423320 - Gravel, construction, merchant wholesalers; 484110 - General freight trucking, local; 484220 - Dump trucking (e.g., gravel, sand, top-soil) DRAGON MATERIAL TRANSPORT, INC.Summer Bradford 1638 W Jensen Ave Fresno CA 93706 P.O. BOX 27800 FRESNO CA 93729 559-351-8822 559-276-0818 summer.bradford@dragonmaterial.com http://summer.bradford@dragonmaterial. com Caltrans DBE Hispanic American Female Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Terminals) Fresno 37444 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 424720 - Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Terminals); 484110 - General freight trucking, local; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C0624 - PETROLEUM, OIL, LUBRICANTS SUPPLIER (BULK ITEM); C9602 - BOTTOM DUMP TRUCKING; C9608 - ASPHALT OIL TANKERS; C9771 - TRUCKER BROKER; C9774 - TRUCKER; F5170 - PETROLEUM & PETROLEUM PRODUCTS ELECTRICAL POWER SOURCE Beatrice Pino 5796 S. Elm Avenue FRESNO CA 93706 5796 S. Elm Avenue FRESNO CA 93706 559-268-2861 electricalpowersource@yahoo.com http://electricalpowersourceinc.com Caltrans DBE Hispanic American Female Electrical Contractors and Other Wiring Installation Contractors Fresno 49772 238210 - Electrical Contractors and Other Wiring Installation Contractors; C9858 - RESIDENTIAL ELECTRICAL; C9859 - Commercial Electrical CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes EMMETT VALLEY CONSTRUCTION, INC.JESSE EMMETT 9662 W. Kearney Blvd FRESNO CA 93706 9662 W. Kearney Blvd FRESNO CA 93706 559-275-4335 559-277-3485 jesse@movendirt.com Fresno DBE Hispanic American Male Fresno 42730 237210 - Land Subdivision; 237990 - Other Heavy and Civil Engineering Construction; 238910 - Site Preparation Contractors; 238990 - All Other Specialty Trade Contractors; C1901 - ROADWAY EXCAVATION; C1910 - GRADING; C1930 - STRUCTURE BACKFILL; C3901 - ASPHALT CONCRETEESP Surveying, Inc.ESPINOSA SURVEYING INC Joanne Espinosa 2598 N. Miami Ave FRESNO CA 93727 2598 N. Miami Ave FRESNO CA 93727 559-442-0883 559-442-0884 info@espls.com http://www.espls.com Fresno DBE Hispanic American Female Fresno 12505 541370 - Surveying and Mapping (except Geophysical) Services; C0700 - CONSTRUCTION STAKING SUPPLIER; C8760 - LAND SURVEYORF G CONCRETE CONSTRUCTION FRANCISCO GOMEZ 1436 N. Valentine Ave FRESNO CA 93722 1436 N. Valentine Ave FRESNO CA 93722 559-313-7984 559-840-1220 fgconcrete2014@gmail.com Fresno DBE Hispanic American Male Fresno 41972 237310 - Highway, Street, and Bridge Construction; 238110 - Poured Concrete Foundation and Structure Contractors; C7301 - CONCRETE CURB & SIDEWALK- MISCFANCY TOUCH JANITORIAL SERVICES JUANITA GONZALES 4816 E SHIELDS AVE FRESNO CA 93726 P O BOX 12045 FRESNO CA 93776 559-456-3700 559-456-9319 fancytouchjanitorial@gmail.com http://www.fancytouch.com Fresno DBE Hispanic American Female Fresno 27606 561720 - Venetian blind cleaning services; I7340 - SERVICES TO BUILDINGS; I7341 - JANITORIAL SERVICES; I7349 - BUILDING MAINTENANCE SERVICES FLOW SYNERGY BUSINESS ALLIANCE CHERYL FLOWERS 8114 N. WINERY AVE.FRESNO CA 93720 7726 N. FIRST ST. #388 FRESNO CA 93720 559-554-2711 cherylflowers@flowsba.com http://www.flowsnergybusinessalliance.co m Caltrans DBE Black American Female 43472 541611 - Administrative Management and General Management Consulting Services; 541613 - Marketing consulting services; 611430 - Professional and Management Development Training; C8700 - CONSULTANT, NON-ENGINEERING; C8701 - BUSINESS ADMINISTRATION; C8714 - CONSULTANT, BUSINESS/MANAGEMENT FRESNO CONCRETE CONSTRUCTION, INC.RAY BECERRA 5450 S VILLA AVE FRESNO CA 93725 5450 S VILLA AVE FRESNO CA 93725 559-834-2031 559-834-2064 josie@fresnoconcreteconst.com Fresno DBE Hispanic American Male Fresno 203 237310 - Highway, Street, and Bridge Construction; 238110 - Poured Concrete Foundation and Structure Contractors; 238990 - All Other Specialty Trade Contractors; C5105 - MINOR CONCRETE STRUCTURE; C5120 - FURNISH PRECAST CONCRETE DECK UNIT; C5135 - MASONRY BLOCK SOUND WALL; C5136 - REINFORCED CONCRETE CRIB WALL; C5150 - CORE CONCRETE – REPAIR BRIDGE DECK; C5180 - SOUND WALL (MASONRY BLOCK- CONCRETE); C7301 - CONCRETE CURB & SIDEWALK- MISC GOOD2GO TRUCKING, INC.Tin Ngo 2563 E YEARGIN AVE FRESNO CA 93611 2563 E YEARGIN AVE FRESNO CA 93611 559-776-2255 good2gotrucks@gmail.com Caltrans DBE Asian-Pacific American Male 47270 484110 - General freight trucking, local; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C9602 - BOTTOM DUMP TRUCKING GRAND BRIDGE INC Sami Mourtada 2208 W. Beechwood Avenue Fresno CA 93711 2208 W. Beechwood Avenue Fresno CA 93711 559-433-5919 smourtada@grandbridgeinc.com http://www.grandbridgeinc.com Fresno DBE Hispanic American Male Fresno 45791 237130 - Power and Communication Line and Related Structures Construction; 237310 - Highway, Street, and Bridge Construction; 238120 - Structural Steel and Precast Concrete Contractors; 238190 - Welding, on-site, contractors; 238910 - Site Preparation Contractors; C1980 - IMPORTED BORROW; C2030 - EROSION CONTROL; C2065 - IRRIGATION SYSTEM; C2066 - TEMPORARY EROSION CONTROL (deactivated code 08-2021); C2800 - CONCRETE BASE; C3600 - PENETRATION TREATMENT & PRIME COAT; C5100 - CONCRETE STRUCTURE; C5105 - MINOR CONCRETE STRUCTURE; C5110 - CONCRETE SURFACE FINISH; C5111 - CONCRETE OVERLAY – DRILL & BOND; C5135 - MASONRY BLOCK SOUND WALL; C5136 - REINFORCED CONCRETE CRIB WALL; C5180 - SOUND WALL (MASONRY BLOCK- CONCRETE); C7036 - WELDING CONTRACTOR; C7041 - JACKED WELDED STEEL PIPE; C7250 - SACKED CONCRETE; C7301 - CONCRETE CURB & SIDEWALK- MISC; C7505 - MISC BRIDGE METAL PUMPING PLANT METAL; C9905 - CUTTING GSM Maravilla Alejandra Maravilla 3017 E Saginaw Way Fresno CA 93726 3017 E Saginaw Way Fresno CA 93726 559-317-5384 gsmmaravilla@gmail.com Fresno DBE Hispanic American Female Fresno 51245 541611 - Administrative Management and General Management Consulting Services; 561110 - Office Administrative Services; C8801 - CONSTRUCTION PROJECT AND DOCUMENT CONTROL; C8802 - CONSTRUCTION SCHEDULING H & C CONSTRUCTION LLC Sean Connor 7448 E RAMONA WAY FRESNO CA 93737 7448 E RAMONA WAY FRESNO CA 93737 559-917-4610 hc.construction.mail@gmail.com Caltrans DBE Asian-Pacific American Male 47733 115310 - Support Activities for Forestry; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C9606 - WATER TRUCKHORNBECK CONSULTING SHONDA HORNBECK 945 E BUCKINGHAM WAY FRESNO CA 93704 PO BOX 16252 FRESNO CA 93755 559-214-7916 shonda@hornbeckconsulting.com http://hornbeckconsulting.com Caltrans DBE Black American Female Administrative Management and General Management Consulting Services Fresno 48370 541611 - Administrative Management and General Management Consulting Services; 561920 - Convention and Trade Show Organizers; 624120 - Services for the Elderly and Persons with Disabilities; 925120 - Administration of Urban Planning and Community and Rural Development; C8714 - CONSULTANT, BUSINESS/MANAGEMENT; C8831 - HOUSING STUDIES; C8833 - DISABLED ISSUES/ STUDIES; I7295 - Conference & Event Planning HUNSAKER SAFETY & SIGN, INC.Debbie L.Hunsaker 2020 N. WINERY AVE FRESNO CA 93703 P.O. BOX 11487 FRESNO CA 93773 559-255-7446 559-453-3250 debbieh@hunsakersafety.com http://www.hunsakersafety.com Fresno DBE Caucasian Female Fresno 29337 238990 - All Other Specialty Trade Contractors; 561990 - All Other Support Services; C1200 - CONSTRUCTION AREA SIGNS; C1201 - TRAFFIC CONTROL SYSTEM IMPERIAL ELECTRIC SERVICE Windell Pascascio 4980 E. University Ave, 107 Fresno CA 93727 4980 E. University Ave, 107 Fresno CA 93727 559-374-6484 windell@imperialelectricservice.com http://www.imperialelectricservice.com Fresno DBE Black American Male Fresno 46438 238210 - Electrical Contractors and Other Wiring Installation Contractors; D3640 - ELECTRIC LIGHTING & WIRING EQUIPMENT; E4910 - ELECTRIC SERVICESINNOVATION COMMERCIAL FLOORING Vickie Goudreau 1418 N. DEARING FRESNO CA 93703 1418 N. DEARING FRESNO CA 93703 559-439-8800 icflooring_vickie@yahoo.com http://www.icflooring.com Fresno DBE Caucasian Female Fresno 39839 423390 - Other Construction Material Merchant Wholesalers; 423930 - Recyclable Material Merchant Wholesalers; 442210 - Floor Covering Stores (changed in 2022 codeset); 541410 - Interior design services; 541490 - Other Specialized Design Services; 561740 - Carpet and Upholstery Cleaning Services; 561790 - Other Services to Buildings and Dwellings; F5030 - LUMBER AND CONSTRUCTION MATERIAL; F5090 - MISC DURABLE GOODS; F5210 - LUMBER & OTHER BUILDING MATERIALS; I7388 - INTERIOR DECORATING & DESIGN James Hendricks and Assoc., Inc.Kenneth Hendricks 4949 N Crystal Ave, Suite 140 Fresno CA 93705 4949 N Crystal Ave, Suite 140 Fresno CA 93705 559-243-1000 559-243-2177 lokubo@jameshendricksandassoc.com http://jameshendricksandassociates.com Fresno DBE Black American Male Fresno 51222 53111 - Lessors of Residential Buildings and Dwellings; 53112 - Lessors of Nonresidential Buildings (except Miniwarehouses); 53119 - Lessors of Other Real Estate Property; 53121 - Offices of Real Estate Agents and Brokers; 53131 - Real Estate Property Managers; 53132 - Offices of Real Estate Appraisers; 53139 - Other Activities Related to Real Estate Jaymor Enterprises, Inc.Manufacturer's Warehouse Gerald Moreno 2071 SERNA AVE CLOVIS CA 93619 PO BOX 28025 FRESNO CA 93729 559-435-4321 559-322-6847 jerry@jaymors.com http://www.jaymors.com Fresno DBE Hispanic American Male Fresno 26300 325998 - All Other Miscellaneous Chemical Product and Preparation Manufacturing; 423860 - Transportation Equipment and Supplies (except Motor Vehicle) Merchant Wholesalers; C0624 - PETROLEUM, OIL, LUBRICANTS SUPPLIER (BULK ITEM); F5080 - MICHINERY, EQUIPMENT, & SUPPLIES; F5082 - TRANSIT RAIL SUPPLIES; F5088 - TRANSPORTATION EQUIPMENT & SUPPLIES; F5089 - BUS PARTS AND SUPPLIES; F5171 - LUBRICANTS JK Consulting Group, LLC Jason Ellard 6075 E Fedora Ave Fresno CA 93727 6075 E Fedora Ave Fresno CA 93727 559-246-4204 jellard@jkconsultinggroupllc.com http://www.jkconsultinggroupllc.com Fresno DBE Black American Male Fresno 50962 541620 - Environmental consulting services CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes JLB Traffic Engineering, Inc.JOSE LUIS BENAVIDES 5928 E KAVILAND AVE FRESNO CA 93727 5928 E KAVILAND AVE FRESNO CA 93727 559-570-8991 559-317-6854 jbenavides@jlbtraffic.com http://www.jlbtraffic.com Fresno DBE Hispanic American Male Fresno 42480 541330 - Engineering services; 541690 - Other Scientific and Technical Consulting Services; C1210 - TRAFFIC COUNT; C8609 - TRAFFIC COUNT STATION; C8703 - TRAFFIC ENGINEER; C8705 - DESIGN; C8710 - ENGINEERING; C8715 - CONSULTANT, ENGINEERING; C8720 - CIVIL ENGINEERING; C8834 - BICYCLE, PEDESTRIAN STUDIES; C8850 - TRAFFIC MANAGEMENT/ OPERATIONSJNL MECHANICAL DESIGN Joelon Chinn 4938 E. YALE, SUITE #101 FRESNO CA 93727 4938 E. YALE, SUITE #101 FRESNO CA 93727 559-656-1170 joelon@jnlmech.com Caltrans DBE Hispanic American Female 47429 541330 - Engineering services; C8710 - ENGINEERINGKoolBreeze Solar Hat, Inc VERNICE NELLON 3743 East Jensen Avenue Fresno CA 93725 5334 N.West Ave FRESNO CA 93711 559-456-8510 vnellon@koolbreezesolathats.com Caltrans ACDBE Black American Female Wholesale Trade Agents and Brokers 50416 425120 - Wholesale Trade Agents and Brokers; G1001 - Drop-Shipper; G1003 - WHOLESALE TRADE AGENTS AND BROKERS KoolBreeze Solar Hat, Inc VERNICE NELLON 3743 East Jensen Avenue Fresno CA 93725 5334 N.West Ave FRESNO CA 93711 559-456-8510 vnellon@koolbreezesolarhats.com Caltrans DBE Black American Female Wholesale Trade Agents and Brokers Fresno 50416 425120 - Wholesale Trade Agents and Brokers; G1001 - Drop-Shipper; G1003 - WHOLESALE TRADE AGENTS AND BROKERS LASAR Underground Construction, Inc Lorene Griswold 2929 N Burl Ave FRESNO CA 93727 2929 N Burl Ave FRESNO CA 93727 559-291-1024 559-291-0624 lorrieg@lasarunderground.com http://www.lasarundergroundinc.com Fresno DBE Caucasian Female Fresno 41241 237110 - Water and Sewer Line and Related Structures Construction; 237120 - Oil and Gas Pipeline and Related Structures Construction; 237130 - Power and Communication Line and Related Structures Construction; 237210 - Land Subdivision; C7000 - PLASTIC PIPE; E4810 - TELEPHONE COMMUNICATIONS; E4890 - COMMUNICATIONS SERVICES, NEC; E4930 - COMBINATION UTILITY SERVICES M J AVILA COMPANY, INC.Mary Jo Avila 7258 W. Rialto Ave.FRESNO CA 93723 7258 W. Rialto Ave.FRESNO CA 93723 559-276-1258 559-846-7610 maryjoa@mjavila.com http://www.mjavila.com Fresno DBE Hispanic American Female Fresno 41307 236210 - Industrial Building Construction; 236220 - Commercial and Institutional Building Construction; 237110 - Water and Sewer Line and Related Structures Construction; 237120 - Oil and Gas Pipeline and Related Structures Construction; 237130 - Power and Communication Line and Related Structures Construction; 237210 - Land Subdivision; 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238910 - Site Preparation Contractors; 238990 - All Other Specialty Trade Contractors; 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 423390 - Other Construction Material Merchant Wholesalers; 532412 - Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing; C0625 - SAND & GRAVEL SUPPLIER (BULK ITEM); C0639 - ASPHALT SUPPLIER (BULK ITEM); C0651 - CONCRETE & CEMENT SUPPLIER (BULK ITEM); C0670 - PIPE SUPPLIER; C0671 - DRAINAGE SYSTEMS SUPPLIER; C0672 - STORM WATER SYSTEMS SUPPLIER; C0698 - BUILDING MATERIAL SUPPLIER; C2501 - ( ) Magic Touch Consulting LLC Leah Turner 459 N Howard Street Fresno CA 93701 459 N Howard Street Fresno CA 93701 707-689-9483 info@magictouchconsultingllc.com http://magictouchconsultingllc.com Fresno DBE Black American Female Professional development training and advertising materials Fresno 50667 323111 - Advertising materials (e.g., coupons, flyers) commercial printing (except screen) without publishing; 611430 - Professional and Management Development Training MARTINEZ CONSTRUCTION INDUSTRIES DANNY MARTINEZ 4398 N. DANTE AVE FRESNO CA 93722 4398 N. DANTE AVE FRESNO CA 93722 559-860-8348 bci.martinez@yahoo.com Fresno DBE Hispanic American Male Fresno 39871 238130 - Framing contractors; 238190 - Welding, on-site, contractors; C9822 - CARPENTRY; C9835 - LATHING; C9836 - PLASTERING MASS X INC.JENNIFER FOSTER 2524 N. FORDHAM AVENUE FRESNO CA 93727 2524 N. FORDHAM AVENUE FRESNO CA 93727 559-294-1075 559-294-1463 massx6@hotmail.com Fresno DBE Caucasian Female Fresno 39715 237210 - Land Subdivision; 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238910 - Site Preparation Contractors; C1901 - ROADWAY EXCAVATION; C1910 - GRADING; C1920 - STRUCTURE EXCAVATION; C1930 - STRUCTURE BACKFILL; C1970 - EMBANKMENT CONSTRUCTION; C2501 - AGGREGATE SUBBASE (AS); C2602 - AGGREGATE BASE (AB); C3901 - ASPHALT CONCRETENew Energy Westcoast, Inc.PRISCA THOMAS 3754 W Holland Ave FRESNO CA 93722 3754 W Holland Ave FRESNO CA 93722 559-681-1182 prisca@newenergywestcoast.com Fresno DBE Caucasian Female Fresno 50963 424720 - Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Terminals); F5170 - PETROLEUM & PETROLEUM PRODUCTS; F5171 - LUBRICANTSORITO AND ASSOCIATES REYNALDO ORITO 509 W. Vartikian Fresno CA 93704 509 W. Vartikian Fresno CA 93704 559-240-4539 rorito@oritoassociates.com Fresno DBE Asian-Pacific American Male Fresno 40353 541330 - Engineering services; C8720 - CIVIL ENGINEERING; C8773 - CONSTRUCTION MANAGEMENT – HIGHWAY, STREET, AND BRIDGE CONSTRUCTION; C8776 - CONSTRUCTION MANAGEMENT – OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION PAULI ENGINEERING, INC.PATRICIA PAULI 2501 W. SHAW, SUITE 121 FRESNO CA 93711 2501 W. SHAW, SUITE 121 FRESNO CA 93711 559-237-4408 559-237-4409 admin@pauliengineering.com http://pauliengineering.com/Fresno DBE Hispanic American Male Fresno 28052 541310 - Architectural Services; 541330 - Engineering services; 541340 - Drafting services; C8710 - ENGINEERING; C8716 - ARCHITECTURAL ENGINEER; C8720 - CIVIL ENGINEERING; C8765 - DRAFTING PHOENIX PRIVATE PATROL AND SECURITY EDDIE RODRIGUEZ 1305 W. BULLARD, SUITE 12 FRESNO CA 93711 1305 W. BULLARD, SUITE 12 FRESNO CA 93711 559-224-0646 559-261-1764 phoenixfresno@yahoo.com http://phoenixfresno.com Fresno DBE Hispanic American Male Fresno 39654 561612 - Security guards and patrol services; 561621 - Security Systems Services (except Locksmiths); I7382 - SECURITY SYSTEMS SERVICESQUANTUM CONSTRUCTION COMPANY David Soto 6083 NORTH FIGARDEN DRIVE # 140 FRESNO CA 93722 6083 NORTH FIGARDEN DRIVE # 140 FRESNO CA 93722 559-318-6002 david.soto@quantumconstructionco.com http://quantumconstructionco.com Fresno DBE Hispanic American Male Fresno 41743 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238110 - Poured Concrete Foundation and Structure Contractors; 238990 - All Other Specialty Trade Contractors; 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 541618 - Other Management Consulting Services; C5105 - MINOR CONCRETE STRUCTURE; C7301 - CONCRETE CURB & SIDEWALK- MISC; C8700 - CONSULTANT, NON- ENGINEERING; C8714 - CONSULTANT, BUSINESS/MANAGEMENT; C8773 - CONSTRUCTION MANAGEMENT – HIGHWAY, STREET, AND BRIDGE CONSTRUCTION; C8776 - CONSTRUCTION MANAGEMENT – OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION Quin Coatings, Inc Quin Co Jeezal Quintana 2856 E Muncie Ave Fresno CA 93720 2856 E Muncie Ave Fresno CA 93720 559-360-5399 quincoatings@gmail.com Fresno DBE Hispanic American Female Fresno 51340 238110 - Poured Concrete Foundation and Structure Contractors; 238190 - Other Foundation, Structure, and Building Exterior Contractors; 238390 - Other Building Finishing ContractorsRecruitment Alley Alley Her 2505 W Shaw Ave, Ste 150 Fresno CA 93711 2505 W Shaw Ave, Ste 150 Fresno CA 93711 559-579-7791 trai@recruitmentalley.com https://www.recruitmentalley.com Fresno DBE Asian-Pacific American Female Fresno 51120 561311 - Employment Placement Agencies; 561320 - Temporary employment services ROBINA WRIGHT ARCHITECT & ASSOCIATES INC.ROBINA WRIGHT 4025 N Fresno Ste, 107 Fresno CA 93726 4025 N Fresno Ste, 107 Fresno CA 93726 559-307-7232 559-896-1510 randy@robinawrightarchitect.com http://www.robinawrightarchitect.com Fresno DBE Asian-Pacific American Female Fresno 41101 541310 - Architectural Services; 541340 - Drafting services; 541350 - Building inspection services; C8704 - ARCHITECTURAL; C8705 - DESIGN; C8765 - DRAFTING; C8830 - ENERGY STUDIES; C8833 - DISABLED ISSUES/ STUDIES; C8838 - MOBILITY STUDIES – DISABLED CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes SAM'S EQUIPMENT & SUPPLIES SAMUEL CALLISON 5656 COLUMBIA DR S., 495 N Marks Fresno, CA 93706 FRESNO CA 93727 PO BOX 7797 FRESNO CA 93747 559-252-0354 559-251-1119 samsequipment@comcast.net http://www.samsequipmentandsupplies.c om Fresno DBE Native American Male Fresno 34479 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 423390 - Other Construction Material Merchant Wholesalers; 423610 - Electrical Apparatus and Equipment, Wiring Supplies, and Related Equipment Merchant Wholesalers; 423990 - Billboards merchant wholesalers; 532412 - Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing; C0612 - SAFETY EQUIPMENT SUPPLIER; C0620 - LANDSCAPING & NURSERY SUPPLIER; C0621 - LANDSCAPING MATERIALS SUPPLIER; C0625 - SAND & GRAVEL SUPPLIER (BULK ITEM); C0670 - PIPE SUPPLIER; C0683 - GUARD RAILING & BARRIERS SUPPLIER; C0686 - ELECTRICAL & SIGNALS SUPPLIER; C9907 - CONSTRUCTION EQUIPMENTAL RENTAL; I7350 - MISC EQUIPMENT RENTAL & LEASING SCHOLARDEV APPS, LLC ScholarDev Homer Green Jr 1318 E. Shaw Ave, Suite 202 Fresno CA 93710 1318 E. Shaw Ave, Suite 202 Fresno CA 93710 559-269-2557 hgreene@scholardevapps.com http://scholardevapps.com Fresno DBE Black American Male Fresno 46450 541511 - Custom Computer Programming Services; C8711 - COMPUTER; C8766 - COMPUTER-AIDED DESIGN & DRAFTING (CADD); F5045 - COMPUTER PERIPHERALS & SOFTWARE SCRUBCAN INC Corey Jackson 4140 N Knoll Dr Fresno CA 93722 4140 N Knoll Dr Fresno CA 93722 559-375-5252 corey@scrubcan.com http://www.scrubcan.com Fresno DBE Black American Male Fresno 45872 561720 - Venetian blind cleaning services; 561740 - Carpet and Upholstery Cleaning Services; 561790 - Other Services to Buildings and Dwellings; 562998 - All Other Miscellaneous Waste Management Services; E4953 - WASTE COLLECTION AND DISPOSAL; I7210 - LAUNDRY, CLEANING, & GARMENTS; I7340 - SERVICES TO BUILDINGS; I7341 - JANITORIAL SERVICES STAIRWAY FABRICATORS INC ALFREDO ARREGUIN 4637 E. WHITE AVENUE FRESNO CA 93702 4637 E. WHITE AVENUE FRESNO CA 93702 559-251-1447 559-251-4169 admin@stairwayfabricators.com Fresno DBE Hispanic American Male Fresno 32142 238190 - Welding, on-site, contractors; 332323 - Ornamental and Architectural Metal Work Manufacturing; C7500 - MISC IRON & STEEL FRAME, COVER & GRATE; D3440 - FABRICATED STRUCTURAL METAL PRODUCTS; D3470 - METAL SERVICES, NEC; D3490 - MISC FABRICATED METAL PRODUCTS STEVE DOVALI CONSTRUCTION, INC.TIM DOVALI 8461 E. OLIVE FRESNO CA 93737 8461 E. OLIVE FRESNO CA 93737 559-255-7603 559-456-2843 dovaliconstruction@gmail.com Fresno DBE Hispanic American Male Fresno 40887 237110 - Water and Sewer Line and Related Structures Construction; 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238110 - Poured Concrete Foundation and Structure Contractors; C1910 - GRADING; C3901 - ASPHALT CONCRETE; C5105 - MINOR CONCRETE STRUCTURE; C7000 - PLASTIC PIPE; C7140 - CLAY SEWER PIPE; C7191 - SEWER MANHOLE; C7301 - CONCRETE CURB & SIDEWALK- MISC; C9801 - BUILDING CONSTRUCTION; C9810 - SMALL STRUCTURES; C9822 - CARPENTRY TOURE' ASSOCIATES ENVIRONMENTAL ENGINEERING INC T'SHAKA TOURE'1485 BAYSHORE BLVD SUITE 427- MS158 SAN FRANCISCO CA 94124 1444 FULTON ST SUITE 121 FRESNO CA 93721 559-470-5586 559-222-8706 tshaka@toureinc.com http://www.toureassociates.com Fresno DBE Black American Male San Francisco 38267 221310 - Water Supply and Irrigation Systems; 237210 - Land Subdivision; 237310 - Highway, Street, and Bridge Construction; 238910 - Site Preparation Contractors; 484220 - Specialized Freight (except Used Goods) Trucking, Local; 541620 - Environmental consulting services; 541690 - Other Scientific and Technical Consulting Services; 541990 - All Other Professional, Scientific, and Technical Services; 562111 - Solid Waste Collection; 562119 - Debris removal services; 562211 - Hazardous Waste Treatment and Disposal; C1201 - TRAFFIC CONTROL SYSTEM; C1532 - Remove Concrete; C2030 - EROSION CONTROL; C2066 - TEMPORARY EROSION CONTROL (deactivated code 08-2021); C3901 - ASPHALT CONCRETE; C8001 - TEMPORARY FENCING; C8700 - CONSULTANT, NON- ENGINEERING; C8770 - CONSTRUCTION MANAGEMENT; C9774 - TRUCKER; C9980 - DEMOLITION; E4953 - WASTE COLLECTION AND DISPOSAL; E4954 - HAZARDOUS WASTE COLLECTION AND DISPOSAL; J9510 - ENVIRONMENTAL QUALITY TRI CITY ENGINEERING INC OSCAR M.RAMIREZ 4630 W. JENNIFER AVENUE, SUITE 101 FRESNO CA 93722 4630 W. JENNIFER AVENUE, SUITE 101 FRESNO CA 93722 559-447-9075 559-447-9074 danj@tricityengineering.com http://www.tricityengineering.com Fresno DBE Hispanic American Male Fresno 46154 541310 - Architectural Services; 541330 - Engineering services; 541370 - Surveying and Mapping (except Geophysical) Services; 541490 - Other Specialized Design Services; C8705 - DESIGN; C8762 - AERIAL/PHOTOGRAMMETRIC MAPPING SERVICES TRINITY FREIGHT SERVICES, LLC Towana Bryant 4219 SHADOW HAVEN DR.FRESNO TX 77545 PO BOX 1601 FRESNO TX 77545 281-431-0011 713-255-0083 logistics@trinityfreightservices.com http://www.trinityfreightservices.com Caltrans DBE Black American Female 47587 484121 - General Freight Trucking, Long- Distance, Truckload; 484122 - General Freight Trucking, Long-Distance, Less Than Truckload; 488510 - Freight Transportation Arrangement; 541614 - Process, Physical Distribution, and Logistics Consulting Services; C9771 - TRUCKER BROKER URBAN DIVERSITY DESIGN SHEILA HAKIMIPOUR 326 W River Ct Fresno CA 93711 326 W River Ct Fresno CA 93711 559-274-6445 sheila@urbandiversitydesign.com Fresno DBE Caucasian Female Fresno 43410 541340 - Drafting services; 541611 - Administrative Management and General Management Consulting Services; C8700 - CONSULTANT, NON-ENGINEERING; C8765 - DRAFTING V & G BUILDERS JERONIMO ANTONIO VALDEZ 4350 N Palm Ave FRESNO CA 93704 4350 N Palm Ave FRESNO CA 93704 559-805-9015 tvaldez@vg-builders.com Fresno DBE Hispanic American Male Fresno 38151 237110 - Water and Sewer Line and Related Structures Construction; 237120 - Oil and Gas Pipeline and Related Structures Construction; 237130 - Power and Communication Line and Related Structures Construction; 237310 - Highway, Street, and Bridge Construction; 238110 - Poured Concrete Foundation and Structure Contractors; C1522 - RESET, ADJUST ROADWAY ITEMS; C1575 - REMOVE BRIDGE ITEM; C1580 - MODIFY BRIDGE ITEM; C2001 - ROCK BLANKET; C4010 - PORTLAND CEMENT & CONCRETE PAVEMENT; C5100 - CONCRETE STRUCTURE; C5105 - MINOR CONCRETE STRUCTURE; C7200 - ROCK SLOPE PROTECTION; C7301 - CONCRETE CURB & SIDEWALK- MISC; C8771 - CONSTRUCTION MANAGEMENT – COMMERICAL AND INSTITUTIONAL BUILDING CONSTRUCTION; C8773 - CONSTRUCTION MANAGEMENT – HIGHWAY, STREET, AND BRIDGE CONSTRUCTION; C8775 - CONSTRUCTION MANAGEMENT – OIL AND GAS PIPELINEAND RELATED STRUCTURES CONSTRUCTION; C8776 - CONSTRUCTION MANAGEMENT – OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION C8777 Valley Workforce Compliance & Training Dominic Valdez 744 P St Ste 313 Fresno CA 93721 744 P St Ste 313 Fresno CA 93721 559-358-2513 559-775-5101 dgvaldez007@gmail.com http://https://www.valleyworkforcect.com/Fresno DBE Hispanic American Male Fresno 45881 621999 - All Other Miscellaneous Ambulatory Health Care Services; I8734 - LABORATORY TESTING AND ANALYSIS VETERANS FIRST SUPPLY INC Mark Vera 7946 N MAPLE 103 FRESNO CA 93720 7946 N MAPLE 103 FRESNO CA 93720 559-900-4583 559-900-4584 sales@veteransfirstsupply.com sales@veteransfirstsupply.com Caltrans DBE Hispanic American Male Wholesale Trade Agents and Brokers Fresno 44656 425120 - Wholesale Trade Agents and Brokers; G1000 - Non-Store Wholesale Merchant; G1003 - WHOLESALE TRADE AGENTS AND BROKERS VILLAR CONSTRUCTION, INC.MARIO RIOS 5108 E. OLIVE FRESNO CA 93727 5108 E. OLIVE FRESNO CA 93727 559-270-7692 559-251-7743 mvpainter88@msn.com Fresno DBE Hispanic American Female Fresno 40563 236115 - New Single-Family Housing Construction (except For-Sale Builders); 238320 - Electrostatic painting, on-site, contractors; C9801 - BUILDING CONSTRUCTION; C9810 - SMALL STRUCTURES; C9822 - CARPENTRY; C9854 - PAINTING STRUCTURES CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes Willbanks Environmental Consulting, Inc.Noelle Willbanks 8413 N Millbrook Ave, Suite 110 Fresno CA 93720 8413 N Millbrook Ave, Suite 110 Fresno CA 93720 559-797-4181 559-472-3063 noelle@willbanksenvco.com http://www.willbanksenvco.com Fresno DBE Caucasian Female Fresno 42149 541330 - Engineering services; 541620 - Environmental consulting services; C8710 - ENGINEERING; C8713 - CONSULTANT, ENVIRONMENTAL; C8715 - CONSULTANT, ENGINEERING; C8722 - ENVIRONMENTAL ENGINEER Yushin Consulting Group, Inc.YCG Civil Engineering Yushin Imura 1839 N Temperance Ave Fresno CA 93727 1839 N Temperance Ave Fresno CA 93727 510-228-6961 yushin@ycg.io http://www.ycg.io Fresno DBE Asian-Pacific American Male Fresno 51320 541330 - Engineering services; 541620 - Environmental Consulting Services; C8852 - SWPPP PLANNING Generated from the B2Gnow System. CONFIDENTIAL AND PROPRIETARY This document outlines the proposed scope of roles and responsibilities for this proposal. SSP America FAT, LLC MEMBER ROLES AND RESPONSIBILITIES Roles and responsibilities for the ownership and management of SSP America FAT, LLC a Delaware limited liability company (the “Company”):  SSP America, Inc. – 70%  TNT Concessions, LLC – 30% ACDBE Certified Areas of Responsibility Description of Tasks General Member Oversight and Participation Governance Participate in the governance, administration, and management of the Company’s airport restaurant business through management of the Company’s operations and as a participant in the Management Committee, in each case in accordance with (and subject to) the terms of the Agreement. Capital Make proportionate contributions of capital/working capital to the Company. Management Committee Review overall business performance. Examine and discuss trends and operational reports. Design and implement strategies and policies to further enhance the business of the Company. Consider business, landlord, and customer needs. Authorize timing and amounts of distributions. Raise issues, deliberate, determine strategic goals, and maintain active involvement in budget planning. Contribute to certain major decisions. Participate in quarterly Management Committee meetings with detailed notes and fluid communication. Review other relevant matters. General Business Management Participate in day-to-day operations with respect to management, sales, and delivery of services, operating and quality standards, procedures, and cost controls, in each case as determined by the Management Committee. Evaluate and report financial performance and results for the Concessions to the Management Committee. Devise and implement plans for improvement of the Concessions as may be identified during performance evaluations and through P&Ls and other available financial information. Recommend improvements to overall profitability. Evaluate the work performance of the Company’s management employees and other staff working at the Concessions. Attend airport concessions meetings and communicate results to CONFIDENTIAL AND PROPRIETARY the Members. Identify potential food and beverage-related expansion opportunities at the Airport. Address customer service issues. Specific Member Business Responsibilities SSP America (Non-ACDBE Member) Manage the build-out, operation, and oversight of the Concessions. • In collaboration with the other Members, uphold certain provisions of the Agreement, including with respect to: • Company working capital • Food and beverage operations • Design and construction • Purchasing goods, supplies, and equipment • Legal matters (e.g., contracts, including mortgages, leases, construction contracts, and other vendor contracts and insurance) • Payroll • Accounting • Tax matters and corporate financial reporting • Corporate marketing and promotions • Human resources • Information technology and systems TNT Concessions (ACDBE Member)  $8.5M est. annual sales  $2.55M ACDBE est. sales at 30% Operating: Mad Duck/Baby Duck, Peet’s Coffee, Ike’s Love + Sandwiches and Casa Corona (Future Development) • Primary responsibility for the grab and go/walk up portion of the restaurant. • Responsible for hiring manager with direct reporting and all authority to TNT Concessions. • Responsible for purchasing and inventory management. • All inventory management of products for operations, including executing in-store action plans for product promotions, schedule deliveries. Assist with pricing, purchasing of specific items in the grab and go units, forecast sales and match the stock levels against sales to ensure products are replenished in a timely manner for the units, also preform regular inventory counts for products. • Responsible for the management training, ensuring restaurant standards and addressing customer service opportunities for improvement. • Establish business performance goals and implement process and procedures to address performance issues or any other concerns specific to performance. CONFIDENTIAL AND PROPRIETARY • Ensure airport operating guidelines and procedures are being met including current health requirements. • Shared responsibility and oversight of operations of the Joint Venture. • Mystery shop unit to ensure top-notch customer service and review safety and sanitization reports. • Responsible for management training, upholding restaurant standards and addressing customer service opportunities for improvement. • Assist in the design and construction of all Joint Venture restaurants. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 48 Proposer’s Name_________________ (Submit with Proposal) FORM 5: REFERENCES FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Please list at least three current references of similar size and type of services, including governmental agencies and/or airport authorities, if available. Reference No. 1: AGENCY/COMPANY NAME: Reference No. 2: AGENCY/COMPANY NAME: Reference No. 3: AGENCY/COMPANY NAME: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: SSP America, Inc. Dane County Regional Airport 4000 International Lane, Madison, WI 53704 Kim Jonesjones.kimberly@msnairport.com 608-246-3391N/A Food and beverage concessions The Eastern Iowa Airport 2121 Arthur Collins Parkway SW, Cedar Rapids, IA 52404Marty Lenss m.lenss@flycid.com 319-362-3131N/A Food and beverage concessions Food and beverage concessions Colorado Springs Airport 7770 Milton E Proby Parkway, Colorado Springs, CO 80916 Greg Phillipsgreg.phillips@coloradosprings.gov 719-550-1910N/A 02/2016 - 12/2026 02/2017 - 01/2029 12/2015 - 07/2023 CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 49 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO: THE PURCHASING MANAGER, OF THE CITY OF FRESNO The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.) 1. a.Business Name (If using more than one business name, please list all names.): b. Address: Is your firm operating as a franchisee? Yes_________ or No ________ If yes, list the franchiser, and number of years your business has been franchised: 2.Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract. 3.All Proposers must have a minimum of 3 years’ experience under current business name of similar scope and size. How many years has your business been under your present name? _______________ How many years under former names? (List name and number of years) SSP America, Inc. SSP America, Inc. is the entity responding to the Food & Beverage Concessions and News & Convenience Concessions RFP No.: 12300507 opportunity. If SSP America Inc. becomes the successful bidder, the contract would be shared in Joint Venture partnership with ACDBE certified Enjoy Repeat, Inc. (15%), and ACDBE certified TNT Concessions, LLC (15%), under the entity SSP America FAT, LLC. 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 X Please see attached additional pages. 16 years SSP began serving airport guests as part of Scandinavian Air Services (SAS) in Denmark in 1961 and combined its business with UK-based Travelers Fare in 1973. Compass Group—one of the world’s largest food service providers—acquired SSP in the early 1990s. In 2006, SSP spun off from Compass, and began operating as an independent group controlled by private equity firm, EQT Partners. SSP Group PLC publicly traded on the London Stock Exchange, a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 50 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 4.How many years has your business been providing services? _________ 5. What other types of services does your business provide? 6.Describe your firm’s communications system and how communications will be implemented between the City and your firm’s local office for transmitting correspondence, reports, requests, etc. 7. Have there been any contract terminations for the services your firm performs before the fulfillment of the contract within the past three years? Yes______ or No _________ If so, list the date, client, and reason for termination below: 8.Provide organizational chart of firm’s key personnel. Organization chart attached? Yes _____ or No ____ 9.Does the proposer currently possess sufficient staff and extra staff to meet the initial requirements (See Attachments D-G) for this contract? Yes _____ or No ____ If “Yes”, describe the inventory and if “No”, describe how you will meet the initial requirements: 36 SSP America is a division of SSP Group, a leading operator of food and beverage concessions in travel locations worldwide, operating restaurants, bars, cafés, food courts, lounges, and convenience stores in airports, train stations, motorway service stations, and other leisure locations. Prior to the onset of Covid-19, we served around one and a half million customers every day at approximately 180 airports and 300 rail stations in 35 countries around the world and operated more than 550 international, national, and local brands across our 2,700 units. X X X Nationwide staffing shortages have presented significant hiring challenges. If awarded the contract,SSP America will utilize all available measures to recruit successfully. Some of these measures include hiring incentives and include hiring and referral bonuses. In addition, SSP America has increased its hourly rates as a strong hiring incentive. The company also offers paid parking as an incentive to join our team in order to overcome the logistical challenges associated with working at the airport. If we are to be the selected concessionaire, SSP will work in partnership with the airport and city to implement any changes or continue open communication. We will do so by communicating and sharing our discoveries and knowledge so that we are all viewing any situation together. As a result, we give ourselves the opportunity to discuss the most appropriate and mutually beneficial actions to take. With relevant data as the base of our decisions, we can focus on additional key criteria to finalize those decisions, including: • Factors affecting the safety and health of our employees, travelers and general customers; • Enplanement levels – in general and per terminal in comparison to planned levels, and any shift in trends in the short term; • Minimum revenue levels to maintain current store or restaurant operations; • Required levels of rent to the airport as well as commissions to brand partners; and • Capital projects that are currently being executed. SSP America, Inc. CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 51 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 10.Describe your firm’s vacation policy and holidays, if provided by your firm: 11.Provide your firm's employee training program. Document attached (y/n)? ___________ Document attached (y/n)? ___________ Please see the additional pages for Vacation Policy. Y - please see Section 7 for Staffing Plan and Organizational Chart. Y - please see Section 7 for Management & Staff Training Programs. 12. Provide organizational chart of proposed staffing. SSP America, Inc. CONFIDENTIAL AND PROPRIETARY &KZDϲ͗WZKWK^ZYh>/&/d/KEYh^d/KEE/Z /d/KE>W'^ Ϯ͘WƌŽǀŝĚĞƚŚĞŶĂŵĞƐ͕ƚŝƚůĞƐ͕ƋƵĂůŝĨŝĐĂƚŝŽŶƐ͕ǇĞĂƌƐŽĨĞǆƉĞƌŝĞŶĐĞ͕ĂŶĚǇĞĂƌƐǁŝƚŚǇŽƵƌĨŝƌŵ͕ĨŽƌĂůůŬĞǇ ƉĞƌƐŽŶŶĞůŝŶĂƵƚŚŽƌŝƚǇŝŶǇŽƵƌďƵƐŝŶĞƐƐ͕ŝŶĐůƵĚŝŶŐƚŚĞŬĞǇƉĞƌƐŽŶŶĞůƚŚĂƚǁŝůůďĞŝŶǀŽůǀĞĚŝŶƚŚŝƐ ƉƌŽũĞĐƚ͕ĂŶĚƚŚĞĞǆƚĞŶƚƚŽǁŚŝĐŚƚŚĞǇǁŝůůďĞŝŶǀŽůǀĞĚŝŶƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŽŶƚƌĂĐƚ͘ EĂŵĞdŝƚůĞZŽůĞǆƉĞƌŝĞŶĐĞ DŝĐŚĂĞů^ǀĂŐĚŝƐŚŝĞĨǆĞĐƵƚŝǀĞKĨĨŝĐĞƌKǀĞƌƐĞĞƐĂůůŽĨ^^W ŵĞƌŝĐĂ ƵƚŚŽƌŝƚǇƚŽďŝŶĚ ĐŽŶƚƌĂĐƚƐ ϴǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ WĂƚƌŝĐŬDƵƌƌĂǇĞƉƵƚǇŚŝĞĨǆĞĐƵƚŝǀĞ KĨĨŝĐĞƌ KǀĞƌƐĞĞƐĂůůŽĨ ďƵƐŝŶĞƐƐĚĞǀĞůŽƉŵĞŶƚ ƵƚŚŽƌŝƚǇƚŽďŝŶĚ ĐŽŶƚĂĐƚƐ ϭϱǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ 'ĞŽƌŐĞDďŽǇĂŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌKǀĞƌƐĞĞƐĂůůĨŝŶĂŶĐĞƐĂƚ ^^WŵĞƌŝĐĂ ƵƚŚŽƌŝƚǇƚŽďŝŶĚ ĐŽŶƚƌĂĐƚ ϲǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ ŵĂŶĚĂƵƐďǇŚŝĞĨKƉĞƌĂƚŝŶŐKĨĨŝĐĞƌKǀĞƌƐĞĞƐĂůůŽƉĞƌĂƚŝŽŶƐ Ăƚ^^WŵĞƌŝĐĂ ϮǇĞĂƌƐĂƚ^^W ϮϱнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ WĂƵů>ŽƵƉĂŬŽƐ^ĞŶŝŽƌsŝĐĞWƌĞƐŝĚĞŶƚ͕ ƵƐŝŶĞƐƐĞǀĞůŽƉŵĞŶƚ ΘŝƌƉŽƌƚZĞƚĞŶƚŝŽŶ KǀĞƌƐĞĞƐĂůů ĚĞǀĞůŽƉŵĞŶƚ ŽƉƉŽƌƚƵŶŝƚŝĞƐĨŽƌƚŚŝƐ ĐŽŶƚƌĂĐƚ ϴǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ ,ĞĂƚŚĞƌĂƌƌǇsŝĐĞWƌĞƐŝĚĞŶƚ͕ ^ƚƌĂƚĞŐŝĐWĂƌƚŶĞƌƐŚŝƉƐ KǀĞƌƐĞĞƐĂůů ƉĂƌƚŶĞƌƌĞůĂƚŝŽŶƐŚŝƉƐ ϲǇĞĂƌƐĂƚ^^W ϮϱнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ CONFIDENTIAL AND PROPRIETARY ϴ͘WƌŽǀŝĚĞŽƌŐĂŶŝǌĂƚŝŽŶĂůĐŚĂƌƚŽĨĨŝƌŵ’s key personnel. DŝĐŚĂĞů^ǀĂŐĚŝƐ K WĂƚƌŝĐŬDƵƌƌĂǇ ĞƉƵƚǇK 'ĞŽƌŐĞDďŽǇĂ &K ŵĂŶĚĂƵƐǇ ŚŝĞĨKƉĞƌĂƚŝŽŶƐKĨĨŝĐĞƌ ^ŚĞƌƌĞĞŽŬĞƌ sW͕WĞŽƉůĞĞǀĞůŽƉŵĞŶƚ :ĂŐ^ŝŶŐŚ ŚŝĞĨ>ĞŐĂůKĨĨŝĐĞƌ WĂƚĂŶĚƵĐĐŝ ŚŝĞĨŽŵŵĞƌĐŝĂůKĨĨŝĐĞƌ ŽďŽŵŽ sW͕WƌŽĐƵƌĞŵĞŶƚ ZŽďĞƌƚDĂůƵƐŽ ǆĞĐƵƚŝǀĞŚĞĨ͕sW͕ƵůŝŶĂƌǇ >ĂŶĂƌĂŵĞƌ sW͕ƌĂŶĚ^ƚƌĂƚĞŐǇĂŶĚ ŽŵŵƵŶŝĐĂƚŝŽŶƐ CONFIDENTIAL AND PROPRIETARY ϭϬ͘ĞƐĐƌŝďĞǇŽƵƌĨŝƌŵ’s vaĐĂƚŝŽŶƉŽůŝĐǇĂŶĚŚŽůŝĚĂǇƐ͕ŝĨƉƌŽǀŝĚĞĚďǇǇŽƵƌĨŝƌŵ sd/KE dŚĞŽŵƉĂŶǇďĞůŝĞǀĞƐƚŚĂƚƚŝŵĞĂǁĂǇĨƌŽŵǁŽƌŬĨŽƌƌĞƐƚĂŶĚĞŶũŽǇŵĞŶƚŝƐǀŝƚĂůƚŽƚŚĞǁĞůůďĞŝŶŐĂŶĚ ƉƌŽĚƵĐƚŝǀŝƚǇŽĨŝƚƐĞŵƉůŽǇĞĞƐ͘ sĂĐĂƚŝŽŶƚŝŵĞĂĐĐƌƵĞƐĞĂĐŚƉĂǇƉĞƌŝŽĚďĂƐĞĚŽŶŚŽƵƌƐǁŽƌŬĞĚ͕ůĞŶŐƚŚŽĨƐĞƌǀŝĐĞĂŶĚƉŽƐŝƚŝŽŶĂƐ ƌĞĨůĞĐƚĞĚŝŶƚŚĞƐĐŚĞĚƵůĞďĞůŽǁ͘tŚĞŶĂŶĞŵƉůŽǇĞĞƌĞĂĐŚĞƐƚŚĞĂƉƉƌŽƉƌŝĂƚĞǇĞĂƌƐŽĨƐĞƌǀŝĐĞĨŽƌĂ ǀĂĐĂƚŝŽŶŝŶĐƌĞĂƐĞ͕ƚŚĞĂĐĐƌƵĂůƌĂƚĞǁŝůůĂĚũƵƐƚĚƵƌŝŶŐƚŚĞƉĂǇƉĞƌŝŽĚŝŶǁŚŝĐŚƚŚĞĂŶŶŝǀĞƌƐĂƌǇŽĐĐƵƌƐ͘ All regular employees on the Company’s payroll will be eligible for vacation benefits under this policy. EŽŶͲƌĞŐƵůĂƌĞŵƉůŽǇĞĞƐ;ƐƵĐŚĂƐƌĂŶĚƐƐŽĐŝĂƚĞƐ͕ƚĞŵƉŽƌĂƌǇĞŵƉůŽǇĞĞƐĂŶĚŝŶƚĞƌŶƐͿĂƌĞŝŶĞůŝŐŝďůĞĨŽƌ ŽŵƉĂŶǇǀĂĐĂƚŝŽŶ͘ŵƉůŽǇĞĞƐŝŶsĂĐĂƚŝŽŶ'ƌŽƵƉǁŝůůĂĐĐƌƵĞǀĂĐĂƚŝŽŶŝŶŚŽƵƌůǇŝŶĐƌĞŵĞŶƚƐďĂƐĞĚ ƵƉŽŶƌĞŐƵůĂƌ;ŶŽŶͲŽǀĞƌƚŝŵĞͿŚŽƵƌƐǁŽƌŬĞĚĂŶĚŽŵƉĂŶǇƉĂŝĚƚŝŵĞŽĨĨ;Ğ͘Ő͘ŚŽůŝĚĂǇ͕ƐŝĐŬ͕WdK͕ĞƚĐͿ͘ sĂĐĂƚŝŽŶƚŝŵĞǁŝůůŶŽƚĂĐĐƌƵĞǁŚŝůĞĂŶĞŵƉůŽǇĞĞŝƐŽŶƵŶƉĂŝĚƐƚĂƚƵƐĂŶĚŶŽƚƌĞĐĞŝǀŝŶŐƉĂǇĨƌŽŵƚŚĞ ŽŵƉĂŶǇ͘ ŵƉůŽǇĞĞƐŵĂǇĂĐĐƌƵĞƵƉƚŽĂŵĂǆŝŵƵŵŽĨŽŶĞĂŶĚŽŶĞͲŚĂůĨƚŝŵĞƐ;ϭ͘ϱͿƚŚĞŝƌĂŶŶƵĂůǀĂĐĂƚŝŽŶĂĐĐƌƵĂůŽƌ ƵƉƚŽƚŚĞŵĂǆŝŵƵŵĚŝĐƚĂƚĞĚďǇĂƉƉůŝĐĂďůĞůŽĐĂůŽƌƐƚĂƚĞůĂǁ͕ŝĨŐƌĞĂƚĞƌ͘sĂĐĂƚŝŽŶĂĐĐƌƵĂůǁŝůůĐĞĂƐĞŽŶĐĞ an employee’s totalĂĐĐƌƵĂůƌĞĂĐŚĞƐƚŚĞĂƉƉůŝĐĂďůĞŵĂǆŝŵƵŵ͘sĂĐĂƚŝŽŶĂĐĐƌƵĂůǁŝůůƌĞƐƵŵĞŽŶůǇǁŚĞŶ͕ and to the extent that, the employee’s vacation leave balance drops down below the applicable ŵĂǆŝŵƵŵ͘ ŶŶƵĂůDĂǆŝŵƵŵŵŽƵŶƚƐĨŽƌzĞĂƌƐŽĨ^ĞƌǀŝĐĞďǇWŽƐŝƚŝŽŶ'ƌŽƵƉ sĂĐĂƚŝŽŶ 'ƌŽƵƉ WŽƐŝƚŝŽŶ'ƌŽƵƉŶŶƵĂůsĂĐĂƚŝŽŶĐĐƌƵĂů >ĞƐƐƚŚĂŶϱ zĞĂƌƐ ϱďƵƚůĞƐƐƚŚĂŶ ϭϬzĞĂƌƐ ϭϬďƵƚůĞƐƐ ƚŚĂŶϭϱzĞĂƌƐ ϭϱнzĞĂƌƐ sĂĐĂƚŝŽŶ 'ƌŽƵƉ ,ŽƵƌůǇĂŶĚEŽŶͲĞǆĞŵƉƚ ĞŵƉůŽǇĞĞƐ;ŶŽŶͲŵĂŶĂŐĞƌͿ ϮǁĞĞŬƐ ;ϴϬŚŽƵƌƐͿ ϯǁĞĞŬƐ ;ϭϮϬŚŽƵƌƐͿ ϰǁĞĞŬƐ ;ϭϲϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ sĂĐĂƚŝŽŶ 'ƌŽƵƉ ^ĂůĂƌŝĞĚĞŵƉůŽǇĞĞƐ͕ DĂŶĂŐĞƌĂŶĚŝƌĞĐƚŽƌ>ĞǀĞů ϯǁĞĞŬƐ ;ϭϮϬŚŽƵƌƐͿ ϰǁĞĞŬƐ ;ϭϲϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ sĂĐĂƚŝŽŶ 'ƌŽƵƉ ǆĞĐƵƚŝǀĞ>ĞǀĞů–sWĂŶĚ ĂďŽǀĞ ϰǁĞĞŬƐ ;ϭϲϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ŵƉůŽǇĞĞƐŵĂǇŶŽƚƵƐĞĂĐĐƌƵĞĚǀĂĐĂƚŝŽŶƵŶƚŝůŝƚŝƐĞĂƌŶĞĚ͕ĂŶĚǀĂĐĂƚŝŽŶŝƐŶŽƚĐŽŶƐŝĚĞƌĞĚĞĂƌŶĞĚƵŶƚŝů ĂĨƚĞƌĐŽŵƉůĞƚŝŽŶŽĨƚŚĞ/ŶƚƌŽĚƵĐƚŽƌǇWĞƌŝŽĚͲϵϬĚĂǇƐŽĨĞŵƉůŽǇŵĞŶƚ͘hƉŽŶƚĞƌŵŝŶĂƚŝŽŶ͕ĞŵƉůŽǇĞĞƐǁŝůů ďĞƉĂŝĚĨŽƌĂŶǇĂĐĐƌƵĞĚ͕ĞĂƌŶĞĚƵŶƵƐĞĚǀĂĐĂƚŝŽŶŚŽƵƌƐ͘/ĨĂŶĞŵƉůŽǇĞĞƐĞƉĂƌĂƚĞƐĞŵƉůŽǇŵĞŶƚƉƌŝŽƌƚŽ ĐŽŵƉůĞƚŝŽŶŽĨƚŚĞ/ŶƚƌŽĚƵĐƚŽƌǇWĞƌŝŽĚ͕ĂĐĐƌƵĞĚ͕ƵŶƵƐĞĚǀĂĐĂƚŝŽŶǁŝůůŶŽƚďĞƉĂŝĚƵƉŽŶƐĞƉĂƌĂƚŝŽŶƵŶůĞƐƐ ƌĞƋƵŝƌĞĚďǇĂƉƉůŝĐĂďůĞůĂǁ͘sĂĐĂƚŝŽŶŵĂǇŶŽƚďĞƵƐĞĚƚŽĞǆƚĞŶĚĂƚĞƌŵŝŶĂƚŝŽŶĚĂƚĞ͘ Vacation time will be paid at the employee’s regular hourly rate for hourly employees; sĂůĂƌŝĞĚ ĞŵƉůŽǇĞĞƐǁŝůůďĞƉĂŝĚǀĂĐĂƚŝŽŶĂƚƚŚĞŝƌǁĞĞŬůǇŽƌĚĂŝůǇďĂƐĞͲƐĂůĂƌǇƌĂƚĞĂƐĂƉƉůŝĐĂďůĞ͘/ŶƐƚĂƚĞƐƚŚĂƚ ĂůůŽǁĂƚŝƉĐƌĞĚŝƚ͕ƚŝƉƉĞĚĞŵƉůŽǇĞĞƐǁŝůůƌĞĐĞŝǀĞƚǁŽƚŝŵĞƐ;ϮǆͿƚŚĞŝƌƌĞŐƵůĂƌŚŽƵƌůǇƌĂƚĞ͕ŽƌƐƚĂƚĞ ŵŝŶŝŵƵŵǁĂŐĞ;ǁŚŝĐŚĞǀĞƌŝƐŐƌĞĂƚĞƌͿ͕ĂƐƉĂǇĨŽƌĞĂĐŚŚŽƵƌŽĨǀĂĐĂƚŝŽŶƚŝŵĞ͘ŵƉůŽǇĞĞƐĂƌĞŶŽƚĞŶƚŝƚůĞĚ ƚŽƉĂǇŝŶůŝĞƵŽĨƚĂŬŝŶŐƚŝŵĞŽĨĨĨŽƌǀĂĐĂƚŝŽŶ͘ CONFIDENTIAL AND PROPRIETARY ŵƉůŽǇĞĞƐƐŚŽƵůĚƐƵďŵŝƚǀĂĐĂƚŝŽŶƌĞƋƵĞƐƚƐŝŶǁƌŝƚŝŶŐƚŽƚŚĞŝƌƐƵƉĞƌǀŝƐŽƌĂƐĨĂƌŝŶĂĚǀĂŶĐĞĂƐƉŽƐƐŝďůĞŽĨ ƚŚĞƌĞƋƵĞƐƚĞĚǀĂĐĂƚŝŽŶ;ƉƌĞĨĞƌĂďůǇĂƚůĞĂƐƚϯϬĐĂůĞŶĚĂƌĚĂǇƐŝŶĂĚǀĂŶĐĞͿ͘ZĞƋƵĞƐƚƐĨŽƌƵŶƐĐŚĞĚƵůĞĚ vacation must comply with the Company’s callͲŝŶƉƌŽĐĞĚƵƌĞƐ͕ĂƐƐĞƚĨŽƌƚŚŝŶƚŚĞƚƚĞŶĚĂŶĐĞWŽůŝĐǇ͘dŽ ensure that our Company’s staffing and operation needs are met at all times, the Company reserveƐƚŚĞ ƌŝŐŚƚƚŽŐƌĂŶƚǀĂĐĂƚŝŽŶƌĞƋƵĞƐƚƐĂƚŝƚƐĚŝƐĐƌĞƚŝŽŶ͘dŚĞŽŵƉĂŶǇǁŝůůŵĂŬĞĞǀĞƌǇĞĨĨŽƌƚƚŽĂĐĐŽŵŵŽĚĂƚĞ ƌĞƋƵĞƐƚƐƚŽƐĐŚĞĚƵůĞǀĂĐĂƚŝŽŶƚŝŵĞďƵƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƉƌŝŽƌŝƚŝǌĞƌĞƋƵĞƐƚƐďĂƐĞĚŽŶǀĂƌŝŽƵƐĨĂĐƚŽƌƐ͕ ŝŶĐůƵĚŝŶŐďƵƐŝŶĞƐƐŶĞĞĚƐ͕ĂŶƚŝĐŝƉĂƚĞĚǁŽƌŬůŽĂĚ͕ƐĞŶŝŽƌŝƚǇĂŶĚƐƚĂĨĨŝŶŐůĞǀĞůƐ͘sĂĐĂƚŝŽŶƐĚƵƌŝŶŐƉĞĂŬͬ ŚŽůŝĚĂǇƐĞĂƐŽŶƐǁŝůůďĞĂƉƉƌŽǀĞĚŽŶĂĨŝƌƐƚͲĐŽŵĞ͕ĨŝƌƐƚͲƐĞƌǀĞďĂƐŝƐ͘EKd͗ůůƌĞƋƵĞƐƚƐĨŽƌǀĂĐĂƚŝŽŶŵƵƐƚ ďĞĞŶƚĞƌĞĚŝŶƚŽƚŚĞĂƉƉůŝĐĂďůĞƐŽĨƚǁĂƌĞƐǇƐƚĞŵ;Ğ͘Ő͘sŝƐƚĂ͕,Žƚ^ĐŚĞĚƵůĞƐͿĂŶĚŝƚŝƐƚŚĞemployee’s ƌĞƐƉŽŶƐŝďŝůŝƚǇƚŽŬĞĞƉĂůůƌĞƋƵĞƐƚƐƵƉĚĂƚĞĚ͕ĂƐƌĞƋƵŝƌĞĚ͘ĂĐŚĨƵůůĚĂǇŽĨǀĂĐĂƚŝŽŶǁŝůůďĞĐŽƵŶƚĞĚĂƐĞŝŐŚƚ ŚŽƵƌƐ͘sĂĐĂƚŝŽŶƚŝŵĞŵĂǇďĞƚĂŬĞŶŝŶŝŶĐƌĞŵĞŶƚƐĂƐƐŵĂůůĂƐŽŶĞŚŽƵƌĨŽƌŚŽƵƌůǇĞŵƉůŽǇĞĞƐ͘,ŽǁĞǀĞƌ͕ ǀĂĐĂƚŝŽŶƚŝŵĞŵĂǇŶŽƚďĞƵƐĞĚƚŽĐŽŵƉĞŶƐĂƚĞĞŵƉůŽǇĞĞƐĨŽƌƚĂƌĚŝŶĞƐƐŽƌƵŶĞǆĐƵƐĞĚĂďƐĞŶĐĞƐ͘ &ŽƌƚŚŽƐĞĞŵƉůŽǇĞĞƐĐŽǀĞƌĞĚƵŶĚĞƌĂŽůůĞĐƚŝǀĞĂƌŐĂŝŶŝŶŐŐƌĞĞŵĞŶƚ͕ƉůĞĂƐĞƌĞĨĞƌƚŽǇŽƵƌĨŽƌWdK ĂůůŽƚŵĞŶƚƐĂŶĚƵƐĂŐĞŐƵŝĚĞůŝŶĞƐ͘ CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY AGREEMENT COMMENTS SSP America does not have any comments on the Agreement at the time of the proposal submittal. As circumstances change throughout the award and buildout process, SSP America may want to reconsider the terms of the Agreement through mutually agreed upon discussions in partnership with the city. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY 3 TENANT MIX & CONCESSIONS PLAN NARRATIVE Established in 2010, Mad Duck Craft Brewing Co. delivers a unique and energetic identity that only a local craft brewery can. Envisioned as a true American neighborhood pub for locals and families to gather, Mad Duck Brewing Co. expands their fresh artisanal approach to chef-driven eats and brewer- driven drinks so that local and transitory travelers alike can share in an experience truly representative of Fresno. Nestled in the North end of the concourse you are immediately captured by the giant namesake of the brewery. An iconic duck is placed above an open and expansive bar area that is visible from the lower level, the escalators, and down the concourse drawing travelers to the location as a keyway finding point. It is also intended to provide a whimsical invitation to experience this open concept playing from key elements of a craft brewery. Feature components of a craft brewery are on full display through the expansive chair rail and bar seating in the form of two faux wooden brewers’ barrels. These brewers’ barrels serve as a focal point to the bar allowing patrons on all sides to view the ample taps and selection of spirits on display. The richness of the wood grain is carried throughout in an airy wood frame that defines the space while keeping an open concept. The theme of a craft brewery is further accentuated in the warmth of materials throughout in the dorm of wood, brick, and tile to showcase the sense of a renovated industrial space with a neighborhood sense of character. Additional features include a prominent host stand, expansive seating options for individual and group travelers, a merchandise wall, and a focal wall feature at the rear of the restaurant featuring stacked craft beer kegs. The expansive bar and chair rail allow for additional seating and availability for those who wish for quick service or to relax and catch a game on multiple televisions. Mad Duck Craft Brewing Company is sure to quickly become a destination within the airport and reinforce a sense of community and place, leaving one last impression of great food, great beer, great cocktails, and Fresno. FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR EXISTING RESTROOMS P A T H O F T R A V E LP A T H O F T R A V E LBOH EXISTING ELEVATOR 1 2 RETAIL 3 4 1,000 SF 5 6 7 8 9 10 11 6 12 13 14 SEAT COUNT 161 AREA 4,100 SF FULL SERVICE RESTAURANT W/ BAR FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK_FULL SERVICE KEY PLAN LOCATION 1 LEGEND V A L U E D E S C R I P T I O N 1 BAR 2 HOSTESS STAND 3 FOUR TOPS SEATING 4 RETAIL ENTRY 5 CHAIR RAIL 6 BEER TAPS 7 BOOTH SEATING 8 LIQUOR AND BEER DISPLAY 9 COMMUNAL TABLES 10 MERCHANDISE 11 TO GO 12 ARCADE GAMES 13 KIOSK 14 FEATURE WALL FLOOR PLAN CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERING CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERINGRENDERINGRENDERINGRENDERINGRENDERINGRENDERING CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERINGRENDERINGRENDERINGRENDERINGRENDERINGRENDERING CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERINGRENDERINGRENDERINGRENDERINGRENDERINGRENDERING CONFIDENTIAL AND PROPRIETARY MATERIALS BOARD WALL| Ann Sacks- Montagna dArgento WALLS |TILE Tilebar- Colorplay Steps Emerald WALL BASE | Gold Metal WALLS |BRICK VENEER Black Brick METAL COUNTER | Iron Countertop METAL TILEDESIGN FEATURE | Barrels FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR WALLS | Green Paint SEATING | Hunter Green Leather ARCHITECTURAL FEAUTURE | Wood Beams LIGHT FIXTURES | Green Sconce Lights PAINT LIGHT FIXTURES | Yellow Light Pendant FURNITURE | Wood Table WOOD WALLS |BRICK VENEER Red Brick LIGHT FIXTURES | String Lights LIGHT FIXTURES | CONFIDENTIAL AND PROPRIETARY NARRATIVE Drawing on their national reputation for exceptional coffee Peet’s is conveniently situated in the ideal location of the concourse and offers passengers the ability to get a quick coffee, meal or snack on the go. An expansive open front entry is accentuated by an inset tiled sign band accentuating the Peet’s logo as a quick reference for travelers on the go. Wood covered columns provide a warm accent to the distinct mosaic floor transition between the concourse inviting guests into the interior showcasing the large white quartz walk up counter. Prominent features along the counter display the ease of the walk up Grab and Go transitioning to two point of sale stations. A commercial Espresso machine anchors the counter with an expansive pick-up area and condiment station. Large digital menu boards behind the counter prominently feature Peet’s favorites and seasonal offerings while the preparation area is in full view allowing for transparency as well as entertainment as travelers anticipate the preparation of their order. Peet’s is sure to be a favorite stop for any traveler craving the delicious brews that Peet’s is renowned for! FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE P A T H O F T R A V E LBOH 1 2 3 4 5 56 7 8 SEAT COUNT N/A AREA 787 SF GOURMET COFFEE FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET'S COFFEE LOCATION 2 LEGEND V A L U E D E S C R I P T I O N 1 ESPRESSO MACHINE 2 POINT OF SALE STATION 3 CONDIMENTS/TRASH STATION 4 PREPARATION AREA 5 GRAB AND GO 6 SELF-ORDER KIOSK 7 MERCHANDISE 8 PICK-UP AREA KEY PLAN FLOOR PLAN CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE RENDERING CONFIDENTIAL AND PROPRIETARY MATERIALS BOARD WALLS | WALLS | TILE WOOD PANEL Tilebar- Park Hill Black WOOD PANELS WALLS |WALL COVERING Cosenza- Frosty WALLS | Tilebar- Nabi Glacier White WALLS |WALL COVERING Mosaic Tribal Design TILE FLOOR |TILE Cubes A Sencillo FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE COUNTERTOP |QUARTZ Vicostone- Diamante BQ8778 GRAPHICS | Peet’s Graphics LIGHTING FIXTURE |PENDANT Kaiser Idell 6722 CONFIDENTIAL AND PROPRIETARY NARRATIVE Situated at Location 3 along the main concourse, Ike’s Love & Sandwiches delivers on both promises. Established in San Francisco in 2007 as a way of sharing Ike’s love for bringing people together over amazing food, Ike’s is quickly expanding its national footprint and capturing the hearts of many. The open concept of the walk-up counter service frames an urban deli with highlights of Ike’s signature signage and sayings prominently displayed. Large menu boards present a fresh variety of established favorites and customizable orders offer a limitless number of choices for delicious eats. Whether choosing to stick with the signature “Dirty Sauce” and Dutch Crunch bread or opting to create your own order you will be welcomed with smiles and a deep expansive counter for service and ease of queuing. The open concept allows travelers to watch their food being prepared and anticipating its completion or select from the refrigerated self-service for ease of mind while on the go. Ike’s Love & Sandwiches is sure to be an airport favorite. FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE’S SANDWICHES SEAT COUNT N/A 787 SF FULL SERVICE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE’S SANDWICHES SEAT COUNT N/A 787 SF FULL SERVICE FLOOR PLAN P A T H O F T R A V E L1 2 3 4 5 SEAT COUNT N/A AREA 842 SF FULL SERVICE FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE'S SANDWICHES LOCATION 3 LEGEND V A L U E D E S C R I P T I O N 1 STORAGE RACK 2 EMPLOYEE ENTRY 3 CAPPUCCINO MACHINE 4 SANDWICH PREP 5 PACKAGED GOODS KEY PLAN CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE’S SANDWICHES SEAT COUNT N/A 787 SF FULL SERVICE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKES SANWICHES SEAT COUNT N/A 787 SF FULL SERVICE RENDERING CONFIDENTIAL AND PROPRIETARY MAD DUCK CRAFT BREWING CO. & BABY DUCK CONCOURSE A, SPACE POD Chef-driven eats + brewer-driven drinks The Brand Story Owned and operated by Alex Costa and his friends, The Mad Duck opened its doors in Clovis in 2010 with a simple mission to make their guests happy one great day at a time. And, while “great beer, great food and great cocktails” are always on order at Mad Duck—guests need to finish with great memories. If every part of the experience is great, the memories will be great too. Costa wants to give his guests all of it. That simple philosophy has grown the business to two more locations in Campus Pointe and Northwest, with each retaining the same neighborhood, local community feel, backed by their award- winning craft brews and farm-to-table, chef-driven plates. Costa often notes that when he and the team first started—they were all little more than kids. Now, their own kids are being raised at The Mad Duck. It’s their other home—where his family gather and enjoy food, beer and most importantly, each other. A true neighborhood pub. Designed specifically for the Space POD location, the Mad Duck Craft Brewing Co. full-service bar and casual dining restaurant, and integrated, “Baby Duck” quick serve component, are delighted at the opportunity to make Concourse A their newest neighborhood. A relaxed and approachable culinary driven pub serving fresh-forward, chef-driven plates, craft beers on draft and cocktails in a casual, welcoming environment. CONFIDENTIAL AND PROPRIETARY Rationale & Justification Enhance overall program Exceptional, award-winning, local craft brewer offering an unparalleled, local craft beer experience. Enhance passenger experience Modern-day brewer for modern times. Delivers true sense of place, taste of place and only-in-Fresno experience. Relevance to FAT passengers and other Airport users Modern, casual restaurant and craft brew house serving exceptional local beer and locally focused plates—appeals to all travelers. Menu meets all dietary preferences and price points. Maximize sales for FAT Full-service restaurant and bar with approachable, menu. Optimized for the airside environment. Concept will work day and night for all traveler’s needs. Meet the Brand “It all started out as a simple concept: we wanted The Duck to be a pub. An all- American pub with great food, great beer and great craft cocktails. Our vision was not complicated, be proud of what you do; do it with care, make it excellent. This is still our guiding principle today: take pride and find joy in all that you do! Now, after more than ten years, never could we have imagined what our dear Baby Duck would grow to become. This place, the Duck, it is our other home- a place for our friends and family, a place for your friends and family. An amazing place to gather and enjoy fantastic food, hand-crafted brews, and, most importantly, one another.” – Alex Costa, Owner CONFIDENTIAL AND PROPRIETARY Bringing Mad Duck to FAT & meeting the passenger’s needs Designed specifically for FAT’s Concourse A Space POD location, SSP is proposing Mad Duck Craft Brewing Co. as a full-service bar and casual dining restaurant, with an integrated, “Baby Duck” quick serve restaurant designed specifically for passengers on the go. At the centerstage full-service bar, Mad Duck will serve as an out-and-out craft brew destination. From the award-winning Hopical Paradise, a California State Fair “Gold” winner for 2019, through to the dry-hopped Honey Pot Blonde ale, the “baby IPA” Citra Pale Ale boasting big tropical flavors, and the light creamy Opulence Oatmeal Stout with hints of coffee and chocolate—Mad Duck’s best and the brightest beers will be available here. Modeled after Mad Duck’s original taproom in Clovis, bartenders will help to educate and guide guests through the roster of exceptional drafts and bottles. A line of call and top-shelf artisan spirits imported draft and bottled beers, as well as premium wines available and a selection of soft drinks. For hungry travelers, Mad Duck will offer a range of small plates, breakfast plates, custom sandwiches, salads and bar snacks throughout every day-part. From Steak & Poblano Enchiladas, Fried Egg & Bacon Sandos and Breakfast Burritos throughout the morning, to Fish & Chips, Nashville Fried Chicken, and tender pulled pork Cuban Sandwiches, to big healthy salads, hand-patted burgers and specialty finger foods, there’s a quick meal or snack for all passengers to enjoy. From the integrated “Baby Duck” passengers can order any menu item to be freshly prepared and packed to go. CONFIDENTIAL AND PROPRIETARY Serving all day-parts, Mad Duck’s menu has been developed to meet the diverse needs of today’s traveling public and includes options sensitive to most cultural and dietary needs, including low- calorie, low fat, and smaller portion options; as well as vegetarian and gluten-friendly options. Also reflective of the needs of today’s family routines, Mad Duck’s menu will include options appropriately sized and priced for children. Mad Duck’s menu offers options for all price points and budgets and includes discount/value meal options. Should SSP America be awarded a contract at FAT, SSP will work closely with Airport management to ensure the restaurant is offering an optimum mix of menu items, reflective of customer needs and preferences. All menu items will be available to go and served in disposable, easy-to-carry, flight-friendly packaging aligned with FAT’s commitment to environmental sustainability. CONFIDENTIAL AND PROPRIETARY Concept Fit • Relevance for FAT’s customers and the Concourse A location— Mad Duck Craft Brewing Co. brings a locally owned and operated brand serving craft brews and scratch made, chef- driven dishes. Menu includes a wide range of regionally focused dishes with something for everyone. Concept built for speed. • Complement the tenant neighborhood— Mad Duck delivers a locally-loved modern brand serving easy to please, award-winning craft brews backed by an all-American menu with regional flavors. One-stop convenience for the Concourse A tenant neighborhood. • Staying on trend and relevant for FAT—The key to industry success is innovation, and Mad Duck has proven an ability to innovate and meet their customers’ needs since the day the first craft brews were poured. Taking a rounded approach, each beer that is produced is done so based not only on demand for the product, but also for its balance on the menu with brewing styles and ingredient variations. As craft beer producers, Mad Duck is finely tuned to adjustments in the market, allowing them to always be on top of trends and able to adjust to changing needs as the markets dictate. CONFIDENTIAL AND PROPRIETARY Integrated technology In keeping with FAT’s commitment to enhancing the passenger experience, SSP America has designed the Mad Duck location to include world-class technological innovations. SSP’s technology systems are based on delivering flexibility to a diverse passenger base who have varying technology requirements. Our systems address three steps in the guest experience: menu review, order, and pay. Examples include At Your Gate ordering and delivery app, QR coded menus, order at table service, virtual kiosks, physical kiosks and line busters. Creating a Sense of Place Industry experts agree that local products and local flavor is important at the airport as a reflection of the city. This value permeates the airport experience and is closely linked to nearly every other value throughout the passenger’s experience. For Concourse A, Mad Duck Craft Brewing Co. brings a leading, Fresno community brewer who has put Mad Duck brews on the regional culinary map. Owner Alex Costa offers guests a true taste of the San Joaquin Valley region with his exceptional, award-winning seasonal and specialty craft beers. Mad Duck Craft Brewing Co. will be a celebration not only of Fresno’s unique brew culture—but also, the region’s culture of hospitality and strong sense of community. Mad Duck promises to bring passengers the unparalleled pleasure of enjoying local specialties the way the natives do—sense of place, bar none. And though we can’t guarantee you’ll see Alex Costa and friends’ kids running around Concourse A, classic arcade games like Duck Hunt and Golden tee and a bar-full of TVs aim to establish Mad Duck as the tenant neighborhood’s interactive hang-out spot. CONFIDENTIAL AND PROPRIETARY Steak & Poblano Enchiladas $23 Grilled steak wrapped in flour tortillas with fire roasted guajillo-chili sauce, pepper-jack cheese, fresh jalapeño pico, sour cream, avocado topped with two pan-fried eggs Fried Egg & Bacon Sando $16.50 Three pan fried eggs, smoked bacon and melted cheddar on grilled thick cut fresh sourdough, served with breakfast tots Breakfast Burrito $13 Your choice of smoked bacon, ham or pulled pork wrapped in a flour tortilla with breakfast tots, jalapeño pico and cheese. Try it topped with fresh sour cream and fire roasted guajillo-chili sauce +2 Steak & Eggs / 3 Egg Omelet $23/$19.50 Marinated steak, grilled to your liking served with two eggs any style, breakfast tots and choice of fresh sourdough toast, or seeded hearth-style toast. Avocado Toast (v) $13 *Available on gluten-free bread +$1 Seeded hearth-style toast, topped with smashed avocado, a pinch of chili flakes, EVOO, dressed arugula, cherry tomato halves and a pan-fried egg. Chilaquiles $17.50 Freshly made tortilla chips with pulled pork, fire roasted guajillo-chili sauce, jalapeno pico, avocado, and finished with a pan-fried egg. Deviled Eggs (gf) $9.50 Our classic deviled eggs, with crumbled bacon, green onions and spicy sriracha drizzle for those who like them spicy. Buffalo Chicken Dip $11 Our addictive combination of hot sauce, cream cheese, and diced chicken. Served with fresh tortilla chips for dipping. Steak Bites (gf) $16.50 Tender, marinated grilled steak morsels with chimichurri sauce & Sriracha. Mini-Beef Sliders x3 $14 American cheese, chimichurri aioli and caramelized onions on a fresh sweet onion bun Wings $16.50 Choose how you like ‘um- Mild, Hot, BBQ or Nashville style, served with Bleu Cheese or Ranch and fresh cut carrots. Loaded Tots $11 Our beloved tater tots, topped with beer cheese sauce, crumbled bacon, sour cream, avocado and jalapeno pico. Onion Rings (v) $7.50 Served with Cajun Remoulade dressing or Ranch Bavarian Pretzel (v) $11 Served warm, with house-made beer cheese sauce and beer mustard gf – gluten free v – vegetarian vg – vegan *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. Steak Salad $19.50 Mixed greens, marinated grilled steak, red onions, tomatoes, crumbled Bleu cheese & croutons tossed in light balsamic vinaigrette Walnut & Field Green (gf)(v) $14 Mixed greens with toasted walnuts, Bleu cheese & julienne apple in a light balsamic vinaigrette Cobb Salad (gf) $19.25 Chopped romaine lettuce topped with grilled diced chicken, bacon, avocado, tomato, chopped eggs & Bleu cheese crumbles Waldorf w/ Chicken (gf) $17.50 Mixed greens, Waldorf chicken salad with walnuts, grapes, crisp apples, celery and diced grilled chicken breast. *All Burgers available on a gluten-free bun (gf) +$1 *All burgers available with veggie patties (v) +$1 Burgers served with choice of fries, tots or coleslaw Smashburger $16.50 A double stack of smashed patties and melted American cheese, topped with sliced pickles and our own burger sauce. California Mad Burger $17.50 Simple and great, avocado, bacon & American cheese or fresh bun Backyard Burger $17.50 BBQ sauce, cheddar cheese, bacon & stacked onion rings or a fresh bun Patty Melt $16.50 Caramelized onions, melted American cheese and burger sauce on grilled fresh sourdough *All Sandos available on a gluten-free bun +$1 All sandos served with choice of fries, tots or coleslaw Fish & Chips $17.50 Mad Duck Blonde Ale battered Atlantic Whitefish fillets fried golden, served with a house-made tartar sauce, fresh lemon wedges Crispy Chicken & Fries $15.25 Traditional crispy chicken tenders lightly battered with your choice of dip Steak Sando $19.50 Marinated grilled steak, chimichurri aioli, Swiss cheese and caramelized onions on a grilled fresh hoagie. Nashville Chicken $18.50 Crispy chicken breast brushed with hot spices, topped with southern style creamy coleslaw and pickles to balance the heat, served on a toasted sweet bun Buffalo Chicken $18.50 Grilled chicken breast, topped with melted Swiss, your choice of hot or mild Buffalo sauce and smoked bacon on fresh bun. Cuban $17.50 Tender pulled pork, sliced ham, Swiss cheese with yellow mustard & tangy pickle slices served on a grilled hoagie. Kid Cheeseburger $8.50 Keep it simple, melted American cheese and ketchup, served with your choice of frozen grapes, fresh apples, French fries or tater tots and a drink Kid Nuggets $8.50 Boneless chicken nuggets, with your choice of frozen grapes, fresh apples, French fries or tater tots, don’t forget your favorite sauce for dipping. Kid Grilled Cheese (v) $7.50 Melted American cheese, grilled buttered sourdough and your choice of frozen grapes, fresh apples, French fries or Tater tots Oreo Peanut Butter Pie (v) $8.50 Made fresh and topped with whipped cream and chocolate sauce. $3.50 - $4.25 Coffee Hot Tea Orange Juice Apple Juice Iced Tea Assorted Fountain Soft Drinks Bottled Water CONFIDENTIAL AND PROPRIETARY Cobb Salad Wrap $15 Our classic Cobb Salad in a Spinach tortilla wrap Deviled Egg Sando (v) $15 Classic deviled egg salad, extra bacon and fresh sourdough Waldorf Chicken Sando $15 Seeded Heart-style bread BLT&A $15 Crispy smoked bacon, dressed arugula, tomatoes, avocado and chimichurri aioli of seeded hearth-style bread gf – gluten free v – vegetarian vg – vegan *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. $3.50 - $4.75 Bottled Water Assorted Bottled Soft Drinks Tropicana Juices – Orange, Apple or Cranberry Naked Juice Varieties Bottled Coffee Drinks Red Bull $2.25-$6.95 Chips, Pretzels, Popcorn (gf)(vg)(v) Chex Mix, Gardetto’s, Lays, Pringles, Arizona Snack Co, Kind Protein, Energy Bars (gf)(vg)(v) Balance, Harvest CONFIDENTIAL AND PROPRIETARY MAD DUCK CRAFT DRAFT BEER $7.50 HONEY POT BLONDE (ABV ~ 5%) California style dry-hopped blonde ale CITRA PALE ALE (ABV ~ 5.8%) Dry-hopped American pale ale IPA (ABV ~ 7%) Classic dry-hopped California IPA PUB ALE (ABV ~ 5.2%) American amber ale ALMOND BROWN ALE (ABV ~ 5.4%) Classic American brown ale OPULENCE (ABV ~ 5.7%) Oatmeal stout HOPICAL PARADISE (ABV ~ 4.8%) Dry-hopped American style wheat beer MOHAZEIC (ABV ~ 7%) Hazy New England IPA EL PATO LOCO (ABV ~ 4.8% ) Mexican style lager SEASONAL DRAFT ALE Rotating seasonal beer BOTTLED & CANNED BEER $6.50 - $9.50 COORS LIGHT 16oz Aluminum Bottles MILLER LITE 16oz Aluminum Bottles BUD LIGHT 16oz Aluminum Bottles BUDWEISER 16oz Aluminum Bottles HEINEKEN 16oz Cans LAGUNITAS IPA 19.2oz Cans TRULY WILD BERRY 12oz Cans ANGRY ORCHARD 12oz Bottles MICHELOB ULTRA 16oz Aluminum Bottles $ 8.50- $13.00 / glass WINE ON TAP Special selection red Special selection white/rosé REDS Angeline Cabernet Hope Family Wines Liberty School Cabernet Cru Pinot Noir WHITES Angeline Chardonnay Hope Family Wines Treana Chardonnay Cru Chardonnay Seaglass Pinot Grigio Stoneleigh Sauvignon Blanc BUBBLES Le Grand Courtage Brut Le Grand Courtage Brut Rosé $12.00 - $16.50 STRAWBERRY GINGER MULE Tito’s vodka, fresh ginger, lemon, simple syrup, ginger beer BLUEBERRY ELDERFLOWER LEMONADE Stoli blueberry vodka, elderflower liqueur, fresh blueberries, lemon juice, simple syrup, lemonade GRAPEFRUIT ROSEMARY SPRITZ Nolet’s Gin, Noninno Amaro, rosemary syrup, grapefruit juice, champagne DARK RUM OLD FASHIONED Zacapa rum, Cointreau, brown sugar syrup, old fashioned bitters, orange bitters EL VIEJITO Luna Azul reposado, Ancho Reyes chili liquor, jalapeño-agave simple syrup, orange bitters, lime juice RUSTY COPPER MUG Monkey Shoulder whisky, Drambuie, ginger beer, lemon juice SPICED APPLE MULE Tito’s vodka, apple brandy, honey syrup, ginger beer, apple cider WINTER PEARADISE Grey Goose Le Poire, pear nectar, smoked cinnamon bitters, vanilla syrup, lime juice BARREL AGED OLD FASHIONED Whiskey, Luxardo, old fashioned bitters, cherry bitters BARREL AGED BLACK WALNUT MANHATTAN Whiskey, walnut liqueur, black walnut bitters $12.50 - $15.95 GIN Hendrick’s Bombay Sapphire Tanqueray LIQUEUR Bailey’s Fireball Kahlua COGNAC Hennessey VS RUM Bacardi Silver Captain Morgan Malibu Coconut TEQUILA 1800 Silver Don Julio Patron Silver VODKA Grey Goose Absolut Ketel One Tito’s WHISKEY (BOURBON) Woodford Reserve Basil Hayden’s Elijah Craig Bulleit Bourbon Maker’s Mark Jack Daniels WHISKEY (SCOTCH) Glenfiddich 12 Johnnie Walker Black WHISKEY (CANADIAN) Crown Royal WHISKEY (IRISH) Jameson WHISKEY (RYE) Bulleit Rye SPIRITS *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY #SANDWICHKING The Brand Story “This ain’t your Momma’s sandwich shop!” In 2007, Ike Shehadeh, “a rebel with a dream,” opened a small sandwich shop in San Francisco’s Castro District. Lines around the block, craveable secret ingredients and inventive flavor combinations sparked a phenomenon spreading love and sandwiches across the country. Ike had changed the sandwich game forever. The brand has been defined by its innovative offerings and iconic flavors. The Dutch Crunch bread paired with Ike’s incomparable “Dirty Sauce,” a creamy garlic aioli toasted right into the bread, is a duo unlike any other. Every location comes with exclusive sandwich offerings that are eclectically named as a tribute to local celebrities and icons. Whether you eat vegetarian, vegan, halal, gluten- free, or meat, your first Ike’s sandwich sets you on an epic quest to try all the endless combinations and over 800 signature sandwiches. Ike’s Love & Sandwiches currently has almost 100 locations across six states. IKE’S LOVE & SANDWICHES CONCOURSE A, SPACE C-120 CONFIDENTIAL AND PROPRIETARY Rationale & Justification Enhance overall program California-based, regional brand serving freshly prepared sandwiches made using premium ingredients. Artisanal, fresh-forward approach to food. Enhance passenger experience True taste of the region serving sandwiches tailored specifically for the FAT location. Elevated, higher end choices. Cutting-edge, built-for-speed service. All menu items handcrafted to order. Relevance to FAT passengers and other Airport users Custom built sandwiches have universal appeal for all travelers. Menu meets all price points and dietary preferences. Maximize sales for FAT Built-for-speed service platform with wide appeal to all target audiences. Able to drive throughput and sales like few concepts can. Serves all day-parts. Meet the Brand “Ike’s will be great in the Fresno Airport because we satisfy the cravings of every type of traveler. Whether you have had a long day and want to indulge in a Matt Cain with turkey, roast beef, and salami, or are a business traveler who wants something a bit lighter like our Sometimes I’m a Vegetarian with marinated artichoke hearts, mushrooms, pesto, and provolone, you will continue on your travels happy and full after eating at Ike’s. As a brand founded in the Bay Area, we understand the sensibilities and diversity of the customer there. The local people of Fresno have responded accordingly with their support of our local locations, and we continue to grow in the market.” - Ike Shehadeh, Founder CONFIDENTIAL AND PROPRIETARY Bringing Ike’s Love & Sandwiches to FAT & meeting the passenger’s needs For FAT’s Concourse A, Space C-120 location, Ike’s Love & Sandwiches will flex its built-for-speed, quick service core muscles and build travelers’ sandwich dreams throughout every day-part. Standouts include fan favorites Menage A Trois stacked with chicken, honey mustard, BBQ sauce, real honey, pepper jack, Swiss and Cheddar; or, the Matt Cain filled with turkey, roast beef, salami, Godfather sauce and provolone. All sandwiches are built-to-order with gluten free and vegan options. Additional items include a range of gourmet salad bowls, chips, pretzels, popcorn and cookies. Early birds can enjoy the breakfast McLovin sandwich, filled with ham or bacon, egg and American cheese; the Room Service with egg and American; or a Dirty Bagel with cream cheese. Quick service drinks include a range of fountain drinks, premium water, juices, teas and coffee, as well as domestic beers, cider, cocktails and wine. Serving all day-parts, Ike’s menu has been developed to meet the diverse needs of today’s traveling public and includes options sensitive to most cultural and dietary needs, including low-calorie, low fat, and smaller portion options; as well as vegetarian and gluten-friendly options. Also reflective of the needs of today’s family routines, Ike’s menu will include options appropriately sized and priced for children. Ike’s menu offers options for all price points and budgets and includes discount/ value meal options. Should SSP America be awarded a contract at FAT, SSP will work closely with Airport management to ensure the restaurant is offering an optimum mix of menu items, reflective of customer needs and preferences. All menu items will be available to go and served in disposable, easy-to-carry, flight-friendly packaging aligned with FAT’s commitment to environmental sustainability. CONFIDENTIAL AND PROPRIETARY Concept Fit • Relevance for FAT’s customers and the Concourse A location—Ike’s Love & Sandwiches brings a California-based, white-hot regional brand offering premium quality, freshly prepared sandwiches with quick service baked into its DNA. Wide appeal to all demographics serving custom sandwiches made from elevated ingredients with cutting-edge, built for speed service. • Complement the tenant neighborhood—Ike’s brings an enormously popular, regional sandwich brand to the Concourse A location. Brand highly adept with high volume traffic. • Staying on trend and relevant for FAT— The key to industry success is innovation, and for 15 years, Ike’s has proven an ability to innovate and meet their customers’ needs. As an independent, regionally owned restaurant, Ike’s is finely tuned to adjustments in the market, allowing them to always be on top of trends and able to adjust to changing needs as the markets dictate. While sandwiches are a top-selling airport food and beverage purchase, proven across all markets, Ike’s incorporates a customization model offering guests a wide change of choices to meet all dietary preferences. Underscored by 100 highly successful restaurants across six states, Ike’s is fully equipped to understand the needs and wants of the ever evolving, hungry consumer. CONFIDENTIAL AND PROPRIETARY Integrated technology In keeping with FAT’s commitment to enhancing the passenger experience, SSP America has designed the Ike’s location to include world-class technological innovations. SSP’s technology systems are based on delivering flexibility to a diverse passenger base who have varying technology requirements. Our systems address three steps in the guest experience: menu review, order, and pay. Examples include At Your Gate ordering and delivery app, QR coded menus, order at table service, virtual kiosks, physical kiosks and line busters. Creating a Sense of Place Ike spends hours creating the menu for each new location with exclusive and iconic sandwiches, menus, and an exclusive Instagram wall that are connected to the city & community. Each menu comes with exclusive sandwich offerings created just for that location that are eclectically named as a tribute to local celebrities and icons. Ike’s proprietary bread for the whole company is baked by Fresno-based Max’s Artisan Breads—giving a further nod to regional flavors. In addition, while hiring local employees based within commuting distance to Fresno Yosemite International Airport, SSP America will ensure that San Joaquin Valley hospitality is maintained and that the brand will perform to its optimum best, fueled by local ingredients and customer service. CONFIDENTIAL AND PROPRIETARY Room Service (gf/vg as option) $9.75 Egg, American Cheese McLovin $9.75 Ham or Bacon, Egg, American Cheese Sandwiches Sandwiches available on Gluten-Free Bread (gf) +$1 Menage A Trios (gf as option) $13.10 Chicken (Halal), Honey Mustard, BBQ Sauce, Real Honey, Pepper Jack, Swiss, Cheddar Matt Cain (gf as option) $10.95 Turkey, Roast Beef, Salami, Godfather Sauce, Provolone Paul Rueben (gf as option) $15.85 Pastrami, Purple Slaw, French Dressing, Swiss Chase Ottney is a Hella Sexy (gf as option) $10.95 Turkey, Jack We’re Just Friends $13.45 Chicken (Halal), Zesty Orange Glaze, Avocado, Pepper Jack Jim Rome (gf as option) $13.10 Turkey, Red Pesto, Avocado, Cheddar Sometimes I’m a Vegetarian (v)(gf/vg as option) $11.95 Marinated Artichoke Hearts, Mushrooms, Pesto, Provolone Mel-lo Kitty (v)(vg as option) $13.95 Vegan Breaded Chicken, Zesty Orange Glaze, Avocado, Pepper Jack Pee Wee (v)(vg as option) $14.55 Vegan Turkey, Purple Slaw, French Dressing, Swiss Love Triangle (v)(vg as option) $14.95 Vegan Breaded Chicken, BBQ Sauce, Real Honey, Honey Mustard, Pepper Jack, Swiss, Cheddar Breakfast Served until 10:30 AM Breakfast Sandwiches available on Gluten-Free Bread (gf) +$1 Dirty Bagel (gf/vg as option) $5.50 Cream Cheese Fruit Bowl (v)(vg)(pk) $4.95 Yogurt Parfait (v)(pk) $5.95 Lunch & Dinner Value Meals – add chips and a fountain drink to any sandwich for $3.45 (v) vegetarian (vg) vegan (gf) gluten free *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY Salad Bowls (gf) Menage A Trios $13.10 Matt Cain $10.95 Paul Rueben $15.85 Chase Ottney is a Hella Sexy $10.95 We’re Just Friends $13.45 Jim Rome $13.10 Sometimes I’m a Vegetarian (v)(vg as option) $11.95 Mel-lo Kitty (v)(vg as option) $13.95 Pee Wee (v)(vg as option) $14.55 Love Triangle (v)(vg as option) $14.95 Kids Breakfast Served until 10:30 AM Room Service (gf/vg as option) $5.50 Egg, American Cheese McLovin $5.50 Ham or Bacon, Egg, American Cheese Lunch & Dinner Chester Cheese (v) $5.50 4 kinds of Cheese Turkey, Turkey, Turkey $5.50 Turkey, American Cheese Sides (v)(pk) $2.20 - $3.75 Zapp’s Chips Lays Chips Pretzels Popcorn Chex Mix Gardetto’s (v) vegetarian (vg) vegan (gf) gluten free *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY Beverages $2.75 – 5.25 Coffee Hot Tea Tropicana Juices Naked Juice Varieties Assorted Fountain Sodas Assorted Bottled Soft Drinks Red Bull Bottled Water Beer, Wine & Canned Cocktails $6.50 - $12.00 Coors Light 16oz Aluminum Bottles Miller Lite 16oz Aluminum Bottles Bud Light 16oz Aluminum Bottles Budweiser 16oz Aluminum Bottles Heineken 16oz Cans Lagunitas IPA 19.2oz Cans Truly Wild Berry 12oz Cans Angry Orchard Hard Cider 12oz Cans Michelob Ultra 16oz Aluminum Bottles La Marca Prosecco Sparkling Wine Mini Bev Glitz Sparking White Wine Bev Glow California Sparking Sauvignon Blanc Bev California Pinot Grigio Bev Glam Sparkling Rose Wine Bev California Pinot Noir Cutwater Lime Margarita Cutwater Vodka Mule Cutwater Rum Mojito Cutwater Gin & Tonic *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY THE BRAND STORY For over fifty years, Peet’s Coffee has stood the test of time, both for the loyalty of its customers and, for the devotion of its proprietors, who continue to abide by the principles of the late Alfred Peet, who opened his first shop in Berkeley, California in 1966. Over the years, Peet’s has remained a small but mighty company dedicated to masterful, artisan methods. Peet’s beans are direct-trade ethically sourced and roasted by hand in small batches, ensuring that the beans’ distinctive flavors are preserved and that guests get the same, consistently flavorful cup of coffee. Peet’s also offers a thoughtful selection of high-quality herbal, certified organic and rare teas. As the pioneer of Cold Brew and On Tap Programs, Peet’s is the nation’s leader in these categories. Tailor-made for FAT’s Concourse A, Space C-134 location, Peet’s is a global coffee leader with modern innovations dedicated to gourmet, artisanal methods and ethical sourcing. Peet’s delivers wide appeal to all passenger demographics serving exceptional handcrafted drinks made from premium ingredients with cutting-edge, built-for-speed service. PEET’S CONCOURSE A, SPACE C-134 North America’s artisan coffee movement began with Peet’s TM CONFIDENTIAL AND PROPRIETARY RATIONALE & JUSTIFICATION Enhance overall program California-based, global coffee icon serving handcrafted, gourmet coffees made from premium ingredients. Enhance passenger experience Global coffee leader with modern innovations, dedicated to artisanal methods and ethical sourcing. All menu items handcrafted to order. Relevance to FAT passengers and other Airport users Coffee has universal appeal for all travelers and airport users. Menu meets all price points and dietary preferences. Maximize sales for FAT Elevated, higher end choices. Cutting-edge, built-for-speed service with revenue-driving, proprietary self-order kiosks. Serves all-day parts. MEET THE BRAND “Peet’s Coffee was founded as a single coffee shop here in California in 1966 and we are proudly known as the first brand to bring quality, craft coffee here to the United States. Today, we continue the high touch, hand crafted approach we pioneered while also offering ever new and exciting beverages that appeal to today’s modern coffee drinker. We are proud to be California’s leading premium coffee brand and to represent the region with our operations at Curry Village in Yosemite National Park. Together with SSP, we would be thrilled to bring the best coffee and customer experience to your passengers at Fresno International Airport.” – Robyn Quintal, Senior Director of Licensing Operations CONFIDENTIAL AND PROPRIETARY BRINGING PEET’S TO FAT & MEETING THE PASSENGER’S NEEDS For FAT’s Concourse A, Space C-134 location, SSP America is delighted to propose a unique, java joint craft bar experience. Coffee won’t get any fresher than this—with Peet’s state-of-the-art roasting facilities in Alameda, FAT will receive regular deliveries of world-class award-winning coffee beans, straight from the roaster. Peet’s will offer a full lineup of green practice, fair trade estate-grown coffees and teas. In-house, the artisan focus continues on service, with drinks prepared by meticulously trained baristas. From cold brew, macchiatos, cappuccinos, lattes and simple espressos to certified organic hot teas—a wide range of handcrafted drinks will meet every passenger’s needs. Menu items will address all day- parts (including breakfast, lunch and dinner) and will include gourmet sandwiches and salads, one- of-a-kind breakfast sandwiches as well as a wide range of fresh grab-and-go items—all tailored specifically to the FAT location. Bottled juices, waters and soft drinks round out the menu. In addition, Peet’s will offer a retail element to include a carefully curated selection of items that lend to the artisanal theme. From French press pots, tea strainers and temperature gauges to beautiful cups and mugs and a range of roasted coffees, the choice will add intrigue and interest for passengers as well as drive further sales. Serving all day-parts, Peet’s menu has been developed to meet the diverse needs of today’s traveling public and includes options sensitive to most cultural and dietary needs, including low-calorie, low fat, and smaller portion options; as well as vegetarian and gluten-friendly options. Also reflective of the needs of today’s family routines, Peet’s menu will include options appropriately sized and priced for children. Peet’s menu offers options for all price points and budgets and includes discount/value meal options. Should SSP America be awarded a contract at FAT, SSP will work closely with Airport management to ensure the restaurant is offering an optimum mix of menu items, reflective of customer needs and preferences. All menu items will be available to go and served in disposable, easy-to-carry, flight-friendly packaging aligned with FAT’s commitment to environmental sustainability. CONFIDENTIAL AND PROPRIETARY CONCEPT FIT • Relevance for FAT’s customers and the Concourse A location— Peet’s brings California- based, global coffee icon serving handcrafted, gourmet coffees made from premium ingredients. Wide appeal to all demographics. Coffee landscape changing with growing preference among Millennials and Gen Z for artisanal coffeehouses. Backed by cutting-edge, built-for-speed service. • Complement the tenant neighborhood—Peet’s brings an award-winning, regional coffee brand to the Concourse A location. Brand highly adept with high volume traffic. • Staying on trend and relevant for FAT— Never settling for the status quo, Peet’s is constantly innovating — from introducing seasonal drinks to finding new ways to make its packaging more sustainable. In addition, SSP America’s onsite management team will ask FAT’s Concessions Management for updated customer demographics on an annual basis and adjust the offer according to changes in the customer demographics and food trends that match these changes. CONFIDENTIAL AND PROPRIETARY INTEGRATED TECHNOLOGY In keeping with FAT’s commitment to enhancing the passenger experience, SSP America has designed the Peet’s location to include world-class technological innovations. SSP’s technology systems are based on delivering flexibility to a diverse passenger base who have varying technology requirements. Our systems address three steps in the guest experience: menu review, order, and pay. Examples include At Your Gate ordering and delivery app, QR coded menus, order at table service, virtual kiosks, physical kiosks and line busters. CREATING A SENSE OF PLACE Peet’s Coffee is a regional brand with a national presence. In order to capture the spirit of the San Joaquin Valley for the Concourse A, Space C-134 location, SSP America will work with the brand to create regional menu options specifically tailored for the FAT traveler and will source local ingredients wherever possible. In addition, while hiring local employees based within commuting distance to Fresno Yosemite International Airport, SSP America will ensure that San Joaquin Valley hospitality is maintained and that the brand will perform to its optimum best, fueled by local ingredients and customer service. CONFIDENTIAL AND PROPRIETARY BOTTLED/CANNED BEVERAGES Naked Juice Varieties $4.65 Tropicana Juices – Orange, Apple or Cranberry $3.75 Bottled Coffee Drinks $4.50 Red Bull $4.75 Assorted Soft Drinks $4.25 Bottled Water $4.25 BAKED GOODS(v)(p) Pumpkin Golden Raisin Bread $4.00 Zucchini Cranberry Bread $4.00 Banana Chocolate Muffin $4.25 Blueberry Streusel Muffin $4.25 Coffee Cake $4.00 Brownie $3.50 Snickerdoodle Cookie $2.75 Oatmeal Cookie $2.75 HOT BREAKFAST Egg and Cheese Breakfast Sandwich $9.00 Maple Chicken Sausage Breakfast Sandwich $10.50 Whole-Grain Steel-Cut Oatmeal (vg)(v) $5.50 HOT SANDWICHES Caprese Panini (v) $12.99 Ultimate Grilled Cheese (v) $12.99 Turkey and Brie $13.99 COLD SANDWICHES (p) Beef and Cheddar $12.95 Ham and Cheddar $12.95 Hummus Veggie (vg)(v) $11.95 SALADS (p) Caesar Salad (v) $12.95 Chopped Salad (v) $12.95 Chef’s Shaker Salad with Wild Ruby Blend (v) $11.95 FRUIT & YOGURT (p) Yogurt parfait (gf)(v) $5.95 Seasonal Fruit (gf)(vg)(v) $4.95 Hummus Veggie Cup (gf)(vg)(v) $4.95 PRE-PACKAGED SNACKS (p) $2.25-$7.95 Chips, Pretzels, Popcorn : Chex Mix, Gardetto’s, Lays, Pringles Cookies, Danish, Muffins: Brownie Baker, Nabisco, Pillsbury Gluten-free, Organic, Soy (gf)(vg)(v): Bakery on Main, Enjoy Life, I Love Keenwah Healthy Snacks (gf)(vg)(v): Apples, Bananas, Oranges Hummus (gf)(vg)(v): Go Picnic, Mediterranean Snacks Nuts, Trail Mix, Dried Fruit (gf)(vg)(v): Almond Brothers, Arizona Snack Co, Kind Protein, Energy Bars (gf)(vg)(v): Balance, Harvest COFFEE S M L Coffee of the Day $3.19 $3.65 $4.10 Café au Lait $3.90 $4.40 $4.80 ESPRESSO S M L Cappuccino $4.65 $5.40 $5.85 Americano $4.10 $5.20 $5.20 Espresso $3.00 $3.95 $5.00 Latte $4.85 $5.65 $6.25 Vanilla Latte $5.55 $6.30 $6.90 Caramel Macchiato $5.75 $6.50 $7.15 Mocha $5.35 $6.15 $6.85 White Chocolate Mocha $5.75 $6.45 $7.15 Substitute oat or soy milk +$.80 TEA & HOT CHOCOLATE S M L Hot Cocoa $4.40 $4.80 $5.15 Hot Tea – Black, Green or Herbal $3.30 $3.79 Matcha Green Tea Latte $5.20 $6.05 $6.45 Chai Latte $5.20 $6.05 $6.45 Iced Tea – Black, Green or Herbal $3.30 $3.90 $4.30 ICED & COLD BREW S M L Cold Brew Iced Coffee $4.10 $4.85 $5.15 Nitro Cold Brew on Tap $5.40 $6.15 The Black Tie $4.75 $5.55 $6.05 Iced Latte $5.65 $6.30 $6.85 Iced Caramel Macchiato $5.65 $6.30 $6.85 Iced Mocha $5.65 $6.30 $6.85 gf – gluten free vg – vegan v – vegetarian p – pre-packaged *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY PRICING POLICY SSP America is committed to providing guests the fair level pricing that they will find in comparable street locations. To establish pricing levels, SSP America uses a “market basket” pricing strategy. Using Fresno city center and comparable small hub airports as a benchmark, we will seek out establishments that are similar in menu, décor, quality and service to those at the airport. We will evaluate pricing on a regular basis to ensure guests are receiving top value for their choices, and work with airport management to ensure our compliance to the City of Fresno’s pricing policy. Our menus will offer a wide range of products and prices that will satisfy the needs of every demographic. SSP pricing policy allows for delivery of quality products that best meet the needs of the traveling public at reasonable prices, while optimizing revenue for Fresno Yosemite International Airport. CONFIDENTIAL AND PROPRIETARY 4 PROJECTED GROSS RECEIPTS, RENT AND CASH FLOW EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $5,450,605 $5,590,449 $5,790,798 $6,015,490 $6,269,213 $6,499,495 $6,732,716 $7,002,025 $7,282,106 $7,573,390 $7,876,326 $8,191,379 $8,519,034 $8,859,795 $9,214,187 $106,867,005 Operating Expenses Cost of Goods 19.2%$1,046,516 $1,073,366 $1,111,833 $1,154,974 $1,203,689 $1,247,903 $1,292,681 $1,344,389 $1,398,164 $1,454,091 $1,512,255 $1,572,745 $1,635,654 $1,701,081 $1,769,124 $20,518,465 Labor 33.3%$1,817,766 $1,864,404 $1,931,220 $2,006,154 $2,090,770 $2,167,569 $2,245,348 $2,335,162 $2,428,568 $2,525,711 $2,626,739 $2,731,809 $2,841,081 $2,954,725 $3,072,913 $35,639,940 Space Rent $40.00 $164,000 $172,200 $180,810 $189,851 $199,343 $209,310 $219,776 $230,764 $242,303 $254,418 $267,139 $280,496 $294,520 $309,246 $324,709 $3,538,884 Percentage Rent 10.0%$381,061 $386,845 $398,270 $411,698 $427,578 $440,639 $453,496 $469,438 $485,908 $502,921 $520,494 $538,642 $557,383 $576,733 $596,710 $7,147,816 Other Direct Expenses 3.1%$168,969 $173,304 $179,515 $186,480 $194,346 $201,484 $208,714 $217,063 $225,745 $234,775 $244,166 $253,933 $264,090 $274,654 $285,640 $3,312,877 G&A 5.1%$277,981 $285,113 $295,331 $306,790 $319,730 $331,474 $343,369 $357,103 $371,387 $386,243 $401,693 $417,760 $434,471 $451,850 $469,924 $5,450,217 Royalties 3.0%$163,518 $167,713 $173,724 $180,465 $188,076 $194,985 $201,981 $210,061 $218,463 $227,202 $236,290 $245,741 $255,571 $265,794 $276,426 $3,206,010 Utilities 1.5%$81,759 $83,857 $86,862 $90,232 $94,038 $97,492 $100,991 $105,030 $109,232 $113,601 $118,145 $122,871 $127,786 $132,897 $138,213 $1,603,005 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $28,954 $30,077 $31,346 $32,497 $33,664 $35,010 $36,411 $37,867 $39,382 $40,957 $42,595 $44,299 $433,059 Total Operating Expenses 75.7%$4,101,570 $4,206,802 $4,357,565 $4,555,598 $4,747,648 $4,922,203 $5,098,853 $5,302,674 $5,514,781 $5,735,372 $5,964,787 $6,203,378 $6,451,513 $6,709,574 $6,977,957 $80,850,274 EBITDA 24.3%$1,349,035 $1,383,647 $1,433,234 $1,459,891 $1,521,565 $1,577,291 $1,633,863 $1,699,351 $1,767,325 $1,838,018 $1,911,539 $1,988,000 $2,067,520 $2,150,221 $2,236,230 $26,016,732 Amortization/Depreciation 3.6%-$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$3,847,990 Interest & Taxes (24%)24.0%-$323,768 -$332,075 -$343,976 -$350,374 -$365,176 -$378,550 -$392,127 -$407,844 -$424,158 -$441,124 -$458,769 -$477,120 -$496,205 -$516,053 -$536,695 -$6,244,016 NET PROFIT 14.9%$768,734 $795,039 $832,725 $852,985 $899,857 $942,209 $985,203 $1,034,974 $1,086,634 $1,140,361 $1,196,237 $1,254,348 $1,314,783 $1,377,635 $1,443,002 $15,924,726 PERMITTED USE FULL SERVICE LOCATION POD SQUARE FOOTAGE 4100 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $939$939 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,311,962 $1,345,623 $1,393,847 $1,447,930 $1,509,001 $1,564,430 $1,620,567 $1,685,389 $1,752,805 $1,822,917 $1,895,834 $1,971,667 $2,050,534 $2,132,555 $2,217,857 $25,722,917 Operating Expenses Cost of Goods 24.0%$314,871 $322,949 $334,523 $347,503 $362,160 $375,463 $388,936 $404,493 $420,673 $437,500 $455,000 $473,200 $492,128 $511,813 $532,286 $6,173,500 Labor 40.0%$525,140 $538,614 $557,916 $579,564 $604,009 $626,196 $648,666 $674,612 $701,597 $729,661 $758,847 $789,201 $820,769 $853,600 $887,744 $10,296,137 Space Rent $40.00 $33,680 $35,364 $37,132 $38,989 $40,938 $42,985 $45,134 $47,391 $49,761 $52,249 $54,861 $57,604 $60,484 $63,509 $66,684 $726,766 Percentage Rent 10.0%$97,516 $99,198 $102,252 $105,804 $109,962 $113,458 $116,922 $121,148 $125,520 $130,043 $134,722 $139,562 $144,569 $149,747 $155,102 $1,845,526 Other Direct Expenses 3.1%$40,671 $41,714 $43,209 $44,886 $46,779 $48,497 $50,238 $52,247 $54,337 $56,510 $58,771 $61,122 $63,567 $66,109 $68,754 $797,410 G&A 5.1%$66,910 $68,627 $71,086 $73,844 $76,959 $79,786 $82,649 $85,955 $89,393 $92,969 $96,688 $100,555 $104,577 $108,760 $113,111 $1,311,869 Royalties 3.0%$39,359 $40,369 $41,815 $43,438 $45,270 $46,933 $48,617 $50,562 $52,584 $54,688 $56,875 $59,150 $61,516 $63,977 $66,536 $771,688 Utilities 1.5%$19,679 $20,184 $20,908 $21,719 $22,635 $23,466 $24,308 $25,281 $26,292 $27,344 $28,438 $29,575 $30,758 $31,988 $33,268 $385,844 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $6,969 $7,240 $7,545 $7,822 $8,103 $8,427 $8,764 $9,115 $9,479 $9,858 $10,253 $10,663 $104,237 Total Operating Expenses 87.1%$1,137,827 $1,167,019 $1,208,843 $1,262,717 $1,315,953 $1,364,330 $1,413,292 $1,469,792 $1,528,584 $1,589,727 $1,653,316 $1,719,449 $1,788,227 $1,859,756 $1,934,146 $22,412,976 EBITDA 12.9%$174,135 $178,603 $185,004 $185,213 $193,049 $200,100 $207,274 $215,597 $224,221 $233,190 $242,518 $252,218 $262,307 $272,799 $283,711 $3,309,940 Amortization/Depreciation 2.9%-$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$757,800 Interest & Taxes (24%)24.0%-$41,793 -$42,865 -$44,401 -$44,451 -$46,332 -$48,024 -$49,746 -$51,743 -$53,813 -$55,966 -$58,204 -$60,532 -$62,954 -$65,472 -$68,091 -$794,386 NET PROFIT 6.8%$81,823 $85,218 $90,083 $90,242 $96,197 $101,556 $107,008 $113,334 $119,888 $126,704 $133,793 $141,166 $148,833 $156,807 $165,101 $1,757,755 PERMITTED USE NATIONAL BRANDED COFFEE LOCATION C134 SQUARE FOOTAGE 842 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $900$900 FRESNO INTERNATIONAL AIRPORT TM CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,731,790 $1,776,222 $1,839,878 $1,911,268 $1,991,882 $2,065,048 $2,139,148 $2,224,714 $2,313,702 $2,406,250 $2,502,500 $2,602,600 $2,706,704 $2,814,973 $2,927,572 $33,954,250 Operating Expenses Cost of Goods 21.0%$363,676 $373,007 $386,374 $401,366 $418,295 $433,660 $449,221 $467,190 $485,877 $505,313 $525,525 $546,546 $568,408 $591,144 $614,790 $7,130,393 Labor 44.1%$764,099 $783,703 $811,789 $843,287 $878,856 $911,138 $943,833 $981,586 $1,020,849 $1,061,683 $1,104,151 $1,148,317 $1,194,249 $1,242,019 $1,291,700 $14,981,258 Space Rent $40.00 $31,480 $33,054 $34,707 $36,442 $38,264 $40,177 $42,186 $44,296 $46,510 $48,836 $51,278 $53,841 $56,534 $59,360 $62,328 $679,293 Percentage Rent 10.0%$141,699 $144,568 $149,281 $154,685 $160,924 $166,327 $171,729 $178,176 $184,860 $191,789 $198,972 $206,419 $214,137 $222,137 $230,429 $2,716,132 Other Direct Expenses 3.1%$53,685 $55,063 $57,036 $59,249 $61,748 $64,016 $66,314 $68,966 $71,725 $74,594 $77,578 $80,681 $83,908 $87,264 $90,755 $1,052,582 G&A 5.1%$88,321 $90,587 $93,834 $97,475 $101,586 $105,317 $109,097 $113,460 $117,999 $122,719 $127,628 $132,733 $138,042 $143,564 $149,306 $1,731,667 Royalties 3.0%$51,954 $53,287 $55,196 $57,338 $59,756 $61,951 $64,174 $66,741 $69,411 $72,188 $75,075 $78,078 $81,201 $84,449 $87,827 $1,018,628 Utilities 1.5%$25,977 $26,643 $27,598 $28,669 $29,878 $30,976 $32,087 $33,371 $34,706 $36,094 $37,538 $39,039 $40,601 $42,225 $43,914 $509,314 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $9,199 $9,556 $9,959 $10,325 $10,696 $11,124 $11,569 $12,031 $12,513 $13,013 $13,534 $14,075 $137,593 Total Operating Expenses 88.2%$1,520,891 $1,559,912 $1,615,815 $1,687,711 $1,758,864 $1,823,523 $1,888,965 $1,964,482 $2,043,061 $2,124,783 $2,209,775 $2,298,166 $2,390,092 $2,485,696 $2,585,124 $29,956,859 EBITDA 11.8%$210,899 $216,310 $224,062 $223,557 $233,017 $241,524 $250,182 $260,232 $270,642 $281,467 $292,726 $304,435 $316,612 $329,277 $342,448 $3,997,391 Amortization/Depreciation 3.5%-$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$1,180,500 Interest & Taxes (24%)24.0%-$50,616 -$51,914 -$53,775 -$53,654 -$55,924 -$57,966 -$60,044 -$62,456 -$64,954 -$67,552 -$70,254 -$73,064 -$75,987 -$79,026 -$82,187 -$959,374 NET PROFIT 5.5%$81,583 $85,696 $91,587 $91,203 $98,393 $104,858 $111,439 $119,077 $126,988 $135,215 $143,772 $152,671 $161,925 $171,550 $181,560 $1,857,517 PERMITTED USE QUICK SERVE LOCATION C120 SQUARE FOOTAGE 787 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1500$1500 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $8,494,357 $8,712,293 $9,024,523 $9,374,687 $9,770,095 $10,128,972 $10,492,430 $10,912,128 $11,348,613 $11,802,557 $12,274,660 $12,765,646 $13,276,272 $13,807,323 $14,359,616 $166,544,172 Operating Expenses Cost of Goods 20.3%$1,725,063 $1,769,322 $1,832,731 $1,903,843 $1,984,144 $2,057,026 $2,130,839 $2,216,072 $2,304,715 $2,396,904 $2,492,780 $2,592,491 $2,696,190 $2,804,038 $2,916,200 $33,822,358 Labor 36.6%$3,107,005 $3,186,720 $3,300,925 $3,429,006 $3,573,636 $3,704,903 $3,837,846 $3,991,360 $4,151,014 $4,317,055 $4,489,737 $4,669,327 $4,856,100 $5,050,344 $5,252,357 $60,917,335 Space Rent $40.00 $229,160 $240,618 $252,649 $265,281 $278,545 $292,473 $307,096 $322,451 $338,574 $355,502 $373,277 $391,941 $411,538 $432,115 $453,721 $4,944,944 Percentage Rent 10.0%$620,276 $630,611 $649,803 $672,187 $698,464 $720,425 $742,147 $768,762 $796,288 $824,753 $854,188 $884,623 $916,089 $948,617 $982,240 $11,709,474 Other Direct Expenses 3.1%$263,325 $270,081 $279,760 $290,615 $302,873 $313,998 $325,265 $338,276 $351,807 $365,879 $380,514 $395,735 $411,564 $428,027 $445,148 $5,162,869 G&A 5.1%$433,212 $444,327 $460,251 $478,109 $498,275 $516,578 $535,114 $556,519 $578,779 $601,930 $626,008 $651,048 $677,090 $704,173 $732,340 $8,493,753 Royalties 3.0%$254,831 $261,369 $270,736 $281,241 $293,103 $303,869 $314,773 $327,364 $340,458 $354,077 $368,240 $382,969 $398,288 $414,220 $430,788 $4,996,325 Utilities 1.5%$127,415 $130,684 $135,368 $140,620 $146,551 $151,935 $157,386 $163,682 $170,229 $177,038 $184,120 $191,485 $199,144 $207,110 $215,394 $2,498,163 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $45,123 $46,873 $48,850 $50,645 $52,462 $54,561 $56,743 $59,013 $61,373 $63,828 $66,381 $69,037 $674,890 Total Operating Expenses 80.0%$6,760,287 $6,933,733 $7,182,223 $7,506,026 $7,822,465 $8,110,056 $8,401,111 $8,736,947 $9,086,425 $9,449,882 $9,827,877 $10,220,992 $10,629,832 $11,055,025 $11,497,226 $133,220,109 EBITDA 20.0%$1,734,070 $1,778,560 $1,842,300 $1,868,661 $1,947,630 $2,018,916 $2,091,319 $2,175,181 $2,262,188 $2,352,675 $2,446,782 $2,544,654 $2,646,440 $2,752,297 $2,862,389 $33,324,063 Amortization/Depreciation 3.5%-$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$5,786,290 Interest & Taxes (24%)24.0%-$416,177 -$426,854 -$442,152 -$448,479 -$467,431 -$484,540 -$501,917 -$522,043 -$542,925 -$564,642 -$587,228 -$610,717 -$635,146 -$660,551 -$686,973 -$7,997,775 NET PROFIT 11.7%$932,141 $965,953 $1,014,395 $1,034,430 $1,094,447 $1,148,623 $1,203,650 $1,267,385 $1,333,510 $1,402,281 $1,473,802 $1,548,184 $1,625,542 $1,705,993 $1,789,663 $19,539,998 PERMITTED USE TOTAL LOCATION SSP America, Inc. SQUARE FOOTAGE 5729 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1,010$1,010 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY ASSUMPTIONS CATEGORY FACTORS Sales Projected a 1% increase year over year for operational efficiencies, coupled with the projected passenger count, to get the year over year sales increases Cost of Goods Estimates based off of similar units that we operate in our U.S. airports Labor Based off projected staffing guidelines, also included is administrative labor (Director of Operations, Administrative personnel) Other Direct Expenses Calculated based on similar operations from our restaurants across California and the U.S. and adjusted specifically to the FAT operating environment General & Administrative Developed based on operational support needs to ensure a first class passenger experience at FAT Royalties Based off of the contracts we have with the specific brands Utilities Based on utility needs of each brand priced at expected local market rates Depreciation / Amortization Corrected the depreciation calculation provided in the RFP proforma to account for the 15 year asset life Future Development These proformas only include the first three F&B locations (POD, C134, and C120). Proformas for any future development spaces will be done at a later time closer to projected opening dates CONFIDENTIAL AND PROPRIETARY 5 PROPOSED CAPITAL INVESTMENT FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 3 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO THE PURCHASING MANAGER, CITY OF FRESNO Having carefully examined the Request for Proposals, attachments and related documents, the undersigned proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the following: SCHEDULE 1: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER FOOD & BEVERAGE CONCESSION UNIT SCHEDULE NO.1 – FAT: Initial Capital Investment (Dollar Amount) per Food & Beverage Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each Food & Beverage Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Concourse A; Space C-120 (787sq.ft.) National Branded Coffee 2023 $ Concourse A; Space C-134 (842.ft.) Quick Service Restaurant (local concept preferred) 2023 $ Concourse A; Space POD (5,000sq.ft.) F&B ONLY Food & Beverage location(s) w/ Full Bar & News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All Food & Beverage Units $ *The quantities/square footage listed on the proposal page(s) are estimates. FAT Total Schedule No. 1 is $______________________________________ dollars and _________________________ cents. 1,180,500.00 757,800.00 3,847,990.00 5,786,290.00 Five Million seven hundred eighty six thousand two hundred ninety zero SSP America, Inc. *Please note that Space POD above is showing 5,000sq.ft., as per Addendum No. 5, this space was updated to 4,100sq.ft. All capital investment amounts will be funded by internal reserves CONFIDENTIAL AND PROPRIETARY EXHIBIT B Square Footage is preliminary until final As Builts are completed CONCESSION SPACEFOOD & BEVERAGE CONCESSIONSLOCATIONS - OVERVIEWC120C134C203G217± 787 SF± 842 SF± 4,465 SF - FOOD & BEVERAGE± 2,041 SF C120 787 SF DATE:FRESNO YOSEMITE INTERNATIONAL AIRPORT LEASEOUTLINEDRAWINGSTERMINAL CONCESSIONSSCALE:SHEET NUMBER:07/14/2218"=1'-0"C120TERMINAL KEY GENERAL NOTES: 1.ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES 2.OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY.TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS 3.BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB,G.C.TO ENSURE THAT THE CONCRETE AT THAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C. SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OF THE STRUCTURAL INTEGRITY OF THE FLOOR.IN THIS CASE,THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONAL STRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBAR IS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB. DISCLAIMER: THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS,APPROXIMATE DIMENSIONS,AND OVERALL AREA OF SHELL LEASE SPACE.INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE.AS STATED IN GENERAL NOTES 1 AND 2,TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK. C134 842 SF CW HW POWER FROM HALLWAY HOT/COLD WATER FRESNO YOSEMITE INTERNATIONAL AIRPORT LEASEOUTLINEDRAWINGSTERMINAL CONCESSIONSTERMINAL KEY GENERAL NOTES: 1.ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES 2.OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY.TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS 3.BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB,G.C.TO ENSURE THAT THE CONCRETE AT THAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C. SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OF THE STRUCTURAL INTEGRITY OF THE FLOOR.IN THIS CASE,THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONAL STRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBAR IS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB. DISCLAIMER: THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS,APPROXIMATE DIMENSIONS,AND OVERALL AREA OF SHELL LEASE SPACE.INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE.AS STATED IN GENERAL NOTES 1 AND 2,TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE:SCALE:SHEET NUMBER:07/14/22332"=1'-0"C134LEGEND HOT WATER COLD WATER GAS LINE GREASE LINE POD FOOD & BEVERAGE± 4,465 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 05/08/23 116" = 1' - 0" C203 CIRCULATIONCONCESSION2041 SFMEN'SRESTROOMSERVICE FAMILYRESTROOMRESTROOMSTORAGEFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSGENERAL NOTES:TERMINAL KEY1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" G217 PAYMENT VESTIBULE CASHIER VIOLATOR PROPERTY STORAGE AG/CANINE SUPERVISOR OFFICE CANINE REFR STORAGE STORAGEUNI RR UNI RR JANITORIAL ARRIVALS RECEPTION HALL EXIT CONTROL 34"CWDNCONCESSION142SFTERMINAL KEY FRESNO YOSEMITE INTERNATIONAL AIRPORT LEASEOUTLINEDRAWINGSTERMINAL CONCESSIONS1STFLOOREXPANSION UTILITIESGENERAL NOTES: 1.ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES 2.OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY.TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS 3.BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB,G.C.TO ENSURE THAT THE CONCRETE AT THAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C. SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OF THE STRUCTURAL INTEGRITY OF THE FLOOR.IN THIS CASE,THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONAL STRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBAR IS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB. DISCLAIMER: THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS,APPROXIMATE DIMENSIONS,AND OVERALL AREA OF SHELL LEASE SPACE.INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE.AS STATED IN GENERAL NOTES 1 AND 2,TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE:SCALE:SHEET NUMBER:07/14/2218" = 1'-0"G193LEGEND HOT WATER COLD WATER GAS LINE GREASE LINE Future Development Space F&B CONCESSIONSLEASE OFFICE±637SFN&C CONCESSIONSLEASE OFFICE±633SFALASKA AIRLINESLEASETSA TRAININGROOMTSASTORAGELEASEOFFICEN&C CONCESSIONSSTORAGE±750SFF&B CONCESSIONSTORAGE±618SFRESTROOMRESTROOMRESTROOMFARMER'SMARKETSTORAGE ROOMCOMMROOMELECROOMSTORAGE±94SFSTORAGE±94SFSTORAGE±67SFSTORAGE±58SFSTORAGE±45SFSTORAGE±39SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCENTRAL DISTRIBUTION AREA / CONCESSION STORAGELAST EDITED: 6/29/23 N&C CONCESSIONSLEASE OFFICE±188SFF&B CONCESSIONSLEASE OFFICE±192SFF&B CONCESSIONSLEASE OFFICE±192SFN&C CONCESSIONSLEASE OFFICE±188SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCONCESSION STORAGE (1ST FLOOR POD)LAST EDITED: 6/5/23 EXHIBIT C , News Gift Convenience Report Prepared by: Date Prepared: Signature: Monthly Concessions Report Gross Revenue Total Amount Due with this Report:-$ Location 1 Location 2 Location 3 Overall for Month Gross Revene Total Gross Receipts -$ Month Year Tenant Name EXHIBIT D Development Schedule EXHIBIT E DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) COMMITMENT FORM The ACDBE goal for this concession package is ____% NOTE: The City will only credit ACDBE participation that is certified by an approved certification entity at the time of proposal submission. The undersigned concessionaire/vendor has satisfied the requirements of the proposal specifications in the following manner (Please check () only one box): 100% Self-Performance: The proposer, a certified ACDBE firm and sole concessionaire, is committed to meeting or exceeding the ACDBE goal through 100% self-performance. (If checked, must submit required ACDBE certificate). Percentage Participation: The proposer is committed to meeting or exceeding the ACDBE goal, with a minimum of ____% ACDBE participation on this concessions package. The proposer is unable to meet the ACDBE goal and is committed to a minimum of _____% ACDBE participation on this concessions package and submits documentation demonstrating good faith efforts. The proposer is unable to meet the ACDBE goal and submits documentation demonstrating good faith efforts. NOTE: Based on the response provided above by Proposer, City may require the submission of additional clarifying information upon notification of award or during the evaluation process. Name of Proposing Entity: ______________________________________________________________ Name of Authorized Representative or Designee: ____________________________________________ Title: _______________________________________________________________________________ Signature____________________________________________________________________________ DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 30 30 Patrick Murray Executive Vice President SSP America FAT, LLC 30 EXHIBIT F DocuSign Envelope ID: 1E009860-AA59-4644-83BF-BB7F04CEE928 DISCLOSURE OF CONFLICT OF INTEREST between City of Fresno (“Fresno”) (“ ”) 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: 1E009860-AA59-4644-83BF-BB7F04CEE928 8/24/2023 X Food and Beverage Concession Agreement X X SSP America FAT, LLC Patrick Murray X X 20408 Bashan drive, Suite 300 X SSP Ashburn, VA 20147 N/A SSP America FAT, LLC EXHIBIT G Product and Price List EXHIBIT H New & Renewal Badge Checklist Badge Forms: _____ Identification Badge Application (Reviewed and signed by Signor) _____ Driver’s Training Questionnaire (If you will be driving on Airport property) Two Forms of ID: _____ Driver’s License or ID (Must be a current California ID) and one of the following: _____ Social Security Card _____ US Passport or; _____ Birth Certificate PIV/CAC/Chipped Card (Must be badging for issuing Government Agency) If born out of the US, one of the forms of ID must be: ______ Naturalization paper ______ Permanent Resident card or; _____ US Passport Badging Office Hours: Renewing Badges and Fingerprinting: Monday, Wednesday, or Friday at 8:00am, 10:00am, or 1:00pm. New Badge Classes: Tuesdays or Thursdays at 9:30am or 1:00pm. Please call to schedule. Walk‐ins will not be accepted. Note: If an ID is expiring within 30 days of being presented to the badging office it must also be accompanied by paperwork and/or receipts showing that it has been renewed. All forms must be original. Copies will NOT be accepted. Social Security Cards that are laminated will NOT be accepted. Revised September 2022 FRESNO YOSEMITE INTERNATIONAL AIRPORT IIDDEENNTTIIFFIICCAATTIIOONN BBAADDGGEE AAPPPPLLIICCAATTIIOONN CM# BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT Page 1 EMPLOYEE EMPLOYEE: THIS SIDE OF THE APPLICATION MUST BE FULLY COMPLETED BY YOU BEFORE THE AUTHORIZED REPRESENTATIVE SIGNS OFF ON THE EMPLOYER'S SIDE OF THE APPLICATION *Full Name _____________________________________________________________________________________________ (Please Print) First Middle Last *Residence Address (No P.O. Box) _____________________________________________________________________________________________ Street Apt. # City State Zip *Phone # Cell # *Email: *DOB ___________ MM DD YYYY *Hair *Eye *Height *Weight *Gender M F *Country or State of Birth *Citizenship Passport Country Passport # *DL State Issued *DL # *DL Expiration *SSN Alias Name (1) _______________________________________________________________________________ (Please Print) First Middle Last Alias DOB Alias Name (2) _______________________________________________________________________________________ (Please Print) First Middle Last Alien Reg # Immigrant Visa # I-94 # DS-1350 *Company Name *Job Description/Title *Direct Supervisor's Name *Supervisor's Title *Supervisor's Business Phone # *Give a brief but detailed statement of specific duties justifying your need for access into Airport secured areas *Previous Badge at FYI? Yes No Badge # Return Date Previous Badge Renewal Lost/Stolen Revoked (Reason) Returned Company Previous Badge Issued Under The information I have provided is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement can be punished by fine or imprisonment or both. (Section 1001 of Title 18 of the United States Code) *Signature: *Date PLEASE DO NOT WRITE BELOW THIS LINE (RESERVED FOR OFFICIAL USE ONLY Issued: Badge SIDA LEO STERILE CCAARRGGOO Expires Color AOA PUBLIC Tenant/Vendor/Student Pin # Fee: $ APS Official Date SIDA Trained: Driver: Yes No Escort: Yes No Movement: Yes No Badge #’s *Required information Last Name First Initial Revised September 2022 Page 2 EMPLOYER'S CERTIFICATION The Transportation Security Administration (TSA) in accordance with 49 CFR Part 1540 series requires that the employer of an airport security identification badge applicant certify that a CHRC will be completed, and this person does not have convictions for any of the listed disqualifying crimes. In compliance with the requirement stated above, the Employer's Authorized Representative, whose identity, affiliation and signature appear below, hereby attest that the Employee/Applicant identified in Page 1 of the Application form (CHECK BOX BELOW): *Was hired by this Employer on ________________; and that the CHRC requirements listed above have been fully met. *I hereby request driving privileges for this employee. I attached the “Driver’s Training Questionnaire” to this application. *I hereby request SIDA/AOA escort privileges for this employee. *Required information *Employer's Business Name/ Project Contracting Company *Street Address *City *State *Zip Mailing Address (if different than Street Address) *Phone #FAX # *Email Address Authorized Signature *Full Name (Print) First *Middle *Last *Title or Position *Signature *Date I UNDERSTAND THAT A $25.00 FEE WILL BE CHARGED TO MY COMPANY FOR BADGES THAT ARE NOT RETURNED TO: FRESNO YOSEMITE INTERNATIONAL AIRPORT PUBLIC SAFETY OFFICE 4995 E CLINTON WAY FRESNO, CA 93727 559-621-6650 FRESNO YOSEMITE INTERNATIONAL AIRPORT IDENTIFICATION BADGE APPLICATION BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT DRIVER’S TRAINING QUESTIONNAIRE (FORM REQUIRED FOR ALL DRIVERS) Rev. 09/2022 All Airport Security Identification Badge holders who are required to operate vehicles on the Airport must obtain a driver designation (“D” designation on the badge) by completing the Air Operations Area (AOA) Driver’s Training Program with successful testing. FAA (FAR Part 139.329) requires that all designated drivers with access to the Aircraft Movement Area (taxiways, runways and their safety areas) will complete a supplementary Movement Area Driver’s Training Program (“M” designation on the badge) prior to the initial performance of such duties and at least once every 12 consecutive calendar months. Failure to complete the recurrent training within the required time period will result in an immediate badge suspension. Pedestrian and vehicle operations are forbidden in the Aircraft Movement Area unless the individual has an authorized purpose and has completed the Aircraft Movement Area Driver’s Training Program within the last 12 months. Company/Agency: Employee’s Name: Please select one from the options below: Employee (driver) does not require access to the Aircraft Movement Area (Employee will complete “AOA” Driver’s Training Program and receive “D” designation on the airport badge) Employee (driver) requires access to the Aircraft Movement Area (Employee will complete both “AOA” and “Aircraft Movement Area” Driver’s Training Programs and receive “D” and “M” designations on the airport badge) If the employee requires access to the Aircraft Movement Area, please provide the reason: Involved in Aircraft Pushback from Terminal FAA or NWS Employee with Movement Area Duties Involved in Aircraft Towing on Taxiways City of Fresno Airport Dept. Employee with Movement Area Duties Involved in Disabled Aircraft Recovery Military Employee with Movement Area Duties Construction Company Contractor Requiring Unescorted Access Other (explain below) Other: Authorized Signer’s Name: Title: Signature: Date: DISQUALIFYING CRIMES 1. Forgery of certificates, false marking of aircraft, and other aircraft registration violations; 2. Interference with air navigation; 3. Improper transportation of a hazardous material; 4. Aircraft piracy; 5. Interference with flight crew members or flight attendants; 6. Commission of certain crimes aboard an aircraft in flight; 7. Carrying a weapon or explosive aboard aircraft; 8. Conveying false information and threats; 9. Aircraft piracy outside the special aircraft jurisdiction of the United States; 10. Lighting violation involving transporting controlled substances; 11. Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 12. Destruction of an aircraft or aircraft facility; 13. Murder; 14. Assault with intent to murder; 15. Espionage; 16. Sedition; (Resistance or rebellion against the government in power.) 17. Kidnapping or hostage taking; 18. Treason; 19. Rape or aggravated sexual abuse; 20. Unlawful possession, use, sale, or distribution, or manufacture of an explosive or weapon; 21. Extortion; 22. Armed robbery; or felony unarmed robbery; 23. Distribution of, or intent to distribute, a controlled substance; 24. Felony arson; 25. A Felony involving a threat; 26. A Felony involving – 1. Willful destruction of property; 2. Importation or manufacture of a controlled substance; 3. Burglary; 4. Theft; 5. Dishonesty, fraud, or misrepresentation; 6. Possession or distribution of stolen property; 7. Aggravated assault; 8. Bribery; or 9. Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year, or any other crime classified as a felony that the Administrator determines indicates a propensity for placing contraband aboard an aircraft in return for money; or; 27. Violence at international airports; 28. Conspiracy or attempt to commit any of the acts referred to in clauses (1) through (28). I hereby acknowledge that I have not been convicted of any disqualifying criminal offenses, or been found not guilty by reason of insanity. Federal regulations under 49 CFR 1542.209 impose a continuing obligation to disclose to the airport operator within 24 hours if convicted of any of the above listed crimes while still having unescorted access. The information I have provided on this application is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement on this application can be punished by fine or imprisonment or both. (See section 1001 of Title 18 United States Code.)” Signature: Date: Print Name: ________________________________ 1. Have you actually committed any of the previously listed disqualifying crimes even though you may not have been arrested or convicted? YES/NO 2. Have you committed a theft, or crime of dishonesty, within the past 5 years? YES/NO 3. Are you a registered sex offender, or have you committed a sex offense? YES/NO 4. Do you have outstanding warrants for your arrest? YES/NO 5. Are you currently violating a court order? YES/NO 6. Have you committed a drug violation within the last 5 years? YES/NO 7. Have you committed a violent crime within the last 10 years? YES/NO 8. Do you have a history of mental instability? YES/NO 9. Have you committed airport security violations? YES/NO 10. Have you engaged in behavior that was not supportive of airport security? YES/NO A yes answer to any of the above questions may not disqualify you from maintaining or receiving an FYI Identification Badge. If you answered yes to any of the above questions, please give details below. Use a separate sheet of paper if necessary. __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ FAILURE TO DISCLOSE ANY DISQUALIFYING OFFENSES OR CRIMES IS GROUNDS FOR IMMEDIATE AND PERMANENT DENIAL OF AIRPORT PRIVILEGES. YOU WILL BE GIVEN AN OPPORTUNITY TO DISCUSS THE CIRCUMSTANCES OF INCIDENTS, AND EXCEPTIONS ARE POSSIBLE. HOWEVER, FAILURE TO FULLY DISCLOSE PRIOR ARRESTS AND CONVICTIONS IS CONSIDERED UNTRUTHFUL CONDUCT. INITIAL _________ CERTIFICATE OF APPLICANT (read carefully before signing): I hereby certify that all statements made on this questionnaire are true and complete to the best of my knowledge. I understand that any misstatements or omissions can be grounds for revocation or denial of an FYI Identification Badge. I further understand that I am required to report any subsequent violations to Airport Public Safety immediately and that I may be subject to background inquiries at any time. Signature: Date: _ Print Name: _ AIRPORT PUBLIC SAFETY SUPPLEMENTAL QUESTIONNAIRE EXHIBIT I EXAMPLE OF SEVERE DECLINE IN ENPLANEMENTS FOR THREE MONTHS CALCULATION The following calculation scenario is intended to provide an example of the mechanics of the Severe Decline in Enplanements for Three Months provision. The enplanement figures used in the calculation are not intended to be representations of actual or projected enplanement levels in the past, present or future. Assumptions used in Example: Current Year – 2023 Previous Year - 2022 The following table shows the monthly enplanements for the Previous Year (2022) above monthly enplanements for the Current Year (2023): Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Previous Year 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Epax (000) 70 70 85 100 110 120 110 100 80 70 80 90 Jan Feb Apr May Jun Jul Aug Sep Oct Nov Dec Dec Current Year 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 Epax (000) 80 80 60 70 70 70 90 60 70 60 70 90 % of Previous Month’s Epax 114.3% 114.3% 70.6% 70.0% 63.6% 58.3% 81.8% 60.0% 87.5% 85.7% 87.5% 100.0% Per the enplanements shown in this table, there occurs a Severe Decline in Enplanements for Three Months with respect to the months March 2023 – May 2023, and the Space Rent shall be suspended effective June 1, 2023. Enplanement Stabilization for Three Months occurs with respect to the months September 2023 – November 2023, and the Space Rent shall be reinstated effective December 1, 2023. EXHIBIT J NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)FOOD & BEVERAGE CONCESSIONS DATE: RE: FOOD & BEVERAGE CONCESSIONS =================================================== AGREEMENT SSP America FAT, LLC. =================================================== was completed in keeping with the intent of the lease for support space in the Food & Beverage USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........2,036.00 CURRENT MONTHLY RENTAL $3,393.33 CURRENT RENT P/SQ FT/YR ...........20.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........1.00000 NEW MONTHLY RENTAL 21.0000 AND SSP America FAT, LLC.AMOUNT OF ADJUSTMENT ...........$169.67 ----------------------------------------------- NEW MONTHLY RENTAL $3,563.00 EFFECTIVE:$42,756.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE:$3,563.00 Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. July 1, 2024 NOTE: 5% MAXIMUM APPLIES SUPPORT SPACE July 1, 2024 July 1, 2023 12:00 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: July 1, 2023 12:00 AM The rental adjustment calculation shown to the right EXHIBIT JEXAMPLE NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)FOOD & BEVERAGE CONCESSIONS DATE: RE: FOOD & BEVERAGE CONCESSIONS =================================================== AGREEMENT SSP America FAT, LLC =================================================== was completed in keeping with the intent of the lease for concession space in the Food & Beverage USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........8,135.00 CURRENT MONTHLY RENTAL $27,116.67 CURRENT RENT P/SQ FT/YR ...........40.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........2.00000 NEW MONTHLY RENTAL 42.0000 AND SSP America FAT, LLC.AMOUNT OF ADJUSTMENT ...........$1,355.83 ----------------------------------------------- NEW MONTHLY RENTAL $28,472.50 EFFECTIVE:$341,670.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE: Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. $28,472.50 July 1, 2024 NOTE: 5% MAXIMUM APPLIES CONCESSION SPACE July 1, 2024 July 1, 2023 12:00 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: July 1, 2023 12:00 AM The rental adjustment calculation shown to the right JEXHIBIT JEXAMPLE EXHIBIT K Initial Capital Investment EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $5,450,605 $5,590,449 $5,790,798 $6,015,490 $6,269,213 $6,499,495 $6,732,716 $7,002,025 $7,282,106 $7,573,390 $7,876,326 $8,191,379 $8,519,034 $8,859,795 $9,214,187 $106,867,005 Operating Expenses Cost of Goods 19.2%$1,046,516 $1,073,366 $1,111,833 $1,154,974 $1,203,689 $1,247,903 $1,292,681 $1,344,389 $1,398,164 $1,454,091 $1,512,255 $1,572,745 $1,635,654 $1,701,081 $1,769,124 $20,518,465 Labor 33.3%$1,817,766 $1,864,404 $1,931,220 $2,006,154 $2,090,770 $2,167,569 $2,245,348 $2,335,162 $2,428,568 $2,525,711 $2,626,739 $2,731,809 $2,841,081 $2,954,725 $3,072,913 $35,639,940 Space Rent $40.00 $164,000 $172,200 $180,810 $189,851 $199,343 $209,310 $219,776 $230,764 $242,303 $254,418 $267,139 $280,496 $294,520 $309,246 $324,709 $3,538,884 Percentage Rent 10.0%$381,061 $386,845 $398,270 $411,698 $427,578 $440,639 $453,496 $469,438 $485,908 $502,921 $520,494 $538,642 $557,383 $576,733 $596,710 $7,147,816 Other Direct Expenses 3.1%$168,969 $173,304 $179,515 $186,480 $194,346 $201,484 $208,714 $217,063 $225,745 $234,775 $244,166 $253,933 $264,090 $274,654 $285,640 $3,312,877 G&A 5.1%$277,981 $285,113 $295,331 $306,790 $319,730 $331,474 $343,369 $357,103 $371,387 $386,243 $401,693 $417,760 $434,471 $451,850 $469,924 $5,450,217 Royalties 3.0%$163,518 $167,713 $173,724 $180,465 $188,076 $194,985 $201,981 $210,061 $218,463 $227,202 $236,290 $245,741 $255,571 $265,794 $276,426 $3,206,010 Utilities 1.5%$81,759 $83,857 $86,862 $90,232 $94,038 $97,492 $100,991 $105,030 $109,232 $113,601 $118,145 $122,871 $127,786 $132,897 $138,213 $1,603,005 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $28,954 $30,077 $31,346 $32,497 $33,664 $35,010 $36,411 $37,867 $39,382 $40,957 $42,595 $44,299 $433,059 Total Operating Expenses 75.7%$4,101,570 $4,206,802 $4,357,565 $4,555,598 $4,747,648 $4,922,203 $5,098,853 $5,302,674 $5,514,781 $5,735,372 $5,964,787 $6,203,378 $6,451,513 $6,709,574 $6,977,957 $80,850,274 EBITDA 24.3%$1,349,035 $1,383,647 $1,433,234 $1,459,891 $1,521,565 $1,577,291 $1,633,863 $1,699,351 $1,767,325 $1,838,018 $1,911,539 $1,988,000 $2,067,520 $2,150,221 $2,236,230 $26,016,732 Amortization/Depreciation 3.6%-$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$3,847,990 Interest & Taxes (24%)24.0%-$323,768 -$332,075 -$343,976 -$350,374 -$365,176 -$378,550 -$392,127 -$407,844 -$424,158 -$441,124 -$458,769 -$477,120 -$496,205 -$516,053 -$536,695 -$6,244,016 NET PROFIT 14.9%$768,734 $795,039 $832,725 $852,985 $899,857 $942,209 $985,203 $1,034,974 $1,086,634 $1,140,361 $1,196,237 $1,254,348 $1,314,783 $1,377,635 $1,443,002 $15,924,726 PERMITTED USE FULL SERVICE LOCATION POD SQUARE FOOTAGE 4100 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $939$939 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,311,962 $1,345,623 $1,393,847 $1,447,930 $1,509,001 $1,564,430 $1,620,567 $1,685,389 $1,752,805 $1,822,917 $1,895,834 $1,971,667 $2,050,534 $2,132,555 $2,217,857 $25,722,917 Operating Expenses Cost of Goods 24.0%$314,871 $322,949 $334,523 $347,503 $362,160 $375,463 $388,936 $404,493 $420,673 $437,500 $455,000 $473,200 $492,128 $511,813 $532,286 $6,173,500 Labor 40.0%$525,140 $538,614 $557,916 $579,564 $604,009 $626,196 $648,666 $674,612 $701,597 $729,661 $758,847 $789,201 $820,769 $853,600 $887,744 $10,296,137 Space Rent $40.00 $33,680 $35,364 $37,132 $38,989 $40,938 $42,985 $45,134 $47,391 $49,761 $52,249 $54,861 $57,604 $60,484 $63,509 $66,684 $726,766 Percentage Rent 10.0%$97,516 $99,198 $102,252 $105,804 $109,962 $113,458 $116,922 $121,148 $125,520 $130,043 $134,722 $139,562 $144,569 $149,747 $155,102 $1,845,526 Other Direct Expenses 3.1%$40,671 $41,714 $43,209 $44,886 $46,779 $48,497 $50,238 $52,247 $54,337 $56,510 $58,771 $61,122 $63,567 $66,109 $68,754 $797,410 G&A 5.1%$66,910 $68,627 $71,086 $73,844 $76,959 $79,786 $82,649 $85,955 $89,393 $92,969 $96,688 $100,555 $104,577 $108,760 $113,111 $1,311,869 Royalties 3.0%$39,359 $40,369 $41,815 $43,438 $45,270 $46,933 $48,617 $50,562 $52,584 $54,688 $56,875 $59,150 $61,516 $63,977 $66,536 $771,688 Utilities 1.5%$19,679 $20,184 $20,908 $21,719 $22,635 $23,466 $24,308 $25,281 $26,292 $27,344 $28,438 $29,575 $30,758 $31,988 $33,268 $385,844 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $6,969 $7,240 $7,545 $7,822 $8,103 $8,427 $8,764 $9,115 $9,479 $9,858 $10,253 $10,663 $104,237 Total Operating Expenses 87.1%$1,137,827 $1,167,019 $1,208,843 $1,262,717 $1,315,953 $1,364,330 $1,413,292 $1,469,792 $1,528,584 $1,589,727 $1,653,316 $1,719,449 $1,788,227 $1,859,756 $1,934,146 $22,412,976 EBITDA 12.9%$174,135 $178,603 $185,004 $185,213 $193,049 $200,100 $207,274 $215,597 $224,221 $233,190 $242,518 $252,218 $262,307 $272,799 $283,711 $3,309,940 Amortization/Depreciation 2.9%-$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$757,800 Interest & Taxes (24%)24.0%-$41,793 -$42,865 -$44,401 -$44,451 -$46,332 -$48,024 -$49,746 -$51,743 -$53,813 -$55,966 -$58,204 -$60,532 -$62,954 -$65,472 -$68,091 -$794,386 NET PROFIT 6.8%$81,823 $85,218 $90,083 $90,242 $96,197 $101,556 $107,008 $113,334 $119,888 $126,704 $133,793 $141,166 $148,833 $156,807 $165,101 $1,757,755 PERMITTED USE NATIONAL BRANDED COFFEE LOCATION C134 SQUARE FOOTAGE 842 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $900$900 FRESNO INTERNATIONAL AIRPORT TM CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,731,790 $1,776,222 $1,839,878 $1,911,268 $1,991,882 $2,065,048 $2,139,148 $2,224,714 $2,313,702 $2,406,250 $2,502,500 $2,602,600 $2,706,704 $2,814,973 $2,927,572 $33,954,250 Operating Expenses Cost of Goods 21.0%$363,676 $373,007 $386,374 $401,366 $418,295 $433,660 $449,221 $467,190 $485,877 $505,313 $525,525 $546,546 $568,408 $591,144 $614,790 $7,130,393 Labor 44.1%$764,099 $783,703 $811,789 $843,287 $878,856 $911,138 $943,833 $981,586 $1,020,849 $1,061,683 $1,104,151 $1,148,317 $1,194,249 $1,242,019 $1,291,700 $14,981,258 Space Rent $40.00 $31,480 $33,054 $34,707 $36,442 $38,264 $40,177 $42,186 $44,296 $46,510 $48,836 $51,278 $53,841 $56,534 $59,360 $62,328 $679,293 Percentage Rent 10.0%$141,699 $144,568 $149,281 $154,685 $160,924 $166,327 $171,729 $178,176 $184,860 $191,789 $198,972 $206,419 $214,137 $222,137 $230,429 $2,716,132 Other Direct Expenses 3.1%$53,685 $55,063 $57,036 $59,249 $61,748 $64,016 $66,314 $68,966 $71,725 $74,594 $77,578 $80,681 $83,908 $87,264 $90,755 $1,052,582 G&A 5.1%$88,321 $90,587 $93,834 $97,475 $101,586 $105,317 $109,097 $113,460 $117,999 $122,719 $127,628 $132,733 $138,042 $143,564 $149,306 $1,731,667 Royalties 3.0%$51,954 $53,287 $55,196 $57,338 $59,756 $61,951 $64,174 $66,741 $69,411 $72,188 $75,075 $78,078 $81,201 $84,449 $87,827 $1,018,628 Utilities 1.5%$25,977 $26,643 $27,598 $28,669 $29,878 $30,976 $32,087 $33,371 $34,706 $36,094 $37,538 $39,039 $40,601 $42,225 $43,914 $509,314 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $9,199 $9,556 $9,959 $10,325 $10,696 $11,124 $11,569 $12,031 $12,513 $13,013 $13,534 $14,075 $137,593 Total Operating Expenses 88.2%$1,520,891 $1,559,912 $1,615,815 $1,687,711 $1,758,864 $1,823,523 $1,888,965 $1,964,482 $2,043,061 $2,124,783 $2,209,775 $2,298,166 $2,390,092 $2,485,696 $2,585,124 $29,956,859 EBITDA 11.8%$210,899 $216,310 $224,062 $223,557 $233,017 $241,524 $250,182 $260,232 $270,642 $281,467 $292,726 $304,435 $316,612 $329,277 $342,448 $3,997,391 Amortization/Depreciation 3.5%-$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$1,180,500 Interest & Taxes (24%)24.0%-$50,616 -$51,914 -$53,775 -$53,654 -$55,924 -$57,966 -$60,044 -$62,456 -$64,954 -$67,552 -$70,254 -$73,064 -$75,987 -$79,026 -$82,187 -$959,374 NET PROFIT 5.5%$81,583 $85,696 $91,587 $91,203 $98,393 $104,858 $111,439 $119,077 $126,988 $135,215 $143,772 $152,671 $161,925 $171,550 $181,560 $1,857,517 PERMITTED USE QUICK SERVE LOCATION C120 SQUARE FOOTAGE 787 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1500$1500 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $8,494,357 $8,712,293 $9,024,523 $9,374,687 $9,770,095 $10,128,972 $10,492,430 $10,912,128 $11,348,613 $11,802,557 $12,274,660 $12,765,646 $13,276,272 $13,807,323 $14,359,616 $166,544,172 Operating Expenses Cost of Goods 20.3%$1,725,063 $1,769,322 $1,832,731 $1,903,843 $1,984,144 $2,057,026 $2,130,839 $2,216,072 $2,304,715 $2,396,904 $2,492,780 $2,592,491 $2,696,190 $2,804,038 $2,916,200 $33,822,358 Labor 36.6%$3,107,005 $3,186,720 $3,300,925 $3,429,006 $3,573,636 $3,704,903 $3,837,846 $3,991,360 $4,151,014 $4,317,055 $4,489,737 $4,669,327 $4,856,100 $5,050,344 $5,252,357 $60,917,335 Space Rent $40.00 $229,160 $240,618 $252,649 $265,281 $278,545 $292,473 $307,096 $322,451 $338,574 $355,502 $373,277 $391,941 $411,538 $432,115 $453,721 $4,944,944 Percentage Rent 10.0%$620,276 $630,611 $649,803 $672,187 $698,464 $720,425 $742,147 $768,762 $796,288 $824,753 $854,188 $884,623 $916,089 $948,617 $982,240 $11,709,474 Other Direct Expenses 3.1%$263,325 $270,081 $279,760 $290,615 $302,873 $313,998 $325,265 $338,276 $351,807 $365,879 $380,514 $395,735 $411,564 $428,027 $445,148 $5,162,869 G&A 5.1%$433,212 $444,327 $460,251 $478,109 $498,275 $516,578 $535,114 $556,519 $578,779 $601,930 $626,008 $651,048 $677,090 $704,173 $732,340 $8,493,753 Royalties 3.0%$254,831 $261,369 $270,736 $281,241 $293,103 $303,869 $314,773 $327,364 $340,458 $354,077 $368,240 $382,969 $398,288 $414,220 $430,788 $4,996,325 Utilities 1.5%$127,415 $130,684 $135,368 $140,620 $146,551 $151,935 $157,386 $163,682 $170,229 $177,038 $184,120 $191,485 $199,144 $207,110 $215,394 $2,498,163 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $45,123 $46,873 $48,850 $50,645 $52,462 $54,561 $56,743 $59,013 $61,373 $63,828 $66,381 $69,037 $674,890 Total Operating Expenses 80.0%$6,760,287 $6,933,733 $7,182,223 $7,506,026 $7,822,465 $8,110,056 $8,401,111 $8,736,947 $9,086,425 $9,449,882 $9,827,877 $10,220,992 $10,629,832 $11,055,025 $11,497,226 $133,220,109 EBITDA 20.0%$1,734,070 $1,778,560 $1,842,300 $1,868,661 $1,947,630 $2,018,916 $2,091,319 $2,175,181 $2,262,188 $2,352,675 $2,446,782 $2,544,654 $2,646,440 $2,752,297 $2,862,389 $33,324,063 Amortization/Depreciation 3.5%-$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$5,786,290 Interest & Taxes (24%)24.0%-$416,177 -$426,854 -$442,152 -$448,479 -$467,431 -$484,540 -$501,917 -$522,043 -$542,925 -$564,642 -$587,228 -$610,717 -$635,146 -$660,551 -$686,973 -$7,997,775 NET PROFIT 11.7%$932,141 $965,953 $1,014,395 $1,034,430 $1,094,447 $1,148,623 $1,203,650 $1,267,385 $1,333,510 $1,402,281 $1,473,802 $1,548,184 $1,625,542 $1,705,993 $1,789,663 $19,539,998 PERMITTED USE TOTAL LOCATION SSP America, Inc. SQUARE FOOTAGE 5729 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1,010$1,010 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 3 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO THE PURCHASING MANAGER, CITY OF FRESNO Having carefully examined the Request for Proposals, attachments and related documents, the undersigned proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the following: SCHEDULE 1: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER FOOD & BEVERAGE CONCESSION UNIT SCHEDULE NO.1 – FAT: Initial Capital Investment (Dollar Amount) per Food & Beverage Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each Food & Beverage Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Concourse A; Space C-120 (787sq.ft.) National Branded Coffee 2023 $ Concourse A; Space C-134 (842.ft.) Quick Service Restaurant (local concept preferred) 2023 $ Concourse A; Space POD (5,000sq.ft.) F&B ONLY Food & Beverage location(s) w/ Full Bar & News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All Food & Beverage Units $ *The quantities/square footage listed on the proposal page(s) are estimates. FAT Total Schedule No. 1 is $______________________________________ dollars and _________________________ cents. 1,180,500.00 757,800.00 3,847,990.00 5,786,290.00 Five Million seven hundred eighty six thousand two hundred ninety zero SSP America, Inc. *Please note that Space POD above is showing 5,000sq.ft., as per Addendum No. 5, this space was updated to 4,100sq.ft. All capital investment amounts will be funded by internal reserves CONFIDENTIAL AND PROPRIETARY EXHIBIT L Airport Sponsor Assurances 5/2022 Page 1 of 19 FAA Airports ASSURANCES AIRPORT SPONSORS A. General. 1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors. 3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement. B. Duration and Applicability. 1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor. The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances. 2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor. The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project. 3. Airport Planning Undertaken by a Sponsor. Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and Airport Sponsor Assurances 5/2022 Page 2 of 19 assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: 1. General Federal Requirements It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following: FEDERAL LEGISLATION a. 49 U.S.C. subtitle VII, as amended. b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2 e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2 f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)). m. Rehabilitation Act of 1973 – 29 U.S.C. § 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1 Airport Sponsor Assurances 5/2022 Page 3 of 19 v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252). aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX. EXECUTIVE ORDERS a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands c. Executive Order 11998 – Flood Plain Management d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1 f. Executive Order 12898 – Environmental Justice g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad FEDERAL REGULATIONS a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5 c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning. Airport Sponsor Assurances 5/2022 Page 4 of 19 g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services. h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964. i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 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.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying. n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2 q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1 s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance). v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles. x. 49 CFR Part 41 – Seismic Safety. FOOTNOTES TO ASSURANCE (C)(1) 1 These laws do not apply to airport planning sponsors. 2 These laws do not apply to private sponsors. 3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall Airport Sponsor Assurances 5/2022 Page 5 of 19 apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. SPECIFIC ASSURANCES Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement. 2. Responsibility and Authority of the Sponsor. a. Public Agency Sponsor: It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. 3. Sponsor Fund Availability. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control. 4. Good Title. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. 5. Preserving Rights and Powers. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere Airport Sponsor Assurances 5/2022 Page 6 of 19 with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances. f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith. g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. 6. Consistency with Local Plans. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Airport Sponsor Assurances 5/2022 Page 7 of 19 7. Consideration of Local Interest. It has given fair consideration to the interest of communities in or near where the project may be located. 8. Consultation with Users. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. 9. Public Hearings. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. 10. Metropolitan Planning Organization. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. 11. Pavement Preventive Maintenance-Management. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. 12. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. 13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The Airport Sponsor Assurances 5/2022 Page 8 of 19 accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made. 14. Minimum Wage Rates. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 15. Veteran's Preference. It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. 16. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement. Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement. 17. Construction Inspection and Approval. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. Airport Sponsor Assurances 5/2022 Page 9 of 19 18. Planning Projects. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. 19. Operation and Maintenance. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for: 1. Operating the airport's aeronautical facilities whenever required; 2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and 3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or Airport Sponsor Assurances 5/2022 Page 10 of 19 facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. 20. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. 21. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. 22. Economic Nondiscrimination. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to: 1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and 2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable Airport Sponsor Assurances 5/2022 Page 11 of 19 classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. 23. Exclusive Rights. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. 24. Fee and Rental Structure. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for Airport Sponsor Assurances 5/2022 Page 12 of 19 which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. 25. Airport Revenues. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: 1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. 2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. 3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95. b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107. 26. Reports and Inspections. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the Airport Sponsor Assurances 5/2022 Page 13 of 19 public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: 1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and 2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property. 27. Use by Government Aircraft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that: a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. 28. Land for Federal Facilities. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. Airport Sponsor Assurances 5/2022 Page 14 of 19 29. Airport Layout Plan. a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing: 1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; 2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities; 3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and 4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary: 1. eliminate such adverse effect in a manner approved by the Secretary; or 2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor. 30. Civil Rights. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant. Airport Sponsor Assurances 5/2022 Page 15 of 19 a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances. b. Applicability 1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities. 2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. 3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: 1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source: “The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.” e. Required Contract Provisions. 1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations. Airport Sponsor Assurances 5/2022 Page 16 of 19 2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations. 3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. 4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. 31. Disposal of Land. a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development Airport Sponsor Assurances 5/2022 Page 17 of 19 project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self- sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. 32. Engineering and Design Services. If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. 33. Foreign Market Restrictions. It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by Airport Sponsor Assurances 5/2022 Page 18 of 19 the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 34. Policies, Standards, and Specifications. It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date]. 35. Relocation and Real Property Acquisition. a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. 36. Access By Intercity Buses. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. 37. Disadvantaged Business Enterprises. The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812). 38. Hangar Construction. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. Airport Sponsor Assurances 5/2022 Page 19 of 19 39. Competitive Access. a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that: 1. Describes the requests; 2. Provides an explanation as to why the requests could not be accommodated; and 3. Provides a time frame within which, if any, the airport will be able to accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. EXHIBIT A Proprietary Information Redacted RFP No. 1235007 PAGE 41 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal *Certification for Local Preference Form not required, per Addendum No. 3 RFP No. 1235007 PAGE 42 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1- Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2- Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 1 of 3 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 2 of 3 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 3 of 3 Printed 01/18/2023 PlanetBids, Inc. FAT FRESNO YOSEMITE INTERNATIONAL AIRPORT FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL REQUEST FOR PROPOSALS NO.: 12300507 January 17, 2022 Attention: City of Fresno, Purchasing Division c/o Tamra Torrence 2101 G. Street, Building A Fresno, CA 93706 Dear Evaluation Committee: On behalf of the entire SSP America team, please accept our proposal in response to the City of Fresno’s invitation to submit competitive bids to develop, construct and operate five high-quality Food & Beverage Concessions as detailed in Proposal Number 12300507 at Fresno Yosemite International Airport. We are honored by the opportunity to be a part of the procurement process and endeavor to earn your approval to build a world-class partnership and become your lasting, partner of choice. Fresno Yosemite International Airport is surrounded by natural wonder. The Central San Joaquin Valley is home to some of the most beautiful geological features in the United States and, indeed, all North America – Yosemite, Sequoia and King’s Canyon National Parks attract visitors the world over. FAT is perfectly placed as the region’s gateway for those passengers seeking to enjoy the ample adventures this endowed area has to offer, and when the splendor of the region is reflected in the thoughtful composition of the airport, travelers know immediately that they’ve just landed somewhere special. Our job is to deliver that unique, local blend of world-class special with every meal, snack and drink served. SSP America is the North American division of SSP Group PLC, a leading operator of food and beverage concessions in travel locations, present in 35 countries around the world with a portfolio of more than 550 international, national, and local brands. SSP America is a significant component of SSP Group’s global business, built on our consistent growth and strong reputation for our creative designs, our care and concern for our passengers and our unyielding passion for food. We are well capitalized and have the resources, experience, and skills to support the program design, development, and construction. SSP America’s vision for the current proposal opportunity is to share with your passengers, a seat at the region’s table. A collective slice of the Central San Joaquin Valley’s culinary landscape, with community anchored brands delivering today’s white-hot culinary trends, created by forward-thinking restauranteurs who put their passion on every plate. Featuring a range of local and regional brands, all proudly born and bred in California, SSP have developed a portfolio that will delight and attract and will bring passengers back for more. SSP America proudly proposes: Ike’s Love & Sandwiches (Concourse A, Space C-120) - Ike’s Love & Sandwiches brings a California-based, white-hot regional brand offering premium quality, freshly prepared sandwiches with quick service baked into its DNA. Peet’s Coffee (Concourse A, Space C-134) - Peet’s brings a California-based, global coffee icon serving handcrafted, gourmet coffees made from premium ingredients. Mad Duck Craft Brewing Co. & Baby Duck (Concourse A, Space POD) - Mad Duck Craft Brewing Co. brings a locally owned brand serving craft brews and scratch made, chef- driven dishes. The integrated, “Baby Duck” will function as a quick serve restaurant designed specifically for passengers on the go. Casa Corona (Future Development, Concourse B, Space G-206b) - Casa Corona brings an immersive, multi-award-winning hometown Mexican restaurant serving fresh, scratch-made dishes, backed by a full-service cantina style bar and lively, fiesta atmosphere. TM The above portfolio represents what SSP believes to be the best, most cost-effective tenant mix that would drive the most revenue for FAT and, crucially, allow for an expeditious, on-budget buildout given the ongoing turbulence of today’s construction costs. Further, SSP America will remain flexible and open to wider discussions with Airport management on brand movement to ensure a tenant mix and placement that drives the most revenue for FAT. As a leading, global operator, SSP America brings a level of commitment unsurpassed in our industry. First and foremost, we are committed to world-class operations at all levels. SSP America is the 2019 and 2020 winner of Airport Experience News’ (AXN’s) Best Overall Restaurateur Award, as well as the 2018 winner of AXN’s Best Customer Service Award, and there’s a reason why. Customer service and operational excellence require a commitment to continuous improvement—and it’s that commitment to world-class operational excellence that SSP America will provide at FAT ensuring all passengers receive a positive experience consistent with this world-class destination. Upon award our plan is to begin operations immediately by transitioning the current program. This gives us boots on the ground and a head start in understanding your airport community. SSP views this “Transition Phase” as the first step with three objectives: No interruptions—ensuring continuity of service to FAT travelers and the airport community; No stoppage of revenues—by temporarily rebranding the current restaurants we will protect revenues to the airport and airline partners; and, No unnecessary delays—we will work with airport management to create a design and construction plan directly with FAT and we will fast track all designs and submittals to develop the new program as soon as possible. We recognize that speed to market is the most important factor in protecting airport revenues and have successfully transitioned over a dozen airport concession programs in recent years including Chicago Midway, where we took over 25 food and beverage facilities and transitioned them to SSP operations within a week without any interruptions. Our goal is to maximize revenues and customer satisfaction for FAT and its passengers while quickly constructing our beautiful new restaurants. Importantly, throughout every stage, we commit to retaining all current staff and no one will lose their job. SSP America, Inc. is the prime entity responding to the Proposal Number 12300507 opportunity. If SSP America, Inc. becomes the successful bidder, the contract would be shared in a Joint Venture partnership with ACDBE certified partner TNT Concessions, LLC (30%). This Joint Venture partnership, SSP America FAT, LLC, is 70% owned by SSP America, Inc. and 30% owned by the ACDBE partner, which more than doubles the City of Fresno’s ACDBE requirement of 13%. SSP America is honored to submit this proposal. We view this response as an opportunity to contribute not only to the future of Fresno and the entire Central San Joaquin Valley region, but also to the future of American air travel. By creating world-class guest experience, we are helping FAT lead the way in global airport excellence, while driving further economic opportunity across the region. Should SSP America be awarded the Proposal Number 12300507 opportunity, we can personally guarantee our commitment to the City of Fresno and the Fresno Yosemite International Airport community. We will never be mere tenants. We are active, engaged community members, and believe that partnership is critical in building a food and beverage program of the 21st Century and beyond. We are ready to partner with you over the next 15 years and build a gateway to the future, together. Very truly yours, Pat Murray Deputy Chief Executive Officer Primary Contact Paul Loupakos, Senior Vice President, Development & Airport Retention 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 USA ph: 331.229.2489 Paul.Loupakos@foodtravelexperts.com RFP No. 1235007 PAGE 41 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal *Certification for Local Preference Form not required, per Addendum No. 3 RFP No. 1235007 PAGE 42 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1- Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2- Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos 11/21/2022 331-229-2489 Please provide 2022 monthly sales for each Food & Beverage location? Hannah D'Arezzo 2022 monthly sales (through October) have been provided as RFP Exhibit 3. 7 Melissa Garza-Perry 12/09/22 12/09/22 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos 11/21/2022 331-229-2489 Hannah D'Arezzo With the rise in food costs and construction costs, please consider increasing the pricing to street plus 15%? The City will not consider increasing the pricing to Street plus 15% at this time. 7 12/09/22 12/09/22 Melissa Garza-Perry N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos 11/21/2022 331-229-2489 Hannah D'Arezzo Where should the $5,000 Deposit Check be mailed to if a respondent submits electronically? Please submit the check to: Purchasing Office, Attn: Tamra Torrence, Sr. Procurement Specialist, City of Fresno, 2600 Fresno Street, Room 2156, Fresno, CA 93721 Melissa Garza-Perry 7 12/09/22 12/09/22 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos POD F&B - Is there a height restriction? Christopher Gainey There are no codes or architectural restrictions. The only restrictions would be upon 7 Melissa Garza-Perry 12/09/22 12/09/22 final approval of the design by the City and the Proposer's ability to maintain the location. 11/21/22 331-229-2489 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos POD F&B - There is an existing Flight Information Display at the top of the escalators, Christopher Gainey It is possible, provided the City finds a suitable alternative location for the FIDS. 7 Melissa Garza-Perry 12/09/22 12/09/22 is it possible to relocate this? 11/21/22 331-229-2489 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. SSP America, Inc. Paul Loupakos POD F&B - Are we able to apply new materials/finishes to the back of the restroom core? Christopher Gainey Proposers are able to submit design plans that apply new materials/finishes to the back 7 Melissa Garza-Perry 12/09/22 12/09/22 of the restroom core, subject to City approval of the finish, location, etc. 11/21/22 331-229-2489 N/A FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Christopher Gainey SSP America, Inc. Paul Loupakos C120 and C134 – These spaces have gate doors to the exterior within the footprints. Are these required for operations or code exiting or can they be removed? One door must remain in the store design in order to receive product deliveries via SIDA. Door placement can be moved per final approval by City of Proposer's design plan. Melissa Garza-Perry 7 12/09/22 12/09/22 331-229-2489 11/21/22 N/A 1 PROPOSED BUSINESS TERMS AND CONDITIONS CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY November 21, 2022 Natalie Greene Sr. Director, Brands & Concepts SSP America, Inc. 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 Re: Letter of Authorization Dear Natalie, Please accept this letter confirming our authorization that SSP America, Inc. (“SSP”) has the exclusive rights to include Ike’s Love & Sandwiches restaurants’ trademarks, logos and products in the proposal of SSP to the lessor at the Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one years following the date written above, and may be extended by mutual written agreement of the parties. Sincerely, Ike’s Love & Sandwiches Name: Title: SSP America, Inc. Adam Rinella VP of Real Estate & Development CONFIDENTIAL AND PROPRIETARY October 10, 2022 Natalie Greene Sr. Director, Brands & Concepts SSP America, Inc. 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 Re: Letter of Authorization Dear Natalie, Please accept this letter confirming our authorization that SSP America, Inc. (“SSP”) has the exclusive rights to include Peet’s Coffee restaurants’ trademarks, logos and products in the proposal of SSP to the lessor at the Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one years following the date written above, and may be extended by mutual written agreement of the parties. Sincerely, Peet’s Coffee Name: Title: SSP America, Inc. DocuSign Envelope ID: 2CA4B2AF-C87C-4705-BBF5-97F7156A15B7 Sr Director of Operations Robyn Quintal CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 46 Proposer’s Name_________________ (Submit with Proposal) FORM 3: PROPOSAL DEPOSIT Accompanying this proposal is a Proposal Deposit in the amount of Five Thousand Dollars ($5,000.00) in form of: [ ] Annual Bidder’s Bond [ ] Certificate of Deposit [ ] Proposer’s Bond [ ] Certified Check [ ] Cashier’s Check [ ] Irrevocable Letter of Credit Proposal Deposit is deposited by the undersigned Proposer with the City of Fresno as a guarantee that the Proposer, if awarded all or part of the Agreement, will, within 15 calendar days (except in the event federal funding is applicable to the Agreement, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return an Agreement furnished by the City. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. Such Deposit is made with the understanding that failure to execute such Agreement will result in damage to the City, that the amount of such damage would be difficult to determine and that in the event of such default said Deposit shall become the property of the City; or, if a Proposer’s Bond is deposited, the amount of the obligation thereof, but not more than the above stated amount, shall thereupon be due and payable to the City of Fresno as liquidated damages for such default, payment of said amount to be the joint and several obligation of the Proposer and the corporate surety. BUSINESS LOCATION ( ) The undersigned Proposer does not maintain a place of business in the City of Fresno. ( ) The undersigned Proposer maintains a place of business in the City of Fresno at: , Fresno, CA, BUSINESS LICENSE ( ) The undersigned Proposer has a current City of Fresno Business License Number: If the successful proposer does not have a City of Fresno Business License, it shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract. SSP America, Inc. X X CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY 2 BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS TAB 2 – BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS • Trade Name Registrations; • Corporate or Limited Liability Company/Partnership entity information; • Legal name of Corporation, Limited Liability Company or Partnership; • State Formation; • Federal Tax ID; • A certified copy of either the Articles of Formation, Articles of Incorporation, the Certificate of Incorporation or the Certificate of Formation, which includes documentation to show who has the ability to bind the Corporation, LLC., Company to an Agreement with the City; • Current Certificate of Good Standing from the state of incorporation or formation as well as evidence of authorization to conduct business in the State of California and a Certificate of Good Standing from the State of California; SSP AMERICA, INC. WAS FORMED IN CALIFORNIA ON MARCH 19, 1986. EIN - 33-0169494 SSP began serving airport guests as part of Scandinavian Air Services (SAS) in Denmark in 1961 and combined its business with UK-based Travelers Fare in 1973. Compass Group—one of the world’s largest food service providers—acquired SSP in the early 1990s. In 2006, SSP spun off from Compass, and began operating as an independent group controlled by private equity firm, EQT Partners. SSP Group PLC publicly traded on the London Stock Exchange, a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. A certified copy of SSP America, Inc.’s Articles of Incorporation is included for your review within this section. A Certificate of Good Standing from the state of California for SSP America, Inc. is included for your review within this section. A Certificate of Good Standing from the state of California for SSP America FAT, LLC is included for your review within this section. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY Delaware The First State Page 1 7209371 8100 Authentication: 205212440 SR# 20224392045 Date: 12-29-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “SSP AMERICA FAT, LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2022, AT 3:38 O`CLOCK P.M. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY Delaware The First State Page 1 7209371 8100 Authentication: 205212440 SR# 20224392045 Date: 12-29-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “SSP AMERICA FAT, LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2022, AT 3:38 O`CLOCK P.M. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY • Evidence of current home state and California ACDBE certification, Application for California ACDBE certification or Letter of Intent to Apply for California ACDBE certification PASSION FOR DIVERSITY AT SSP AMERICA, WE ARE STRONGEST AS A COMPANY WHEN WE FULLY LEVERAGE COLLABORATION AND INCLUSIVE PRACTICES. Collaboration at every level, particularly through ACDBE partnerships, also brings opportunity for innovation. The more voices at the table, the better our business operates. SSP America works with more than 75 partners today. Not only are our partners an integral part of every airport business environment where we operate, but they are a competitive advantage. Our team members build strong relationships with ACDBE partners and local providers of goods and services throughout our operations across North America and beyond. We believe in including our partners in every part of our business, allowing us to benefit from their expertise and local knowledge. They, in turn, gain greater exposure to the airport environment. CONFIDENTIAL AND PROPRIETARY EMBRACING THE FAA TENETS SSP America embraces the tenets of the FAA Airport Concession Disadvantaged Business Enterprise Program (ACDBE). Throughout its U.S. airport operations, SSP America regularly meets or exceeds ACDBE requirements while building lasting relationships with some of the best restaurant operators in the country. We meet quarterly with both our ACDBE partners and our airport clients to ensure our team is meeting contractual obligations and building strong, long-term relationships. SSP America has woven inclusion and opportunity into its corporate culture. Our goals mirror those of the U.S. Department of Transportation through our focus on: 1. REMOVING BARRIERS FOR ACDBE PARTICIPATION BY CASTING A WIDE NET 2. APPLYING INCLUSIVE PRACTICES 3. PROVIDING FLEXIBLE OPTIONS FOR ACDBE PARTICIPATION For this opportunity, SSP will partner with California-based ACDBE certified TNT Concessions, LLC in the following level of participation: SSP AMERICA FAT, LLC • SSP AMERICA, INC. – 70% • TNT CONCESSIONS, LLC – 30% ACDBE CERTIFIED CONFIDENTIAL AND PROPRIETARY TNT CONCESSIONS, LLC NIKKI SHAW Bringing her passion for food and appetite for adventure, celebrity Chef Nikki Shaw is committed to spreading awareness of and preventing heart disease, diabetes and high blood pressure. Chef Nikki is a trained media spokesperson specializing in recipe development and product endorsement for major corporations. She has been a featured chef for the American Diabetes Association, American Heart Association and Kaiser Permanente. She conducts healthy cooking demonstrations and educates communities about the importance of making smart food choices and staying physically active, on TV and in-person. Chef Nikki is a featured Media Chef for the Oakland A’s, promoting the teams Community Wellness Campaign. She is also on NBA.com for the NBA Cares campaign. She is a featured Chef/Instructor for the Golden State Warriors community outreach programs, offering information and recipes to help prevent childhood obesity. She is the Chair of the Oakland Teen Empowerment Program, which teaches inner-city girls valuable life skills. In addition to that, she is a minority partner for the restaurants and concessions at Oakland International Airport. Chef Nikki has appeared on Food Network as a finalist on The Next Food Network Star and she was also a featured chef on the hit VH1 show Basketball Wives. Chef Nikki graduated with honors from Howard University in Washington D.C. with a Bachelor’s degree in Journalism. She graduated as a Chef from the Southeastern Culinary Academy and completed her internship at Disney World in Orlando, Florida. She and her husband, former NBA player and Assistant Coach, reside in California with their children. TERRI FRIERSON Terri Frierson has spent 25+ years in corporate administration, project management and process & logistics improvement with a strong emphasis in commercial real estate and corporate facilities. Terri formed TNT Concessions with her business partner, Chef Nikki Shaw, several years ago. Together they are joint venture partners with SSP America at the Oakland International Airport. TNT brings a strong operational understanding to the business along with a passion for people. Terri’s background allows her to bring a unique perspective to the partnership with SSP America. Previously, she spent 18 years with an international company based in Englewood CO, where she was responsible for the corporate real estate and facilities department encompassing a one million square foot real estate portfolio. While in this role, she led the negotiations of hundreds of domestic and international lease agreements and vendor contracts with a primary focus on risk mitigation and financial impact. On the following pages please find a Draft Joint Venture Agreement and copies of ACDBE CA Certificates for each partner. CONFIDENTIAL AND PROPRIETARY 1 SSP America ACDBE COMPLIANCE PLAN City of Fresno Airports Department Food and Beverage Concessions & Convenience Concessions at Fresno Yosemite International Airport Terminal Proposal Number 12300507 January 2023 CONFIDENTIAL AND PROPRIETARY 2 Table of Contents A. Commitment to Business Diversity Program Goal(s) B. Key Personnel – Duties and Responsibilities C. Outreach Efforts D. Concessions Package Structuring and Procurement E. Supportive and Capacity Building Services F. Compliance Tracking and Reporting G. Methodology for Dispute Resolution H. Compliance Monitoring and Enforcement I. Compliance Plan Attachments CONFIDENTIAL AND PROPRIETARY 3 A. Commitment to the Business Diversity Program Goal(s) SSP America FAT LLC, a proposer for Food and Beverage and News and Convenience Concessions at Fresno Yosemite International Airport Terminal for City of Fresno Airports Department, has prepared and is submitting this preliminary Compliance Plan in support of the FAT concessions opportunity. SSP America is proposing a 30% ACDBE participation. The participation level is to be measured as a percentage of the total gross receipts, and ACDBE expenditures inclusive of any contract amendments and/or modifications. We understand that the ACDBE participation percentage commitments made by our company at the time of the Contract award is deemed to be contractual. The DBE Commitment Form 10 is included in our bid/proposal indicating our commitment to the applicable Contract Specific Goal and Participation Level(s). B. Key Personnel - Duties and Responsibilities SSP America strongly believes that consistency and continuity are fundamental to a robust program that supports our ACDBE and local business partners. We plan to achieve this through the engagement of Heather Barry, Vice President of Strategic Partnership at SSP America. Barry will be responsible for overseeing the implementation of all aspects associated with SSP’s contract’s Business Diversity and ACDBE compliance and program contractual commitments and obligations to ensure we meet and exceed all expectations associated with the success of our ACDBE and local business partners. SSP will work to implement innovative programs and approaches for all opportunities associated with certified and minority firms, ensuring success through supporting all tenants of the business diversity program and growing business through capacity building, mentoring, financial assistance, and business support. Lastly including the oversight and execution of the following activities that will assist in the success for our ACDBE partners and the joint venture. • Outreach events with local, minority and certified firms that include, advertising and notice to all local and state firms on certified directories. We have conducted outreach in advance of the RFP submittal and plan to conduct additional outreach events upon award to engage suppliers, sub-contractors, and DBE firms to assist in the trades including construction and design services. • Our on-going work to ensure the following elements are taken into consideration when selecting partners including price, capabilities, contract goals, understanding that the certified firms are required for the success of the business. We are committed to dedicating resources to this end. • Compliance efforts will be maintained and include meeting both federal, state and local program requirements including 49 CFR 26 and 49 CFR 23, subsequent guidance and FAT and Federal Aviation Administration (FAA) approved Policy and Administrative Procedures and contract provisions relative to the Disadvantaged Business Enterprise (DBE) and Airport Concession Disadvantaged Business Enterprise (ACDBE) programs. Additionally, we will maintain records for our certified firms specific to utilization, supplier selection and award, and all executed contracts. CONFIDENTIAL AND PROPRIETARY 4 • We will work with FAT to approve our joint venture document and maintain records for both ACDBE members and non- ACDBE members to notify of any amendments, change orders, scope of work changes and supplier awards contracts and agreements. Additionally, we will work with FAT to comply with all required reviews and audits of our program. • Regular reporting will take place with FAT specifically with quarterly meeting notes, contract specific reports per FAT requirements. • Additionally, we plan to meet with the FAT team, at a minimum of annually, to review our program and progress to ensure we are compliant and supporting our partner’s success, upholding the spirit of the program and airport vision for inclusion while supporting vision of the contract goals. • Should for any reason the joint venture not meet the ACDBE goals, or participation levels, we will immediately notify FAT for scope changes. We understand, and are aware, of the commitment and obligations to meet the contractual agreements. CONFIDENTIAL AND PROPRIETARY 5 C. Outreach Efforts Our team has conducted an outreach in advance of the RFP submittal focused on attracting local, minority-owned, women-owned and certified firms. We have conducted business matchmaking, events, advertising and notice to all local and state firms on certified directories. Upon selection we plan to conduct additional outreach events to engage suppliers, sub-contractors and DBE firms to assist in the trades including construction and design services. We will continue to use the ADOT certified firms, community organization, chambers, contractor groups including local, state and business assistance offices and other organizations that assist with the identification of certified companies. We will continue collecting proposals from interested parties and conducting meetings with interested firms. We have attached copies of our outreach documents as reference. D. Concessions Package Structuring and Procurement The joint venture will structure our procurement process based on the below set of FAA approved guidelines; so ACDBE participation is met and maximized in the airport contract goals and in addition to the efforts, below are examples of activities we will implement upon award for this procurement. (1) Locate and identify ACDBE and other small businesses interested in participating in our procurement process. (2) Notify all ACDBE and DBEs of concession opportunities and encouraging them to compete. (3) Provide technical assistance to ACDBE and DBEs to assist in obtaining bonding or financing. (4) Inform potential certified firms in pre-solicitation meetings about our program. (5) Promote and implement existing SSP technical assistance programs and Mentor- Protégé Program at FAT. CONFIDENTIAL AND PROPRIETARY 6 E. Supportive and Capacity Building Services We are committed to assisting ACDBE businesses in building their business framework though the following: assisting and supporting our partners to be operationally ready for success. Success may require additional attention in the following areas, access to capital, insurance/bonding, equipment, supplies, materials, certification assistance, procurement sourcing and additional incubator services specific to the partner needs and in the spirit of supporting and growing small business. Additionally, we have a relationship with Lendisty to assist our certified firms with financing. F. Compliance Tracking and Reporting We agree to adhere to the requirements associated with the use of the FAT compliance and reporting system, report and monitor all ACDBE participation efforts, post-award compliance activities and all utilization activities. In addition, our internal audit processes keep us on-track meeting our requirements and goals set forth with this contract. We will, when necessary, create specific reports, communications, document quarterly meetings, document all voting by members and track all awards given to ACDBE and certified firms. We will also complete the formal FAA annual report for the annual grant recipient requirements associated with the ACDBE program. As such, the respective joint venture agreements are attached to our submittal for review of additional compliance per the legal agreement. CONFIDENTIAL AND PROPRIETARY 7 G. Methodology for Dispute Resolutions Should any dispute resolution issues arise, we will immediately notify FAT to bring awareness of the situation. The first step in SSP America’s dispute resolution process is to follow Alternative Dispute Resolution practices including negotiation, mediation, conciliation, arbitration, and private judging. Additionally, Heather Barry is trained and certified in Alternative Dispute Resolution practice. As noted, both SSP America will work to expeditiously seek to find resolution between the parties of the joint venture. In the event joint venture parties are unable to resolve contractual matters, all questions relative to the execution, validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of California. H. Compliance Monitoring and Enforcement ACDBE compliance provisions include a monitoring and enforcement mechanism verifying the work defined for our ACDBE members is, in fact, performed. We maintain a clearly defined roles document and records of all contracts, leases, joint venture agreements, or other concession-related agreements that will all be monitored by FAT. To date, SSP America has not encountered or imposed any sanctions against our ACDBE partners. To best support the ACDBE/certified firms, we work very closely with our partners to support their success. We do this by holding monthly partner meetings via Teams, quarterly joint venture calls, internal monitoring and audits that includes a certification tracker, report tracker and contact with each partner to assist. When necessary for annual certification renewal or ACDBE member changes, FAT will be contacted and informed. Should the situation arise of any necessary non-compliance action by an ACDBE member, SSP America will notify the FAT office immediately to assist with remedy. Additionally, we will offer a mentor-protégé program that will assist our new partners in the ACDBE compliance efforts. I. Compliance Plan Attachments Attached please find the following attached in support of the compliance plan: • SSP America Joint Venture Agreement • SSP America Outreach Flyer and supporting documents • ACDBE Roles and Responsibilities CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY Certification List Submit Change Request Add Date Alert This record is from California Department of Transportation. It is not managed by City and County of Denver. Vendor Information BUSINESS NAME TNT Concessions, LLC. SYSTEM VENDOR NUMBER 20506600 PRIMARY OWNER'S NAME Ms. Therese Frierson ETHNIC GROUP Caucasian GENDER Female Certification Information CERTIFYING AGENCY California Department of Transportation CERTIFICATION TYPE ACDBE - Airport Concessionaire Disadvantaged Business Enterprise EFFECTIVE DATE 5/9/2022 RENEWAL DATE 6/1/2023 Contact Information MAIN COMPANY EMAIL tfrierson@palladiumholdingsco.com MAIN PHONE 303-517-0769 MAIN FAX 303-292-2542 Addresses PHYSICAL ADDRESS 2741 Welton Street Suite 201 Denver, CO 80205-4221 [map] Certification: View CONFIDENTIAL AND PROPRIETARY MAILING ADDRESS 2741 Welton Street Suite 201 Denver, CO 80205-4221 [map] Business Capabilities BUSINESS CERTIFIED FOR Limited-Service Restaurants FULL DESCRIPTION OF CAPABILITIES/PRODUCTS COMMODITY CODES CA WCC F5810 EATING & DRINKING PLACES CA WCC F5940 MISC SHOPPING GOODS STORES CA WCC I7388 INTERIOR DECORATING & DESIGN NAICS 424990 Other Miscellaneous Nondurable Goods Merchant Wholesalers (More) NAICS 445292 Confectionery and Nut Retailers (More) NAICS 541410 Interior design services (More) NAICS 541618 Other Management Consulting Services (More) NAICS 722330 Mobile Food Services (More) NAICS 722410 Drinking Places (Alcoholic Beverages) (More) NAICS 722511 Full-Service Restaurants (More) NAICS 722513 Limited-Service Restaurants (More) NAICS 722515 Snack and Nonalcoholic Beverage Bars (More) Owner Ethnicity and Gender ETHNIC GROUP Caucasian GENDER Female Location and Work Districts/Regions COUNTY STATEWIDE WORK AREA No WORK DISTRICTS/REGIONS Alameda Contra Costa Imperial Kern Los Angeles Orange Riverside San Benito San Bernardino San Diego CONFIDENTIAL AND PROPRIETARY San Francisco San Luis Obispo San Mateo Santa Clara Solano Sonoma Additional Information CUCP PUBLIC DIRECTORY CERTIFICATION NUMBER 45313 Certification List Customer Support Home | Print This Page | Print To PDF | Translate Copyright © 2022 B2Gnow. All rights reserved. CONFIDENTIAL AND PROPRIETARY GOOD FAITH EFFORTS CONFIDENTIAL AND PROPRIETARY GOOD FAITH EFFORTS OUTREACH SOLICITATION OF BUSINESS OPPORTUNITIES CONFIDENTIAL AND PROPRIETARY The SSP America team would like to meet you! We’re exploring new partners as we look to expand our business at the airport. If you’re interested in learning more about our company and the joint venture opportunities we are developing, please follow the link to the online questionnaire, and we’ll follow up to schedule a meeting. A NEWOPPORTUNITY Opportunities : • Restaurant Operations• General Contractor• Demolition• Concrete• Metals• Carpentry • Journeymen• Insulation• Doors/Glazing• Finishes• Mechanical• Apprentice www.foodtravelexperts.com/america Online Questionnaire: https://form.jotform.com/223615998711162 About SSP America: SSP America is a division of SSP Group, a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. We operate in 180 airports and 300 rail stations in 36 countries around the world and operated more than 550 international, national, and local brands across our 2,700 units. Want to get in touch? Stacey Rush Director, Design, Construction & Integration Heather Barry Vice President, Strategic Partnerships jvpartners@foodtravelexperts.com CONFIDENTIAL AND PROPRIETARY December 5, 2022 Prospective Airport F&B/Retail Concessions Opportunity Fresno Yosemite International Airport Dear Interested Vendors, Suppliers & Contractors: SSP America is based on a passionate belief that restaurants are at the heart of 21st century living. It is around the restaurant table where we relax, work, rejoice and celebrate. And an airport has an opportunity to help tell a community’s culinary story. That is why we need YOU! SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. We serve around one and a half million customers every day at approximately 180 airports and 300 rail stations in 35 countries around the world and operate more than 550 international, national and local brands across our 2,700 units. We are seeking to meet with interested ACDBE vendors, suppliers, and contractors to discuss the potential opportunity with SSP America. SSP is excited about this opportunity to partnering with small, local, and certified businesses. We obtained your information from the current State of California Business Database and/or your local Chamber of Commerce. If you are interested in this potential opportunity to participate as a Supplier, Vendor, or Contractor, please:  Complete the questionnaire and provide a description of your business and its operations and a statement describing how your company will add value to SSP’s concessions by clicking this link Online Questionnaire: https://form.jotform.com/223615998711162 If you have any questions, please reach out to: Heather Barry SSP America, Inc. Vice President of Strategic Partnerships JVPartners@foodtravelexperts.com CONFIDENTIAL AND PROPRIETARY The information provided in this file is not to be used for unsolicited advertising, spam, or any other unauthorized use. Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes A TOUCH OF CLASS Transportation, Inc. Touch of Class Limousines Deena Papagni 2650 N Argyle Avenue, 101 Fresno CA 93727 2650 N Argyle Avenue, 101 Fresno CA 93703 559-438-5466 559-438-5467 deena@touchofclasslimo.com http://www.touchofclasslimo.com Fresno DBE Other Minority Female Fresno 46144 485320 - Limousine Service; 485999 - All Other Transit and Ground Passenger Transportation; E4110 - LOCAL & SUBURBAN TRANSPORATION ACE FENCE COMPANY Robert Villarreal PO BOX 12102, 2331 S TULIP ST (ZIP 93721)FRESNO CA 93776 PO BOX 12102 FRESNO CA 93776 559-268-1438 559-268-1467 robert18@acefencefresno.com Fresno DBE Hispanic American Male Fresno 8914 238990 - All Other Specialty Trade Contractors; C8000 - FENCINGALAN MOK ENGINEERING Alan Mok 7415 N. PALM AVENUE STE. 101 FRESNO CA 93711 7415 N. PALM AVENUE STE. 101 FRESNO CA 93711 559-432-6879 559-432-6897 alan@alanmokengineering.com Fresno DBE Asian-Pacific American Male Fresno 37923 541330 - Engineering services; 541370 - Surveying and Mapping (except Geophysical) Services; C8720 - CIVIL ENGINEERING; C9826 - LAND SURVEYING ALERT-O-LITE, INC Debbie Hunsaker 2379 S G STREET FRESNO CA 93721 P.O. BOX 12224 FRESNO CA 93777 559-453-2474 559-453-3250 debbieh@alertolite.com http://www.alertolite.com Fresno DBE Caucasian Female Fresno 16345 238990 - All Other Specialty Trade Contractors; 423610 - Electrical Apparatus and Equipment, Wiring Supplies, and Related Equipment Merchant Wholesalers; 423830 - Industrial Machinery and Equipment Merchant Wholesalers; 423990 - Billboards merchant wholesalers; 532412 - Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing; C0612 - SAFETY EQUIPMENT SUPPLIER; C0683 - GUARD RAILING & BARRIERS SUPPLIER; C0686 - ELECTRICAL & SIGNALS SUPPLIER; C0699 - TOOLS SUPPLIER; C1200 - CONSTRUCTION AREA SIGNS; C1290 - TEMPORARY RAILING (TYPE K); C5601 - SIGN STRUCTURE; C5620 - ROADSIDE SIGN; C9907 - CONSTRUCTION EQUIPMENTAL RENTAL; C9908 - HEAVY EQUIPMENT RENTAL; D3490 - MISC FABRICATED METAL PRODUCTS; D3990 - MISC MANUFACTURES; F5070 - HARDWARE, PLUMBING & HEATING EQUIPMENT; F5090 - MISC DURABLE GOODS AMERICAN DOCK AND DOOR ANTHONY BROWN 3725 W. GETTYSBURG FRESNO CA 93722 3725 W. GETTYSBURG FRESNO CA 93722 559-351-7074 559-274-9120 americandd1b@aol.com Fresno DBE Black American Male Fresno 41745 238290 - Other Building Equipment Contractors; 238990 - All Other Specialty Trade Contractors; 332323 - Ornamental and Architectural Metal Work Manufacturing; C0656 - DOORS & FRAMES SUPPLIER; C9865 - DOOR INSTALLATION SERVICES Arguello Concrete Construction, Inc.CHRIS ARGUELLO 5753 N. MARIPOSA FRESNO CA 93710 5753 N. MARIPOSA FRESNO CA 93710 559-779-3068 559-261-9885 arguelloconcrete@sbcglobal.net Fresno DBE Hispanic American Male Fresno 38342 238110 - Poured Concrete Foundation and Structure Contractors; C5105 - MINOR CONCRETE STRUCTURE; C5110 - CONCRETE SURFACE FINISH; C7301 - CONCRETE CURB & SIDEWALK- MISC Asante Paint & Décor Asante Paint & Decor Glenn Comfort 1138 W. Pinedale Ave Fresno CA 93711 1138 W. Pinedale Ave Fresno CA 93711 559-492-0738 000-000-0000 asantepaintco@yahoo.com http://asante paint & décor Fresno DBE Black American Male Fresno 51363 238320 - Painting and Wall Covering Contractors AZ Rebar, Inc.Antonio Zamora 2518 W. Holland Ave Fresno CA 93705 P.O. Box 9253 Fresno CA 93791 559-776-1119 azamora@azrebar.net Fresno DBE Hispanic American Male Fresno 51358 238110 - Poured Concrete Foundation and Structure Contractors; 238120 - Structural Steel and Precast Concrete Contractors; C0652 - REINFORCING BAR SECTION SUPPLIER; C5180 - SOUND WALL (MASONRY BLOCK-CONCRETE); C5201 - REINFORCING STEEL; C9829 - RETAINER WALLSBARCUS STRUCTURAL ENGINEERING CHRISTY BARCUS 7600 N. PALM, SUITE 200 FRESNO CA 93711 7600 N. PALM, SUITE 200 FRESNO CA 93711 559-261-8585 559-261-8580 christina@barcusinc.com http://www.barcusinc.com Fresno DBE Native American Female Fresno 39137 541340 - Drafting services; 541690 - Other Scientific and Technical Consulting Services; 541922 - Commercial Photography; C8765 - DRAFTING; I7220 - PHOTOGRAPHIC STUDIOS, PORTRAIT BBL TATUM TRUCKING Leevel Tatum 2695 N HANOVER FRESNO CA 93722 2695 N HANOVER FRESNO CA 93722 559-960-8208 559-275-9220 bbltatum@gmail.com Fresno DBE Black American Male Fresno 41742 484110 - General freight trucking, local; 484121 - General Freight Trucking, Long- Distance, Truckload; 484122 - General Freight Trucking, Long-Distance, Less Than Truckload; C9605 - FLAT BED TRUCKING; C9774 - TRUCKERBest Uniforms BILLIE S TALLEY, INC BILLIE S.TALLEY 5091 N Fresno St, Suite 112 Fresno CA 93710 5091 N Fresno St, Suite 112 Fresno CA 93710 559-226-4235 559-226-4280 bestuniforms@att.net Fresno DBE Caucasian Female Fresno 26967 F5990 - RETAIL STORES, NECCENTRAL VALLEY REINFORCING VICTOR ZAMORA 2301 W BELMONT AVE FRESNO CA 93728 P.O. BOX 9669 FRESNO CA 93793 559-365-0340 vzamora@cvrfresno.com Fresno DBE Hispanic American Male Fresno 46530 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238110 - Poured Concrete Foundation and Structure Contractors; 238120 - Structural Steel and Precast Concrete Contractors; C0652 - REINFORCING BAR SECTION SUPPLIER; C5180 - SOUND WALL (MASONRY BLOCK-CONCRETE); C5201 - REINFORCING STEEL; C9829 - RETAINER WALLSCJF HARRIS DISPOSAL SERVICES Floyd D Harris, Jr 313 W VALENCIA FRESNO CA 93706 313 W VALENCIA FRESNO CA 93706 559-790-4277 cjfharriscompany@gmail.com http://xyfloyd.wixsite.com/cjf-harris- disposal Fresno DBE Black American Male Fresno 45869 CLA ENTERPRISES LLC LYNNE V JONES 4860 E LANE AVE UNIT 213 FRESNO CA 93727 4860 E LANE AVE UNIT 213 FRESNO CA 93727 559-288-4937 508-216-8848 lynne@claenterprises.com Caltrans DBE Black American Female 48793 454210 - Vending Machine Operators (changed in 2022 codeset to 445132); F5960 - NONSTORE RETAILERS CLAY MIRANDA TRUCKING, INC.DEBORA COOPER 3220 W. BELMONT FRESNO CA 93722 PO BOX 11983 FRESNO CA 93776 559-275-5654 559-275-6091 debbie@cmtink.com Fresno DBE Hispanic American Female Fresno 5568 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 484110 - General freight trucking, local; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C0625 - SAND & GRAVEL SUPPLIER (BULK ITEM); C0639 - ASPHALT SUPPLIER (BULK ITEM); C9602 - BOTTOM DUMP TRUCKING; C9605 - FLAT BED TRUCKING; C9670 - TRUCK RENTAL; C9771 - TRUCKER BROKER; C9774 - TRUCKER CWES, INC.MICHAEL WILLIAMS 3065 N. SUNNYSIDE, #101 FRESNO CA 93727 3065 N. SUNNYSIDE, #101 FRESNO CA 93727 559-346-1251 559-346-0295 mjwms@calwes.com Fresno DBE Black American Male Fresno 40895 236118 - Residential Remodelers; 236210 - Industrial Building Construction; 238310 - Drywall and Insulation Contractors; 238390 - Other Building Finishing Contractors; C9801 - BUILDING CONSTRUCTION; C9822 - CARPENTRY; C9846 - ADDITIONS, ALTERATIONS OR REPAIRS CY ENGINEERING CHER YANG 229 S. LEAD FRESNO CA 93706 229 S. LEAD FRESNO CA 93706 559-840-5333 559-228-3063 cheryang11@hotmail.com Fresno DBE Asian-Pacific American Male Fresno 40894 541330 - Engineering services; C1210 - TRAFFIC COUNT; C8609 - TRAFFIC COUNT STATION; C8710 - ENGINEERING; C8720 - CIVIL ENGINEERING Dan's Construction Dan's Construction Daniel Acre 6895 W. Stuart Ave Fresno CA 93723 6895 W. Stuart Ave Fresno CA 93723 559-304-2208 dansconstruction@gmail.com Fresno DBE Hispanic American Male Fresno 51353 236115 - New Single-Family Housing Construction (except For-Sale Builders); 236116 - New Multifamily Housing Construction (except For-Sale Builders); 236118 - Residential Remodelers; C9801 - BUILDING CONSTRUCTION; C9802 - Building Construction; C9810 - SMALL STRUCTURES; C9811 - SMALL STRUCTURES - For historic reporting purposes only Donald Miranda Trucking Inc DONALD MIRANDA TRUCKING, INC.RENEE MIRANDA 1510 S Brawley Fresno CA 93706 P O BOX 12565 FRESNO CA 93778 559-276-2003 559-276-2011 renee@donaldmirandatrucking.com Fresno DBE Caucasian Female Fresno 50607 423320 - Gravel, construction, merchant wholesalers; 484110 - General freight trucking, local; 484220 - Dump trucking (e.g., gravel, sand, top-soil) DRAGON MATERIAL TRANSPORT, INC.Summer Bradford 1638 W Jensen Ave Fresno CA 93706 P.O. BOX 27800 FRESNO CA 93729 559-351-8822 559-276-0818 summer.bradford@dragonmaterial.com http://summer.bradford@dragonmaterial. com Caltrans DBE Hispanic American Female Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Terminals) Fresno 37444 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 424720 - Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Terminals); 484110 - General freight trucking, local; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C0624 - PETROLEUM, OIL, LUBRICANTS SUPPLIER (BULK ITEM); C9602 - BOTTOM DUMP TRUCKING; C9608 - ASPHALT OIL TANKERS; C9771 - TRUCKER BROKER; C9774 - TRUCKER; F5170 - PETROLEUM & PETROLEUM PRODUCTS ELECTRICAL POWER SOURCE Beatrice Pino 5796 S. Elm Avenue FRESNO CA 93706 5796 S. Elm Avenue FRESNO CA 93706 559-268-2861 electricalpowersource@yahoo.com http://electricalpowersourceinc.com Caltrans DBE Hispanic American Female Electrical Contractors and Other Wiring Installation Contractors Fresno 49772 238210 - Electrical Contractors and Other Wiring Installation Contractors; C9858 - RESIDENTIAL ELECTRICAL; C9859 - Commercial Electrical CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes EMMETT VALLEY CONSTRUCTION, INC.JESSE EMMETT 9662 W. Kearney Blvd FRESNO CA 93706 9662 W. Kearney Blvd FRESNO CA 93706 559-275-4335 559-277-3485 jesse@movendirt.com Fresno DBE Hispanic American Male Fresno 42730 237210 - Land Subdivision; 237990 - Other Heavy and Civil Engineering Construction; 238910 - Site Preparation Contractors; 238990 - All Other Specialty Trade Contractors; C1901 - ROADWAY EXCAVATION; C1910 - GRADING; C1930 - STRUCTURE BACKFILL; C3901 - ASPHALT CONCRETEESP Surveying, Inc.ESPINOSA SURVEYING INC Joanne Espinosa 2598 N. Miami Ave FRESNO CA 93727 2598 N. Miami Ave FRESNO CA 93727 559-442-0883 559-442-0884 info@espls.com http://www.espls.com Fresno DBE Hispanic American Female Fresno 12505 541370 - Surveying and Mapping (except Geophysical) Services; C0700 - CONSTRUCTION STAKING SUPPLIER; C8760 - LAND SURVEYORF G CONCRETE CONSTRUCTION FRANCISCO GOMEZ 1436 N. Valentine Ave FRESNO CA 93722 1436 N. Valentine Ave FRESNO CA 93722 559-313-7984 559-840-1220 fgconcrete2014@gmail.com Fresno DBE Hispanic American Male Fresno 41972 237310 - Highway, Street, and Bridge Construction; 238110 - Poured Concrete Foundation and Structure Contractors; C7301 - CONCRETE CURB & SIDEWALK- MISCFANCY TOUCH JANITORIAL SERVICES JUANITA GONZALES 4816 E SHIELDS AVE FRESNO CA 93726 P O BOX 12045 FRESNO CA 93776 559-456-3700 559-456-9319 fancytouchjanitorial@gmail.com http://www.fancytouch.com Fresno DBE Hispanic American Female Fresno 27606 561720 - Venetian blind cleaning services; I7340 - SERVICES TO BUILDINGS; I7341 - JANITORIAL SERVICES; I7349 - BUILDING MAINTENANCE SERVICES FLOW SYNERGY BUSINESS ALLIANCE CHERYL FLOWERS 8114 N. WINERY AVE.FRESNO CA 93720 7726 N. FIRST ST. #388 FRESNO CA 93720 559-554-2711 cherylflowers@flowsba.com http://www.flowsnergybusinessalliance.co m Caltrans DBE Black American Female 43472 541611 - Administrative Management and General Management Consulting Services; 541613 - Marketing consulting services; 611430 - Professional and Management Development Training; C8700 - CONSULTANT, NON-ENGINEERING; C8701 - BUSINESS ADMINISTRATION; C8714 - CONSULTANT, BUSINESS/MANAGEMENT FRESNO CONCRETE CONSTRUCTION, INC.RAY BECERRA 5450 S VILLA AVE FRESNO CA 93725 5450 S VILLA AVE FRESNO CA 93725 559-834-2031 559-834-2064 josie@fresnoconcreteconst.com Fresno DBE Hispanic American Male Fresno 203 237310 - Highway, Street, and Bridge Construction; 238110 - Poured Concrete Foundation and Structure Contractors; 238990 - All Other Specialty Trade Contractors; C5105 - MINOR CONCRETE STRUCTURE; C5120 - FURNISH PRECAST CONCRETE DECK UNIT; C5135 - MASONRY BLOCK SOUND WALL; C5136 - REINFORCED CONCRETE CRIB WALL; C5150 - CORE CONCRETE – REPAIR BRIDGE DECK; C5180 - SOUND WALL (MASONRY BLOCK- CONCRETE); C7301 - CONCRETE CURB & SIDEWALK- MISC GOOD2GO TRUCKING, INC.Tin Ngo 2563 E YEARGIN AVE FRESNO CA 93611 2563 E YEARGIN AVE FRESNO CA 93611 559-776-2255 good2gotrucks@gmail.com Caltrans DBE Asian-Pacific American Male 47270 484110 - General freight trucking, local; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C9602 - BOTTOM DUMP TRUCKING GRAND BRIDGE INC Sami Mourtada 2208 W. Beechwood Avenue Fresno CA 93711 2208 W. Beechwood Avenue Fresno CA 93711 559-433-5919 smourtada@grandbridgeinc.com http://www.grandbridgeinc.com Fresno DBE Hispanic American Male Fresno 45791 237130 - Power and Communication Line and Related Structures Construction; 237310 - Highway, Street, and Bridge Construction; 238120 - Structural Steel and Precast Concrete Contractors; 238190 - Welding, on-site, contractors; 238910 - Site Preparation Contractors; C1980 - IMPORTED BORROW; C2030 - EROSION CONTROL; C2065 - IRRIGATION SYSTEM; C2066 - TEMPORARY EROSION CONTROL (deactivated code 08-2021); C2800 - CONCRETE BASE; C3600 - PENETRATION TREATMENT & PRIME COAT; C5100 - CONCRETE STRUCTURE; C5105 - MINOR CONCRETE STRUCTURE; C5110 - CONCRETE SURFACE FINISH; C5111 - CONCRETE OVERLAY – DRILL & BOND; C5135 - MASONRY BLOCK SOUND WALL; C5136 - REINFORCED CONCRETE CRIB WALL; C5180 - SOUND WALL (MASONRY BLOCK- CONCRETE); C7036 - WELDING CONTRACTOR; C7041 - JACKED WELDED STEEL PIPE; C7250 - SACKED CONCRETE; C7301 - CONCRETE CURB & SIDEWALK- MISC; C7505 - MISC BRIDGE METAL PUMPING PLANT METAL; C9905 - CUTTING GSM Maravilla Alejandra Maravilla 3017 E Saginaw Way Fresno CA 93726 3017 E Saginaw Way Fresno CA 93726 559-317-5384 gsmmaravilla@gmail.com Fresno DBE Hispanic American Female Fresno 51245 541611 - Administrative Management and General Management Consulting Services; 561110 - Office Administrative Services; C8801 - CONSTRUCTION PROJECT AND DOCUMENT CONTROL; C8802 - CONSTRUCTION SCHEDULING H & C CONSTRUCTION LLC Sean Connor 7448 E RAMONA WAY FRESNO CA 93737 7448 E RAMONA WAY FRESNO CA 93737 559-917-4610 hc.construction.mail@gmail.com Caltrans DBE Asian-Pacific American Male 47733 115310 - Support Activities for Forestry; 484220 - Specialized Freight (except Used Goods) Trucking, Local; C9606 - WATER TRUCKHORNBECK CONSULTING SHONDA HORNBECK 945 E BUCKINGHAM WAY FRESNO CA 93704 PO BOX 16252 FRESNO CA 93755 559-214-7916 shonda@hornbeckconsulting.com http://hornbeckconsulting.com Caltrans DBE Black American Female Administrative Management and General Management Consulting Services Fresno 48370 541611 - Administrative Management and General Management Consulting Services; 561920 - Convention and Trade Show Organizers; 624120 - Services for the Elderly and Persons with Disabilities; 925120 - Administration of Urban Planning and Community and Rural Development; C8714 - CONSULTANT, BUSINESS/MANAGEMENT; C8831 - HOUSING STUDIES; C8833 - DISABLED ISSUES/ STUDIES; I7295 - Conference & Event Planning HUNSAKER SAFETY & SIGN, INC.Debbie L.Hunsaker 2020 N. WINERY AVE FRESNO CA 93703 P.O. BOX 11487 FRESNO CA 93773 559-255-7446 559-453-3250 debbieh@hunsakersafety.com http://www.hunsakersafety.com Fresno DBE Caucasian Female Fresno 29337 238990 - All Other Specialty Trade Contractors; 561990 - All Other Support Services; C1200 - CONSTRUCTION AREA SIGNS; C1201 - TRAFFIC CONTROL SYSTEM IMPERIAL ELECTRIC SERVICE Windell Pascascio 4980 E. University Ave, 107 Fresno CA 93727 4980 E. University Ave, 107 Fresno CA 93727 559-374-6484 windell@imperialelectricservice.com http://www.imperialelectricservice.com Fresno DBE Black American Male Fresno 46438 238210 - Electrical Contractors and Other Wiring Installation Contractors; D3640 - ELECTRIC LIGHTING & WIRING EQUIPMENT; E4910 - ELECTRIC SERVICESINNOVATION COMMERCIAL FLOORING Vickie Goudreau 1418 N. DEARING FRESNO CA 93703 1418 N. DEARING FRESNO CA 93703 559-439-8800 icflooring_vickie@yahoo.com http://www.icflooring.com Fresno DBE Caucasian Female Fresno 39839 423390 - Other Construction Material Merchant Wholesalers; 423930 - Recyclable Material Merchant Wholesalers; 442210 - Floor Covering Stores (changed in 2022 codeset); 541410 - Interior design services; 541490 - Other Specialized Design Services; 561740 - Carpet and Upholstery Cleaning Services; 561790 - Other Services to Buildings and Dwellings; F5030 - LUMBER AND CONSTRUCTION MATERIAL; F5090 - MISC DURABLE GOODS; F5210 - LUMBER & OTHER BUILDING MATERIALS; I7388 - INTERIOR DECORATING & DESIGN James Hendricks and Assoc., Inc.Kenneth Hendricks 4949 N Crystal Ave, Suite 140 Fresno CA 93705 4949 N Crystal Ave, Suite 140 Fresno CA 93705 559-243-1000 559-243-2177 lokubo@jameshendricksandassoc.com http://jameshendricksandassociates.com Fresno DBE Black American Male Fresno 51222 53111 - Lessors of Residential Buildings and Dwellings; 53112 - Lessors of Nonresidential Buildings (except Miniwarehouses); 53119 - Lessors of Other Real Estate Property; 53121 - Offices of Real Estate Agents and Brokers; 53131 - Real Estate Property Managers; 53132 - Offices of Real Estate Appraisers; 53139 - Other Activities Related to Real Estate Jaymor Enterprises, Inc.Manufacturer's Warehouse Gerald Moreno 2071 SERNA AVE CLOVIS CA 93619 PO BOX 28025 FRESNO CA 93729 559-435-4321 559-322-6847 jerry@jaymors.com http://www.jaymors.com Fresno DBE Hispanic American Male Fresno 26300 325998 - All Other Miscellaneous Chemical Product and Preparation Manufacturing; 423860 - Transportation Equipment and Supplies (except Motor Vehicle) Merchant Wholesalers; C0624 - PETROLEUM, OIL, LUBRICANTS SUPPLIER (BULK ITEM); F5080 - MICHINERY, EQUIPMENT, & SUPPLIES; F5082 - TRANSIT RAIL SUPPLIES; F5088 - TRANSPORTATION EQUIPMENT & SUPPLIES; F5089 - BUS PARTS AND SUPPLIES; F5171 - LUBRICANTS JK Consulting Group, LLC Jason Ellard 6075 E Fedora Ave Fresno CA 93727 6075 E Fedora Ave Fresno CA 93727 559-246-4204 jellard@jkconsultinggroupllc.com http://www.jkconsultinggroupllc.com Fresno DBE Black American Male Fresno 50962 541620 - Environmental consulting services CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes JLB Traffic Engineering, Inc.JOSE LUIS BENAVIDES 5928 E KAVILAND AVE FRESNO CA 93727 5928 E KAVILAND AVE FRESNO CA 93727 559-570-8991 559-317-6854 jbenavides@jlbtraffic.com http://www.jlbtraffic.com Fresno DBE Hispanic American Male Fresno 42480 541330 - Engineering services; 541690 - Other Scientific and Technical Consulting Services; C1210 - TRAFFIC COUNT; C8609 - TRAFFIC COUNT STATION; C8703 - TRAFFIC ENGINEER; C8705 - DESIGN; C8710 - ENGINEERING; C8715 - CONSULTANT, ENGINEERING; C8720 - CIVIL ENGINEERING; C8834 - BICYCLE, PEDESTRIAN STUDIES; C8850 - TRAFFIC MANAGEMENT/ OPERATIONSJNL MECHANICAL DESIGN Joelon Chinn 4938 E. YALE, SUITE #101 FRESNO CA 93727 4938 E. YALE, SUITE #101 FRESNO CA 93727 559-656-1170 joelon@jnlmech.com Caltrans DBE Hispanic American Female 47429 541330 - Engineering services; C8710 - ENGINEERINGKoolBreeze Solar Hat, Inc VERNICE NELLON 3743 East Jensen Avenue Fresno CA 93725 5334 N.West Ave FRESNO CA 93711 559-456-8510 vnellon@koolbreezesolathats.com Caltrans ACDBE Black American Female Wholesale Trade Agents and Brokers 50416 425120 - Wholesale Trade Agents and Brokers; G1001 - Drop-Shipper; G1003 - WHOLESALE TRADE AGENTS AND BROKERS KoolBreeze Solar Hat, Inc VERNICE NELLON 3743 East Jensen Avenue Fresno CA 93725 5334 N.West Ave FRESNO CA 93711 559-456-8510 vnellon@koolbreezesolarhats.com Caltrans DBE Black American Female Wholesale Trade Agents and Brokers Fresno 50416 425120 - Wholesale Trade Agents and Brokers; G1001 - Drop-Shipper; G1003 - WHOLESALE TRADE AGENTS AND BROKERS LASAR Underground Construction, Inc Lorene Griswold 2929 N Burl Ave FRESNO CA 93727 2929 N Burl Ave FRESNO CA 93727 559-291-1024 559-291-0624 lorrieg@lasarunderground.com http://www.lasarundergroundinc.com Fresno DBE Caucasian Female Fresno 41241 237110 - Water and Sewer Line and Related Structures Construction; 237120 - Oil and Gas Pipeline and Related Structures Construction; 237130 - Power and Communication Line and Related Structures Construction; 237210 - Land Subdivision; C7000 - PLASTIC PIPE; E4810 - TELEPHONE COMMUNICATIONS; E4890 - COMMUNICATIONS SERVICES, NEC; E4930 - COMBINATION UTILITY SERVICES M J AVILA COMPANY, INC.Mary Jo Avila 7258 W. Rialto Ave.FRESNO CA 93723 7258 W. Rialto Ave.FRESNO CA 93723 559-276-1258 559-846-7610 maryjoa@mjavila.com http://www.mjavila.com Fresno DBE Hispanic American Female Fresno 41307 236210 - Industrial Building Construction; 236220 - Commercial and Institutional Building Construction; 237110 - Water and Sewer Line and Related Structures Construction; 237120 - Oil and Gas Pipeline and Related Structures Construction; 237130 - Power and Communication Line and Related Structures Construction; 237210 - Land Subdivision; 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238910 - Site Preparation Contractors; 238990 - All Other Specialty Trade Contractors; 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 423390 - Other Construction Material Merchant Wholesalers; 532412 - Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing; C0625 - SAND & GRAVEL SUPPLIER (BULK ITEM); C0639 - ASPHALT SUPPLIER (BULK ITEM); C0651 - CONCRETE & CEMENT SUPPLIER (BULK ITEM); C0670 - PIPE SUPPLIER; C0671 - DRAINAGE SYSTEMS SUPPLIER; C0672 - STORM WATER SYSTEMS SUPPLIER; C0698 - BUILDING MATERIAL SUPPLIER; C2501 - ( ) Magic Touch Consulting LLC Leah Turner 459 N Howard Street Fresno CA 93701 459 N Howard Street Fresno CA 93701 707-689-9483 info@magictouchconsultingllc.com http://magictouchconsultingllc.com Fresno DBE Black American Female Professional development training and advertising materials Fresno 50667 323111 - Advertising materials (e.g., coupons, flyers) commercial printing (except screen) without publishing; 611430 - Professional and Management Development Training MARTINEZ CONSTRUCTION INDUSTRIES DANNY MARTINEZ 4398 N. DANTE AVE FRESNO CA 93722 4398 N. DANTE AVE FRESNO CA 93722 559-860-8348 bci.martinez@yahoo.com Fresno DBE Hispanic American Male Fresno 39871 238130 - Framing contractors; 238190 - Welding, on-site, contractors; C9822 - CARPENTRY; C9835 - LATHING; C9836 - PLASTERING MASS X INC.JENNIFER FOSTER 2524 N. FORDHAM AVENUE FRESNO CA 93727 2524 N. FORDHAM AVENUE FRESNO CA 93727 559-294-1075 559-294-1463 massx6@hotmail.com Fresno DBE Caucasian Female Fresno 39715 237210 - Land Subdivision; 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238910 - Site Preparation Contractors; C1901 - ROADWAY EXCAVATION; C1910 - GRADING; C1920 - STRUCTURE EXCAVATION; C1930 - STRUCTURE BACKFILL; C1970 - EMBANKMENT CONSTRUCTION; C2501 - AGGREGATE SUBBASE (AS); C2602 - AGGREGATE BASE (AB); C3901 - ASPHALT CONCRETENew Energy Westcoast, Inc.PRISCA THOMAS 3754 W Holland Ave FRESNO CA 93722 3754 W Holland Ave FRESNO CA 93722 559-681-1182 prisca@newenergywestcoast.com Fresno DBE Caucasian Female Fresno 50963 424720 - Petroleum and Petroleum Products Merchant Wholesalers (except Bulk Stations and Terminals); F5170 - PETROLEUM & PETROLEUM PRODUCTS; F5171 - LUBRICANTSORITO AND ASSOCIATES REYNALDO ORITO 509 W. Vartikian Fresno CA 93704 509 W. Vartikian Fresno CA 93704 559-240-4539 rorito@oritoassociates.com Fresno DBE Asian-Pacific American Male Fresno 40353 541330 - Engineering services; C8720 - CIVIL ENGINEERING; C8773 - CONSTRUCTION MANAGEMENT – HIGHWAY, STREET, AND BRIDGE CONSTRUCTION; C8776 - CONSTRUCTION MANAGEMENT – OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION PAULI ENGINEERING, INC.PATRICIA PAULI 2501 W. SHAW, SUITE 121 FRESNO CA 93711 2501 W. SHAW, SUITE 121 FRESNO CA 93711 559-237-4408 559-237-4409 admin@pauliengineering.com http://pauliengineering.com/Fresno DBE Hispanic American Male Fresno 28052 541310 - Architectural Services; 541330 - Engineering services; 541340 - Drafting services; C8710 - ENGINEERING; C8716 - ARCHITECTURAL ENGINEER; C8720 - CIVIL ENGINEERING; C8765 - DRAFTING PHOENIX PRIVATE PATROL AND SECURITY EDDIE RODRIGUEZ 1305 W. BULLARD, SUITE 12 FRESNO CA 93711 1305 W. BULLARD, SUITE 12 FRESNO CA 93711 559-224-0646 559-261-1764 phoenixfresno@yahoo.com http://phoenixfresno.com Fresno DBE Hispanic American Male Fresno 39654 561612 - Security guards and patrol services; 561621 - Security Systems Services (except Locksmiths); I7382 - SECURITY SYSTEMS SERVICESQUANTUM CONSTRUCTION COMPANY David Soto 6083 NORTH FIGARDEN DRIVE # 140 FRESNO CA 93722 6083 NORTH FIGARDEN DRIVE # 140 FRESNO CA 93722 559-318-6002 david.soto@quantumconstructionco.com http://quantumconstructionco.com Fresno DBE Hispanic American Male Fresno 41743 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238110 - Poured Concrete Foundation and Structure Contractors; 238990 - All Other Specialty Trade Contractors; 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 541618 - Other Management Consulting Services; C5105 - MINOR CONCRETE STRUCTURE; C7301 - CONCRETE CURB & SIDEWALK- MISC; C8700 - CONSULTANT, NON- ENGINEERING; C8714 - CONSULTANT, BUSINESS/MANAGEMENT; C8773 - CONSTRUCTION MANAGEMENT – HIGHWAY, STREET, AND BRIDGE CONSTRUCTION; C8776 - CONSTRUCTION MANAGEMENT – OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION Quin Coatings, Inc Quin Co Jeezal Quintana 2856 E Muncie Ave Fresno CA 93720 2856 E Muncie Ave Fresno CA 93720 559-360-5399 quincoatings@gmail.com Fresno DBE Hispanic American Female Fresno 51340 238110 - Poured Concrete Foundation and Structure Contractors; 238190 - Other Foundation, Structure, and Building Exterior Contractors; 238390 - Other Building Finishing ContractorsRecruitment Alley Alley Her 2505 W Shaw Ave, Ste 150 Fresno CA 93711 2505 W Shaw Ave, Ste 150 Fresno CA 93711 559-579-7791 trai@recruitmentalley.com https://www.recruitmentalley.com Fresno DBE Asian-Pacific American Female Fresno 51120 561311 - Employment Placement Agencies; 561320 - Temporary employment services ROBINA WRIGHT ARCHITECT & ASSOCIATES INC.ROBINA WRIGHT 4025 N Fresno Ste, 107 Fresno CA 93726 4025 N Fresno Ste, 107 Fresno CA 93726 559-307-7232 559-896-1510 randy@robinawrightarchitect.com http://www.robinawrightarchitect.com Fresno DBE Asian-Pacific American Female Fresno 41101 541310 - Architectural Services; 541340 - Drafting services; 541350 - Building inspection services; C8704 - ARCHITECTURAL; C8705 - DESIGN; C8765 - DRAFTING; C8830 - ENERGY STUDIES; C8833 - DISABLED ISSUES/ STUDIES; C8838 - MOBILITY STUDIES – DISABLED CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes SAM'S EQUIPMENT & SUPPLIES SAMUEL CALLISON 5656 COLUMBIA DR S., 495 N Marks Fresno, CA 93706 FRESNO CA 93727 PO BOX 7797 FRESNO CA 93747 559-252-0354 559-251-1119 samsequipment@comcast.net http://www.samsequipmentandsupplies.c om Fresno DBE Native American Male Fresno 34479 423320 - Brick, Stone, and Related Construction Material Merchant Wholesalers; 423390 - Other Construction Material Merchant Wholesalers; 423610 - Electrical Apparatus and Equipment, Wiring Supplies, and Related Equipment Merchant Wholesalers; 423990 - Billboards merchant wholesalers; 532412 - Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing; C0612 - SAFETY EQUIPMENT SUPPLIER; C0620 - LANDSCAPING & NURSERY SUPPLIER; C0621 - LANDSCAPING MATERIALS SUPPLIER; C0625 - SAND & GRAVEL SUPPLIER (BULK ITEM); C0670 - PIPE SUPPLIER; C0683 - GUARD RAILING & BARRIERS SUPPLIER; C0686 - ELECTRICAL & SIGNALS SUPPLIER; C9907 - CONSTRUCTION EQUIPMENTAL RENTAL; I7350 - MISC EQUIPMENT RENTAL & LEASING SCHOLARDEV APPS, LLC ScholarDev Homer Green Jr 1318 E. Shaw Ave, Suite 202 Fresno CA 93710 1318 E. Shaw Ave, Suite 202 Fresno CA 93710 559-269-2557 hgreene@scholardevapps.com http://scholardevapps.com Fresno DBE Black American Male Fresno 46450 541511 - Custom Computer Programming Services; C8711 - COMPUTER; C8766 - COMPUTER-AIDED DESIGN & DRAFTING (CADD); F5045 - COMPUTER PERIPHERALS & SOFTWARE SCRUBCAN INC Corey Jackson 4140 N Knoll Dr Fresno CA 93722 4140 N Knoll Dr Fresno CA 93722 559-375-5252 corey@scrubcan.com http://www.scrubcan.com Fresno DBE Black American Male Fresno 45872 561720 - Venetian blind cleaning services; 561740 - Carpet and Upholstery Cleaning Services; 561790 - Other Services to Buildings and Dwellings; 562998 - All Other Miscellaneous Waste Management Services; E4953 - WASTE COLLECTION AND DISPOSAL; I7210 - LAUNDRY, CLEANING, & GARMENTS; I7340 - SERVICES TO BUILDINGS; I7341 - JANITORIAL SERVICES STAIRWAY FABRICATORS INC ALFREDO ARREGUIN 4637 E. WHITE AVENUE FRESNO CA 93702 4637 E. WHITE AVENUE FRESNO CA 93702 559-251-1447 559-251-4169 admin@stairwayfabricators.com Fresno DBE Hispanic American Male Fresno 32142 238190 - Welding, on-site, contractors; 332323 - Ornamental and Architectural Metal Work Manufacturing; C7500 - MISC IRON & STEEL FRAME, COVER & GRATE; D3440 - FABRICATED STRUCTURAL METAL PRODUCTS; D3470 - METAL SERVICES, NEC; D3490 - MISC FABRICATED METAL PRODUCTS STEVE DOVALI CONSTRUCTION, INC.TIM DOVALI 8461 E. OLIVE FRESNO CA 93737 8461 E. OLIVE FRESNO CA 93737 559-255-7603 559-456-2843 dovaliconstruction@gmail.com Fresno DBE Hispanic American Male Fresno 40887 237110 - Water and Sewer Line and Related Structures Construction; 237310 - Highway, Street, and Bridge Construction; 237990 - Other Heavy and Civil Engineering Construction; 238110 - Poured Concrete Foundation and Structure Contractors; C1910 - GRADING; C3901 - ASPHALT CONCRETE; C5105 - MINOR CONCRETE STRUCTURE; C7000 - PLASTIC PIPE; C7140 - CLAY SEWER PIPE; C7191 - SEWER MANHOLE; C7301 - CONCRETE CURB & SIDEWALK- MISC; C9801 - BUILDING CONSTRUCTION; C9810 - SMALL STRUCTURES; C9822 - CARPENTRY TOURE' ASSOCIATES ENVIRONMENTAL ENGINEERING INC T'SHAKA TOURE'1485 BAYSHORE BLVD SUITE 427- MS158 SAN FRANCISCO CA 94124 1444 FULTON ST SUITE 121 FRESNO CA 93721 559-470-5586 559-222-8706 tshaka@toureinc.com http://www.toureassociates.com Fresno DBE Black American Male San Francisco 38267 221310 - Water Supply and Irrigation Systems; 237210 - Land Subdivision; 237310 - Highway, Street, and Bridge Construction; 238910 - Site Preparation Contractors; 484220 - Specialized Freight (except Used Goods) Trucking, Local; 541620 - Environmental consulting services; 541690 - Other Scientific and Technical Consulting Services; 541990 - All Other Professional, Scientific, and Technical Services; 562111 - Solid Waste Collection; 562119 - Debris removal services; 562211 - Hazardous Waste Treatment and Disposal; C1201 - TRAFFIC CONTROL SYSTEM; C1532 - Remove Concrete; C2030 - EROSION CONTROL; C2066 - TEMPORARY EROSION CONTROL (deactivated code 08-2021); C3901 - ASPHALT CONCRETE; C8001 - TEMPORARY FENCING; C8700 - CONSULTANT, NON- ENGINEERING; C8770 - CONSTRUCTION MANAGEMENT; C9774 - TRUCKER; C9980 - DEMOLITION; E4953 - WASTE COLLECTION AND DISPOSAL; E4954 - HAZARDOUS WASTE COLLECTION AND DISPOSAL; J9510 - ENVIRONMENTAL QUALITY TRI CITY ENGINEERING INC OSCAR M.RAMIREZ 4630 W. JENNIFER AVENUE, SUITE 101 FRESNO CA 93722 4630 W. JENNIFER AVENUE, SUITE 101 FRESNO CA 93722 559-447-9075 559-447-9074 danj@tricityengineering.com http://www.tricityengineering.com Fresno DBE Hispanic American Male Fresno 46154 541310 - Architectural Services; 541330 - Engineering services; 541370 - Surveying and Mapping (except Geophysical) Services; 541490 - Other Specialized Design Services; C8705 - DESIGN; C8762 - AERIAL/PHOTOGRAMMETRIC MAPPING SERVICES TRINITY FREIGHT SERVICES, LLC Towana Bryant 4219 SHADOW HAVEN DR.FRESNO TX 77545 PO BOX 1601 FRESNO TX 77545 281-431-0011 713-255-0083 logistics@trinityfreightservices.com http://www.trinityfreightservices.com Caltrans DBE Black American Female 47587 484121 - General Freight Trucking, Long- Distance, Truckload; 484122 - General Freight Trucking, Long-Distance, Less Than Truckload; 488510 - Freight Transportation Arrangement; 541614 - Process, Physical Distribution, and Logistics Consulting Services; C9771 - TRUCKER BROKER URBAN DIVERSITY DESIGN SHEILA HAKIMIPOUR 326 W River Ct Fresno CA 93711 326 W River Ct Fresno CA 93711 559-274-6445 sheila@urbandiversitydesign.com Fresno DBE Caucasian Female Fresno 43410 541340 - Drafting services; 541611 - Administrative Management and General Management Consulting Services; C8700 - CONSULTANT, NON-ENGINEERING; C8765 - DRAFTING V & G BUILDERS JERONIMO ANTONIO VALDEZ 4350 N Palm Ave FRESNO CA 93704 4350 N Palm Ave FRESNO CA 93704 559-805-9015 tvaldez@vg-builders.com Fresno DBE Hispanic American Male Fresno 38151 237110 - Water and Sewer Line and Related Structures Construction; 237120 - Oil and Gas Pipeline and Related Structures Construction; 237130 - Power and Communication Line and Related Structures Construction; 237310 - Highway, Street, and Bridge Construction; 238110 - Poured Concrete Foundation and Structure Contractors; C1522 - RESET, ADJUST ROADWAY ITEMS; C1575 - REMOVE BRIDGE ITEM; C1580 - MODIFY BRIDGE ITEM; C2001 - ROCK BLANKET; C4010 - PORTLAND CEMENT & CONCRETE PAVEMENT; C5100 - CONCRETE STRUCTURE; C5105 - MINOR CONCRETE STRUCTURE; C7200 - ROCK SLOPE PROTECTION; C7301 - CONCRETE CURB & SIDEWALK- MISC; C8771 - CONSTRUCTION MANAGEMENT – COMMERICAL AND INSTITUTIONAL BUILDING CONSTRUCTION; C8773 - CONSTRUCTION MANAGEMENT – HIGHWAY, STREET, AND BRIDGE CONSTRUCTION; C8775 - CONSTRUCTION MANAGEMENT – OIL AND GAS PIPELINEAND RELATED STRUCTURES CONSTRUCTION; C8776 - CONSTRUCTION MANAGEMENT – OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION C8777 Valley Workforce Compliance & Training Dominic Valdez 744 P St Ste 313 Fresno CA 93721 744 P St Ste 313 Fresno CA 93721 559-358-2513 559-775-5101 dgvaldez007@gmail.com http://https://www.valleyworkforcect.com/Fresno DBE Hispanic American Male Fresno 45881 621999 - All Other Miscellaneous Ambulatory Health Care Services; I8734 - LABORATORY TESTING AND ANALYSIS VETERANS FIRST SUPPLY INC Mark Vera 7946 N MAPLE 103 FRESNO CA 93720 7946 N MAPLE 103 FRESNO CA 93720 559-900-4583 559-900-4584 sales@veteransfirstsupply.com sales@veteransfirstsupply.com Caltrans DBE Hispanic American Male Wholesale Trade Agents and Brokers Fresno 44656 425120 - Wholesale Trade Agents and Brokers; G1000 - Non-Store Wholesale Merchant; G1003 - WHOLESALE TRADE AGENTS AND BROKERS VILLAR CONSTRUCTION, INC.MARIO RIOS 5108 E. OLIVE FRESNO CA 93727 5108 E. OLIVE FRESNO CA 93727 559-270-7692 559-251-7743 mvpainter88@msn.com Fresno DBE Hispanic American Female Fresno 40563 236115 - New Single-Family Housing Construction (except For-Sale Builders); 238320 - Electrostatic painting, on-site, contractors; C9801 - BUILDING CONSTRUCTION; C9810 - SMALL STRUCTURES; C9822 - CARPENTRY; C9854 - PAINTING STRUCTURES CONFIDENTIAL AND PROPRIETARY Company Name DBA Name Owner First Owner Last Physical Address City State Zip Mailing Address City State Zip Phone Fax Email Website Agency Certification Type Ethnicity Gender Capability County CUCP Public Directory Certification Number Commodity Codes Willbanks Environmental Consulting, Inc.Noelle Willbanks 8413 N Millbrook Ave, Suite 110 Fresno CA 93720 8413 N Millbrook Ave, Suite 110 Fresno CA 93720 559-797-4181 559-472-3063 noelle@willbanksenvco.com http://www.willbanksenvco.com Fresno DBE Caucasian Female Fresno 42149 541330 - Engineering services; 541620 - Environmental consulting services; C8710 - ENGINEERING; C8713 - CONSULTANT, ENVIRONMENTAL; C8715 - CONSULTANT, ENGINEERING; C8722 - ENVIRONMENTAL ENGINEER Yushin Consulting Group, Inc.YCG Civil Engineering Yushin Imura 1839 N Temperance Ave Fresno CA 93727 1839 N Temperance Ave Fresno CA 93727 510-228-6961 yushin@ycg.io http://www.ycg.io Fresno DBE Asian-Pacific American Male Fresno 51320 541330 - Engineering services; 541620 - Environmental Consulting Services; C8852 - SWPPP PLANNING Generated from the B2Gnow System. CONFIDENTIAL AND PROPRIETARY This document outlines the proposed scope of roles and responsibilities for this proposal. SSP America FAT, LLC MEMBER ROLES AND RESPONSIBILITIES Roles and responsibilities for the ownership and management of SSP America FAT, LLC a Delaware limited liability company (the “Company”):  SSP America, Inc. – 70%  TNT Concessions, LLC – 30% ACDBE Certified Areas of Responsibility Description of Tasks General Member Oversight and Participation Governance Participate in the governance, administration, and management of the Company’s airport restaurant business through management of the Company’s operations and as a participant in the Management Committee, in each case in accordance with (and subject to) the terms of the Agreement. Capital Make proportionate contributions of capital/working capital to the Company. Management Committee Review overall business performance. Examine and discuss trends and operational reports. Design and implement strategies and policies to further enhance the business of the Company. Consider business, landlord, and customer needs. Authorize timing and amounts of distributions. Raise issues, deliberate, determine strategic goals, and maintain active involvement in budget planning. Contribute to certain major decisions. Participate in quarterly Management Committee meetings with detailed notes and fluid communication. Review other relevant matters. General Business Management Participate in day-to-day operations with respect to management, sales, and delivery of services, operating and quality standards, procedures, and cost controls, in each case as determined by the Management Committee. Evaluate and report financial performance and results for the Concessions to the Management Committee. Devise and implement plans for improvement of the Concessions as may be identified during performance evaluations and through P&Ls and other available financial information. Recommend improvements to overall profitability. Evaluate the work performance of the Company’s management employees and other staff working at the Concessions. Attend airport concessions meetings and communicate results to CONFIDENTIAL AND PROPRIETARY the Members. Identify potential food and beverage-related expansion opportunities at the Airport. Address customer service issues. Specific Member Business Responsibilities SSP America (Non-ACDBE Member) Manage the build-out, operation, and oversight of the Concessions. • In collaboration with the other Members, uphold certain provisions of the Agreement, including with respect to: • Company working capital • Food and beverage operations • Design and construction • Purchasing goods, supplies, and equipment • Legal matters (e.g., contracts, including mortgages, leases, construction contracts, and other vendor contracts and insurance) • Payroll • Accounting • Tax matters and corporate financial reporting • Corporate marketing and promotions • Human resources • Information technology and systems TNT Concessions (ACDBE Member)  $8.5M est. annual sales  $2.55M ACDBE est. sales at 30% Operating: Mad Duck/Baby Duck, Peet’s Coffee, Ike’s Love + Sandwiches and Casa Corona (Future Development) • Primary responsibility for the grab and go/walk up portion of the restaurant. • Responsible for hiring manager with direct reporting and all authority to TNT Concessions. • Responsible for purchasing and inventory management. • All inventory management of products for operations, including executing in-store action plans for product promotions, schedule deliveries. Assist with pricing, purchasing of specific items in the grab and go units, forecast sales and match the stock levels against sales to ensure products are replenished in a timely manner for the units, also preform regular inventory counts for products. • Responsible for the management training, ensuring restaurant standards and addressing customer service opportunities for improvement. • Establish business performance goals and implement process and procedures to address performance issues or any other concerns specific to performance. CONFIDENTIAL AND PROPRIETARY • Ensure airport operating guidelines and procedures are being met including current health requirements. • Shared responsibility and oversight of operations of the Joint Venture. • Mystery shop unit to ensure top-notch customer service and review safety and sanitization reports. • Responsible for management training, upholding restaurant standards and addressing customer service opportunities for improvement. • Assist in the design and construction of all Joint Venture restaurants. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 48 Proposer’s Name_________________ (Submit with Proposal) FORM 5: REFERENCES FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Please list at least three current references of similar size and type of services, including governmental agencies and/or airport authorities, if available. Reference No. 1: AGENCY/COMPANY NAME: Reference No. 2: AGENCY/COMPANY NAME: Reference No. 3: AGENCY/COMPANY NAME: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: SSP America, Inc. Dane County Regional Airport 4000 International Lane, Madison, WI 53704 Kim Jonesjones.kimberly@msnairport.com 608-246-3391N/A Food and beverage concessions The Eastern Iowa Airport 2121 Arthur Collins Parkway SW, Cedar Rapids, IA 52404Marty Lenss m.lenss@flycid.com 319-362-3131N/A Food and beverage concessions Food and beverage concessions Colorado Springs Airport 7770 Milton E Proby Parkway, Colorado Springs, CO 80916 Greg Phillipsgreg.phillips@coloradosprings.gov 719-550-1910N/A 02/2016 - 12/2026 02/2017 - 01/2029 12/2015 - 07/2023 CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 49 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO: THE PURCHASING MANAGER, OF THE CITY OF FRESNO The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.) 1. a.Business Name (If using more than one business name, please list all names.): b. Address: Is your firm operating as a franchisee? Yes_________ or No ________ If yes, list the franchiser, and number of years your business has been franchised: 2.Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract. 3.All Proposers must have a minimum of 3 years’ experience under current business name of similar scope and size. How many years has your business been under your present name? _______________ How many years under former names? (List name and number of years) SSP America, Inc. SSP America, Inc. is the entity responding to the Food & Beverage Concessions and News & Convenience Concessions RFP No.: 12300507 opportunity. If SSP America Inc. becomes the successful bidder, the contract would be shared in Joint Venture partnership with ACDBE certified Enjoy Repeat, Inc. (15%), and ACDBE certified TNT Concessions, LLC (15%), under the entity SSP America FAT, LLC. 20408 Bashan Drive, Suite 300 Ashburn, VA 20147 X Please see attached additional pages. 16 years SSP began serving airport guests as part of Scandinavian Air Services (SAS) in Denmark in 1961 and combined its business with UK-based Travelers Fare in 1973. Compass Group—one of the world’s largest food service providers—acquired SSP in the early 1990s. In 2006, SSP spun off from Compass, and began operating as an independent group controlled by private equity firm, EQT Partners. SSP Group PLC publicly traded on the London Stock Exchange, a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 50 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 4.How many years has your business been providing services? _________ 5. What other types of services does your business provide? 6.Describe your firm’s communications system and how communications will be implemented between the City and your firm’s local office for transmitting correspondence, reports, requests, etc. 7. Have there been any contract terminations for the services your firm performs before the fulfillment of the contract within the past three years? Yes______ or No _________ If so, list the date, client, and reason for termination below: 8.Provide organizational chart of firm’s key personnel. Organization chart attached? Yes _____ or No ____ 9.Does the proposer currently possess sufficient staff and extra staff to meet the initial requirements (See Attachments D-G) for this contract? Yes _____ or No ____ If “Yes”, describe the inventory and if “No”, describe how you will meet the initial requirements: 36 SSP America is a division of SSP Group, a leading operator of food and beverage concessions in travel locations worldwide, operating restaurants, bars, cafés, food courts, lounges, and convenience stores in airports, train stations, motorway service stations, and other leisure locations. Prior to the onset of Covid-19, we served around one and a half million customers every day at approximately 180 airports and 300 rail stations in 35 countries around the world and operated more than 550 international, national, and local brands across our 2,700 units. X X X Nationwide staffing shortages have presented significant hiring challenges. If awarded the contract,SSP America will utilize all available measures to recruit successfully. Some of these measures include hiring incentives and include hiring and referral bonuses. In addition, SSP America has increased its hourly rates as a strong hiring incentive. The company also offers paid parking as an incentive to join our team in order to overcome the logistical challenges associated with working at the airport. If we are to be the selected concessionaire, SSP will work in partnership with the airport and city to implement any changes or continue open communication. We will do so by communicating and sharing our discoveries and knowledge so that we are all viewing any situation together. As a result, we give ourselves the opportunity to discuss the most appropriate and mutually beneficial actions to take. With relevant data as the base of our decisions, we can focus on additional key criteria to finalize those decisions, including: • Factors affecting the safety and health of our employees, travelers and general customers; • Enplanement levels – in general and per terminal in comparison to planned levels, and any shift in trends in the short term; • Minimum revenue levels to maintain current store or restaurant operations; • Required levels of rent to the airport as well as commissions to brand partners; and • Capital projects that are currently being executed. SSP America, Inc. CONFIDENTIAL AND PROPRIETARY RFP No. 1235007 PAGE 51 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 10.Describe your firm’s vacation policy and holidays, if provided by your firm: 11.Provide your firm's employee training program. Document attached (y/n)? ___________ Document attached (y/n)? ___________ Please see the additional pages for Vacation Policy. Y - please see Section 7 for Staffing Plan and Organizational Chart. Y - please see Section 7 for Management & Staff Training Programs. 12. Provide organizational chart of proposed staffing. SSP America, Inc. CONFIDENTIAL AND PROPRIETARY &KZDϲ͗WZKWK^ZYh>/&/d/KEYh^d/KEE/Z /d/KE>W'^ Ϯ͘WƌŽǀŝĚĞƚŚĞŶĂŵĞƐ͕ƚŝƚůĞƐ͕ƋƵĂůŝĨŝĐĂƚŝŽŶƐ͕ǇĞĂƌƐŽĨĞǆƉĞƌŝĞŶĐĞ͕ĂŶĚǇĞĂƌƐǁŝƚŚǇŽƵƌĨŝƌŵ͕ĨŽƌĂůůŬĞǇ ƉĞƌƐŽŶŶĞůŝŶĂƵƚŚŽƌŝƚǇŝŶǇŽƵƌďƵƐŝŶĞƐƐ͕ŝŶĐůƵĚŝŶŐƚŚĞŬĞǇƉĞƌƐŽŶŶĞůƚŚĂƚǁŝůůďĞŝŶǀŽůǀĞĚŝŶƚŚŝƐ ƉƌŽũĞĐƚ͕ĂŶĚƚŚĞĞǆƚĞŶƚƚŽǁŚŝĐŚƚŚĞǇǁŝůůďĞŝŶǀŽůǀĞĚŝŶƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŽŶƚƌĂĐƚ͘ EĂŵĞdŝƚůĞZŽůĞǆƉĞƌŝĞŶĐĞ DŝĐŚĂĞů^ǀĂŐĚŝƐŚŝĞĨǆĞĐƵƚŝǀĞKĨĨŝĐĞƌKǀĞƌƐĞĞƐĂůůŽĨ^^W ŵĞƌŝĐĂ ƵƚŚŽƌŝƚǇƚŽďŝŶĚ ĐŽŶƚƌĂĐƚƐ ϴǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ WĂƚƌŝĐŬDƵƌƌĂǇĞƉƵƚǇŚŝĞĨǆĞĐƵƚŝǀĞ KĨĨŝĐĞƌ KǀĞƌƐĞĞƐĂůůŽĨ ďƵƐŝŶĞƐƐĚĞǀĞůŽƉŵĞŶƚ ƵƚŚŽƌŝƚǇƚŽďŝŶĚ ĐŽŶƚĂĐƚƐ ϭϱǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ 'ĞŽƌŐĞDďŽǇĂŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌKǀĞƌƐĞĞƐĂůůĨŝŶĂŶĐĞƐĂƚ ^^WŵĞƌŝĐĂ ƵƚŚŽƌŝƚǇƚŽďŝŶĚ ĐŽŶƚƌĂĐƚ ϲǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ ŵĂŶĚĂƵƐďǇŚŝĞĨKƉĞƌĂƚŝŶŐKĨĨŝĐĞƌKǀĞƌƐĞĞƐĂůůŽƉĞƌĂƚŝŽŶƐ Ăƚ^^WŵĞƌŝĐĂ ϮǇĞĂƌƐĂƚ^^W ϮϱнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ WĂƵů>ŽƵƉĂŬŽƐ^ĞŶŝŽƌsŝĐĞWƌĞƐŝĚĞŶƚ͕ ƵƐŝŶĞƐƐĞǀĞůŽƉŵĞŶƚ ΘŝƌƉŽƌƚZĞƚĞŶƚŝŽŶ KǀĞƌƐĞĞƐĂůů ĚĞǀĞůŽƉŵĞŶƚ ŽƉƉŽƌƚƵŶŝƚŝĞƐĨŽƌƚŚŝƐ ĐŽŶƚƌĂĐƚ ϴǇĞĂƌƐĂƚ^^W ϯϬнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ ,ĞĂƚŚĞƌĂƌƌǇsŝĐĞWƌĞƐŝĚĞŶƚ͕ ^ƚƌĂƚĞŐŝĐWĂƌƚŶĞƌƐŚŝƉƐ KǀĞƌƐĞĞƐĂůů ƉĂƌƚŶĞƌƌĞůĂƚŝŽŶƐŚŝƉƐ ϲǇĞĂƌƐĂƚ^^W ϮϱнǇĞĂƌƐŝŶŚŽƐƉŝƚĂůŝƚǇ ŝŶĚƵƐƚƌǇ CONFIDENTIAL AND PROPRIETARY ϴ͘WƌŽǀŝĚĞŽƌŐĂŶŝǌĂƚŝŽŶĂůĐŚĂƌƚŽĨĨŝƌŵ’s key personnel. DŝĐŚĂĞů^ǀĂŐĚŝƐ K WĂƚƌŝĐŬDƵƌƌĂǇ ĞƉƵƚǇK 'ĞŽƌŐĞDďŽǇĂ &K ŵĂŶĚĂƵƐǇ ŚŝĞĨKƉĞƌĂƚŝŽŶƐKĨĨŝĐĞƌ ^ŚĞƌƌĞĞŽŬĞƌ sW͕WĞŽƉůĞĞǀĞůŽƉŵĞŶƚ :ĂŐ^ŝŶŐŚ ŚŝĞĨ>ĞŐĂůKĨĨŝĐĞƌ WĂƚĂŶĚƵĐĐŝ ŚŝĞĨŽŵŵĞƌĐŝĂůKĨĨŝĐĞƌ ŽďŽŵŽ sW͕WƌŽĐƵƌĞŵĞŶƚ ZŽďĞƌƚDĂůƵƐŽ ǆĞĐƵƚŝǀĞŚĞĨ͕sW͕ƵůŝŶĂƌǇ >ĂŶĂƌĂŵĞƌ sW͕ƌĂŶĚ^ƚƌĂƚĞŐǇĂŶĚ ŽŵŵƵŶŝĐĂƚŝŽŶƐ CONFIDENTIAL AND PROPRIETARY ϭϬ͘ĞƐĐƌŝďĞǇŽƵƌĨŝƌŵ’s vaĐĂƚŝŽŶƉŽůŝĐǇĂŶĚŚŽůŝĚĂǇƐ͕ŝĨƉƌŽǀŝĚĞĚďǇǇŽƵƌĨŝƌŵ sd/KE dŚĞŽŵƉĂŶǇďĞůŝĞǀĞƐƚŚĂƚƚŝŵĞĂǁĂǇĨƌŽŵǁŽƌŬĨŽƌƌĞƐƚĂŶĚĞŶũŽǇŵĞŶƚŝƐǀŝƚĂůƚŽƚŚĞǁĞůůďĞŝŶŐĂŶĚ ƉƌŽĚƵĐƚŝǀŝƚǇŽĨŝƚƐĞŵƉůŽǇĞĞƐ͘ sĂĐĂƚŝŽŶƚŝŵĞĂĐĐƌƵĞƐĞĂĐŚƉĂǇƉĞƌŝŽĚďĂƐĞĚŽŶŚŽƵƌƐǁŽƌŬĞĚ͕ůĞŶŐƚŚŽĨƐĞƌǀŝĐĞĂŶĚƉŽƐŝƚŝŽŶĂƐ ƌĞĨůĞĐƚĞĚŝŶƚŚĞƐĐŚĞĚƵůĞďĞůŽǁ͘tŚĞŶĂŶĞŵƉůŽǇĞĞƌĞĂĐŚĞƐƚŚĞĂƉƉƌŽƉƌŝĂƚĞǇĞĂƌƐŽĨƐĞƌǀŝĐĞĨŽƌĂ ǀĂĐĂƚŝŽŶŝŶĐƌĞĂƐĞ͕ƚŚĞĂĐĐƌƵĂůƌĂƚĞǁŝůůĂĚũƵƐƚĚƵƌŝŶŐƚŚĞƉĂǇƉĞƌŝŽĚŝŶǁŚŝĐŚƚŚĞĂŶŶŝǀĞƌƐĂƌǇŽĐĐƵƌƐ͘ All regular employees on the Company’s payroll will be eligible for vacation benefits under this policy. EŽŶͲƌĞŐƵůĂƌĞŵƉůŽǇĞĞƐ;ƐƵĐŚĂƐƌĂŶĚƐƐŽĐŝĂƚĞƐ͕ƚĞŵƉŽƌĂƌǇĞŵƉůŽǇĞĞƐĂŶĚŝŶƚĞƌŶƐͿĂƌĞŝŶĞůŝŐŝďůĞĨŽƌ ŽŵƉĂŶǇǀĂĐĂƚŝŽŶ͘ŵƉůŽǇĞĞƐŝŶsĂĐĂƚŝŽŶ'ƌŽƵƉǁŝůůĂĐĐƌƵĞǀĂĐĂƚŝŽŶŝŶŚŽƵƌůǇŝŶĐƌĞŵĞŶƚƐďĂƐĞĚ ƵƉŽŶƌĞŐƵůĂƌ;ŶŽŶͲŽǀĞƌƚŝŵĞͿŚŽƵƌƐǁŽƌŬĞĚĂŶĚŽŵƉĂŶǇƉĂŝĚƚŝŵĞŽĨĨ;Ğ͘Ő͘ŚŽůŝĚĂǇ͕ƐŝĐŬ͕WdK͕ĞƚĐͿ͘ sĂĐĂƚŝŽŶƚŝŵĞǁŝůůŶŽƚĂĐĐƌƵĞǁŚŝůĞĂŶĞŵƉůŽǇĞĞŝƐŽŶƵŶƉĂŝĚƐƚĂƚƵƐĂŶĚŶŽƚƌĞĐĞŝǀŝŶŐƉĂǇĨƌŽŵƚŚĞ ŽŵƉĂŶǇ͘ ŵƉůŽǇĞĞƐŵĂǇĂĐĐƌƵĞƵƉƚŽĂŵĂǆŝŵƵŵŽĨŽŶĞĂŶĚŽŶĞͲŚĂůĨƚŝŵĞƐ;ϭ͘ϱͿƚŚĞŝƌĂŶŶƵĂůǀĂĐĂƚŝŽŶĂĐĐƌƵĂůŽƌ ƵƉƚŽƚŚĞŵĂǆŝŵƵŵĚŝĐƚĂƚĞĚďǇĂƉƉůŝĐĂďůĞůŽĐĂůŽƌƐƚĂƚĞůĂǁ͕ŝĨŐƌĞĂƚĞƌ͘sĂĐĂƚŝŽŶĂĐĐƌƵĂůǁŝůůĐĞĂƐĞŽŶĐĞ an employee’s totalĂĐĐƌƵĂůƌĞĂĐŚĞƐƚŚĞĂƉƉůŝĐĂďůĞŵĂǆŝŵƵŵ͘sĂĐĂƚŝŽŶĂĐĐƌƵĂůǁŝůůƌĞƐƵŵĞŽŶůǇǁŚĞŶ͕ and to the extent that, the employee’s vacation leave balance drops down below the applicable ŵĂǆŝŵƵŵ͘ ŶŶƵĂůDĂǆŝŵƵŵŵŽƵŶƚƐĨŽƌzĞĂƌƐŽĨ^ĞƌǀŝĐĞďǇWŽƐŝƚŝŽŶ'ƌŽƵƉ sĂĐĂƚŝŽŶ 'ƌŽƵƉ WŽƐŝƚŝŽŶ'ƌŽƵƉŶŶƵĂůsĂĐĂƚŝŽŶĐĐƌƵĂů >ĞƐƐƚŚĂŶϱ zĞĂƌƐ ϱďƵƚůĞƐƐƚŚĂŶ ϭϬzĞĂƌƐ ϭϬďƵƚůĞƐƐ ƚŚĂŶϭϱzĞĂƌƐ ϭϱнzĞĂƌƐ sĂĐĂƚŝŽŶ 'ƌŽƵƉ ,ŽƵƌůǇĂŶĚEŽŶͲĞǆĞŵƉƚ ĞŵƉůŽǇĞĞƐ;ŶŽŶͲŵĂŶĂŐĞƌͿ ϮǁĞĞŬƐ ;ϴϬŚŽƵƌƐͿ ϯǁĞĞŬƐ ;ϭϮϬŚŽƵƌƐͿ ϰǁĞĞŬƐ ;ϭϲϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ sĂĐĂƚŝŽŶ 'ƌŽƵƉ ^ĂůĂƌŝĞĚĞŵƉůŽǇĞĞƐ͕ DĂŶĂŐĞƌĂŶĚŝƌĞĐƚŽƌ>ĞǀĞů ϯǁĞĞŬƐ ;ϭϮϬŚŽƵƌƐͿ ϰǁĞĞŬƐ ;ϭϲϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ sĂĐĂƚŝŽŶ 'ƌŽƵƉ ǆĞĐƵƚŝǀĞ>ĞǀĞů–sWĂŶĚ ĂďŽǀĞ ϰǁĞĞŬƐ ;ϭϲϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ϱǁĞĞŬƐ ;ϮϬϬŚŽƵƌƐͿ ŵƉůŽǇĞĞƐŵĂǇŶŽƚƵƐĞĂĐĐƌƵĞĚǀĂĐĂƚŝŽŶƵŶƚŝůŝƚŝƐĞĂƌŶĞĚ͕ĂŶĚǀĂĐĂƚŝŽŶŝƐŶŽƚĐŽŶƐŝĚĞƌĞĚĞĂƌŶĞĚƵŶƚŝů ĂĨƚĞƌĐŽŵƉůĞƚŝŽŶŽĨƚŚĞ/ŶƚƌŽĚƵĐƚŽƌǇWĞƌŝŽĚͲϵϬĚĂǇƐŽĨĞŵƉůŽǇŵĞŶƚ͘hƉŽŶƚĞƌŵŝŶĂƚŝŽŶ͕ĞŵƉůŽǇĞĞƐǁŝůů ďĞƉĂŝĚĨŽƌĂŶǇĂĐĐƌƵĞĚ͕ĞĂƌŶĞĚƵŶƵƐĞĚǀĂĐĂƚŝŽŶŚŽƵƌƐ͘/ĨĂŶĞŵƉůŽǇĞĞƐĞƉĂƌĂƚĞƐĞŵƉůŽǇŵĞŶƚƉƌŝŽƌƚŽ ĐŽŵƉůĞƚŝŽŶŽĨƚŚĞ/ŶƚƌŽĚƵĐƚŽƌǇWĞƌŝŽĚ͕ĂĐĐƌƵĞĚ͕ƵŶƵƐĞĚǀĂĐĂƚŝŽŶǁŝůůŶŽƚďĞƉĂŝĚƵƉŽŶƐĞƉĂƌĂƚŝŽŶƵŶůĞƐƐ ƌĞƋƵŝƌĞĚďǇĂƉƉůŝĐĂďůĞůĂǁ͘sĂĐĂƚŝŽŶŵĂǇŶŽƚďĞƵƐĞĚƚŽĞǆƚĞŶĚĂƚĞƌŵŝŶĂƚŝŽŶĚĂƚĞ͘ Vacation time will be paid at the employee’s regular hourly rate for hourly employees; sĂůĂƌŝĞĚ ĞŵƉůŽǇĞĞƐǁŝůůďĞƉĂŝĚǀĂĐĂƚŝŽŶĂƚƚŚĞŝƌǁĞĞŬůǇŽƌĚĂŝůǇďĂƐĞͲƐĂůĂƌǇƌĂƚĞĂƐĂƉƉůŝĐĂďůĞ͘/ŶƐƚĂƚĞƐƚŚĂƚ ĂůůŽǁĂƚŝƉĐƌĞĚŝƚ͕ƚŝƉƉĞĚĞŵƉůŽǇĞĞƐǁŝůůƌĞĐĞŝǀĞƚǁŽƚŝŵĞƐ;ϮǆͿƚŚĞŝƌƌĞŐƵůĂƌŚŽƵƌůǇƌĂƚĞ͕ŽƌƐƚĂƚĞ ŵŝŶŝŵƵŵǁĂŐĞ;ǁŚŝĐŚĞǀĞƌŝƐŐƌĞĂƚĞƌͿ͕ĂƐƉĂǇĨŽƌĞĂĐŚŚŽƵƌŽĨǀĂĐĂƚŝŽŶƚŝŵĞ͘ŵƉůŽǇĞĞƐĂƌĞŶŽƚĞŶƚŝƚůĞĚ ƚŽƉĂǇŝŶůŝĞƵŽĨƚĂŬŝŶŐƚŝŵĞŽĨĨĨŽƌǀĂĐĂƚŝŽŶ͘ CONFIDENTIAL AND PROPRIETARY ŵƉůŽǇĞĞƐƐŚŽƵůĚƐƵďŵŝƚǀĂĐĂƚŝŽŶƌĞƋƵĞƐƚƐŝŶǁƌŝƚŝŶŐƚŽƚŚĞŝƌƐƵƉĞƌǀŝƐŽƌĂƐĨĂƌŝŶĂĚǀĂŶĐĞĂƐƉŽƐƐŝďůĞŽĨ ƚŚĞƌĞƋƵĞƐƚĞĚǀĂĐĂƚŝŽŶ;ƉƌĞĨĞƌĂďůǇĂƚůĞĂƐƚϯϬĐĂůĞŶĚĂƌĚĂǇƐŝŶĂĚǀĂŶĐĞͿ͘ZĞƋƵĞƐƚƐĨŽƌƵŶƐĐŚĞĚƵůĞĚ vacation must comply with the Company’s callͲŝŶƉƌŽĐĞĚƵƌĞƐ͕ĂƐƐĞƚĨŽƌƚŚŝŶƚŚĞƚƚĞŶĚĂŶĐĞWŽůŝĐǇ͘dŽ ensure that our Company’s staffing and operation needs are met at all times, the Company reserveƐƚŚĞ ƌŝŐŚƚƚŽŐƌĂŶƚǀĂĐĂƚŝŽŶƌĞƋƵĞƐƚƐĂƚŝƚƐĚŝƐĐƌĞƚŝŽŶ͘dŚĞŽŵƉĂŶǇǁŝůůŵĂŬĞĞǀĞƌǇĞĨĨŽƌƚƚŽĂĐĐŽŵŵŽĚĂƚĞ ƌĞƋƵĞƐƚƐƚŽƐĐŚĞĚƵůĞǀĂĐĂƚŝŽŶƚŝŵĞďƵƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƉƌŝŽƌŝƚŝǌĞƌĞƋƵĞƐƚƐďĂƐĞĚŽŶǀĂƌŝŽƵƐĨĂĐƚŽƌƐ͕ ŝŶĐůƵĚŝŶŐďƵƐŝŶĞƐƐŶĞĞĚƐ͕ĂŶƚŝĐŝƉĂƚĞĚǁŽƌŬůŽĂĚ͕ƐĞŶŝŽƌŝƚǇĂŶĚƐƚĂĨĨŝŶŐůĞǀĞůƐ͘sĂĐĂƚŝŽŶƐĚƵƌŝŶŐƉĞĂŬͬ ŚŽůŝĚĂǇƐĞĂƐŽŶƐǁŝůůďĞĂƉƉƌŽǀĞĚŽŶĂĨŝƌƐƚͲĐŽŵĞ͕ĨŝƌƐƚͲƐĞƌǀĞďĂƐŝƐ͘EKd͗ůůƌĞƋƵĞƐƚƐĨŽƌǀĂĐĂƚŝŽŶŵƵƐƚ ďĞĞŶƚĞƌĞĚŝŶƚŽƚŚĞĂƉƉůŝĐĂďůĞƐŽĨƚǁĂƌĞƐǇƐƚĞŵ;Ğ͘Ő͘sŝƐƚĂ͕,Žƚ^ĐŚĞĚƵůĞƐͿĂŶĚŝƚŝƐƚŚĞemployee’s ƌĞƐƉŽŶƐŝďŝůŝƚǇƚŽŬĞĞƉĂůůƌĞƋƵĞƐƚƐƵƉĚĂƚĞĚ͕ĂƐƌĞƋƵŝƌĞĚ͘ĂĐŚĨƵůůĚĂǇŽĨǀĂĐĂƚŝŽŶǁŝůůďĞĐŽƵŶƚĞĚĂƐĞŝŐŚƚ ŚŽƵƌƐ͘sĂĐĂƚŝŽŶƚŝŵĞŵĂǇďĞƚĂŬĞŶŝŶŝŶĐƌĞŵĞŶƚƐĂƐƐŵĂůůĂƐŽŶĞŚŽƵƌĨŽƌŚŽƵƌůǇĞŵƉůŽǇĞĞƐ͘,ŽǁĞǀĞƌ͕ ǀĂĐĂƚŝŽŶƚŝŵĞŵĂǇŶŽƚďĞƵƐĞĚƚŽĐŽŵƉĞŶƐĂƚĞĞŵƉůŽǇĞĞƐĨŽƌƚĂƌĚŝŶĞƐƐŽƌƵŶĞǆĐƵƐĞĚĂďƐĞŶĐĞƐ͘ &ŽƌƚŚŽƐĞĞŵƉůŽǇĞĞƐĐŽǀĞƌĞĚƵŶĚĞƌĂŽůůĞĐƚŝǀĞĂƌŐĂŝŶŝŶŐŐƌĞĞŵĞŶƚ͕ƉůĞĂƐĞƌĞĨĞƌƚŽǇŽƵƌĨŽƌWdK ĂůůŽƚŵĞŶƚƐĂŶĚƵƐĂŐĞŐƵŝĚĞůŝŶĞƐ͘ CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY AGREEMENT COMMENTS SSP America does not have any comments on the Agreement at the time of the proposal submittal. As circumstances change throughout the award and buildout process, SSP America may want to reconsider the terms of the Agreement through mutually agreed upon discussions in partnership with the city. CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL AND PROPRIETARY 3 TENANT MIX & CONCESSIONS PLAN NARRATIVE Established in 2010, Mad Duck Craft Brewing Co. delivers a unique and energetic identity that only a local craft brewery can. Envisioned as a true American neighborhood pub for locals and families to gather, Mad Duck Brewing Co. expands their fresh artisanal approach to chef-driven eats and brewer- driven drinks so that local and transitory travelers alike can share in an experience truly representative of Fresno. Nestled in the North end of the concourse you are immediately captured by the giant namesake of the brewery. An iconic duck is placed above an open and expansive bar area that is visible from the lower level, the escalators, and down the concourse drawing travelers to the location as a keyway finding point. It is also intended to provide a whimsical invitation to experience this open concept playing from key elements of a craft brewery. Feature components of a craft brewery are on full display through the expansive chair rail and bar seating in the form of two faux wooden brewers’ barrels. These brewers’ barrels serve as a focal point to the bar allowing patrons on all sides to view the ample taps and selection of spirits on display. The richness of the wood grain is carried throughout in an airy wood frame that defines the space while keeping an open concept. The theme of a craft brewery is further accentuated in the warmth of materials throughout in the dorm of wood, brick, and tile to showcase the sense of a renovated industrial space with a neighborhood sense of character. Additional features include a prominent host stand, expansive seating options for individual and group travelers, a merchandise wall, and a focal wall feature at the rear of the restaurant featuring stacked craft beer kegs. The expansive bar and chair rail allow for additional seating and availability for those who wish for quick service or to relax and catch a game on multiple televisions. Mad Duck Craft Brewing Company is sure to quickly become a destination within the airport and reinforce a sense of community and place, leaving one last impression of great food, great beer, great cocktails, and Fresno. FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR EXISTING RESTROOMS P A T H O F T R A V E LP A T H O F T R A V E LBOH EXISTING ELEVATOR 1 2 RETAIL 3 4 1,000 SF 5 6 7 8 9 10 11 6 12 13 14 SEAT COUNT 161 AREA 4,100 SF FULL SERVICE RESTAURANT W/ BAR FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK_FULL SERVICE KEY PLAN LOCATION 1 LEGEND V A L U E D E S C R I P T I O N 1 BAR 2 HOSTESS STAND 3 FOUR TOPS SEATING 4 RETAIL ENTRY 5 CHAIR RAIL 6 BEER TAPS 7 BOOTH SEATING 8 LIQUOR AND BEER DISPLAY 9 COMMUNAL TABLES 10 MERCHANDISE 11 TO GO 12 ARCADE GAMES 13 KIOSK 14 FEATURE WALL FLOOR PLAN CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERING CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERINGRENDERINGRENDERINGRENDERINGRENDERINGRENDERING CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERINGRENDERINGRENDERINGRENDERINGRENDERINGRENDERING CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR RENDERINGRENDERINGRENDERINGRENDERINGRENDERINGRENDERING CONFIDENTIAL AND PROPRIETARY MATERIALS BOARD WALL| Ann Sacks- Montagna dArgento WALLS |TILE Tilebar- Colorplay Steps Emerald WALL BASE | Gold Metal WALLS |BRICK VENEER Black Brick METAL COUNTER | Iron Countertop METAL TILEDESIGN FEATURE | Barrels FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 1_MAD DUCK CRAFT BREWING CO. SEAT COUNT 165 4100 SF FULL SERVICE RESTAURANT W/BAR WALLS | Green Paint SEATING | Hunter Green Leather ARCHITECTURAL FEAUTURE | Wood Beams LIGHT FIXTURES | Green Sconce Lights PAINT LIGHT FIXTURES | Yellow Light Pendant FURNITURE | Wood Table WOOD WALLS |BRICK VENEER Red Brick LIGHT FIXTURES | String Lights LIGHT FIXTURES | CONFIDENTIAL AND PROPRIETARY NARRATIVE Drawing on their national reputation for exceptional coffee Peet’s is conveniently situated in the ideal location of the concourse and offers passengers the ability to get a quick coffee, meal or snack on the go. An expansive open front entry is accentuated by an inset tiled sign band accentuating the Peet’s logo as a quick reference for travelers on the go. Wood covered columns provide a warm accent to the distinct mosaic floor transition between the concourse inviting guests into the interior showcasing the large white quartz walk up counter. Prominent features along the counter display the ease of the walk up Grab and Go transitioning to two point of sale stations. A commercial Espresso machine anchors the counter with an expansive pick-up area and condiment station. Large digital menu boards behind the counter prominently feature Peet’s favorites and seasonal offerings while the preparation area is in full view allowing for transparency as well as entertainment as travelers anticipate the preparation of their order. Peet’s is sure to be a favorite stop for any traveler craving the delicious brews that Peet’s is renowned for! FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE P A T H O F T R A V E LBOH 1 2 3 4 5 56 7 8 SEAT COUNT N/A AREA 787 SF GOURMET COFFEE FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET'S COFFEE LOCATION 2 LEGEND V A L U E D E S C R I P T I O N 1 ESPRESSO MACHINE 2 POINT OF SALE STATION 3 CONDIMENTS/TRASH STATION 4 PREPARATION AREA 5 GRAB AND GO 6 SELF-ORDER KIOSK 7 MERCHANDISE 8 PICK-UP AREA KEY PLAN FLOOR PLAN CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE RENDERING CONFIDENTIAL AND PROPRIETARY MATERIALS BOARD WALLS | WALLS | TILE WOOD PANEL Tilebar- Park Hill Black WOOD PANELS WALLS |WALL COVERING Cosenza- Frosty WALLS | Tilebar- Nabi Glacier White WALLS |WALL COVERING Mosaic Tribal Design TILE FLOOR |TILE Cubes A Sencillo FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 2_PEET’S SEAT COUNT N/A 842 SF GOURMET COFFEE COUNTERTOP |QUARTZ Vicostone- Diamante BQ8778 GRAPHICS | Peet’s Graphics LIGHTING FIXTURE |PENDANT Kaiser Idell 6722 CONFIDENTIAL AND PROPRIETARY NARRATIVE Situated at Location 3 along the main concourse, Ike’s Love & Sandwiches delivers on both promises. Established in San Francisco in 2007 as a way of sharing Ike’s love for bringing people together over amazing food, Ike’s is quickly expanding its national footprint and capturing the hearts of many. The open concept of the walk-up counter service frames an urban deli with highlights of Ike’s signature signage and sayings prominently displayed. Large menu boards present a fresh variety of established favorites and customizable orders offer a limitless number of choices for delicious eats. Whether choosing to stick with the signature “Dirty Sauce” and Dutch Crunch bread or opting to create your own order you will be welcomed with smiles and a deep expansive counter for service and ease of queuing. The open concept allows travelers to watch their food being prepared and anticipating its completion or select from the refrigerated self-service for ease of mind while on the go. Ike’s Love & Sandwiches is sure to be an airport favorite. FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE’S SANDWICHES SEAT COUNT N/A 787 SF FULL SERVICE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE’S SANDWICHES SEAT COUNT N/A 787 SF FULL SERVICE FLOOR PLAN P A T H O F T R A V E L1 2 3 4 5 SEAT COUNT N/A AREA 842 SF FULL SERVICE FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE'S SANDWICHES LOCATION 3 LEGEND V A L U E D E S C R I P T I O N 1 STORAGE RACK 2 EMPLOYEE ENTRY 3 CAPPUCCINO MACHINE 4 SANDWICH PREP 5 PACKAGED GOODS KEY PLAN CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKE’S SANDWICHES SEAT COUNT N/A 787 SF FULL SERVICE CONFIDENTIAL AND PROPRIETARY FRESNO FOOD AND BEVERAGE PACKAGE LOCATION 3_IKES SANWICHES SEAT COUNT N/A 787 SF FULL SERVICE RENDERING CONFIDENTIAL AND PROPRIETARY MAD DUCK CRAFT BREWING CO. & BABY DUCK CONCOURSE A, SPACE POD Chef-driven eats + brewer-driven drinks The Brand Story Owned and operated by Alex Costa and his friends, The Mad Duck opened its doors in Clovis in 2010 with a simple mission to make their guests happy one great day at a time. And, while “great beer, great food and great cocktails” are always on order at Mad Duck—guests need to finish with great memories. If every part of the experience is great, the memories will be great too. Costa wants to give his guests all of it. That simple philosophy has grown the business to two more locations in Campus Pointe and Northwest, with each retaining the same neighborhood, local community feel, backed by their award- winning craft brews and farm-to-table, chef-driven plates. Costa often notes that when he and the team first started—they were all little more than kids. Now, their own kids are being raised at The Mad Duck. It’s their other home—where his family gather and enjoy food, beer and most importantly, each other. A true neighborhood pub. Designed specifically for the Space POD location, the Mad Duck Craft Brewing Co. full-service bar and casual dining restaurant, and integrated, “Baby Duck” quick serve component, are delighted at the opportunity to make Concourse A their newest neighborhood. A relaxed and approachable culinary driven pub serving fresh-forward, chef-driven plates, craft beers on draft and cocktails in a casual, welcoming environment. CONFIDENTIAL AND PROPRIETARY Rationale & Justification Enhance overall program Exceptional, award-winning, local craft brewer offering an unparalleled, local craft beer experience. Enhance passenger experience Modern-day brewer for modern times. Delivers true sense of place, taste of place and only-in-Fresno experience. Relevance to FAT passengers and other Airport users Modern, casual restaurant and craft brew house serving exceptional local beer and locally focused plates—appeals to all travelers. Menu meets all dietary preferences and price points. Maximize sales for FAT Full-service restaurant and bar with approachable, menu. Optimized for the airside environment. Concept will work day and night for all traveler’s needs. Meet the Brand “It all started out as a simple concept: we wanted The Duck to be a pub. An all- American pub with great food, great beer and great craft cocktails. Our vision was not complicated, be proud of what you do; do it with care, make it excellent. This is still our guiding principle today: take pride and find joy in all that you do! Now, after more than ten years, never could we have imagined what our dear Baby Duck would grow to become. This place, the Duck, it is our other home- a place for our friends and family, a place for your friends and family. An amazing place to gather and enjoy fantastic food, hand-crafted brews, and, most importantly, one another.” – Alex Costa, Owner CONFIDENTIAL AND PROPRIETARY Bringing Mad Duck to FAT & meeting the passenger’s needs Designed specifically for FAT’s Concourse A Space POD location, SSP is proposing Mad Duck Craft Brewing Co. as a full-service bar and casual dining restaurant, with an integrated, “Baby Duck” quick serve restaurant designed specifically for passengers on the go. At the centerstage full-service bar, Mad Duck will serve as an out-and-out craft brew destination. From the award-winning Hopical Paradise, a California State Fair “Gold” winner for 2019, through to the dry-hopped Honey Pot Blonde ale, the “baby IPA” Citra Pale Ale boasting big tropical flavors, and the light creamy Opulence Oatmeal Stout with hints of coffee and chocolate—Mad Duck’s best and the brightest beers will be available here. Modeled after Mad Duck’s original taproom in Clovis, bartenders will help to educate and guide guests through the roster of exceptional drafts and bottles. A line of call and top-shelf artisan spirits imported draft and bottled beers, as well as premium wines available and a selection of soft drinks. For hungry travelers, Mad Duck will offer a range of small plates, breakfast plates, custom sandwiches, salads and bar snacks throughout every day-part. From Steak & Poblano Enchiladas, Fried Egg & Bacon Sandos and Breakfast Burritos throughout the morning, to Fish & Chips, Nashville Fried Chicken, and tender pulled pork Cuban Sandwiches, to big healthy salads, hand-patted burgers and specialty finger foods, there’s a quick meal or snack for all passengers to enjoy. From the integrated “Baby Duck” passengers can order any menu item to be freshly prepared and packed to go. CONFIDENTIAL AND PROPRIETARY Serving all day-parts, Mad Duck’s menu has been developed to meet the diverse needs of today’s traveling public and includes options sensitive to most cultural and dietary needs, including low- calorie, low fat, and smaller portion options; as well as vegetarian and gluten-friendly options. Also reflective of the needs of today’s family routines, Mad Duck’s menu will include options appropriately sized and priced for children. Mad Duck’s menu offers options for all price points and budgets and includes discount/value meal options. Should SSP America be awarded a contract at FAT, SSP will work closely with Airport management to ensure the restaurant is offering an optimum mix of menu items, reflective of customer needs and preferences. All menu items will be available to go and served in disposable, easy-to-carry, flight-friendly packaging aligned with FAT’s commitment to environmental sustainability. CONFIDENTIAL AND PROPRIETARY Concept Fit • Relevance for FAT’s customers and the Concourse A location— Mad Duck Craft Brewing Co. brings a locally owned and operated brand serving craft brews and scratch made, chef- driven dishes. Menu includes a wide range of regionally focused dishes with something for everyone. Concept built for speed. • Complement the tenant neighborhood— Mad Duck delivers a locally-loved modern brand serving easy to please, award-winning craft brews backed by an all-American menu with regional flavors. One-stop convenience for the Concourse A tenant neighborhood. • Staying on trend and relevant for FAT—The key to industry success is innovation, and Mad Duck has proven an ability to innovate and meet their customers’ needs since the day the first craft brews were poured. Taking a rounded approach, each beer that is produced is done so based not only on demand for the product, but also for its balance on the menu with brewing styles and ingredient variations. As craft beer producers, Mad Duck is finely tuned to adjustments in the market, allowing them to always be on top of trends and able to adjust to changing needs as the markets dictate. CONFIDENTIAL AND PROPRIETARY Integrated technology In keeping with FAT’s commitment to enhancing the passenger experience, SSP America has designed the Mad Duck location to include world-class technological innovations. SSP’s technology systems are based on delivering flexibility to a diverse passenger base who have varying technology requirements. Our systems address three steps in the guest experience: menu review, order, and pay. Examples include At Your Gate ordering and delivery app, QR coded menus, order at table service, virtual kiosks, physical kiosks and line busters. Creating a Sense of Place Industry experts agree that local products and local flavor is important at the airport as a reflection of the city. This value permeates the airport experience and is closely linked to nearly every other value throughout the passenger’s experience. For Concourse A, Mad Duck Craft Brewing Co. brings a leading, Fresno community brewer who has put Mad Duck brews on the regional culinary map. Owner Alex Costa offers guests a true taste of the San Joaquin Valley region with his exceptional, award-winning seasonal and specialty craft beers. Mad Duck Craft Brewing Co. will be a celebration not only of Fresno’s unique brew culture—but also, the region’s culture of hospitality and strong sense of community. Mad Duck promises to bring passengers the unparalleled pleasure of enjoying local specialties the way the natives do—sense of place, bar none. And though we can’t guarantee you’ll see Alex Costa and friends’ kids running around Concourse A, classic arcade games like Duck Hunt and Golden tee and a bar-full of TVs aim to establish Mad Duck as the tenant neighborhood’s interactive hang-out spot. CONFIDENTIAL AND PROPRIETARY Steak & Poblano Enchiladas $23 Grilled steak wrapped in flour tortillas with fire roasted guajillo-chili sauce, pepper-jack cheese, fresh jalapeño pico, sour cream, avocado topped with two pan-fried eggs Fried Egg & Bacon Sando $16.50 Three pan fried eggs, smoked bacon and melted cheddar on grilled thick cut fresh sourdough, served with breakfast tots Breakfast Burrito $13 Your choice of smoked bacon, ham or pulled pork wrapped in a flour tortilla with breakfast tots, jalapeño pico and cheese. Try it topped with fresh sour cream and fire roasted guajillo-chili sauce +2 Steak & Eggs / 3 Egg Omelet $23/$19.50 Marinated steak, grilled to your liking served with two eggs any style, breakfast tots and choice of fresh sourdough toast, or seeded hearth-style toast. Avocado Toast (v) $13 *Available on gluten-free bread +$1 Seeded hearth-style toast, topped with smashed avocado, a pinch of chili flakes, EVOO, dressed arugula, cherry tomato halves and a pan-fried egg. Chilaquiles $17.50 Freshly made tortilla chips with pulled pork, fire roasted guajillo-chili sauce, jalapeno pico, avocado, and finished with a pan-fried egg. Deviled Eggs (gf) $9.50 Our classic deviled eggs, with crumbled bacon, green onions and spicy sriracha drizzle for those who like them spicy. Buffalo Chicken Dip $11 Our addictive combination of hot sauce, cream cheese, and diced chicken. Served with fresh tortilla chips for dipping. Steak Bites (gf) $16.50 Tender, marinated grilled steak morsels with chimichurri sauce & Sriracha. Mini-Beef Sliders x3 $14 American cheese, chimichurri aioli and caramelized onions on a fresh sweet onion bun Wings $16.50 Choose how you like ‘um- Mild, Hot, BBQ or Nashville style, served with Bleu Cheese or Ranch and fresh cut carrots. Loaded Tots $11 Our beloved tater tots, topped with beer cheese sauce, crumbled bacon, sour cream, avocado and jalapeno pico. Onion Rings (v) $7.50 Served with Cajun Remoulade dressing or Ranch Bavarian Pretzel (v) $11 Served warm, with house-made beer cheese sauce and beer mustard gf – gluten free v – vegetarian vg – vegan *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. Steak Salad $19.50 Mixed greens, marinated grilled steak, red onions, tomatoes, crumbled Bleu cheese & croutons tossed in light balsamic vinaigrette Walnut & Field Green (gf)(v) $14 Mixed greens with toasted walnuts, Bleu cheese & julienne apple in a light balsamic vinaigrette Cobb Salad (gf) $19.25 Chopped romaine lettuce topped with grilled diced chicken, bacon, avocado, tomato, chopped eggs & Bleu cheese crumbles Waldorf w/ Chicken (gf) $17.50 Mixed greens, Waldorf chicken salad with walnuts, grapes, crisp apples, celery and diced grilled chicken breast. *All Burgers available on a gluten-free bun (gf) +$1 *All burgers available with veggie patties (v) +$1 Burgers served with choice of fries, tots or coleslaw Smashburger $16.50 A double stack of smashed patties and melted American cheese, topped with sliced pickles and our own burger sauce. California Mad Burger $17.50 Simple and great, avocado, bacon & American cheese or fresh bun Backyard Burger $17.50 BBQ sauce, cheddar cheese, bacon & stacked onion rings or a fresh bun Patty Melt $16.50 Caramelized onions, melted American cheese and burger sauce on grilled fresh sourdough *All Sandos available on a gluten-free bun +$1 All sandos served with choice of fries, tots or coleslaw Fish & Chips $17.50 Mad Duck Blonde Ale battered Atlantic Whitefish fillets fried golden, served with a house-made tartar sauce, fresh lemon wedges Crispy Chicken & Fries $15.25 Traditional crispy chicken tenders lightly battered with your choice of dip Steak Sando $19.50 Marinated grilled steak, chimichurri aioli, Swiss cheese and caramelized onions on a grilled fresh hoagie. Nashville Chicken $18.50 Crispy chicken breast brushed with hot spices, topped with southern style creamy coleslaw and pickles to balance the heat, served on a toasted sweet bun Buffalo Chicken $18.50 Grilled chicken breast, topped with melted Swiss, your choice of hot or mild Buffalo sauce and smoked bacon on fresh bun. Cuban $17.50 Tender pulled pork, sliced ham, Swiss cheese with yellow mustard & tangy pickle slices served on a grilled hoagie. Kid Cheeseburger $8.50 Keep it simple, melted American cheese and ketchup, served with your choice of frozen grapes, fresh apples, French fries or tater tots and a drink Kid Nuggets $8.50 Boneless chicken nuggets, with your choice of frozen grapes, fresh apples, French fries or tater tots, don’t forget your favorite sauce for dipping. Kid Grilled Cheese (v) $7.50 Melted American cheese, grilled buttered sourdough and your choice of frozen grapes, fresh apples, French fries or Tater tots Oreo Peanut Butter Pie (v) $8.50 Made fresh and topped with whipped cream and chocolate sauce. $3.50 - $4.25 Coffee Hot Tea Orange Juice Apple Juice Iced Tea Assorted Fountain Soft Drinks Bottled Water CONFIDENTIAL AND PROPRIETARY Cobb Salad Wrap $15 Our classic Cobb Salad in a Spinach tortilla wrap Deviled Egg Sando (v) $15 Classic deviled egg salad, extra bacon and fresh sourdough Waldorf Chicken Sando $15 Seeded Heart-style bread BLT&A $15 Crispy smoked bacon, dressed arugula, tomatoes, avocado and chimichurri aioli of seeded hearth-style bread gf – gluten free v – vegetarian vg – vegan *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. $3.50 - $4.75 Bottled Water Assorted Bottled Soft Drinks Tropicana Juices – Orange, Apple or Cranberry Naked Juice Varieties Bottled Coffee Drinks Red Bull $2.25-$6.95 Chips, Pretzels, Popcorn (gf)(vg)(v) Chex Mix, Gardetto’s, Lays, Pringles, Arizona Snack Co, Kind Protein, Energy Bars (gf)(vg)(v) Balance, Harvest CONFIDENTIAL AND PROPRIETARY MAD DUCK CRAFT DRAFT BEER $7.50 HONEY POT BLONDE (ABV ~ 5%) California style dry-hopped blonde ale CITRA PALE ALE (ABV ~ 5.8%) Dry-hopped American pale ale IPA (ABV ~ 7%) Classic dry-hopped California IPA PUB ALE (ABV ~ 5.2%) American amber ale ALMOND BROWN ALE (ABV ~ 5.4%) Classic American brown ale OPULENCE (ABV ~ 5.7%) Oatmeal stout HOPICAL PARADISE (ABV ~ 4.8%) Dry-hopped American style wheat beer MOHAZEIC (ABV ~ 7%) Hazy New England IPA EL PATO LOCO (ABV ~ 4.8% ) Mexican style lager SEASONAL DRAFT ALE Rotating seasonal beer BOTTLED & CANNED BEER $6.50 - $9.50 COORS LIGHT 16oz Aluminum Bottles MILLER LITE 16oz Aluminum Bottles BUD LIGHT 16oz Aluminum Bottles BUDWEISER 16oz Aluminum Bottles HEINEKEN 16oz Cans LAGUNITAS IPA 19.2oz Cans TRULY WILD BERRY 12oz Cans ANGRY ORCHARD 12oz Bottles MICHELOB ULTRA 16oz Aluminum Bottles $ 8.50- $13.00 / glass WINE ON TAP Special selection red Special selection white/rosé REDS Angeline Cabernet Hope Family Wines Liberty School Cabernet Cru Pinot Noir WHITES Angeline Chardonnay Hope Family Wines Treana Chardonnay Cru Chardonnay Seaglass Pinot Grigio Stoneleigh Sauvignon Blanc BUBBLES Le Grand Courtage Brut Le Grand Courtage Brut Rosé $12.00 - $16.50 STRAWBERRY GINGER MULE Tito’s vodka, fresh ginger, lemon, simple syrup, ginger beer BLUEBERRY ELDERFLOWER LEMONADE Stoli blueberry vodka, elderflower liqueur, fresh blueberries, lemon juice, simple syrup, lemonade GRAPEFRUIT ROSEMARY SPRITZ Nolet’s Gin, Noninno Amaro, rosemary syrup, grapefruit juice, champagne DARK RUM OLD FASHIONED Zacapa rum, Cointreau, brown sugar syrup, old fashioned bitters, orange bitters EL VIEJITO Luna Azul reposado, Ancho Reyes chili liquor, jalapeño-agave simple syrup, orange bitters, lime juice RUSTY COPPER MUG Monkey Shoulder whisky, Drambuie, ginger beer, lemon juice SPICED APPLE MULE Tito’s vodka, apple brandy, honey syrup, ginger beer, apple cider WINTER PEARADISE Grey Goose Le Poire, pear nectar, smoked cinnamon bitters, vanilla syrup, lime juice BARREL AGED OLD FASHIONED Whiskey, Luxardo, old fashioned bitters, cherry bitters BARREL AGED BLACK WALNUT MANHATTAN Whiskey, walnut liqueur, black walnut bitters $12.50 - $15.95 GIN Hendrick’s Bombay Sapphire Tanqueray LIQUEUR Bailey’s Fireball Kahlua COGNAC Hennessey VS RUM Bacardi Silver Captain Morgan Malibu Coconut TEQUILA 1800 Silver Don Julio Patron Silver VODKA Grey Goose Absolut Ketel One Tito’s WHISKEY (BOURBON) Woodford Reserve Basil Hayden’s Elijah Craig Bulleit Bourbon Maker’s Mark Jack Daniels WHISKEY (SCOTCH) Glenfiddich 12 Johnnie Walker Black WHISKEY (CANADIAN) Crown Royal WHISKEY (IRISH) Jameson WHISKEY (RYE) Bulleit Rye SPIRITS *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY #SANDWICHKING The Brand Story “This ain’t your Momma’s sandwich shop!” In 2007, Ike Shehadeh, “a rebel with a dream,” opened a small sandwich shop in San Francisco’s Castro District. Lines around the block, craveable secret ingredients and inventive flavor combinations sparked a phenomenon spreading love and sandwiches across the country. Ike had changed the sandwich game forever. The brand has been defined by its innovative offerings and iconic flavors. The Dutch Crunch bread paired with Ike’s incomparable “Dirty Sauce,” a creamy garlic aioli toasted right into the bread, is a duo unlike any other. Every location comes with exclusive sandwich offerings that are eclectically named as a tribute to local celebrities and icons. Whether you eat vegetarian, vegan, halal, gluten- free, or meat, your first Ike’s sandwich sets you on an epic quest to try all the endless combinations and over 800 signature sandwiches. Ike’s Love & Sandwiches currently has almost 100 locations across six states. IKE’S LOVE & SANDWICHES CONCOURSE A, SPACE C-120 CONFIDENTIAL AND PROPRIETARY Rationale & Justification Enhance overall program California-based, regional brand serving freshly prepared sandwiches made using premium ingredients. Artisanal, fresh-forward approach to food. Enhance passenger experience True taste of the region serving sandwiches tailored specifically for the FAT location. Elevated, higher end choices. Cutting-edge, built-for-speed service. All menu items handcrafted to order. Relevance to FAT passengers and other Airport users Custom built sandwiches have universal appeal for all travelers. Menu meets all price points and dietary preferences. Maximize sales for FAT Built-for-speed service platform with wide appeal to all target audiences. Able to drive throughput and sales like few concepts can. Serves all day-parts. Meet the Brand “Ike’s will be great in the Fresno Airport because we satisfy the cravings of every type of traveler. Whether you have had a long day and want to indulge in a Matt Cain with turkey, roast beef, and salami, or are a business traveler who wants something a bit lighter like our Sometimes I’m a Vegetarian with marinated artichoke hearts, mushrooms, pesto, and provolone, you will continue on your travels happy and full after eating at Ike’s. As a brand founded in the Bay Area, we understand the sensibilities and diversity of the customer there. The local people of Fresno have responded accordingly with their support of our local locations, and we continue to grow in the market.” - Ike Shehadeh, Founder CONFIDENTIAL AND PROPRIETARY Bringing Ike’s Love & Sandwiches to FAT & meeting the passenger’s needs For FAT’s Concourse A, Space C-120 location, Ike’s Love & Sandwiches will flex its built-for-speed, quick service core muscles and build travelers’ sandwich dreams throughout every day-part. Standouts include fan favorites Menage A Trois stacked with chicken, honey mustard, BBQ sauce, real honey, pepper jack, Swiss and Cheddar; or, the Matt Cain filled with turkey, roast beef, salami, Godfather sauce and provolone. All sandwiches are built-to-order with gluten free and vegan options. Additional items include a range of gourmet salad bowls, chips, pretzels, popcorn and cookies. Early birds can enjoy the breakfast McLovin sandwich, filled with ham or bacon, egg and American cheese; the Room Service with egg and American; or a Dirty Bagel with cream cheese. Quick service drinks include a range of fountain drinks, premium water, juices, teas and coffee, as well as domestic beers, cider, cocktails and wine. Serving all day-parts, Ike’s menu has been developed to meet the diverse needs of today’s traveling public and includes options sensitive to most cultural and dietary needs, including low-calorie, low fat, and smaller portion options; as well as vegetarian and gluten-friendly options. Also reflective of the needs of today’s family routines, Ike’s menu will include options appropriately sized and priced for children. Ike’s menu offers options for all price points and budgets and includes discount/ value meal options. Should SSP America be awarded a contract at FAT, SSP will work closely with Airport management to ensure the restaurant is offering an optimum mix of menu items, reflective of customer needs and preferences. All menu items will be available to go and served in disposable, easy-to-carry, flight-friendly packaging aligned with FAT’s commitment to environmental sustainability. CONFIDENTIAL AND PROPRIETARY Concept Fit • Relevance for FAT’s customers and the Concourse A location—Ike’s Love & Sandwiches brings a California-based, white-hot regional brand offering premium quality, freshly prepared sandwiches with quick service baked into its DNA. Wide appeal to all demographics serving custom sandwiches made from elevated ingredients with cutting-edge, built for speed service. • Complement the tenant neighborhood—Ike’s brings an enormously popular, regional sandwich brand to the Concourse A location. Brand highly adept with high volume traffic. • Staying on trend and relevant for FAT— The key to industry success is innovation, and for 15 years, Ike’s has proven an ability to innovate and meet their customers’ needs. As an independent, regionally owned restaurant, Ike’s is finely tuned to adjustments in the market, allowing them to always be on top of trends and able to adjust to changing needs as the markets dictate. While sandwiches are a top-selling airport food and beverage purchase, proven across all markets, Ike’s incorporates a customization model offering guests a wide change of choices to meet all dietary preferences. Underscored by 100 highly successful restaurants across six states, Ike’s is fully equipped to understand the needs and wants of the ever evolving, hungry consumer. CONFIDENTIAL AND PROPRIETARY Integrated technology In keeping with FAT’s commitment to enhancing the passenger experience, SSP America has designed the Ike’s location to include world-class technological innovations. SSP’s technology systems are based on delivering flexibility to a diverse passenger base who have varying technology requirements. Our systems address three steps in the guest experience: menu review, order, and pay. Examples include At Your Gate ordering and delivery app, QR coded menus, order at table service, virtual kiosks, physical kiosks and line busters. Creating a Sense of Place Ike spends hours creating the menu for each new location with exclusive and iconic sandwiches, menus, and an exclusive Instagram wall that are connected to the city & community. Each menu comes with exclusive sandwich offerings created just for that location that are eclectically named as a tribute to local celebrities and icons. Ike’s proprietary bread for the whole company is baked by Fresno-based Max’s Artisan Breads—giving a further nod to regional flavors. In addition, while hiring local employees based within commuting distance to Fresno Yosemite International Airport, SSP America will ensure that San Joaquin Valley hospitality is maintained and that the brand will perform to its optimum best, fueled by local ingredients and customer service. CONFIDENTIAL AND PROPRIETARY Room Service (gf/vg as option) $9.75 Egg, American Cheese McLovin $9.75 Ham or Bacon, Egg, American Cheese Sandwiches Sandwiches available on Gluten-Free Bread (gf) +$1 Menage A Trios (gf as option) $13.10 Chicken (Halal), Honey Mustard, BBQ Sauce, Real Honey, Pepper Jack, Swiss, Cheddar Matt Cain (gf as option) $10.95 Turkey, Roast Beef, Salami, Godfather Sauce, Provolone Paul Rueben (gf as option) $15.85 Pastrami, Purple Slaw, French Dressing, Swiss Chase Ottney is a Hella Sexy (gf as option) $10.95 Turkey, Jack We’re Just Friends $13.45 Chicken (Halal), Zesty Orange Glaze, Avocado, Pepper Jack Jim Rome (gf as option) $13.10 Turkey, Red Pesto, Avocado, Cheddar Sometimes I’m a Vegetarian (v)(gf/vg as option) $11.95 Marinated Artichoke Hearts, Mushrooms, Pesto, Provolone Mel-lo Kitty (v)(vg as option) $13.95 Vegan Breaded Chicken, Zesty Orange Glaze, Avocado, Pepper Jack Pee Wee (v)(vg as option) $14.55 Vegan Turkey, Purple Slaw, French Dressing, Swiss Love Triangle (v)(vg as option) $14.95 Vegan Breaded Chicken, BBQ Sauce, Real Honey, Honey Mustard, Pepper Jack, Swiss, Cheddar Breakfast Served until 10:30 AM Breakfast Sandwiches available on Gluten-Free Bread (gf) +$1 Dirty Bagel (gf/vg as option) $5.50 Cream Cheese Fruit Bowl (v)(vg)(pk) $4.95 Yogurt Parfait (v)(pk) $5.95 Lunch & Dinner Value Meals – add chips and a fountain drink to any sandwich for $3.45 (v) vegetarian (vg) vegan (gf) gluten free *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY Salad Bowls (gf) Menage A Trios $13.10 Matt Cain $10.95 Paul Rueben $15.85 Chase Ottney is a Hella Sexy $10.95 We’re Just Friends $13.45 Jim Rome $13.10 Sometimes I’m a Vegetarian (v)(vg as option) $11.95 Mel-lo Kitty (v)(vg as option) $13.95 Pee Wee (v)(vg as option) $14.55 Love Triangle (v)(vg as option) $14.95 Kids Breakfast Served until 10:30 AM Room Service (gf/vg as option) $5.50 Egg, American Cheese McLovin $5.50 Ham or Bacon, Egg, American Cheese Lunch & Dinner Chester Cheese (v) $5.50 4 kinds of Cheese Turkey, Turkey, Turkey $5.50 Turkey, American Cheese Sides (v)(pk) $2.20 - $3.75 Zapp’s Chips Lays Chips Pretzels Popcorn Chex Mix Gardetto’s (v) vegetarian (vg) vegan (gf) gluten free *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY Beverages $2.75 – 5.25 Coffee Hot Tea Tropicana Juices Naked Juice Varieties Assorted Fountain Sodas Assorted Bottled Soft Drinks Red Bull Bottled Water Beer, Wine & Canned Cocktails $6.50 - $12.00 Coors Light 16oz Aluminum Bottles Miller Lite 16oz Aluminum Bottles Bud Light 16oz Aluminum Bottles Budweiser 16oz Aluminum Bottles Heineken 16oz Cans Lagunitas IPA 19.2oz Cans Truly Wild Berry 12oz Cans Angry Orchard Hard Cider 12oz Cans Michelob Ultra 16oz Aluminum Bottles La Marca Prosecco Sparkling Wine Mini Bev Glitz Sparking White Wine Bev Glow California Sparking Sauvignon Blanc Bev California Pinot Grigio Bev Glam Sparkling Rose Wine Bev California Pinot Noir Cutwater Lime Margarita Cutwater Vodka Mule Cutwater Rum Mojito Cutwater Gin & Tonic *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY THE BRAND STORY For over fifty years, Peet’s Coffee has stood the test of time, both for the loyalty of its customers and, for the devotion of its proprietors, who continue to abide by the principles of the late Alfred Peet, who opened his first shop in Berkeley, California in 1966. Over the years, Peet’s has remained a small but mighty company dedicated to masterful, artisan methods. Peet’s beans are direct-trade ethically sourced and roasted by hand in small batches, ensuring that the beans’ distinctive flavors are preserved and that guests get the same, consistently flavorful cup of coffee. Peet’s also offers a thoughtful selection of high-quality herbal, certified organic and rare teas. As the pioneer of Cold Brew and On Tap Programs, Peet’s is the nation’s leader in these categories. Tailor-made for FAT’s Concourse A, Space C-134 location, Peet’s is a global coffee leader with modern innovations dedicated to gourmet, artisanal methods and ethical sourcing. Peet’s delivers wide appeal to all passenger demographics serving exceptional handcrafted drinks made from premium ingredients with cutting-edge, built-for-speed service. PEET’S CONCOURSE A, SPACE C-134 North America’s artisan coffee movement began with Peet’s TM CONFIDENTIAL AND PROPRIETARY RATIONALE & JUSTIFICATION Enhance overall program California-based, global coffee icon serving handcrafted, gourmet coffees made from premium ingredients. Enhance passenger experience Global coffee leader with modern innovations, dedicated to artisanal methods and ethical sourcing. All menu items handcrafted to order. Relevance to FAT passengers and other Airport users Coffee has universal appeal for all travelers and airport users. Menu meets all price points and dietary preferences. Maximize sales for FAT Elevated, higher end choices. Cutting-edge, built-for-speed service with revenue-driving, proprietary self-order kiosks. Serves all-day parts. MEET THE BRAND “Peet’s Coffee was founded as a single coffee shop here in California in 1966 and we are proudly known as the first brand to bring quality, craft coffee here to the United States. Today, we continue the high touch, hand crafted approach we pioneered while also offering ever new and exciting beverages that appeal to today’s modern coffee drinker. We are proud to be California’s leading premium coffee brand and to represent the region with our operations at Curry Village in Yosemite National Park. Together with SSP, we would be thrilled to bring the best coffee and customer experience to your passengers at Fresno International Airport.” – Robyn Quintal, Senior Director of Licensing Operations CONFIDENTIAL AND PROPRIETARY BRINGING PEET’S TO FAT & MEETING THE PASSENGER’S NEEDS For FAT’s Concourse A, Space C-134 location, SSP America is delighted to propose a unique, java joint craft bar experience. Coffee won’t get any fresher than this—with Peet’s state-of-the-art roasting facilities in Alameda, FAT will receive regular deliveries of world-class award-winning coffee beans, straight from the roaster. Peet’s will offer a full lineup of green practice, fair trade estate-grown coffees and teas. In-house, the artisan focus continues on service, with drinks prepared by meticulously trained baristas. From cold brew, macchiatos, cappuccinos, lattes and simple espressos to certified organic hot teas—a wide range of handcrafted drinks will meet every passenger’s needs. Menu items will address all day- parts (including breakfast, lunch and dinner) and will include gourmet sandwiches and salads, one- of-a-kind breakfast sandwiches as well as a wide range of fresh grab-and-go items—all tailored specifically to the FAT location. Bottled juices, waters and soft drinks round out the menu. In addition, Peet’s will offer a retail element to include a carefully curated selection of items that lend to the artisanal theme. From French press pots, tea strainers and temperature gauges to beautiful cups and mugs and a range of roasted coffees, the choice will add intrigue and interest for passengers as well as drive further sales. Serving all day-parts, Peet’s menu has been developed to meet the diverse needs of today’s traveling public and includes options sensitive to most cultural and dietary needs, including low-calorie, low fat, and smaller portion options; as well as vegetarian and gluten-friendly options. Also reflective of the needs of today’s family routines, Peet’s menu will include options appropriately sized and priced for children. Peet’s menu offers options for all price points and budgets and includes discount/value meal options. Should SSP America be awarded a contract at FAT, SSP will work closely with Airport management to ensure the restaurant is offering an optimum mix of menu items, reflective of customer needs and preferences. All menu items will be available to go and served in disposable, easy-to-carry, flight-friendly packaging aligned with FAT’s commitment to environmental sustainability. CONFIDENTIAL AND PROPRIETARY CONCEPT FIT • Relevance for FAT’s customers and the Concourse A location— Peet’s brings California- based, global coffee icon serving handcrafted, gourmet coffees made from premium ingredients. Wide appeal to all demographics. Coffee landscape changing with growing preference among Millennials and Gen Z for artisanal coffeehouses. Backed by cutting-edge, built-for-speed service. • Complement the tenant neighborhood—Peet’s brings an award-winning, regional coffee brand to the Concourse A location. Brand highly adept with high volume traffic. • Staying on trend and relevant for FAT— Never settling for the status quo, Peet’s is constantly innovating — from introducing seasonal drinks to finding new ways to make its packaging more sustainable. In addition, SSP America’s onsite management team will ask FAT’s Concessions Management for updated customer demographics on an annual basis and adjust the offer according to changes in the customer demographics and food trends that match these changes. CONFIDENTIAL AND PROPRIETARY INTEGRATED TECHNOLOGY In keeping with FAT’s commitment to enhancing the passenger experience, SSP America has designed the Peet’s location to include world-class technological innovations. SSP’s technology systems are based on delivering flexibility to a diverse passenger base who have varying technology requirements. Our systems address three steps in the guest experience: menu review, order, and pay. Examples include At Your Gate ordering and delivery app, QR coded menus, order at table service, virtual kiosks, physical kiosks and line busters. CREATING A SENSE OF PLACE Peet’s Coffee is a regional brand with a national presence. In order to capture the spirit of the San Joaquin Valley for the Concourse A, Space C-134 location, SSP America will work with the brand to create regional menu options specifically tailored for the FAT traveler and will source local ingredients wherever possible. In addition, while hiring local employees based within commuting distance to Fresno Yosemite International Airport, SSP America will ensure that San Joaquin Valley hospitality is maintained and that the brand will perform to its optimum best, fueled by local ingredients and customer service. CONFIDENTIAL AND PROPRIETARY BOTTLED/CANNED BEVERAGES Naked Juice Varieties $4.65 Tropicana Juices – Orange, Apple or Cranberry $3.75 Bottled Coffee Drinks $4.50 Red Bull $4.75 Assorted Soft Drinks $4.25 Bottled Water $4.25 BAKED GOODS(v)(p) Pumpkin Golden Raisin Bread $4.00 Zucchini Cranberry Bread $4.00 Banana Chocolate Muffin $4.25 Blueberry Streusel Muffin $4.25 Coffee Cake $4.00 Brownie $3.50 Snickerdoodle Cookie $2.75 Oatmeal Cookie $2.75 HOT BREAKFAST Egg and Cheese Breakfast Sandwich $9.00 Maple Chicken Sausage Breakfast Sandwich $10.50 Whole-Grain Steel-Cut Oatmeal (vg)(v) $5.50 HOT SANDWICHES Caprese Panini (v) $12.99 Ultimate Grilled Cheese (v) $12.99 Turkey and Brie $13.99 COLD SANDWICHES (p) Beef and Cheddar $12.95 Ham and Cheddar $12.95 Hummus Veggie (vg)(v) $11.95 SALADS (p) Caesar Salad (v) $12.95 Chopped Salad (v) $12.95 Chef’s Shaker Salad with Wild Ruby Blend (v) $11.95 FRUIT & YOGURT (p) Yogurt parfait (gf)(v) $5.95 Seasonal Fruit (gf)(vg)(v) $4.95 Hummus Veggie Cup (gf)(vg)(v) $4.95 PRE-PACKAGED SNACKS (p) $2.25-$7.95 Chips, Pretzels, Popcorn : Chex Mix, Gardetto’s, Lays, Pringles Cookies, Danish, Muffins: Brownie Baker, Nabisco, Pillsbury Gluten-free, Organic, Soy (gf)(vg)(v): Bakery on Main, Enjoy Life, I Love Keenwah Healthy Snacks (gf)(vg)(v): Apples, Bananas, Oranges Hummus (gf)(vg)(v): Go Picnic, Mediterranean Snacks Nuts, Trail Mix, Dried Fruit (gf)(vg)(v): Almond Brothers, Arizona Snack Co, Kind Protein, Energy Bars (gf)(vg)(v): Balance, Harvest COFFEE S M L Coffee of the Day $3.19 $3.65 $4.10 Café au Lait $3.90 $4.40 $4.80 ESPRESSO S M L Cappuccino $4.65 $5.40 $5.85 Americano $4.10 $5.20 $5.20 Espresso $3.00 $3.95 $5.00 Latte $4.85 $5.65 $6.25 Vanilla Latte $5.55 $6.30 $6.90 Caramel Macchiato $5.75 $6.50 $7.15 Mocha $5.35 $6.15 $6.85 White Chocolate Mocha $5.75 $6.45 $7.15 Substitute oat or soy milk +$.80 TEA & HOT CHOCOLATE S M L Hot Cocoa $4.40 $4.80 $5.15 Hot Tea – Black, Green or Herbal $3.30 $3.79 Matcha Green Tea Latte $5.20 $6.05 $6.45 Chai Latte $5.20 $6.05 $6.45 Iced Tea – Black, Green or Herbal $3.30 $3.90 $4.30 ICED & COLD BREW S M L Cold Brew Iced Coffee $4.10 $4.85 $5.15 Nitro Cold Brew on Tap $5.40 $6.15 The Black Tie $4.75 $5.55 $6.05 Iced Latte $5.65 $6.30 $6.85 Iced Caramel Macchiato $5.65 $6.30 $6.85 Iced Mocha $5.65 $6.30 $6.85 gf – gluten free vg – vegan v – vegetarian p – pre-packaged *All pricing listed based on today’s local pricing. Upon opening, all pricing will comply with the FAT pricing policy. CONFIDENTIAL AND PROPRIETARY PRICING POLICY SSP America is committed to providing guests the fair level pricing that they will find in comparable street locations. To establish pricing levels, SSP America uses a “market basket” pricing strategy. Using Fresno city center and comparable small hub airports as a benchmark, we will seek out establishments that are similar in menu, décor, quality and service to those at the airport. We will evaluate pricing on a regular basis to ensure guests are receiving top value for their choices, and work with airport management to ensure our compliance to the City of Fresno’s pricing policy. Our menus will offer a wide range of products and prices that will satisfy the needs of every demographic. SSP pricing policy allows for delivery of quality products that best meet the needs of the traveling public at reasonable prices, while optimizing revenue for Fresno Yosemite International Airport. CONFIDENTIAL AND PROPRIETARY 4 PROJECTED GROSS RECEIPTS, RENT AND CASH FLOW EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $5,450,605 $5,590,449 $5,790,798 $6,015,490 $6,269,213 $6,499,495 $6,732,716 $7,002,025 $7,282,106 $7,573,390 $7,876,326 $8,191,379 $8,519,034 $8,859,795 $9,214,187 $106,867,005 Operating Expenses Cost of Goods 19.2%$1,046,516 $1,073,366 $1,111,833 $1,154,974 $1,203,689 $1,247,903 $1,292,681 $1,344,389 $1,398,164 $1,454,091 $1,512,255 $1,572,745 $1,635,654 $1,701,081 $1,769,124 $20,518,465 Labor 33.3%$1,817,766 $1,864,404 $1,931,220 $2,006,154 $2,090,770 $2,167,569 $2,245,348 $2,335,162 $2,428,568 $2,525,711 $2,626,739 $2,731,809 $2,841,081 $2,954,725 $3,072,913 $35,639,940 Space Rent $40.00 $164,000 $172,200 $180,810 $189,851 $199,343 $209,310 $219,776 $230,764 $242,303 $254,418 $267,139 $280,496 $294,520 $309,246 $324,709 $3,538,884 Percentage Rent 10.0%$381,061 $386,845 $398,270 $411,698 $427,578 $440,639 $453,496 $469,438 $485,908 $502,921 $520,494 $538,642 $557,383 $576,733 $596,710 $7,147,816 Other Direct Expenses 3.1%$168,969 $173,304 $179,515 $186,480 $194,346 $201,484 $208,714 $217,063 $225,745 $234,775 $244,166 $253,933 $264,090 $274,654 $285,640 $3,312,877 G&A 5.1%$277,981 $285,113 $295,331 $306,790 $319,730 $331,474 $343,369 $357,103 $371,387 $386,243 $401,693 $417,760 $434,471 $451,850 $469,924 $5,450,217 Royalties 3.0%$163,518 $167,713 $173,724 $180,465 $188,076 $194,985 $201,981 $210,061 $218,463 $227,202 $236,290 $245,741 $255,571 $265,794 $276,426 $3,206,010 Utilities 1.5%$81,759 $83,857 $86,862 $90,232 $94,038 $97,492 $100,991 $105,030 $109,232 $113,601 $118,145 $122,871 $127,786 $132,897 $138,213 $1,603,005 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $28,954 $30,077 $31,346 $32,497 $33,664 $35,010 $36,411 $37,867 $39,382 $40,957 $42,595 $44,299 $433,059 Total Operating Expenses 75.7%$4,101,570 $4,206,802 $4,357,565 $4,555,598 $4,747,648 $4,922,203 $5,098,853 $5,302,674 $5,514,781 $5,735,372 $5,964,787 $6,203,378 $6,451,513 $6,709,574 $6,977,957 $80,850,274 EBITDA 24.3%$1,349,035 $1,383,647 $1,433,234 $1,459,891 $1,521,565 $1,577,291 $1,633,863 $1,699,351 $1,767,325 $1,838,018 $1,911,539 $1,988,000 $2,067,520 $2,150,221 $2,236,230 $26,016,732 Amortization/Depreciation 3.6%-$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$3,847,990 Interest & Taxes (24%)24.0%-$323,768 -$332,075 -$343,976 -$350,374 -$365,176 -$378,550 -$392,127 -$407,844 -$424,158 -$441,124 -$458,769 -$477,120 -$496,205 -$516,053 -$536,695 -$6,244,016 NET PROFIT 14.9%$768,734 $795,039 $832,725 $852,985 $899,857 $942,209 $985,203 $1,034,974 $1,086,634 $1,140,361 $1,196,237 $1,254,348 $1,314,783 $1,377,635 $1,443,002 $15,924,726 PERMITTED USE FULL SERVICE LOCATION POD SQUARE FOOTAGE 4100 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $939$939 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,311,962 $1,345,623 $1,393,847 $1,447,930 $1,509,001 $1,564,430 $1,620,567 $1,685,389 $1,752,805 $1,822,917 $1,895,834 $1,971,667 $2,050,534 $2,132,555 $2,217,857 $25,722,917 Operating Expenses Cost of Goods 24.0%$314,871 $322,949 $334,523 $347,503 $362,160 $375,463 $388,936 $404,493 $420,673 $437,500 $455,000 $473,200 $492,128 $511,813 $532,286 $6,173,500 Labor 40.0%$525,140 $538,614 $557,916 $579,564 $604,009 $626,196 $648,666 $674,612 $701,597 $729,661 $758,847 $789,201 $820,769 $853,600 $887,744 $10,296,137 Space Rent $40.00 $33,680 $35,364 $37,132 $38,989 $40,938 $42,985 $45,134 $47,391 $49,761 $52,249 $54,861 $57,604 $60,484 $63,509 $66,684 $726,766 Percentage Rent 10.0%$97,516 $99,198 $102,252 $105,804 $109,962 $113,458 $116,922 $121,148 $125,520 $130,043 $134,722 $139,562 $144,569 $149,747 $155,102 $1,845,526 Other Direct Expenses 3.1%$40,671 $41,714 $43,209 $44,886 $46,779 $48,497 $50,238 $52,247 $54,337 $56,510 $58,771 $61,122 $63,567 $66,109 $68,754 $797,410 G&A 5.1%$66,910 $68,627 $71,086 $73,844 $76,959 $79,786 $82,649 $85,955 $89,393 $92,969 $96,688 $100,555 $104,577 $108,760 $113,111 $1,311,869 Royalties 3.0%$39,359 $40,369 $41,815 $43,438 $45,270 $46,933 $48,617 $50,562 $52,584 $54,688 $56,875 $59,150 $61,516 $63,977 $66,536 $771,688 Utilities 1.5%$19,679 $20,184 $20,908 $21,719 $22,635 $23,466 $24,308 $25,281 $26,292 $27,344 $28,438 $29,575 $30,758 $31,988 $33,268 $385,844 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $6,969 $7,240 $7,545 $7,822 $8,103 $8,427 $8,764 $9,115 $9,479 $9,858 $10,253 $10,663 $104,237 Total Operating Expenses 87.1%$1,137,827 $1,167,019 $1,208,843 $1,262,717 $1,315,953 $1,364,330 $1,413,292 $1,469,792 $1,528,584 $1,589,727 $1,653,316 $1,719,449 $1,788,227 $1,859,756 $1,934,146 $22,412,976 EBITDA 12.9%$174,135 $178,603 $185,004 $185,213 $193,049 $200,100 $207,274 $215,597 $224,221 $233,190 $242,518 $252,218 $262,307 $272,799 $283,711 $3,309,940 Amortization/Depreciation 2.9%-$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$757,800 Interest & Taxes (24%)24.0%-$41,793 -$42,865 -$44,401 -$44,451 -$46,332 -$48,024 -$49,746 -$51,743 -$53,813 -$55,966 -$58,204 -$60,532 -$62,954 -$65,472 -$68,091 -$794,386 NET PROFIT 6.8%$81,823 $85,218 $90,083 $90,242 $96,197 $101,556 $107,008 $113,334 $119,888 $126,704 $133,793 $141,166 $148,833 $156,807 $165,101 $1,757,755 PERMITTED USE NATIONAL BRANDED COFFEE LOCATION C134 SQUARE FOOTAGE 842 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $900$900 FRESNO INTERNATIONAL AIRPORT TM CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,731,790 $1,776,222 $1,839,878 $1,911,268 $1,991,882 $2,065,048 $2,139,148 $2,224,714 $2,313,702 $2,406,250 $2,502,500 $2,602,600 $2,706,704 $2,814,973 $2,927,572 $33,954,250 Operating Expenses Cost of Goods 21.0%$363,676 $373,007 $386,374 $401,366 $418,295 $433,660 $449,221 $467,190 $485,877 $505,313 $525,525 $546,546 $568,408 $591,144 $614,790 $7,130,393 Labor 44.1%$764,099 $783,703 $811,789 $843,287 $878,856 $911,138 $943,833 $981,586 $1,020,849 $1,061,683 $1,104,151 $1,148,317 $1,194,249 $1,242,019 $1,291,700 $14,981,258 Space Rent $40.00 $31,480 $33,054 $34,707 $36,442 $38,264 $40,177 $42,186 $44,296 $46,510 $48,836 $51,278 $53,841 $56,534 $59,360 $62,328 $679,293 Percentage Rent 10.0%$141,699 $144,568 $149,281 $154,685 $160,924 $166,327 $171,729 $178,176 $184,860 $191,789 $198,972 $206,419 $214,137 $222,137 $230,429 $2,716,132 Other Direct Expenses 3.1%$53,685 $55,063 $57,036 $59,249 $61,748 $64,016 $66,314 $68,966 $71,725 $74,594 $77,578 $80,681 $83,908 $87,264 $90,755 $1,052,582 G&A 5.1%$88,321 $90,587 $93,834 $97,475 $101,586 $105,317 $109,097 $113,460 $117,999 $122,719 $127,628 $132,733 $138,042 $143,564 $149,306 $1,731,667 Royalties 3.0%$51,954 $53,287 $55,196 $57,338 $59,756 $61,951 $64,174 $66,741 $69,411 $72,188 $75,075 $78,078 $81,201 $84,449 $87,827 $1,018,628 Utilities 1.5%$25,977 $26,643 $27,598 $28,669 $29,878 $30,976 $32,087 $33,371 $34,706 $36,094 $37,538 $39,039 $40,601 $42,225 $43,914 $509,314 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $9,199 $9,556 $9,959 $10,325 $10,696 $11,124 $11,569 $12,031 $12,513 $13,013 $13,534 $14,075 $137,593 Total Operating Expenses 88.2%$1,520,891 $1,559,912 $1,615,815 $1,687,711 $1,758,864 $1,823,523 $1,888,965 $1,964,482 $2,043,061 $2,124,783 $2,209,775 $2,298,166 $2,390,092 $2,485,696 $2,585,124 $29,956,859 EBITDA 11.8%$210,899 $216,310 $224,062 $223,557 $233,017 $241,524 $250,182 $260,232 $270,642 $281,467 $292,726 $304,435 $316,612 $329,277 $342,448 $3,997,391 Amortization/Depreciation 3.5%-$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$1,180,500 Interest & Taxes (24%)24.0%-$50,616 -$51,914 -$53,775 -$53,654 -$55,924 -$57,966 -$60,044 -$62,456 -$64,954 -$67,552 -$70,254 -$73,064 -$75,987 -$79,026 -$82,187 -$959,374 NET PROFIT 5.5%$81,583 $85,696 $91,587 $91,203 $98,393 $104,858 $111,439 $119,077 $126,988 $135,215 $143,772 $152,671 $161,925 $171,550 $181,560 $1,857,517 PERMITTED USE QUICK SERVE LOCATION C120 SQUARE FOOTAGE 787 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1500$1500 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $8,494,357 $8,712,293 $9,024,523 $9,374,687 $9,770,095 $10,128,972 $10,492,430 $10,912,128 $11,348,613 $11,802,557 $12,274,660 $12,765,646 $13,276,272 $13,807,323 $14,359,616 $166,544,172 Operating Expenses Cost of Goods 20.3%$1,725,063 $1,769,322 $1,832,731 $1,903,843 $1,984,144 $2,057,026 $2,130,839 $2,216,072 $2,304,715 $2,396,904 $2,492,780 $2,592,491 $2,696,190 $2,804,038 $2,916,200 $33,822,358 Labor 36.6%$3,107,005 $3,186,720 $3,300,925 $3,429,006 $3,573,636 $3,704,903 $3,837,846 $3,991,360 $4,151,014 $4,317,055 $4,489,737 $4,669,327 $4,856,100 $5,050,344 $5,252,357 $60,917,335 Space Rent $40.00 $229,160 $240,618 $252,649 $265,281 $278,545 $292,473 $307,096 $322,451 $338,574 $355,502 $373,277 $391,941 $411,538 $432,115 $453,721 $4,944,944 Percentage Rent 10.0%$620,276 $630,611 $649,803 $672,187 $698,464 $720,425 $742,147 $768,762 $796,288 $824,753 $854,188 $884,623 $916,089 $948,617 $982,240 $11,709,474 Other Direct Expenses 3.1%$263,325 $270,081 $279,760 $290,615 $302,873 $313,998 $325,265 $338,276 $351,807 $365,879 $380,514 $395,735 $411,564 $428,027 $445,148 $5,162,869 G&A 5.1%$433,212 $444,327 $460,251 $478,109 $498,275 $516,578 $535,114 $556,519 $578,779 $601,930 $626,008 $651,048 $677,090 $704,173 $732,340 $8,493,753 Royalties 3.0%$254,831 $261,369 $270,736 $281,241 $293,103 $303,869 $314,773 $327,364 $340,458 $354,077 $368,240 $382,969 $398,288 $414,220 $430,788 $4,996,325 Utilities 1.5%$127,415 $130,684 $135,368 $140,620 $146,551 $151,935 $157,386 $163,682 $170,229 $177,038 $184,120 $191,485 $199,144 $207,110 $215,394 $2,498,163 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $45,123 $46,873 $48,850 $50,645 $52,462 $54,561 $56,743 $59,013 $61,373 $63,828 $66,381 $69,037 $674,890 Total Operating Expenses 80.0%$6,760,287 $6,933,733 $7,182,223 $7,506,026 $7,822,465 $8,110,056 $8,401,111 $8,736,947 $9,086,425 $9,449,882 $9,827,877 $10,220,992 $10,629,832 $11,055,025 $11,497,226 $133,220,109 EBITDA 20.0%$1,734,070 $1,778,560 $1,842,300 $1,868,661 $1,947,630 $2,018,916 $2,091,319 $2,175,181 $2,262,188 $2,352,675 $2,446,782 $2,544,654 $2,646,440 $2,752,297 $2,862,389 $33,324,063 Amortization/Depreciation 3.5%-$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$5,786,290 Interest & Taxes (24%)24.0%-$416,177 -$426,854 -$442,152 -$448,479 -$467,431 -$484,540 -$501,917 -$522,043 -$542,925 -$564,642 -$587,228 -$610,717 -$635,146 -$660,551 -$686,973 -$7,997,775 NET PROFIT 11.7%$932,141 $965,953 $1,014,395 $1,034,430 $1,094,447 $1,148,623 $1,203,650 $1,267,385 $1,333,510 $1,402,281 $1,473,802 $1,548,184 $1,625,542 $1,705,993 $1,789,663 $19,539,998 PERMITTED USE TOTAL LOCATION SSP America, Inc. SQUARE FOOTAGE 5729 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1,010$1,010 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY ASSUMPTIONS CATEGORY FACTORS Sales Projected a 1% increase year over year for operational efficiencies, coupled with the projected passenger count, to get the year over year sales increases Cost of Goods Estimates based off of similar units that we operate in our U.S. airports Labor Based off projected staffing guidelines, also included is administrative labor (Director of Operations, Administrative personnel) Other Direct Expenses Calculated based on similar operations from our restaurants across California and the U.S. and adjusted specifically to the FAT operating environment General & Administrative Developed based on operational support needs to ensure a first class passenger experience at FAT Royalties Based off of the contracts we have with the specific brands Utilities Based on utility needs of each brand priced at expected local market rates Depreciation / Amortization Corrected the depreciation calculation provided in the RFP proforma to account for the 15 year asset life Future Development These proformas only include the first three F&B locations (POD, C134, and C120). Proformas for any future development spaces will be done at a later time closer to projected opening dates CONFIDENTIAL AND PROPRIETARY 5 PROPOSED CAPITAL INVESTMENT FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 3 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO THE PURCHASING MANAGER, CITY OF FRESNO Having carefully examined the Request for Proposals, attachments and related documents, the undersigned proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the following: SCHEDULE 1: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER FOOD & BEVERAGE CONCESSION UNIT SCHEDULE NO.1 – FAT: Initial Capital Investment (Dollar Amount) per Food & Beverage Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each Food & Beverage Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Concourse A; Space C-120 (787sq.ft.) National Branded Coffee 2023 $ Concourse A; Space C-134 (842.ft.) Quick Service Restaurant (local concept preferred) 2023 $ Concourse A; Space POD (5,000sq.ft.) F&B ONLY Food & Beverage location(s) w/ Full Bar & News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All Food & Beverage Units $ *The quantities/square footage listed on the proposal page(s) are estimates. FAT Total Schedule No. 1 is $______________________________________ dollars and _________________________ cents. 1,180,500.00 757,800.00 3,847,990.00 5,786,290.00 Five Million seven hundred eighty six thousand two hundred ninety zero SSP America, Inc. *Please note that Space POD above is showing 5,000sq.ft., as per Addendum No. 5, this space was updated to 4,100sq.ft. All capital investment amounts will be funded by internal reserves CONFIDENTIAL AND PROPRIETARY EXHIBIT B Square Footage is preliminary until final As Builts are completed CONCESSION SPACEFOOD & BEVERAGE CONCESSIONSLOCATIONS - OVERVIEWC120C134C203G217± 787 SF± 842 SF± 4,465 SF - FOOD & BEVERAGE± 2,041 SF C120 787 SF DATE:FRESNO YOSEMITE INTERNATIONAL AIRPORT LEASEOUTLINEDRAWINGSTERMINAL CONCESSIONSSCALE:SHEET NUMBER:07/14/2218"=1'-0"C120TERMINAL KEY GENERAL NOTES: 1.ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES 2.OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY.TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS 3.BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB,G.C.TO ENSURE THAT THE CONCRETE AT THAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C. SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OF THE STRUCTURAL INTEGRITY OF THE FLOOR.IN THIS CASE,THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONAL STRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBAR IS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB. DISCLAIMER: THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS,APPROXIMATE DIMENSIONS,AND OVERALL AREA OF SHELL LEASE SPACE.INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE.AS STATED IN GENERAL NOTES 1 AND 2,TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK. C134 842 SF CW HW POWER FROM HALLWAY HOT/COLD WATER FRESNO YOSEMITE INTERNATIONAL AIRPORT LEASEOUTLINEDRAWINGSTERMINAL CONCESSIONSTERMINAL KEY GENERAL NOTES: 1.ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES 2.OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY.TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS 3.BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB,G.C.TO ENSURE THAT THE CONCRETE AT THAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C. SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OF THE STRUCTURAL INTEGRITY OF THE FLOOR.IN THIS CASE,THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONAL STRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBAR IS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB. DISCLAIMER: THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS,APPROXIMATE DIMENSIONS,AND OVERALL AREA OF SHELL LEASE SPACE.INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE.AS STATED IN GENERAL NOTES 1 AND 2,TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE:SCALE:SHEET NUMBER:07/14/22332"=1'-0"C134LEGEND HOT WATER COLD WATER GAS LINE GREASE LINE POD FOOD & BEVERAGE± 4,465 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 05/08/23 116" = 1' - 0" C203 CIRCULATIONCONCESSION2041 SFMEN'SRESTROOMSERVICE FAMILYRESTROOMRESTROOMSTORAGEFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSGENERAL NOTES:TERMINAL KEY1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" G217 PAYMENT VESTIBULE CASHIER VIOLATOR PROPERTY STORAGE AG/CANINE SUPERVISOR OFFICE CANINE REFR STORAGE STORAGEUNI RR UNI RR JANITORIAL ARRIVALS RECEPTION HALL EXIT CONTROL 34"CWDNCONCESSION142SFTERMINAL KEY FRESNO YOSEMITE INTERNATIONAL AIRPORT LEASEOUTLINEDRAWINGSTERMINAL CONCESSIONS1STFLOOREXPANSION UTILITIESGENERAL NOTES: 1.ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES 2.OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY.TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS 3.BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB,G.C.TO ENSURE THAT THE CONCRETE AT THAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C. SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OF THE STRUCTURAL INTEGRITY OF THE FLOOR.IN THIS CASE,THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONAL STRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBAR IS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB. DISCLAIMER: THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS,APPROXIMATE DIMENSIONS,AND OVERALL AREA OF SHELL LEASE SPACE.INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE.AS STATED IN GENERAL NOTES 1 AND 2,TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE:SCALE:SHEET NUMBER:07/14/2218" = 1'-0"G193LEGEND HOT WATER COLD WATER GAS LINE GREASE LINE Future Development Space F&B CONCESSIONSLEASE OFFICE±637SFN&C CONCESSIONSLEASE OFFICE±633SFALASKA AIRLINESLEASETSA TRAININGROOMTSASTORAGELEASEOFFICEN&C CONCESSIONSSTORAGE±750SFF&B CONCESSIONSTORAGE±618SFRESTROOMRESTROOMRESTROOMFARMER'SMARKETSTORAGE ROOMCOMMROOMELECROOMSTORAGE±94SFSTORAGE±94SFSTORAGE±67SFSTORAGE±58SFSTORAGE±45SFSTORAGE±39SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCENTRAL DISTRIBUTION AREA / CONCESSION STORAGELAST EDITED: 6/29/23 N&C CONCESSIONSLEASE OFFICE±188SFF&B CONCESSIONSLEASE OFFICE±192SFF&B CONCESSIONSLEASE OFFICE±192SFN&C CONCESSIONSLEASE OFFICE±188SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCONCESSION STORAGE (1ST FLOOR POD)LAST EDITED: 6/5/23 EXHIBIT C , News Gift Convenience Report Prepared by: Date Prepared: Signature: Monthly Concessions Report Gross Revenue Total Amount Due with this Report:-$ Location 1 Location 2 Location 3 Overall for Month Gross Revene Total Gross Receipts -$ Month Year Tenant Name EXHIBIT D Development Schedule EXHIBIT E AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) COMMITMENT FORM The ACDBE goal for this concession package is ____% NOTE: The City will only credit ACDBE participation that is certified by an approved certification entity at the time of proposal submission. The undersigned concessionaire/vendor has satisfied the requirements of the proposal specifications in the following manner (Please check () only one box): 100% Self-Performance: The proposer, a certified ACDBE firm and sole concessionaire, is committed to meeting or exceeding the ACDBE goal through 100% self-performance. (If checked, must submit required ACDBE certificate). Percentage Participation: The proposer is committed to meeting or exceeding the ACDBE goal, with a minimum of ____% ACDBE participation on this concessions package. The proposer is unable to meet the ACDBE goal and is committed to a minimum of _____% ACDBE participation on this concessions package and submits documentation demonstrating good faith efforts. The proposer is unable to meet the ACDBE goal and submits documentation demonstrating good faith efforts. NOTE: Based on the response provided above by Proposer, City may require the submission of additional clarifying information upon notification of award or during the evaluation process. Name of Proposing Entity: ______________________________________________________________ Name of Authorized Representative or Designee: ____________________________________________ Title: _______________________________________________________________________________ Signature____________________________________________________________________________ EXHIBIT F DISCLOSURE OF CONFLICT OF INTEREST between City of Fresno (“Fresno”) (“ ”) 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) EXHIBIT G Product and Price List EXHIBIT H New & Renewal Badge Checklist Badge Forms: _____ Identification Badge Application (Reviewed and signed by Signor) _____ Driver’s Training Questionnaire (If you will be driving on Airport property) Two Forms of ID: _____ Driver’s License or ID (Must be a current California ID) and one of the following: _____ Social Security Card _____ US Passport or; _____ Birth Certificate PIV/CAC/Chipped Card (Must be badging for issuing Government Agency) If born out of the US, one of the forms of ID must be: ______ Naturalization paper ______ Permanent Resident card or; _____ US Passport Badging Office Hours: Renewing Badges and Fingerprinting: Monday, Wednesday, or Friday at 8:00am, 10:00am, or 1:00pm. New Badge Classes: Tuesdays or Thursdays at 9:30am or 1:00pm. Please call to schedule. Walk‐ins will not be accepted. Note: If an ID is expiring within 30 days of being presented to the badging office it must also be accompanied by paperwork and/or receipts showing that it has been renewed. All forms must be original. Copies will NOT be accepted. Social Security Cards that are laminated will NOT be accepted. Revised September 2022 FRESNO YOSEMITE INTERNATIONAL AIRPORT IIDDEENNTTIIFFIICCAATTIIOONN BBAADDGGEE AAPPPPLLIICCAATTIIOONN CM# BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT Page 1 EMPLOYEE EMPLOYEE: THIS SIDE OF THE APPLICATION MUST BE FULLY COMPLETED BY YOU BEFORE THE AUTHORIZED REPRESENTATIVE SIGNS OFF ON THE EMPLOYER'S SIDE OF THE APPLICATION *Full Name _____________________________________________________________________________________________ (Please Print) First Middle Last *Residence Address (No P.O. Box) _____________________________________________________________________________________________ Street Apt. # City State Zip *Phone # Cell # *Email: *DOB ___________ MM DD YYYY *Hair *Eye *Height *Weight *Gender M F *Country or State of Birth *Citizenship Passport Country Passport # *DL State Issued *DL # *DL Expiration *SSN Alias Name (1) _______________________________________________________________________________ (Please Print) First Middle Last Alias DOB Alias Name (2) _______________________________________________________________________________________ (Please Print) First Middle Last Alien Reg # Immigrant Visa # I-94 # DS-1350 *Company Name *Job Description/Title *Direct Supervisor's Name *Supervisor's Title *Supervisor's Business Phone # *Give a brief but detailed statement of specific duties justifying your need for access into Airport secured areas *Previous Badge at FYI? Yes No Badge # Return Date Previous Badge Renewal Lost/Stolen Revoked (Reason) Returned Company Previous Badge Issued Under The information I have provided is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement can be punished by fine or imprisonment or both. (Section 1001 of Title 18 of the United States Code) *Signature: *Date PLEASE DO NOT WRITE BELOW THIS LINE (RESERVED FOR OFFICIAL USE ONLY Issued: Badge SIDA LEO STERILE CCAARRGGOO Expires Color AOA PUBLIC Tenant/Vendor/Student Pin # Fee: $ APS Official Date SIDA Trained: Driver: Yes No Escort: Yes No Movement: Yes No Badge #’s *Required information Last Name First Initial Revised September 2022 Page 2 EMPLOYER'S CERTIFICATION The Transportation Security Administration (TSA) in accordance with 49 CFR Part 1540 series requires that the employer of an airport security identification badge applicant certify that a CHRC will be completed, and this person does not have convictions for any of the listed disqualifying crimes. In compliance with the requirement stated above, the Employer's Authorized Representative, whose identity, affiliation and signature appear below, hereby attest that the Employee/Applicant identified in Page 1 of the Application form (CHECK BOX BELOW): *Was hired by this Employer on ________________; and that the CHRC requirements listed above have been fully met. *I hereby request driving privileges for this employee. I attached the “Driver’s Training Questionnaire” to this application. *I hereby request SIDA/AOA escort privileges for this employee. *Required information *Employer's Business Name/ Project Contracting Company *Street Address *City *State *Zip Mailing Address (if different than Street Address) *Phone #FAX # *Email Address Authorized Signature *Full Name (Print) First *Middle *Last *Title or Position *Signature *Date I UNDERSTAND THAT A $25.00 FEE WILL BE CHARGED TO MY COMPANY FOR BADGES THAT ARE NOT RETURNED TO: FRESNO YOSEMITE INTERNATIONAL AIRPORT PUBLIC SAFETY OFFICE 4995 E CLINTON WAY FRESNO, CA 93727 559-621-6650 FRESNO YOSEMITE INTERNATIONAL AIRPORT IDENTIFICATION BADGE APPLICATION BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT DRIVER’S TRAINING QUESTIONNAIRE (FORM REQUIRED FOR ALL DRIVERS) Rev. 09/2022 All Airport Security Identification Badge holders who are required to operate vehicles on the Airport must obtain a driver designation (“D” designation on the badge) by completing the Air Operations Area (AOA) Driver’s Training Program with successful testing. FAA (FAR Part 139.329) requires that all designated drivers with access to the Aircraft Movement Area (taxiways, runways and their safety areas) will complete a supplementary Movement Area Driver’s Training Program (“M” designation on the badge) prior to the initial performance of such duties and at least once every 12 consecutive calendar months. Failure to complete the recurrent training within the required time period will result in an immediate badge suspension. Pedestrian and vehicle operations are forbidden in the Aircraft Movement Area unless the individual has an authorized purpose and has completed the Aircraft Movement Area Driver’s Training Program within the last 12 months. Company/Agency: Employee’s Name: Please select one from the options below: Employee (driver) does not require access to the Aircraft Movement Area (Employee will complete “AOA” Driver’s Training Program and receive “D” designation on the airport badge) Employee (driver) requires access to the Aircraft Movement Area (Employee will complete both “AOA” and “Aircraft Movement Area” Driver’s Training Programs and receive “D” and “M” designations on the airport badge) If the employee requires access to the Aircraft Movement Area, please provide the reason: Involved in Aircraft Pushback from Terminal FAA or NWS Employee with Movement Area Duties Involved in Aircraft Towing on Taxiways City of Fresno Airport Dept. Employee with Movement Area Duties Involved in Disabled Aircraft Recovery Military Employee with Movement Area Duties Construction Company Contractor Requiring Unescorted Access Other (explain below) Other: Authorized Signer’s Name: Title: Signature: Date: DISQUALIFYING CRIMES 1. Forgery of certificates, false marking of aircraft, and other aircraft registration violations; 2. Interference with air navigation; 3. Improper transportation of a hazardous material; 4. Aircraft piracy; 5. Interference with flight crew members or flight attendants; 6. Commission of certain crimes aboard an aircraft in flight; 7. Carrying a weapon or explosive aboard aircraft; 8. Conveying false information and threats; 9. Aircraft piracy outside the special aircraft jurisdiction of the United States; 10. Lighting violation involving transporting controlled substances; 11. Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 12. Destruction of an aircraft or aircraft facility; 13. Murder; 14. Assault with intent to murder; 15. Espionage; 16. Sedition; (Resistance or rebellion against the government in power.) 17. Kidnapping or hostage taking; 18. Treason; 19. Rape or aggravated sexual abuse; 20. Unlawful possession, use, sale, or distribution, or manufacture of an explosive or weapon; 21. Extortion; 22. Armed robbery; or felony unarmed robbery; 23. Distribution of, or intent to distribute, a controlled substance; 24. Felony arson; 25. A Felony involving a threat; 26. A Felony involving – 1. Willful destruction of property; 2. Importation or manufacture of a controlled substance; 3. Burglary; 4. Theft; 5. Dishonesty, fraud, or misrepresentation; 6. Possession or distribution of stolen property; 7. Aggravated assault; 8. Bribery; or 9. Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year, or any other crime classified as a felony that the Administrator determines indicates a propensity for placing contraband aboard an aircraft in return for money; or; 27. Violence at international airports; 28. Conspiracy or attempt to commit any of the acts referred to in clauses (1) through (28). I hereby acknowledge that I have not been convicted of any disqualifying criminal offenses, or been found not guilty by reason of insanity. Federal regulations under 49 CFR 1542.209 impose a continuing obligation to disclose to the airport operator within 24 hours if convicted of any of the above listed crimes while still having unescorted access. The information I have provided on this application is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement on this application can be punished by fine or imprisonment or both. (See section 1001 of Title 18 United States Code.)” Signature: Date: Print Name: ________________________________ 1. Have you actually committed any of the previously listed disqualifying crimes even though you may not have been arrested or convicted? YES/NO 2. Have you committed a theft, or crime of dishonesty, within the past 5 years? YES/NO 3. Are you a registered sex offender, or have you committed a sex offense? YES/NO 4. Do you have outstanding warrants for your arrest? YES/NO 5. Are you currently violating a court order? YES/NO 6. Have you committed a drug violation within the last 5 years? YES/NO 7. Have you committed a violent crime within the last 10 years? YES/NO 8. Do you have a history of mental instability? YES/NO 9. Have you committed airport security violations? YES/NO 10. Have you engaged in behavior that was not supportive of airport security? YES/NO A yes answer to any of the above questions may not disqualify you from maintaining or receiving an FYI Identification Badge. If you answered yes to any of the above questions, please give details below. Use a separate sheet of paper if necessary. __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ FAILURE TO DISCLOSE ANY DISQUALIFYING OFFENSES OR CRIMES IS GROUNDS FOR IMMEDIATE AND PERMANENT DENIAL OF AIRPORT PRIVILEGES. YOU WILL BE GIVEN AN OPPORTUNITY TO DISCUSS THE CIRCUMSTANCES OF INCIDENTS, AND EXCEPTIONS ARE POSSIBLE. HOWEVER, FAILURE TO FULLY DISCLOSE PRIOR ARRESTS AND CONVICTIONS IS CONSIDERED UNTRUTHFUL CONDUCT. INITIAL _________ CERTIFICATE OF APPLICANT (read carefully before signing): I hereby certify that all statements made on this questionnaire are true and complete to the best of my knowledge. I understand that any misstatements or omissions can be grounds for revocation or denial of an FYI Identification Badge. I further understand that I am required to report any subsequent violations to Airport Public Safety immediately and that I may be subject to background inquiries at any time. Signature: Date: _ Print Name: _ AIRPORT PUBLIC SAFETY SUPPLEMENTAL QUESTIONNAIRE EXHIBIT I EXAMPLE OF SEVERE DECLINE IN ENPLANEMENTS FOR THREE MONTHS CALCULATION The following calculation scenario is intended to provide an example of the mechanics of the Severe Decline in Enplanements for Three Months provision. The enplanement figures used in the calculation are not intended to be representations of actual or projected enplanement levels in the past, present or future. Assumptions used in Example: Current Year – 2023 Previous Year - 2022 The following table shows the monthly enplanements for the Previous Year (2022) above monthly enplanements for the Current Year (2023): Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Previous Year 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Epax (000) 70 70 85 100 110 120 110 100 80 70 80 90 Jan Feb Apr May Jun Jul Aug Sep Oct Nov Dec Dec Current Year 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 Epax (000) 80 80 60 70 70 70 90 60 70 60 70 90 % of Previous Month’s Epax 114.3% 114.3% 70.6% 70.0% 63.6% 58.3% 81.8% 60.0% 87.5% 85.7% 87.5% 100.0% Per the enplanements shown in this table, there occurs a Severe Decline in Enplanements for Three Months with respect to the months March 2023 – May 2023, and the Space Rent shall be suspended effective June 1, 2023. Enplanement Stabilization for Three Months occurs with respect to the months September 2023 – November 2023, and the Space Rent shall be reinstated effective December 1, 2023. EXHIBIT J NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)FOOD & BEVERAGE CONCESSIONS DATE: RE: FOOD & BEVERAGE CONCESSIONS =================================================== AGREEMENT SSP America FAT, LLC. =================================================== was completed in keeping with the intent of the lease for support space in the Food & Beverage USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........2,036.00 CURRENT MONTHLY RENTAL $3,393.33 CURRENT RENT P/SQ FT/YR ...........20.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........1.00000 NEW MONTHLY RENTAL 21.0000 AND SSP America FAT, LLC.AMOUNT OF ADJUSTMENT ...........$169.67 ----------------------------------------------- NEW MONTHLY RENTAL $3,563.00 EFFECTIVE:$42,756.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE:$3,563.00 Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. July 1, 2024 NOTE: 5% MAXIMUM APPLIES SUPPORT SPACE July 1, 2024 July 1, 2023 12:00 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: July 1, 2023 12:00 AM The rental adjustment calculation shown to the right EXHIBIT JEXAMPLE NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)FOOD & BEVERAGE CONCESSIONS DATE: RE: FOOD & BEVERAGE CONCESSIONS =================================================== AGREEMENT SSP America FAT, LLC =================================================== was completed in keeping with the intent of the lease for concession space in the Food & Beverage USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........8,135.00 CURRENT MONTHLY RENTAL $27,116.67 CURRENT RENT P/SQ FT/YR ...........40.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........2.00000 NEW MONTHLY RENTAL 42.0000 AND SSP America FAT, LLC.AMOUNT OF ADJUSTMENT ...........$1,355.83 ----------------------------------------------- NEW MONTHLY RENTAL $28,472.50 EFFECTIVE:$341,670.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE: Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. $28,472.50 July 1, 2024 NOTE: 5% MAXIMUM APPLIES CONCESSION SPACE July 1, 2024 July 1, 2023 12:00 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: July 1, 2023 12:00 AM The rental adjustment calculation shown to the right JEXHIBIT JEXAMPLE EXHIBIT K Initial Capital Investment EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $5,450,605 $5,590,449 $5,790,798 $6,015,490 $6,269,213 $6,499,495 $6,732,716 $7,002,025 $7,282,106 $7,573,390 $7,876,326 $8,191,379 $8,519,034 $8,859,795 $9,214,187 $106,867,005 Operating Expenses Cost of Goods 19.2%$1,046,516 $1,073,366 $1,111,833 $1,154,974 $1,203,689 $1,247,903 $1,292,681 $1,344,389 $1,398,164 $1,454,091 $1,512,255 $1,572,745 $1,635,654 $1,701,081 $1,769,124 $20,518,465 Labor 33.3%$1,817,766 $1,864,404 $1,931,220 $2,006,154 $2,090,770 $2,167,569 $2,245,348 $2,335,162 $2,428,568 $2,525,711 $2,626,739 $2,731,809 $2,841,081 $2,954,725 $3,072,913 $35,639,940 Space Rent $40.00 $164,000 $172,200 $180,810 $189,851 $199,343 $209,310 $219,776 $230,764 $242,303 $254,418 $267,139 $280,496 $294,520 $309,246 $324,709 $3,538,884 Percentage Rent 10.0%$381,061 $386,845 $398,270 $411,698 $427,578 $440,639 $453,496 $469,438 $485,908 $502,921 $520,494 $538,642 $557,383 $576,733 $596,710 $7,147,816 Other Direct Expenses 3.1%$168,969 $173,304 $179,515 $186,480 $194,346 $201,484 $208,714 $217,063 $225,745 $234,775 $244,166 $253,933 $264,090 $274,654 $285,640 $3,312,877 G&A 5.1%$277,981 $285,113 $295,331 $306,790 $319,730 $331,474 $343,369 $357,103 $371,387 $386,243 $401,693 $417,760 $434,471 $451,850 $469,924 $5,450,217 Royalties 3.0%$163,518 $167,713 $173,724 $180,465 $188,076 $194,985 $201,981 $210,061 $218,463 $227,202 $236,290 $245,741 $255,571 $265,794 $276,426 $3,206,010 Utilities 1.5%$81,759 $83,857 $86,862 $90,232 $94,038 $97,492 $100,991 $105,030 $109,232 $113,601 $118,145 $122,871 $127,786 $132,897 $138,213 $1,603,005 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $28,954 $30,077 $31,346 $32,497 $33,664 $35,010 $36,411 $37,867 $39,382 $40,957 $42,595 $44,299 $433,059 Total Operating Expenses 75.7%$4,101,570 $4,206,802 $4,357,565 $4,555,598 $4,747,648 $4,922,203 $5,098,853 $5,302,674 $5,514,781 $5,735,372 $5,964,787 $6,203,378 $6,451,513 $6,709,574 $6,977,957 $80,850,274 EBITDA 24.3%$1,349,035 $1,383,647 $1,433,234 $1,459,891 $1,521,565 $1,577,291 $1,633,863 $1,699,351 $1,767,325 $1,838,018 $1,911,539 $1,988,000 $2,067,520 $2,150,221 $2,236,230 $26,016,732 Amortization/Depreciation 3.6%-$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$256,533 -$3,847,990 Interest & Taxes (24%)24.0%-$323,768 -$332,075 -$343,976 -$350,374 -$365,176 -$378,550 -$392,127 -$407,844 -$424,158 -$441,124 -$458,769 -$477,120 -$496,205 -$516,053 -$536,695 -$6,244,016 NET PROFIT 14.9%$768,734 $795,039 $832,725 $852,985 $899,857 $942,209 $985,203 $1,034,974 $1,086,634 $1,140,361 $1,196,237 $1,254,348 $1,314,783 $1,377,635 $1,443,002 $15,924,726 PERMITTED USE FULL SERVICE LOCATION POD SQUARE FOOTAGE 4100 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $939$939 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,311,962 $1,345,623 $1,393,847 $1,447,930 $1,509,001 $1,564,430 $1,620,567 $1,685,389 $1,752,805 $1,822,917 $1,895,834 $1,971,667 $2,050,534 $2,132,555 $2,217,857 $25,722,917 Operating Expenses Cost of Goods 24.0%$314,871 $322,949 $334,523 $347,503 $362,160 $375,463 $388,936 $404,493 $420,673 $437,500 $455,000 $473,200 $492,128 $511,813 $532,286 $6,173,500 Labor 40.0%$525,140 $538,614 $557,916 $579,564 $604,009 $626,196 $648,666 $674,612 $701,597 $729,661 $758,847 $789,201 $820,769 $853,600 $887,744 $10,296,137 Space Rent $40.00 $33,680 $35,364 $37,132 $38,989 $40,938 $42,985 $45,134 $47,391 $49,761 $52,249 $54,861 $57,604 $60,484 $63,509 $66,684 $726,766 Percentage Rent 10.0%$97,516 $99,198 $102,252 $105,804 $109,962 $113,458 $116,922 $121,148 $125,520 $130,043 $134,722 $139,562 $144,569 $149,747 $155,102 $1,845,526 Other Direct Expenses 3.1%$40,671 $41,714 $43,209 $44,886 $46,779 $48,497 $50,238 $52,247 $54,337 $56,510 $58,771 $61,122 $63,567 $66,109 $68,754 $797,410 G&A 5.1%$66,910 $68,627 $71,086 $73,844 $76,959 $79,786 $82,649 $85,955 $89,393 $92,969 $96,688 $100,555 $104,577 $108,760 $113,111 $1,311,869 Royalties 3.0%$39,359 $40,369 $41,815 $43,438 $45,270 $46,933 $48,617 $50,562 $52,584 $54,688 $56,875 $59,150 $61,516 $63,977 $66,536 $771,688 Utilities 1.5%$19,679 $20,184 $20,908 $21,719 $22,635 $23,466 $24,308 $25,281 $26,292 $27,344 $28,438 $29,575 $30,758 $31,988 $33,268 $385,844 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $6,969 $7,240 $7,545 $7,822 $8,103 $8,427 $8,764 $9,115 $9,479 $9,858 $10,253 $10,663 $104,237 Total Operating Expenses 87.1%$1,137,827 $1,167,019 $1,208,843 $1,262,717 $1,315,953 $1,364,330 $1,413,292 $1,469,792 $1,528,584 $1,589,727 $1,653,316 $1,719,449 $1,788,227 $1,859,756 $1,934,146 $22,412,976 EBITDA 12.9%$174,135 $178,603 $185,004 $185,213 $193,049 $200,100 $207,274 $215,597 $224,221 $233,190 $242,518 $252,218 $262,307 $272,799 $283,711 $3,309,940 Amortization/Depreciation 2.9%-$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$50,520 -$757,800 Interest & Taxes (24%)24.0%-$41,793 -$42,865 -$44,401 -$44,451 -$46,332 -$48,024 -$49,746 -$51,743 -$53,813 -$55,966 -$58,204 -$60,532 -$62,954 -$65,472 -$68,091 -$794,386 NET PROFIT 6.8%$81,823 $85,218 $90,083 $90,242 $96,197 $101,556 $107,008 $113,334 $119,888 $126,704 $133,793 $141,166 $148,833 $156,807 $165,101 $1,757,755 PERMITTED USE NATIONAL BRANDED COFFEE LOCATION C134 SQUARE FOOTAGE 842 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $900$900 FRESNO INTERNATIONAL AIRPORT TM CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,731,790 $1,776,222 $1,839,878 $1,911,268 $1,991,882 $2,065,048 $2,139,148 $2,224,714 $2,313,702 $2,406,250 $2,502,500 $2,602,600 $2,706,704 $2,814,973 $2,927,572 $33,954,250 Operating Expenses Cost of Goods 21.0%$363,676 $373,007 $386,374 $401,366 $418,295 $433,660 $449,221 $467,190 $485,877 $505,313 $525,525 $546,546 $568,408 $591,144 $614,790 $7,130,393 Labor 44.1%$764,099 $783,703 $811,789 $843,287 $878,856 $911,138 $943,833 $981,586 $1,020,849 $1,061,683 $1,104,151 $1,148,317 $1,194,249 $1,242,019 $1,291,700 $14,981,258 Space Rent $40.00 $31,480 $33,054 $34,707 $36,442 $38,264 $40,177 $42,186 $44,296 $46,510 $48,836 $51,278 $53,841 $56,534 $59,360 $62,328 $679,293 Percentage Rent 10.0%$141,699 $144,568 $149,281 $154,685 $160,924 $166,327 $171,729 $178,176 $184,860 $191,789 $198,972 $206,419 $214,137 $222,137 $230,429 $2,716,132 Other Direct Expenses 3.1%$53,685 $55,063 $57,036 $59,249 $61,748 $64,016 $66,314 $68,966 $71,725 $74,594 $77,578 $80,681 $83,908 $87,264 $90,755 $1,052,582 G&A 5.1%$88,321 $90,587 $93,834 $97,475 $101,586 $105,317 $109,097 $113,460 $117,999 $122,719 $127,628 $132,733 $138,042 $143,564 $149,306 $1,731,667 Royalties 3.0%$51,954 $53,287 $55,196 $57,338 $59,756 $61,951 $64,174 $66,741 $69,411 $72,188 $75,075 $78,078 $81,201 $84,449 $87,827 $1,018,628 Utilities 1.5%$25,977 $26,643 $27,598 $28,669 $29,878 $30,976 $32,087 $33,371 $34,706 $36,094 $37,538 $39,039 $40,601 $42,225 $43,914 $509,314 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $9,199 $9,556 $9,959 $10,325 $10,696 $11,124 $11,569 $12,031 $12,513 $13,013 $13,534 $14,075 $137,593 Total Operating Expenses 88.2%$1,520,891 $1,559,912 $1,615,815 $1,687,711 $1,758,864 $1,823,523 $1,888,965 $1,964,482 $2,043,061 $2,124,783 $2,209,775 $2,298,166 $2,390,092 $2,485,696 $2,585,124 $29,956,859 EBITDA 11.8%$210,899 $216,310 $224,062 $223,557 $233,017 $241,524 $250,182 $260,232 $270,642 $281,467 $292,726 $304,435 $316,612 $329,277 $342,448 $3,997,391 Amortization/Depreciation 3.5%-$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$78,700 -$1,180,500 Interest & Taxes (24%)24.0%-$50,616 -$51,914 -$53,775 -$53,654 -$55,924 -$57,966 -$60,044 -$62,456 -$64,954 -$67,552 -$70,254 -$73,064 -$75,987 -$79,026 -$82,187 -$959,374 NET PROFIT 5.5%$81,583 $85,696 $91,587 $91,203 $98,393 $104,858 $111,439 $119,077 $126,988 $135,215 $143,772 $152,671 $161,925 $171,550 $181,560 $1,857,517 PERMITTED USE QUICK SERVE LOCATION C120 SQUARE FOOTAGE 787 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1500$1500 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma INPUTS Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $8,494,357 $8,712,293 $9,024,523 $9,374,687 $9,770,095 $10,128,972 $10,492,430 $10,912,128 $11,348,613 $11,802,557 $12,274,660 $12,765,646 $13,276,272 $13,807,323 $14,359,616 $166,544,172 Operating Expenses Cost of Goods 20.3%$1,725,063 $1,769,322 $1,832,731 $1,903,843 $1,984,144 $2,057,026 $2,130,839 $2,216,072 $2,304,715 $2,396,904 $2,492,780 $2,592,491 $2,696,190 $2,804,038 $2,916,200 $33,822,358 Labor 36.6%$3,107,005 $3,186,720 $3,300,925 $3,429,006 $3,573,636 $3,704,903 $3,837,846 $3,991,360 $4,151,014 $4,317,055 $4,489,737 $4,669,327 $4,856,100 $5,050,344 $5,252,357 $60,917,335 Space Rent $40.00 $229,160 $240,618 $252,649 $265,281 $278,545 $292,473 $307,096 $322,451 $338,574 $355,502 $373,277 $391,941 $411,538 $432,115 $453,721 $4,944,944 Percentage Rent 10.0%$620,276 $630,611 $649,803 $672,187 $698,464 $720,425 $742,147 $768,762 $796,288 $824,753 $854,188 $884,623 $916,089 $948,617 $982,240 $11,709,474 Other Direct Expenses 3.1%$263,325 $270,081 $279,760 $290,615 $302,873 $313,998 $325,265 $338,276 $351,807 $365,879 $380,514 $395,735 $411,564 $428,027 $445,148 $5,162,869 G&A 5.1%$433,212 $444,327 $460,251 $478,109 $498,275 $516,578 $535,114 $556,519 $578,779 $601,930 $626,008 $651,048 $677,090 $704,173 $732,340 $8,493,753 Royalties 3.0%$254,831 $261,369 $270,736 $281,241 $293,103 $303,869 $314,773 $327,364 $340,458 $354,077 $368,240 $382,969 $398,288 $414,220 $430,788 $4,996,325 Utilities 1.5%$127,415 $130,684 $135,368 $140,620 $146,551 $151,935 $157,386 $163,682 $170,229 $177,038 $184,120 $191,485 $199,144 $207,110 $215,394 $2,498,163 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $45,123 $46,873 $48,850 $50,645 $52,462 $54,561 $56,743 $59,013 $61,373 $63,828 $66,381 $69,037 $674,890 Total Operating Expenses 80.0%$6,760,287 $6,933,733 $7,182,223 $7,506,026 $7,822,465 $8,110,056 $8,401,111 $8,736,947 $9,086,425 $9,449,882 $9,827,877 $10,220,992 $10,629,832 $11,055,025 $11,497,226 $133,220,109 EBITDA 20.0%$1,734,070 $1,778,560 $1,842,300 $1,868,661 $1,947,630 $2,018,916 $2,091,319 $2,175,181 $2,262,188 $2,352,675 $2,446,782 $2,544,654 $2,646,440 $2,752,297 $2,862,389 $33,324,063 Amortization/Depreciation 3.5%-$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$385,753 -$5,786,290 Interest & Taxes (24%)24.0%-$416,177 -$426,854 -$442,152 -$448,479 -$467,431 -$484,540 -$501,917 -$522,043 -$542,925 -$564,642 -$587,228 -$610,717 -$635,146 -$660,551 -$686,973 -$7,997,775 NET PROFIT 11.7%$932,141 $965,953 $1,014,395 $1,034,430 $1,094,447 $1,148,623 $1,203,650 $1,267,385 $1,333,510 $1,402,281 $1,473,802 $1,548,184 $1,625,542 $1,705,993 $1,789,663 $19,539,998 PERMITTED USE TOTAL LOCATION SSP America, Inc. SQUARE FOOTAGE 5729 CAPEX PER SQUARE FOOCAPEX PER SQUARE FOOT $1,010$1,010 FRESNO INTERNATIONAL AIRPORT CONFIDENTIAL AND PROPRIETARY FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 3 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO THE PURCHASING MANAGER, CITY OF FRESNO Having carefully examined the Request for Proposals, attachments and related documents, the undersigned proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the following: SCHEDULE 1: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER FOOD & BEVERAGE CONCESSION UNIT SCHEDULE NO.1 – FAT: Initial Capital Investment (Dollar Amount) per Food & Beverage Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each Food & Beverage Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Concourse A; Space C-120 (787sq.ft.) National Branded Coffee 2023 $ Concourse A; Space C-134 (842.ft.) Quick Service Restaurant (local concept preferred) 2023 $ Concourse A; Space POD (5,000sq.ft.) F&B ONLY Food & Beverage location(s) w/ Full Bar & News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All Food & Beverage Units $ *The quantities/square footage listed on the proposal page(s) are estimates. FAT Total Schedule No. 1 is $______________________________________ dollars and _________________________ cents. 1,180,500.00 757,800.00 3,847,990.00 5,786,290.00 Five Million seven hundred eighty six thousand two hundred ninety zero SSP America, Inc. *Please note that Space POD above is showing 5,000sq.ft., as per Addendum No. 5, this space was updated to 4,100sq.ft. All capital investment amounts will be funded by internal reserves CONFIDENTIAL AND PROPRIETARY EXHIBIT L Airport Sponsor Assurances 5/2022 Page 1 of 19 FAA Airports ASSURANCES AIRPORT SPONSORS A. General. 1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors. 3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement. B. Duration and Applicability. 1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor. The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances. 2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor. The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project. 3. Airport Planning Undertaken by a Sponsor. Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and Airport Sponsor Assurances 5/2022 Page 2 of 19 assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: 1. General Federal Requirements It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following: FEDERAL LEGISLATION a. 49 U.S.C. subtitle VII, as amended. b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2 e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2 f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)). m. Rehabilitation Act of 1973 – 29 U.S.C. § 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1 Airport Sponsor Assurances 5/2022 Page 3 of 19 v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252). aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX. EXECUTIVE ORDERS a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands c. Executive Order 11998 – Flood Plain Management d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1 f. Executive Order 12898 – Environmental Justice g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad FEDERAL REGULATIONS a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5 c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning. Airport Sponsor Assurances 5/2022 Page 4 of 19 g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services. h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964. i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 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.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying. n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2 q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1 s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance). v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles. x. 49 CFR Part 41 – Seismic Safety. FOOTNOTES TO ASSURANCE (C)(1) 1 These laws do not apply to airport planning sponsors. 2 These laws do not apply to private sponsors. 3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall Airport Sponsor Assurances 5/2022 Page 5 of 19 apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. SPECIFIC ASSURANCES Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement. 2. Responsibility and Authority of the Sponsor. a. Public Agency Sponsor: It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. 3. Sponsor Fund Availability. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control. 4. Good Title. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. 5. Preserving Rights and Powers. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere Airport Sponsor Assurances 5/2022 Page 6 of 19 with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances. f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith. g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. 6. Consistency with Local Plans. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Airport Sponsor Assurances 5/2022 Page 7 of 19 7. Consideration of Local Interest. It has given fair consideration to the interest of communities in or near where the project may be located. 8. Consultation with Users. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. 9. Public Hearings. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. 10. Metropolitan Planning Organization. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. 11. Pavement Preventive Maintenance-Management. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. 12. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. 13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The Airport Sponsor Assurances 5/2022 Page 8 of 19 accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made. 14. Minimum Wage Rates. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 15. Veteran's Preference. It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. 16. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement. Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement. 17. Construction Inspection and Approval. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. Airport Sponsor Assurances 5/2022 Page 9 of 19 18. Planning Projects. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. 19. Operation and Maintenance. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for: 1. Operating the airport's aeronautical facilities whenever required; 2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and 3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or Airport Sponsor Assurances 5/2022 Page 10 of 19 facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. 20. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. 21. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. 22. Economic Nondiscrimination. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to: 1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and 2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable Airport Sponsor Assurances 5/2022 Page 11 of 19 classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. 23. Exclusive Rights. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. 24. Fee and Rental Structure. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for Airport Sponsor Assurances 5/2022 Page 12 of 19 which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. 25. Airport Revenues. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: 1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. 2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. 3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95. b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107. 26. Reports and Inspections. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the Airport Sponsor Assurances 5/2022 Page 13 of 19 public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: 1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and 2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property. 27. Use by Government Aircraft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that: a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. 28. Land for Federal Facilities. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. Airport Sponsor Assurances 5/2022 Page 14 of 19 29. Airport Layout Plan. a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing: 1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; 2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities; 3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and 4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary: 1. eliminate such adverse effect in a manner approved by the Secretary; or 2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor. 30. Civil Rights. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant. Airport Sponsor Assurances 5/2022 Page 15 of 19 a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances. b. Applicability 1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities. 2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. 3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: 1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source: “The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.” e. Required Contract Provisions. 1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations. Airport Sponsor Assurances 5/2022 Page 16 of 19 2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations. 3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. 4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. 31. Disposal of Land. a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development Airport Sponsor Assurances 5/2022 Page 17 of 19 project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self- sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. 32. Engineering and Design Services. If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. 33. Foreign Market Restrictions. It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by Airport Sponsor Assurances 5/2022 Page 18 of 19 the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 34. Policies, Standards, and Specifications. It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date]. 35. Relocation and Real Property Acquisition. a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. 36. Access By Intercity Buses. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. 37. Disadvantaged Business Enterprises. The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812). 38. Hangar Construction. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. Airport Sponsor Assurances 5/2022 Page 19 of 19 39. Competitive Access. a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that: 1. Describes the requests; 2. Provides an explanation as to why the requests could not be accommodated; and 3. Provides a time frame within which, if any, the airport will be able to accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. Food & Beverage and News & Convenience Airport Concessions City Manager and City Council Update Food & Beverage – SSP America, LLC. Food & Beverage Concepts for Existing Terminal Locations –Ike’s Love & Sandwiches –Peet’s Coffee –Mad Duck Brewing Co. & Baby Duck 2 Upper Gate Location Lower Gate Locations 3 News & Convenience – HG Concessionaires JV (Hudson) News & Convenience Concepts for Existing Terminal Locations –Upstairs Gate Locations –Post Screening Location 4 Pre-Security Locations Einstein’s Bros Bagels Hudson News 5 6 PROPOSED SOLICITATION TIMELINE RFP Issued – October 2022 Solicitation Strategy •Develop Solicitation Documents •RFP •Use Agreement •Outreach PPT Q2 - Q4 2021-2022 Council Approval of RFP Award Work with SSP HMS Host on F&B Transition Program (May) Q2 2023 Negotiations with new Concessionaires for final Concept and Design Award New Agreements (June) Q2 2023 Start/Complete Design Review Process Commence Pod & Spine Temp Operations Q3 2023 Commence Pod & Spine Concessions Development Plan Q4 2023 Commence Expansion Concessions Development Start/Complete Design Review Process for Expansion Q1 – Q3 2024 Terminal Expansion Grand Opening Q4 2025 All dates are subject to change Terminal Expansion Locations The Food & Beverage location in the terminal expansion project will be a Mexican food concept. The Airports Department is actively researching the best concept for the location. The Airports Department will share the final concept with Council once it is determined. The News & Convenience location will be developed by HG Fresno Concessionaires JV (Hudson Group). Items available for sale in that location will mirror other locations within the terminal. They will also have a larger expanded international options for passengers utilizing the expansion gates. The Airports Department will share the final concept with Council once it is determined. 7 Thank you! 8 Henry Thompson, A.A.E., IAP Director of Aviation Fresno Yosemite International Airport 4995 E Clinton Way, Fresno, CA 93727 559.621.4600 Henry.Thompson@fresno.gov FlyFresno.com City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1376 Agenda Date:9/28/2023 Agenda #: 1.-C. REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department BY:MELISSA GARZA-PERRY, Airports Properties Manager Airports Department SUBJECT Actions related to the News & Convenience Concession Agreement with HG Fresno Concessionaires JV, at Fresno Yosemite International Airport (FAT). (Council District 4) 1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the California Environmental Quality Act Guidelines; and 2. Approve a News & Convenience Concessions Agreement (Agreement) with HG Fresno Concessionaires JV, for News & Convenience Concessions at Fresno Yosemite International Airport for the term of fifteen (15) years. The amount of potential revenue generated by this Agreement is $623,437 annually, this includes $461,617 from percentage sales and $161,820 from space rent. Total anticipated revenue during the full term of the Agreement is approximately $9,351,555 plus annual CPI adjustments for space rent. RECOMMENDATION Staff recommends that City Council (Council) award a fifteen-year term Agreement to HG Fresno Concessionaires JV (Hudson) for News & Convenience Concessions. The amount of potential revenue generated by this Agreement is $623,437 annually, this includes $461,617 from percentage sales and $161,820 from space rent. Total anticipated revenue during the full term of the Agreement is approximately $9,351,555 plus annual CPI adjustments for space rent. This Agreement is in connection to the award by Council on April 27, 2023, for RFP bid file 12300507. EXECUTIVE SUMMARY The City of Fresno Airports Department (Airports), solicited proposals through the Request for Proposals (RFP) competitive bid process for both Food & Beverage (F&B) and News & Convenience (N&C) concessions at FAT’s terminal. The current concessions programs at FAT have been in place for more than 20 years. Since the introduction of the current programs, passenger traffic has grown exponentially. The current programs reached their terms’ end dates on December 31, 2022. Consequently, the Department felt this would be a great time to introduce a new, locally inspired, concessions program. The proposed Agreement has a term of fifteen years. The current rates are $40.00 per square foot City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1376 Agenda Date:9/28/2023 Agenda #: 1.-C. The proposed Agreement has a term of fifteen years.The current rates are $40.00 per square foot (annually)for usable concession space,and $20.00 per square foot (annually)for support,office,and storage spaces.These proposed rates will also be subject to annual Consumer Price Index (CPI) adjustments,which are not to exceed 5.00%annually.There is a 10.00%fee for all gross revenue earned by each concessionaire. Through a comprehensive review and interview process,guided by the Purchasing Division,the Committee determined that Hudson presents the best proposal for N&C Concessions at FAT. Hudson met the goals and criteria set forth in this RFP that is needed to implement a new N&C concessions program that is “top tier”for FAT passengers,Hudson proposes well-known local and national vendors that will provide FAT’s passengers with diverse retail and convenience options throughout the day and night. The current N&C contract ended on December 31,2022.Since that time that contract has remained in holdover until this RFP’s completion.This Agreement is part of the first phase of the new concessions program that includes concepts for the existing concession locations,the transition from the current concession program,to building out the new facilities and opportunities for Hudson.The second phase will include concepts for the expansion concession locations (which the successful proposer(s)have the right of first refusal to develop the future locations,once the terminal expansion is completed).This phased approach will provide the opportunity to share with Council proposed final concepts. BACKGROUND The RFP for new concessions was released on October 5,2022.It was distributed via Planet Bids as handled by the City of Fresno’s Purchasing Division (Purchasing).This RFP was also posted on FAT’s website,in the Business Journal,sent to all local Chambers of Commerce,and published in national airport/aviation industry pages such as American Association of Airport Executives (AAAE), Airport Minority Advisory Council (AMAC),Airport Experience News (AXN),Airports Council International (ACI-NA),and Southwest Chapter of American Association of Airport Executives (SWAAAE). The goal of this RFP was to solicit proposals to provide “top tier”concessions (N&C)experience to FAT’s passengers,employees,and public who use the facilities for commercial and general aviation flights.The goal also included bringing local and national vendors into the terminal building that represent the Central Valley’s diversity. Prior to issuing the RFP,the Airports Department presented a workshop to the Council on March 24, 2022,consisting of the vision for the program and the planned outreach process for local concessionaires and vendors.At that time,Council provided feedback and conveyed they wanted the concession programs to represent local restaurants and vendors in the area.The Airports Department took this feedback into consideration and incorporated everything into its outreach approach.With that direction,the Department worked extensively with Unison Consulting to create a Community Outreach Program and an RFP that focused on the products and services offered in the Central Valley.Six (6)Community Outreach sessions were offered,which consisted of three (3)in- person and three (3)virtual sessions,to help educate the local community regarding the processes and requirements of operating at a commercial airport,such as FAT.The aim of these sessions was City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1376 Agenda Date:9/28/2023 Agenda #: 1.-C. and requirements of operating at a commercial airport,such as FAT.The aim of these sessions was to allow for maximum community participation. The RFP for N&C concessions was released on October 5,2022.An in-person on-site Pre-Bid meeting was held on November 15,2022,that included a walkthrough of the terminal building to show the available concessions locations.Proposals were originally due on January 3,2023,but were extended to January 17,2023,and where they were revealed in a public bid opening. Responsive and responsible proposals were received from two (2)bidders:Hudson Group Retail, LLC,for a combined Food &Beverage and News &Convenience Concessions,and Hudson Group Retail, LLC (Hudson), for News & Convenience Concessions only. Interviews were conducted with all the bidders by the Evaluation Committee.Based on the criteria of this RFP and the bids/proposals submitted,it was determined by the Evaluation Committee that Hudson is the best fit for N&C Concessions at FAT’s terminal. The City Attorney’s Office has reviewed and approved both proposed Concessions Agreements as to form. Risk Management has reviewed and approved all insurance requirements. ENVIRONMENTAL FINDINGS This is not a "project" for the purpose of CEQA pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference is not applicable to this Project pursuant to Fresno Municipal Code 4-109(b). FISCAL IMPACT The N&C Concessions Agreement will provide for monthly rental revenue in the form of space rental per square footage,office space,and support/storage space in the form;and 10%of gross revenue from each of the terminal concession locations.All revenue will be deposited into the Airports Enterprise Fund and will contribute to the operation and maintenance of FAT.There is no impact to the General Fund or ratepayers of the City of Fresno from this item. Attachments: -Proposed Concessions Agreements -Final Exhibit Package -F&B-N&C Presentation City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ EXHIBIT A Proprietary Information Redacted RFP No. 1235007 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference - N/A Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal RFP No. 1235007 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1-Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2-Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) N/A Electronic Submission City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 1 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 2 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 3 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 4 of 4 Printed 01/18/2023 PlanetBids, Inc. NEWS & CONVENIENCE CONCESSIONS At Fresno Yosemite International Airport Terminal ENTRANCE Cover Letter FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS COVER LETTER On behalf of HG Fresno Concessionaires JV, we are pleased to submit our proposal for management of the retail spaces located at Fresno Yosemite International Airport. HG Fresno Concessionaires JV is a joint venture between Hudson (87% ownership) The Traveler’s Best Friend” for over 30+ years and local ACDBE retailer Martinez-Niebla, LLC (13% ownership). Proposed Concepts (All Spaces) For this opportunity we’re proposing Hudson, Brookstone & Einstein Bros Bagels & Coffee. T-105 C-135 POD Hudson remains the only travel essentials brand known and loved by travelers. Einstein Bros. Bagels is also known from coast to coast and it would be a first in Fresno. What a powerful “hybrid” concept – N&C and coffee, a combo we know well and operate expertly. In late 2019, all Brookstone locations in U.S. airports became powered by Hudson. Since that time, we’ve transformed the brand into a tech-centric lifestyle brand that carries the hottest in audio, tech, STEM, chargers, and even tech-enabled wellness items. It’s THE airside concept to explore and experience technology. In recent years, we’ve focused on the need for hybrid locations – meaning the combination of different types of concessions in a single space. Regardless of the food option chosen for the POD space, we will customize the assortment of this Hudson to maximize sales and the guest experience. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS COVER LETTER Supporting the Fresno Community We’re proud to share a few ways that we connect with the Fresno area today, and tomorrow. We’re delighted to share that, Rueben Martinez – co owner of Martinez- Niebla, LLC, is known and welcomed by long-time community leader Richard Ybarra. In addition to being the CEO of MNC and the son-in-law of Cesar Chavez, he is a resident of Fresno County. Mr. Ybarra offered a letter of support, included with Form 6 of our response, in which he shares that due to his deep knowledge of the Valley’s “history, traditions as well as the social and economic conditions and value” that he’s confident Mr. Martinez will add “value to the broader community.” Thanks to our relationship with the National Park Foundation, in 2023 we’ll be launching several volunteer initiatives to support Fresno’s national parks. We’re passionate about supporting the local community and environment – including Fresno County. Canyon National Park Sequoia National Park Yosemite National Park Thank You. Thank you so much for your time and consideration. We look forward to our continued partnership with the Fresno Yosemite International Airport. Sincerely, Brian Quinn 1 Meadowlands Plaza East Rutherford, NJ 07073 proposalteam@hudsongroup.com (201) 939-8109 In the RFP documents, the evaluation criteria (pg. 24) contained items that were not included in the proposal format provided (pg. 28). We complied strictly with the prescribed proposal outline and as a result, some items in the evaluation criteria were excluded. We would like an opportunity to provide more information, to ensure our capabilities and proposed solution receive the proper scoring according to the evaluation criteria. Thank you. RFP No. 1235007 Proposer’s Name: _________________________ (Submit with Proposal) FORM1: COVER LETTER TO THE PURCHASING MANAGER INCLUDING PROPOSER CHECKLIST Date: TO: Purchasing Manager City of Fresno-Finance and Purchasing Department 2600 Fresno Street Fresno, California 93721 SUBMITTED BY: Proposer: _____________________________________________________________ Proposer's Company: ___________________________________________________ Proposer's Contact Email: ________________________________________________ Mailing Address: ______________________________________________________ City, State, Zip: _______________________________________________________ SUBJECT: PROPOSAL FOR FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 The undersigned hereby submits to the Purchasing Manager of the City of Fresno this proposal for Food & Beverage Concessions and News & Gift Concessions Agreement (Agreement) at Fresno Yosemite International Airport Terminal for City of Fresno, Airports Department as described in this and the attached documents. Provisions of this proposal are based upon all the terms, covenants and conditions set forth in the RFP, the Agreement and all the other RFP documents. The signature(s) below represent those of the Proposer and comply with the requirements of this RFP. Print Name Print Title Signature Print Name Print Title Signature Print Name Print Title Signature (If the proposal is submitted by a corporation the corporate seal must be affixed to this proposal.) Seal HG Fresno Concessionaires JV HG Fresno Concessionaires JV Iris Messina IMessina@hudsongroup.com 1 Meadowlands Plaza East Rutherford, NJ 07073 Brian J. Quinn Chief Operating Officer RFP No. 1235007 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference - N/A Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal RFP No. 1235007 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1-Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2-Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) N/A Electronic Submission FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina Hudson Iris Messina 10/12/2022 N/A 201.957.3937 We noticed a discrepancy in the question deadline. The proposed schedule in the RFP states December 6, 2022. The planetbids site states November 22, 2022. Please confirm which date is accurate. Thank you! Page 15. Last Day to Submit Questions by 5:00 p.m. – December 6, 2022, shall be deleted and replaced with the following revised information: Last Day to Submit Questions by 5:00 p.m. November 22, 2022 MELISSA GARZA-PERRY 2 10/12/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 10/24/2022 201.957.3937 N/A Can the City provide LODs for the Concourse A Space POD delineating the space between retail and F&B for those parties considering space category proposal Option 2 (News & Convenience) OR proposal Option 3 (Food & Beverage) ONLY? Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. MELISSA GARZA-PERRY 5 10/28/22 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 10/24/2022 201.957.3937 N/A Can the City please provide an LOD of the Concourse A; Space POD - We'd like to understand how the city is envisioning the layout between both the F&B and N&C concepts in the space. Right now we see one large space, but not how each of the individual units within that space will be located or positioned. Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. MELISSA GARZA-PERRY 5 10/28/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina Hudson Iris Messina 10/31/2022 201.957.3937 N/A Can you please confirm which space on the map (Exhibit 2) is designated for C-120? There are currently 6 spaces colored in on the concession space map and it’s not clear which is C-120. Can you please also confirm that FAT would like a national branded coffee in this space? Revised Exhibit 2 with space number labels is attached. Yes, City would like a national branded coffee for Space C-120. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/15/2022 201.957.3937 N/A Can you please clarify the security deposit amount (SECTION 15.01 FORM OF SURETY)? It is 3 times the monthly rent for all space for Concessions, Support Space, Storage and Office Space. City will determine the actual amount based upon the awarded locations. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A What is available for support premises (storage and office space) and where is it located? Support premises is available. See map provided as RFP Exhibit 5 showing locations available for storage. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A How and where are deliveries received? What is the path concessionaires need to use to bring products to each space? See map provided as RFP Exhibit 5 for path of travel for deliveries, including newly added storage spaces. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A QUESTION: Is there a loading dock? and if so, where is it located? The loading dock is currently located outside of the old pre-screening restaurant area. There will be a newly created storage space for both F&B and N&C in the remodeled area to allow for use of the dock by both F&B and N&C deliveries. See map provided as RFP Exhibit 5. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/22/2022 201.957.3937 N/A QUESTION: Are the F&B spaces currently vented and can we access the vents? If not, are we able to vent the spaces? The only space currently vented is the POD F&B (Space 203). Spaces C120 and C134 can have venting added at Concessionaires expense with approval by City of the roofing vendor. MELISSA GARZA-PERRY 7 12/9/2022 Addendum Rev. 10-2021 ADDENDUM NO. 1 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 23. Paragraph 7. Parking, shall be deleted and replaced with the following revised information: 7. PARKING: The successful Proposer's employees will be permitted to use designated airport employee parking facilities at a cost of $15.00/month (subject to change). There is a fee of $25.00 for a key card and activation. There is an additional $25.00 fee for replacement of lost cards. City of Fresno MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 1 October 6, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 2 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 15. Last Day to Submit Questions by 5:00 p.m. – December 6, 2022, shall be deleted and replaced with the following revised information: Last Day to Submit Questions by 5:00 p.m. November 22, 2022 MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 2 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 3 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 48. RFP - 8. Certification for Local Preference / Complete separate form for each Unit within Proposal, shall be deleted in full. Page 58 RFP – Form 8 shall be deleted in full. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 3 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 4 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 6. RFP - A proposal conference will be held at 1:00 PM., on November 15,2022. Join the meeting by going to https://zoom.us/j/92047244398 or call 1 (669) 900-9128, Meeting ID: 920 4724 4398. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications, shall be deleted in full and replaced with. A proposal conference/site tour will be held at 1:00 PM., on November 15,2022. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications. Prospective Proposers will meet at the Nick Palomares Prescreening Terminal Conference room at Fresno Yosemite International Airport located at 5175 East Clinton Way, Fresno, CA 93727. Those interested must RSVP to Tamra Torrence (tamra.torrence@fresno.gov) no later than November 1, 2022, by 5 p.m. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 4 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 5 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. The clarifications below shall apply to the following: Page 14. RFP – CONCESSIONS OPPORTUNITY, Concourse A; Space POD for F&B ONLY should be 4,100 square ft. Page 14-15. RFP – CONCESSIONS OPPORTUNITY, Concourse A; Space POD for N&C ONLY should be 1,100 square ft. Page 18. RFP – Locations and Merchandising Descriptions: News & Convenience Package; Concourse A; POD 5,200SF for N&C ONLY 1,100SF. Page 18. RFP – Locations and Merchandising Descriptions: Food & Beverage Package; Concourse A; POD 5,200SF for F&B ONLY 4,100SF. Page 25. RFP - SELECTION PROCESS AND EVALUATION CRITERIA; PROPOSAL EVALUATION; Concept and Design Section; and Page 30 – RFP - SUBMISSION OF PROPOSAL, TAB 3 – Tenant Mix & Concessions Plan Section Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. Therefore, for the Pod Space, in the event Proposer is only proposing on News & Convenience or Food & Beverage, Proposer is asked to submit a representative design sample including materials and Addendum Rev. 10-2021 renderings/sketches for the unit that fits into the approximate footprint of square footage designated for each category as set forth above in the LOD attached. In the event this solicitation is awarded to separate Food & Beverage and News & Convenience Proposers, Proposers shall agree to work together in conjunction with the City to establish a cohesive design for the two spaces. The City is not requiring that Proposers finish all square footage allocated to each category in the Pod location. The square footage provided in the LOD is only representative of the potential development area. Proposer must clearly identify and/or delineate the area Proposer is planning to develop within this footprint. The square footage is meant to establish a general footprint within which Proposers shall use their unique creativity to develop open-air, flow- through style locations that incorporate circulation area and ingress and egress. Pages 141-142 – RFP – Shall be deleted and replaced with the attached revised LOD. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 5 October 28, 2022 HG Fresno Concessionaires JV GAS RISER FROM1ST FLOORCW/HW RISERSIN WALL6" GREASE LINEDROP ON WALL6" GREASE LINEBELOW FLOOR12" CWBELOW FLOOR12" CWBELOW FLOORCW/HW STUBON EACH SIDEOF WALLCW/HW RISERSIN WALLFLOOR CLEAN OUTFLOOR CLEAN OUTPOD TOTAL CONCESSIONSPACE AVAILABLE6612 SFPOD NEWS & CONVENIENCE± 1100 SFPOD FOOD & BEVERAGE± 4100 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 10/28/22 116" = 1' - 0" C203 HOT WATERCOLD WATERGAS LINEGREASE LINELEGEND Addendum Rev. 10-2021 ADDENDUM NO. 6 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Additional information provided via PowerPoint MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 6 November 17, 2022 HG Fresno Concessionaires JV Addendum 7 ADDENDUM NO. 7 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. DUE DATE OF RFP, COVER PAGE RFP, PAGE 5, PAGE 15, BID OPENING OF 3:00 P.M., JANUARY 3, 2023, shall be deleted and replaced with: 3:00 P.M., January 10, 2023. QUESTIONS Question #1, From Hudson: “Can the City provide LOD’s for the Concourse A space POD delineating the space between retail and F&B for those parties considering space category proposal Option 2 (News & Convenience) OR proposal Option 3 (Food & Beverage) ONLY?” Answer: See Addendum No. 5 for further information on the layout of Space C203 (Pod). See RFP Exhibit 4 for concept drawings of the Food & Beverage area. Question #2, From Hudson: “Can the City please provide an LOD of the Concourse A; Space POD – We’d like to understand how the city is envision the layout between both the F&B and N&C concepts in the space. Right now we see one large space, but not how each of the individual units within that space will be located or positioned.” Answer: See Addendum No. 5 for further information on the layout of Space C203 (Pod). See RFP Exhibit 4 for concept drawings of the Food & Beverage area. Addendum 7 Question #3, From Hudson: “Can you please confirm which space on the map (Exhibit 2) is designated for C-120? There are currently 6 spaces colored in on the concession space map and it’s not clear which is C-120. Can you please also confirm that FAT would like a national branded coffee in this space?” Answer: Revised Exhibit 2 with space number labels is attached. Yes, City would like a national branded coffee for Space C-120. Question #4, From Hudson: “Can you please clarify the security deposit amount (SECTION 15.01 FORM OF SURETY)?” Answer: It is 3 times the monthly rent for all space for Concessions, Support Space, Storage and Office Space. City will determine the actual amount based upon the awarded locations. Question #5, From Hudson: “What is available for support premises (storage and office space) and where is it located?” Answer: Support premises is available. See map provided as RFP Exhibit 5 showing locations available for storage. Question #6, From Hudson: “How and where are deliveries received? What is the path concessionaires need to use to bring products to each space?” Answer: See map provided as RFP Exhibit 5 for path of travel for deliveries, including newly added storage spaces. Question #7, From Hudson: “Is there a loading dock? And if so, where is it located” Answer: The loading dock is currently located outside of the old pre-screening restaurant area. There will be a newly created storage space for both F&B and N&C in the remodeled area to allow for use of the dock by both F&B and N&C deliveries. See map provided as RFP Exhibit 5. Addendum 7 Question #8, From Hudson: “Are the F&B spaces currently vented and can we access the vents? If no, are we able to vent the spaces?” Answer: The only space currently vented is the POD F&B (Space 203). Spaces C120 and C134 can have venting added at Concessionaires expense with approval by City of the roofing vendor. Question #9, From SSP America, Inc.: “Please provide 2022 monthly sales for each Food & Beverage location?” Answer: 2022 monthly sales (through October) have been provided as RFP Exhibit 3. Question #10, From SSP America, Inc.: “With the rise in food costs and construction costs, please consider increasing the pricing to street plus 15%?” Answer: The City will not consider increasing the pricing to Street plus 15% at this time. Question #11, From SSP America, Inc.: “Where should the $5,000 Deposit Check be mailed if a respondent submits electronically?” Answer: Please submit the check to: Purchasing Office, Attn: Tamra Torrence, Sr. Procurement Specialist, City of Fresno, 2600 Fresno Street, Room 2156, Fresno, CA 93721 Question #12A, From SSP America, Inc.: “C120 and C134 – These spaces have gate doors to the exterior within the footprints. Are these required for operations or code exiting or can they be removed?” Answer: One door must remain in the store design in order to receive product deliveries via SIDA. Door placement can be moved per final approval by City of Proposer's design plan. Addendum 7 Question #12B, From SSP America, Inc.: “POD F&B ‐ Is there a height restriction?” Answer: There are no codes or architectural restrictions. The only restrictions would be upon final approval of the design by the City and the Proposer's ability to maintain the location. Question #12C, From SSP America, Inc.: “POD F&B – There is an existing Flight Information Display at the top of the escalators, is it possible to relocate this?” Answer: It is possible, provided that the City finds a suitable alternative location for the FIDS. Question #12D, From SSP America, Inc.: “POD F&B – Are we able to apply new materials/finishes to the back of the restroom core?” Answer: Proposers are able to submit design plans that apply new materials/finishes to the back of the restroom core, subject to City approval of the finish, location, etc. Additional Information Regarding Demo of existing facilities: City will be responsible for the demolition of the existing concession spaces to the studs and will provide stub outs for utilities connections. Outgoing Concessionaire, if any, is responsible for the removal of any fixtures and furniture in the space prior to demolition. Revised Exhibit 1 to RFP: Attached is the revised Exhibit 1 to the RFP. It includes a PDF of the tracked changes to show what was updated in the document. Addendum 7 MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. HG Fresno Concessionaires JV Bid File No.:12300507 Addenda No.: 8 December 12, 2022 General Services Department Purchasing Division - (559) 621-1332 - www.fresno.gov Brian Barr, Director 2101 G. Street, Bldg. A Fresno, California 93706 ADDENDUM NO. 8 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT Bid File No. 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of January 10, 2023, 3:00 P.M. PURCHASING DIVISION NOTICE OF RELOCATION Please be advised that the Purchasing Division has been relocated, formerly located at Fresno City Hall, 2nd Floor, Fresno Street, Fresno CA 93721, and will now be housed at the Municipal Service Center (MSC), located at: 2101 G. Street, Building A Fresno, CA 93706 As we continue to provide bid support, please note you can continue to reach the Purchasing Division at the following telephone number: 559-621-1332 **In person Bid Openings are now held at the above mentioned address** **Please send deposits and mail correspondences to the above mentioned address** City of Fresno MELISSA PERALES Purchasing Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. HG Fresno Concessionaires JV Addendum 8 ADDENDUM NO. 9 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 10, 2023. All changes and or clarifications will appear in bold underlined type. DUE DATE OF RFP, COVER PAGE RFP, PAGE 5, PAGE 15, BID OPENING OF 3:00 P.M., JANUARY 10, 2023, shall be deleted and replaced with: 3:00 P.M., January 17, 2023. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. January 9, 2023 HG Fresno Concessionaires JV ENTRANCE TAB 1 – Proposed Business Terms and Conditions RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 2: BUSINESS TERM/DEAL NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Key Business Terms for News & Convenience (3 locations) Term 15 years from construction completion date of the entire package. Space Rent (1st Year) $40.00 square foot/year with annual CPI adjustments not to exceed 5% starting year 2. Support Space Rent (1st Year) $20.00 square foot/year with annual CPI adjustments not to exceed 5% starting year 2. Percentage Rent Rate 10% of sales Anticipated Minimum Capital Investment $___ per square foot Mid-Term Refurbishment Requirement $____ per square foot ACDBE Participation Goal 13% of Annual Gross Receipts Required Hours Concessionaire shall open all units a minimum of one and one-half hours before the first scheduled flight of the day and remain open until at least 30 minutes after the last departing flight (including flights that may have been delayed). Use of Concession Space The spaces associated with this concession opportunity may be used only for the sale of permitted News & Gift items as stated in the successful proposal. The specific concept will be documented in a final executed concession agreement. The space may not be subdivided into separate concepts, without prior written consent. No advertising or sponsorship is allowed in the concession space unless approved by City. Storage Space Concession storage space is available. Storage space cost is $20.00 per square foot per year and is not included in the RR and is subject to annual CPI adjustments not to exceed 5% annually. Restrictions on Use of the Concession Space Proposers are restricted from proposing any uses except as described RFP response. Agreed to by:________________________ Date:_______________________________ Title: ______________________________ HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO 11/21/2022 837 158 AALLWWAAYYSS FFRREESSHH BBAAKKEEDD -- FFRREESSHH BBRREEWWEEDD -- FFRREESSHH FFOOOODD BBaaggeell BBrraannddss •• 555555 ZZaanngg SSttrreeeett,, SSuuiittee 330000 •• LLaakkeewwoooodd,, CCOO 8800222288 November 18, 2022 Evan Schut Senior Vice President, Food & Beverage HUDSON One Meadowlands Plaza East Rutherford, NJ 07073 Re: Letter of Authorization – Einstein Bros. Bagels Dear Evan, It is our pleasure to provide this letter confirming authorization that Hudson (“Hudson”) has the rights to include Einstein Bros. Bagels’ trademarks, logos, and products in the Proposal of Hudson to the lessor at Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one year following the date written above and may be extended by mutual written agreement of the parties. This letter will also automatically terminate if Hudson does not win the award under the Proposal or, after winning the award, the Lease is not signed by Hudson and the Airport (or its designee). If you need any additional information or support for your package, please let us know. Thank you for the opportunity to partner with Hudson @ FAT Airport! All the best, Tina Welch Tina Welch Sr. Director, Business Development e | tina.welch@bagelbrands.com c | 502.35.4615 December 13, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of cocokind, I would like to let you know how excited we are to be part of Hudson’s local vendor offerings for the Fresno Yosemite International Airport. Cocokind creates sensitive skin-friendly products that concentrate on hydration and barrier support. Our transparency is unmatched, providing a detailed breakdown of the product formula and the carbon footprint on the side of every box. Founded by Priscilla Tsai in 2015, cocokind merges results-driven skincare, community, and sustainability to consistently challenge the status quo in the beauty industry. Our philosophy is ‘a little bit often’ so you can get glowy, happy skin without stepping outside of your natural comfort zone. We would absolutely love the opportunity to be featured at the Hudson store at the Fresno Yosemite International Airport! Our affordable, effective formulas and engaging packaging are the perfect fit for a diverse audience. We partnered with Napa Farms at the SFO airport and performed very well in this market. Our versatile multi-purpose mymatcha moisture stick (pictured below) was our top selling SKU at Napa Farms. It is sold in a display of 12 units making it incredibly easy to merchandise on the shelf and by the registers. We are excited about the opportunity to reach our local audience in the San Francisco area, where cocokind was founded and continues to be headquartered. As I mentioned above, we value your partnership and thank you for your business. If you have any questions please reach out to me at katie@cocokind.com. Thank you so much for considering cocokind for this valuable space! Katie Lenzen December 9, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support- Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Life’s Grape, we are elated to be chosen by Plum Market to be a local offering at the Fresno Yosemite International Airport. Life’s Grape is a family owned, women run, locally owned, farm-to-table business located in Kerman. We are proud of being a California grown product and it would be an honor to have our products available to travelers seeking unique products like ours. Life’s Grape provides the highest quality grapes on the market and are a sought- after snack for those on-the-go. We look forward to a prosperous partnership with the Fresno International Airport that will allow our brand to get the exposure we have been trying to achieve. Thank you for this opportunity. Thanks a bunch, Courtney Gillespie President and Co-Founder December 9. 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina Let me introduce myself, my name is John Hinkle beekeeper and owner of Hinkle’s Honey in Fresno California. I am very interested in the opportunity to be a part of Hudson’s offerings for the Fresno Yosemite International Airport. We are a small beekeeping operation in Fresno and a certified producer of our product. Our honey is a unique blend from all our different bee locations in the area, which creates a delicious valley blend. Our honey has never been superheated or filtered, which leaves all the enzymes, nutrients and pollens, leaving it as a raw, natural product. I believe our produce would be a great asset, and would be honored to have the opportunity to have our honey in such an exclusive hometown location. Sincerely, John Hinkle John Hinkle Owner Hinkle’s Honey December 8, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Made in Nature, we appreciate the offer of being afforded an opportunity to be part of Hudson’s local offerings for Fresno Yosemite International Airport . Debbas Gourmet was aquired by Made in Nature early in 2022. We now share a consolidated facility in Fresno, California. Our A’Cappella Knotty Grahams are now in distribution at Plum Markets and are set for a July merchandising event with Hudson News stores in airports around the country. If Hudson is awarded the opportunity at FAT we would love to support A’Cappella at your new location. Our A’Cappella brand provides high-quality, desirable gourmet treats for consumers, and would be a great fit in airport venues – we look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport Sincerely, T.Huff Tim Huff Director of Sales Mobile – 732 801 6518 Raphio Chocolate, LLC ◆ 783 E. Barstow Avenue, Suite G, Fresno, CA 93710 ◆ (559) 424-3369 ◆ info@raphiochocolate.com December 8, 2022 HUDSON GROUP Attn: Iris G. MessinaAttn: Iris G. MessinaAttn: Iris G. MessinaAttn: Iris G. Messina Vice President, Business Development One Meadowlands Plaza East Rutherford, NJ 07073 Subject:Subject:Subject:Subject: Letter of Support Letter of Support Letter of Support Letter of Support –––– Fresno Yosemite International AirportFresno Yosemite International AirportFresno Yosemite International AirportFresno Yosemite International Airport Dear Ms. Messina, On behalf of Raphio Chocolate, I would like to share with you how excited we are to be provided with an opportunity to be part of Hudson and Plum Market’s local offerings for Fresno Yosemite International Airport. Our chocolate brand is synonymous with Fresno as we are the only craft chocolate maker in Fresno that makes chocolate from scratch, from cocoa beans. This method of production ensures that the chocolate product is of the highest quality, aesthetically pleasing and tastes delicious. We have full support of our local community evidenced by 5.0 Stars reviews on Yelp and 4.9 stars on Google. Nationally, we have also won a prestigious award – Good Food Award by Good Food Foundation. Airports are undeniably appealing from an exposure perspective, yet an incredibly daunting and cost- prohibitive direct business pursuit for a small company like ours. The opportunity to have our products featured in select Hudson and Plum Market stores at Fresno Yosemite International Airport is exciting especially as Hudson and Plum Market’s approach maximizes our exposure and minimizes our risks - we’d never be able to afford a stand-alone operation. We look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport, our hometown airport! Thank you for this opportunity and your support. Regards, Yohanes Makmur Co-Founder | VP Marketing December 8, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Charles Chocolates I would like to let you know how excited we are to be afforded an opportunity to be part of Hudson’s local offerings for Fresno Yosemite International Airport. Airports are undeniably appealing from an exposure perspective, yet an incredibly daunting and a cost-prohibitive direct business pursuit for a small company like mine. The opportunity to have our products featured in select Hudson stores at Fresno Yosemite International Airport is exciting especially as Hudson’s approach maximizes our exposure and minimizes our risks - we’d never be able to afford a stand-alone operation. Charles Chocolates is well known and well loved Northern California artisan chocolatier – we look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport, just as we have with the Hudson Group family of retail locations at SFO! Thank you for this opportunity and your support. Sincerely, Chuck ‘Charles’ Siegel President RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 3: PROPOSAL DEPOSIT Accompanying this proposal is a Proposal Deposit in the amount of Five Thousand Dollars ($5,000.00) in form of: [ ] Annual Bidder’s Bond [ ] Certificate of Deposit [ ] Proposer’s Bond [ ] Certified Check [ ] Cashier’s Check [ ] Irrevocable Letter of Credit HG Fresno Concessionaires JV x If the successful proposer does not have a City of Fresno Business License, it shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract. *Please note, HG Fresno Concessionaires JV is a newly formed entity. As a result, it does not have a City of Fresno Business License. In lieu of that, we have provided the City of Fresno Business License for the primary equity holder: Hudson Group (HG) Retail, LLC on the following page. Proposal Deposit is deposited by the undersigned Proposer with the City of Fresno as a guarantee that the Proposer, if awarded all or part of the Agreement, will, within 15 calendar days (except in the event federal funding is applicable to the Agreement, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return an Agreement furnished by the City. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. Such Deposit is made with the understanding that failure to execute such Agreement will result in damage to the City, that the amount of such damage would be difficult to determine and that in the event of such default said Deposit shall become the property of the City; or, if a Proposer’s Bond is deposited, the amount of the obligation thereof, but not more than the above stated amount, shall thereupon be due and payable to the City of Fresno as liquidated damages for such default, payment of said amount to be the joint and several obligation of the Proposer and the corporate surety. BUSINESS LOCATION ( ) The undersigned Proposer does not maintain a place of business in the City of Fresno. ( X ) The undersigned Proposer maintains a place of business in the City of Fresno at: BUSINESS LICENSE ( x ) The undersigned Proposer has a current City of Fresno Business License Number: *Tax Account No. 91631 5175 E Clinton Way, Fresno, CA 93727 ENTRANCE TAB 2 – Business Forms, Inserts and Relevant Materials N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS COMPANY INFORMATION The Nation’s Leading Travel Retail Concessionaire Hudson has been a travel retail leader for over 30 years. Built on vision and a progressive attitude that ensures longevity, Hudson grew from a single news/gifts location in LaGuardia Airport to include an array of operations in travel venues and destination locations across the U.S. and Canada. The information below is reflective of the majority equity holder in HG Fresno Concessionaires JV. The stats we’ve provided in this statement of qualifications speak to our operations prior to the spread of COIVD-19. While we scaled back operations to deal with the downturn in air travel, we’re definitely on the road to recovery and fully expect to be back to business as usual as the crisis continues to abate. $180 Million 9 Califonia Markets $1.9 Billion 2019 revenue (overall) 1,000+ Concessions Locations 88 Markets North America $150 Million 2019 Food Sales 150+ F&B Locations 30+ YEARS Airport Concessions Experience Operating in 88 Locations in U.S. & Canada N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS COMPANY INFORMATION Trade Name Registrations: Hudson Corporate or Limited Liability Company/Partnership entity information: HG Fresno Concessionaires JV is a joint venture between Hudson (87% ownership) and local ACDBE retailer Martinez-Niebla, LLC (13% ownership). Legal name of Corporation, Limited Liability Company or Partnership: HG Fresno Concessionaires JV is a newly formed entity. The primary equity holder is Hudson (HG) Retail, LLC. State of Formation: Delaware* Federal Tax ID: Hudson (HG) Retail, LLC: 27-2070333* * Please note, HG Fresno Concessionaires JV is a newly formed entity. As a result, it does not have state of formation or tax ID. In lieu of both, we have provided the state of formation and tax ID for the primary equity holder: Hudson (HG) Retail, LLC. Delaware The First State Page 1 4777376 8300 Authentication: 204707538 SR# 20223864760 Date: 10-26-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "HUDSON GROUP (HG) RETAIL, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF OCTOBER, A.D. 2022. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "HUDSON GROUP (HG) RETAIL, LLC" WAS FORMED ON THE NINETEENTH DAY OF JANUARY, A.D. 2010. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE. Secretary of State Certificate of Status I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify: Entity Name:HUDSON GROUP (HG) RETAIL, LLC Entity No.:201010310184 Registration Date:04/09/2010 Entity Type:Limited Liability Company - Out of State Formed In:DELAWARE Status:Active The above referenced entity is active on the Secretary of State's records and is qualified to transact intrastate business in California. This certificate relates to the status of the entity on the Secretary of State ’s records as of the date of this certificate and does not reflect documents that are pending review or other events that may impact status. No information is available from this office regarding the financial condition, status of licenses, if any, business activities or practices of the entity. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of November 15, 2022. SHIRLEY N. WEBER, PH.D. Secretary of State Certificate No.: To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at biz fileOnline.sos.ca.gov. 059957837 12/19/22, 8:28 AM B2Gnow https://californiaucp.dbesystem.com Print Business & Contact Information BUSINESS NAME MARTINEZ & NIEBLA LLC OWNER TRICIA SANCHEZ ADDRESS 2631 CIRCLE DR NEWPORT BEACH, CA 92663 [map] PHONE 714-689-1700 ETHNICITY Hispanic American GENDER Male COUNTY Orange (CA) Certification Information CERTIFYING AGENCY City of Los Angeles CERTIFICATION TYPE ACDBE - Airport Concessionaire Disadvantaged Business Enterprise CERTIFIED BUSINESS DESCRIPTION Commodity Codes Code Description NAICS 446130 Optical Goods Stores (changed in 2022 codeset) NAICS 448140 Family clothing stores (changed in 2022 codeset to 458110) NAICS 451211 Book stores (changed in 2022 codeset to 459210) NAICS 453220 Gift, Novelty, and Souvenir Stores (changed in 2022 codeset) Additional Information WORK DISTRICTS/REGIONS Fresno, Los Angeles, Orange, Riverside, Sacramento, San Diego CUCP PUBLIC DIRECTORY CERTIFICATION NUMBER 35525 Certified Profile RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 4: NON-COLLUSION AFFIDAVIT FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 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. Agreed to by:_________________________ Title: _______________________________ HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO Date: 1/3/2023 RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 5: REFERENCES FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Please list at least three current references of similar size and type of services, including governmental agencies and/or airport authorities, if available. Reference No. 1: AGENCY/COMPANY NAME: Reference No. 2: AGENCY/COMPANY NAME: Reference No. 3: AGENCY/COMPANY NAME: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: HG Fresno Concessionaires JV Indianapolis International Airport 7800 Col. H. Weir Cook Memorial Drive, Indianapolis, Indiana 46241 David Shaw dshaw@ind.com 317 487 5010 317 487 5034 1/1/2022 - 12/31/2032Travel Convenience / Specialty Retail Myrtle Beach International Airport 1100 Jetport Rd, Myrtle, SC 29577 Judi Olmstead olmsteaj@horrycounty.org 843.839.7359 N/A 12 years Travel Convenience City Of Colorado Springs Municipal Airport 7770 Milton E. Proby Parkway, Suite 50 Gregory S. Phillips, AAE Greg.Phillips@coloradosprings.gov 719.550.1910 N/A 7 years Travel Convenience RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO: THE PURCHASING MANAGER, OF THE CITY OF FRESNO The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.) 1. a.Business Name (If using more than one business name, please list all names.): b. Address: Is your firm operating as a franchisee? Yes_________ or No ________ If yes, list the franchiser, and number of years your business has been franchised: 2.Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract. HG Fresno Concessionaires JV HG Fresno Concessionaires JV 1 Meadowlands Plaza East Rutherford, NJ 07073 X Please see the pages following this form for information on key personnel. 3.All Proposers must have a minimum of 3 years’ experience under current business name of similar scope and size. How many years has your business been under your present name? ______30+_________ How many years under former names? (List name and number of years) Please note – HG Fresno Concessionaires JV is a newly formed entity. In addition, the primary equity holder: Hudson Group (HG) Retail, LLC is an affiliate of Hudson Ltd. (“Hudson”). Hudson has operations in more than 100 joint ventures, many of whom have been in operations for more than a decade. To satisfy the experience requirement and for the sake of brevity, we’ve provided data on the pages following this from 3 of our current programs that have been in operation for more than 3 years – including our current retail program at FAT. RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 4.How many years has your business been providing services? _________ 5.What other types of services does your business provide? 6.Describe your firm’s communications system and how communications will be implemented between the City and your firm’s local office for transmitting correspondence, reports, requests, etc. 7.Have there been any contract terminations for the services your firm performs before the fulfillment of the contract within the past three years? Yes______ or No _________ If so, list the date, client, and reason for termination below: 8.Provide organizational chart of firm’s key personnel. Organization chart attached? Yes _____ or No ____ 9.Does the proposer currently possess sufficient staff and extra staff to meet the initial requirements (See Attachments D-G) for this contract? Yes _____ or No ____ If “Yes”, describe the inventory and if “No”, describe how you will meet the initial requirements: HG Fresno Concessionaires JV 30+ X Our four pillars – Travel Convenience, Specialty Retail, Duty Free, and Food & Beverage – are at the core of our strategy, and are what truly differentiates us as a travel experience leader in North America. Over the years, we have built a best-in-class store portfolio, augmented by digital technology and operational excellence, that seamlessly delivers what our team members, travelers, landlords, and partners are looking for and more. X Formal reports such as monthly sales reports and certified annual sales are sent as applicable from the agreement. Formal letters are typically used when the subject matter warrants (ex. requests for information, company updates, etc.). Otherwise, our market leader will typically call and/or email with various business points of contact at the airport. x Each day, members of the sales team will greet and assist FAT guests. Supervisors and managers will move continuously from store to store to monitor customer service, operations and inventory. In addition to dedicated team members, we may shift teams between stores to operate registers or otherwise assist customers as needed during high-traffic periods. RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 10.Describe your firm’s vacation policy and holidays, if provided by your firm: 11.Provide your firm's employee training program. Document attached (y/n)? ___________ 12.Provide organizational chart of proposed staffing. Document attached (y/n)? ___________ HG Fresno Concessionaires JV Employees who are classified as regular full-time (non-union) or regular part-time (non-union) are eligible for vacation benefits under this Policy after completing 60 days’ continuous regular employment. Employees classified as seasonal or temporary are not eligible for vacation benefits. Note: Hudson can provide further detail around our vacation and holiday policy if needed. Y Note: we consider training material proprietary and important information that we prefer to keep confidential. We appreciate your understanding the sensitivity around sharing such materials in their entirety. Y HG Fresno Concessionaires JV Staffing Plan Plum Market Fresno Street Eats Position No. of FTEs Position No. of FTEs Chef 1 Cook 5 Sous Chef 4 Server 4 Cook 8 Supervisor 3 Prep Cook 3 Total FTEs 12 Porter 5 Brand Manager - Plum 1 Starbucks (Pre & Post Security) Supervisor 4 Position No. of FTEs Bar 8 Barista 10 Total FTEs 34 Brand Manager - Starbucks 1 Supervisor 6 Retail Team & Infrastructure Total FTEs 17 Position No. of FTEs Sales Team 16 Program Oversight Supervisors 4 Position No. of FTEs Warehouse Manager 1 Program General Manager 1 Warehouse Team 3 Administrative & Accounting 1 Total FTEs 24 Total FTEs 2 HG Fresno Concessionaires JV – Organizational Chart HG Fresno Concessionaires JV – Roles & Responsibility Summary Please note, for the sake of brevity we’ve included a summary. We’re happy to provide full job descriptions upon request. Role Responsibility FAT Program Manger Manage all concepts and offers at FAT; ensuring coordination across all experiences Manager: Plum Market Manage operation of Plum Market & Fresno Street Eats Concepts Manager: Starbucks Manage operation of Starbucks locations Supervisor Assist with operation of respective concept; including management of front line team Warehouse Manager Manage storage, delivery and logistics of FAT program Warehouse Team Store, delivery and organize materials, products and ingredients for FAT program Chef Manage kitchen operations, kitchen staff, create menus, liaise with suppliers Sous Chef Assist chef with day-to-day operations of kitchen; manage staff Cook Manage preparation of specific cuisine; assist sous chef and/or chef Barista Prepare and serve beverages and pre-packaged foods Prep Cook Prepare food of specific cuisine; assist sous chef and/or chef Server Serve food and/or beverages Sales Team Assist guests with purchases of retail items; run cash registers Bartender Prepare and serve alcoholic beverages at bar Porter Cleans and organizes kitchen and storage areas Back-of-House Support Administrative and accounting staff to support FAT operations KEY PERSONNEL & ROLES Tonya Brewer Harris is the General Manager of our program at FAT today. She’s worked at FAT for more than 20 years and as a wealth of knowledge, experience and local understanding that is invaluable. In the event we’re afforded the opportunity to continue to operate concessions at FAT, Tonya will continue to lead our efforts. Tonya and the entire FAT concessions team will be supported by Mike Petersen (SVP, Operations) and Brian Berkner (RVP, Operations). Each will continue to make regular visits to FAT to provide training, mentorship and analyses to maximize the performance of our program. Mike and Brian will ensure that our entire FAT program offering celebrates Fresno consistent with our original program vision presented in this proposal. SUPPORTING THE TEAM & PROGRAM AT FRESNO The performance of our concessions programs are closely monitored to make sure we are delivering value. Routine analyses at FAT will be performed at the local level by Tonya, at a regional level by operations leaders - SVP Mike and Brian – and at the national level by a number of subject matter experts at regional locations as well as the North American Support Center (NASC). As the CEO of our FAT program, Tonya will be assisted by this support structure to continually evolve the program as trends, technology and needs change. Below we’ve included some of our top leaders who will support Tonya and contribute to our success at FAT. Title Area of expertise Tonya Brewer Harris General Manger @ FAT FAT concessions & operations Mike Petersen SVP - Operations Concessions program oversight & operations Brian Berkner RVP - Operations Concessions program oversight & operations Evan Schut SVP - F&B F&B operations Mario Scorcia EVP - Duty Paid Duty Paid operations Iris Messina VP - Business Development Program facilitator Brad Lenz SVP - Store Design & Construction Design and construction activities Ruben Martinez ACDBE Partner Concessions program design & operations Tony Sanchez ACDBE Partner Concessions program design & operations Tricia Sanchez ACDBE Partner Concessions program design & operations In addition to the individuals noted above, a complete infrastructure team will be available to support FAT to support functions including accounting, purchasing, technology, human resources, legal and compliance/licensing needs. HG Fresno Concessionaires JV – Please note, for the sake of brevity we’ve included a summary of key personnel below. We’re happy to provide more information upon request. Please see the table below for 3 of our current programs that have been in operation for than 3 years –including our current retail program at FAT. Location Lease/Operation Commencement No. of stores Total sq. ft. Concepts operated Sales Fort Lauderdale- Hollywood International 2013 19 15,000+ Travel essentials, candy, books, apparel, accessories ,sunglasses 2019 $11.90M 2022: $14.20M Dallas Love Field 2012 22 15,000+ Travel essentials, QSR, coffee, cosmetics, jewelry, accessories, specialty 2019: $11.30M 2022: $15.30M Fresno Yosemite International Airport 2002 3 3,000+ Travel Essentials 2019: $3.08M 2022: $4.43M RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 7:STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION AND INSURANCE REQUIREMENTS FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 The Proposer shall sign below that the Proposer accepts in whole the Indemnification and Insurance Requirements set forth in these Specifications. If the Proposer takes exception to some portions, those portions shall be listed here below and the Proposer shall sign that the Proposer accepts all portions of the requirements not listed. Note: Any exceptions may render the proposal non-responsive. INDEMNIFICATION, EXEMPTION OF CITY, AND INSURANCE A.INDEMNIFICATION AND RELEASE To the furthest extent allowed by law, Concessionaire shall indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) 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, including damage by fire or other casualty) incurred by City, Concessionaire 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 Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of the Airport, including use of any public airport facilities and improvements, upon which the Premises is located; or (iii) performance of, or failure to perform, this Agreement. Concessionaire’s obligations under the preceding sentence shall apply to any negligence of City, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of City. If Concessionaire should contract any work on the Premises or subcontract any of its obligations under this Agreement, Concessionaire shall require each consultant, contractor and subcontractor to enter into a Side Agreement, at the discretion of the City’s Risk Manager or their designee, to indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Concessionaire’s occupancy, maintenance and use of the Premises shall be at Concessionaire’s sole risk and expense. Concessionaire accepts all risk relating to Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of that Premises, including use of any public facilities and improvements, upon which the Premises is located; and (iii) the performance of, or failure to perform, this Agreement. City shall not be liable to Concessionaire or Concessionaire’s insurer(s) for, and Concessionaire and its insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable HG Fresno Concessionaires JV RFP No. 1235007 to an occurrence on or about the Premises including any public facilities and improvements, upon which the Premises is located, in any way related to the Concessionaire’s operations and activities. Concessionaire shall immediately notify City of any occurrence on the Premises including any public facilities and improvements, upon which the Premises are located, resulting in injury or death to any person or damage to property of any person. The provisions of this Section A shall survive termination or expiration of this Agreement. INSURANCE REQUIREMENTS (a)Throughout the life of this Agreement, Concessionaire shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i)admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City’s Risk Manager or his/her designee at any time and in his/her sole discretion. The City of Fresno and each of its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) requires policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, 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, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Concessionaire shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c)The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1.The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, RFP No. 1235007 indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2.The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3.Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE Concessionaire, or any party the Concessionaire subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1.COMMERCIAL GENERAL LIABILITY : (i)$1,000,000 per occurrence for bodily injury and property damage; (ii)$1,000,000 per occurrence for personal and advertising injury; (iii)$2,000,000 aggregate for products and completed operations; and, (iv)$2,000,000 general aggregate applying separately to the work performed under the Agreement. 2.COMMERCIAL AUTOMOBILE LIABILITY : $1,000,000 per accident for bodily injury and property damage. 3.WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i)$1,000,000 each accident for bodily injury; (ii)$1,000,000 disease each employee; and, (iii)$1,000,000 disease policy limit. 4.LIQUOR LIABILITY INSURANCE (if applicable) for alcoholic beverages that are to be sold, served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i)$1,000,000 per occurrence; (ii)$2,000,000 aggregate for bodily injury and property damage; 5.PROPERTY: (if operating within the airport) Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of Concessionaire’s business property. RFP No. 1235007 UMBRELLA OR EXCESS INSURANCE In the event Concessionaire 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 of Fresno and each of its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Concessionaire shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Concessionaire 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 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)Concessionaire 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 the City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to City, except ten (10) days for nonpayment of premium. Concessionaire 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, Concessionaire 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, Concessionaire shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed to name The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds. Concessionaire shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26, CG 20 11 or similar by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms CG 20 26 or CG 20 11. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed so Concessionaire’s insurance shall be primary and no contribution shall be required of City. The coverage shall contain no special limitations on the scope of protection afforded to The City of Fresno and each of its officers, officials, employees, agents and volunteers. If RFP No. 1235007 Concessionaire maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Concessionaire. 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 Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to The City of Fresno and each of its officers, officials, employees, agents and volunteers. The property insurance policy is to contain, or be endorsed to contain, the following provisions: 1.Full replacement value of any permanent improvements on the Premises, with the City named as a Loss Payee. 2.The coverage shall contain: (i)No coinsurance penalty. (ii)No limitations or exclusions for vacancy of any part of the Premises. (iii)No special limitations on the scope of protection afforded to City. PROVIDING OF DOCUMENTS - Concessionaire shall furnish City with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Concessionaire shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Concessionaire shall also be required to provide all documents noted herein. MAINTENANCE OF COVERAGE - If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City hereunder shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, its principals, officers, agents, employees, persons under the supervision of Concessionaire, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. RFP No. 1235007 SUBCONTRACTORS - If Concessionaire should subcontract all or any portion of the services to be performed under this Agreement, Concessionaire shall require, at the discretion of the City, their subcontractor to enter into a separate Side Agreement in order to provide indemnification and insurance protection to City. Concessionaire shall verify that all subcontractors maintain insurance meeting all the requirements stated herein and Concessionaire shall ensure that City and each of their officers, officials, agents, employees and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Concessionaire and City prior to the commencement of any work by the subcontractor. ACCEPT DO NOT ACCEPT If "DO NOT ACCEPT" is checked, please list exceptions: INSERT IF APPLICABLE Signature of Authorized Person Type or Print Name of Authorized Person x Brian J. Quinn RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 9: ADDENDA and TIME PERIOD TO AWARD/REJECT 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 ONE HUNDRED (120) 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. HG Fresno Concessionaires JV RFP No. 1235007 Proposer’s Name_______________ (Submit within 3 days after Proposal opening) FORM 10: DBE DATA REQUEST This information is being gathered for informational purposes only and failure to provide this information will have no impact whatsoever on the evaluation of your bid or proposal. All information submitted on this form is subject to review by the DBE Coordinator Commitment Percentage: I certify that the information contained in this good faith effort documentation form is true and correct to the best of my knowledge. I further understand that any willful falsification, fraudulent statement or misrepresentation could make this bid non-responsive. Proposer/Authorized Representative Signature: Title: Date: HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO 1/3/2023 30% FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 1 of (Submit with Proposal) Proposer's Name______________________________ FORM 11: DISCLOSURE OF CONFLICT OF INTEREST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 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) HG Fresno Concessionaires JV 1/3/2023 HG Fresno Concessionaires JV Brian J. Quinn 1 Meadowlands Plaza East Rutherford, NJ 07073 N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS AGREEMENT COMMENTS HG Fresno Concessionaires JV has reviewed the agreement and does not have any comments at this time. ENTRANCE TAB 3 – Tenant Mix & Concessions Plan FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: CONCEPT LOOK & FEEL T-105 | Hudson + Einstein Bros. Bagels | Concept 1,245 SF On-the-go-convenience meets the perfect on-the- go food. At this combination Hudson and Einstein Bros. Bagels store, travelers will be able to fi nd everything they need while also grabbing fresh, delicious bagels in a variety of fl avors and toppings. Bites While You Shop FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: MATERIALS BOARD (HUDSON + EINSTEIN BROS.) T-105 | Hudson + Einstein Bros. Bagels | Materials Board 1,245 SF Material Dimensional Metal and Wood Storefront Panels Birch VeneerPorcelain Tile Black Aluminium Megawall Material Porcelain Tile Porcelain Tile Subway Tile Slated Wood Paint Paint Paint Back-lit Ribbed Acrylic Designed to allow customers to seamlessly shop at both Hudson and Einstein Bros. Bagels once they enter, the two storefronts open up into a seamless shared space. Within, customers can shop while they wait for their bagel order. • This reimagined Hudson and Einstein Bros. shopping experience leverages our strengths and emphasizes quality. • Designed to meet the traveler’s needs with a fast, easy, and sophisticated merchandising approach. • The storefront seamlessly combines Hudson and Einstein Bros. brand elements to create energy and motion through a mix of materials and finishes. • Authentic materials are the foundation of this environment. These color choices create a more comfortable experience for the shopper and allow our brands to pop through marketing and graphics. • The brightly lit neutral interior uses strategically placed directional elements to guide customers to the product. • Digital content above the coolers activates the space and keeps it feeling dynamic. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Storefront Rendering 1 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Storefront Rendering 2 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: INTERIOR RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Interior Rendering 1 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Interior Rendering 2 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: FLOOR PLAN RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Floor Plan Rendering 1,245 SF STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT HUDSON 745 SF IT/ELEC(EXT. CLOSET)30" COOLER 30" COOLER 30" COOLER30" COOLERBOH98 SF IMPULSEBACKCOUNTERBACKCOUNTER MOBILE ORDERPICK UP +HAND OFFPOS3'-0"ESPRESSOSTATION4'-7"MERCHANDISE3'-6 3/4"PEGGEDMPPEGGEDMP MEDIA MAG ESSENTIALS MAG BOOK BOOK TECH/ TRAVEL HBA STARBUCKS 500 SF MARKETPLACE MARKETPLACECONDIMENTS3'-0"CASHWRAP 1 - STAFFED 2 - SELF CHECKOUT 4'-0 1/2" FOODCASE DESTINATION121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r .c o m DIRECTION OF TRAVEL FAT AIRPORT - T-105 | HUDSON + STARBUCKS FLOOR PLAN 11.14.2022 3/16" = 1'-0" KEY PLAN PRE-SECURITY SPACE T-105 1,245 SF 745 SF = HUDSON 500 SF = STARBUCKS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: CONCEPT LOOK & FEEL C-135 | Hudson + Brookstone | Concept 1,008 SF Outer Graphics.indd 1Outer Graphics.indd 1 8/10/21 6:02 PM8/10/21 6:02 PM 8x10_12x8_11x11 Brookstonne_Graphics.indd 18x10_12x8_11x11 Brookstonne_Graphics.indd 1 9/28/21 7:27 PM9/28/21 7:27 PM With Hudson’s convenience off erings combined with Brookstone’s innovative and on-trend technology, everything a traveler needs for on-the-go wellness, connection, and entertainment can be found here. Tech and Travel FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: MATERIALS BOARD (HUDSON + BROOKSTONE) C-135 | Hudson + Brookstone | Materials Board 1,008 SF Megawall Material Porcelain Tile Megawall Porcelain Tile Paint Paint Back-lit Storefront Graphic Wood Veneer Blue LED Powder Coated Metal Paint Dimensional Metal and Wood Storefront Panels Black Aluminium Back-lit Ribbed Acrylic Convenience transitions seamlessly into technology and wellness offerings in this shared space, with both storefronts’ sleek blue color palettes and easy-to-navigate interiors making it easy to browse and shop. • This reimagined Hudson and Brookstone shopping experience leverages our strengths and emphasizes quality. • Designed to meet the traveler’s needs with a fast, easy, and sophisticated merchandising approach. • A darker blue is the foundation of the Hudson environment. This color choice creates a more comfortable experience for the shopper and allows our brand blue to pop in marketing and graphics. • The brightly lit neutral interior uses strategically placed directional elements to guide customers to the product. • Digital content above the coolers activates the space and keeps it feeling dynamic. • From the concourse, a well-lit and eye-catching Brookstone facade beckons travelers to enter and explore. • Fixtures are intentionally positioned to create brand and category destinations, where customers can comfortably dwell. TENANT MIX & CONCESSIONS PLAN C-135: STOREFRONT RENDERINGS C-135 | Hudson + Brookstone | Storefront Rendering 1,008 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: INTERIOR RENDERINGS C-135 | Hudson + Brookstone | Interior Rendering 1,008 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-120: FLOOR PLAN RENDERINGS C-135 | Hudson + Brookstone | Floor Plan Rendering 1,008 SF BOH 81 SF AUDIOTECH ESSENTIALS 30" COOLER 30" COOLER 30" COOLER 30" COOLER 30" COOLER MARKETPLACE BOOKS IT/ELEC PEGGED MAG MAG MEDIA ESSENTIALS DESTINATION HBAMAG MARKETPLACE HUDSON 794 SF BROOKSTONE 214 SF DESTINATION CASHWRAP 1 - STAFFED 2 - SELF CHECKOUT IMPULSE 4'-6"TRAVELACCESS.TRAVEL LUGGAGE+ BAGS PLAY BROOKSTONE STOREFRONT BRAND FEATURE FIXTURE BRAND FEATURE FIXTURE WELLNESS BOOKS4' - 0 1 / 2 " VENDOR FIXTURES DESTINATION4'-0"4' - 1 3 / 4 " 121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r . c o m FAT AIRPORT - C-135 | HUDSON + BROOKSTONE FLOOR PLAN 11.16.2022 1/4" = 1'-0" KEY PLAN SPACE C-135 DIRECTION OF TRAVEL 1,008 SF 942 SF = HUDSON 66 SF = BROOKSTONE STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: CONCEPT LOOK & FEEL (HUDSON) POD | Hudson | Concept 1,100 SF Known as the Traveler’s Best Friend, Hudson is a world-leading travel essentials brand – the most widely recognized in North America. Ever-evolving for fresh relevance, the lifestyle FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: MATERIALS BOARD (HUDSON) POD | Hudson | Materials Board 1,100 SF Wood Veneer Megawall Wood Veneer Wood Veneer Paint Porcelain Tile Greenery Porcelain Tile With a biophilic design inspired by the Yosemite National Park and its majestic sequoia trees, this Hudson store transports travelers into a natural, calming space, offering a breath of fresh air from the airport’s hustle and bustle. • Pops of green and wood appear throughout the space in materiality to transport customers to Yosemite National park. • Moss accents can be seen throughout the space to help activate and bring the space to life. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: STOREFRONT RENDERINGS (HUDSON) POD | Hudson | Storefront Rendering 1,100 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: INTERIOR RENDERINGS (HUDSON) POD | Hudson | Interior Rendering 1,100 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: FLOOR PLAN RENDERINGS (HUDSON) POD | Hudson | Floor Plan Renderings 1,100 SF STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT CONDIMENTS 20 SEATS BUSING KITCHEN 300 SF PACKAGED FOOD ORDER COUNTER 4 STANDING SPACES PICKUP COUNTER 121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r .c o m DIRECTION OF TRAVEL FAT AIRPORT - C-134 | FRESNO STREET EATS FLOOR PLAN 11.14.2022 1/4" = 1'-0" KEY PLAN SPACE C-134 842 SF FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS INDUSTRY TRENDS & RETAIL PROGRAM SUMMARY Industry Trends Fresno Yosemite International Airport (FAT) serves as a regional hub for the San Joaquin Valley and the greater Central Valley region. Known for its variety of tourist attractions and proximity to some of California’s most popular and highly visited national parks like Yosemite, Sequoia and Kings Canyon, FAT provides a high level of service for all travelers. Known as one of the most recognizable and premier travel concessionaires in North America, Hudson is equally as committed to enhancing the travel experience for passengers every day. We pay attention to details and study passenger demographics as well as varying purchase patterns, this is why we are aware and sensitive to the recent shift in traveler’s demand and needs. We know that following the Covid-19 pandemic travelers have increasingly grown more attracted to convenience, variety, quality and easy to access tech-enabled shopping options. We also note that varying purchasing patterns in travelers means an opportunity to rethink our program approach and concepts to better serve the demands of FAT travelers and make FAT a convenient and friendly airport for all with the best traveler amenities for years to come. Program Summary Our program approach is three-pronged 1) to deliver best-in-class service at FAT 2) enhance the overall business and leisure travelers experience through technology and 3) to provide game-changing opportunities (hybrid concepts) for economic development for a world class program. Our Hybrid program model will include: C-135 T-105 Space POD N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON Hudson – The Only Name in News & Travel Convenience Known as the Traveler’s Best Friend, Hudson is a world leading travel essentials brand – the most widely recognized in all of North America. Ever-evolving for fresh relevance, the lifestyle shopping experience caters to today’s on the-go consumer. Our reputation among travelers is why Hudson is the only name in travel convenience. FORGOT YOUR PHONE CHARGER? WE’VE GOT YOU COVERED. NEED A HEALTHY SNACK, WATER – AND CANDY? YOUR SECRET’S SAFE WITH US! LOOKING FOR COOL T-SHIRTS FOR THE KIDS? HUDSON’S GOT YOUR BACK. THE BRAND KNOWN AND TRUSTED BY TRAVELERS Selection Rationale: Hudson is the Brand Traveler’s Know & Trust For more than 30 years, Hudson has seen – and solved – every situation that travelers face. Since opening our first Hudson store in LaGuardia, we’ve been keeping travelers happy by giving them what they need, whenever they want it. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON Profile Summary Delta passenger 1579 is returning home after spending the week in Fresno on business. His flight to JFK is about 7.5 hours (DL 3994 connecting to DL508 in SLC). He’s 47, a father of twins and his flight is delayed about 40 minutes. He was pleased to see the blue Hudson sign as he made his way through security because he knows they’ll have a wide assortment to choose from. Passenger 1579 is avid reader and loves magazine (how 1995 of him), and he can count on Hudson having a decent selection of mags to choose from. He’s pretty sure he saw Brookstone next to Hudson, so he might make his way there to look at some new headphones. Concept Recommendation Hudson is perfect for passenger 1579. He can find healthy options in the Grab & Go portion of the space. Thanks to a friendly sales associate, he’ll also find a Freda Kahlo meets Rosy-The- Riveter tote bag that he’s positive will make his wife smile Why Hudson @ FAT NEED TECH RESISTANT CONNECTING (LONG HAUL) DOMESTIC FLIGHT 47 YR. OLD MALE $180,000-$240,000 IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMODATION DOMESTIC VS. INTERNATIONAL AGE & GENDER PATTERNS INCOME LEVEL FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE Description: Welcome to the New Brookstone Brookstone, Hudson’s exclusive brand, is an iconic American brand that packs 54 years of expertise. It features a wide array of unique and innovative products in the travel, wellness, aromatherapy, and into the tech essentials, gadgets, comfort products, and travel necessities that keep every road warrior connected and confident while on the ground or in the air. Through our years of experience in leading the travel retail industry, we’ve completely reimagined Brookstone to align with the needs and desires of today’s tech-savvy, gadget-oriented consumers on the go. Selection Rationale: The evolution of travel and consumer preferences demands more travel accessories and travel essentials basics. Things like power and cables, earbuds, as well as comfort items -- neck pillows, blankets and socks. After all, this is the age of more – and Brookstone more than delivers. FAT travelers will find exciting new and expanded categories. Travelers can handle delayed flights, missed connections or any other inconvenience- if they can stay connected and comfortable. The merchandise is focused on what travelers need and want, including a selection of STEM- related games and activities. A family of five can pick up the wellness, entertainment, and travel essentials that make every trip a little more fun while a business traveler can easily replace the broken or lost tech tool that will save the meeting. Brookstone associates are thoroughly trained on every product. They are confident and knowledgeable in explaining each item, it’s benefits and unique attributes. They are after all the “Traveler’s Best Friend.” Brookstone isn’t “just” an electronics brand. It’s a lifestyle brand with more. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE Profile Summary Passenger B2861 is leaving Fresno to visit his family for the holiday. His flight to EWR is about 7.5 hours (United B2861 connecting to United 1591 in DEN). He’s 32, single and he has about 2 hrs. until boarding. He was pleased to see the Brookstone sign as he made his way through security because he knows they’ll have a wide assortment to choose from. Passenger B2861 is tech-savvy and loves to try new headphones, and he can count on Brookstone having a nice selection of headphones to choose from. NEED TECH RESISTANT CONNECTING (LONG HAUL) DOMESTIC FLIGHT 32 YR. OLD MALE $90,000 - $120,000 IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMMODATION DOMESTIC VS. INTERNATIONAL AGE & GENDER PATTERNS INCOME LEVEL Concept Recommendation Brookstone is perfect for passenger B2861. He can find great brands in headphones, such as Apple and Bose. Thanks to a friendly sales associate, he’ll also find games to buy and play since he has 2 hours until his boarding. He can bring these items on the plane with him as well to help pass the time on the long flight. Why Brookstone @ FAT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS. BAGELS Einstein Bros. Bagels Known as the largest fast casual bagel brand in America as well as a top franchise in the breakfast category. Options for All Dayparts •Various options and menus catered to each daypart. Known & Beloved Everywhere •Locations in college campuses, airports, business & industry, healthcare & military installations. Menu Variety •Delicious, freshly-made bagels, sandwiches, coffee & more at an affordable price. Selection Rationale: At Einstein Bros.® Bagels, they believe in the bagel. They believe it has the power to do amazing things— giving you a reason to look forward to morning office meetings or an afternoon escape or even the simple joy of a shmear mustache on your kid’s face. It’s why they get to the store at 2am every day and bake fresh bagels every four hours, so their bagels are as fresh and delicious as possible. It’s why they only use the finest breakfast ingredients to create the most inspiring flavors. It’s why they do everything possible to make your day that much better. To spread a little more joy and happiness in the world. To laugh, smile and enjoy each other’s company that much more. And to them, there’s no better way to do that than with the bagel. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS. BAGELS Profile Summary Passenger B4073 is returning home after spending the week in Fresno, visiting her boyfriend. Her flight to BOS is about 7.5 hours (United 2410 connecting to United 1103 in DEN). She’s 20, in a long-distance relationship and her flight is in 40 minutes. She woke up late and didn’t have a chance to drink her coffee or have breakfast. She was pleased to see the Einstein Bros.® Bagels sign as she’s sure she can find a great cup of coffee and a bagel on the go. She’s also happy she won’t be breaking the bank on breakfast this morning. NEED TECH RESISTANT DOMESTIC FLIGHT 20 YR. OLD FEMALE $40,000 - $55,000 Concept Recommendation Einstein Bros.®️ Bagels is perfect for passenger B4073. She can find coffee and variety of quick breakfast options. This passenger always wanted to try Einstein Bros.®️ Bagels but never had a chance to do so. She is surprised that she found them at the airport. She is excited to have their coffee and bagel for the first time. This worked perfectly for her since she doesn’t have too much time for a big breakfast. Why Einstein Bros.® Bagels @ FAT CONNECTING (LONG HAUL) IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMODATION DOMESTIC VS. INTERNATIONA AGE & GENDER PATTERNS INCOME LEVEL FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS TECHNOLOGY Technology Trends Technology powers our lives, making things faster, easier, and more convenient for us. Technology allows us to start our cars remotely, adjust the thermostat, keep an eye on our pets, see who’s at the front door. Technology is part of our everyday lives – and it’s only going to become more so. Technology is going to play a much larger role at airports too. Whether it’s an airline app that informs you if your flight is delayed or on time, Free Wi-Fi and charging areas for travelers, or the technology and biometrics required to go through security, there is no doubt that technology will only continue to enhance the travel experience for all travelers around the world. Airports like FAT involve so many different parties every day from the travelers themselves to the pilots to the airline employees and security personnel to vendors, we know that adopting new technology will be the key driver in creating every facet of a traveler’s journey seamless. “We make travel easy, convenient and fast” Tech-Enabled Shopping Whether for business or pleasure, FAT sees and serves millions of travelers a day. With anticipated rebound of travel and travelers’ technology upgrades and programming will help travelers navigate their journey more efficiently and sustainably. We know that travelers are increasingly attracted to convenience, variety, quality and accessible tech-enabled shopping option. Tech-enabled shopping is the future of travel shopping. It’s all about convenience and speed of service, two things’ travelers value most. When working on our programming we have looked at different ways to upgrade and innovate with tech. See key tech enhancements and services we have upgraded that are focused on enhancing the guest experience across our program for FAT. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS TECHNOLOGY The Travel Shopping Experience Elevated The travel experience can be frustrating at times, like having to wait in line while an associate multitasks — processing transactions while assisting a customer on the floor at the same time. This is where took the opportunity to improve the experience through technology. See below to see how we are using technology to elevate the experience at each of our stores: •Self-Check-out Options- hurried travelers will appreciate the speed of service •Digital Menu Boards- hungry travelers will appreciate the freshly available food options (breakfast-lunch-dinner) •QR codes- tired travelers will appreciate the varied options for attaining information •Loyalty Apps- loyal travelers will appreciate being able to use their loyalty points Combined these technology upgrades result in pure simplicity. From not needing to stand in line at the checkout while an associate rings and bags your purchases to being able to redeem your loyalty points—our tech-enable programming puts FAT travelers in control. Technology and advanced staffing techniques create an elevated shopping experience For optimal customer service and satisfaction FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS PRICING STRATEGY Pricing Methodology Accurate and evolving pricing is an important component of our business. Here’s how we monitor pricing and how we make changes over time: 1. Travel Essentials. Our local and regional operations leaders monitor pricing of items in this category routinely. They survey the local market for comparable products to set initial pricing levels. After the initial pricing is established, our teams continue to review pricing at comparable locations and make adjustments based on local market fluctuations. 2. Books, newspapers, magazines. Merchan- dise in this category is set based on each dis- tributors Manufacturer’s Suggested Retail Price (MSRP), which equals street pricing. 3. Specialty-retail merchandise. Specialty retail merchandise varies by brand, and we follow the pricing guidance provided by the different brands (i.e., Coach, Urban Decay) in almost all cases. 4. F&B – Our local and regional operations leaders monitor F&B pricing routinely. Our rates are comparable to the F&B stores located outside the airport. After the initial pricing is established, our teams continue to review pricing at comparable locations and make adjustments based on local market fluctuations. 5. Changes. In the event that pricing is changed, we provide written notification of such changes to our clients (i.e., aviation authorities). Our experience has proven that reasonable prices increase sales. By increasing sales, we are better able to increase rents for the airport while stabilizing our percentage rent for better control and predictability of profit margins. The expectation of reasonable pricing goes a long way toward enhancing the airport’s image in the eyes of the traveling public. Hudson generally prefers to maintain prices at a constant level, but recognizes that costs may increase over time. Prices will be compared periodically, particularly if prices should shift unusually for a given merchandise category. For instance, the cost of tobacco products changes sig- nificantly with tax alterations. Prices from our comparison locations would be presented in support of a request for a price increase. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS LOCAL PRODUCTS Yosemite Country Foods Yosemite Country Foods has been a family owned business located just south of Yosemite, since 1991. It was started so that Yosemite National Park could have its own unique product line. They use nothing but the freshest, top quality products such as; Beef and Turkey Jerky, Candy, Trail Mix and Dried Fruit. Yosemite Country Foods can be found in our Hudson stores at FAT today! Braga Braga Organic Farms started from their love for pistachios and organic food in general. Their products have been certified organic food by C.C.O.F. since November of 2000. They currently have 40 acres of pistachios located in Madera, California. They truly believe that everybody should purchase organic food directly from the farmer. There is no better or fresher way to eat! Braga’s delicious and nutritious snacks include Almonds, Hudson is hoping to bring the following local brands to our NEW Hudson stores at FAT: A ‘Capella At Made in Nature, they’re the pioneers of organic snacks. They’ve been traveling the world, walking the fields, col- laborating with growers, rolling up their sleeves, and getting dirty for over 30 years. No matter your snacking occasion, persuasion or location, they’ve got the most delicious and delightful snacks. From organic dried fruit to fair trade choco- late, they’ve got your snacks covered! • ALWAYS ORGANIC • NON-GMO • CERTIFIED GLUTEN FREE • 100% PLANT-BASED FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS LOCAL PRODUCTS Hinkle’s Honey Hinkle’s Honey offers their delicious blend of different nectars straight from the hives. Their honey is NEVER super- heated, filtered or strained, therefore you are receiving the enzymes, nutrients and pollens the bee adds in, flavoring is never added. When the honey is extracted from their different areas and locations it is then blended into a tank for a delicious one of a kind flavor that will not disappoint your taste buds. Raphio Chocolate Raphio Chocolate was born from a desire to promote healthy real chocolates to other parents or anyone, for that matter, so their children or loved ones can also enjoy pure dark chocolate. Their choc- olate bars have won several awards nationally as well as internationally. They are proudly worn on each winning product. Their offering includes choco- late bars, chocolate bonbons and ground chocolate. Life’s Grape Their grapes are gently sun- dried on the vine under the shade of the canopy. This signature, all-natural drying process results in a juicier and sweeter snack. They know this difference will surprise and delight you! Their delicious and unique snacks include Dark Chocolate Dipper Vine-Dried Grapes, Peanut Butter Dipped Vine-Dried Grapes and Classic Vine-Dried Grapes. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON PRODUCTS Hudson Merchandise Categories & Pricing Hudson will continue to evolve product assortments and modify the mix based on traveler feedback, purchasing patterns and sales results. Fresno does not stand still and as a result, both the product and retail plans will anticipate trends to keep pace with FAT busy life. FAT life includes elements and milestones past and present, incorporating both culture and lifestyle. The rich heritage will be highlighted and respected. Critical to the plan and integral to planning, is intentional consideration of Fresno Events which are locally and globally recognized. Product Pricing Please see the tables below for a high-level product assortment, consistent with our travel essentials operation portfolio across North America. Product Category Price Range Snacks, Candy, Food $1.99-$24.99 Beverages $1.59-$5.99 Electronics $9.99-$499.99 Souvenirs & Apparel $2.49-$99.99 Travel Accessories $9.99-$49.99 FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE PRODUCTS Brookstone Merchandise Categories & Pricing Brookstone offers today’s travelers variety in selections and brands to fulfill their tech needs on-the-go and beyond. In addition to premium global Brands like Apple, Beats, Bose and Sony (to name just a few) Brookstone also offers an extensive assortment of proprietary products available exclusively at Hudson Airport Stores. With additional categories like Wellness + Personal Care, and a curated collection of S.T.E.M. related toys and activities. (Science/Technology/Engineering/Mathematics), Brookstone continues to exceed the expectations of today’s tech-savvy traveling consumer. Product Pricing Please see the tables below for a high-level product assortment, consistent with our travel essentials operation portfolio across North America. Audio Headphones, ear buds, headsets, including wireless and wired, noise reduction, noise cancelling, bone conduction, and options for kids $21.99 - $349.99 Tech Accessories Charging cables, adapters, portable power $14.99 - $119.99 Travel Accessories Locks, luggage tags, comfort, including pillows, socks, and blankets $9.99 - $49.99 Luggage Roller bags, duffels, laptop bags, backpacks, travel cubes, totes $9.99 - $699.99 Wellness + Personal Care Handheld and specialty massagers, wellness travel kits, aromatherapy, mental health, fitness massage, cleanse and refresh $9.99 - $599.99 S.T.E.M. Toys, activities, education, games, kits, novelty $9.99 - $129.99 FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS PRODUCTS Einstein Bros.® Bagels is your neighborhood bagel shop. They’re proud to provide your guests with freshly baked bagels, breakfast sandwiches, lunch sandwiches, coffee and so much more. Product Pricing Please see the table below for a high-level product assortment of Einstein Bros. Bagels. Product Category Bagels & Breakfast Sandwiches $2.39 – $18.99 Lunch/Hot & Toasty $7.89 - $9.99 Beverages $2.29 - $4.69 Espresso $3.79 - $5.49 ENTRANCE TAB 4 – Projected Gross Receipts, Rent and Cash Flow Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,426,133 $1,477,430 $1,545,916 $1,622,250 $1,707,940 $1,788,669 $1,871,664 $1,966,370 $2,065,869 $2,170,402 $2,280,224 $2,395,603 $2,516,821 $2,644,172 $2,777,967 $30,257,428 Operating Expenses Cost of Goods 35.8%$509,989 $528,334 $552,824 $580,121 $610,764 $639,633 $669,313 $703,180 $738,761 $776,142 $815,415 $856,675 $900,023 $945,564 $993,409 $10,820,149 Labor 22.5%$320,456 $331,983 $347,372 $364,524 $383,779 $401,919 $420,568 $441,849 $464,206 $487,695 $512,373 $538,299 $565,537 $594,153 $624,217 $6,798,927 Space Rent $40.00 $40,320 $42,336 $44,453 $46,675 $49,009 $51,460 $54,033 $56,734 $59,571 $62,550 $65,677 $68,961 $72,409 $76,029 $79,831 $870,048 Percentage Rent 10.0%$102,293 $105,407 $110,139 $115,550 $121,785 $127,407 $133,134 $139,903 $147,016 $154,491 $162,345 $170,599 $179,273 $188,388 $197,966 $2,155,695 Other Direct Expenses 6.5%$93,274 $96,629 $101,108 $106,101 $111,705 $116,985 $122,413 $128,607 $135,115 $141,952 $149,134 $156,681 $164,609 $172,938 $181,688 $1,978,939 G&A 5.8%$82,716 $85,691 $89,663 $94,090 $99,061 $103,743 $108,557 $114,049 $119,820 $125,883 $132,253 $138,945 $145,976 $153,362 $161,122 $1,754,931 Royalties 2.5%$35,653 $36,936 $38,648 $40,556 $42,698 $44,717 $46,792 $49,159 $51,647 $54,260 $57,006 $59,890 $62,921 $66,104 $69,449 $756,436 Utilities 0.5%$7,352 $7,616 $7,969 $8,363 $8,804 $9,221 $9,648 $10,137 $10,650 $11,188 $11,755 $12,349 $12,974 $13,631 $14,320 $155,977 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,730 $8,111 $8,540 $8,943 $9,358 $9,832 $10,329 $10,852 $11,401 $11,978 $12,584 $13,221 $122,879 Total Operating Expenses 84.0%$1,192,053 $1,234,931 $1,292,176 $1,363,710 $1,435,717 $1,503,624 $1,573,400 $1,652,977 $1,736,617 $1,824,490 $1,916,810 $2,013,800 $2,115,698 $2,222,753 $2,335,224 $25,413,980 EBITDA 16.0%$234,079 $242,499 $253,740 $258,540 $272,223 $285,045 $298,264 $313,393 $329,251 $345,911 $363,414 $381,803 $401,122 $421,419 $442,743 $4,843,447 Amortization/Depreciation 2.7%-$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$826,135 Interest & Taxes (24%)24.0%-$56,179 -$58,200 -$60,898 -$62,050 -$65,333 -$68,411 -$71,583 -$75,214 -$79,020 -$83,019 -$87,219 -$91,633 -$96,269 -$101,141 -$106,258 -$1,162,427 NET PROFIT 9.4%$122,825 $129,224 $137,767 $141,414 $151,814 $161,558 $171,605 $183,103 $195,155 $207,817 $221,119 $235,095 $249,777 $265,203 $281,409 $2,854,885 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks for the Brookstone concept - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Brookstone C-135 1,008 $820 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $3,071,548 $3,182,030 $3,329,532 $3,493,936 $3,678,492 $3,852,362 $4,031,115 $4,235,089 $4,449,385 $4,674,523 $4,911,054 $5,159,554 $5,420,627 $5,694,911 $5,983,073 $65,167,229 Operating Expenses Cost of Goods 36.1%$1,110,246 $1,150,181 $1,203,497 $1,262,923 $1,329,633 $1,392,480 $1,457,092 $1,530,821 $1,608,280 $1,689,659 $1,775,156 $1,864,979 $1,959,347 $2,058,490 $2,162,650 $23,555,434 Labor 23.3%$716,324 $742,090 $776,489 $814,830 $857,871 $898,420 $940,107 $987,677 $1,037,653 $1,090,158 $1,145,320 $1,203,274 $1,264,159 $1,328,126 $1,395,329 $15,197,828 Space Rent $40.00 $44,000 $46,200 $48,510 $50,936 $53,482 $56,156 $58,964 $61,912 $65,008 $68,258 $71,671 $75,255 $79,018 $82,969 $87,117 $949,457 Percentage Rent 10.0%$263,155 $272,003 $284,443 $298,458 $314,367 $329,080 $344,147 $361,596 $379,930 $399,194 $419,434 $440,700 $463,045 $486,523 $511,190 $5,567,266 Other Direct Expenses 6.5%$200,890 $208,116 $217,763 $228,515 $240,586 $251,958 $263,649 $276,989 $291,005 $305,730 $321,200 $337,452 $354,527 $372,467 $391,313 $4,262,159 G&A 5.8%$178,150 $184,558 $193,113 $202,648 $213,353 $223,437 $233,805 $245,635 $258,064 $271,122 $284,841 $299,254 $314,396 $330,305 $347,018 $3,779,699 Royalties 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utilities 0.5%$15,834 $16,403 $17,164 $18,011 $18,963 $19,859 $20,780 $21,832 $22,937 $24,097 $25,316 $26,597 $27,943 $29,357 $30,843 $335,937 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $16,648 $17,470 $18,392 $19,262 $20,156 $21,175 $22,247 $23,373 $24,555 $25,798 $27,103 $28,475 $264,653 Total Operating Expenses 82.7%$2,528,598 $2,619,550 $2,740,979 $2,892,969 $3,045,724 $3,189,782 $3,337,806 $3,506,618 $3,684,053 $3,870,466 $4,066,312 $4,272,067 $4,488,234 $4,715,339 $4,953,935 $53,912,432 EBITDA 17.3%$542,950 $562,480 $588,553 $600,967 $632,768 $662,580 $693,308 $728,471 $765,331 $804,057 $844,742 $887,486 $932,393 $979,572 $1,029,138 $11,254,797 Amortization/Depreciation 1.5%-$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$976,568 Interest & Taxes (24%)24.0%-$130,308 -$134,995 -$141,253 -$144,232 -$151,864 -$159,019 -$166,394 -$174,833 -$183,679 -$192,974 -$202,738 -$212,997 -$223,774 -$235,097 -$246,993 -$2,701,151 NET PROFIT 11.6%$347,537 $362,380 $382,196 $391,630 $415,799 $438,456 $461,810 $488,533 $516,547 $545,979 $576,900 $609,385 $643,514 $679,370 $717,041 $7,577,078 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson Local C-203-R 1,100 $888 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,346,278 $1,394,704 $1,459,355 $1,531,414 $1,612,306 $1,688,514 $1,766,863 $1,856,266 $1,950,193 $2,048,873 $2,152,546 $2,261,465 $2,375,895 $2,496,115 $2,622,418 $28,563,203 Operating Expenses Cost of Goods 33.1%$445,586 $461,614 $483,012 $506,862 $533,635 $558,858 $584,790 $614,380 $645,468 $678,128 $712,442 $748,491 $786,365 $826,155 $867,958 $9,453,742 Labor 28.6%$384,852 $398,695 $417,177 $437,776 $460,900 $482,685 $505,082 $530,639 $557,490 $585,699 $615,335 $646,471 $679,182 $713,549 $749,655 $8,165,188 Space Rent $40.00 $49,800 $52,290 $54,905 $57,650 $60,532 $63,559 $66,737 $70,074 $73,577 $77,256 $81,119 $85,175 $89,434 $93,905 $98,601 $1,074,612 Percentage Rent 10.0%$84,828 $87,180 $91,031 $95,492 $100,698 $105,293 $109,950 $115,553 $121,442 $127,631 $134,136 $140,972 $148,156 $155,706 $163,641 $1,781,708 Other Direct Expenses 6.8%$91,051 $94,326 $98,699 $103,572 $109,043 $114,197 $119,496 $125,543 $131,895 $138,569 $145,580 $152,947 $160,686 $168,817 $177,359 $1,931,780 G&A 5.8%$78,084 $80,893 $84,643 $88,822 $93,514 $97,934 $102,478 $107,663 $113,111 $118,835 $124,848 $131,165 $137,802 $144,775 $152,100 $1,656,666 Royalties 4.2%$56,530 $58,563 $61,278 $64,303 $67,700 $70,900 $74,190 $77,944 $81,888 $86,031 $90,385 $94,958 $99,763 $104,811 $110,114 $1,199,358 Utilities 0.5%$6,940 $7,190 $7,523 $7,894 $8,311 $8,704 $9,108 $9,569 $10,053 $10,562 $11,096 $11,658 $12,248 $12,867 $13,519 $147,243 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,297 $7,657 $8,062 $8,443 $8,834 $9,281 $9,751 $10,244 $10,763 $11,307 $11,879 $12,481 $115,999 Total Operating Expenses 89.4%$1,197,672 $1,240,751 $1,298,266 $1,369,668 $1,441,991 $1,510,192 $1,580,273 $1,660,199 $1,744,205 $1,832,462 $1,925,185 $2,022,599 $2,124,942 $2,232,465 $2,345,427 $25,526,296 EBITDA 10.6%$148,607 $153,952 $161,089 $161,746 $170,315 $178,323 $186,590 $196,067 $205,988 $216,411 $227,361 $238,866 $250,952 $263,650 $276,991 $3,036,907 Amortization/Depreciation 3.5%-$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$1,003,541 Interest & Taxes (24%)24.0%-$35,666 -$36,949 -$38,661 -$38,819 -$40,876 -$42,797 -$44,782 -$47,056 -$49,437 -$51,939 -$54,567 -$57,328 -$60,229 -$63,276 -$66,478 -$728,858 NET PROFIT 4.6%$46,039 $50,101 $55,525 $56,024 $62,537 $68,622 $74,906 $82,108 $89,648 $97,569 $105,892 $114,635 $123,821 $133,472 $143,611 $1,304,509 Sales assumptions - Based on existing Hudson News landside performance, estimation for coffee service capacity and an synergy sales uplift for the hybrid Retail + F&B location - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Café T-105 1,245 $806 INPUTS ENTRANCE TAB 5 – Proposed Capital Investment FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 4 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 SCHEDULE 2: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER NEWS & GIFT CONCESSION UNIT SCHEDULE NO. 2 – FAT: Initial Capital Investment (Dollar Amount) per News & Gift Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each News & Gift Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in the Terminal Building and Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Terminal (Pre-Security); Space T-105 (1,245sq.ft.) Combination News & Convenience and National Branded Coffee 2023 $ Concourse A; Space C-135 (1,008sq.ft.) News & Convenience 2023 $ Concourse A; Space POD (1,470sq.ft.) N&C ONLY News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All News & Convenience Units $ FAT Total Schedule No. 2 is $______________________________________ dollars and _________________________ cents. The Proposer shall submit proposals on Schedule 1 or Schedule 2, or may bid on both schedules. The City reserves the right to award a contract for the Schedule 1 or 2 or both, as listed in the order shown in the bid proposal, subject to available funds at the time of award, whichever the City deems to be in its own best interest. Completion of Bid Proposal Form to be Eligible for Award. Proposers must bid all items within the schedules. The Proposer is non-responsive and ineligible for award in the event Proposer fails to initial this paragraph on the line provided and completely fill in the Proposal Form including, without limitation, all dollar amounts, and information called for on this Proposal Form. By Proposer’s initials to the right hereof, Proposer represents he/she has read and understands the consequences of not completely filling in this Proposal Form. Initial The City reserves the right to reject any and all proposals. HG Fresno Concessionaires JV 1,003,541 826,135 976,568 2,806,244 two million eigth hundred and six thousand two hundred forty four -- FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL PROPOSED CAPITAL INVESTMENT SOURCE(S) OF FUNDS HG Fresno Concessionaires JV, a Joint Venture (“JV”) between Hudson (HG) Retail, LLC with 87% ownership and Martinez-Niebla, LLC with 13% ownership will invest approximately $2.8 million. $100,000 of that investment will be funded from internal cash flows from the JV partners, proportional to ownership percentage. The remaining portion of the capital investment will be financed by the JV. If 3rd party financing is unavailable for whatever reason, Hudson shall act as lender of last resort ENTRANCE TAB 6 – Qualifications, Background & Experience N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL QUALIFICATIONS, BACKGROUND & EXPERIENCE Hudson has over 30 years of concessions operations throughout the U.S. and Canada. Today Hudson operates over 1,000 locations in 88 locations in airports of all sizes, from small (Des Moines, Iowa) to the world’s busiest (Hartsfield-Jackson Atlanta International Airport), commuter terminals, hotels, and some of the most visited landmarks and tourist destinations in the world. The information below is reflective of the majority equity holder in HG Fresno Concessionaires JV– Hudson (HG) Retail, LLC. The stats we’ve provided in this statement of qualifications speak to our operations prior to the spread of COVID-19. While we scaled back operations to deal with the downturn in air travel, we’re definitely on the road to recovery and fully expect to be back to business as usual as the crisis continues to abate. We’re open in every market we operated in prior to the pandemic, with the exception of a few street-side locations that are closed by the landlord. Today, we’ve reopened more than 94% of our concession locations across North America. In addition, we’ve worked with our landlords to drive sales using a variety of entrepreneurial tactics – including digital innovation. In addition to leveraging technology, we also leveraged old-fashion expertise and hard work. Where other concessionaires were closed (or remain closed) – we’ve expanded our offerings, especially around expanding our food and beverage portfolio and operations. Our willingness to support travelers, even when times are hard, means we’ve outperformed other concessionaires. We’re proud to be The Traveler’s Best Friend –in good and challenging times. N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL QUALIFICATIONS, BACKGROUND & EXPERIENCE Hudson Group (HG) Retail, LLC is a Delaware limited liability company and 100% owned by Hudson Group (HG) Inc., a Delaware corporation, which is a wholly owned subsidiary of Hudson Ltd. a Bermuda corporation. Hudson has undergone 2 ownership changes within the past 5 years. First, in 2018, Hudson was listed on the New York Stock Exchange. Then in 2020, Hudson was delisted from public trading. We invite you to visit the Media portion of our website if you’d like to learn more: https://www.hudsongroup.com/media $180 Million 9 Califonia Markets $1.9 Billion 2019 revenue (overall) 1,000+ Concessions Locations 88 Markets North America $150 Million 2019 Food Sales 150+ F&B Locations 30+ YEARS Airport Concessions Experience Operating in 88 Locations in U.S. & Canada EXHIBIT B Square Footage is preliminary until final As Builts are completed CONCESSION SPACENEWS & CONVENIENCE CONCESSIONSLOCATIONS - OVERVIEWT105C135C203± 1,245 SF± 1,008 SF± 1,044 SF - NEWS & CONVENIENCE T1051,245 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" T105 C1351,008 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONS (W/ C133 ADDITION)TERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" C135 GAS RISER FROM1ST FLOORCW/HW RISERSIN WALL6" GREASE LINEDROP ON WALL6" GREASE LINEBELOW FLOOR12" CWBELOW FLOOR12" CWBELOW FLOORCW/HW STUBON EACH SIDEOF WALLCW/HW RISERSIN WALLFLOOR CLEAN OUTFLOOR CLEAN OUTPOD NEWS & CONVENIENCE± 1,150 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 05/08/23 116" = 1' - 0" C203 F&B CONCESSIONSLEASE OFFICE±637SFN&C CONCESSIONSLEASE OFFICE±633SFALASKA AIRLINESLEASETSA TRAININGROOMTSASTORAGELEASEOFFICEN&C CONCESSIONSSTORAGE±750SFF&B CONCESSIONSTORAGE±618SFRESTROOMRESTROOMRESTROOMFARMER'SMARKETSTORAGE ROOMCOMMROOMELECROOMSTORAGE±94SFSTORAGE±94SFSTORAGE±67SFSTORAGE±58SFSTORAGE±45SFSTORAGE±39SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCENTRAL DISTRIBUTION AREA / CONCESSION STORAGELAST EDITED: 6/29/23 N&C CONCESSIONSLEASE OFFICE±188SFF&B CONCESSIONSLEASE OFFICE±192SFF&B CONCESSIONSLEASE OFFICE±192SFN&C CONCESSIONSLEASE OFFICE±188SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCONCESSION STORAGE (1ST FLOOR POD)LAST EDITED: 6/5/23 FRESNO YOSEMITE INTERNATIONAL AIRPORTROOM C122LOCATION MAP EXHIBIT C , News Gift Convenience Report Prepared by: Date Prepared: Signature: Monthly Concessions Report Gross Revenue Total Amount Due with this Report:-$ Location 1 Location 2 Location 3 Overall for Month Gross Revene Total Gross Receipts -$ Month Year Tenant Name EXHIBIT D Development Schedule EXHIBIT E AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) COMMITMENT FORM The ACDBE goal for this concession package is ____% NOTE: The City will only credit ACDBE participation that is certified by an approved certification entity at the time of proposal submission. The undersigned concessionaire/vendor has satisfied the requirements of the proposal specifications in the following manner (Please check () only one box): 100% Self-Performance: The proposer, a certified ACDBE firm and sole concessionaire, is committed to meeting or exceeding the ACDBE goal through 100% self-performance. (If checked, must submit required ACDBE certificate). Percentage Participation: The proposer is committed to meeting or exceeding the ACDBE goal, with a minimum of ____% ACDBE participation on this concessions package. The proposer is unable to meet the ACDBE goal and is committed to a minimum of _____% ACDBE participation on this concessions package and submits documentation demonstrating good faith efforts. The proposer is unable to meet the ACDBE goal and submits documentation demonstrating good faith efforts. NOTE: Based on the response provided above by Proposer, City may require the submission of additional clarifying information upon notification of award or during the evaluation process. Name of Proposing Entity: ______________________________________________________________ Name of Authorized Representative or Designee: ____________________________________________ Title: _______________________________________________________________________________ Signature____________________________________________________________________________ EXHIBIT F DISCLOSURE OF CONFLICT OF INTEREST between City of Fresno (“Fresno”) (“ ”) 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) EXHIBIT G Product and Price List EXHIBIT H New & Renewal Badge Checklist Badge Forms: _____ Identification Badge Application (Reviewed and signed by Signor) _____ Driver’s Training Questionnaire (If you will be driving on Airport property) Two Forms of ID: _____ Driver’s License or ID (Must be a current California ID) and one of the following: _____ Social Security Card _____ US Passport or; _____ Birth Certificate PIV/CAC/Chipped Card (Must be badging for issuing Government Agency) If born out of the US, one of the forms of ID must be: ______ Naturalization paper ______ Permanent Resident card or; _____ US Passport Badging Office Hours: Renewing Badges and Fingerprinting: Monday, Wednesday, or Friday at 8:00am, 10:00am, or 1:00pm. New Badge Classes: Tuesdays or Thursdays at 9:30am or 1:00pm. Please call to schedule. Walk‐ins will not be accepted. Note: If an ID is expiring within 30 days of being presented to the badging office it must also be accompanied by paperwork and/or receipts showing that it has been renewed. All forms must be original. Copies will NOT be accepted. Social Security Cards that are laminated will NOT be accepted. Revised September 2022 FRESNO YOSEMITE INTERNATIONAL AIRPORT IIDDEENNTTIIFFIICCAATTIIOONN BBAADDGGEE AAPPPPLLIICCAATTIIOONN CM# BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT Page 1 EMPLOYEE EMPLOYEE: THIS SIDE OF THE APPLICATION MUST BE FULLY COMPLETED BY YOU BEFORE THE AUTHORIZED REPRESENTATIVE SIGNS OFF ON THE EMPLOYER'S SIDE OF THE APPLICATION *Full Name _____________________________________________________________________________________________ (Please Print) First Middle Last *Residence Address (No P.O. Box) _____________________________________________________________________________________________ Street Apt. # City State Zip *Phone # Cell # *Email: *DOB ___________ MM DD YYYY *Hair *Eye *Height *Weight *Gender M F *Country or State of Birth *Citizenship Passport Country Passport # *DL State Issued *DL # *DL Expiration *SSN Alias Name (1) _______________________________________________________________________________ (Please Print) First Middle Last Alias DOB Alias Name (2) _______________________________________________________________________________________ (Please Print) First Middle Last Alien Reg # Immigrant Visa # I-94 # DS-1350 *Company Name *Job Description/Title *Direct Supervisor's Name *Supervisor's Title *Supervisor's Business Phone # *Give a brief but detailed statement of specific duties justifying your need for access into Airport secured areas *Previous Badge at FYI? Yes No Badge # Return Date Previous Badge Renewal Lost/Stolen Revoked (Reason) Returned Company Previous Badge Issued Under The information I have provided is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement can be punished by fine or imprisonment or both. (Section 1001 of Title 18 of the United States Code) *Signature: *Date PLEASE DO NOT WRITE BELOW THIS LINE (RESERVED FOR OFFICIAL USE ONLY Issued: Badge SIDA LEO STERILE CCAARRGGOO Expires Color AOA PUBLIC Tenant/Vendor/Student Pin # Fee: $ APS Official Date SIDA Trained: Driver: Yes No Escort: Yes No Movement: Yes No Badge #’s *Required information Last Name First Initial Revised September 2022 Page 2 EMPLOYER'S CERTIFICATION The Transportation Security Administration (TSA) in accordance with 49 CFR Part 1540 series requires that the employer of an airport security identification badge applicant certify that a CHRC will be completed, and this person does not have convictions for any of the listed disqualifying crimes. In compliance with the requirement stated above, the Employer's Authorized Representative, whose identity, affiliation and signature appear below, hereby attest that the Employee/Applicant identified in Page 1 of the Application form (CHECK BOX BELOW): *Was hired by this Employer on ________________; and that the CHRC requirements listed above have been fully met. *I hereby request driving privileges for this employee. I attached the “Driver’s Training Questionnaire” to this application. *I hereby request SIDA/AOA escort privileges for this employee. *Required information *Employer's Business Name/ Project Contracting Company *Street Address *City *State *Zip Mailing Address (if different than Street Address) *Phone #FAX # *Email Address Authorized Signature *Full Name (Print) First *Middle *Last *Title or Position *Signature *Date I UNDERSTAND THAT A $25.00 FEE WILL BE CHARGED TO MY COMPANY FOR BADGES THAT ARE NOT RETURNED TO: FRESNO YOSEMITE INTERNATIONAL AIRPORT PUBLIC SAFETY OFFICE 4995 E CLINTON WAY FRESNO, CA 93727 559-621-6650 FRESNO YOSEMITE INTERNATIONAL AIRPORT IDENTIFICATION BADGE APPLICATION BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT DRIVER’S TRAINING QUESTIONNAIRE (FORM REQUIRED FOR ALL DRIVERS) Rev. 09/2022 All Airport Security Identification Badge holders who are required to operate vehicles on the Airport must obtain a driver designation (“D” designation on the badge) by completing the Air Operations Area (AOA) Driver’s Training Program with successful testing. FAA (FAR Part 139.329) requires that all designated drivers with access to the Aircraft Movement Area (taxiways, runways and their safety areas) will complete a supplementary Movement Area Driver’s Training Program (“M” designation on the badge) prior to the initial performance of such duties and at least once every 12 consecutive calendar months. Failure to complete the recurrent training within the required time period will result in an immediate badge suspension. Pedestrian and vehicle operations are forbidden in the Aircraft Movement Area unless the individual has an authorized purpose and has completed the Aircraft Movement Area Driver’s Training Program within the last 12 months. Company/Agency: Employee’s Name: Please select one from the options below: Employee (driver) does not require access to the Aircraft Movement Area (Employee will complete “AOA” Driver’s Training Program and receive “D” designation on the airport badge) Employee (driver) requires access to the Aircraft Movement Area (Employee will complete both “AOA” and “Aircraft Movement Area” Driver’s Training Programs and receive “D” and “M” designations on the airport badge) If the employee requires access to the Aircraft Movement Area, please provide the reason: Involved in Aircraft Pushback from Terminal FAA or NWS Employee with Movement Area Duties Involved in Aircraft Towing on Taxiways City of Fresno Airport Dept. Employee with Movement Area Duties Involved in Disabled Aircraft Recovery Military Employee with Movement Area Duties Construction Company Contractor Requiring Unescorted Access Other (explain below) Other: Authorized Signer’s Name: Title: Signature: Date: DISQUALIFYING CRIMES 1. Forgery of certificates, false marking of aircraft, and other aircraft registration violations; 2. Interference with air navigation; 3. Improper transportation of a hazardous material; 4. Aircraft piracy; 5. Interference with flight crew members or flight attendants; 6. Commission of certain crimes aboard an aircraft in flight; 7. Carrying a weapon or explosive aboard aircraft; 8. Conveying false information and threats; 9. Aircraft piracy outside the special aircraft jurisdiction of the United States; 10. Lighting violation involving transporting controlled substances; 11. Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 12. Destruction of an aircraft or aircraft facility; 13. Murder; 14. Assault with intent to murder; 15. Espionage; 16. Sedition; (Resistance or rebellion against the government in power.) 17. Kidnapping or hostage taking; 18. Treason; 19. Rape or aggravated sexual abuse; 20. Unlawful possession, use, sale, or distribution, or manufacture of an explosive or weapon; 21. Extortion; 22. Armed robbery; or felony unarmed robbery; 23. Distribution of, or intent to distribute, a controlled substance; 24. Felony arson; 25. A Felony involving a threat; 26. A Felony involving – 1. Willful destruction of property; 2. Importation or manufacture of a controlled substance; 3. Burglary; 4. Theft; 5. Dishonesty, fraud, or misrepresentation; 6. Possession or distribution of stolen property; 7. Aggravated assault; 8. Bribery; or 9. Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year, or any other crime classified as a felony that the Administrator determines indicates a propensity for placing contraband aboard an aircraft in return for money; or; 27. Violence at international airports; 28. Conspiracy or attempt to commit any of the acts referred to in clauses (1) through (28). I hereby acknowledge that I have not been convicted of any disqualifying criminal offenses, or been found not guilty by reason of insanity. Federal regulations under 49 CFR 1542.209 impose a continuing obligation to disclose to the airport operator within 24 hours if convicted of any of the above listed crimes while still having unescorted access. The information I have provided on this application is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement on this application can be punished by fine or imprisonment or both. (See section 1001 of Title 18 United States Code.)” Signature: Date: Print Name: ________________________________ 1. Have you actually committed any of the previously listed disqualifying crimes even though you may not have been arrested or convicted? YES/NO 2. Have you committed a theft, or crime of dishonesty, within the past 5 years? YES/NO 3. Are you a registered sex offender, or have you committed a sex offense? YES/NO 4. Do you have outstanding warrants for your arrest? YES/NO 5. Are you currently violating a court order? YES/NO 6. Have you committed a drug violation within the last 5 years? YES/NO 7. Have you committed a violent crime within the last 10 years? YES/NO 8. Do you have a history of mental instability? YES/NO 9. Have you committed airport security violations? YES/NO 10. Have you engaged in behavior that was not supportive of airport security? YES/NO A yes answer to any of the above questions may not disqualify you from maintaining or receiving an FYI Identification Badge. If you answered yes to any of the above questions, please give details below. Use a separate sheet of paper if necessary. __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ FAILURE TO DISCLOSE ANY DISQUALIFYING OFFENSES OR CRIMES IS GROUNDS FOR IMMEDIATE AND PERMANENT DENIAL OF AIRPORT PRIVILEGES. YOU WILL BE GIVEN AN OPPORTUNITY TO DISCUSS THE CIRCUMSTANCES OF INCIDENTS, AND EXCEPTIONS ARE POSSIBLE. HOWEVER, FAILURE TO FULLY DISCLOSE PRIOR ARRESTS AND CONVICTIONS IS CONSIDERED UNTRUTHFUL CONDUCT. INITIAL _________ CERTIFICATE OF APPLICANT (read carefully before signing): I hereby certify that all statements made on this questionnaire are true and complete to the best of my knowledge. I understand that any misstatements or omissions can be grounds for revocation or denial of an FYI Identification Badge. I further understand that I am required to report any subsequent violations to Airport Public Safety immediately and that I may be subject to background inquiries at any time. Signature: Date: _ Print Name: _ AIRPORT PUBLIC SAFETY SUPPLEMENTAL QUESTIONNAIRE EXHIBIT I EXAMPLE OF SEVERE DECLINE IN ENPLANEMENTS FOR THREE MONTHS CALCULATION The following calculation scenario is intended to provide an example of the mechanics of the Severe Decline in Enplanements for Three Months provision. The enplanement figures used in the calculation are not intended to be representations of actual or projected enplanement levels in the past, present or future. Assumptions used in Example: Current Year – 2023 Previous Year - 2022 The following table shows the monthly enplanements for the Previous Year (2022) above monthly enplanements for the Current Year (2023): Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Previous Year 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Epax (000) 70 70 85 100 110 120 110 100 80 70 80 90 Jan Feb Apr May Jun Jul Aug Sep Oct Nov Dec Dec Current Year 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 Epax (000) 80 80 60 70 70 70 90 60 70 60 70 90 % of Previous Month’s Epax 114.3% 114.3% 70.6% 70.0% 63.6% 58.3% 81.8% 60.0% 87.5% 85.7% 87.5% 100.0% Per the enplanements shown in this table, there occurs a Severe Decline in Enplanements for Three Months with respect to the months March 2023 – May 2023, and the Space Rent shall be suspended effective June 1, 2023. Enplanement Stabilization for Three Months occurs with respect to the months September 2023 – November 2023, and the Space Rent shall be reinstated effective December 1, 2023. EXHIBIT J NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)NEWS & CONVENIENCE CONCESSIONS DATE: RE: NEWS & CONVENIENCE CONCESSIONS =================================================== AGREEMENT HUDSON GROUP =================================================== was completed in keeping with the intent of the lease for support space in the News & Convenience USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........1,759.00 CURRENT MONTHLY RENTAL $2,931.67 CURRENT RENT P/SQ FT/YR ...........20.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........1.00000 NEW MONTHLY RENTAL 21.0000 AND HUDSON GROUP dba AMOUNT OF ADJUSTMENT ...........$146.58 HG FRESNO CONCESSIONAIRES JV ----------------------------------------------- NEW MONTHLY RENTAL $3,078.25 EFFECTIVE:$36,939.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE:$3,078.25 Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. July 1, 2024 NOTE: 5% MAXIMUM APPLIES SUPPORT SPACE July 1, 2024 June 8, 2023 11:23 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: June 8, 2023 11:23 AM The rental adjustment calculation shown to the right J:\FYI\Tenant Files\Hudson Group\Legal\Hudson Final Exhibits\Exhibit - J -Support Space Annual CPISAMPLE NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items) NEWS & CONVENIENCE CONCESSIONS DATE: RE: NEWS & CONVENIENCE CONCESSIONS =================================================== AGREEMENT HUDSON GROUP =================================================== was completed in keeping with the intent of the lease for concession space in the News & Convenience USDLBLS CPI - JAN-DEC., 2021 ........... 265.510 * Concessions at Fresno Yosemite International Airport, USDLBLS CPI - JAN-DEC., 2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........3,403.00 CURRENT MONTHLY RENTAL $11,343.33 CURRENT RENT P/SQ FT/YR ...........40.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........2.00000 NEW MONTHLY RENTAL 42.0000 AND HUDSON GROUP dba AMOUNT OF ADJUSTMENT ...........$567.17 HG FRESNO CONCESSIONAIRES JV ---------------------------------------------- - NEW MONTHLY RENTAL $11,910.50 EFFECTIVE:$142,926.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE: Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE: (559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. $11,910.50 July 1, 2024 NOTE: 5% MAXIMUM APPLIES CONCESSION SPACE July 1, 2024 June 8, 2023 11:23 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: June 8, 2023 11:23 AM The rental adjustment calculation shown to the right J:\FYI\Tenant Files\Hudson Group\Legal\Hudson Final Exhibits\Exhibit - J -Concession Space Annual CPISAMPLE EXHIBIT K Initial Capital Investment Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,426,133 $1,477,430 $1,545,916 $1,622,250 $1,707,940 $1,788,669 $1,871,664 $1,966,370 $2,065,869 $2,170,402 $2,280,224 $2,395,603 $2,516,821 $2,644,172 $2,777,967 $30,257,428 Operating Expenses Cost of Goods 35.8%$509,989 $528,334 $552,824 $580,121 $610,764 $639,633 $669,313 $703,180 $738,761 $776,142 $815,415 $856,675 $900,023 $945,564 $993,409 $10,820,149 Labor 22.5%$320,456 $331,983 $347,372 $364,524 $383,779 $401,919 $420,568 $441,849 $464,206 $487,695 $512,373 $538,299 $565,537 $594,153 $624,217 $6,798,927 Space Rent $40.00 $40,320 $42,336 $44,453 $46,675 $49,009 $51,460 $54,033 $56,734 $59,571 $62,550 $65,677 $68,961 $72,409 $76,029 $79,831 $870,048 Percentage Rent 10.0%$102,293 $105,407 $110,139 $115,550 $121,785 $127,407 $133,134 $139,903 $147,016 $154,491 $162,345 $170,599 $179,273 $188,388 $197,966 $2,155,695 Other Direct Expenses 6.5%$93,274 $96,629 $101,108 $106,101 $111,705 $116,985 $122,413 $128,607 $135,115 $141,952 $149,134 $156,681 $164,609 $172,938 $181,688 $1,978,939 G&A 5.8%$82,716 $85,691 $89,663 $94,090 $99,061 $103,743 $108,557 $114,049 $119,820 $125,883 $132,253 $138,945 $145,976 $153,362 $161,122 $1,754,931 Royalties 2.5%$35,653 $36,936 $38,648 $40,556 $42,698 $44,717 $46,792 $49,159 $51,647 $54,260 $57,006 $59,890 $62,921 $66,104 $69,449 $756,436 Utilities 0.5%$7,352 $7,616 $7,969 $8,363 $8,804 $9,221 $9,648 $10,137 $10,650 $11,188 $11,755 $12,349 $12,974 $13,631 $14,320 $155,977 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,730 $8,111 $8,540 $8,943 $9,358 $9,832 $10,329 $10,852 $11,401 $11,978 $12,584 $13,221 $122,879 Total Operating Expenses 84.0%$1,192,053 $1,234,931 $1,292,176 $1,363,710 $1,435,717 $1,503,624 $1,573,400 $1,652,977 $1,736,617 $1,824,490 $1,916,810 $2,013,800 $2,115,698 $2,222,753 $2,335,224 $25,413,980 EBITDA 16.0%$234,079 $242,499 $253,740 $258,540 $272,223 $285,045 $298,264 $313,393 $329,251 $345,911 $363,414 $381,803 $401,122 $421,419 $442,743 $4,843,447 Amortization/Depreciation 2.7%-$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$826,135 Interest & Taxes (24%)24.0%-$56,179 -$58,200 -$60,898 -$62,050 -$65,333 -$68,411 -$71,583 -$75,214 -$79,020 -$83,019 -$87,219 -$91,633 -$96,269 -$101,141 -$106,258 -$1,162,427 NET PROFIT 9.4%$122,825 $129,224 $137,767 $141,414 $151,814 $161,558 $171,605 $183,103 $195,155 $207,817 $221,119 $235,095 $249,777 $265,203 $281,409 $2,854,885 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks for the Brookstone concept - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Brookstone C-135 1,008 $820 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $3,071,548 $3,182,030 $3,329,532 $3,493,936 $3,678,492 $3,852,362 $4,031,115 $4,235,089 $4,449,385 $4,674,523 $4,911,054 $5,159,554 $5,420,627 $5,694,911 $5,983,073 $65,167,229 Operating Expenses Cost of Goods 36.1%$1,110,246 $1,150,181 $1,203,497 $1,262,923 $1,329,633 $1,392,480 $1,457,092 $1,530,821 $1,608,280 $1,689,659 $1,775,156 $1,864,979 $1,959,347 $2,058,490 $2,162,650 $23,555,434 Labor 23.3%$716,324 $742,090 $776,489 $814,830 $857,871 $898,420 $940,107 $987,677 $1,037,653 $1,090,158 $1,145,320 $1,203,274 $1,264,159 $1,328,126 $1,395,329 $15,197,828 Space Rent $40.00 $44,000 $46,200 $48,510 $50,936 $53,482 $56,156 $58,964 $61,912 $65,008 $68,258 $71,671 $75,255 $79,018 $82,969 $87,117 $949,457 Percentage Rent 10.0%$263,155 $272,003 $284,443 $298,458 $314,367 $329,080 $344,147 $361,596 $379,930 $399,194 $419,434 $440,700 $463,045 $486,523 $511,190 $5,567,266 Other Direct Expenses 6.5%$200,890 $208,116 $217,763 $228,515 $240,586 $251,958 $263,649 $276,989 $291,005 $305,730 $321,200 $337,452 $354,527 $372,467 $391,313 $4,262,159 G&A 5.8%$178,150 $184,558 $193,113 $202,648 $213,353 $223,437 $233,805 $245,635 $258,064 $271,122 $284,841 $299,254 $314,396 $330,305 $347,018 $3,779,699 Royalties 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utilities 0.5%$15,834 $16,403 $17,164 $18,011 $18,963 $19,859 $20,780 $21,832 $22,937 $24,097 $25,316 $26,597 $27,943 $29,357 $30,843 $335,937 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $16,648 $17,470 $18,392 $19,262 $20,156 $21,175 $22,247 $23,373 $24,555 $25,798 $27,103 $28,475 $264,653 Total Operating Expenses 82.7%$2,528,598 $2,619,550 $2,740,979 $2,892,969 $3,045,724 $3,189,782 $3,337,806 $3,506,618 $3,684,053 $3,870,466 $4,066,312 $4,272,067 $4,488,234 $4,715,339 $4,953,935 $53,912,432 EBITDA 17.3%$542,950 $562,480 $588,553 $600,967 $632,768 $662,580 $693,308 $728,471 $765,331 $804,057 $844,742 $887,486 $932,393 $979,572 $1,029,138 $11,254,797 Amortization/Depreciation 1.5%-$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$976,568 Interest & Taxes (24%)24.0%-$130,308 -$134,995 -$141,253 -$144,232 -$151,864 -$159,019 -$166,394 -$174,833 -$183,679 -$192,974 -$202,738 -$212,997 -$223,774 -$235,097 -$246,993 -$2,701,151 NET PROFIT 11.6%$347,537 $362,380 $382,196 $391,630 $415,799 $438,456 $461,810 $488,533 $516,547 $545,979 $576,900 $609,385 $643,514 $679,370 $717,041 $7,577,078 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson Local C-203-R 1,100 $888 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,346,278 $1,394,704 $1,459,355 $1,531,414 $1,612,306 $1,688,514 $1,766,863 $1,856,266 $1,950,193 $2,048,873 $2,152,546 $2,261,465 $2,375,895 $2,496,115 $2,622,418 $28,563,203 Operating Expenses Cost of Goods 33.1%$445,586 $461,614 $483,012 $506,862 $533,635 $558,858 $584,790 $614,380 $645,468 $678,128 $712,442 $748,491 $786,365 $826,155 $867,958 $9,453,742 Labor 28.6%$384,852 $398,695 $417,177 $437,776 $460,900 $482,685 $505,082 $530,639 $557,490 $585,699 $615,335 $646,471 $679,182 $713,549 $749,655 $8,165,188 Space Rent $40.00 $49,800 $52,290 $54,905 $57,650 $60,532 $63,559 $66,737 $70,074 $73,577 $77,256 $81,119 $85,175 $89,434 $93,905 $98,601 $1,074,612 Percentage Rent 10.0%$84,828 $87,180 $91,031 $95,492 $100,698 $105,293 $109,950 $115,553 $121,442 $127,631 $134,136 $140,972 $148,156 $155,706 $163,641 $1,781,708 Other Direct Expenses 6.8%$91,051 $94,326 $98,699 $103,572 $109,043 $114,197 $119,496 $125,543 $131,895 $138,569 $145,580 $152,947 $160,686 $168,817 $177,359 $1,931,780 G&A 5.8%$78,084 $80,893 $84,643 $88,822 $93,514 $97,934 $102,478 $107,663 $113,111 $118,835 $124,848 $131,165 $137,802 $144,775 $152,100 $1,656,666 Royalties 4.2%$56,530 $58,563 $61,278 $64,303 $67,700 $70,900 $74,190 $77,944 $81,888 $86,031 $90,385 $94,958 $99,763 $104,811 $110,114 $1,199,358 Utilities 0.5%$6,940 $7,190 $7,523 $7,894 $8,311 $8,704 $9,108 $9,569 $10,053 $10,562 $11,096 $11,658 $12,248 $12,867 $13,519 $147,243 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,297 $7,657 $8,062 $8,443 $8,834 $9,281 $9,751 $10,244 $10,763 $11,307 $11,879 $12,481 $115,999 Total Operating Expenses 89.4%$1,197,672 $1,240,751 $1,298,266 $1,369,668 $1,441,991 $1,510,192 $1,580,273 $1,660,199 $1,744,205 $1,832,462 $1,925,185 $2,022,599 $2,124,942 $2,232,465 $2,345,427 $25,526,296 EBITDA 10.6%$148,607 $153,952 $161,089 $161,746 $170,315 $178,323 $186,590 $196,067 $205,988 $216,411 $227,361 $238,866 $250,952 $263,650 $276,991 $3,036,907 Amortization/Depreciation 3.5%-$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$1,003,541 Interest & Taxes (24%)24.0%-$35,666 -$36,949 -$38,661 -$38,819 -$40,876 -$42,797 -$44,782 -$47,056 -$49,437 -$51,939 -$54,567 -$57,328 -$60,229 -$63,276 -$66,478 -$728,858 NET PROFIT 4.6%$46,039 $50,101 $55,525 $56,024 $62,537 $68,622 $74,906 $82,108 $89,648 $97,569 $105,892 $114,635 $123,821 $133,472 $143,611 $1,304,509 Sales assumptions - Based on existing Hudson News landside performance, estimation for coffee service capacity and an synergy sales uplift for the hybrid Retail + F&B location - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Café T-105 1,245 $806 INPUTS FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 4 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 SCHEDULE 2: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER NEWS & GIFT CONCESSION UNIT SCHEDULE NO. 2 – FAT: Initial Capital Investment (Dollar Amount) per News & Gift Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each News & Gift Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in the Terminal Building and Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Terminal (Pre-Security); Space T-105 (1,245sq.ft.) Combination News & Convenience and National Branded Coffee 2023 $ Concourse A; Space C-135 (1,008sq.ft.) News & Convenience 2023 $ Concourse A; Space POD (1,470sq.ft.) N&C ONLY News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All News & Convenience Units $ FAT Total Schedule No. 2 is $______________________________________ dollars and _________________________ cents. The Proposer shall submit proposals on Schedule 1 or Schedule 2, or may bid on both schedules. The City reserves the right to award a contract for the Schedule 1 or 2 or both, as listed in the order shown in the bid proposal, subject to available funds at the time of award, whichever the City deems to be in its own best interest. Completion of Bid Proposal Form to be Eligible for Award. Proposers must bid all items within the schedules. The Proposer is non-responsive and ineligible for award in the event Proposer fails to initial this paragraph on the line provided and completely fill in the Proposal Form including, without limitation, all dollar amounts, and information called for on this Proposal Form. By Proposer’s initials to the right hereof, Proposer represents he/she has read and understands the consequences of not completely filling in this Proposal Form. Initial The City reserves the right to reject any and all proposals. HG Fresno Concessionaires JV 1,003,541 826,135 976,568 2,806,244 two million eigth hundred and six thousand two hundred forty four -- FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL PROPOSED CAPITAL INVESTMENT SOURCE(S) OF FUNDS HG Fresno Concessionaires JV, a Joint Venture (“JV”) between Hudson (HG) Retail, LLC with 87% ownership and Martinez-Niebla, LLC with 13% ownership will invest approximately $2.8 million. $100,000 of that investment will be funded from internal cash flows from the JV partners, proportional to ownership percentage. The remaining portion of the capital investment will be financed by the JV. If 3rd party financing is unavailable for whatever reason, Hudson shall act as lender of last resort EXHIBIT L Airport Sponsor Assurances 5/2022 Page 1 of 19 FAA Airports ASSURANCES AIRPORT SPONSORS A. General. 1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors. 3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement. B. Duration and Applicability. 1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor. The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances. 2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor. The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project. 3. Airport Planning Undertaken by a Sponsor. Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and Airport Sponsor Assurances 5/2022 Page 2 of 19 assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: 1. General Federal Requirements It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following: FEDERAL LEGISLATION a. 49 U.S.C. subtitle VII, as amended. b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2 e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2 f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)). m. Rehabilitation Act of 1973 – 29 U.S.C. § 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1 Airport Sponsor Assurances 5/2022 Page 3 of 19 v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252). aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX. EXECUTIVE ORDERS a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands c. Executive Order 11998 – Flood Plain Management d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1 f. Executive Order 12898 – Environmental Justice g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad FEDERAL REGULATIONS a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5 c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning. Airport Sponsor Assurances 5/2022 Page 4 of 19 g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services. h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964. i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 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.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying. n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2 q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1 s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance). v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles. x. 49 CFR Part 41 – Seismic Safety. FOOTNOTES TO ASSURANCE (C)(1) 1 These laws do not apply to airport planning sponsors. 2 These laws do not apply to private sponsors. 3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall Airport Sponsor Assurances 5/2022 Page 5 of 19 apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. SPECIFIC ASSURANCES Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement. 2. Responsibility and Authority of the Sponsor. a. Public Agency Sponsor: It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. 3. Sponsor Fund Availability. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control. 4. Good Title. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. 5. Preserving Rights and Powers. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere Airport Sponsor Assurances 5/2022 Page 6 of 19 with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances. f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith. g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. 6. Consistency with Local Plans. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Airport Sponsor Assurances 5/2022 Page 7 of 19 7. Consideration of Local Interest. It has given fair consideration to the interest of communities in or near where the project may be located. 8. Consultation with Users. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. 9. Public Hearings. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. 10. Metropolitan Planning Organization. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. 11. Pavement Preventive Maintenance-Management. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. 12. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. 13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The Airport Sponsor Assurances 5/2022 Page 8 of 19 accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made. 14. Minimum Wage Rates. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 15. Veteran's Preference. It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. 16. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement. Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement. 17. Construction Inspection and Approval. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. Airport Sponsor Assurances 5/2022 Page 9 of 19 18. Planning Projects. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. 19. Operation and Maintenance. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for: 1. Operating the airport's aeronautical facilities whenever required; 2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and 3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or Airport Sponsor Assurances 5/2022 Page 10 of 19 facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. 20. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. 21. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. 22. Economic Nondiscrimination. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to: 1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and 2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable Airport Sponsor Assurances 5/2022 Page 11 of 19 classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. 23. Exclusive Rights. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. 24. Fee and Rental Structure. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for Airport Sponsor Assurances 5/2022 Page 12 of 19 which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. 25. Airport Revenues. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: 1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. 2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. 3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95. b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107. 26. Reports and Inspections. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the Airport Sponsor Assurances 5/2022 Page 13 of 19 public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: 1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and 2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property. 27. Use by Government Aircraft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that: a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. 28. Land for Federal Facilities. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. Airport Sponsor Assurances 5/2022 Page 14 of 19 29. Airport Layout Plan. a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing: 1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; 2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities; 3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and 4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary: 1. eliminate such adverse effect in a manner approved by the Secretary; or 2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor. 30. Civil Rights. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant. Airport Sponsor Assurances 5/2022 Page 15 of 19 a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances. b. Applicability 1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities. 2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. 3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: 1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source: “The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.” e. Required Contract Provisions. 1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations. Airport Sponsor Assurances 5/2022 Page 16 of 19 2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations. 3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. 4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. 31. Disposal of Land. a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development Airport Sponsor Assurances 5/2022 Page 17 of 19 project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self- sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. 32. Engineering and Design Services. If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. 33. Foreign Market Restrictions. It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by Airport Sponsor Assurances 5/2022 Page 18 of 19 the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 34. Policies, Standards, and Specifications. It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date]. 35. Relocation and Real Property Acquisition. a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. 36. Access By Intercity Buses. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. 37. Disadvantaged Business Enterprises. The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812). 38. Hangar Construction. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. Airport Sponsor Assurances 5/2022 Page 19 of 19 39. Competitive Access. a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that: 1. Describes the requests; 2. Provides an explanation as to why the requests could not be accommodated; and 3. Provides a time frame within which, if any, the airport will be able to accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. Food & Beverage and News & Convenience Airport Concessions City Manager and City Council Update Food & Beverage – SSP America, LLC. Food & Beverage Concepts for Existing Terminal Locations –Ike’s Love & Sandwiches –Peet’s Coffee –Mad Duck Brewing Co. & Baby Duck 2 Upper Gate Location Lower Gate Locations 3 News & Convenience – HG Concessionaires JV (Hudson) News & Convenience Concepts for Existing Terminal Locations –Upstairs Gate Locations –Post Screening Location 4 Pre-Security Locations Einstein’s Bros Bagels Hudson News 5 6 PROPOSED SOLICITATION TIMELINE RFP Issued – October 2022 Solicitation Strategy •Develop Solicitation Documents •RFP •Use Agreement •Outreach PPT Q2 - Q4 2021-2022 Council Approval of RFP Award Work with SSP HMS Host on F&B Transition Program (May) Q2 2023 Negotiations with new Concessionaires for final Concept and Design Award New Agreements (June) Q2 2023 Start/Complete Design Review Process Commence Pod & Spine Temp Operations Q3 2023 Commence Pod & Spine Concessions Development Plan Q4 2023 Commence Expansion Concessions Development Start/Complete Design Review Process for Expansion Q1 – Q3 2024 Terminal Expansion Grand Opening Q4 2025 All dates are subject to change Terminal Expansion Locations The Food & Beverage location in the terminal expansion project will be a Mexican food concept. The Airports Department is actively researching the best concept for the location. The Airports Department will share the final concept with Council once it is determined. The News & Convenience location will be developed by HG Fresno Concessionaires JV (Hudson Group). Items available for sale in that location will mirror other locations within the terminal. They will also have a larger expanded international options for passengers utilizing the expansion gates. The Airports Department will share the final concept with Council once it is determined. 7 Thank you! 8 Henry Thompson, A.A.E., IAP Director of Aviation Fresno Yosemite International Airport 4995 E Clinton Way, Fresno, CA 93727 559.621.4600 Henry.Thompson@fresno.gov FlyFresno.com NEWS & CONVENIENCE CONCESSION AGREEMENT P ARTIES A ND A DDRESSES: C ITY OF F RESNO: Airports Department 4995 East Clinton Way Fresno, California 93727 Telephone: (559) 621-4500 Fax: (559) 251-4825 C ONCESSIONAIRE: "HG FRESNO CONCESSIONAIRES JV" "One Meadowlands Plaza" "East Rutherford, NJ 07073" DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page ii of 97 TABLE OF CONTENTS RECITALS 7 ARTICLE I. DEFINITIONS 8 SECTION 1.01 DEFINITIONS ........................................................................................... 8 ARTICLE II. PREMISES 16 SECTION 2.01 PREMISES DESCRIPTION ........................................................................ 16 SECTION 2.02 ADDITIONS TO AND DELETIONS FROM THE PREMISES ............................... 16 SECTION 2.03 RECLAIMING OF PREMISES FOR AIRPORT PURPOSES ............................... 17 SECTION 2.04 MODIFICATIONS TO PREMISES, TENANT IMPROVEMENTS .......................... 18 SECTION 2.05 INGRESS AND EGRESS ........................................................................... 18 SECTION 2.06 PREMISES ACCEPTANCE AS IS ............................................................... 19 SECTION 2.07 NO WARRANTY OF ECONOMIC VIABILITY ................................................. 19 ARTICLE III. TERM 19 SECTION 3.01 TERM ................................................................................................... 19 SECTION 3.02 HOLDOVER ........................................................................................... 19 SECTION 3.03 RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION ............... 20 SECTION 3.04 END OF TERM TRANSITION..................................................................... 21 ARTICLE IV. RENTALS, FEES, OTHER CHARGES, REPORTING, AND ACCOUNTING RECORDS 21 SECTION 4.01 DEFINITION OF GROSS RECEIPTS ........................................................... 21 SECTION 4.02 CONCESSION SPACE RENT .................................................................... 22 SECTION 4.03 SUPPORT SPACE RENT ......................................................................... 22 SECTION 4.05 ANNUAL RENTAL ADJUSTMENTS ............................................................. 22 SECTION 4.06 PERCENTAGE RENT .............................................................................. 23 SECTION 4.07 AIRPORT CHARGES ............................................................................... 23 SECTION 4.08 SCREENING .......................................................................................... 23 SECTION 4.09 ADDITIONAL RENT ................................................................................. 23 SECTION 4.10 FAILURE TO MAKE TIMELY PAYMENTS .................................................... 24 SECTION 4.11 OFF SET CREDITS ON ACCOUNT ............................................................ 25 SECTION 4.12 CITY’S LIEN .......................................................................................... 25 SECTION 4.13 RECORD KEEPING, REPORTS, ANNUAL AUDIT, & END OF YEAR ADJUSTMENT 25 A. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 25 B. FINANCIAL REPORTS 26 C. FINDINGS 26 D. END OF YEAR ADJUSTMENT 27 E. FORM, FREQUENCY, AND METHOD OF REPORTING 27 SECTION 4.14 PAYMENT PROVISIONS/INTEREST ON OVERDUE AMOUNTS ....................... 27 SECTION 4.15 FORM OF PAYMENT ............................................................................... 28 SECTION 4.16 CITY’S RIGHT TO PERFORM AUDITS, INSPECTIONS, OR ATTESTATIONS ...... 28 SECTION 4.17 SEVERE DECLINE IN ENPLANEMENTS ...................................................... 30 A. CONCESSION SPACE RENT REDUCTION/SUSPENSION 30 B. CONCESSION SPACE RENT REINSTATEMENT 31 C. DETERMINATION OF TOTAL ENPLANEMENTS AND “TRUE-UPS” 31 D. TOTAL ENPLANEMENT DETERMINATIONS 31 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page iii of 97 E. NO EFFECT 31 F. EFFECT OF DEFAULT 31 G. SUB-CONCESSIONAIRES 32 ARTICLE V. PERMITTED USES 33 SECTION 5.01 PERMITTED USE ................................................................................... 33 A. USES 33 B. CONCESSION LOCATIONS 33 C. PERMITTED PRODUCTS, SERVICES AND PRICES 33 SECTION 5.02 NON-EXCLUSIVE RIGHTS ....................................................................... 34 SECTION 5.03 RESTRICTIONS ...................................................................................... 34 SECTION 5.04 PERMITS AND LICENSES ........................................................................ 34 ARTICLE VI. OPERATIONS AND PERFORMANCE STANDARDS 35 SECTION 6.01 CITY’S RIGHT TO MONITOR PERFORMANCE ............................................. 35 A. PERFORMANCE AUDITS 35 B. ANNUAL REVIEW 36 C. REMEDIATION PLAN 36 SECTION 6.02 QUALITY OF PRODUCTS AND SERVICES .................................................. 37 SECTION 6.03 PRICING ............................................................................................... 38 A. PRODUCTS & PRICING 38 B. PRICING MODELS 38 C. PRICING POLICY 40 D. POLICY ADHERENCE 41 E. AIRPORT EMPLOYEE DISCOUNT 41 SECTION 6.04 HOURS OF OPERATION .......................................................................... 41 A. STORE HOURS 41 B. EXTENSION OF STORE HOURS 42 C. FAILURE TO OPEN 42 D. POSTED HOURS 42 SECTION 6.05 PERSONNEL ......................................................................................... 42 A. STAFFING 42 B. GENERAL MANAGER 43 C. ADDITIONAL PERSONNEL REQUIREMENTS 43 D. COMPLIANCE WITH IMMIGRATION LAW 43 E. CITY’S RIGHT TO OBJECT 43 SECTION 6.06 DELIVERY OF GOODS ............................................................................ 43 SECTION 6.07 BADGING AND SECURITY REQUIREMENTS ............................................... 44 SECTION 6.08 EMPLOYEE PARKING ............................................................................ 46 SECTION 6.09 POINT OF SALE (POS) TERMINALS ......................................................... 46 SECTION 6.10 CASH HANDLING AND CREDIT CARD REQUIREMENTS ............................... 47 SECTION 6.11 ADVERTISED SALES OR PROMOTIONS ..................................................... 48 SECTION 6.12 COMPLAINTS ........................................................................................ 48 SECTION 6.13 OPERATING PROCEDURES AND STANDARDS ........................................... 49 SECTION 6.14 COMPREHENSIVE MANAGEMENT OPERATIONS PLAN AND MANUAL. ........... 49 SECTION 6.15 CLEANING AND ROUTINE MAINTENANCE .................................................. 51 A. GENERAL OBLIGATIONS 51 B. PREVENTIVE AND ROUTINE CLEANING AND MAINTENANCE PROGRAM 51 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page iv of 97 1. JANITORIAL SERVICE 51 2. PEST CONTROL 51 3. PLUMBING 52 4. ELECTRICITY 52 5. HVAC 53 6. GREASE REMOVAL SYSTEMS 53 7. TRASH, WASTE, AND REFUSE 53 8. LIGHTING 54 C. ROUTINE REFURBISHMENT 54 D. MAINTENANCE PERSONNEL AND PROGRAM 54 E. CITY SOLE JUDGE OF MAINTENANCE 54 F. EMERGENCY REPAIRS 55 SECTION 6.16 COMMON MAINTENANCE ........................................................................ 55 A. ELECTRICITY SYSTEMS 55 B. HVAC SYSTEMS 55 C. LIFE SAFETY SYSTEMS 56 D. SANITARY SEWER SYSTEM 56 E. TRASH, WASTE AND REFUSE 56 F. EXTERIOR WINDOWS AND STRUCTURES 56 SECTION 6.17 PAGING, AUDIO, VIDEO SYSTEMS AND FREQUENCY PROTECTION ............. 56 SECTION 6.18 PROHIBITED ACTS ................................................................................. 57 ARTICLE VII. FAILURE TO COMPLY WITH PERFORMANCE/OPERATING STANDARDS 58 SECTION 7.01 VIOLATIONS .......................................................................................... 58 SECTION 7.02 MULTIPLE VIOLATIONS ........................................................................... 58 SECTION 7.03 SECTION PAYMENT ............................................................................... 59 ARTICLE VIII. FEDERAL AID REQUIREMENTS 59 SECTION 8.01 NON-DISCRIMINATION ........................................................................... 59 SECTION 8.02 CITY’S AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) POLICY ................................................................................. 60 SECTION 8.03 ACDBE NON-DISCRIMINATION .............................................................. 61 SECTION 8.04 ACDBE PARTICIPATION AND COMPLIANCE ............................................. 61 A. ACDBE GOAL 61 B. ACDBE TERMINATION AND SUBSTITUTION 62 C. REPORTING REQUIREMENTS 62 D. MONITORING 63 E. PROMPT PAYMENT 63 F. OTHER REQUIREMENTS 63 G. NON-COMPLIANCE 63 ARTICLE IX. CONSTRUCTION AND CAPITAL INVESTMENT 64 SECTION 9.01 CONSTRUCTION BY CONCESSIONAIRE .................................................... 64 SECTION 9.02 DESIGN AND CONSTRUCTION STANDARDS .............................................. 64 SECTION 9.03 INITIAL CAPITAL INVESTMENT ................................................................. 64 SECTION 9.04 DEVELOPMENT SCHEDULE ..................................................................... 65 SECTION 9.05 SUBMITTAL AND APPROVAL OF PLANS .................................................... 65 A. SUBMITTAL OF PLANS 65 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page v of 97 B. DISCLAIMER OF COMPLIANCE WITH LAWS OR CODES 66 C. APPROVALS EXTEND TO ARCHITECTURAL AND AESTHETIC MATTERS 66 D. DESIGN AND PERMITTING 66 SECTION 9.06 CONSTRUCTION .................................................................................... 66 SECTION 9.07 COMPLETION OF CONSTRUCTION ........................................................... 67 SECTION 9.08 TITLE TO IMPROVEMENTS ...................................................................... 68 SECTION 9.09 SIGNAGE .............................................................................................. 68 SECTION 9.10 ANNUAL REFURBISHMENT ...................................................................... 68 ARTICLE X. DISCLAIMER OF LIENS 69 ARTICLE XI. MAINTENANCE UTILITES AND REPAIRS 69 SECTION 11.01 CONCESSIONAIRE’S MAINTENANCE OBLIGATIONS .................................... 69 SECTION 11.02 CITY’S MAINTENANCE AND UTILITY OBLIGATIONS ..................................... 70 SECTION 11.03 CITY’S PERFORMANCE OF CONCESSIONAIRE’S OPERATING OBLIGATIONS . 71 ARTICLE XII. DEFAULT, REMEDIES, AND TERMINATION RIGHTS 72 SECTION 12.01 EVENTS OF DEFAULT ............................................................................. 72 SECTION 12.02 CITY’S REMEDIES .................................................................................. 73 ARTICLE XIII. INDEMNIFICATION AND RELEASE 75 ARTICLE XIV. INSURANCE 76 SECTION 14.01 INSURANCE REQUIREMENTS .................................................................. 76 SECTION 14.02 MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE .................................. 77 SECTION 14.03 UMBRELLA OR EXCESS INSURANCE ........................................................ 78 SECTION 14.04 DEDUCTIBLES AND SELF-INSURED RETENTIONS ...................................... 78 SECTION 14.05 OTHER INSURANCE PROVISIONS/ENDORSEMENTS ................................... 78 SECTION 14.06 PROVIDING OF DOCUMENTS ................................................................... 79 SECTION 14.07 MAINTENANCE OF COVERAGE ................................................................ 80 SECTION 14.08 SUBCONTRACTORS ............................................................................... 80 ARTICLE XV. SURETY FOR PERFORMANCE 81 SECTION 15.01 FORM OF SURETY ................................................................................. 81 SECTION 15.02 APPLICATION OF SURETY ....................................................................... 81 SECTION 15.03 RELEASE OF SURETY ............................................................................ 81 ARTICLE XVI. PROPERTY DAMAGE 82 SECTION 16.01 COMPLETE DESTRUCTION ..................................................................... 82 SECTION 16.02 LIMITS OF CITY’S OBLIGATIONS DEFINED ................................................ 82 SECTION 16.03 ALTERNATE SPACE ............................................................................... 83 ARTICLE XVII. DAMAGING ACTIVITES 83 ARTICLE XVIII. COMPLIANCE WITH LAWS, REGULATIONS, 85 ORDINANCES, AND RULES 85 SECTION 18.01 MINIMUM COMPENSATION / LIVING WAGE ............................................... 85 ARTICLE XIX. AIRPORT SECURITY 85 ARTICLE XX. AMERICANS WITH DISABILITIES ACT 85 ARTICLE XXI. FAA APPROVAL 86 ARTICLE XXII. RIGHT OF FLIGHT 86 ARTICLE XXIII. FEDERAL RIGHT TO RECLAIM 86 ARTICLE XXIV. PROPERTY RIGHTS RESERVED 87 ARTICLE XXV. ASSIGNMENT AND SUBCONTRACT 87 ARTICLE XXVI. CORPORATE TENANCY 88 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page vi of 97 ARTICLE XXVII. RIGHT TO DEVELOP AIRPORT 88 ARTICLE XXVIII. ATTORNEY’S FEES AND COSTS 88 ARTICLE XXIX. RIGHT TO AMEND 88 ARTICLE XXXI. NOTICES AND COMMUNICATIONS 88 ARTICLE XXXII. BOND ORDINANCES 89 ARTICLE XXXIII. FORCE MAJEURE 89 ARTICLE XXXIV. RELATIONSHIP OF THE PARTIES 90 ARTICLE XXXV. CITY APPROVALS 90 ARTICLE XXXVI. INVALIDITY OF CLAUSES 90 ARTICLE XXXVII. TIME IS OF THE ESSENCE 90 ARTICLE XXXVIII. TAXES 91 ARTICLE XXXIX. PATENTS AND TRADEMARKS 91 ARTICLE XL. AGENT FOR SERVICE OF PROCESS 92 ARTICLE XLI. COMPLIANCE WITH PUBLIC RECORDS LAW 92 SECTION 41.01 AGREEMENT SUBJECT TO CALIFORNIA PUBLIC RECORDS ACT .................. 92 SECTION 41.02 INDEMNIFICATION IN EVENT OF INTERVENTION ......................................... 92 ARTICLE XLII. DATA SECURITY 93 ARTICLE XLIII. USE, POSSESSION, OR SALE OF ALCOHOL OR DRUGS 93 ARTICLE XLIV. HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE 93 ARTICLE XLV. CITY’S SMOKING/VAPING POLICY 94 ARTICLE XLVI. WAIVERS 94 ARTICLE XLVII. COMPLETE AGREEMENT 94 ARTICLE XLVIII. ORDER PRECEDENCE 94 ARTICLE XLIX. BROKER'S COMMISSION 95 ARTICLE L. NO LIMIT ON CITY’S POWERS 95 ARTICLE LI. SIGNATURES 96 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 7 of 97 NEWS & CONVENIENCE CONCESSION AGREEMENT This Concessions Agreement (Agreement) is made and entered into this 1st day of September, 2023 (Effective Date), by and between the City of Fresno, a California municipal corporation (hereinafter referred to as, City or a Party), and HG Fresno Concessionaires JV a joint venture, authorized to conduct business in the State of California (hereinafter referred to as, Concessionaire or a Party), (collectively, hereinafter referred to as, Parties). RECITALS WHEREAS, City is the owner and operator of Fresno Yosemite International Airport (Airport), which is located in the City of Fresno, County of Fresno, State of California; and WHEREAS, City issued a Request for Proposals (Proposal No. 12300507, the terms of which are incorporated by reference herein) for “Food & Beverage Concessions and News & Convenience Concessions” on October 5, 2022, to solicit written proposals; and WHEREAS, pursuant to such solicitation, Concessionaire submitted a written proposal, dated January 17, 2023, which is incorporated herein by this reference to the extent consistent with this Agreement; and WHEREAS, on the basis of City’s evaluation of such proposal (attached hereto as Exhibit A), City selected Concessionaire for the award of this Agreement; and WHEREAS, on April 27, 2023, the City Council awarded Concessionaire the Agreement for News and Convenience Concessions; and WHEREAS, Concessionaire desires and is ready, willing and able to establish the Concessions at the Airport upon the terms and conditions herein; and WHEREAS, Under the Surplus Land Act, Government Code Section 54220-54234, surplus land is defined as “land owned in fee simple by any local agency for which the local agency’s 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, Subject space (attached hereto as Exhibit B) of the Airport Passenger Terminal is not a disposition of surplus land pursuant to the Surplus Land Act, because no development or demolition will occur; WHEREAS, This Lease is exempt under Resolution No. 2023-113 relating to the Surplus Land Act; and NOW THEREFORE, in accordance with Chapter 5, Article 4, of the Fresno Municipal Code, and subject to all the terms, conditions and limitations contained within said Chapter of said Article, all of which are incorporated herein by reference, and in consideration of the above recitals, which recitals are contractual in nature, the mutual DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 8 of 97 promises herein contained, and for such other good and valuable consideration hereby acknowledged, the parties hereto agree as follows: ARTICLE I. DEFINITIONS SECTION 1.01 DEFINITIONS As referred to or used herein the following terms have the following meanings: The following terms shall have the meanings set forth below: Additional Rent: Refers to all sums of money required to be paid by Concessionaire to City hereunder, including, but not limited to: Support Space Rent (if any), Miscellaneous Charges, Concessionaire’s share of taxes assessed against City, operating costs and expenses, utility charges, and any other sums or charges which may be due from Concessionaire hereunder. Agreement: Refers to this Concession Agreement, including all exhibits, appendices, schedules, attachments, and subsequent amendments thereto, as the same may be amended from time-to-time. Agreement Year: (a) With respect to the first Agreement Year during the Term, the period commencing on the Commencement Date and continuing through the end of City’s Fiscal Year in which the Commencement Date occurs, and (b) with respect to each Agreement Year thereafter during the Term, each twelve-month period commencing on the first day of City’s Fiscal Year and ending on the last day of City’s Fiscal Year, provided that if the Term expires or is terminated on a day other than the last day of an Agreement Year, the last Agreement Year will then end as of the date of such expiration or termination. Airport Concession Disadvantaged Business Enterprise (ACDBE): Refers to a business, whether it is a corporation, sole proprietorship, partnership or joint venture certified as an ACDBE by City, of which at least fifty-one percent (51%) of the interest is owned and controlled by one or more socially and economically disadvantaged individuals as defined in the Airport and Airways Safety and Capacity Expansion Act of 1987 and the regulations promulgated pursuant hereto at 49 CFR Part 23. Airport: Refers to Fresno Yosemite International Airport, which is located at 5175 E Clinton Way, Fresno, CA 93727. Airport Terminal(s): The passenger transportation facilities at the Airport, existing or under construction as of the Effective Date of this Agreement, or to be constructed during the Term of this Agreement, known individually as Terminal A, Terminal B, and Federal Inspection Station, including all user movement areas, areas leased exclusively or preferentially to any third party or parties, common areas and baggage claim areas therein and interconnecting hallways, concourses, and bridges. Alcoholic Beverage Control (ABC) Type 47 (On Sale General Eating Place) License: Refers to a permit authorizing the sale of all types of alcoholic beverages: namely, beer, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 9 of 97 wine, and distilled spirits, for consumption on the premises, and the sale of beer and wine for consumption off the premises. Annual Refurbishment: Refers to an expenditure by Concessionaire of a minimum of one-half of one percent (0.5%) of total Gross Revenues, commencing in the fourth year of the Term of this Agreement and occurring annually, for refurbishment of the Premises. Annual Report: An audit report prepared annually by an Independent Certified Public Accountant (CPA), in accordance with Generally Accepted Auditing Standards expressing an opinion from the Independent CPA on whether the Schedule of Gross Receipts, Rent and all other fees and charges payable under this Agreement have been completely and accurately presented, calculated, reported, and paid according to the terms of this Agreement. Approved Project: Refers to any portion of the Premises, Concessionaire’s construction, furnishing, fixturing, and remodeling of such portion of the Premises as reviewed and approved by City in accordance with the Tenant Handbook. As Built Drawings: Refers to record documents of the construction, additions, and other modifications constructed by Concessionaire on the Premises including but not limited to Concessionaire’s Agreement, as built models, and drawings in the format as required by City. Assigned Premises: Refers to specific areas of the Airport Terminals, or elsewhere at the Airport, that are assigned (or leased to Concessionaire to occupy) and use for the purposes set forth herein. Concession may be conducted pursuant to this Agreement, including those City properties therein more specifically described in Exhibit B hereto incorporated herein, which Concessionaire, at its sole cost, expense and liability may use solely in its pursuit of this Agreement and upon the terms and conditions therein provided that title thereto shall at all times be and remain in City. Base Building Work: Refers to the sub-floor, structural elements, demising walls at the exterior of the Premises, utilities infrastructure, and other base building improvements, structures, and fixtures that City installs at the Premises. Base Building Work includes preparation of portions of the Premises designated for concessions activities in Shell condition. Capital Investment: Refers to the dollars spent by Concessionaire in the actual construction, remodeling, furnishing, fixturing, and equipping of any portion of the Premises, in connection with an Approved Project for such portion of the Premises. Capital Investment includes: 1. Architectural and Engineering fees: All soft costs associated with designing the approved project. 2. Leasehold Improvements: All improvements and equipment that are structural in nature or are affixed to the Premises and cannot be removed without material damage to the Premises including, but not limited to, mechanical, electrical, and DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 10 of 97 plumbing work, floors, ceilings, demising walls, store fronts, lighting fixtures, and built-in shelving. 3. Furniture, Trade Fixtures, and Equipment (FF&E): All furniture, fixtures and major equipment installed by Concessionaire within the Premises for use in its performance of the Concession which may be removed from the Premises without causing material damage to the Premises. Certificate of Occupancy: Refers to a document issued by the City of Fresno stating that the building or proposed use of a building or land has complied with all laws and ordinances, and with an approved site plan and any conditions required by the Commission or Board, relative to the proposed building or use. City’s Work: Refers to any work to be done by or on behalf of City to prepare the Premises for Concessionaire. Claim: Refers to any demand, action, cause of action, suit, proceeding, arbitration, claim, judgment or settlement or compromise relating thereto which may give rise to a right to indemnification and defense under Article XIII of this Agreement Common Use Areas: Refers to the areas of the Airport Terminals that are not leased, licensed, or otherwise designated or made available by City for exclusive or preferential use by a specific party or parties. Comprehensive Management Operations Plan & Manual: Refers to a comprehensive manual of standard operating procedures outlining measures designed to promote meeting Concessionaire's responsibilities under this Agreement, to include performance targets, goals, and measures. Concessionaire shall maintain such Manual during the Term of this Agreement and any extensions. Concession: Refers to the rights granted to Concessionaire by City to develop and operate a business to sell food & beverage, retail, or passenger services products to the public and related operations thereto, in accordance with the terms and conditions of this Agreement. Concession Location(s): Refers to the locations, individually or collectively, within the Premises which are intended for the sale of Concessionaire’s goods and services. Concessionaire: Refers to the legal entity that is party to this Agreement who is bound by this Agreement to develop and operate the Concession at the Airport. Concessionaire shall include all approved sub-concessionaires of Concessionaire who are operating within the Premises pursuant to subleases with Concessionaire. In all provisions of this Agreement that require a person to comply with a specific provision requiring representation of Concessionaire, this person shall be an authorized official of Concessionaire. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 11 of 97 Concessionaire Improvement: Refers to any modifications or improvements made to the Concession Location from time to time as determined by Article IX of this Agreement by the Concessionaire at their sole cost. Concessionaire’s Operating Obligations: Refers to the various maintenance, repair, and operating duties hereunder to be performed by Concessionaire, at its own cost and expense, in the performance of the Concession. The performance of the obligation by the Concessionaire, or payment to a third party for the performance of these obligations, are not rental payments or other considerations for the right to occupy real property but are acknowledgements by the Concessionaire of its obligation to maintain, repair, and otherwise keep the Premises in optimal condition. Concessions Design Criteria: The compilation of City’s design and construction standards governing all aspects of the Concessionaire’s design and construction of the Premises. City reserves the right to amend the Concessions Design Criteria during the Term. Concessions Services: Refers to the certain Concessionaire’s Operating Obligations and other maintenance and repair performed by City on behalf of and for the benefit of Concessionaire as further described in Article XI hereunder. Concessions Services Fee: Refers to the amounts paid to City by Concessionaire as payment for Concessions Services as further described in Article XI hereunder. Concession Space Rent: Refers to the annual rent payable, paid in twelve (12) equal monthly installments, by Concessionaire to City each Agreement Year based on the total square footage amount of the Premises as further described in Section 4.02. Concession Space Rental Rate: Initially $40 per square foot/year, adjusted on the first annual anniversary of the Date of Beneficial Occupancy and each year thereafter, based on the annual percentage change in the CPI-U Index. The annual adjustment result in Rent will not be less than the amount charged during the prior contract year, or more than five percent (5%) above the prior year’s rate. Critical Dates: 1. Commencement Date or Date of Beneficial Occupancy (DBO): The day the first Concession Location under this Agreement opens for business. 2. Effective Date: The date of full execution of this Agreement by the Parties. 3. Expiration Date: The 15th anniversary of the Premises Completion Date. 4. Premises Completion Date: The earlier to occur of (a) the opening for business of all Concession Locations following completion of all Approved Projects, or (b) the latest of the dates established under this Agreement for completion of all Approved Projects for all Concession Locations. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 12 of 97 5. Required Completion Date: Refers to the date set forth in a Notice to Proceed by which Concessionaire must achieve Substantial Completion of an Approved Project, except as such date may be extended in accordance with the provisions herein. 6. Required Opening Date: Refers to the date set forth in the Development Schedule by which Concessionaire must open each Concession Location for business as defined in the Tenant Handbook, except as such date may be extended in accordance with the provisions herein. 7. Space Turnover Date: The date provided in a Notice to Proceed, which makes a portion of the Premises available to Concessionaire to commence the Approved Project in such portion of the Premises. DBE Coordinator: Refers to the City of Fresno’s DBE/Small Business Program Coordinator, a single position supervisory class responsible for developing and implementing the Federal Disadvantaged Business Enterprise Program certification procedures and for investigating and monitoring contracts for utilization of minority and disadvantaged business enterprise participation for compliance by contractors. Department of Transportation (DOT): Refers to The United States Department of Transportation (USDOT or DOT), one of the executive departments of the U.S. federal government. Director of Aviation or Director: Shall mean the Director of Aviation, or designee of the Airport as from time to time appointed by the City. Enplanement Stabilization for Three Consecutive Months: Refers to the actual Enplanements for a particular month equaling or exceeding 75% of the actual Enplanements of the same Reference Month in the Reference Year, and such threshold is achieved for three (3) consecutive months. Enplanements or Enplaned Passengers: Refers to all passengers’ boarding flights at the Airport from scheduled or chartered flights, whether domestic or international, including non-revenue passengers (but excluding airline crew for the flight), and including those passengers connecting from arriving flights of same or another airline. Enplaned Passengers shall generally be measured for the entire Airport by Airline. FAA: The Federal Aviation Administration or any successor thereto. Fresno-Madera Metropolitan Statistical Area: Refers to the metropolitan area in the San Joaquin (Central) Valley of California consisting of Fresno and Madera counties as defined by the U.S. Office of Management and Budget. Generally Accepted Accounting Principles: Refers to a common set of accounting principles, standards, and procedures issued by the Financial Accounting Standards Board. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 13 of 97 Generally Accepted Auditing Standards: Refers to a set of systematic guidelines used by auditors when conducting audits on companies' financial records issued by The Auditing Standards Board (ASB) of the American Institute of Certified Public Accountants (AICPA). Gross Receipts/Revenues/Sales: Refers to the total amount of monies paid or earned by Concessionaire at or from the Premises in its performance of the Concession, as further described in Section 4.01. Guaranty of Agreement: Refers to a contract between two parties where one party agrees to pay a debt or perform a duty in the event that the original party fails to do so. Joint Venture: Refers to a partnership between two or more companies to form a new business entity. Jurisdiction: Refers to the Superior Court of the State of California, County of Fresno, where this Agreement is performed. Liquidated Damages: Refers to the damages to be paid by the Concessionaire to the City for failure to complete any part of this Agreement as referenced by the term. The Liquidated Damages amount shall be accessed at one hundred dollars ($100.00) per day under this Agreement. Master Fee Schedule: Refers to the annual schedule of fees published by the City of Fresno, which can be modified from time to time. Monthly Concession Report: Refers to report (in a form as set forth in Exhibit C attached hereto) certified by Concessionaire and that Concessionaire shall deliver to City no later than fifteen (15) days after the end of each month during the Term, stating Gross Receipts (with any and all sales of liquor separately identified) for said month for each Concession Location, sales for said month by each Concessions Location with subtotals by type of Concession, calculation of Percentage Fee payable for said month, sales per square foot and per enplaned passenger with subtotals by type of Concession, and receipts per square and per enplaned passenger with subtotals by type of concession when information available. Notice to Proceed: Refers to any portion of the Premises, the written notice from City to Concessionaire delivering possession of such portion of the Premises to Concessionaire to commence the initial Approved Project for such portion of the Premises, and which establishes the Space Turnover Date and Required Completion Date for such portion of the Premises. Party/Parties: Shall have the meanings set forth in the Recitals to this Agreement. Past Due Interest Rate: Refers to a late payment charge equal to the lesser of the maximum rate allowable by law or one and one-half percent (1.5%) per month on the total amount overdue for each month thereafter until such delinquent installment or other payment amount(s) shall be received by City, which, at any time and from time to time DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 14 of 97 during the life of the Agreement, be changed by action of the City Council of City when, in said Council’s opinion, economic conditions and/or other relevant facts and/or circumstances may reasonable warrant such action. Personal Property: Refers to Trade Fixtures, including Concessionaire's nonattached removable decorations, detached floor coverings, and furnishings that are not in any way attached to the Premises, inventory, and other nonattached personal items. Percentage Rent: Refers to the rent paid by Concessionaire to City, on a monthly basis based on a percentage calculated in accordance with Section 4.06. Point of Sale (POS): Refers to the place where a customer executes the payment for goods or services and where sales taxes may become payable, including both the physical concession location or a virtual sales point including (but not limited to) computers or mobile electronic devices. Premises: Refers to the portion(s) within the Airport consisting of the Concession Locations and Support Spaces depicted on Exhibit B attached hereto containing approximately 3,403 Square Feet of Concession Space and 1,759 Square Feet of Support Space, including any improvements to be made or modifications to be made thereto. Product Price List: Refers to a listing, substantially consistent with Exhibit G, of the goods and services to be sold from the Concession Location which shall include the initial prices to be charged to the public for said goods and services. Public Areas: Refers to certain areas of the Terminal designated by City to be public or to be used in common, including, but not limited to, the walkways, streets, roadways, waiting rooms, hallways, restrooms and other passenger conveniences. Remediation Plan: Refers to a written plan developed by Concessionaire to improve the performance of Concession Location(s) including, but not limited to, proposed remedial activities such as employee training, staffing changes, merchandise and service modifications, facility refurbishment and repair, and/or replacement of concept or brand. Replacement Premises: Shall mean other location(s) within the Airport Terminals containing substantially the same area, visibility, and exposure to passenger traffic as the portion(s) of the Premises being reclaimed by City. Severe Decline in Enplanements for Three Consecutive Months: Refers to the actual Enplanements achieved during a one-month period is less than 75% of the actual Enplanements of the same Reference Month in the same Reference Year, and such shortfall continues for three (3) consecutive months. Substantial Completion: Refers to the stage in the process of any construction or other work when such work is sufficiently complete, as reasonably determined by City, so that (i) in the case of City’s Work, Concessionaire is able to take possession of the Premises for the purpose of performing the Approved Project, or (ii) in the case of Approved Project DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 15 of 97 work, Concessionaire has received a Certificate of Occupancy and/or a Temporary Certificate of Occupancy from City and is able to occupy the Premises for the purpose of opening for business. In no event shall Substantial Completion of any work occur prior to the issuance by City of the Notice to Proceed. It is the intent of the Parties that the application of the term Substantial Completion in the context of this Agreement shall coincide with the application of that term in Fresno, California, under State of California laws, so that the date on which Substantial Completion occurs under this Agreement shall be the same date relative to the imposition and levy of local ad valorem taxes. Support Space(s): Refers to the non-selling locations, individually or collectively, within the Premises which are intended for the support of Concessionaire’s operation of the Concession including, but not limited to, offices, commissary, and storage spaces. Support Space Rent: Refers to the annual amount payable by Concessionaire to City for the use and occupancy of the Support Spaces, as further described in Section 4.03. Support Space Rent Rate: Refers to the fair market rental rate per square foot for the Support Spaces, as further described in Section 4.03. Surety: Refers to the guarantee of the debts of one party by another. An organization or person that assumes the responsibility of paying debt in case the debtor defaults or is unable to make the payments. Tenant Handbook: The compilation of City’s standards, procedures, construction activities, requirements, directives, and rules and regulations governing the operations of concessionaires and actions of their employees, representatives, agents, and vendors, which is incorporated herein by reference. City reserves the right to amend the Tenant Handbook during the Term. Any amendment of the Tenant Handbook will be binding on Concessionaire without amendment to this Agreement, provided that the amendment of the Tenant Handbook does not conflict with other terms and conditions of this Agreement. Tenant Improvement Request: Refers to any requests made by Concessionaire for modifications or improvements made to the Concession Spaces from time to time as determined by Article IX of this Agreement. Term: Refers to the period beginning on the Commencement Date and ending on the Expiration Date. Term Options: Refers to the number of years the Term may be extended at the sole discretion of the Airport. Title VI List of Pertinent Nondiscrimination Statutes and Authorities: Refers to a series of regulations under Title VI of the 1964 Civil Rights Act, 42 U.S.C. 2000d, which provides that: “No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance”. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 16 of 97 Total Enplanements: Refers to the complete number of passengers enplaning and deplaning airline carriers at Fresno Yosemite International Airport. Trade Fixtures: Refers to all furniture, fixtures, and major equipment installed by Concessionaire, for use in its performance of the Concession, removable from the Premises without causing material damage to the Premises. TSA: The U.S. Department of Homeland Security Transportation Security Administration or any successor thereto. Unamortized Investment: Refers to the unamortized amount, for that portion of the Premises at the time such amount is referred to herein, of Concessionaire’s Capital Investment or portion thereof, using straight line amortization, calculated daily, over the period beginning on the latter of (i) the Premises Completion Date or (ii) the completion of an Approved Project to which such Capital Investment refers and ending on the Expiration Date. ARTICLE II. PREMISES SECTION 2.01 PREMISES DESCRIPTION City hereby leases to Concessionaire and Concessionaire hereby agrees to lease from City the Premises within the Airport consisting of the Concession Locations and Support Spaces as listed and depicted on Exhibit B, attached hereto, and incorporated herein, including any improvements to be made or modifications to be made thereto. No other part of the Airport Terminals or the Airport shall be part of the Premises. The total estimated areas of the Premises, Concessions Locations, and Support Spaces are incorporated in Exhibit B. If the Premises is not fully constructed at the time of Agreement execution, then the actual square footage determined after completion of construction shall be adjusted and acknowledged by the parties. No later than 90 days after completion of the punchlist for each Premises, Concessionaire shall certify in writing the actual as-built areas of the Premises, Concession Locations, and Support Spaces. The Parties agree to modify Exhibit B to incorporate such as-built areas, such modifications to be confirmed by letter executed by City, without need for formal amendment to the Agreement. SECTION 2.02 ADDITIONS TO AND DELETIONS FROM THE PREMISES City and Concessionaire may, during the Term and by mutual agreement, add additional space(s) or delete space(s) from the Premises. All space(s) added to the Premises pursuant to this Section 2.02 shall be subject to all the terms, conditions, and other provisions of this Agreement and Concessionaire shall pay to City all rents, fees, and charges applicable to the additional space(s) in accordance with this Agreement. In the case of deletions of space(s) from the Premises, rents, fees, and charges paid to City by Concessionaire shall be proportionately adjusted. The Parties agree to modify Exhibit B as necessary, to incorporate space additions to the Premises and space deletions from DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 17 of 97 the Premises by letter executed by the Director of Aviation or designee and acknowledged by Concessionaire, without need for formal amendment to this Agreement. Concessionaire shall have the first right of refusal to any new News and Convenience concession spaces to open operations in during the term of this Agreement. SECTION 2.03 RECLAIMING OF PREMISES FOR AIRPORT PURPOSES City reserves the right to reclaim the Premises when, in the sole discretion of City, such reclaiming is necessary for the development or operations of the Airport or is in the best interest of City, it being agreed that use by another concessionaire is not deemed “in the best interest of City”. City will make a reasonable effort to identify other location(s) within the Airport Terminals containing substantially the same area, visibility, and exposure to passenger traffic as the portion(s) of the Premises being reclaimed (such other location(s), if any, hereinafter referred to as, the Replacement Premises). City shall exercise such right to reclaim by giving Concessionaire not less than 90 days prior written “Notice of Intent to Reclaim Premises” specifying the effective date of the reclaiming and identifying Replacement Premises, if any. Concessionaire shall, by written notice given to City no later than 30 days after receipt of Notice of Intent to Reclaim Premises, notify City of its acceptance of the Replacement Premises, if any, whereupon, as of the effective date provided in City’s Notice of Intent to Reclaim Premises: 1. All the terms, covenants, conditions, and provisions of this Agreement shall continue in full force and effect and apply to the Replacement Premises. 2. In the event design, permitting and construction timing for the Replacement Premises is anticipated to exceed the effective date stated in the City’s Notice of Intent to Reclaim Premises, the parties shall mutually agree on the date upon which Concessionaire shall move from the Premises, or portion(s) thereof being reclaimed by City, into the Replacement Premises and shall vacate and surrender possession of the Premises or portion(s) thereof being reclaimed by City. The parties shall also discuss the option of Concessionaire’s temporary operations until such time as the opening date of the Replacement Premises. 3. Concessionaire shall have the right to inspect the Replacement Premises prior to acceptance. Subject to the discovery of latent defects and other provisions of this Agreement, Concessionaire shall be deemed to have accepted possession of the Replacement Premises in its “as is” condition. 4. If City reclaims premises prior to the end of the term of this Agreement, City will pay to Concessionaire reasonable and proper moving expenses to include moving of furniture, equipment, and other personal property into the Replacement Premises. Concessionaire shall pay all other costs to improve and fit out the Replacement Premises. In the event Concessionaire elects to accept the Replacement Premises, City will pay to Concessionaire, within 30 days of the opening of the Replacement Premises, an amount DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 18 of 97 equal to the Unamortized Investment in the portion(s) of the Premises being reclaimed less any of the Unamortized Investment attributable to Trade Fixtures moved to the Replacement Premises. Concessionaire shall not be compensated and City shall not be liable for any inconvenience to Concessionaire or for any interruption of Concessionaire’s business, because of moving to Replacement Premises. If no Replacement Premises are available, as determined solely by City, or if Concessionaire fails to respond to City’s Notice of Intent to Reclaim Premises within 30 days after receipt of such notice, or Concessionaire otherwise rejects the Replacement Premises, or if City deems the use(s) or concept(s) are not appropriate at the Replacement Premises, then the Agreement for the Premises or portion(s) thereof being reclaimed will terminate on the Effective Date provided in the Notice of Intent to Reclaim Premises and provisions of this Agreement related to termination shall apply. In such event City will pay to Concessionaire, within 90 days of the effective date stated in City’s Notice of Intent to Reclaim Premises, an amount equal to the Unamortized investment in the portion(s) of the Premises being reclaimed. The Parties agree to modify, within ten (10) days of the Effective Date stated in the Notice of Intent to Reclaim Premises, Exhibit A and Exhibit B, as necessary, to delete the portion(s) of the Premises being vacated and incorporate the Replacement Premises, if any. These modifications will be confirmed by letter executed by the Director of Aviation or designee and acknowledged by Concessionaire, without need for formal amendment to this Agreement. SECTION 2.04 MODIFICATIONS TO PREMISES, TENANT IMPROVEMENTS City shall have the right to make minor modifications to any portion of the Premises at the sole discretion of City to accommodate Airport operations, security renovations, maintenance, or other work to be completed in the Airport Terminals. Minor modifications are subject to all provisions in Section 2.02, provided said modifications do not materially interfere with Concessionaire’s use of the Premises. Minor modifications are those that may affect the Premises, but which do not have any material effect in the Concessionaire activities. SECTION 2.05 INGRESS AND EGRESS Subject to all applicable rules, regulations, or City policies governing the use of the Airport, City grants to Concessionaire the non-exclusive right to use, in common with others, certain areas of the Airport Terminals designated by City to be public or to be used in common, including, but not limited to, the walkways, streets, roadways, waiting rooms, hallways, restrooms and other passenger conveniences (Public Areas) for Concessionaire's employees, customers, contractors, agents, invitees and suppliers for the uses for which those Public Areas were designed. Concessionaire's rights under this Section shall include the right of ingress and egress to and from the Premises. City reserves the right to modify the Public Areas at any time and in any way, it deems DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 19 of 97 appropriate, including, but not limited to, reconfiguration of the Public Areas, expansion, or contraction of the Public Areas, or changing access points to and from the Public Areas. Access to some Public Areas will be restricted to Concessionaire’s employees who display valid security access badges issued by City. SECTION 2.06 PREMISES ACCEPTANCE AS IS Concessionaire understands, acknowledges, and accepts the Premises in its present condition, “As Is” with all faults and with absolutely no warranties as to condition or suitability for use being given by City. City shall have no obligation, liability, or responsibility to construct additional improvements or to modify existing conditions, nor to provide services of any type, character, or nature (including any obligation to maintain, repair, or replace utilities or telephone/data service) on or to the Premises during the Term other than as explicitly stated in this Agreement. SECTION 2.07 NO WARRANTY OF ECONOMIC VIABILITY City makes no warranty, promises or representations as to the economic viability of the Premises or Concessionaire’s business concept(s) or any other matter pertinent to the potential or likelihood for success or failure of Concessionaire business operations. Concessionaire acknowledges that airline gate usage and other aspects of Airport operations are subject to change during the Term without notice and that City makes no warranty regarding the location of airline gate usage. Except as is specifically set forth herein, City shall not, by virtue of the existence of this Agreement, be constrained in connection with its operation of the Airport. ARTICLE III. TERM SECTION 3.01 TERM This Agreement shall be effective and binding upon the Parties as of the Effective Date. The Term of this Agreement shall begin on the Premises Completion Date and continue through the Expiration Date, as stated in this Agreement, unless sooner terminated as herein provided. SECTION 3.02 HOLDOVER Any occupancy of Premises by Concessionaire with the written consent of City after the Expiration Date shall be on a month-to-month basis with all provisions of this Agreement, including rent, fees, and charges, remaining in place until such time that either party gives notice to the other to surrender of the Premises. Notice to surrender premises will be provided not less than 30 days prior to the anticipated surrender date. Any occupancy of Premises by Concessionaire after the termination of this Agreement without the written approval of City constitutes a month-to-month lease on the same terms and conditions as this Agreement. Concessionaire must pay Concession Space Rent, Support Space Rent, and Percentage Rent for the entire holdover period for that portion of Premises where the Agreement has expired or been terminated. No occupancy of any DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 20 of 97 portion of the Premises by Concessionaire after the expiration or other termination of this Agreement with respect to such portion of the Premises extends the Term, except as a holdover tenancy. In the event of such holdover tenancy, Concessionaire shall indemnify City against all damages arising out of the Concessionaire’s holdover tenancy, including but not limited to, any costs incurred by City to evict Concessionaire, and all insurance policies and Security Deposits required to be obtained and maintained by Concessionaire as set forth in this Agreement shall continue in full force and effect. SECTION 3.03 RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION Concessionaire shall, upon termination of this Agreement, with or without cause, surrender the Premises to City peaceably, quietly and in as good order and condition as the same now are or may be hereafter improved by Concessionaire or City, reasonable use and wear thereof and damage by casualty, which damage Concessionaire did not cause and is not required to repair or restore, excepted. Concessionaire shall remove all signage and provide temporary walls to seal all openings of premises that meet the guidelines outlined in the Tenant Handbook. Concessionaire shall also provide to City all keys to doors, window displays or any area of controlled access within the footprint of the Premises. City shall be entitled to exercise the non-judicial remedy of locking Concessionaire out of the Premises as a means of enforcing City’s right of possession, regardless of whether Concessionaire is delinquent in rental payments, including without limitation the de-activation of Concessionaire’s security badges or credentials; and this right of de-activation shall not, and legally cannot, limit or otherwise affect City’s governmental police powers to de-activate security credentials for security or other governmental reasons. Upon expiration or termination of this Agreement, Concessionaire shall, subject to City’s lien described in Section 4.12, remove all furniture, fixtures and equipment installed by Concessionaire and Concessionaire or brand proprietary property, inventory, and other personal property, and leave the Premises in broom clean condition. Any damage to the Premises caused by Concessionaire’s removal of such furniture, fixtures, equipment, or property shall be immediately repaired by Concessionaire at Concessionaire’s expense and to the satisfaction of City. Notwithstanding the foregoing, if Concessionaire fails to remove such furniture, fixtures, equipment or property within ten (10) days from the date of termination of this Agreement, then Concessionaire shall be deemed to have abandoned same and City shall have the right, at its option, and in its sole discretion, to take title to said furniture, fixtures, equipment and/or property and sell, Agreement, salvage, or dispose of the same in any manner permitted by law. Concessionaire shall have no right, interest, or claim in or to any proceeds of the sale or other disposition of such items. Any net expense City incurs in disposing of such items shall be immediately reimbursed by Concessionaire. No act by City shall be deemed an acceptance of a surrender of the Premises. No acceptance of a surrender of the Premises shall be valid unless it is in writing and signed by City. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 21 of 97 SECTION 3.04 END OF TERM TRANSITION During the final Agreement Year, City plans to award and transition to a new agreement for concessions services that may include rights to the Premises or portions thereof. If Concessionaire is not selected for the new agreement, City will notify Concessionaire in writing of the exact dates of a transition period. Concessionaire will cooperate fully with City and Concessionaire’s successor to ensure an effective and efficient transition of the Premises and concession operations to the successor. Concessionaire acknowledges its responsibility to continuously perform the Concession in a professional, high-quality, and customer-centric manner during the transition to the successor. ARTICLE IV. RENTALS, FEES, OTHER CHARGES, REPORTING, AND ACCOUNTING RECORDS SECTION 4.01 DEFINITION OF GROSS RECEIPTS Gross Receipts (sometimes referred to as Gross Revenues or Gross Sales) include all monies paid or payable to Concessionaire for sales made, services rendered, and customer orders fulfilled at or from the Premises, regardless of when or where the customer order is placed (including outside the Premises), and any other receipts, credits, allowances, internet sales, mobile app sales (owned or third-party), or revenues of any type arising out of or in connection with Concessionaire’s or Concessionaire’s sub- concessionaires’ or agents’ operations at the Premises, including, but not limited to, branding fees, marketing fees, merchandising fees, promotional allowances, performance allowances, retail display allowances (RDAs), and any other type of ancillary advertising or product placement fees, and other allowances and fees. Gross Receipts shall not include: 1. Any taxes imposed by law that are separately stated to and paid by a customer and directly payable to the taxing authority by Concessionaire. 2. Amounts and credits received from suppliers for products and merchandise returned by concessionaire. 3. Cash and credit card refunds to customers for merchandise returned. 4. Amounts and credits received in settlement of claims for loss of, or damage to, merchandise. 5. Insurance proceeds received from the settlement of claims for the loss of or damages to the Concessionaire’s property at or on the Premises other than the proceeds from business interruption insurance. 6. Inter-company store transfers. 7. United States Postal Service stamp sales. 8. Uniforms or clothing purchased by employees where such uniforms or clothing are required to be worn by employees. 9. Reimbursements from Concessionaire’s sub-concessionaires for any taxes, fees, franchise or license fees, utilities or other services paid or provided by Concessionaire for or on behalf of its sub-concessionaires; provided, however, that any reimbursement more than the actual cost of such taxes, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 22 of 97 fees, franchise or license fees, utilities or other services shall be included in Gross Receipts. 10. Rental, fees, and charges paid to Concessionaire by its sub- concessionaires pursuant to the provisions of this Contract; provided, however, that any such payment more than the amounts required hereunder shall be included in Gross Receipts. 11. Gift cards sold at the Premises. When a gift card is redeemed or accepted as payment for a purchase at the Premises, the transaction must be reported as part of Gross Receipts. 12. Amounts for coupons and other forms of discounts (including Airport but not limited to, employee meals, complimentary customer meals, and the Airport employee discount described in Section 6.03), such that only the amounts received are ultimately included in Gross Receipts. 13. Gratuities for services performed by employees paid by Concessionaire or by its customers except to the extent Concessionaire may be entitled to receive a portion of the gratuities. SECTION 4.02 CONCESSION SPACE RENT Commencing on the Date of Beneficial Occupancy, Concessionaire covenants and agrees for each contract year of the Term to pay to City Concession Space Rent, calculated in advance and without demand or invoice. Concession Space Rent is payable in 12 monthly equal payments, beginning on the Commencement Date and on the first day of each month thereafter throughout the Term of this Agreement. Concession Locations are shown in Exhibit B and attached and incorporated herein, as set forth in sub-paragraph 1 of this Section below: 1. Concession Space Rent shall consist of an annual sum calculated on the basis of forty dollars ($40.00) per square foot for the area of the Concessionaire’s Space. SECTION 4.03 SUPPORT SPACE RENT As consideration for the right and privilege to Support Space as granted herein, Concessionaire agrees for each contract year of the Term to pay to City Support Space Rent, calculated in advance and without demand or invoice. Concession Space Rent is payable in 12 monthly equal payments, beginning on the Commencement Date and on the first day of each month thereafter throughout the Term of this Agreement. Support Spaces are shown in Exhibit B and attached and incorporated herein, as set forth in sub- paragraph 1 of this Section below: 1. Support Space Rent shall consist of an annual sum calculated on the basis of twenty dollars ($20.00) per square foot for the area of the Concessionaire’s Support Space. SECTION 4.05 ANNUAL RENTAL ADJUSTMENTS The Concession Space Rent and Support Space Rent will be adjusted on the first annual anniversary of the Date of Beneficial Occupancy and each year thereafter, based on the DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 23 of 97 annual percentage change in the CPI-U Index. However, in no event will the annual adjustment result in Rent being less than the amount charged during the prior contract year or more than five percent (5%) above (see Exhibit J attached hereto and incorporated herein). SECTION 4.06 PERCENTAGE RENT At all times while Gross Receipts are being generated from the Premises, Concessionaire shall calculate Percentage Rent each Agreement Month, which Percentage Rent shall be equal to the product of the applicable Percentage Rent Rate(s) times the amount of Concessionaire’s Gross Receipts during such Agreement Month. The Percent Rent Rate(s) shall be ten percent (10%) for the Term of this Agreement. Concessionaire shall pay Percentage Rent to City monthly without prior notice or demand within fifteen (15) days after the expiration of each Agreement Month. All Percentage Rent payments shall be computed based on all Gross Receipts made during the previous Agreement Month as all such Gross Receipts are indicated on Concessionaire’s Monthly Concession Report. SECTION 4.07 AIRPORT CHARGES Concessionaire shall pay to City any other fees and charges assessed by City relating to City’s operation and maintenance of the Airport, including without limitation, for segregation and/or removal of garbage and refuse, in accordance with standard rates or nondiscriminatory prorated charges, established by City from time to time, as well as any additional charges assessed by City relating to Concessionaire’s activities or operations at the Airport, which charges shall equal Concessionaire’s proportionate share. Such other fees and charges may include, but shall not be limited to, fees for security badges and charges to account for additional expenses City incurs in operating the Facilities due to Concessionaire’s operations. All persons employed at the Terminal are required to obtain background checks, security clearances and identification security badges from City and City has the right to institute a charge for the processing, issuance and reviews and renewals. All security badges must be properly accounted for by Concessionaire and promptly returned in accordance with City’s and all other applicable rules, policies and regulations. SECTION 4.08 SCREENING If applicable as may be required by local, state, or federal Law, including, but not limited to, the Federal Aviation Administration’s (FAA), the Transportation Security Administration’s (TSA), City’s or any other applicable rules and regulations now in effect or hereinafter enacted, costs incurred for the screening of Concessionaire’s goods, merchandise, products, equipment, materials and supplies, which shall be paid by Concessionaire directly to City. SECTION 4.09 ADDITIONAL RENT In addition to Concession Space Rent, Support Space Rent and Percentage Rent, Concessionaire shall pay, as Additional Rent, all sums of money required to be paid by DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 24 of 97 Concessionaire to City hereunder, including, but not limited to: Concessionaire’s share of taxes assessed against City, operating costs and expenses, utility charges, and any other sums or charges which may be due from Concessionaire hereunder. If such amounts or charges are not paid at the time and in the manner as provided herein, they shall nevertheless be collectible as Additional Rent with the next payment of Concession Space Rent thereafter falling due, but nothing herein shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder or to limit any other remedy of City. All amounts of rentals payable in each month shall be deemed to comprise a single rental obligation of Concessionaire. SECTION 4.10 FAILURE TO MAKE TIMELY PAYMENTS Without waiving any other right or action available to City, in the event Concessionaire is delinquent in the payment of rents, fees, or charges hereunder or rightly due and owing by an audit of Concessionaire’s books and records as provided in Section 4.13, and in the event Concessionaire is delinquent in paying to City any such rents, fees, or charges for a period of six (6) days after the payment is due, City reserves the right to charge Concessionaire interest thereon, from the date such rents, fees, or charges became due to the date of payment, and shall accrue interest at the Past Due Interest Rate from the due date until paid in full, or the maximum rate allowed by law. In the event of a dispute as to the amount to be paid, City shall accept the sum tendered without prejudice and, if a deficiency is determined to exist, interest shall apply only to the deficiency. The right of City to require payment of interest and the obligation of the Concessionaire to pay same shall be in addition to and not in lieu of the right of City to enforce other provisions herein, including termination of this Agreement, and to pursue other remedies provided by law. The failure of City to act in the event of a delinquent payment or series of payments shall in no way waive the right of City to act at a subsequent time. City expects all rents, fees, and charges to be paid on time and Concessionaire agrees to pay on time. Notwithstanding other provisions of this Agreement, and without limiting the other provisions of this Agreement concerning, among other things, events deemed to constitute default of Concessionaire, City may, in City ’s reasonably exercised discretion, terminate this Agreement upon written notice to Concessionaire if (i) there are recurring instances in which Concessionaire’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable; or (ii) Concessionaire fails to maintain adequate records and accounts reflecting its business operations at the Airport and calculation of Gross Receipts/Revenues under this Agreement; or (iii) Concessionaire fails or refuses to submit the formal supporting paperwork as required herein. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 25 of 97 SECTION 4.11 OFF SET CREDITS ON ACCOUNT If any credit on the Lessee’s account is 180 days or older, the Lessor has the right to apply such credit to the outstanding balance without prior written consent from the Lessee and which invoice to apply the credit to. SECTION 4.12 CITY’S LIEN City shall have a lien upon all Trade Fixtures and Personal Property of the Concessionaire placed in or on the Premises, to the extent permitted by law, for the purpose of securing the payment of all sums of money that may be due to City from Concessionaire under this Agreement. This lien shall supersede any other lien including any lien created in connection with Concessionaire’s financing. Concessionaire is prohibited from pledging any Trade Fixtures and/or Personal Property without prior, written permission of City. SECTION 4.13 RECORD KEEPING, REPORTS, ANNUAL AUDIT, & END OF YEAR ADJUSTMENT A. Generally Accepted Accounting Principles Concessionaire shall prepare and maintain, in accordance with Generally Accepted Accounting Principles, complete and accurate books and records that include all financial transactions in the performance of this Agreement. Concessionaire’s system of accounts shall allow each Concession Location to be distinguished from all other Concession Locations. Concessionaire shall maintain source documents sufficient to support its books, records, and reports. The books and source documents to be kept by Concessionaire must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially prenumbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers, (vi) memorandum receipts or other records of merchandise taken out on approval, (vii) detailed original records or any exclusions or deductions from Gross Receipts/Revenues, (viii) sales tax records, and (ix) all other sales records, if any, that would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of Gross Receipts/Revenues. All monies related to this Agreement shall be deposited to and paid from a business bank account(s), the records for which shall be subject to review and audit in accordance with the provisions hereof. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 26 of 97 B. Financial Reports 1. Daily Gross Receipts/Revenues: Upon request of the City, Concessionaire agrees to report Gross Receipts/Revenues for periods of less than one month in a format and reasonable frequency as reasonably requested by City. 2. Monthly Concession Report: No later than fifteen (15) days after the end of each month during the Term, Concessionaire shall deliver to City a certified Monthly Concession Report, in a form as set forth in Exhibit C attached hereto, stating Gross Receipts/Revenues for said month for each Concession Location and the calculation of Percentage Fee payable for said month. 3. Annual Audit: No later than 90 days after the end of each Agreement Year during the Term, Concessionaire shall, at its sole cost and expense, provide an annual audit report by an independent Certified Public Accountant, licensed in the State of California and acceptable to City, of Concessionaire’s monthly Gross Receipts/Revenues and the amounts paid to City as Rent for the subject Agreement Year, or part thereof (said annual audit report hereinafter referred to as Annual Report). There may be no limitation on the scope of the engagement that would preclude the auditor from expressing an unqualified opinion as to the correctness and completeness of the reported Gross Receipts/Revenues. The engagement will include a Schedule of Gross Receipts, Rent and all other fees and charges for each month of the Concessionaire’s operations in the Agreement Year, prepared in accordance with the comprehensive basis of accounting defined herein and reported in a format acceptable to City. The engagement will be conducted in accordance with Generally Accepted Auditing Standards and shall include an opinion on whether the Schedule of Gross Receipts, Rent and all other fees and charges has been completely and accurately presented, calculated, and reported according to the terms of this Agreement. C. Findings City reserves the right to challenge any findings or conclusions of the Annual Report if it reasonably believes an error may have occurred. In such event, City may conduct its own audit under the provisions in Section 4.16 or may require production of the supporting documentation used to reach the finding or conclusion in question. The resolution by City of any dispute will be final. Delivery of an Annual Report containing a qualified opinion, or an adverse opinion, or a disclaimer of opinion as defined in the Statements on Auditing Standards, as may from time to time be amended or superseded, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants, or any successor board or agency thereto, will be deemed a material breach of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 27 of 97 D. End of Year Adjustment If Concessionaire has paid to City an amount greater than Concessionaire is required to pay as Rent for an Agreement Year under the terms hereof, Concessionaire shall be entitled to a credit against Concessionaire’s MAG for the amount of the overpayment. If Concessionaire has paid less than the amount required to be paid as Rent for such Agreement Year, then Concessionaire shall pay the difference to City in the next payment of the MAG. E. Form, Frequency, and Method of Reporting Acceptance of monthly reports and payments by City does not constitute agreement by City with the amounts reported and paid. City reserves the right to change the form and frequency of reports and statements, including, but not limited to, the Monthly Concession Report, and to require the submission by Concessionaire of other statistics and information pertaining to the Gross Receipts/Revenues hereunder. Concessionaire agrees to change the form of the required reports and statements as requested by City and to provide any additional statistics and information City may request. City shall have the right at any time to require that reports be delivered electronically using technology and procedures designated by City. If City instructs Concessionaire to deliver any reports and statements required hereunder by computer, e-mail, internet website, or transmission, City shall not be obligated to furnish Concessionaire with the equipment or systems necessary to do so. SECTION 4.14 PAYMENT PROVISIONS/INTEREST ON OVERDUE AMOUNTS A. Unless otherwise provided in this Agreement, fixed (i.e. non-activity based) Airport rentals, fees and charges shall be due and payable the first (1st) day of each month, in advance, without invoice. B. Unless otherwise provided in this Agreement, variable (i.e. activity based) Airport rentals, fees, and charges shall be due and payable the fifteenth (15th) day of each month following the month in which assessed, without invoice. C. Unless otherwise provided in this Agreement, all other rentals, fees, and charges shall be due and payable on invoice within thirty (30) days of the date of the invoice. D. The acceptance by City of any payment by Concessionaire shall neither constitute City’s approval of, nor preclude City from questioning the accuracy of, computations in Monthly Activity Report, submitted to City as provided in this Agreement, or from recovering any additional payment actually due from Concessionaire. E. Any payment not received by the due date shall be deemed delinquent and shall accrue interest at the Past Due Interest Rate from the due date until paid in full, or the maximum rate allowed by law. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 28 of 97 F. All payments due and payable herein shall be paid in lawful money of the United States of America, without set off, by check or wire transfer made payable to City and delivered or wired, as applicable, to the following address or account, or to such other address or account as City by service of written notice upon Concessionaire, may otherwise direct the payment thereof from time to time during the term hereof: Via Mail/Express City of Fresno - Airports Fresno Yosemite International Airport Attn: Airport Accounting 4995 East Clinton Way Fresno, CA 93727-1504 SECTION 4.15 FORM OF PAYMENT City reserves the right to require other methods of payment as designated in writing by City. Concessionaire shall provide City with necessary information and authorizations as needed to facilitate such payments. SECTION 4.16 CITY’S RIGHT TO PERFORM AUDITS, INSPECTIONS, OR ATTESTATIONS Notwithstanding Concessionaire’s requirement to submit the Annual Report set forth herein, Concessionaire shall make available to City, upon the written request of the City, at the offices of the Concessionaire at the Airport such books, records and accounts, or photocopies thereof, that are relevant to payment of rentals, fees and charges required under this Agreement for the current year and the preceding calendar year, and shall make such records, or photocopies thereof, available for inspection and audit by City or its authorized representative at reasonable and mutually agreed upon hours and times during the entire term of this Agreement and for two (2) years thereafter. This includes, but is not limited to, financial statements, general ledgers, sales journals, daily or periodic summary reports, inventory and purchasing records, cash register or computer terminal tapes or reports, bank deposit slips, bank statements, cancelled checks, tax reports/returns filed with state or federal entities, discount or rebate/allowance agreements, records of refunds or voids, and joint venture or partnership agreements. Such right of examination shall include cooperation by Concessionaire personnel (including, but not limited to, cooperation in sending confirmations to Concessionaire’s suppliers or others, assisting City in obtaining from governmental entities official copies of tax reports/returns, and disclosing all bank or other accounts into which Gross Receipts/Revenues are deposited) as reasonably considered necessary by City, or its representative, to complete the audit/inspection. There may be no limitation in the scope of the audit, inspection or attestation that would hinder City in testing the accuracy and completeness of the reported Gross Receipts/Revenues. All such books, records, and agreements shall be kept for a minimum period of five (5) years after the close of each Agreement Year. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 29 of 97 Audits and inspections will be conducted at the Airport. However, if agreed to by City, the audit or inspection can be conducted at another location, in which event Concessionaire shall reimburse City for reasonable transportation, food and lodging costs associated with the audit or inspection, accrued in accordance with City’s Policy and Standard Procedure relating to travel expenses. Concessionaire shall allow City’s representatives to photocopy any records the representatives determine to be necessary to conduct and support the audit or inspection. Concessionaire shall provide City’s representatives with retrievals of computer-based record or transactions the representatives determine to be necessary to conduct the audit or inspection. Concessionaire shall not charge City for reasonable use of Concessionaire’s photocopy machine while conducting the audit or inspection, nor for any cost of retrieving, downloading to storage media and/or printing any records or transactions stored in magnetic, optical microform or other media. Concessionaire shall provide all records and retrievals requested within ten (10) business days of the request. The Parties recognize that City will incur additional costs if records requested are not provided in a timely manner and that the amount of those costs is difficult to determine with certainty. Consequently, the Parties agree that City may assess liquidated damages in the amount of $100 per day for each record requested that is not received. Such damages may be assessed beginning on the eleventh (11th) business day following the date the request was made. Accrual of such damages will continue until specific performance is accomplished. If, because of any audit or inspection, it is established that Concessionaire owes additional rents, fees, or charges to City, Concessionaire will pay such additional rents, fees and charges and City may assess interest in accordance with Section 4.10. If it is established that Concessionaire underreported Gross Receipts/Revenues or underpaid fees related to Gross Receipts/Revenues by three percent (3%) or more for the period under consideration, the entire expense of the engagement may be billed to Concessionaire. Any additional payments due shall be paid, no later than Concessionaire’s next payment of the Guaranteed Rent, by Concessionaire to City. If it is established that Concessionaire intentionally underreported Gross Receipts/Revenues or underpaid fees related to Gross Receipts/Revenues by five percent (5%) or more for the period under consideration, City shall be entitled to terminate this Agreement for cause upon thirty (30) days’ written notice, regardless of whether the deficiency is paid. If because of any audit or inspection, it is established that Concessionaire has correctly reported or over reported Gross Receipts/Revenues or has paid fees related to Gross Receipts/Revenues equivalent to or greater than the sum due, City shall refund Concessionaire and the entire expense of the audit or inspection shall be paid by City. Concessionaire will include a provision providing City the same rights to initiate and perform audits, inspections, or attestations in any sub-concessionaire agreement that it enters and cause its sub-concessionaires to similarly include the statements in further sub-concessionaire agreements. Record Retention. The Concessionaire will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the Agreement, including, but not limited to, data, documents, reports, statistics, sub- DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 30 of 97 agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. Retention Period. The Concessionaire agrees to comply with the record retention requirements in accordance with 2 C.F.R. section 200.334. The Concessionaire shall maintain all books, records, accounts and reports required under this Agreement for a period of at not less than three (3) years after the date of termination or expiration of this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. Access to Records. The Concessionaire agrees to provide sufficient access to City to inspect and audit records and information related to performance of this contract as reasonably may be required. Access to the Sites of Performance. The Concessionaire agrees to permit City access to the sites of performance under this Agreement as reasonably may be required. SECTION 4.17 SEVERE DECLINE IN ENPLANEMENTS A. Concession Space Rent Reduction/Suspension If at any time during the Term, there is a Severe Decline in Enplanements for Three Consecutive Months as compared to same time period in the previous year, then the Concession Space Rent shall be temporarily suspended (or may be reduced in proportion to the enplanement decline) as follows: 1. The Concession Space Rent reduction/suspension shall be effective on the first day of the month immediately following the Severe Decline in Enplanements for Three Consecutive Months. 2. During such Concession Space Rent reduction/suspension period, Concessionaire shall be required to pay the greater of the Percentage Rent or reduced Concession Space Rent, unless and until the Concession Space Rent is fully reinstated as provided below. On or before the 10th day of each month, Concessionaire will submit to City a Sales Report showing Concessionaire’s Gross Revenues achieved with respect to the prior month, together with the Percentage Rent calculated on such Gross Revenues, cumulated by Agreement Year. 3. If this Agreement provides that the Percentage Rent is based on a tiered gross revenue structure, for purposes of determining the Percentage Rent payable, the annual Gross Revenues shall continue to cumulate as provided in this Agreement. For example, if Concessionaire’s Agreement Year is November 1 through October 31, then for purposes of calculating Percentage Rent for April, all gross revenues achieved to date (from November 1 through April 30) will be cumulated. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 31 of 97 B. Concession Space Rent Reinstatement Once Enplanement Stabilization for Three Consecutive Months has been achieved, then the Concession Space Rent is reinstated, and will continue unless and until there is another Severe Decline in Enplanements for Three Consecutive Months, as follows: 1. Such Concession Space Rent reinstatement will be effective on the first day of the month following an Enplanement Stabilization for Three Consecutive Months. 2. In the event the Concession Space Rent is reinstated after the commencement of an Agreement Year or other period for annual gross revenue accumulation specified in this Agreement, the Concession Space Rent will be pro-rated accordingly. C. Determination of Total Enplanements and “True-Ups” The parties acknowledge that Total Enplanements for a particular month are not usually determined as of the first day of the following month. Accordingly, unless and until the Concession Space Rent is suspended as provided herein, Concessionaire shall continue to pay the Percentage Fee as and when required hereunder. When Concession Space Rent is later suspended pursuant to Section 4.17(A), then City shall issue a rent credit to reflect any resulting overpayment in rent. If and to the extent Concessionaire has any outstanding obligations to City hereunder, City may decline to issue such rent credit or reduce the rent credit by the amount outstanding. When the Concession Space Rent is reinstated, Concessionaire shall pay to City within ten (10) days after City shall have given notice to Concessionaire of such reinstatement, the deficiency, if any, between the Percentage Rent paid by Concessionaire and the Concession Space Rent, for the month(s) following such reinstatement. D. Total Enplanement Determinations Director of Aviation or designee shall have the sole discretion as to the Total Enplanement calculations, and whether there exists a Severe Decline in Enplanements for Three Consecutive Months and/or an Enplanement Stabilization for Three Consecutive Months. E. No Effect The Concession Space Rent suspension shall have no effect on (i) any adjustments specified in this Agreement to be made to the Concession Space Rent; or (ii) the Deposit Amount. F. Effect of Default Notwithstanding anything to the contrary herein, in the event Concessionaire shall default under this Agreement or any other agreement past any applicable notice and cure period, the Director of Aviation of designee may immediately reinstate the Concession Space Rent, without giving to Concessionaire the benefit of any further notice or additional right to cure as may otherwise be provided under this Agreement or other agreement. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 32 of 97 G. Sub-Concessionaires Without limiting the provisions of Article XXV (Assignment and Subcontract) if Concessionaire subleases any portion of the Premises, Concessionaire shall offer to such sublessor(s) the same types of Concession Space Rent suspension as are provided herein. H. Example of Severe Decline in Enplanements Calculation For purposes of this Section, please refer to Exhibit I for an example of how the Severe Decline in Enplanements for Three Consecutive Months clause is calculated. SECTION 4.18 DUE DATE, TYPE, FORM AND AMOUNT OF SURETY/SECURITY DEPOSIT Concessionaire shall provide to City a Security Deposit in an amount equal to three (3) months Agreement Rents, Fees, and Charges. Such deposit shall be in the form of: (i) cash; (ii) a Surety Bond issued by an insurance company authorized to do business in the State of California and authorized to write such bonds in said State; or (iii) a non- revocable Letter of Credit established in favor of City for the account of Concessionaire by a federally chartered bank acceptable to City, guaranteeing the faithful performance of all of the covenants and conditions herein to be performed by Concessionaire. Upon the expiration or termination of this Agreement, and the payment of all fees and charges due to the City for the privileges granted in this Agreement, the Security Deposit shall be refunded or the surety instrument returned to Concessionaire, provided there are no other outstanding claims or charges against Concessionaire by City. City shall not be required to pay, and City shall not pay, any interest on this Security Deposit. SECTION 4.19 DRAWDOWN BY THE CITY A. If Concessionaire defaults with respect to any provision of this Agreement (and such default extends beyond any applicable cure period provided in this Agreement), including but not limited to the provisions relating to payment of rentals, fees and charges or any other sums due and owing, City may, to the extent allowed by law, with or without prior notice to Concessionaire (except as otherwise required herein), draw down on the surety provided by Concessionaire, up to the full amount thereof, and apply such draw on amount(s) to correct any default by Concessionaire, to pay any rentals or other sums in default by Concessionaire, to reimburse City for any amount(s) which City may spend or become obligated to spend by reason of Concessionaire's default, to compensate City for any other loss or damage which City may suffer by reason of Concessionaire's default, or to pay any amount due or owing upon expiration or earlier termination of this Agreement. B. Within fifteen (15) calendar days following any draw on and application by City of any part or the entire surety amount provided by Concessionaire, City shall provide Concessionaire with notice of such draw on and application, in writing. C. In the event the amount of surety provided to City by Concessionaire shall, at any time and from time to time during the life hereof be reduced pursuant to the draw down DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 33 of 97 provisions of this Agreement, Concessionaire shall, within ten (10) days after written demand therefore is served upon Concessionaire by City, deposit additional surety with City in a sum sufficient to restore the required surety to its currently obligatory amount. D. In the event City finds it necessary to draw down on the surety instrument more than two times for any reason, the third draw down shall itself constitute grounds for default and breach of this Agreement by Concessionaire. SECTION 4.20 RETURN/SURRENDER/RELEASE OF SURETY BY CITY The surety instrument shall be returned to Concessionaire not later than sixty (60) days after termination of this Agreement, provided there are no outstanding claims against the Concessionaire by City. ARTICLE V. PERMITTED USES SECTION 5.01 PERMITTED USE A. Uses The Premises shall be used by Concessionaire only for the purposes of performing the Concession, as further described in this Agreement and for such other uses as City may agree to in writing. Concessionaire recognizes that the specific limited use prescribed herein is a material consideration to City in order that the Airport will, in City’s sole discretion, maintain an appropriate concession mix to efficiently serve the traveling public and to produce the maximum Gross Sales possible for all Concessionaires. The Support Spaces shall be used by Concessionaire only for office and administrative purposes related to the operation of the Concession and the storage and preparation of products necessary for the operation of the Concession. No portion of the Premises shall be used to warehouse, stock, or store any goods, wares or merchandise not intended to be offered for sale at or from the Premises. B. Concession Locations Exhibits A and G, which are attached hereto and made a part hereof, sets forth the trade name for each Concession Location and a listing, by general category, of goods and services that Concessionaire is allowed to sell from each Concession Location. Such list of the Permitted Uses shall constitute a limitation of the goods and services, which may be sold at each Concession Location. Concessionaire’s Permitted Uses will be limited to its proposed and approved concepts and uses within the News & Convenience categories, as further described in Exhibit A. C. Permitted Products, Services and Prices No later than 30 days prior to the opening of a Concession Location, Concessionaire must submit to City, for its written approval, a listing, substantially consistent with Exhibit G and as requested by City, of the goods and services to be sold from the Concession Location. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 34 of 97 Such listing (hereinafter referred to as the Product Price List) must include the initial prices to be charged to the public for the goods and services. Once approved by City, the Product Price List for each Concession Location shall remain in effect through the first year of this Agreement, it being agreed that Concessionaire shall be permitted to request changes, to which City shall not unreasonably withhold consent (i.e. consent could be withheld if price exceeds percentages) (it being agreed that e-mail communication shall be an acceptable format). Concessionaire shall not add, delete, or sell any goods or services not included on the Product Price List, nor change the price of any good or service, without first receiving written approval from City, which approval shall not be unreasonably withheld or delayed. Written approval shall serve to modify the Product Price List without need for amendment of this Agreement. City may, at its discretion, request that Concessionaire add goods or services that are in public demand to the Product Price List for any Concession Location. Within ten (10) business days of a written request by City, Concessionaire shall provide a current Product Price List. SECTION 5.02 NON-EXCLUSIVE RIGHTS The rights granted herein for the performance of the Concession shall be non-exclusive. City may, at any time, award space (existing or newly created) to other parties who may have rights or may sell goods or products like those non-exclusively granted herein. City may, in its sole discretion, grant exclusive rights to other concessionaires to sell goods or services that Concessionaire is not authorized to sell, whether such agreements are awarded competitively or through negotiations and regardless of whether the terms of such agreements are favorable than the terms of this Agreement. In the event of a dispute between Concessionaire and any other party operating at the Airport as to the rights of the parties under their respective contracts, City shall determine the rights of each party and Concessionaire agrees to be bound by City’s decision. SECTION 5.03 RESTRICTIONS Nothing in this Section/Article will be construed as authorizing Concessionaire to conduct any business separate and apart from this Agreement or in areas at the Airport other than the Premises. All rights and privileges not specifically granted to Concessionaire for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to City. SECTION 5.04 PERMITS AND LICENSES Concessionaire will obtain and maintain throughout the Term all permits, certificates, licenses, or other authorizations required in connection with the operation of the Concession. Copies of all required permits, certificates, licenses, or other authorizations DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 35 of 97 will be appropriately displayed within the Premises and forwarded to City upon issuance and each renewal. In the event, City is required or has obtained any of the necessary permits, Concessionaire will reimburse City for any permit fees and associated costs in obtaining said permits. ARTICLE VI. OPERATIONS AND PERFORMANCE STANDARDS SECTION 6.01 CITY’S RIGHT TO MONITOR PERFORMANCE A. Performance Audits It is City’s intention that Concessionaire’s business be conducted in a manner to meet the needs of the Airport’s patrons and employees and in a manner that will reflect positively upon the Concessionaire and City. The Concessionaire shall equip, organize, and efficiently manage the Concession to provide exemplary service and products in a clean, attractive, and pleasant atmosphere. City in its sole discretion shall have the right to raise reasonable objections to the condition of the Premises, the quality and quantity of merchandise, the character of the service, the hours of operation, and/or the appearance and performance of service personnel, and to require any such conditions or practices objectionable to City to be promptly remedied by Concessionaire. If requested by Concessionaire, City shall submit its objections in writing and provide Concessionaire an opportunity to reply to the objections. Such reply will be given consideration by City. City reserves the right to conduct periodic performance audits of the Premises to assure that all the operational, safety and compliance standards of this Agreement are consistently performed by Concessionaire. Concessionaire acknowledges that performance audits will be conducted by City, or its representative, and hereby agrees to cooperate with all performance audits. 1. Performance audits may include minimum objective standards in any or all the areas of (i) product quality; (ii) customer service; and (iii) cleanliness and maintenance. If Concessionaire fails to meet minimum standards in any of these areas, City may, at its discretion, assess fines as set forth in the Tenant Handbook. City representatives may also take photographs as deemed necessary during inspection of premises. City representatives will make best efforts not to interfere with Concessionaire's business operation. 2. To assure consistent adherence to performance standards throughout the Term, City will use the Agreement Year 12-month cycle in the recording of incidents of failure to meet standards. City reserves the right to assess fines for violations of performance standards as set forth in the Tenant Handbook. 3. If Concessionaire fails to address repeated violations and deficiencies in performance standards by either Concessionaire or any of its sub-lessee(s), City, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 36 of 97 at its sole discretion, reserves the right to trigger remedies available to City, which depending on the severity of the repeated violations and deficiencies may include the termination of this Agreement. B. Annual Review No later than 90 days after the end of the first full Agreement Year after the Premises Completion Date, and the end of each Agreement Year thereafter, in City’s sole discretion, Concessionaire and City may meet to review and evaluate the financial, customer service, and operational performance of each Concession Location. During the review, City may determine, in its sole discretion, that the performance of one or more of the Concession Locations is unsatisfactory if one or more of the following occurred during the prior Agreement Year: 1. Sales per Enplaned Passenger were less than seventy-five percent (75%) of the Projected Sales per Enplaned Passenger for the Concession Location, as set forth in Concessionaire’s response to REQUEST FOR PROPOSALS FOR FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL (notwithstanding any incidence of Exceptional Circumstances/Severe Decline in Enplanements within the Agreement Year). 2. Sales per Enplaned Passenger were less than seventy-five percent (75%) of Sales per Enplaned Passenger for the same Concession Location during each of the two (2) preceding Agreement Years (notwithstanding any incidence of Severe Decline in Enplanements within the Agreement Year). 3. Scores on any secret shopper survey(s) conducted by City or its representative were less than seventy-five percent (75%) of the maximum achievable scores for the survey(s). 4. Scores on any operational survey(s) conducted by City or its representative were less than seventy-five percent (75%) of the maximum achievable scores for the survey(s). C. Remediation Plan If City determines, based on the performance criteria specified in this Section 6.01(B), that a Concession Location performed unsatisfactorily during the prior Agreement Year, City will provide written notice to Concessionaire. Within 30 days of receipt of such written notice, Concessionaire shall prepare and submit to City, for its approval, a Remediation Plan, as described below, to improve the performance of the Concession Location. The Remediation Plan shall include, but not be limited to, proposed remedial activities such as employee training, staffing changes, merchandise and service modifications, facility refurbishment and repair, and/or replacement of concept or brand. Upon approval by City, Concessionaire agrees to diligently implement the approved Remediation Plan and further agrees to submit to City monthly reports on the progress of such DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 37 of 97 implementation. If the approved Remediation Plan includes the replacement of a concept or brand, then City and Concessionaire will enter good faith negotiations concerning a concept or replacement brand. If the concept or brand replacement is mutually agreed to, the reimbursement for Unamortized Investment and the Capital Investment required for the concept or brand substitution will be a component of the good faith negotiations. In the event City determines, after six (6) months of implementation of a Remediation Plan, the subject Concession Location is still performing in an unsatisfactory manner, City reserves the right to require Concessionaire to replace the underperforming concept or brand, if not already replaced by the Remediation Plan. Within 90 days of receipt of written notice from City requiring a replacement, Concessionaire shall submit to City a proposal for a brand or concept replacement plan. Such replacement plan shall include, but not be limited to, a detailed description of the brand or concept, capital expense required to re- brand, sales projections, and the specific timetable to replace the brand or concept. City, in its sole discretion, reserves the right to approve or deny the replacement plan and require Concessionaire to submit another replacement plan. SECTION 6.02 QUALITY OF PRODUCTS AND SERVICES Concessionaire shall ensure that all customers are provided the optimum quality of food, products and services, and Concessionaire shall keep in stock and have ready for sale at all times of operation, a sufficient supply and variety of food, beverage, articles, and goods offered for sale at each Concession Location, consistent with the Product Price List, to meet the demand of customers at the Airport. If City identifies any deficiencies with respect to the operations, including, without limitation, quality, variety, and quantity of goods or services offered, Concessionaire shall be notified in writing by City and shall correct, or cause to be corrected, such problem or problems within ten (10) days, unless City authorizes in writing a longer period. If Concessionaire fails to correct within ten (10) days after written notice is given by City, City may assess fines as described in the Tenant Handbook. Concessionaire shall develop and implement creative merchandising techniques and displays to optimize customer satisfaction and Gross Receipts/Revenues, including without limitation, food and beverage displays; retail merchandise displays; display cases; promotional displays; attractive and durable packaging; menu boards or table-top menus; and pictures of food and beverages or retail merchandise. Prices for all food and beverages, including alcoholic beverages, shall be prominently displayed on menus or menu boards and available to all customers. All food, beverages, retail merchandise and other items sold or kept for sale shall be of high quality and wholesome and must comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. Concessionaire’s printed or digital menus and/or price lists shall include the appropriate use of descriptive terminology that accurately and truthfully describes the food, beverages, services, or products being offered. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 38 of 97 City reserves the right to approve all merchandising displays. Concessionaire hereby affirms that City, in its sole discretion, has the absolute right to require that Concessionaire discontinue the sale of any product City deems unsatisfactory, distasteful, or inappropriate for any reason and to require Concessionaire to modify merchandising displays for any reasonable reason. If Concessionaire fails to comply with any such City request within three (3) business days after written notice from City, City may assess fines as described in the Tenant Handbook. All franchise and/or license standards applicable to a Concession Location shall be met or exceeded. Copies of the franchise/license standards and performance audit forms shall be sent to City prior to the first day of business at such Concession Location. Concessionaire shall submit to City copies of all inspections conducted by the franchisor, licensor or mystery shopper service hired by the franchisor or licensor within ten (10) days of receipt by Concessionaire. All food and non-alcoholic beverages available for sale should be made available for customers to carry out if they so request. The containers and plasticware for carry out should be recyclable, made of sustainable materials, high quality, and substantial enough for the customer to take on an airplane. All carry out packaging must be approved by City for quality, usefulness, and durability. SECTION 6.03 PRICING A. Products & Pricing Concessionaire has caused to be attached hereto as Exhibit G a listing of all categories of goods, menu items and/or services Concessionaire is allowed to sell from the Premises as well as the initial prices to be charged to the public. The execution of this Agreement constitutes acceptance by City of the merchandise, services, and pricing as reflected on the referenced exhibit. Prices must be visibly displayed to customers for all products. For merchandise with a pre-printed price affixed by the manufacturer or distributor, the selling price shall not exceed the pre- printed price. Subject to the provisions set forth in Section 5.01, Concessionaire shall not add, delete or sell merchandise categories, menu items and/or services not reflected on the aforesaid exhibit without first receiving written approval from City, which shall not be unreasonably withheld or delayed. It is agreed that in the event of any conflict between Concessionaire and another Concessionaire as to specific items sold, City shall have the sole authority to resolve the conflict as it deems appropriate. B. Pricing Models Concessionaire shall comply with one or more of the pricing models listed below. The pricing model(s) applicable to this Agreement shall be selected by City and communicated to Concessionaire. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 39 of 97 1. Airport Brands (concessions located exclusively at airports): Concessionaire shall price its products and services at or below the average price charged at other U.S. airports for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from same-brand concessions at the three U.S. airports (other than FAT) most similar in passenger volume to FAT. 2. Franchise or Corporate-Owned Brands (concessions with same-brand “street- side” locations in the Fresno-Madera Metropolitan Statistical Area): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno-Madera Metropolitan Statistical Area locations for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from three same-brand locations in the Fresno-Madera Metropolitan Statistical Area. 3. Custom Brands (concessions with no same-brand “street-side” locations in the Fresno-Madera Metropolitan Statistical Area): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno-Madera Metropolitan Statistical Area locations, within five (5) miles of the Airport, selling similar products and services. To determine the average price charged for a product or service, Concessionaire shall use pricing from three locations selling similar products and services in the Fresno- Madera Metropolitan Statistical Area and within five (5) miles of the Airport. 4. Unique Brands (concessions with same-brand “street-side” locations; however, the locations are not comparable based on product offerings, pricing strategies, or other differences): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other Fresno- Madera Metropolitan Statistical Area locations within five (5) miles of the Airport selling similar products and services. To determine the average price charged for a product or service, Concessionaire shall use pricing from three locations selling similar products and services within five (5) miles of the Airport in the Fresno-Madera Metropolitan Statistical Area. 5. Local Brands (concessions with same-brand locations only in California): Concessionaire shall price its products and services no more than ten (10) percent above the average price charged at other locations for the same product or service. To determine the average price charged for a product or service, Concessionaire shall use pricing from three same-brand locations in the Fresno- Madera Metropolitan Statistical Area; same-brand locations in California may be used to the extent that there are not enough locations in the Fresno-Madera Metropolitan Statistical Area. 6. Other Brands (concessions that, in the City’s opinion, do not meet one of the pricing models listed above): Concessionaire shall price its products and services DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 40 of 97 using a pricing model separately stated and agreed to by City and Concessionaire. C. Pricing Policy Concessionaire agrees to the following provisions with respect to products and pricing: 1. Except as indicated in Section 6.03, paragraph B.1 (Airport Brands), institutional, event, sporting, and other non-“street-side” locations (e.g., schools, hospitals, airports, arenas, stadiums, amusement parks, convention centers, and hotels) may not be used to determine the average price charged for a product or service. 2. Upon receiving a Certificate of Occupancy, Concessionaire shall provide to City an updated list of products and services it proposes to sell, along with the proposed price for each item. Prior to completing any pricing model, Concessionaire shall submit to City a listing of potential comparable locations, products, and services to be approved by the Director or designee. Once a preapproved list is determined, if an established location no longer exists, Concessionaire may propose a replacement comparable location (as described for the applicable pricing model in Section 6.01, paragraph B) to be used to determine the average price charged for each listed product or service, along with the specific products and services that Concessionaire believes to be comparable. City shall have sole discretion to determine whether the replacement comparable location (as well as the particular products or services to be compared) are similar. City will review the replacement comparable location (and the products and services to be compared) and either approve them or direct Concessionaire to use other locations and/or products and services. 3. On September 1 of each year thereafter, Concessionaire shall provide an updated products and services list with current prices. 4. City shall have sole discretion to determine what constitutes an individual product or service, including, for example, products or services sold in combination or bundled together. 5. City may grant exceptions(s) to the pricing provisions; however, any such exception or determination must be in writing and signed by Airport Director or designee. Under no circumstances shall Concessionaire be entitled to any such exception without the appropriate approval. 6. Concessionaire shall at all times and for all products and services sold comply with the applicable pricing model. City may at any time compel Concessionaire to, within seven (7) business days, lower prices on specific items to bring them into compliance with Section 6.03, but nothing herein shall negate the general default and remedies provisions of this Agreement. 7. City may at its discretion require Concessionaire to submit documentation verifying compliance with the pricing requirements herein. For such evaluations, market DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 41 of 97 basket pricing of the top three selling SKUs (based on revenue) per product category needing verification will be used; products and services price-controlled by MSRP shall not be included in the market basket. City may require Concessionaire to submit its price comparison using an automated process. If Concessionaire fails to submit said documentation of compliance within the time specified by City, or if documentation submitted is erroneous, Concessionaire may be charged Liquidated Damages per the Concessions Handbook. 8. At any time during the Term hereof City may make or cause to be made a survey of prices being charged for products and services offered by Concessionaire from the Premises hereunder. If the survey concludes that any prices being charged by Concessionaire on the Premises are not in accordance with the terms of this Agreement, Concessionaire may be charged Liquidated Damages per the Concessions Handbook. 9. Failure to comply with the provisions of Section 6.01 shall constitute a material default. If Concessionaire, after receiving notice to reduce prices and/or application of any penalty, is later found to have again violated the pricing policies within the same Agreement Year, City shall have the right to collect Liquidated Damages. D. Policy Adherence Failure to comply with the provisions of Section 6.03 shall constitute a material default. If Concessionaire, after receiving notice to reduce prices and/or application of any penalty, is later found to have again violated the pricing policies within the same Agreement Year, City shall have the right to collect Liquidated Damages per the Concessions Handbook. E. Airport Employee Discount Concessionaire shall offer a minimum ten percent (10%) discount on all food & beverage, retail, passenger services, and non-alcoholic beverages purchased by Airport badged employees and badged employees of airlines operating at Airport who have been issued (and show at the time the discount is requested) appropriate identification badges. The discount shall be based on Concessionaire’s normal non- sale or non-promotional prices. No discount shall be given on value meals, as well as food and non-alcoholic beverages with a manufacturer pre-printed price. SECTION 6.04 HOURS OF OPERATION A. Store Hours Concessionaire shall ensure that each Concession Location is open for business without interruption from not less than one (1) hour before the first scheduled departure each day to thirty (30) minutes after the last departure of the day and is providing all goods and services as required by this Agreement. City may, in its sole discretion, require store hours to change during the Term. Concessionaire hereby acknowledges and agrees to operate the Concession DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 42 of 97 Locations as required which, if requested by City, may be twenty- four (24) hours per day seven (7) days per week, including all holidays. Concessionaire may request changes to Store Hours after six (6) full months of operations under this Agreement. City may, in its sole discretion, approve or deny such requested changes. B. Extension of Store Hours Concessionaire agrees to remain open beyond store hours for certain events including, but not limited to, the following: 1. In the event of a delayed flight in the Terminal in which any Concession Location(s) is located, Concessionaire shall remain continuously open and provide all goods and services as required by this Agreement beyond the then current store hours for the Concession Location(s) in the affected Terminal and until the delayed flight departs the gate or City otherwise instructs. 2. In the event of an emergency, as determined by City, Concessionaire shall remain continuously open and provide all goods and services as required by this Agreement for the Concession Locations beyond the then current Store Hours as instructed by City. C. Failure to Open Failing to open for business within thirty (30) minutes of the required opening time or closing more than thirty (30) minutes early, shall constitute a violation of this Section for which City may collect liquidated damages as set forth in this Agreement. D. Posted Hours The Concessionaire will prominently post store hours in a professional manner for each Concession Location at the Concession Location and in a format approved by City. SECTION 6.05 PERSONNEL A. Staffing Concessionaire shall hire, train, supervise, and deploy a sufficient number of personnel to service customers in a timely and efficient manner and to properly meet Concessionaire’s obligations herein. If replacing an existing concession, the new concessionaire shall make every effort to hire and train the previous concession employees subject to the concessionaire hiring policies and procedures. Concessionaire shall closely monitor personnel to ensure first class service to customers in compliance with this Agreement. The satisfactory performance of the obligation hereunder shall be determined in the sole discretion of City. Concessionaire shall take all DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 43 of 97 proper steps to discipline personnel who participate in acts of misconduct on or about the Premises. B. General Manager Concessionaire shall appoint a General Manager to oversee and manage the performance of the Concession and represent and act on behalf of Concessionaire. The General Manager shall have full authority to make day-to-day business decisions on behalf of Concessionaire with respect to the Concession including, but not limited to, authority to control the conduct and demeanor of Concessionaire’s personnel. The General Manager shall represent the Concessionaire in dealings with City and shall coordinate all concession activities with City. The General Manager shall be assigned to an office at the Airport and shall be available during City’s regular business hours. The General Manager shall designate a qualified, competent, and experienced subordinate to be in charge and available during its absence during Concessionaire’s regular operating hours. C. Additional Personnel Requirements In addition to the personnel requirements set forth herein, Concessionaire shall ensure that all personnel engaged in the operation of the Concession shall comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement. D. Compliance with Immigration Law Concessionaire shall employ only individuals who are in compliance with any and all current laws and regulations of the U. S. Immigration and Naturalization Service. E. City’s Right to Object City shall have the right to object to the demeanor, conduct, and appearance of any personnel of Concessionaire. Upon receipt of City’s written notice of objection by City, Concessionaire shall take all steps necessary to remedy the cause of the objection, all in accordance with all applicable laws, regulations, ordinances, codes and permits. If requested by Concessionaire, City shall present its objections in writing and provide Concessionaire the opportunity to reply to the objections and such reply will be given consideration by City, provided that in all such cases Concessionaire’s compliance with all applicable laws, regulations, ordinances, codes and permits shall govern. SECTION 6.06 DELIVERY OF GOODS 1. The General Manager (as defined in Section 6.05(B)) will make deliveries to Concession Locations and Concessionaire’s Support Spaces as stated below. Concessionaire shall transport inventory among Concession Locations and Support Spaces in the same building at such times and by such routes stated DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 44 of 97 below. Concessionaire shall make every effort to avoid using the Common Areas for large quantity deliveries during peak periods. Concessionaire shall be responsible for the return of all pallets, storage containers and other equipment belonging to its suppliers to locations designated for return by the General Manager. 2. Delivery Locations: All deliveries shall be made through the loading dock at the front of the Airport Terminal Security Identification Display Area (SIDA). All deliveries must be broken down in the adjacent Support Space and then transported to the appropriate Concession Locations. 3. Concessionaire shall use only carts or conveyances for transporting goods that are sealed, leak-proof, and equipped with pneumatic wheels suitable for operating on carpet or other flooring without damage thereto, and which are approved by City. Additionally, Concessionaire shall have at a minimum one (1) vehicle dedicated to the Airport that is capable of moving products and disposing of large items. The vehicle must be affixed with the company logo and a blinking beacon for airfield driving purposes. SECTION 6.07 BADGING AND SECURITY REQUIREMENTS All employees and staff will be required to pass a TSA mandated security background check and attend various training classes. All employees and staff must adhere to all security rules and regulations and be properly badged at all times. All concession employees and staff will be required to wear an easily identifiable uniform representing its trade name, and otherwise in compliance with Fresno Yosemite International Airport requirements, at all times. Concessionaire must conduct pre-employment background checks on each of its employees assigned to work under this Agreement prior to any employee being assigned to work at Fresno Yosemite International Airport. Concessionaire shall be responsible for the cost of the pre-employment background check. At a minimum, the pre-employment background check for each of Concessionaire's employees must include: i. Prior employment reference checks; ii. Both felony and misdemeanor criminal records checks for each location at which the prospective employee has resided during the past seven (7) years: iii. Driving records checks for all employees operating vehicles in the performance of the work under this Contract. Concessionaire must provide the City with the background check findings upon request. The City requires Concessionaire’s employees who work at Fresno Yosemite International Airport included under the terms of this Agreement to undergo additional background checks, including a Department of Motor Vehicles - DDL check, Department of Justice - Bureau of Criminal Identification (BCID) fingerprint check, Customs and DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 45 of 97 Boarder Protection (CBP) check, and a FBI fingerprint check; such services, however, will be performed at no cost to Concessionaire. The City’s Badging Application and list of disqualifying crimes is included in this Agreement as Exhibit H. The Concessionaire's employees shall be subject to and shall at all times conform to the City's security rules and requirements and shall cooperate with City Police and Security personnel. Any violations or disregard of these rules may be cause for denial of access to the City of Fresno's property. All of Concessionaire's personnel must undergo an identification procedure by the City prior to beginning the work. Concessionaire's employees will be issued Airport security badges which must be visibly worn above the belt at all times during performance of the work. Concessionaire shall be responsible for all costs relating to the preparation of identification badges for each employee. Concessionaire shall be billed by the City at the applicable rate (currently $63.75 for each new badge with prints and $25.00 for each lost badge). All Concessionaires are required to perform a quarterly badge audit for all employees at FAT. During the audit, each badge that is lost or non-returned is subject to a fee as listed in the Master Fee Schedule. Said fees are due 30 days from notice by the City. Lunch boxes, thermos bottles and other personal packages may be subject to Police or Security inspection upon entering and leaving Fresno Yosemite International Airport’s premises. Concessionaire's employees must remain in their assigned work areas, except when taking an authorized break in a designated break area. Concessionaire's employees admitted to the City's property (i.e., Fresno Yosemite International Airport) must conduct themselves in an orderly and safe manner. Fighting or engaging in horseplay, being under the influence of alcohol or drugs or bringing alcohol or drugs onto the City's property, gambling, soliciting, stealing, taking pictures or bringing cameras or other photographic devices anywhere on City property, and any immoral or otherwise undesirable conduct will not be permitted. Firearms, weapons and/or explosives may not be brought onto the City's property (i.e., Fresno Yosemite International Airport). The operation of the Concessionaire's vehicles or private vehicles by Concessionaire's employees on the City's property (i.e., Fresno Yosemite International Airport’s premises) shall conform to posted regulations and safe driving practices. Aisles, passageways, alleyways, driveways, entrances or exits and access to fire protection equipment must be kept unobstructed at all times. Concessionaire shall maintain clearance space around all electrical and mechanical panels and equipment as required by applicable City codes. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 46 of 97 Concessionaire must take adequate measures to reasonably ensure the confidentiality of records, information and persons observed at City facilities (i.e., Fresno Yosemite International Airport). All employees must be trained by the Concessionaire regarding the rules and use of badge prior to assignment at Fresno Yosemite International Airport, and refresher training provided every year. Concessionaire shall establish and maintain a comprehensive drug screening and monitoring program for all assigned employees. This program must include, at minimum: A. Mandatory pre-employment drug and substance abuse testing; B. A program of continuous observation and verification whenever employee substance abuse is suspected. This program should be consistent with all aspects of the City of Fresno's Policy on Drug and Substance Abuse (Administrative Order 2-25 of December 15, 2015; revised September 13, 2019) hereto attached as Appendix O, including specific guidelines on: a. The need for drug and alcohol testing; b. The circumstances under which testing may be required; c. The procedure for confirming an initial positive drug test result; d. The consequences of refusing to undergo a drug and alcohol test; e. Drug testing procedures and interpretive guidelines for positive/negative results (by substance); f. Concessionaire employee training as part of a Drug Free Awareness Program; g. Supervisory training in identification of drug and alcohol abuse which constitutes reasonable cause for drug testing; C. The availability of employee counseling for drug or alcohol abuse. This program will include mandatory pre-employment drug testing, as well as system of continuous observation and verification whenever employee substance abuse is suspected. SECTION 6.08 EMPLOYEE PARKING Concessionaire employees working at the Terminal Building shall have the right to the use of vehicular parking facilities in common with other employees. Such facilities shall be located in an area designated by City. City reserves the right to assess a reasonable charge to recover the costs of providing such space to such Concessionaire employees, in common with other Airport/tenant employees, for such parking facilities. Concessionaires are encouraged to incentivize employees to utilize alternative, more environmentally friendly modes of transportation including mass transit, ride sharing, etc. SECTION 6.09 POINT OF SALE (POS) TERMINALS Concessionaire must install a Point of Sale (POS) Terminal(s) to accurately record all business transactions occurring in each Concession Location for accounting, reporting, and auditing purposes as set forth herein. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 47 of 97 All POS Terminals used at the Airport must have at a minimum, the following features: 1. Multiple segregated category addresses to allow for accurate and complete reporting of Gross Receipts/Revenues by various goods and services categories. 2. The capability of recording transactions by sequential control number to an audit tape or computer file. 3. Mobile POS payment capabilities or other similar electronic devices. 4. The capability of recording any discounts that are applied to a transaction. 5. The capability of printing a transaction history to tape or computer file by category of goods or services, time of day, day, month, and year by category. 6. The capability of printing customer receipts showing the transaction amount, the amount tendered, the amount of change due to the customer, and the time and date of the transaction. Additionally, the customer receipt must show Concessionaire’s contact information including name, phone number and email address for any customer concerns, complaints, or questions. 7. A fee display of sufficient size and legibility that is placed in a location visible to the customer during a transaction. 8. A secure transaction audit tape or ASCII transaction file on a removable storage device. 9. Such terminal will be non-re-settable. 10. Intentionally deleted. 11. Intentionally deleted. 12. The capability to generate log file for audit purposes including transaction creation, delete or modification. This log entry should be controlled by a sequential control number. 13. Concessionaire will ensure that POS terminals comply at all times with the requirements set forth within this Agreement and, if necessary to allow for a customer experience that meets or exceeds good industry practice and the customer service standards set forth in this Agreement. 14. Concessionaire has confirmed in the Concessionaire’s Response that it will meet the criteria specified herein. Failure to comply will become apparent through City not receiving all the required data and through the financial audits. City shall have the right to: (a) examine during business hours the totals of any POS used on the Premises and to inspect such POS for compliance with this Section; (b) implement an hourly or daily reporting system with which Concessionaire shall comply Additionally, Concessionaire shall ensure a capability within its mobile POS to support passengers and airlines with vouchers, coupons, and other mutually beneficial marketing programs. SECTION 6.10 CASH HANDLING AND CREDIT CARD REQUIREMENTS Concessionaire shall always observe cash-handling and record-handling procedures in accordance with sound accounting and financial control practices and as necessary to provide timely and accurate reports to City. City may at any time during the Term request a copy of these procedures. City shall have the right to monitor and test all of Concessionaire’s procedures and controls and require Concessionaire to make changes to its procedures. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 48 of 97 Concessionaire must accept, but is not limited to, the following cash and non-cash payment options: US currency and at least three (3) major accepted credit cards. Concessionaire may also accept electronic payment options. Concessionaire shall always comply with the most recent payment card industry data security standard requirements. No minimum credit card or debit card purchase amount or charge for credit card purchases is allowed. Concessionaire’s Independent CPA must yearly certify Concessionaire’s operations are compliant with Payment Card Industry Data Security Standards. City reserves the right to receive reports required by the Payment Card Industry Security Standards Council. Concessionaire must report any breach of its payment card industry data to the City within 24 hours of its finding of the breach. SECTION 6.11 ADVERTISED SALES OR PROMOTIONS Concessionaire is required to participate in all advertised sales or promotions, by whatever media outlet, conducted by its parent corporation, its franchisor, or its selected operating brands. Concessionaire is not permitted to (a) use or permit the use of the Premises for the conduct of an outlet store or a second-hand store; or (b) advertise any distress, fire, bankruptcy, liquidation, relocation, closing, closeouts of goods or services or going-out-of-business sales. Concessionaire may not advertise in the Airport, except with City’s advertising Concessionaire who sells advertising at the Airport. Permission will not be granted to Concessionaire for any other advertising at the Airport. Concessionaire shall not use nor permit Premises to be used as a medium for third party paid advertising, including sponsorships or any advertising material, sign, fixture, or equipment, whether paid for in- kind, by cash, or by credit. Concessionaire shall not use any advertising or promotional medium that may be seen, heard, or otherwise experienced outside the Premises (such as searchlights, barkers, or loudspeakers); distribute handbills or circulars to Airport patrons or to cars in the parking lots, or engage in any other advertising in the Airport; or engage in any activity on the Airport outside the Premises for the recruitment or solicitation of business. SECTION 6.12 COMPLAINTS All customer complaints, written or oral, received directly or referred to Concessionaire by City must be responded to by Concessionaire within 48 hours of notice. Concessionaire shall make a good-faith attempt to explain, resolve or rectify the cause of the complaint. A written copy of Concessionaire’s response shall be delivered to City within the 48-hour period. If City establishes a toll-free customer complaint telephone number or online submission form for customer complaints, Concessionaire shall be required to participate and shall respond to complaints immediately. All other issues regarding the quality of service and/or prices raised on City’s own initiative may be submitted to Concessionaire for response, which response shall be provided by Concessionaire to the Airport Director within 48 hours. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 49 of 97 SECTION 6.13 OPERATING PROCEDURES AND STANDARDS A. City Requirements. The occupancy and use by Concessionaire of the Premises and the rights herein conferred upon Concessionaire shall be conditioned upon and subject to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement as are now or may hereafter be prescribed by City through the lawful exercise of its powers. Concessionaire covenants to operate the Concession in accordance with the Tenant Handbook. B. Health and Safety Standards. Concessionaire shall comply with all health and sanitary regulations adopted by City, State of California, and any other governmental authority with jurisdiction. Concessionaire shall give access for inspection purposes to any duly authorized representatives of all such governing bodies. Concessionaire shall provide City with copies of all inspection reports by other health and sanitary governing bodies within 48 hours of receipt. This paragraph does not require Concessionaire to waive any applicable attorney-client or attorney work product privileges. C. Sustainability. City is committed to incorporating sustainable practices into all aspects of Airport operations. Concessionaire shall operate in a manner consistent with any current or future sustainability policies and participate in any sustainability programs outlined in this Agreement at its own cost and expense. D. Additional Compliance. Concessionaire shall comply with all applicable governmental laws, ordinances, regulations, codes and permits in the conduct of its operations under this Agreement including, but not limited to, TSA regulations regarding products or procedures. E. Concessionaire’s Standards. Concessionaire shall submit to City a copy of its standards, plans and manuals for customer service and operation, at least thirty (30) days prior to Commencement Date, and as updated during the Term. Concessionaire shall ensure continuous adherence to Concessionaire’s own standards in addition to other standards as set forth herein. SECTION 6.14 COMPREHENSIVE MANAGEMENT OPERATIONS PLAN AND MANUAL. Concessionaire shall, within thirty (30) days of the effective date of this Agreement, prepare and submit to Director or designee for approval a Comprehensive Management Operations Plan and Manual (Operations Manual) for meeting Concessionaire's responsibilities under this Agreement, to include performance targets, goals and measures. Concessionaire shall maintain such Operations Manual during the Term of this Agreement and any extensions thereof pursuant to the following conditions: A. The Operations Manual shall include, but not be limited to, an identification of each of Concessionaire's performance responsibilities as set forth by this Agreement, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 50 of 97 and an identification of Concessionaire's other legal obligations, pursuant to applicable provisions of law and relevant to Concessionaire's performance at the Airport under this Agreement. B. The Operations Manual shall further include a comprehensive summary of the means, methods, procedures, and controls which Concessionaire will employ to satisfy its contractual obligations to City, as set forth in this Agreement, and to satisfy Concessionaire's other legal obligations, pursuant to applicable provisions of law and relevant to Concessionaire's performance at the Airport under this Agreement. C. The Operations Manual shall specifically include safety and emergency action plans for the employees of the Concessionaire’s facilities. D. This Agreement shall take precedence over the Operations Manual where any provision or interpretation of the Operations Manual is in any way inconsistent with the terms of this Agreement. E. Concessionaire shall review the Operations Manual frequently and thoroughly for needed revisions in response to changing conditions or for operational improvements. Concessionaire shall revise the Operations Manual periodically, as necessary, to reflect current operating procedures as approved by Director or designee. Revisions of the Operations Manual must be approved in writing by Director or designee prior to implementation by Concessionaire. F. Concessionaire shall incorporate and issue any revisions to the Operations Manual as Director or designee may specify to Concessionaire from time to time in writing. Should Concessionaire consider any such revisions to be in conflict with the terms of this Agreement, Concessionaire shall promptly inform Director or designee in writing of the potential conflict. Concessionaire agrees that in such event, the instructions of Director or designee shall be implemented for a minimum of ten (10) business days while awaiting a response and resolution from Director or designee unless such action would hazard the health or safety of the public or of Concessionaire’s employees, or result in Concessionaire’s violation of applicable laws or ordinances. In such case Concessionaire shall include such notification of potential hazard or violation of the law when initially informing Director or designee of the conflict or as soon as it is determined that such potential may exist. G. Concessionaire shall ensure that a current, complete, and correct copy of the Operations Manual is continuously maintained on file with Director or designee. H. Copies of the Operations Manual shall be kept constantly available on-site by Concessionaire for Concessionaire and City's reference and use, and shall be accessible to Concessionaire's employees during the Term of this Agreement, and any extensions thereof. To the extent that portions of the Manual might compromise revenue control or relate to other sensitive matters, such portions may DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 51 of 97 be withheld from copies provided for general use of employees. The specific material to be withheld from copies provided for general employee use shall be submitted for approval by Director or designee prior to issue of those copies. I. Concessionaire shall conform all issued copies of the Operations Manual, including any revisions, with the exception of the withholding of material (related to revenue control or other sensitive areas) from copies provided for general employee use, as previously described in this Section. SECTION 6.15 CLEANING AND ROUTINE MAINTENANCE A. General Obligations Concessionaire shall ensure that the Concession is maintained and operated in an optimal manner and that the Premises are kept in a safe, clean, orderly, and inviting condition always in a manner satisfactory to City. To comply with these requirements, Concessionaire must regularly review or cause to be reviewed the Premises and its operations at the Airport. B. Preventive and Routine Cleaning and Maintenance Program Concessionaire shall be responsible for preventive and routine cleaning and maintenance of all assets within the Premises, whether built by Concessionaire or City, from the commencement date through the expiration of the Term. No less than thirty (30) days prior to the opening of any portion of the Premises, Concessionaire shall establish a preventive and routine cleaning and maintenance program for the Premises, including but not limited to the list of items below. This maintenance program must meet or exceed the cleaning and maintenance requirements of the manufacture's equipment manuals a copy of which shall be provided at the request of the airport within ten (10) business day of the request. The provisions of the program shall be subject to the initial written approval of and periodic review by City. Upon request by City, Concessionaire shall provide City a written schedule of Concessionaire’s cleaning and maintenance program. For Concessions with terms greater than five (5) years and or extended or held over, in the fifth year of operation, the concessionaire agrees to hire a third-party cleaning company and conduct a full-store cleaning either during the overnight hours or close the store for 24 hours during the lowest passenger period of the year, as outlined in the Tenant Handbook. The extent of the cleaning and certification of the cleaning must be provided and agreed to in writing by City. 1. Janitorial Service. Concessionaire, at its own cost and expense in all Concession Spaces and Support Space locations. Concessionaire shall ensure that the Premises and the Common Use Areas adjacent to the Premises are kept clean and free from all rubbish and refuse. 2. Pest Control. Concessionaire, at its own cost and expense, is responsible for pest control within the Premises. Concessionaire will contract with a professional pest control service to provide pest control services on a regular DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 52 of 97 basis and at any other times as needed. Concessionaire will coordinate its pest control service with third parties as directed by City. Upon request, Concessionaire must furnish City a copy of its pest control contract, monthly service schedule, and monthly service reports. Concessionaire agrees to coordinate with City and other concessionaires to provide the most effective pest control services for the Airport. City, in its sole discretion, may elect to provide or contract for pest control services on Concessionaire’s behalf. If City elects to provide or contract for pest control services on Concessionaire’s behalf, Concessionaire covenants to pay its share of the cost of such services, in an amount determined by City. In such cases, Concessionaire must cooperate with City’s chosen pest control contractor. 3. Plumbing. Concessionaire, at its own cost and expense, shall provide routine plumbing services for the Premises in accordance with the Tenant Handbook. Concessionaire shall ensure that activities within the Premises do not damage or harm the central water, plumbing, and sewer infrastructure at the Airport. Concessionaire shall properly maintain all water hook-ups within the Premises. Concessionaire must furnish City a copy of its plumbing contract, monthly service schedule, and monthly service reports, as directed by City. Concessionaire agrees to coordinate with City and other concessionaires to provide the most effective plumbing services for the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. City, in its sole discretion, may elect to provide or contract for plumbing services on Concessionaire’s behalf. If City elects to provide or contract for plumbing services on Concessionaire’s behalf, Concessionaire covenants to pay its share of the cost of such services, in an amount determined by City. In such cases, Concessionaire must cooperate with City’s chosen plumbing Contractor. The plumbing facilities within the Premises and elsewhere in the Airport shall not be used for any purpose other than for the purposes for which they were constructed, and no foreign substance of any kind shall be thrown therein. The expense to repair any breakage, stoppage, or damage resulting from a violation of this paragraph, wherever the breakage, stoppage or damage occurs, shall be charged by City to Concessionaire, regardless of the cause. 4. Electricity. Concessionaire, at its own cost and expense, shall install and maintain an electric meter and a gas meter for each Concessions Location in accordance with the Tenant Handbook. Concessionaire, at its own cost and expense, shall install and maintain all power circuits and connections required for equipment and mechanical systems used within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central electricity or natural gas infrastructure at the Airport. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 53 of 97 Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 5. HVAC. Concessionaire, at its own cost and expense, shall install and maintain any ductwork and other HVAC connections for the Premises in accordance with the Tenant Handbook. Should the concessionaire add equipment to the Concession Space which increases heat in the space beyond the design of the central HVAC system of the airport, Concessionaire is required to add HVAC to accommodate the change in condition at their own expense. Concessionaire agrees to properly maintain the ductwork and other connections within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central HVAC infrastructure at the Airport. Subject to conditions beyond its control, City shall maintain under normal conditions a temperature adequate for comfortable occupancy according to the season; provided, that Concessionaire properly maintains the ductwork and other connections within or leading into the Premises and complies with the recommendations of City regarding reasonable occupancy and use of the Premises. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 6. Grease Removal Systems. If Concessionaire installs grease removal systems in addition to those provided and maintained by City and used only by Concessionaire, Concessionaire shall, at its own expense, regularly, but not less than four (4) times per year, check and clean its grease removal systems, whether located within the Premises or elsewhere in the Airport. Concessionaire agrees to properly maintain all installed grease removal systems within the Premises. Concessionaire must maintain the grease traps in accordance with the manufacturer's specifications to allow for the optimal efficiency in removing fats, oils, and grease from the waste stream before it enters the systems provided by City. Concessionaire must also maintain its used cooking oil/liquefied grease collection systems in accordance with the manufacturer's specifications to allow for optimum efficiency in the recovery, transfer, containment, and collection of used cooking oil/liquefied grease suitable for reclaim. Concessionaire shall ensure that activities within the Premises do not damage or harm the central grease removal infrastructure at the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. 7. Trash, Waste, and Refuse. Concessionaire, at its own cost and expense, shall comply with any Airport-wide waste diversion programs, including but not limited to recycling, composting, or any future programs for removal and disposal of all trash, waste and other refuse caused because of performance of this Agreement. Concessionaire shall use designated locations, containers and transport routes for trash, waste and refuse removal and disposal as set forth in the Tenant Handbook. Concessionaire may not place or leave or permit to be placed or left in or upon any part of the common areas or corridors adjacent to the Premises any trash, waste, or refuse. Concessionaire shall DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 54 of 97 ensure that storage, transportation, and disposal of all trash, waste, and other refuse does not damage or harm any structures or infrastructure at the Airport. 8. Lighting. Concessionaire, at its own costs and expense, shall install and maintain all lighting fixtures and wiring for general illumination of the Premises in accordance with the Tenant Handbook. Concessionaire agrees to properly maintain the lighting fixtures wiring used for general illumination within the Premises. Concessionaire shall ensure that activities within the Premises do not damage or harm the central electricity infrastructure at the Airport. Concessionaire shall coordinate and comply with the cleaning and routine maintenance recommendations of City. C. Routine Refurbishment On or about the commencement of each Agreement Year, representatives of City and Concessionaire shall tour the Premises and jointly agree upon what, if any, routine refurbishment is required to maintain the Premises in optimal condition. Concessionaire shall promptly undertake such refurbishment at its sole cost and expense. If Concessionaire and City cannot jointly agree upon the type and extent of routine refurbishment, City may determine, in its sole discretion, the routine refurbishment required for that Agreement Year. For purposes of this Section 6.15C only, “routine refurbishment” shall mean the routine repainting or redecoration of public areas within the Premises, including, but not limited to, the replacement or repair of worn carpet, tile, furniture, furnishings, fixtures or finishes. All Trade Fixtures, Leasehold Improvements, and furnishings that become worn, chipped, dented, or gouged, shall be repaired, or replaced by Concessionaire at Concessionaire's sole expense. The failure to timely undertake required refurbishment shall be grounds for the imposition of liquidated damages as provided in Article VII. D. Maintenance Personnel and Program Concessionaire covenants to employ or contract with sufficient personnel and provide necessary equipment to keep the Premises and all furniture, furnishings, fixtures, and equipment clean, neat, safe, sanitary, and in good working order and condition always pursuant to the maintenance requirements of this Agreement. E. City Sole Judge of Maintenance City shall be the sole and absolute judge of the quality of Concessionaire’s maintenance of the Premises. City or its representative may at any time, without notice, enter the Premises to determine if maintenance satisfactory to City is being performed. Performance by Concessionaire of maintenance pursuant to a written maintenance plan previously approved by City shall be conclusive evidence of satisfactory maintenance unless City determines that there is a present danger or safety hazard within the Premises. If City determines that maintenance is not satisfactory, City shall notify Concessionaire in writing. Concessionaire will perform the required maintenance, to City’s satisfaction, within fifteen (15) days after receipt of written notice or City or its DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 55 of 97 representative shall have the right to enter upon the Premises and perform the maintenance. However, where unsatisfactory maintenance threatens the safety, health, or welfare of the traveling public and/or Airport’s facilities, Concessionaire shall immediately perform the maintenance. Where City or its representative performs maintenance, Concessionaire agrees to promptly reimburse City for the cost thereof, plus an administrative fee of fifteen percent (15%) of the maintenance costs without prior quote. F. Emergency Repairs In the event of an emergency repair is required, Concessionaire shall notify City of the repair situation as soon as possible. Following such notice, City may inspect the repair work and require alterations if the repair is not satisfactory to City. In the event of an after- hours emergency repair, Concessionaire agrees City shall have the right to enter any affected portion of the Premises and preform the emergency repair. Concessionaire covenants to promptly pay to City the costs associated with any after-hours emergency repair. All emergency repairs requiring shutdown of any Airport system or utility require prior written approval of City. If any emergency repair affects other tenants at Airport, City may, at in its sole discretion, fix the problem immediately and invoice Concessionaire. Concessionaire covenants to promptly pay to City any proportional costs of emergency repairs completed by City, which Concessionaire may have contributed to the cause of the incident. SECTION 6.16 COMMON MAINTENANCE City shall be responsible for common maintenance of the following central systems located throughout Airport, except for assets, connections, or systems located within the Premises. Concessionaire waives all claims against City for performance of common maintenance at Airport. A. Electricity Systems City will furnish normal and reasonable quantities of electricity and gas to the Premises. Concessionaire covenants to pay to City, Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. City will clean, maintain, and repair, for the benefit of Concessionaire, central electricity, and natural gas systems at Airport. B. HVAC Systems City will furnish normal and reasonable quantities of central air from the central HVAC system at Airport to the Premises and all necessary power and electricity for such central air circulation. City will maintain under normal conditions a temperature adequate for comfortable occupancy according to the season. City will clean, maintain, and repair, for the benefit of Concessionaire, central HVAC infrastructure and systems at Airport. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 56 of 97 C. Life Safety Systems City will maintain and repair, for the benefit of Concessionaire, life safety systems at Airport. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such maintenance and repair, in an amount determined by City. D. Sanitary Sewer System City will furnish water from the central water source to the Premises in reasonable quantities; provided that Concessionaire must comply with all water conservation programs in effect or as adopted. City will clean, maintain, and repair, for the benefit of Concessionaire, central water, plumbing, and sewer infrastructure and systems at Airport. Concessionaire covenants to pay to City, Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. E. Trash, Waste and Refuse City reserves the right, if deemed to be in its best interests, to provide trash, waste and other refuse receptacles and pick up services. Concessionaire shall be solely responsible for removing all trash, waste, and recycling from each Premises location to the allotted area. Concessionaire covenants and agrees to participate in any Airport-wide trash, waste, and other refuse removal, disposal, or recycling program for any type of trash, waste, and refuse at its own cost. In the event, City elects to provide these services on behalf of Concessionaire, Concessionaire covenants to pay its share of the cost of such trash, waste and other refuse removal, disposal, and recycling services, in an amount determined by City. F. Exterior Windows and Structures City will clean, maintain, and repair, for the benefit of Concessionaire, exterior windows, and all structural parts of the Airport. City’s maintenance shall include exterior glass, walls, and roof but specifically excludes Concessionaire Improvements and Trade Fixtures. Concessionaire covenants to pay to City Concessionaire’s share of the costs of such cleaning, maintenance, and repair, in an amount determined by City. SECTION 6.17 PAGING, AUDIO, VIDEO SYSTEMS AND FREQUENCY PROTECTION If Concessionaire installs, with City’s approval, any type of radio transceiver or other wireless communications equipment, Concessionaire will provide frequency protection within the aviation air/ground VHF frequency band and the UHF frequency band in accordance with restrictions promulgated by the FAA for the vicinity of FAA Transmitter or Receiver facilities. City requires Concessionaire to submit a completed FAA Form 7460-1 (Notice of Proposed Construction or Alteration) and receive FAA approval prior to installation based upon the notice to file requirements under 14 CFR Part 77. Frequency protection will also be provided for all other frequency bands operating in the vicinity of Concessionaire’s equipment. If frequency interference occurs because of Concessionaire’s installation, City reserves the right to shut down Concessionaire’s DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 57 of 97 installation until appropriate remedies to the frequency interference are made by Concessionaire. Remedies may include relocation of Concessionaire’s equipment to another site. The cost to remedy the frequency interference will be solely at Concessionaire’s expense. Concessionaire acknowledges and accepts that any paging or audio systems installed by Concessionaire may be used by City to announce any notification or emergency at the Airport. City shall not be liable to Concessionaire for any use of the paging or audio systems installed by Concessionaire. SECTION 6.18 PROHIBITED ACTS Unless approved in writing in advance by City, in its sole discretion, Concessionaire shall not install or permit to be installed coin-operated vending machines on the Premises. Concessionaire will not place excessive loads on the walls, ceilings, and floor or pavement areas of Airport and will repair any area damaged by excessive loading to the satisfaction of City. Unless approved in writing in advance by City, in its sole discretion, Concessionaire will not permit the active display or operation on the Premises of any display that flies, flashes, or emits a noise or odor. Unless approved in writing in advance by City, in its sole discretion, Concessionaire will not keep or display any merchandise on or within, or otherwise obstruct, any part of the Airport outside of the Premises. Concessionaire shall keep all service corridors, hallways, stairways, doorways, or loading docks leading to and from the Premises free and clear of all obstructions. Concessionaire will not interfere or permit interference with the use, operation, or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical or other systems installed or located from time to time at the Airport. Concessionaire will not do or permit to be done anything that may interfere with free access and passage on the Premises or the public areas adjacent thereto, or hinder police, firefighters, or other emergency personnel in the discharge of their duties. Further, Concessionaire shall not do or permit to be done anything that might interfere with the effectiveness or accessibility of elevators or escalators in or adjacent to the Premises, including lines, pipes, wires, conduits, and equipment connected with or appurtenant thereto. Concessionaire shall not place any additional lock of any kind upon any window or interior or exterior door in the Premises or make any change in any existing door or window lock or the mechanism thereof, unless a key therefor is maintained on the portion of the Premises were furnished to or otherwise procured by Concessionaire. If any keys furnished to Concessionaire by City are lost, Concessionaire shall pay City, on demand, the cost for replacement thereof. Concessionaire will comply with and conform to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 58 of 97 Concessionaire or Concessionaire's operations and activities under this Agreement. In the event Concessionaire fails to adhere to all present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies of competent jurisdiction that apply in any manner to Concessionaire or Concessionaire's operations and activities under this Agreement or fails to prevent any other of the prohibited acts set forth in this Section, City may collect liquidated damages as set forth in this Agreement until such prohibited act is ended. Payment of liquidated damages will be due within fifteen (15) days from the date of invoice. Moreover, if the prohibited act is not corrected as directed by City, City or its representative shall have the right to enter upon the Premises and take corrective action, and Concessionaire agrees to promptly reimburse City for any related costs, plus an administrative fee equal to fifteen percent (15%) of the corrective action costs. ARTICLE VII. FAILURE TO COMPLY WITH PERFORMANCE/OPERATING STANDARDS SECTION 7.01 VIOLATIONS Concessionaire acknowledges City’s objective to provide the public and air travelers with the level and quality of service as described herein. Accordingly, City has established a series of liquidated damages, as set forth in the Tenant Handbook that it may assess, in its sole discretion, as liquidated damages for various violations of the provisions of this Agreement, the Tenant Handbook, and/or City’s Rules and Regulations. Concessionaire and City agree that the damages set forth herein are reasonable estimates of the significant but difficult to predict harm, and Concessionaire further agrees to pay to City such liquidated damages in accordance with the rates or in the amounts specified herein upon each occurrence of the specified violation or written demand by City. City will, in its sole discretion, determine the classification of each violation as per day or per occurrence. Concessionaire further acknowledges that the liquidated damages are not exclusive remedies and City may pursue other additional remedies as allowed for in this Agreement and/or at law, in City’s sole discretion. City’s waiver of any payment provided for in this Section shall not be construed as a waiver of the violation or Concessionaire’s obligation to remedy the violation. SECTION 7.02 MULTIPLE VIOLATIONS Except for violations of requirements regarding construction, health and safety, delivery and vendor access infractions, liquidated damages for which shall accrue and be assessed immediately and without notice upon violation, all other liquidated damages shall accrue immediately and assessed as follows: A. For the first and second violation of a requirement during any twelve (12) month rolling year, City will provide notice to Concessionaire to correct the violation within thirty (30) days or other the time specified in the notice. After the time specified by City for cure, liquidated damages shall be assessed until the violation is corrected by Concessionaire. In the event, the violation is not corrected within thirty (30) days of the time specified by City for cure, then such violation will be treated as a breach DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 59 of 97 of this Agreement entitling City the right to seek any other remedies available under this Agreement including, but not limited to, termination. B. For the third and subsequent violations of the same requirement during any twelve (12) month rolling year commencing upon the first notice of violation, the liquidated damage shall be immediately assessed with no grace period. C. Further, after two (2) violations of the same requirement within any twelve (12) month rolling year, City reserves the right, in its sole discretion, to deem the repeated violations a material breach of this Agreement and to seek any other remedies available to it under this Agreement including, but not limited to, termination of this Agreement. D. For those violations where a plan is required to correct the violation, then Concessionaire and City shall develop such plan, including a time schedule under which resolution can be achieved. SECTION 7.03 SECTION PAYMENT Payment of liquidated damages will be due within fifteen (15) days from the date of invoice. ARTICLE VIII. FEDERAL AID REQUIREMENTS SECTION 8.01 NON-DISCRIMINATION Concessionaire covenants it will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are attached hereto and herein incorporated as Appendix D. Concessionaire covenants, regarding the work performed under this Agreement, it 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. Concessionaire covenants it will not participate directly or indirectly in the discrimination prohibited by any federal acts and or regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. In all solicitations, either by competitive bidding, or negotiation made by Concessionaire 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 Concessionaire of the Contractor’s obligations under this Agreement and the Federal Acts and Regulations relative to Non-discrimination on the grounds of race, color, or national origin. Concessionaire covenants it will provide all information and reports required by the Federal Acts, 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 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 60 of 97 determined by City or the FAA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Concessionaire is in the exclusive possession of another who fails or refuses to furnish the information, Concessionaire will so certify to City or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. In the event, of Concessionaire’s noncompliance with the non-discrimination provisions of this Agreement, City will impose such sanctions as it or the FAA may determine to be appropriate, including, but not limited to: A. Withholding payments to Concessionaire under this Agreement until the Concessionaire complies. B. Cancelling, terminating, or suspending this Agreement, in whole or in part, and re- enter the Premises as if this Agreement had never been made or issued. This provision will not be effective until the procedures of 49 CFR Part 21 are followed and completed, including exercise or expiration of appeal rights. Concessionaire covenants it will include the provisions of this section in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Federal Acts, Regulations and directives issued pursuant thereto. Concessionaire covenants it will act with respect to any subcontract or procurement as City or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Concessionaire becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Concessionaire may request City to enter into any litigation to protect the interests of City. In addition, Concessionaire may request the United States to enter into the litigation to protect the interests of the United States. Further, in connection with the performance of work under this Agreement, Concessionaire agrees not to refuse to hire, discharge, promote, demote, or to discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, color, religion, national origin, gender, age, military status, sexual orientation, gender variance, marital status, and/or physical and mental disability. Concessionaire further agrees to insert the foregoing provision in all subcontracts hereunder. SECTION 8.02 CITY’S AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) POLICY As a condition of eligibility for financial assistance from the FAA, City developed and implemented an Airport Concession Disadvantaged Business Enterprise (ACDBE) Policy and Program for the Airport. The ACDBE Program was developed and implemented in accordance with the U.S. Department of Transportation’s (DOT) Final Rule 49 CFR Part 23. Director or designee is responsible for compliance with all aspects of the ACDBE program. The City of Fresno, DBE Coordinator has established ACDBE program goals DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 61 of 97 for the Airport and may also establish ACDBE concession specific goals as a percentage of annual Gross Receipts/Revenues for this Agreement. The applicable concession specific ACDBE program’s goal, if any, is stated in this Agreement. The stated goal was included in a competitive solicitation process in which Concessionaire was recommended to operate in the Premises. During that process, Concessionaire submitted its required Exhibit E to meet the ACDBE program’s goal. The Airport found the required Exhibit E to be responsive and thus, required Exhibit E is attached to this Agreement. During the Term of this Agreement, Concessionaire agrees that it shall in good faith make every effort to meet the stated ACDBE program’s goal. To carry out its ACDBE program responsibilities as they are described in this Agreement and in the required Exhibit E, Concessionaire agrees to assign this responsibility to a high-level company official accountable directly to Concessionaire’s chief executive officer. Concessionaire acknowledges that if its actions or failure to act violates its ACDBE program responsibilities under this Agreement or the ACDBE regulations of the DOT as they may be adopted or amended from time to time, such actions shall constitute a material breach by Concessionaire of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. SECTION 8.03 ACDBE NON-DISCRIMINATION A. Concessionaire and any subcontractor of Concessionaire will not discriminate based on race, color, national origin, or sex in performance of this Agreement. Concessionaire will carry out applicable requirements of 49 CFR Part 23 and 26 in the award and administration of agreements. Failure by Concessionaire to carry out these requirements is a material breach of this Agreement, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. B. This Agreement is subject to the requirements of the DOT’s regulations 49 CFR Part 23 and 26. Concessionaire agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23 and 26. Concessionaire agrees to include the statements in the above paragraphs in any subsequent concessions agreement or contracts covered by 49 CFR Part 23 and 26 that it enters and cause those businesses to similarly include the statements in further agreements. SECTION 8.04 ACDBE PARTICIPATION AND COMPLIANCE A. ACDBE Goal Concessionaire agrees that it will provide for a level of ACDBE participation in this Agreement equal to or greater than {insert amount stated in Concessionaire’s response} thirteen percent (13%) of the total annual Gross Receipts/Revenues, or clearly DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 62 of 97 demonstrate in a manner acceptable to City its good faith efforts to do so. Concessionaire will contract with those ACDBEs as identified in Exhibit E for each ACDBE presented with Concessionaire’s Response and approved by City, or such other ACDBEs certified with City and as may be approved by City. Concessionaire is required to make good faith efforts to explore all available options to meet the goal to the maximum extent practicable through direct ownership arrangements with ACDBEs. Concessionaire shall not take any action during the Term of this Agreement that may have a materially negative impact upon the Concessionaire’s ability to meet its stated ACDBE program goal. B. ACDBE Termination and Substitution Concessionaire will not terminate an ACDBE for convenience without City's prior written consent. If an ACDBE is terminated by Concessionaire with City's consent or, if an ACDBE fails to complete its work on this Agreement for any reason, Concessionaire must make good faith efforts, in accordance with the requirements of 49 CFR Part 23.25(e) (1) (iii) and (iv), to find another ACDBE to substitute for the original ACDBE to provide the same amount of ACDBE participation. Concessionaire shall forthwith submit to the Airport and to the Director or designee a modified ACDBE Good Faith Effort together with a written request for review and approval, setting forth the circumstances in sufficient detail and with appropriate documentation to explain the necessity for the change. In every case, Concessionaire shall substitute a City certified ACDBE, and if it cannot, then Concessionaire shall be required to document that it made good faith efforts to do so. C. Reporting Requirements No later than fifteen (15) days after the end of each calendar month during the Term, Concessionaire will submit to Airport, in Airport’s online system or on Airport’s monthly ACDBE Utilization Report form, a report of Concessionaire’s total Gross Receipts/Revenues during the month and the total dollar value of Gross Receipts/Revenues earned by an ACDBE under this Agreement or the total dollar value of goods and services purchased or leased from each ACDBE during the month, in each case calculated in accordance with the requirements of 49 CFR Part 23. If any reported ACDBE participation is from the purchase and/or lease of goods and services, Concessionaire must submit to Airport, on Airport’s monthly ACDBE Utilization Report form, a report of the total dollar value of goods and services procured by the Concessionaire from ACDBE and non-ACDBE (non-minority/woman- owned) firms. Whenever a Joint Venture is used to meet ACDBE program goals, Concessionaire shall submit to Airport an annual financial statement for the preceding year indicating compensation, profit sharing, capital contributions of ACDBE partners, or any other financial information as requested by Airport relevant to determining ACDBE program compliance. Concessionaire shall also disclose annually the ACDBE partner’s management involvement and its role in decision making. The annual financial statement shall be on a form satisfactory to Airport and delivered to Airport no later than ninety (90) days of the following year. Concessionaire further agrees to submit any other report(s) or information that City is required by law or regulation to obtain from Concessionaire, or DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 63 of 97 which the Director of Aviation or designee may request relating to Concessionaire’s operations. D. Monitoring Airport will monitor the compliance and good faith efforts of Concessionaire in meeting the requirements of this Article. Concessionaire covenants to grant City and Airport access to the necessary records to examine such information as may be appropriate for the purpose of investigating and determining compliance with this Article , including, but not limited to, records, records of expenditures, contracts between Concessionaire and the ACDBE program participants, and other records pertaining to the ACDBE program participation plan, which Concessionaire will maintain for a minimum of three (3) years following the termination of this Agreement. Concessionaire covenants to grant City and Airport site access to each Concession Location under this Agreement for purposes of Airport monitoring. The extent of ACDBE program participation will be reviewed prior to the exercise of any renewal, extension, or material amendment of this Agreement to consider whether an adjustment in the ACDBE program requirement is warranted. Without limiting the requirements of this Agreement, City reserves the right to review and approve all sub-leases or subcontracts utilized by Concessionaire for the achievement of these goals. E. Prompt Payment Concessionaire agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than ten (10) calendar days from the receipt of each invoice and acceptance of work or services. Concessionaire agrees further to release retainage payments to each subcontractor within ten (10) calendar 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 City. This clause applies to both Minority/Women Business Enterprise / Small Business Enterprise (MWBE/SBE) and non-MWBE/SBE subcontractors. F. Other Requirements Concessionaire agrees to comply with Federal, State, and Local Disadvantaged Business Programs as fully set forth in Exhibit E. Concessionaire’s failure to comply with Federal, State, and Local Disadvantaged Business Programs shall constitute a material breach by Concessionaire of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. G. Non-Compliance In the event of Concessionaire’s non-compliance with the ACDBE program or failure to meet the ACDBE program goal set forth in Section 8.03(A), or to demonstrate a good faith effort to do so, City may, in addition to pursuing any other available legal remedy, terminate, suspend or cancel this Agreement in whole or in part; and/or suspend or debar Concessionaire from eligibility to contract with City in the future or to receive bid packages or request for proposal packages or other solicitations, unless Concessionaire DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 64 of 97 demonstrates, within a reasonable time as determined by City, its compliance with the terms of the ACDBE program or this Article or its good faith efforts to comply. ARTICLE IX. CONSTRUCTION AND CAPITAL INVESTMENT SECTION 9.01 CONSTRUCTION BY CONCESSIONAIRE Concessionaire shall not make any improvements or modifications, do any construction work on the Premises, or alter, modify, or make additions, improvements, replacements, or repairs, except emergency repairs, to any structure now existing or built without prior written approval of City. Concessionaire shall not install any fixtures, other than Trade Fixtures, without the prior written approval of City. In the event, that any construction, improvement, alteration, modification, addition, repair, excluding emergency repairs, or replacement is made without City approval, or done in a manner other than as approved, City may, at its discretion, (i) terminate this Agreement in accordance with the provisions herein; or (ii) require Concessionaire to remove the same; or (iii) require Concessionaire to change the same to the satisfaction of City. In case of any failure on the part of Concessionaire to comply, City may, in addition to any other remedies available to it at law or in equity, effect the removal or change referenced above in this Section and Concessionaire shall pay the cost thereof to City plus fifteen percent (15%) of the costs for administration. SECTION 9.02 DESIGN AND CONSTRUCTION STANDARDS In its design and construction work on the Premises, Concessionaire will fully comply with the standards and development guidelines in the Tenant Handbook. City reserves the right to amend Tenant Work Permit Handbook during the Term. Concessionaire covenants to comply with Tenant Work Permit Handbook in effect as of the date of any construction it undertakes. SECTION 9.03 INITIAL CAPITAL INVESTMENT As a valuable consideration for City entering into this Agreement, but not as a payment of rent or a form of consideration for the right to occupy space at the Airport, but rather to relieve City from making expenditures for Premises occupied by Concessionaire for the Term of this Agreement, Concessionaire’s Capital Investment expended in the initial construction, furnishing and equipping of the Premises shall not be less than the Minimum Capital Investment set forth in the Response to the Request for Proposals, attached hereto and incorporated herein as Exhibit A. If the actual Capital Investment, as certified by the Concessionaire, is less than the Minimum Capital Investment, Concessionaire agrees to pay to City, within thirty (30) days of such determination, the difference between the actual Capital Investment and the Minimum Capital Investment. However, if the actual Capital Investment, as certified by Concessionaire, is less than the Minimum Capital Investment and Concessionaire delivers to City the initial construction, furnishings, and equipment of the Premises, as reflected in the Approved Project, City agrees to waive its right to the difference between the actual Capital Investment and Minimum Capital Investment. Any amounts paid to City because of this provision shall not be deemed a DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 65 of 97 Capital Investment for any purpose under this Agreement nor shall it be deemed payment of any rent or other fees due under this Agreement. SECTION 9.04 DEVELOPMENT SCHEDULE The parties shall work in good faith to agree upon a date by which Concessionaire must submit to City, for its approval, a proposed schedule that sets forth the following for each of the Concession Locations: A. The anticipated date(s) of design submittals and reviews for each Concession Location. B. Concessionaire’s plan for temporary concessions locations to optimally service passengers during development and construction. C. The anticipated Space Turnover Date(s) for each Concession Location. D. The anticipated date of Substantial Completion of each Approved Project. E. The anticipated opening date(s) for each Concession Location. F. The expected Premises Completion Date for the entire Premises. Upon approval by City, the Development Schedule will be attached hereto as Exhibit D, Development Schedule, and will be confirmed by letter executed by the Director or designee, without need for formal amendment to this Agreement. If for any reason City does not deliver possession of a Concession Location to Concessionaire on or after the approved Space Turnover Date, City shall not be subject to any liability therefor. Such failure to deliver possession of a Concessions Location by the time provided in the Development Schedule will not give rise to any claim for damages by Concessionaire against City or against City’s contractor; nor shall such failure affect the validity of this Agreement or Concessionaire’s obligations hereunder. Additionally, the Required Opening Date(s) and expected Premises Completion Date, as stated in the Development Schedule, shall be adjusted on a day-for-day extension basis. SECTION 9.05 SUBMITTAL AND APPROVAL OF PLANS A. Submittal of Plans Prior to Concessionaire’s commencement of any construction activities on the Premises at any time during the Term, Concessionaire shall submit plans and specifications that conform to all the requirements of Tenant Handbook to City for review and approval. No construction work shall commence until City has approved the plans and specifications and has issued a Notice to Proceed. Concessionaire shall submit plans and specifications, in the form and number identified in Tenant Handbook, for each of the Concession Locations and Support Spaces in accordance with the Development Schedule. City will review and respond to submittals of plans and specifications within ten (10) days or provide notice to Concessionaire that the review time has been extended. In the event of disapproval by City of any portion of any submittal of plans and specifications, Concessionaire shall promptly make modifications and revisions and re-submit for approval by City. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 66 of 97 B. Disclaimer of Compliance with Laws or Codes The approval by City of any plans and specifications refers to the conformity of such plans and specifications to City standards. Approval of any plans and specifications by City does not constitute its representation or warranty as to their conformity with applicable laws, statutes, codes, or permits and responsibility therefore always remains with Concessionaire. C. Approvals Extend to Architectural and Aesthetic Matters Required approval of City will extend to and include architectural and aesthetic matters. City reserves the right to reject any designs submitted by Concessionaire and to require Concessionaire, at Concessionaire’s expense, to make modifications and revisions and to resubmit designs until designs are deemed acceptable and subsequently approved in writing by City. D. Design and Permitting Concessionaire shall be responsible, at its sole cost and expense, for the costs of design and permitting of all improvements within the Premises and shall not commence any work with respect to an Approved Project until all governmental permits and approvals with respect to the Approved Project have been obtained. At no cost or liability to City, City shall cooperate in all reasonable respects with Concessionaire’s efforts to obtain such permits and approvals, which cooperation shall include, without limitation, the execution of such instruments as may be required by governmental authorities for Concessionaire to apply for and obtain such permits and approvals. SECTION 9.06 CONSTRUCTION Concessionaire shall, at its own cost and expense, commence construction of an Approved Project within ten (10) days of the later to occur of: (i) the Space Turnover Date stated in the Notice to Proceed for such Approved Project; or (ii) receipt of all permits. Concessionaire agrees that all construction work to be performed, including all workmanship and materials, shall be of optimal quality and in accordance with the Approved Project and the Development Schedule. All construction shall be performed in accordance with the requirements of this Agreement, the Tenant Handbook, and all applicable laws, regulations, ordinances, codes and permits. City and its designees shall have the right from time to time to inspect each Approved Project. Concessionaire must complete an Approved Project and open for business no later than the Required Opening Date, for initial construction, and the Required Completion Date for all other Approved Projects, as set forth in the Notice to Proceed for the Approved Project, subject to any extensions that may be approved by City. Concessionaire acknowledges that if it fails to open for business by the Required Opening Date or Required Completion Date, the delay may cause City to suffer substantial damages that are extremely difficult to ascertain or prove. Therefore, if Concessionaire fails to either complete the Approved Project or open the Concession Location for business by the Required Opening Date or Required Completion Date, the following will apply: DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 67 of 97 A. Concessionaire shall pay liquidated damages to City, as set forth in Article VII, from the Required Completion Date until the date on which the Concession Location opens to the public for business. B. If the Concession Location is not open for business within thirty (30) days after the Required Completion Date, the failure is an Event of Default (as defined in Section 12.01) and City has the right to exercise all remedies herein, at law or in equity, including but not limited to, the option to terminate this Agreement or to remove the applicable Concession Location from the Premises. Notwithstanding the foregoing, the Parties agree that any delay in construction of any improvements due to force majeure or acts solely attributable to City shall extend the Required Opening Date and/or Required Completion Date for an Approved Project. Additionally, the initial Premises Completion Date, as stated in the Development Schedule, shall be extended if affected by such event, in City’s sole discretion. City shall have no liability to Concessionaire for compensation or damages for any such delay. SECTION 9.07 COMPLETION OF CONSTRUCTION For each Approved Project, Concessionaire shall conform to project closeout activities set forth in Tenant Handbook. Concessionaire further agrees that it shall deliver to City within one hundred (120) days of the Premises Completion Date the following: A. As Built record documents (in a form(s) acceptable by the Airport) of the construction, additions and other modifications constructed by Concessionaire on the Premises. Any Airport maintained assets or systems shall be fully connected and include system and equipment loads on and all facility information. Concessionaire shall provide connections and service loads at the point of connection to all Airport systems. During the Term, Concessionaire shall keep said documents current, with all changes or modifications made by Concessionaire in or to the Premises or additions thereto. Documents shall be forwarded to Airport upon request within fourteen (14) calendar days. B. A statement certified by Concessionaire’s chief financial officer specifying the final Capital Investment and final design related to each of the Approved Project(s) with the level of detail as requested by City. This includes an amortization schedule of the initial Capital Investment. C. A certification that construction has been completed in accordance with the approved plans and specifications and in compliance with all laws and other governmental rules, regulations, and orders, including but not limited to City of Fresno, State of California. D. Certified proof demonstrating that no liens exist on the Premises, including but not limited to, a waiver of lien from all construction contractors and signed releases from all subcontractors that indicate receipt of payment in full for all work performed or Trade Fixtures delivered. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 68 of 97 SECTION 9.08 TITLE TO IMPROVEMENTS All leasehold improvements made to the Premises by Concessionaire, and any additions and alterations thereto made by Concessionaire, including approved changes and renovations that are affixed to the realty, shall become the property of City upon their completion and acceptance by City. SECTION 9.09 SIGNAGE Subject to the terms and conditions of Section 9.05, Concessionaire shall have the right to install and maintain signs on the Premises, provided that the design, installation, and maintenance of all signs shall be subject to the terms of this Section and comply with the Tenant Handbook. Concessionaire further acknowledges City’s desire to maintain a high level of aesthetic quality in all concession facilities throughout the Airport. Therefore, Concessionaire covenants and agrees that in the exercise of its privilege to install and maintain appropriate signs on the Premises, as provided herein, it will submit to City, for its review and approval, the size, design, content, construction, or fabrication and intended location of each and every sign it proposes to install on or within the Premises. Concessionaire shall not install signs of any type on or within the Premises without prior written approval of City, which approval shall not be unreasonably withheld or denied if the proposal is in compliance with the Tenant Handbook and all other present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies. SECTION 9.10 ANNUAL REFURBISHMENT In addition to the ongoing, routine maintenance described in Section 6.15, Concessionaire shall, at its sole cost and expense, commence Annual Refurbishment. Concessionaire shall expend a minimum of half of 1 percent (0.5%) of total Gross Revenues, commencing in the fourth year of the Term of this Agreement and occurring annually, for refurbishment of the Premises. Concessionaire shall submit to the City on January 1 of each of these Years of the Term, a schedule of refurbishments and improvements to be completed by Concessionaire in the Assigned Premises for the subsequent Year. Such refurbishment shall include painting and repair attributable to ordinary wear and tear, and as to the extent required replacement of furnishings and fixtures. Such refurbishment shall be required to be spent on those areas visible to and utilized by the customer (i.e.; "selling area"). Concessionaire, if applicable, shall provide documentation of such annual refurbishment and improvement expenditure to the City within thirty (30) calendar days of the earlier of (i) completion of such refurbishment or (ii) the end of the Year. In addition to the required Annual Refurbishment, Concessionaire shall refurbish the Assigned Premises promptly upon the observation of any damage or deterioration of the original materials/workmanship or as reasonably required by the Director. Failure to complete any required refurbishment within the time specified by the director shall be in default under this Agreement, and in addition to all other remedies available under this Agreement, Concessionaire shall pay, as Liquidated Damages, One Hundred and No Cents ($100.00) per day until such required refurbishment is completed. Concessionaire agrees and acknowledges that the failure to refurbish is detrimental to DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 69 of 97 the image of the Facilities and results in lost percentage rent, the exact loss and injury is extremely difficult to fix. Therefore, the parties agree that the above-described amount represents a fair and reasonable estimate of the monetary losses and damages incurred by the City. ARTICLE X. DISCLAIMER OF LIENS The interest of City in the Premises will not be subject to liens for any work, labor, materials, or improvements made by or for Concessionaire to the Premises, whether the same is made or done in accordance with an agreement between City and Concessionaire. It is specifically understood and agreed by Concessionaire that in no event will City or the interest of City in the Premises be liable for or subject to any mechanic’s, laborers or materialmen’s liens for materials furnished, improvements, labor or work made by or for Concessionaire to the Premises. Concessionaire is specifically prohibited from pledging, liening, or otherwise encumbering any assets located at the Airport or any interest in this Agreement without prior, written approval by City. Concessionaire is specifically prohibited from subjecting City's interest in the Premises to any mechanic’s, materialmen’s, or laborers’ liens for improvements made by or for Concessionaire or for any materials, improvements or work for which Concessionaire is responsible for payment. Concessionaire will indemnify, defend, and hold City harmless for any expense or cost associated with any lien or claim of lien that may be filed against the Premises or City, including attorney fees incurred by City. Concessionaire will provide notice of this disclaimer of liens to all contractors or subcontractors providing any materials or making any improvements to the Premises. In the event any construction, mechanic’s, laborer’s, materialmen’s or other lien or notice of lien is filed against any portion of the Premises for any work, labor or materials furnished to the Premises, whether or not the same is made or done in accordance with an agreement between City and Concessionaire, Concessionaire will cause any such lien to be discharged of record within thirty (30) days after notice of filing thereof by payment bond or otherwise or by posting with a reputable title company or other escrow agent acceptable to City, security satisfactory to City to secure payment of such lien, if requested by City, while Concessionaire contests to conclusion the claim giving rise to such lien. ARTICLE XI. MAINTENANCE UTILITIES AND REPAIRS SECTION 11.01 CONCESSIONAIRE’S MAINTENANCE OBLIGATIONS Except for such maintenance of the Premises as is to be provided by City hereunder, Concessionaire shall, at its own cost and expense, maintain the Premises and every part thereof, including Trade Fixtures and/or personal property, in good appearance and repair, in a safe and optimal condition, and in accordance with this Agreement. Concessionaire shall maintain, repair, replace, paint, or otherwise finish all Leasehold Improvements within the lease lines of the Premises, including, without limitation, walls, partitions, floors, ceilings, windows, doors, glass and all furnishings, fixtures, and equipment therein, whether installed by Concessionaire or by City. All the maintenance, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 70 of 97 repairs, finishing and replacements shall be of quality equal to or better than the original in materials and workmanship. All work, including finishing colors, shall be subject to the prior written approval of City. Concessionaire’s compliance obligations shall include, without limitation, the obligation to make substantial repairs and alterations to the Premises (including any initial capital improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Agreement, the length of the then remaining Term hereof, the relative benefit of the repairs to Concessionaire or City, the degree to which curative action may interfere with Concessionaire’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Concessionaire’s particular use of the Premises. If it is determined that the maintenance is not in compliance with this Agreement, City shall so notify Concessionaire in writing. If the maintenance required to be performed as provided in City’s notice to Concessionaire is not commenced by Concessionaire within five (5) days after receipt of notice, or is thereafter not diligently executed to completion, City or its representative shall have the right to enter upon the Premises and perform the maintenance, and Concessionaire agrees to promptly reimburse City for the cost thereof, plus an administrative fee equal to fifteen percent (15%) of the maintenance costs. Concessionaire covenants and agrees that nothing shall be done or kept in the Premises that might impair the value of City’s property or that would constitute waste. Any hazardous or potentially hazardous condition on the Premises shall be corrected immediately upon receipt of a verbal or written notice from City. At the sole discretion of City, Concessionaire shall close the Premises or affected portion thereof until the hazardous or potentially hazardous condition is corrected. Concessionaire covenants to comply with all present and future laws, orders, and regulations, including any rules, regulations and procedures promulgated by City regarding City provided maintenance within the Airport. When any system for City provided maintenance is put in place that can allocate to Concessionaire its proportional share of the cost, Concessionaire must pay its proportional share of the actual costs. SECTION 11.02 CITY’S MAINTENANCE AND UTILITY OBLIGATIONS City shall provide structural maintenance of the Airport and, except as provided below, maintain, and repair the exterior windows and walls of the Premises in the Airport. However, maintenance of all interior and exterior walls constructed or remodeled by Concessionaire shall be Concessionaire’s responsibility. Further, if City establishes Common Maintenance Services at the Airport, including but not limited to those services identified in this Agreement, Concessionaire convents to pay its proportionate share of the Common Maintenance Services provided by City. City provides utility mains and lines throughout the Airport. Concessionaire, at its sole cost, shall tie into the utility mains and lines at the locations as specified by City. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 71 of 97 Supplemental heated or cooled air, electrical or other utilities required by Concessionaire more than what is customarily available in the Airport will be, if approved by City, at the expense of Concessionaire. City may, at City’s sole discretion, maintain the utilities within the Premises and in doing so shall be permitted to enter upon the Premises at all times to make any repairs, replacements, and alterations when and as may, in the opinion of City, be deemed necessary. Furthermore, Concessionaire will permit City or its representatives’ access to construct or install over, on, in, or under the Premises, new systems, pipes, lines, mains, wires, conduits, ducts and equipment; provided, however, that City shall exercise such right in a manner that minimizes interference with Concessionaire’s operations. Moreover, during an emergency, City, or its agents, may enter the Premises forcibly, if necessary. No such reasonable entry by or on behalf of City shall constitute or cause a termination of this Agreement by Concessionaire. City agrees that it will always maintain and keep utility mains and lines in good repair in the Airport and all appurtenances, facilities, and services now or hereafter connected therewith. Concessionaire understands, accepts, and agrees that City shall not be liable for Concessionaire's loss for failure to supply any utility services. City reserves the right to temporarily discontinue utility services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of City and causes City to be unable to furnish such utility services. City shall not be liable for damages to persons or property for any such discontinuance due to causes beyond the control of City, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release Concessionaire from any of its obligations hereunder. SECTION 11.03 CITY’S PERFORMANCE OF CONCESSIONAIRE’S OPERATING OBLIGATIONS City has determined, in consideration of Airport security, public safety, and operating efficiency, that it may be in City’s best interest to perform Concessions Services. City reserves the right to establish a Concessions Services Fee based upon documented actual costs of providing Concessions Services. Concessionaire agrees that City shall not be liable for Concessionaire's loss for failure to supply any Concessions or Common Maintenance Services. City reserves the right to temporarily discontinue any Concessions or Common Maintenance Services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of City and causes City to be unable to furnish such services. City shall not be liable for damages to persons or property for any such discontinuance due to causes beyond the control of City, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release Concessionaire from any of its obligations hereunder, except as otherwise provided in this Agreement. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 72 of 97 The Parties agree to modify to reflect modifications in the Concessions Services and Common Maintenance Services. Any such modification will be confirmed by side letter executed by the Director or designee, without need for formal amendment to this Agreement. ARTICLE XII. DEFAULT, REMEDIES, AND TERMINATION RIGHTS SECTION 12.01 EVENTS OF DEFAULT Concessionaire will be deemed to be in default of this Agreement upon the occurrence of any of the following: 1. The failure or omission by Concessionaire to perform its obligations under this Agreement or the breach of any terms, conditions and covenants required herein, which is not cured within ten (10) days after Concessionaire’s receipt of written notice (either by mail or email) by City of such failure or omission or breach. 2. The failure to pay, in full, to City within five (5) days of when due any fees, costs, expenses damages, or other charges applicable hereunder except where such failure is cured within (10) days after Concessionaire’s receipt of written notice (either by mail or email) by City of Concessionaire’s failure to pay. 3. Concessionaire’s default under any other agreement with City at the Airport. 4. The appointment of a Trustee, custodian, or receiver of all or a substantial portion of Concessionaire’s assets. 5. The divestiture of Concessionaire’s estate herein by operation of law, by dissolution, or by liquidation, not including a merger or sale of assets. 6. The insolvency of Concessionaire; or if Concessionaire will take the benefit of any present or future insolvency statute, will make a general assignment for the benefit of creditors, or will seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof including the filing by Concessionaire of a voluntary petition of bankruptcy or the institution of proceedings against Concessionaire for the adjudication of Concessionaire as bankrupt pursuant thereto. 7. Concessionaire’s cancellation of its Surety without City’s prior written consent and does not reestablish it promptly after written notice by City. 8. An assignment, sublease, or transfers of Concessionaire’s interest under this Agreement by reason of death, operation of law, assignment, sublease, sale in bulk of any of its assets, or otherwise to any other person or business entity other than in compliance with the provisions of this Agreement. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 73 of 97 9. If Concessionaire abandons, deserts, vacates, or ceases operations under this Agreement for five (5) consecutive business days, unless undergoing repairs or renovations which have first been approved by City. 10. Concessionaire’s failure to maintain any type of insurance or level of insurance coverage required hereunder (and in the event Concessionaire has failed to remedy such failure within ten (10) days after notice thereof from City, City may affect such coverage and recover the cost thereof immediately from the Surety or from Concessionaire). 11. Any lien or attachment to be filed against the Premises, the Airport, or other City property because of any act or omission of Concessionaire, and such lien or attachment is not discharged or contested by Concessionaire in good faith by proper legal proceedings within fifteen (15) days after receipt of notice thereof by Concessionaire. 12. Concessionaire use, permission to use, or failure to promptly prevent use of any portion of the Airport made available to Concessionaire for its use under this Agreement for any illegal purpose. 13. Concessionaire’s license or franchise agreement related to the Concession it is authorized to operate at the Airport is terminated, expires, or is amended so that compliance with the amended provisions will cause Concessionaire to be in breach of its obligations under this Agreement. 14. Concessionaire’s failure to pay any fees or charges required hereunder after the expiration of the (10) day cure period as proscribed hereunder. 15. The conduct of any business or performance of any acts at the Airport not specifically authorized in this Agreement or by any other agreement between City and Concessionaire, and Concessionaire’s failure to discontinue that business or those acts within thirty (30) days of receipt by Concessionaire of City’s written notice to cease said business or acts (which thirty [30] day notice and remedy period shall also satisfy the notice requirement of Section 12.02 below). Nothing in this Section 12.01 shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City reserves the right, in its sole discretion, to treat each Concessions Location individually for the purpose of declaring defaults and exercising remedies under this Agreement. SECTION 12.02 CITY’S REMEDIES In the event of any of the foregoing events of default of Concessionaire and following thirty (30) days’ notice by City and Concessionaire’s failure to remedy, City, at its election, may exercise any one or more of the following options or remedies, the exercise of any of which will not be deemed to preclude the exercise of any other remedy herein listed or otherwise provided by statute or general law. Unless the default, stated in such notice, is DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 74 of 97 by its nature curable and shall have been cured within such thirty (30) days. Nothing in this Section 12.02 shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City remedies are as follows: 1. Allow this Agreement to continue in full force and effect and enforce City’s right to collect compensation as it becomes due together with past due interest and draw upon the Surety in any amount necessary to satisfy the damages sustained or reasonably expected from Concessionaire’s default. 2. Upon thirty (30) days’ notice terminate Concessionaire’s rights under this Agreement. This notice shall be final and shall at the option of City terminate all the rights hereunder of Concessionaire, and City may upon the date in the notice take possession of the Premises, and expel Concessionaire with or without process of law, without liability for trespass, and using such force as may be necessary, and without prejudice to any remedies for damages or breach. In doing so, City will not be deemed to have thereby accepted a surrender of the Premises, and Concessionaire will remain liable for all payments or other sums due under this Agreement up to and including the date of termination, and for all damages suffered by City because of Concessionaire’s breach of any of the covenants of this Agreement, including but not limited to, all cost of reletting, reasonable attorney’s fees, repairs, and improvements; or 3. Treat this Agreement as remaining in existence, and reenter and take possession of the Premises and expel Concessionaire and those claiming through or under Concessionaire and remove the effects of as may be necessary with or without process of law, without liability for trespass, using such force as may be necessary, and without prejudice to any remedies for damages or breach. No such reentry shall be construed as an election on City’s part to terminate this Agreement. City reserves the right to terminate the Agreement at any time after reentry. Following reentry, City may relet the Premises, and make alterations, repairs, or improvements as City deems appropriate for reletting. City shall not be responsible for any failure to relet the Premises or any failure to collect compensation due for such reletting. City shall not be liable to Concessionaire for any claim for damages resulting from remedial action by City. Concessionaire shall continue to be liable for all amounts due as under this Agreement on the dates specified plus interest thereon at the Past Due Interest Rate together with such amounts as would be payable, including costs, attorney's fees, repairs, and improvements. No delay, failure, or omission of City to re-enter the Premises or to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees or charges then or thereafter accrued will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment, or acquiescence of the Premises. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to City by this Agreement are cumulative and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option, or remedy available under DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 75 of 97 this Agreement or provided by law. In the event, City terminates this Agreement or reclaims the Premises under this Section 12.02, City has no liability to Concessionaire for any Unamortized Investment. ARTICLE XIII. INDEMNIFICATION AND RELEASE To the furthest extent allowed by law, Concessionaire shall indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) 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, including damage by fire or other casualty) incurred by City, Concessionaire 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 Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of the Airport, including use of any public airport facilities and improvements, upon which the Premises is located; or (iii) performance of, or failure to perform, this Agreement. Concessionaire’s obligations under the preceding sentence shall apply to any negligence of City, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of City. If Concessionaire should contract any work on the Premises or subcontract any of its obligations under this Agreement, Concessionaire shall require each consultant, contractor and subcontractor to enter into a Side Agreement, at the discretion of the City’s Risk Manager or their designee, to indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Concessionaire’s occupancy, maintenance and use of the Premises shall be at Concessionaire’s sole risk and expense. Concessionaire accepts all risk relating to Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of that Premises, including use of any public facilities and improvements, upon which the Premises is located; and (iii) the performance of, or failure to perform, this Agreement. City shall not be liable to Concessionaire or Concessionaire’s insurer(s) for, and Concessionaire and its insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable to an occurrence on or about the Premises including any public facilities and improvements, upon which the Premises is located, in any way related to the Concessionaire’s operations and activities. Concessionaire shall immediately notify City of any occurrence on the Premises including any public facilities and improvements, upon which the Premises are located, resulting in injury or death to any person or damage to property of any person. The provisions of this Section shall survive termination or expiration of this Agreement. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 76 of 97 ARTICLE XIV. INSURANCE SECTION 14.01 INSURANCE REQUIREMENTS Throughout the life of this Agreement, Concessionaire shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in its sole discretion. The City of Fresno and each of its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) requires policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Concessionaire shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 77 of 97 owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. SECTION 14.02 MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE Concessionaire, or any party the Concessionaire subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY : (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY : $1,000,000 per accident for bodily injury and property damage. 3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 78 of 97 4. LIQUOR LIABILITY INSURANCE (if applicable) for alcoholic beverages that are to be sold, served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i) $1,000,000 per occurrence; (ii) $2,000,000 aggregate for bodily injury and property damage; 5. PROPERTY: (if operating within the airport) Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of Concessionaire’s business property. SECTION 14.03 UMBRELLA OR EXCESS INSURANCE In the event Concessionaire 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 of Fresno and each of its officers, officials, employees, agents, and volunteers. SECTION 14.04 DEDUCTIBLES AND SELF-INSURED RETENTIONS Concessionaire shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Concessionaire 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 City, its officers, officials, employees, agents, and volunteers; or (ii) Concessionaire shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self-insured retentions. SECTION 14.05 OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to City, except ten (10) days for nonpayment of premium. Concessionaire 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, Concessionaire shall furnish City with a new certificate and applicable endorsements for DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 79 of 97 such policy(ies). In the event any policy is due to expire during the work to be performed for City, Concessionaire shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed to name The City of Fresno and each of its officers, officials, employees, agents, and volunteers as additional insureds. A. Concessionaire shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26, CG 20 11 or similar by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms CG 20 26 or CG 20 11. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed so Concessionaire’s insurance shall be primary and no contribution shall be required of City. The coverage shall contain no special limitations on the scope of protection afforded to The City of Fresno and each of its officers, officials, employees, agents, and volunteers. If Concessionaire maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Concessionaire. B. 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 Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to The City of Fresno and each of its officers, officials, employees, agents, and volunteers. The property insurance policy is to contain, or be endorsed to contain, the following provisions: 1. Full replacement value of any permanent improvements on the Premises, with the City named as a Loss Payee. 2. The coverage shall contain: (i) No coinsurance penalty. (ii) No limitations or exclusions for vacancy of any part of the Premises. (iii) No special limitations on the scope of protection afforded to City. SECTION 14.06 PROVIDING OF DOCUMENTS Concessionaire shall furnish City with all certificates and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 80 of 97 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, Concessionaire shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Concessionaire shall also be required to provide all documents noted herein. SECTION 14.07 MAINTENANCE OF COVERAGE If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City hereunder shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, its principals, officers, agents, employees, persons under the supervision of Concessionaire, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SECTION 14.08 SUBCONTRACTORS If Concessionaire should subcontract all or any portion of the services to be performed under this Agreement, Concessionaire shall require, at the discretion of the City, their subcontractor to enter into a separate Side Agreement in order to provide indemnification and insurance protection to City. Concessionaire shall verify that all subcontractors maintain insurance meeting all the requirements stated herein and Concessionaire shall ensure that City and each of their officers, officials, agents, employees, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Concessionaire and City prior to the commencement of any work by the subcontractor. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 81 of 97 ARTICLE XV. SURETY FOR PERFORMANCE SECTION 15.01 FORM OF SURETY To secure payment for rents, fees, charges, and other payments required hereunder, Concessionaire will post with City a Surety. The Surety will be maintained throughout the Term of this Agreement and any holdover or extension and will be in an amount equal to three (3) times the monthly rental payment payable to City hereunder for a period of six (6) months. The Surety will be issued by a bank or surety provider acceptable to City and authorized to do business in the State of California and will be in a form and content satisfactory to City. The Surety may be issued for a one (1) year period, provided however, Concessionaire covenants and agrees that evidence of renewal or replacement of the Surety must be submitted annually by Concessionaire to City, without prompt, at least sixty (60) days prior to the expiration date of the instrument. The Surety shall contain language that the issuing financial institution shall notify City in writing within forty-five (45) days of a determination that the Surety is to be terminated and or is not going to be renewed. Notwithstanding any provision herein to the contrary, if at any time during the Term City deems the amount of Surety insufficient to properly protect City from loss hereunder because Concessionaire is or has been in arrears with respect to such monetary obligations or because Concessionaire has, in the opinion of City, violated other terms of this Agreement, Concessionaire covenants that after receiving notice and an opportunity to remedy, it will increase the Surety to the amount required by City, provided however, the percentage increase shall not exceed the annual percentage increase that has occurred with respect to Concessionaire’s rent, fees, and charges. Concessionaire shall furnish the Surety within ten (10) days of the Effective Date as security for the full performance of every provision of this Agreement by Concessionaire. Failure to maintain the Surety as set forth herein shall be an event of default hereunder. SECTION 15.02 APPLICATION OF SURETY In the event Concessionaire fails to perform the payment terms and conditions of this Agreement, City, in addition to any other rights and remedies available by law or in equity, may, at any time, apply the Surety or any part thereof toward the payment of Concessionaire’s obligations under this Agreement. In such an event, within thirty (30) days after notice, Concessionaire will restore the Surety to its original amount. City will not be required to pay Concessionaire any interest on the Surety. Concessionaire understands and agrees that failure to maintain or replenish the Surety shall constitute a material breach of this Agreement and, in addition to all other remedies available to City, City may, in its sole discretion, terminate this Agreement. SECTION 15.03 RELEASE OF SURETY The release of the Surety will be subject to the satisfactory performance by Concessionaire of all terms, conditions, and covenants contained herein throughout the entire Term. Upon termination of this Agreement, the release of Surety will not occur until DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 82 of 97 all rents, fees, charges, and other payments due to City are satisfied and City has accepted the findings of Concessionaire’s audit or has successfully conducted an audit in accordance with the provisions of this Agreement. In the event of a dispute as to the condition of the Premises, only the amount in dispute will be retained for remedy. City shall release the Surety without interest within thirty (30) days of meeting the above requirements. ARTICLE XVI. PROPERTY DAMAGE SECTION 16.01 COMPLETE DESTRUCTION If Premises, the Terminal in which the Premises is located, or any portion thereof is destroyed or damaged to an extent that renders it unusable, City may rebuild or repair any portions of the building structure destroyed or damaged, and if the cause was beyond the control of Concessionaire, Concessionaire’s obligation to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If City elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within ninety (90) days after the destruction or damage. At its option, Concessionaire may then terminate this Agreement effective as of the date of such event. If City elects to rebuild, Concessionaire must replace all Leasehold Improvements at its sole cost and in accordance with the Capital Investment, subject to increase for inflation. Such replacements must be in accordance with the performance standards set forth herein. City and Concessionaire shall cooperate with each other in the collection of any insurance proceeds that may be payable in the event of any loss or damage. If during the last year of the Term the improvements on the Premises are partially destroyed or damaged, City may at City’s option terminates this Lease as of the date of occurrence of such damage by giving written notice to Concessionaire of City’s election to do so within thirty (30) days after the date of occurrence of such damage. In the event, City elects to terminate this Agreement pursuant hereto, Concessionaire shall have the right within ten (10) days after receipt of the required notice to notify City in writing of Concessionaire’s intention to repair such damage at Concessionaire’s expense, without reimbursement from City, in which event this Agreement shall continue in full force and effect and Concessionaire shall proceed to make such repairs as soon as reasonably possible. SECTION 16.02 LIMITS OF CITY’S OBLIGATIONS DEFINED City shall not be liable for the following: (i) any damage to property of Concessionaire or others located on the Premises or in the Airport; (ii) the loss of or damage to any property of Concessionaire or of others by theft or otherwise; (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, or snow; (iv) leaks from any part of the Premises or the Airport; from the pipes, appliances, or plumbing works; from the roof, street, subsurface, or from any other place; or from dampness or by any other cause of whatsoever nature; (v) any such damage caused by DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 83 of 97 other Concessionaires, persons in the Premises, occupants of adjacent property, of the Airport, or of the public; (vi) damages caused by operations in construction of any private, public, or quasi-public work; (vii) any latent defect in the Premises or in the building of which they form a part; and (viii) all property of Concessionaire kept or stored on the Premises is at the risk of Concessionaire only. Further, Concessionaire shall defend and hold City harmless from and hereby waives any claims arising out of damage to the same or damage to Concessionaire's business, including subrogation claims by Concessionaire's insurance carrier. Concessionaire shall give immediate telephone notice to City in case of fire, casualty, or accidents in the Premises or in the building of which the Premises is a part, of defects therein, or in any fixtures or equipment. Concessionaire shall promptly thereafter confirm such notice in writing. Redecoration, replacement, and refurbishment of furniture, fixtures, equipment, and supplies will be the responsibility of and paid for by Concessionaire and will be of equivalent quality to that originally installed hereunder. City will not be responsible to Concessionaire for any claims related to loss of use, loss of profits, or loss of business resulting from any partial, extensive, or complete destruction of the Premises regardless of the cause of damage. SECTION 16.03 ALTERNATE SPACE City will use its best efforts to provide Concessionaire with alternate areas acceptable to Concessionaire to continue its operation while City makes repairs to the Premises, in accordance with the terms of this Article, except for damages caused by Concessionaire’s acts, omissions or negligence. ARTICLE XVII. DAMAGING ACTIVITIES No goods or materials will be kept, stored, or used in or on the Premises that are flammable, explosive, hazardous (as defined below) or that may be offensive or cause harm to the public or cause damage to the Premises. Concessionaire is responsible for compliance and shall require its contractors to comply with all federal, state, and local environmental rules, regulations, and requirements. This includes compliance with all rules and regulations and Tenant Handbook incorporated hereto by reference. Concessionaire shall obtain all necessary federal, state, local, and Airport permits and comply with all permit requirements. Nothing will be done on the Premises other than as provided in this Agreement that will increase the rate of or suspend the insurance on the Premises or on any structure of City. No machinery or apparatus will be used or operated on the Premises that will damage the Premises or adjacent areas; provided, however, that nothing in this Article will preclude Concessionaire from bringing or using on or about the Premises, with approval by City, such materials, supplies, equipment, and machinery as are appropriate or customary in the operation of Concessionaire's business under this Agreement. Concessionaire agrees that nothing shall be done or kept on the Premises that might impair the value of City’s property or that would constitute waste. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 84 of 97 The term “Hazardous” will mean: A. Any substance the presence of which requires or may later require notification, investigation, or remediation under any environmental law. B. Any substance that is or becomes defined as a “hazardous waste”, “hazardous material”, “hazardous substance”, “pollutant” or “contaminant” under any federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Resources Conservation and Recovery Act (42 U.S.C. §6901 et seq.) and the associated regulations. C. Any substance that is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise harmful and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision within any state. D. Any substance that contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds. E. Any substance that contains polychlorinated biphenyls, asbestos, or urea formaldehyde foam insulation. F. Any substance that contains or emits radioactive particles, waves, or materials, including, without limitation, radon gas. Concessionaire agrees that nothing shall be done or kept on the Premises and no improvements, changes, alterations, additions, maintenance, or repairs made that might impair the structural soundness of the building; result in an overload of utility, plumbing, or HVAC systems serving the Terminals or interfere with electric, electronic, or other equipment at the Airport. In the event of violations hereof, Concessionaire agrees immediately to remedy the violation at Concessionaire's own cost and expense. Concessionaire shall be responsible for any damage caused by Concessionaire to the Premises, Airport, any City property or operations, or the property of any other concessionaire, person, or entity, either by act, omission, or because of the operations of Concessionaire. In the event, of such damage, Concessionaire will give City immediate notice thereof, and Concessionaire will immediately make the necessary repairs at its own cost and expense. Concessionaire shall be required to comply with the obligations set forth in Article IX with respect to all work required to be performed in accordance with this Section. City reserves the right, if in the best interest of City, to perform the necessary repairs immediately itself. Concessionaire covenants to reimburse City, for the costs and expenses associated with necessary repairs plus an administrative fee of fifteen percent (15%). If the same type of damage is caused by Concessionaire more than once in a twelve (12) month period, such as a water leakage, electrical service interruption, or other damage, Concessionaire shall submit a Remediation Plan, as set forth in Section 6.01.C. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 85 of 97 ARTICLE XVIII. COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, AND RULES Concessionaire, its officers, authorized officials, employees, agents, subcontractors, or those under its control, will at all times comply with applicable federal, state, and local laws and regulations, present and future statutes and ordinances, rules and regulations promulgated thereunder, of all federal, state, local and other governmental bodies,, all applicable health rules and regulations and other mandates whether existing or as promulgated from time to time by the federal, state, or local government, or City including, but not limited to, permitted and restricted activities, security matters, parking, ingress and egress, environmental and storm water regulations and any other operational matters related to the operation of the Airport. Concessionaire’s failure to keep and observe said laws, regulations, ordinances, and rules shall constitute a material breach of the terms of this Agreement in the manner as if the same were contained herein as covenants. SECTION 18.01 MINIMUM COMPENSATION / LIVING WAGE Concessionaire agrees to comply fully with and be bound by all present or future minimum compensation regulations, as set forth by City or the State of California. ARTICLE XIX. AIRPORT SECURITY Concessionaire, its officers, authorized officials, employees, agents, subcontractors, and those under its control, will comply with safety, operational, or security measures required of Concessionaire or City by the FAA or TSA. If Concessionaire, its officers, authorized officials, employees, agents, subcontractors or those under its control fail or refuse to comply with said measures and such non-compliance results in a monetary penalty being assessed against City, then, in addition to any other remedies available to City, Concessionaire covenants to fully reimburse City any fines or penalties levied against City, and any attorney fees or related costs paid by City as a result of any such violation. This amount must be paid by Concessionaire within fifteen (15) days from the date of the invoice or written notice. Concessionaire understands and acknowledges that its ability to remain open and conduct operations under this Agreement is subject to changes in alert status as determined by TSA, which is subject to change without notice. If the security status of the Airport changes at any time during the Term of this Agreement, Concessionaire shall take immediate steps to comply and assist its employees, agents, independent Contractors, invitees, successors, and assigns in complying with security modifications that occur because of the changed status. At any time, Concessionaire may obtain current information from the Airport’s Public Safety Office regarding the Airport’s security status in relation to Concessionaire’s operations at the Airport. ARTICLE XX. AMERICANS WITH DISABILITIES ACT Concessionaire will comply with the applicable requirements of the Americans with Disabilities Act (ADA) 42 USC § 12000 et seq. and any similar or successor laws, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 86 of 97 ordinances, rules, standards, codes, guidelines, and regulations and will cooperate with City concerning the same subject matter. If compliance cannot be achieved, Concessionaire shall proceed formally to the federal, state, or local agency having jurisdiction for a waiver of compliance. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the Concessionaire from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Concessionaire, if requested by the Concessionaire. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. ARTICLE XXI. FAA APPROVAL This Agreement may be subject to approval of the FAA. If the FAA disapproves this Agreement, it will become null and void, and both Parties will bear their own expenses relative to this Agreement, up to the date of disapproval. ARTICLE XXII. RIGHT OF FLIGHT Concessionaire's right to use the Premises for the purposes set forth in this Agreement shall be secondary and subordinate to the operation of the Airport. Concessionaire acknowledges that because of the location of the Premises at the Airport, noise, vibrations, fumes, debris, and other interference with the Permitted Use(s) will be caused by Airport operations. Concessionaire hereby waives all rights or remedies against City arising out of any noise, vibration, fumes, debris, and/or interference that is caused by the operation of the Airport. City specifically reserves for itself and for the public a right of flight for the passage of aircraft in the airspace above the surface of the Airport. Additionally, City reserves for itself the right to cause in said airspace such noise, vibration, fumes, debris, and other interference as may be inherent in the present and future operation of aircraft. Concessionaire expressly agrees for itself, its successors and assigns, to prevent any use of the Premises, which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard. ARTICLE XXIII. FEDERAL RIGHT TO RECLAIM In the event, a United States governmental agency demands and takes over the entire facilities of the Airport or the portion thereof wherein the Premises are located, for public purposes, for a period more than ninety (90) consecutive days, then this Agreement will terminate and City will be released and fully discharged from all liability hereunder. In the event, of such termination, Concessionaire’s obligation to pay rent will cease; however, nothing herein will be construed as relieving either Party from any of its liabilities relating to events or claims of any kind whatsoever prior to this termination. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 87 of 97 ARTICLE XXIV. PROPERTY RIGHTS RESERVED This Agreement is subject and subordinate to the terms, reservations, restrictions, and conditions of any existing or future agreements between City and the United States, when the execution of such agreements has been or may be required as a condition precedent to the transfer of federal rights or property to City for Airport purposes and the expenditure of federal funds for the extension, expansion, or development of the Airport. The provisions of the attached Appendix E and Appendix F are incorporated herein by reference and if the FAA or its successors requires modifications or changes to this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise. Concessionaire understands, accepts, and agrees to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Agreement as may be reasonably required to satisfy the FAA requirements. ARTICLE XXV. ASSIGNMENT AND SUBCONTRACT Concessionaire may not assign, subcontract and/or sublease its rights, interests or obligations in whole or in part under this Agreement without the prior written consent of City, in City’s sole and absolute discretion. Concessionaire shall not grant any license or concession hereunder, or permit any other person or persons, company, or corporation to occupy the Premises without first obtaining written consent of City, in City’s sole and absolute discretion. Any attempt by Concessionaire to in any way directly transfer all or part of its interest in this Agreement (including any attempt to transfer ownership of the equity or voting interest in the stock of Concessionaire if Concessionaire is a corporate entity through sale, exchange, merger, consolidation, or other such transfer) without prior written consent of City shall, at the option of the Director or designee, automatically terminate this Agreement and all rights of Concessionaire hereunder. Subject to the terms and conditions set forth in this Section, and only after it has received City’s written approval and consent, Concessionaire shall be permitted to subcontract with respect to all or any portions of the Premises. City’s consent to one assignment/subcontract/sublease shall not be deemed a consent to subsequent assignments/subcontracts/subleases. Each party to a subcontract and each subcontract, and any contemporaneous or subsequent addendum, amendment, modification, or other agreement relating to any such subcontract, must be approved in advance by City. The subcontract must contain substantially the same business terms and conditions as those found in this Agreement, and the subcontract must acknowledge the existence of this Agreement and that the subcontracting parties are jointly bound by the terms and conditions of this Agreement, and state that the subcontracting parties shall comply with and satisfy the requirements and obligations of Concessionaire hereunder. All rent, fees, charges, or other monies due and payable hereunder which are, pursuant to any subcontract, to be paid by a subcontractor shall not be marked-up by Concessionaire. Sub-lessees must independently operate any subcontracted premises and adhere to and comply with all the terms, conditions, requirements, restrictions, obligations, and standards set forth herein, including without limitation, all audit standards incorporated herein. Subleasing parties DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 88 of 97 shall be jointly bound by the terms and conditions of this Agreement, and the subcontracting parties shall comply with the requirements and obligations of Concessionaire hereunder. ARTICLE XXVI. CORPORATE TENANCY If Concessionaire is a corporation, partnership, or limited liability business organization, the undersigned officer of Concessionaire hereby warrants and certifies to City that Concessionaire is a corporation in good standing, is authorized to do business in the State of California, and the undersigned officer is authorized and empowered to bind the corporation to the terms of this Agreement by his or her signature thereto. Further, If Concessionaire is a partnership or other business organization, each member shall be deemed to be jointly and severally liable if such members are subject to personal liability. No director, officer, or employee of City shall be held personally liable under this Agreement because of its good faith execution or attempted execution. ARTICLE XXVII. RIGHT TO DEVELOP AIRPORT Concessionaire acknowledges City's responsibility to the public to prudently operate, maintain and develop the City's facilities. In executing this responsibility, City shall have the right to undertake developments, renewals, and replacements which the City deems prudent or necessary. Such right shall include the right of City to terminate this Agreement early in the event that Concessionaire's possession of the Premises conflicts with, limits or interferes with proposed City development, renewal, replacement or expansion of City properties or operation of the Airport, subject to the notice requirements contained in Section 2.04. ARTICLE XXVIII. ATTORNEY’S FEES AND COSTS In the event legal action is required by City to enforce this Agreement, City will be entitled to recover costs and attorneys’ fees, including in-house attorney time (fees) and appellate fees. ARTICLE XXIX. RIGHT TO AMEND If the FAA or its successors requires amendments, modifications, revisions, supplements, or deletions in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, Concessionaire agrees to consent to such amendments, modifications, revisions, supplements, or deletions to this Agreement as may be required to obtain such funds. ARTICLE XXXI. NOTICES AND COMMUNICATIONS All notices or communication, whether to City or to Concessionaire pursuant hereto, will be deemed validly given, served, or delivered upon receipt by the Party by hand delivery, DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 89 of 97 or three (3) days after depositing such notice or communication in a postal receptacle, return receipt requested, or one (1) day after depositing such notice or communication with a reputable overnight courier service, and addressed as follows: Concessionaire HG Fresno Concessionaires JV One Meadowlands Plaza East Rutherford, NJ 07073 Attn: EVP Corporate Strategy & Business Development With a copy to Attn: General Counsel City of Fresno, Airports Department Attn. Director of Aviation 4995 E. Clinton Way Fresno, CA 93727 or to such other address or parties within the State of California as either party may designate in writing by notice to the other Party delivered in accordance with the provisions of this Article. If the notice is sent through a mail system, a verifiable tracking documentation, such as a certified return receipt or overnight mail tracking receipt, is encouraged. Either Party may, however, designate a different address from time to time by providing written notice thereof. ARTICLE XXXII. BOND ORDINANCES This Agreement is in all respects subject and subordinate to any City bond ordinances applicable to the Airport, and to any other bond ordinances, which should amend, supplement, or replace such bond ordinances. The Parties to this Agreement acknowledge and agree that all property subject to this Agreement that was financed by the net proceeds of tax-exempt bonds is owned by City. Concessionaire agrees not to take any action that would impair or omit to take any action required to confirm the treatment of such property as owned by City for purposes of §142(b) of the Internal Revenue Code of 1986, as amended. Concessionaire agrees to make and hereby makes an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Agreement that was financed by the net proceeds of tax-exempt bonds. Concessionaire shall execute such forms and take such other action as City may request to implement such election. ARTICLE XXXIII. FORCE MAJEURE Neither Party hereto shall be liable to the other for any failure, delay, or interruption in the performance of any of the terms, covenants, understandings, or conditions of this Agreement due to causes beyond the control of that Party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 90 of 97 the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstance for which such Party is not responsible or which is not in its power to control (collectively referred to as "Force Majeure"). A lack of funds, however, will never be deemed beyond a Party’s power to control, and in no event shall this paragraph be construed to allow Concessionaire to reduce or abate its obligation to pay any obligation due herein. This relief is not applicable unless the affected Party does the following: A. Uses due diligence to remove the Force Majeure as quickly as possible. B. Provides the other Party with prompt written notice of the cause and its anticipated effect. C. Provides the other Party with written notice describing the actual delay or non- performance incurred within seven days after the Force Majeure ceases. ARTICLE XXXIV. RELATIONSHIP OF THE PARTIES Concessionaire is and will be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and City will in no way be responsible, therefore. Nothing contained in this Agreement shall be deemed or construed by the City or Concessionaire, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship, between the City and Concessionaire. It is understood and agreed that neither the method of computation of Rent or any other payments, nor any other provision contained in this Agreement, nor any acts of the City or Concessionaire creates a relationship other than the relationship of the City and Concessionaire as described in this Lease. ARTICLE XXXV. CITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by City, it is understood that the Director or designee, is hereby empowered to act on behalf of City. Further, except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given by the Director or designee, it is understood that the Director or designee may further delegate such authority through the Tenant Handbook. ARTICLE XXXVI. INVALIDITY OF CLAUSES The invalidity of any part, portion, article, paragraph, provision, or clause of this Agreement will not have the effect of invalidating any other part, portion, article, paragraph, provision, or clause thereof, and the remainder of this Agreement will be valid and enforced to the fullest extent permitted by law, provided that such invalidity does not materially prejudice either Concessionaire or the City in their respective rights and obligations contained in the valid terms, covenants, or conditions hereof. ARTICLE XXXVII. TIME IS OF THE ESSENCE Time is of the essence of this Agreement. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 91 of 97 ARTICLE XXXVIII. TAXES Concessionaire will bear, at its own expense, all costs of operating its business including all applicable sales, use, intangible and possessory interest taxes of any kind, against Concessionaire’s Premises, the real property and any improvements thereto, Trade Fixtures and other personal property used in the performance of the Concession or estate which are created herein, or which result from Concessionaire’s occupancy or use of the Premises or assessed on any payments made by Concessionaire hereunder, whether levied against Concessionaire or City. Concessionaire will also pay any other taxes, fees, or assessments against the Premises or estate created herein. Concessionaire will pay the taxes, fees, or assessments reflected in a notice Concessionaire receives from City within thirty (30) days after Concessionaire’s receipt of that notice or within the time period prescribed in the tax bill. City will attempt to cause the taxing authority to send the applicable tax bills directly to Concessionaire and Concessionaire will remit payment directly to the taxing authority, in such instance. Concessionaire may reserve the right to contest such taxes, fees, or assessments and withhold payment upon written notice to City of its intent to do so, so long as the nonpayment does not result in a lien against the real property or any improvements thereon or a direct liability on the part of City. Concessionaire shall pay to City, with each payment of Concessions Space Rent, Support Space Rent, and Percentage Rent and all other fees to City, all sales or other taxes which may be due with respect to such payments, and upon receipt, City shall remit such taxes to the applicable taxing authorities.1 ARTICLE XXXIX. PATENTS AND TRADEMARKS Concessionaire covenants, warrants, and represents that it is the owner of or fully authorized to use any services, processes, machines, articles, marks, names, or slogans used by it in its operations under this Agreement. Concessionaire will not utilize any protected patent, trademark, or copyright, including any patents, trademarks, or copyrights owned by City, in its operations under this Agreement, unless it has obtained prior proper permission, all releases, and other necessary documents. Concessionaire agrees to indemnify, defend, and hold harmless City, its officers, employees, agents, and representatives from any loss, liability, expense, suit, or claim for damages in connection with any actual or alleged infringement of any patent, trademark, or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Concessionaire under this Agreement. 1 Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or exclusive use of any real property (land and/or improvements located therein or thereon) which is owned by the City of Fresno (City) is a taxable possessory interest unless the possessor of interest in such property is exempt from taxation. With regard to any possessory interest to be acquired by Concessionaire under this Agreement, Concessionaire, by its signatures hereunto affixed, warrants, stipulates, confirms, acknowledges and agrees that, prior to executing this Agreement, Concessionaire either took a copy of this Agreement to the office of the Fresno County Tax Assessors or by some other appropriate means independent of City or any employee, agent, or representative of City determined, to Concessionaire’s full and complete satisfaction, how much Concessionaire will be taxed, if at all. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 92 of 97 ARTICLE XL. AGENT FOR SERVICE OF PROCESS It is expressly agreed and understood that if Concessionaire is not a resident of the State of California, or is an association or partnership without a member or partner resident of said State, or is a foreign corporation, then in any such event Concessionaire does designate the Secretary of State, State of California, as its agent for the purpose of service of process in any court action between it and City arising out of or based upon this Agreement, and the service will be made as provided by the laws of the State of California for service upon a non-resident. It is further expressly agreed, covenanted, and stipulated that if for any reason service of such process is not possible, and Concessionaire does not have a duly noted resident agent for service of process, as an alternative method of service of process, Concessionaire may be personally served with such process out of this State, by the registered mailing of such complaint and process to Concessionaire at the address set out in this Agreement. Such service will constitute valid service upon Concessionaire as of the date of mailing. Concessionaire will have thirty (30) days from date of mailing to respond thereto. It is further expressly understood that Concessionaire hereby agrees to the process so served, submits to the jurisdiction of the court, and waives all obligation and protest thereto, any laws to the contrary notwithstanding. ARTICLE XLI. COMPLIANCE WITH PUBLIC RECORDS LAW SECTION 41.01 AGREEMENT SUBJECT TO CALIFORNIA PUBLIC RECORDS ACT Concessionaire acknowledges, understands, and accepts that City is subject to the provisions of the California Public Records Act (CPRA), California Government Code Section 6250 et. seq. Concessionaire acknowledges that all documents prepared or provided by Concessionaire under this Agreement may be subject to the provisions of the CPRA. Any other provision of this Agreement notwithstanding, including exhibits, attachments, and other documents incorporated into this Agreement by reference, all materials, records, and information provided by Concessionaire to City shall be considered confidential by City only to the extent provided in the CPRA, and Concessionaire agrees that any disclosure of information by City consistent with the provisions of the CPRA shall result in no liability of City. Concessionaire agrees to defend, indemnify, hold harmless, and fully cooperate with City in the event of a request for disclosure or a lawsuit arising under such act for the disclosure of any documents or information, which Concessionaire asserts is confidential and exempt from disclosure. SECTION 41.02 INDEMNIFICATION IN EVENT OF INTERVENTION In the event of a request to City for disclosure of such information, time, and circumstances permitting, City will make a good faith effort to advise Concessionaire of such request to give Concessionaire the opportunity to object to the disclosure of any material Concessionaire may consider confidential, proprietary, or otherwise exempt from disclosure. In the event of the filing of a lawsuit to compel disclosure, City will tender all such material to the court for judicial determination of the issue of disclosure. Concessionaire agrees it will either waive any claim of privilege or confidentiality or intervene in such lawsuit to protect materials Concessionaire does not wish disclosed. If DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 93 of 97 Concessionaire chooses to intervene in such a lawsuit and oppose disclosure of any materials, Concessionaire agrees to defend, indemnify, and hold harmless City, its officers, agents, and employees from any claim, damages, expense, loss, or costs arising out of Concessionaire’s intervention including prompt reimbursement to City of all reasonable attorney fees, costs, and damages that City may incur directly or may be ordered to pay by such court. ARTICLE XLII. DATA SECURITY Concessionaire will establish and maintain safeguards against the destruction, loss, or alteration of City data or third-party data that Concessionaire may gain access to or be in possession of in the performance of this Agreement. Concessionaire will not attempt to access, and will not allow its personnel access to, City data or third-party data that is not require for the performance of the services of this Agreement by such personnel. Concessionaire will adhere to and abide by the security measures and procedures established by City. In the event, Concessionaire or Concessionaire’s subcontractor (if any) discovers or is notified of a breach or potential breach of security relating to City data or third party data, Concessionaire will promptly: (i) notify City of such breach or potential breach; and ii) if the applicable City data or third party data was in the possession of Concessionaire at the time of such breach or potential breach, Concessionaire will investigate and cure the breach or potential breach. ARTICLE XLIII. USE, POSSESSION, OR SALE OF ALCOHOL OR DRUGS Concessionaire, its officers, agents, and employees shall cooperate and comply with the provisions of the Federal Drug-Free Workplace Act of 1988 and State of California, County and City of Fresno laws and statutes, or any successor thereto, concerning the use, possession, or sale of alcohol or drugs. Except as may be otherwise authorized by this Agreement, Concessionaire shall prohibit consumption of alcohol within those areas that are not covered by Concessionaire’s California Department of Alcoholic Beverage Control Type 47 (On Sale General Eating Place) License. Violation of these provisions or refusal to cooperate with implementing this alcohol and drug policy can result in City barring Concessionaire from City facilities or participating in City operations. ARTICLE XLIV. HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE No goods, merchandise or material will be kept or stored by Concessionaire at Airport which are explosive or hazardous; and no offensive or dangerous trade, business or occupation will be carried on therein or thereon. Nothing will be done in the performance of this Agreement which will increase the rate of or suspend any insurance policy or coverage of City and/or Airport. Concessionaire covenants that all materials, equipment, and all other items used in the performance of this Agreement are in compliance with Occupational Safety and Health Administration (OSHA). DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 94 of 97 ARTICLE XLV. CITY’S SMOKING/VAPING POLICY Concessionaire agrees that it will prohibit smoking/vaping by its employees and the public in the Premises. Concessionaire further agrees to not sell or advertise tobacco products. Concessionaire acknowledges that smoking/vaping is not permitted in the Airport’s buildings and facilities except for designated areas. Concessionaire and its officers, agents, and employees shall cooperate and comply with the provisions of State of California and City of Fresno laws and statutes. See Appendix P (City’s Smoking/Vaping Policy) for further details. ARTICLE XLVI. WAIVERS No waiver by City at any time of any of the terms, conditions, covenants, or agreements of this Agreement, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof by Concessionaire. No delay, failure, or omission of City to exercise any right, power, privilege or option arising from any default nor subsequent payment of charges then or thereafter accrued, will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment thereof or acquiescence therein. No notice by City will be required to restore or revive time as being of the essence hereof after waiver by City or default in one or more instances. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all the rights, powers, options, or remedies given to City by this Agreement are cumulative and no one of them will be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option or remedy. ARTICLE XLVII. COMPLETE AGREEMENT This Agreement represents the complete understanding between the Parties, and any prior agreements or representations, whether written or verbal, are hereby superseded. This Agreement may subsequently be amended only by written instrument signed by the Parties hereto, unless provided otherwise within the terms and conditions of this Agreement. ARTICLE XLVIII. ORDER PRECEDENCE The documents listed below are a part of this Agreement and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: A. Terms and Conditions as contained in this Agreement. B. RFP No. 12300507. DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 95 of 97 C. Concessionaire’s Response to RFP No. 12300507, and any subsequent information submitted by Concessionaire during the evaluation process, as modified and accepted by City. ARTICLE XLIX. BROKER'S COMMISSION Concessionaire represents and warrants that it has not caused nor incurred any claims for brokerage commissions or finder's fees in connection with the execution of this Agreement. Concessionaire shall defend, indemnify, and hold City harmless against all liabilities arising from any such claims caused or incurred by it (including the cost of attorney fees in connection therewith). This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any Third Party or parties (except parties to whom the Concessionaire may assign this Agreement in accordance with the terms hereof, and except any successor to City) any right to claim damages or to bring any suit, action or other proceeding against either City or Concessionaire because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. ARTICLE L. NO LIMIT ON CITY’S POWERS Nothing in this Agreement shall limit in any way the power and right of City to exercise its governmental rights and powers, including its powers of eminent domain. /// /// /// /// DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Concession Agreement ‐ News & Convenience Page 96 of 97 ARTICLE LI. SIGNATURES This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. This Agreement is expressly subject to and shall not be or become effective or binding on City until approved by City, if so required, and fully executed by all signatories of City. This Agreement may be signed electronically by the Parties in the manner specified by City. CITY OF FRESNO, CALIFORNIA A Municipal Corporation By: Henry Thompson, A.A.E., IAP Director of Aviation APPROVED AS TO FORM: ANDREW JANZ City Attorney By: _____________________________ Brandon M. Collet, Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: ____________________________ Deputy Address for Notice: City of Fresno Airports Department 4995 E. Clinton Way Fresno, CA 93727 HG FRESNO CONCESSIONAIRES JV A California Joint Venture By: (Printed Name) Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: (Printed Name) Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Address for Notice: _HG Fresno Concessionaires JV One Meadowlands Plaza East Rutherford, NJ 07073 Attn.: EVP Corporate Strategy & Business Development CC: General Counsel Exhibits and Attachments: Exhibit A – Response to Request for Proposals Exhibit B – Concession Use Premises and Support Space locations Exhibit C – Monthly Concessions Report Exhibit D – Development Schedule Exhibit E – ACDBE Participation Requirement Exhibit F – Conflict of Interest Form DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E Courtney Thornton Concession Agreement ‐ News & Convenience Page 97 of 97 Exhibit G – Product and Price List Exhibit H – City of Fresno, Airports Department Badging Application Package Exhibit I - Example of Severe Decline in Enplanements Calculation Exhibit J - Annual Rental Adjustment Calculation Exhibit K – Initial Capital Investment DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E EXHIBIT A Proprietary Information Redacted RFP No. 1235007 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference - N/A Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal RFP No. 1235007 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1-Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2-Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) N/A Electronic Submission City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 1 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 2 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 3 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 4 of 4 Printed 01/18/2023 PlanetBids, Inc. NEWS & CONVENIENCE CONCESSIONS At Fresno Yosemite International Airport Terminal ENTRANCE Cover Letter FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS COVER LETTER On behalf of HG Fresno Concessionaires JV, we are pleased to submit our proposal for management of the retail spaces located at Fresno Yosemite International Airport. HG Fresno Concessionaires JV is a joint venture between Hudson (87% ownership) The Traveler’s Best Friend” for over 30+ years and local ACDBE retailer Martinez-Niebla, LLC (13% ownership). Proposed Concepts (All Spaces) For this opportunity we’re proposing Hudson, Brookstone & Einstein Bros Bagels & Coffee. T-105 C-135 POD Hudson remains the only travel essentials brand known and loved by travelers. Einstein Bros. Bagels is also known from coast to coast and it would be a first in Fresno. What a powerful “hybrid” concept – N&C and coffee, a combo we know well and operate expertly. In late 2019, all Brookstone locations in U.S. airports became powered by Hudson. Since that time, we’ve transformed the brand into a tech-centric lifestyle brand that carries the hottest in audio, tech, STEM, chargers, and even tech-enabled wellness items. It’s THE airside concept to explore and experience technology. In recent years, we’ve focused on the need for hybrid locations – meaning the combination of different types of concessions in a single space. Regardless of the food option chosen for the POD space, we will customize the assortment of this Hudson to maximize sales and the guest experience. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS COVER LETTER Supporting the Fresno Community We’re proud to share a few ways that we connect with the Fresno area today, and tomorrow. We’re delighted to share that, Rueben Martinez – co owner of Martinez- Niebla, LLC, is known and welcomed by long-time community leader Richard Ybarra. In addition to being the CEO of MNC and the son-in-law of Cesar Chavez, he is a resident of Fresno County. Mr. Ybarra offered a letter of support, included with Form 6 of our response, in which he shares that due to his deep knowledge of the Valley’s “history, traditions as well as the social and economic conditions and value” that he’s confident Mr. Martinez will add “value to the broader community.” Thanks to our relationship with the National Park Foundation, in 2023 we’ll be launching several volunteer initiatives to support Fresno’s national parks. We’re passionate about supporting the local community and environment – including Fresno County. Canyon National Park Sequoia National Park Yosemite National Park Thank You. Thank you so much for your time and consideration. We look forward to our continued partnership with the Fresno Yosemite International Airport. Sincerely, Brian Quinn 1 Meadowlands Plaza East Rutherford, NJ 07073 proposalteam@hudsongroup.com (201) 939-8109 In the RFP documents, the evaluation criteria (pg. 24) contained items that were not included in the proposal format provided (pg. 28). We complied strictly with the prescribed proposal outline and as a result, some items in the evaluation criteria were excluded. We would like an opportunity to provide more information, to ensure our capabilities and proposed solution receive the proper scoring according to the evaluation criteria. Thank you. RFP No. 1235007 Proposer’s Name: _________________________ (Submit with Proposal) FORM1: COVER LETTER TO THE PURCHASING MANAGER INCLUDING PROPOSER CHECKLIST Date: TO: Purchasing Manager City of Fresno-Finance and Purchasing Department 2600 Fresno Street Fresno, California 93721 SUBMITTED BY: Proposer: _____________________________________________________________ Proposer's Company: ___________________________________________________ Proposer's Contact Email: ________________________________________________ Mailing Address: ______________________________________________________ City, State, Zip: _______________________________________________________ SUBJECT: PROPOSAL FOR FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 The undersigned hereby submits to the Purchasing Manager of the City of Fresno this proposal for Food & Beverage Concessions and News & Gift Concessions Agreement (Agreement) at Fresno Yosemite International Airport Terminal for City of Fresno, Airports Department as described in this and the attached documents. Provisions of this proposal are based upon all the terms, covenants and conditions set forth in the RFP, the Agreement and all the other RFP documents. The signature(s) below represent those of the Proposer and comply with the requirements of this RFP. Print Name Print Title Signature Print Name Print Title Signature Print Name Print Title Signature (If the proposal is submitted by a corporation the corporate seal must be affixed to this proposal.) Seal HG Fresno Concessionaires JV HG Fresno Concessionaires JV Iris Messina IMessina@hudsongroup.com 1 Meadowlands Plaza East Rutherford, NJ 07073 Brian J. Quinn Chief Operating Officer RFP No. 1235007 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference - N/A Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal RFP No. 1235007 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1-Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2-Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) N/A Electronic Submission FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina Hudson Iris Messina 10/12/2022 N/A 201.957.3937 We noticed a discrepancy in the question deadline. The proposed schedule in the RFP states December 6, 2022. The planetbids site states November 22, 2022. Please confirm which date is accurate. Thank you! Page 15. Last Day to Submit Questions by 5:00 p.m. – December 6, 2022, shall be deleted and replaced with the following revised information: Last Day to Submit Questions by 5:00 p.m. November 22, 2022 MELISSA GARZA-PERRY 2 10/12/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 10/24/2022 201.957.3937 N/A Can the City provide LODs for the Concourse A Space POD delineating the space between retail and F&B for those parties considering space category proposal Option 2 (News & Convenience) OR proposal Option 3 (Food & Beverage) ONLY? Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. MELISSA GARZA-PERRY 5 10/28/22 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 10/24/2022 201.957.3937 N/A Can the City please provide an LOD of the Concourse A; Space POD - We'd like to understand how the city is envisioning the layout between both the F&B and N&C concepts in the space. Right now we see one large space, but not how each of the individual units within that space will be located or positioned. Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. MELISSA GARZA-PERRY 5 10/28/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina Hudson Iris Messina 10/31/2022 201.957.3937 N/A Can you please confirm which space on the map (Exhibit 2) is designated for C-120? There are currently 6 spaces colored in on the concession space map and it’s not clear which is C-120. Can you please also confirm that FAT would like a national branded coffee in this space? Revised Exhibit 2 with space number labels is attached. Yes, City would like a national branded coffee for Space C-120. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/15/2022 201.957.3937 N/A Can you please clarify the security deposit amount (SECTION 15.01 FORM OF SURETY)? It is 3 times the monthly rent for all space for Concessions, Support Space, Storage and Office Space. City will determine the actual amount based upon the awarded locations. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A What is available for support premises (storage and office space) and where is it located? Support premises is available. See map provided as RFP Exhibit 5 showing locations available for storage. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A How and where are deliveries received? What is the path concessionaires need to use to bring products to each space? See map provided as RFP Exhibit 5 for path of travel for deliveries, including newly added storage spaces. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A QUESTION: Is there a loading dock? and if so, where is it located? The loading dock is currently located outside of the old pre-screening restaurant area. There will be a newly created storage space for both F&B and N&C in the remodeled area to allow for use of the dock by both F&B and N&C deliveries. See map provided as RFP Exhibit 5. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/22/2022 201.957.3937 N/A QUESTION: Are the F&B spaces currently vented and can we access the vents? If not, are we able to vent the spaces? The only space currently vented is the POD F&B (Space 203). Spaces C120 and C134 can have venting added at Concessionaires expense with approval by City of the roofing vendor. MELISSA GARZA-PERRY 7 12/9/2022 Addendum Rev. 10-2021 ADDENDUM NO. 1 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 23. Paragraph 7. Parking, shall be deleted and replaced with the following revised information: 7. PARKING: The successful Proposer's employees will be permitted to use designated airport employee parking facilities at a cost of $15.00/month (subject to change). There is a fee of $25.00 for a key card and activation. There is an additional $25.00 fee for replacement of lost cards. City of Fresno MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 1 October 6, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 2 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 15. Last Day to Submit Questions by 5:00 p.m. – December 6, 2022, shall be deleted and replaced with the following revised information: Last Day to Submit Questions by 5:00 p.m. November 22, 2022 MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 2 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 3 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 48. RFP - 8. Certification for Local Preference / Complete separate form for each Unit within Proposal, shall be deleted in full. Page 58 RFP – Form 8 shall be deleted in full. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 3 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 4 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 6. RFP - A proposal conference will be held at 1:00 PM., on November 15,2022. Join the meeting by going to https://zoom.us/j/92047244398 or call 1 (669) 900-9128, Meeting ID: 920 4724 4398. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications, shall be deleted in full and replaced with. A proposal conference/site tour will be held at 1:00 PM., on November 15,2022. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications. Prospective Proposers will meet at the Nick Palomares Prescreening Terminal Conference room at Fresno Yosemite International Airport located at 5175 East Clinton Way, Fresno, CA 93727. Those interested must RSVP to Tamra Torrence (tamra.torrence@fresno.gov) no later than November 1, 2022, by 5 p.m. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 4 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 5 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. The clarifications below shall apply to the following: Page 14. RFP – CONCESSIONS OPPORTUNITY, Concourse A; Space POD for F&B ONLY should be 4,100 square ft. Page 14-15. RFP – CONCESSIONS OPPORTUNITY, Concourse A; Space POD for N&C ONLY should be 1,100 square ft. Page 18. RFP – Locations and Merchandising Descriptions: News & Convenience Package; Concourse A; POD 5,200SF for N&C ONLY 1,100SF. Page 18. RFP – Locations and Merchandising Descriptions: Food & Beverage Package; Concourse A; POD 5,200SF for F&B ONLY 4,100SF. Page 25. RFP - SELECTION PROCESS AND EVALUATION CRITERIA; PROPOSAL EVALUATION; Concept and Design Section; and Page 30 – RFP - SUBMISSION OF PROPOSAL, TAB 3 – Tenant Mix & Concessions Plan Section Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. Therefore, for the Pod Space, in the event Proposer is only proposing on News & Convenience or Food & Beverage, Proposer is asked to submit a representative design sample including materials and Addendum Rev. 10-2021 renderings/sketches for the unit that fits into the approximate footprint of square footage designated for each category as set forth above in the LOD attached. In the event this solicitation is awarded to separate Food & Beverage and News & Convenience Proposers, Proposers shall agree to work together in conjunction with the City to establish a cohesive design for the two spaces. The City is not requiring that Proposers finish all square footage allocated to each category in the Pod location. The square footage provided in the LOD is only representative of the potential development area. Proposer must clearly identify and/or delineate the area Proposer is planning to develop within this footprint. The square footage is meant to establish a general footprint within which Proposers shall use their unique creativity to develop open-air, flow- through style locations that incorporate circulation area and ingress and egress. Pages 141-142 – RFP – Shall be deleted and replaced with the attached revised LOD. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 5 October 28, 2022 HG Fresno Concessionaires JV GAS RISER FROM1ST FLOORCW/HW RISERSIN WALL6" GREASE LINEDROP ON WALL6" GREASE LINEBELOW FLOOR12" CWBELOW FLOOR12" CWBELOW FLOORCW/HW STUBON EACH SIDEOF WALLCW/HW RISERSIN WALLFLOOR CLEAN OUTFLOOR CLEAN OUTPOD TOTAL CONCESSIONSPACE AVAILABLE6612 SFPOD NEWS & CONVENIENCE± 1100 SFPOD FOOD & BEVERAGE± 4100 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 10/28/22 116" = 1' - 0" C203 HOT WATERCOLD WATERGAS LINEGREASE LINELEGEND Addendum Rev. 10-2021 ADDENDUM NO. 6 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Additional information provided via PowerPoint MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 6 November 17, 2022 HG Fresno Concessionaires JV Addendum 7 ADDENDUM NO. 7 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. DUE DATE OF RFP, COVER PAGE RFP, PAGE 5, PAGE 15, BID OPENING OF 3:00 P.M., JANUARY 3, 2023, shall be deleted and replaced with: 3:00 P.M., January 10, 2023. QUESTIONS Question #1, From Hudson: “Can the City provide LOD’s for the Concourse A space POD delineating the space between retail and F&B for those parties considering space category proposal Option 2 (News & Convenience) OR proposal Option 3 (Food & Beverage) ONLY?” Answer: See Addendum No. 5 for further information on the layout of Space C203 (Pod). See RFP Exhibit 4 for concept drawings of the Food & Beverage area. Question #2, From Hudson: “Can the City please provide an LOD of the Concourse A; Space POD – We’d like to understand how the city is envision the layout between both the F&B and N&C concepts in the space. Right now we see one large space, but not how each of the individual units within that space will be located or positioned.” Answer: See Addendum No. 5 for further information on the layout of Space C203 (Pod). See RFP Exhibit 4 for concept drawings of the Food & Beverage area. Addendum 7 Question #3, From Hudson: “Can you please confirm which space on the map (Exhibit 2) is designated for C-120? There are currently 6 spaces colored in on the concession space map and it’s not clear which is C-120. Can you please also confirm that FAT would like a national branded coffee in this space?” Answer: Revised Exhibit 2 with space number labels is attached. Yes, City would like a national branded coffee for Space C-120. Question #4, From Hudson: “Can you please clarify the security deposit amount (SECTION 15.01 FORM OF SURETY)?” Answer: It is 3 times the monthly rent for all space for Concessions, Support Space, Storage and Office Space. City will determine the actual amount based upon the awarded locations. Question #5, From Hudson: “What is available for support premises (storage and office space) and where is it located?” Answer: Support premises is available. See map provided as RFP Exhibit 5 showing locations available for storage. Question #6, From Hudson: “How and where are deliveries received? What is the path concessionaires need to use to bring products to each space?” Answer: See map provided as RFP Exhibit 5 for path of travel for deliveries, including newly added storage spaces. Question #7, From Hudson: “Is there a loading dock? And if so, where is it located” Answer: The loading dock is currently located outside of the old pre-screening restaurant area. There will be a newly created storage space for both F&B and N&C in the remodeled area to allow for use of the dock by both F&B and N&C deliveries. See map provided as RFP Exhibit 5. Addendum 7 Question #8, From Hudson: “Are the F&B spaces currently vented and can we access the vents? If no, are we able to vent the spaces?” Answer: The only space currently vented is the POD F&B (Space 203). Spaces C120 and C134 can have venting added at Concessionaires expense with approval by City of the roofing vendor. Question #9, From SSP America, Inc.: “Please provide 2022 monthly sales for each Food & Beverage location?” Answer: 2022 monthly sales (through October) have been provided as RFP Exhibit 3. Question #10, From SSP America, Inc.: “With the rise in food costs and construction costs, please consider increasing the pricing to street plus 15%?” Answer: The City will not consider increasing the pricing to Street plus 15% at this time. Question #11, From SSP America, Inc.: “Where should the $5,000 Deposit Check be mailed if a respondent submits electronically?” Answer: Please submit the check to: Purchasing Office, Attn: Tamra Torrence, Sr. Procurement Specialist, City of Fresno, 2600 Fresno Street, Room 2156, Fresno, CA 93721 Question #12A, From SSP America, Inc.: “C120 and C134 – These spaces have gate doors to the exterior within the footprints. Are these required for operations or code exiting or can they be removed?” Answer: One door must remain in the store design in order to receive product deliveries via SIDA. Door placement can be moved per final approval by City of Proposer's design plan. Addendum 7 Question #12B, From SSP America, Inc.: “POD F&B ‐ Is there a height restriction?” Answer: There are no codes or architectural restrictions. The only restrictions would be upon final approval of the design by the City and the Proposer's ability to maintain the location. Question #12C, From SSP America, Inc.: “POD F&B – There is an existing Flight Information Display at the top of the escalators, is it possible to relocate this?” Answer: It is possible, provided that the City finds a suitable alternative location for the FIDS. Question #12D, From SSP America, Inc.: “POD F&B – Are we able to apply new materials/finishes to the back of the restroom core?” Answer: Proposers are able to submit design plans that apply new materials/finishes to the back of the restroom core, subject to City approval of the finish, location, etc. Additional Information Regarding Demo of existing facilities: City will be responsible for the demolition of the existing concession spaces to the studs and will provide stub outs for utilities connections. Outgoing Concessionaire, if any, is responsible for the removal of any fixtures and furniture in the space prior to demolition. Revised Exhibit 1 to RFP: Attached is the revised Exhibit 1 to the RFP. It includes a PDF of the tracked changes to show what was updated in the document. Addendum 7 MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. HG Fresno Concessionaires JV Bid File No.:12300507 Addenda No.: 8 December 12, 2022 General Services Department Purchasing Division - (559) 621-1332 - www.fresno.gov Brian Barr, Director 2101 G. Street, Bldg. A Fresno, California 93706 ADDENDUM NO. 8 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT Bid File No. 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of January 10, 2023, 3:00 P.M. PURCHASING DIVISION NOTICE OF RELOCATION Please be advised that the Purchasing Division has been relocated, formerly located at Fresno City Hall, 2nd Floor, Fresno Street, Fresno CA 93721, and will now be housed at the Municipal Service Center (MSC), located at: 2101 G. Street, Building A Fresno, CA 93706 As we continue to provide bid support, please note you can continue to reach the Purchasing Division at the following telephone number: 559-621-1332 **In person Bid Openings are now held at the above mentioned address** **Please send deposits and mail correspondences to the above mentioned address** City of Fresno MELISSA PERALES Purchasing Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. HG Fresno Concessionaires JV Addendum 8 ADDENDUM NO. 9 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 10, 2023. All changes and or clarifications will appear in bold underlined type. DUE DATE OF RFP, COVER PAGE RFP, PAGE 5, PAGE 15, BID OPENING OF 3:00 P.M., JANUARY 10, 2023, shall be deleted and replaced with: 3:00 P.M., January 17, 2023. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. January 9, 2023 HG Fresno Concessionaires JV ENTRANCE TAB 1 – Proposed Business Terms and Conditions RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 2: BUSINESS TERM/DEAL NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Key Business Terms for News & Convenience (3 locations) Term 15 years from construction completion date of the entire package. Space Rent (1st Year) $40.00 square foot/year with annual CPI adjustments not to exceed 5% starting year 2. Support Space Rent (1st Year) $20.00 square foot/year with annual CPI adjustments not to exceed 5% starting year 2. Percentage Rent Rate 10% of sales Anticipated Minimum Capital Investment $___ per square foot Mid-Term Refurbishment Requirement $____ per square foot ACDBE Participation Goal 13% of Annual Gross Receipts Required Hours Concessionaire shall open all units a minimum of one and one-half hours before the first scheduled flight of the day and remain open until at least 30 minutes after the last departing flight (including flights that may have been delayed). Use of Concession Space The spaces associated with this concession opportunity may be used only for the sale of permitted News & Gift items as stated in the successful proposal. The specific concept will be documented in a final executed concession agreement. The space may not be subdivided into separate concepts, without prior written consent. No advertising or sponsorship is allowed in the concession space unless approved by City. Storage Space Concession storage space is available. Storage space cost is $20.00 per square foot per year and is not included in the RR and is subject to annual CPI adjustments not to exceed 5% annually. Restrictions on Use of the Concession Space Proposers are restricted from proposing any uses except as described RFP response. Agreed to by:________________________ Date:_______________________________ Title: ______________________________ HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO 11/21/2022 837 158 AALLWWAAYYSS FFRREESSHH BBAAKKEEDD -- FFRREESSHH BBRREEWWEEDD -- FFRREESSHH FFOOOODD BBaaggeell BBrraannddss •• 555555 ZZaanngg SSttrreeeett,, SSuuiittee 330000 •• LLaakkeewwoooodd,, CCOO 8800222288 November 18, 2022 Evan Schut Senior Vice President, Food & Beverage HUDSON One Meadowlands Plaza East Rutherford, NJ 07073 Re: Letter of Authorization – Einstein Bros. Bagels Dear Evan, It is our pleasure to provide this letter confirming authorization that Hudson (“Hudson”) has the rights to include Einstein Bros. Bagels’ trademarks, logos, and products in the Proposal of Hudson to the lessor at Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one year following the date written above and may be extended by mutual written agreement of the parties. This letter will also automatically terminate if Hudson does not win the award under the Proposal or, after winning the award, the Lease is not signed by Hudson and the Airport (or its designee). If you need any additional information or support for your package, please let us know. Thank you for the opportunity to partner with Hudson @ FAT Airport! All the best, Tina Welch Tina Welch Sr. Director, Business Development e | tina.welch@bagelbrands.com c | 502.35.4615 December 13, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of cocokind, I would like to let you know how excited we are to be part of Hudson’s local vendor offerings for the Fresno Yosemite International Airport. Cocokind creates sensitive skin-friendly products that concentrate on hydration and barrier support. Our transparency is unmatched, providing a detailed breakdown of the product formula and the carbon footprint on the side of every box. Founded by Priscilla Tsai in 2015, cocokind merges results-driven skincare, community, and sustainability to consistently challenge the status quo in the beauty industry. Our philosophy is ‘a little bit often’ so you can get glowy, happy skin without stepping outside of your natural comfort zone. We would absolutely love the opportunity to be featured at the Hudson store at the Fresno Yosemite International Airport! Our affordable, effective formulas and engaging packaging are the perfect fit for a diverse audience. We partnered with Napa Farms at the SFO airport and performed very well in this market. Our versatile multi-purpose mymatcha moisture stick (pictured below) was our top selling SKU at Napa Farms. It is sold in a display of 12 units making it incredibly easy to merchandise on the shelf and by the registers. We are excited about the opportunity to reach our local audience in the San Francisco area, where cocokind was founded and continues to be headquartered. As I mentioned above, we value your partnership and thank you for your business. If you have any questions please reach out to me at katie@cocokind.com. Thank you so much for considering cocokind for this valuable space! Katie Lenzen December 9, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support- Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Life’s Grape, we are elated to be chosen by Plum Market to be a local offering at the Fresno Yosemite International Airport. Life’s Grape is a family owned, women run, locally owned, farm-to-table business located in Kerman. We are proud of being a California grown product and it would be an honor to have our products available to travelers seeking unique products like ours. Life’s Grape provides the highest quality grapes on the market and are a sought- after snack for those on-the-go. We look forward to a prosperous partnership with the Fresno International Airport that will allow our brand to get the exposure we have been trying to achieve. Thank you for this opportunity. Thanks a bunch, Courtney Gillespie President and Co-Founder December 9. 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina Let me introduce myself, my name is John Hinkle beekeeper and owner of Hinkle’s Honey in Fresno California. I am very interested in the opportunity to be a part of Hudson’s offerings for the Fresno Yosemite International Airport. We are a small beekeeping operation in Fresno and a certified producer of our product. Our honey is a unique blend from all our different bee locations in the area, which creates a delicious valley blend. Our honey has never been superheated or filtered, which leaves all the enzymes, nutrients and pollens, leaving it as a raw, natural product. I believe our produce would be a great asset, and would be honored to have the opportunity to have our honey in such an exclusive hometown location. Sincerely, John Hinkle John Hinkle Owner Hinkle’s Honey December 8, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Made in Nature, we appreciate the offer of being afforded an opportunity to be part of Hudson’s local offerings for Fresno Yosemite International Airport . Debbas Gourmet was aquired by Made in Nature early in 2022. We now share a consolidated facility in Fresno, California. Our A’Cappella Knotty Grahams are now in distribution at Plum Markets and are set for a July merchandising event with Hudson News stores in airports around the country. If Hudson is awarded the opportunity at FAT we would love to support A’Cappella at your new location. Our A’Cappella brand provides high-quality, desirable gourmet treats for consumers, and would be a great fit in airport venues – we look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport Sincerely, T.Huff Tim Huff Director of Sales Mobile – 732 801 6518 Raphio Chocolate, LLC ◆ 783 E. Barstow Avenue, Suite G, Fresno, CA 93710 ◆ (559) 424-3369 ◆ info@raphiochocolate.com December 8, 2022 HUDSON GROUP Attn: Iris G. MessinaAttn: Iris G. MessinaAttn: Iris G. MessinaAttn: Iris G. Messina Vice President, Business Development One Meadowlands Plaza East Rutherford, NJ 07073 Subject:Subject:Subject:Subject: Letter of Support Letter of Support Letter of Support Letter of Support –––– Fresno Yosemite International AirportFresno Yosemite International AirportFresno Yosemite International AirportFresno Yosemite International Airport Dear Ms. Messina, On behalf of Raphio Chocolate, I would like to share with you how excited we are to be provided with an opportunity to be part of Hudson and Plum Market’s local offerings for Fresno Yosemite International Airport. Our chocolate brand is synonymous with Fresno as we are the only craft chocolate maker in Fresno that makes chocolate from scratch, from cocoa beans. This method of production ensures that the chocolate product is of the highest quality, aesthetically pleasing and tastes delicious. We have full support of our local community evidenced by 5.0 Stars reviews on Yelp and 4.9 stars on Google. Nationally, we have also won a prestigious award – Good Food Award by Good Food Foundation. Airports are undeniably appealing from an exposure perspective, yet an incredibly daunting and cost- prohibitive direct business pursuit for a small company like ours. The opportunity to have our products featured in select Hudson and Plum Market stores at Fresno Yosemite International Airport is exciting especially as Hudson and Plum Market’s approach maximizes our exposure and minimizes our risks - we’d never be able to afford a stand-alone operation. We look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport, our hometown airport! Thank you for this opportunity and your support. Regards, Yohanes Makmur Co-Founder | VP Marketing December 8, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Charles Chocolates I would like to let you know how excited we are to be afforded an opportunity to be part of Hudson’s local offerings for Fresno Yosemite International Airport. Airports are undeniably appealing from an exposure perspective, yet an incredibly daunting and a cost-prohibitive direct business pursuit for a small company like mine. The opportunity to have our products featured in select Hudson stores at Fresno Yosemite International Airport is exciting especially as Hudson’s approach maximizes our exposure and minimizes our risks - we’d never be able to afford a stand-alone operation. Charles Chocolates is well known and well loved Northern California artisan chocolatier – we look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport, just as we have with the Hudson Group family of retail locations at SFO! Thank you for this opportunity and your support. Sincerely, Chuck ‘Charles’ Siegel President RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 3: PROPOSAL DEPOSIT Accompanying this proposal is a Proposal Deposit in the amount of Five Thousand Dollars ($5,000.00) in form of: [ ] Annual Bidder’s Bond [ ] Certificate of Deposit [ ] Proposer’s Bond [ ] Certified Check [ ] Cashier’s Check [ ] Irrevocable Letter of Credit HG Fresno Concessionaires JV x If the successful proposer does not have a City of Fresno Business License, it shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract. *Please note, HG Fresno Concessionaires JV is a newly formed entity. As a result, it does not have a City of Fresno Business License. In lieu of that, we have provided the City of Fresno Business License for the primary equity holder: Hudson Group (HG) Retail, LLC on the following page. Proposal Deposit is deposited by the undersigned Proposer with the City of Fresno as a guarantee that the Proposer, if awarded all or part of the Agreement, will, within 15 calendar days (except in the event federal funding is applicable to the Agreement, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return an Agreement furnished by the City. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. Such Deposit is made with the understanding that failure to execute such Agreement will result in damage to the City, that the amount of such damage would be difficult to determine and that in the event of such default said Deposit shall become the property of the City; or, if a Proposer’s Bond is deposited, the amount of the obligation thereof, but not more than the above stated amount, shall thereupon be due and payable to the City of Fresno as liquidated damages for such default, payment of said amount to be the joint and several obligation of the Proposer and the corporate surety. BUSINESS LOCATION ( ) The undersigned Proposer does not maintain a place of business in the City of Fresno. ( X ) The undersigned Proposer maintains a place of business in the City of Fresno at: BUSINESS LICENSE ( x ) The undersigned Proposer has a current City of Fresno Business License Number: *Tax Account No. 91631 5175 E Clinton Way, Fresno, CA 93727 ENTRANCE TAB 2 – Business Forms, Inserts and Relevant Materials N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS COMPANY INFORMATION The Nation’s Leading Travel Retail Concessionaire Hudson has been a travel retail leader for over 30 years. Built on vision and a progressive attitude that ensures longevity, Hudson grew from a single news/gifts location in LaGuardia Airport to include an array of operations in travel venues and destination locations across the U.S. and Canada. The information below is reflective of the majority equity holder in HG Fresno Concessionaires JV. The stats we’ve provided in this statement of qualifications speak to our operations prior to the spread of COIVD-19. While we scaled back operations to deal with the downturn in air travel, we’re definitely on the road to recovery and fully expect to be back to business as usual as the crisis continues to abate. $180 Million 9 Califonia Markets $1.9 Billion 2019 revenue (overall) 1,000+ Concessions Locations 88 Markets North America $150 Million 2019 Food Sales 150+ F&B Locations 30+ YEARS Airport Concessions Experience Operating in 88 Locations in U.S. & Canada N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS COMPANY INFORMATION Trade Name Registrations: Hudson Corporate or Limited Liability Company/Partnership entity information: HG Fresno Concessionaires JV is a joint venture between Hudson (87% ownership) and local ACDBE retailer Martinez-Niebla, LLC (13% ownership). Legal name of Corporation, Limited Liability Company or Partnership: HG Fresno Concessionaires JV is a newly formed entity. The primary equity holder is Hudson (HG) Retail, LLC. State of Formation: Delaware* Federal Tax ID: Hudson (HG) Retail, LLC: 27-2070333* * Please note, HG Fresno Concessionaires JV is a newly formed entity. As a result, it does not have state of formation or tax ID. In lieu of both, we have provided the state of formation and tax ID for the primary equity holder: Hudson (HG) Retail, LLC. Delaware The First State Page 1 4777376 8300 Authentication: 204707538 SR# 20223864760 Date: 10-26-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "HUDSON GROUP (HG) RETAIL, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF OCTOBER, A.D. 2022. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "HUDSON GROUP (HG) RETAIL, LLC" WAS FORMED ON THE NINETEENTH DAY OF JANUARY, A.D. 2010. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE. Secretary of State Certificate of Status I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify: Entity Name:HUDSON GROUP (HG) RETAIL, LLC Entity No.:201010310184 Registration Date:04/09/2010 Entity Type:Limited Liability Company - Out of State Formed In:DELAWARE Status:Active The above referenced entity is active on the Secretary of State's records and is qualified to transact intrastate business in California. This certificate relates to the status of the entity on the Secretary of State ’s records as of the date of this certificate and does not reflect documents that are pending review or other events that may impact status. No information is available from this office regarding the financial condition, status of licenses, if any, business activities or practices of the entity. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of November 15, 2022. SHIRLEY N. WEBER, PH.D. Secretary of State Certificate No.: To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at biz fileOnline.sos.ca.gov. 059957837 12/19/22, 8:28 AM B2Gnow https://californiaucp.dbesystem.com Print Business & Contact Information BUSINESS NAME MARTINEZ & NIEBLA LLC OWNER TRICIA SANCHEZ ADDRESS 2631 CIRCLE DR NEWPORT BEACH, CA 92663 [map] PHONE 714-689-1700 ETHNICITY Hispanic American GENDER Male COUNTY Orange (CA) Certification Information CERTIFYING AGENCY City of Los Angeles CERTIFICATION TYPE ACDBE - Airport Concessionaire Disadvantaged Business Enterprise CERTIFIED BUSINESS DESCRIPTION Commodity Codes Code Description NAICS 446130 Optical Goods Stores (changed in 2022 codeset) NAICS 448140 Family clothing stores (changed in 2022 codeset to 458110) NAICS 451211 Book stores (changed in 2022 codeset to 459210) NAICS 453220 Gift, Novelty, and Souvenir Stores (changed in 2022 codeset) Additional Information WORK DISTRICTS/REGIONS Fresno, Los Angeles, Orange, Riverside, Sacramento, San Diego CUCP PUBLIC DIRECTORY CERTIFICATION NUMBER 35525 Certified Profile RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 4: NON-COLLUSION AFFIDAVIT FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 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. Agreed to by:_________________________ Title: _______________________________ HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO Date: 1/3/2023 RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 5: REFERENCES FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Please list at least three current references of similar size and type of services, including governmental agencies and/or airport authorities, if available. Reference No. 1: AGENCY/COMPANY NAME: Reference No. 2: AGENCY/COMPANY NAME: Reference No. 3: AGENCY/COMPANY NAME: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: HG Fresno Concessionaires JV Indianapolis International Airport 7800 Col. H. Weir Cook Memorial Drive, Indianapolis, Indiana 46241 David Shaw dshaw@ind.com 317 487 5010 317 487 5034 1/1/2022 - 12/31/2032Travel Convenience / Specialty Retail Myrtle Beach International Airport 1100 Jetport Rd, Myrtle, SC 29577 Judi Olmstead olmsteaj@horrycounty.org 843.839.7359 N/A 12 years Travel Convenience City Of Colorado Springs Municipal Airport 7770 Milton E. Proby Parkway, Suite 50 Gregory S. Phillips, AAE Greg.Phillips@coloradosprings.gov 719.550.1910 N/A 7 years Travel Convenience RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO: THE PURCHASING MANAGER, OF THE CITY OF FRESNO The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.) 1. a.Business Name (If using more than one business name, please list all names.): b. Address: Is your firm operating as a franchisee? Yes_________ or No ________ If yes, list the franchiser, and number of years your business has been franchised: 2.Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract. HG Fresno Concessionaires JV HG Fresno Concessionaires JV 1 Meadowlands Plaza East Rutherford, NJ 07073 X Please see the pages following this form for information on key personnel. 3.All Proposers must have a minimum of 3 years’ experience under current business name of similar scope and size. How many years has your business been under your present name? ______30+_________ How many years under former names? (List name and number of years) Please note – HG Fresno Concessionaires JV is a newly formed entity. In addition, the primary equity holder: Hudson Group (HG) Retail, LLC is an affiliate of Hudson Ltd. (“Hudson”). Hudson has operations in more than 100 joint ventures, many of whom have been in operations for more than a decade. To satisfy the experience requirement and for the sake of brevity, we’ve provided data on the pages following this from 3 of our current programs that have been in operation for more than 3 years – including our current retail program at FAT. RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 4.How many years has your business been providing services? _________ 5.What other types of services does your business provide? 6.Describe your firm’s communications system and how communications will be implemented between the City and your firm’s local office for transmitting correspondence, reports, requests, etc. 7.Have there been any contract terminations for the services your firm performs before the fulfillment of the contract within the past three years? Yes______ or No _________ If so, list the date, client, and reason for termination below: 8.Provide organizational chart of firm’s key personnel. Organization chart attached? Yes _____ or No ____ 9.Does the proposer currently possess sufficient staff and extra staff to meet the initial requirements (See Attachments D-G) for this contract? Yes _____ or No ____ If “Yes”, describe the inventory and if “No”, describe how you will meet the initial requirements: HG Fresno Concessionaires JV 30+ X Our four pillars – Travel Convenience, Specialty Retail, Duty Free, and Food & Beverage – are at the core of our strategy, and are what truly differentiates us as a travel experience leader in North America. Over the years, we have built a best-in-class store portfolio, augmented by digital technology and operational excellence, that seamlessly delivers what our team members, travelers, landlords, and partners are looking for and more. X Formal reports such as monthly sales reports and certified annual sales are sent as applicable from the agreement. Formal letters are typically used when the subject matter warrants (ex. requests for information, company updates, etc.). Otherwise, our market leader will typically call and/or email with various business points of contact at the airport. x Each day, members of the sales team will greet and assist FAT guests. Supervisors and managers will move continuously from store to store to monitor customer service, operations and inventory. In addition to dedicated team members, we may shift teams between stores to operate registers or otherwise assist customers as needed during high-traffic periods. RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 10.Describe your firm’s vacation policy and holidays, if provided by your firm: 11.Provide your firm's employee training program. Document attached (y/n)? ___________ 12.Provide organizational chart of proposed staffing. Document attached (y/n)? ___________ HG Fresno Concessionaires JV Employees who are classified as regular full-time (non-union) or regular part-time (non-union) are eligible for vacation benefits under this Policy after completing 60 days’ continuous regular employment. Employees classified as seasonal or temporary are not eligible for vacation benefits. Note: Hudson can provide further detail around our vacation and holiday policy if needed. Y Note: we consider training material proprietary and important information that we prefer to keep confidential. We appreciate your understanding the sensitivity around sharing such materials in their entirety. Y HG Fresno Concessionaires JV Staffing Plan Plum Market Fresno Street Eats Position No. of FTEs Position No. of FTEs Chef 1 Cook 5 Sous Chef 4 Server 4 Cook 8 Supervisor 3 Prep Cook 3 Total FTEs 12 Porter 5 Brand Manager - Plum 1 Starbucks (Pre & Post Security) Supervisor 4 Position No. of FTEs Bar 8 Barista 10 Total FTEs 34 Brand Manager - Starbucks 1 Supervisor 6 Retail Team & Infrastructure Total FTEs 17 Position No. of FTEs Sales Team 16 Program Oversight Supervisors 4 Position No. of FTEs Warehouse Manager 1 Program General Manager 1 Warehouse Team 3 Administrative & Accounting 1 Total FTEs 24 Total FTEs 2 HG Fresno Concessionaires JV – Organizational Chart HG Fresno Concessionaires JV – Roles & Responsibility Summary Please note, for the sake of brevity we’ve included a summary. We’re happy to provide full job descriptions upon request. Role Responsibility FAT Program Manger Manage all concepts and offers at FAT; ensuring coordination across all experiences Manager: Plum Market Manage operation of Plum Market & Fresno Street Eats Concepts Manager: Starbucks Manage operation of Starbucks locations Supervisor Assist with operation of respective concept; including management of front line team Warehouse Manager Manage storage, delivery and logistics of FAT program Warehouse Team Store, delivery and organize materials, products and ingredients for FAT program Chef Manage kitchen operations, kitchen staff, create menus, liaise with suppliers Sous Chef Assist chef with day-to-day operations of kitchen; manage staff Cook Manage preparation of specific cuisine; assist sous chef and/or chef Barista Prepare and serve beverages and pre-packaged foods Prep Cook Prepare food of specific cuisine; assist sous chef and/or chef Server Serve food and/or beverages Sales Team Assist guests with purchases of retail items; run cash registers Bartender Prepare and serve alcoholic beverages at bar Porter Cleans and organizes kitchen and storage areas Back-of-House Support Administrative and accounting staff to support FAT operations KEY PERSONNEL & ROLES Tonya Brewer Harris is the General Manager of our program at FAT today. She’s worked at FAT for more than 20 years and as a wealth of knowledge, experience and local understanding that is invaluable. In the event we’re afforded the opportunity to continue to operate concessions at FAT, Tonya will continue to lead our efforts. Tonya and the entire FAT concessions team will be supported by Mike Petersen (SVP, Operations) and Brian Berkner (RVP, Operations). Each will continue to make regular visits to FAT to provide training, mentorship and analyses to maximize the performance of our program. Mike and Brian will ensure that our entire FAT program offering celebrates Fresno consistent with our original program vision presented in this proposal. SUPPORTING THE TEAM & PROGRAM AT FRESNO The performance of our concessions programs are closely monitored to make sure we are delivering value. Routine analyses at FAT will be performed at the local level by Tonya, at a regional level by operations leaders - SVP Mike and Brian – and at the national level by a number of subject matter experts at regional locations as well as the North American Support Center (NASC). As the CEO of our FAT program, Tonya will be assisted by this support structure to continually evolve the program as trends, technology and needs change. Below we’ve included some of our top leaders who will support Tonya and contribute to our success at FAT. Title Area of expertise Tonya Brewer Harris General Manger @ FAT FAT concessions & operations Mike Petersen SVP - Operations Concessions program oversight & operations Brian Berkner RVP - Operations Concessions program oversight & operations Evan Schut SVP - F&B F&B operations Mario Scorcia EVP - Duty Paid Duty Paid operations Iris Messina VP - Business Development Program facilitator Brad Lenz SVP - Store Design & Construction Design and construction activities Ruben Martinez ACDBE Partner Concessions program design & operations Tony Sanchez ACDBE Partner Concessions program design & operations Tricia Sanchez ACDBE Partner Concessions program design & operations In addition to the individuals noted above, a complete infrastructure team will be available to support FAT to support functions including accounting, purchasing, technology, human resources, legal and compliance/licensing needs. HG Fresno Concessionaires JV – Please note, for the sake of brevity we’ve included a summary of key personnel below. We’re happy to provide more information upon request. Please see the table below for 3 of our current programs that have been in operation for than 3 years –including our current retail program at FAT. Location Lease/Operation Commencement No. of stores Total sq. ft. Concepts operated Sales Fort Lauderdale- Hollywood International 2013 19 15,000+ Travel essentials, candy, books, apparel, accessories ,sunglasses 2019 $11.90M 2022: $14.20M Dallas Love Field 2012 22 15,000+ Travel essentials, QSR, coffee, cosmetics, jewelry, accessories, specialty 2019: $11.30M 2022: $15.30M Fresno Yosemite International Airport 2002 3 3,000+ Travel Essentials 2019: $3.08M 2022: $4.43M RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 7:STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION AND INSURANCE REQUIREMENTS FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 The Proposer shall sign below that the Proposer accepts in whole the Indemnification and Insurance Requirements set forth in these Specifications. If the Proposer takes exception to some portions, those portions shall be listed here below and the Proposer shall sign that the Proposer accepts all portions of the requirements not listed. Note: Any exceptions may render the proposal non-responsive. INDEMNIFICATION, EXEMPTION OF CITY, AND INSURANCE A.INDEMNIFICATION AND RELEASE To the furthest extent allowed by law, Concessionaire shall indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) 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, including damage by fire or other casualty) incurred by City, Concessionaire 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 Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of the Airport, including use of any public airport facilities and improvements, upon which the Premises is located; or (iii) performance of, or failure to perform, this Agreement. Concessionaire’s obligations under the preceding sentence shall apply to any negligence of City, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of City. If Concessionaire should contract any work on the Premises or subcontract any of its obligations under this Agreement, Concessionaire shall require each consultant, contractor and subcontractor to enter into a Side Agreement, at the discretion of the City’s Risk Manager or their designee, to indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Concessionaire’s occupancy, maintenance and use of the Premises shall be at Concessionaire’s sole risk and expense. Concessionaire accepts all risk relating to Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of that Premises, including use of any public facilities and improvements, upon which the Premises is located; and (iii) the performance of, or failure to perform, this Agreement. City shall not be liable to Concessionaire or Concessionaire’s insurer(s) for, and Concessionaire and its insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable HG Fresno Concessionaires JV RFP No. 1235007 to an occurrence on or about the Premises including any public facilities and improvements, upon which the Premises is located, in any way related to the Concessionaire’s operations and activities. Concessionaire shall immediately notify City of any occurrence on the Premises including any public facilities and improvements, upon which the Premises are located, resulting in injury or death to any person or damage to property of any person. The provisions of this Section A shall survive termination or expiration of this Agreement. INSURANCE REQUIREMENTS (a)Throughout the life of this Agreement, Concessionaire shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i)admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City’s Risk Manager or his/her designee at any time and in his/her sole discretion. The City of Fresno and each of its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) requires policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, 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, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Concessionaire shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c)The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1.The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, RFP No. 1235007 indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2.The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3.Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE Concessionaire, or any party the Concessionaire subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1.COMMERCIAL GENERAL LIABILITY : (i)$1,000,000 per occurrence for bodily injury and property damage; (ii)$1,000,000 per occurrence for personal and advertising injury; (iii)$2,000,000 aggregate for products and completed operations; and, (iv)$2,000,000 general aggregate applying separately to the work performed under the Agreement. 2.COMMERCIAL AUTOMOBILE LIABILITY : $1,000,000 per accident for bodily injury and property damage. 3.WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i)$1,000,000 each accident for bodily injury; (ii)$1,000,000 disease each employee; and, (iii)$1,000,000 disease policy limit. 4.LIQUOR LIABILITY INSURANCE (if applicable) for alcoholic beverages that are to be sold, served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i)$1,000,000 per occurrence; (ii)$2,000,000 aggregate for bodily injury and property damage; 5.PROPERTY: (if operating within the airport) Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of Concessionaire’s business property. RFP No. 1235007 UMBRELLA OR EXCESS INSURANCE In the event Concessionaire 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 of Fresno and each of its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Concessionaire shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Concessionaire 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 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)Concessionaire 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 the City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to City, except ten (10) days for nonpayment of premium. Concessionaire 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, Concessionaire 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, Concessionaire shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed to name The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds. Concessionaire shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26, CG 20 11 or similar by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms CG 20 26 or CG 20 11. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed so Concessionaire’s insurance shall be primary and no contribution shall be required of City. The coverage shall contain no special limitations on the scope of protection afforded to The City of Fresno and each of its officers, officials, employees, agents and volunteers. If RFP No. 1235007 Concessionaire maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Concessionaire. 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 Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to The City of Fresno and each of its officers, officials, employees, agents and volunteers. The property insurance policy is to contain, or be endorsed to contain, the following provisions: 1.Full replacement value of any permanent improvements on the Premises, with the City named as a Loss Payee. 2.The coverage shall contain: (i)No coinsurance penalty. (ii)No limitations or exclusions for vacancy of any part of the Premises. (iii)No special limitations on the scope of protection afforded to City. PROVIDING OF DOCUMENTS - Concessionaire shall furnish City with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Concessionaire shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Concessionaire shall also be required to provide all documents noted herein. MAINTENANCE OF COVERAGE - If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City hereunder shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, its principals, officers, agents, employees, persons under the supervision of Concessionaire, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. RFP No. 1235007 SUBCONTRACTORS - If Concessionaire should subcontract all or any portion of the services to be performed under this Agreement, Concessionaire shall require, at the discretion of the City, their subcontractor to enter into a separate Side Agreement in order to provide indemnification and insurance protection to City. Concessionaire shall verify that all subcontractors maintain insurance meeting all the requirements stated herein and Concessionaire shall ensure that City and each of their officers, officials, agents, employees and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Concessionaire and City prior to the commencement of any work by the subcontractor. ACCEPT DO NOT ACCEPT If "DO NOT ACCEPT" is checked, please list exceptions: INSERT IF APPLICABLE Signature of Authorized Person Type or Print Name of Authorized Person x Brian J. Quinn RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 9: ADDENDA and TIME PERIOD TO AWARD/REJECT 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 ONE HUNDRED (120) 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. HG Fresno Concessionaires JV RFP No. 1235007 Proposer’s Name_______________ (Submit within 3 days after Proposal opening) FORM 10: DBE DATA REQUEST This information is being gathered for informational purposes only and failure to provide this information will have no impact whatsoever on the evaluation of your bid or proposal. All information submitted on this form is subject to review by the DBE Coordinator Commitment Percentage: I certify that the information contained in this good faith effort documentation form is true and correct to the best of my knowledge. I further understand that any willful falsification, fraudulent statement or misrepresentation could make this bid non-responsive. Proposer/Authorized Representative Signature: Title: Date: HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO 1/3/2023 30% FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 1 of (Submit with Proposal) Proposer's Name______________________________ FORM 11: DISCLOSURE OF CONFLICT OF INTEREST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 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) HG Fresno Concessionaires JV 1/3/2023 HG Fresno Concessionaires JV Brian J. Quinn 1 Meadowlands Plaza East Rutherford, NJ 07073 N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS AGREEMENT COMMENTS HG Fresno Concessionaires JV has reviewed the agreement and does not have any comments at this time. ENTRANCE TAB 3 – Tenant Mix & Concessions Plan FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: CONCEPT LOOK & FEEL T-105 | Hudson + Einstein Bros. Bagels | Concept 1,245 SF On-the-go-convenience meets the perfect on-the- go food. At this combination Hudson and Einstein Bros. Bagels store, travelers will be able to fi nd everything they need while also grabbing fresh, delicious bagels in a variety of fl avors and toppings. Bites While You Shop FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: MATERIALS BOARD (HUDSON + EINSTEIN BROS.) T-105 | Hudson + Einstein Bros. Bagels | Materials Board 1,245 SF Material Dimensional Metal and Wood Storefront Panels Birch VeneerPorcelain Tile Black Aluminium Megawall Material Porcelain Tile Porcelain Tile Subway Tile Slated Wood Paint Paint Paint Back-lit Ribbed Acrylic Designed to allow customers to seamlessly shop at both Hudson and Einstein Bros. Bagels once they enter, the two storefronts open up into a seamless shared space. Within, customers can shop while they wait for their bagel order. • This reimagined Hudson and Einstein Bros. shopping experience leverages our strengths and emphasizes quality. • Designed to meet the traveler’s needs with a fast, easy, and sophisticated merchandising approach. • The storefront seamlessly combines Hudson and Einstein Bros. brand elements to create energy and motion through a mix of materials and finishes. • Authentic materials are the foundation of this environment. These color choices create a more comfortable experience for the shopper and allow our brands to pop through marketing and graphics. • The brightly lit neutral interior uses strategically placed directional elements to guide customers to the product. • Digital content above the coolers activates the space and keeps it feeling dynamic. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Storefront Rendering 1 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Storefront Rendering 2 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: INTERIOR RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Interior Rendering 1 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Interior Rendering 2 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: FLOOR PLAN RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Floor Plan Rendering 1,245 SF STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT HUDSON 745 SF IT/ELEC(EXT. CLOSET)30" COOLER 30" COOLER 30" COOLER30" COOLERBOH98 SF IMPULSEBACKCOUNTERBACKCOUNTER MOBILE ORDERPICK UP +HAND OFFPOS3'-0"ESPRESSOSTATION4'-7"MERCHANDISE3'-6 3/4"PEGGEDMPPEGGEDMP MEDIA MAG ESSENTIALS MAG BOOK BOOK TECH/ TRAVEL HBA STARBUCKS 500 SF MARKETPLACE MARKETPLACECONDIMENTS3'-0"CASHWRAP 1 - STAFFED 2 - SELF CHECKOUT 4'-0 1/2" FOODCASE DESTINATION121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r .c o m DIRECTION OF TRAVEL FAT AIRPORT - T-105 | HUDSON + STARBUCKS FLOOR PLAN 11.14.2022 3/16" = 1'-0" KEY PLAN PRE-SECURITY SPACE T-105 1,245 SF 745 SF = HUDSON 500 SF = STARBUCKS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: CONCEPT LOOK & FEEL C-135 | Hudson + Brookstone | Concept 1,008 SF Outer Graphics.indd 1Outer Graphics.indd 1 8/10/21 6:02 PM8/10/21 6:02 PM 8x10_12x8_11x11 Brookstonne_Graphics.indd 18x10_12x8_11x11 Brookstonne_Graphics.indd 1 9/28/21 7:27 PM9/28/21 7:27 PM With Hudson’s convenience off erings combined with Brookstone’s innovative and on-trend technology, everything a traveler needs for on-the-go wellness, connection, and entertainment can be found here. Tech and Travel FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: MATERIALS BOARD (HUDSON + BROOKSTONE) C-135 | Hudson + Brookstone | Materials Board 1,008 SF Megawall Material Porcelain Tile Megawall Porcelain Tile Paint Paint Back-lit Storefront Graphic Wood Veneer Blue LED Powder Coated Metal Paint Dimensional Metal and Wood Storefront Panels Black Aluminium Back-lit Ribbed Acrylic Convenience transitions seamlessly into technology and wellness offerings in this shared space, with both storefronts’ sleek blue color palettes and easy-to-navigate interiors making it easy to browse and shop. • This reimagined Hudson and Brookstone shopping experience leverages our strengths and emphasizes quality. • Designed to meet the traveler’s needs with a fast, easy, and sophisticated merchandising approach. • A darker blue is the foundation of the Hudson environment. This color choice creates a more comfortable experience for the shopper and allows our brand blue to pop in marketing and graphics. • The brightly lit neutral interior uses strategically placed directional elements to guide customers to the product. • Digital content above the coolers activates the space and keeps it feeling dynamic. • From the concourse, a well-lit and eye-catching Brookstone facade beckons travelers to enter and explore. • Fixtures are intentionally positioned to create brand and category destinations, where customers can comfortably dwell. TENANT MIX & CONCESSIONS PLAN C-135: STOREFRONT RENDERINGS C-135 | Hudson + Brookstone | Storefront Rendering 1,008 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: INTERIOR RENDERINGS C-135 | Hudson + Brookstone | Interior Rendering 1,008 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-120: FLOOR PLAN RENDERINGS C-135 | Hudson + Brookstone | Floor Plan Rendering 1,008 SF BOH 81 SF AUDIOTECH ESSENTIALS 30" COOLER 30" COOLER 30" COOLER 30" COOLER 30" COOLER MARKETPLACE BOOKS IT/ELEC PEGGED MAG MAG MEDIA ESSENTIALS DESTINATION HBAMAG MARKETPLACE HUDSON 794 SF BROOKSTONE 214 SF DESTINATION CASHWRAP 1 - STAFFED 2 - SELF CHECKOUT IMPULSE 4'-6"TRAVELACCESS.TRAVEL LUGGAGE+ BAGS PLAY BROOKSTONE STOREFRONT BRAND FEATURE FIXTURE BRAND FEATURE FIXTURE WELLNESS BOOKS4' - 0 1 / 2 " VENDOR FIXTURES DESTINATION4'-0"4' - 1 3 / 4 " 121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r . c o m FAT AIRPORT - C-135 | HUDSON + BROOKSTONE FLOOR PLAN 11.16.2022 1/4" = 1'-0" KEY PLAN SPACE C-135 DIRECTION OF TRAVEL 1,008 SF 942 SF = HUDSON 66 SF = BROOKSTONE STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: CONCEPT LOOK & FEEL (HUDSON) POD | Hudson | Concept 1,100 SF Known as the Traveler’s Best Friend, Hudson is a world-leading travel essentials brand – the most widely recognized in North America. Ever-evolving for fresh relevance, the lifestyle FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: MATERIALS BOARD (HUDSON) POD | Hudson | Materials Board 1,100 SF Wood Veneer Megawall Wood Veneer Wood Veneer Paint Porcelain Tile Greenery Porcelain Tile With a biophilic design inspired by the Yosemite National Park and its majestic sequoia trees, this Hudson store transports travelers into a natural, calming space, offering a breath of fresh air from the airport’s hustle and bustle. • Pops of green and wood appear throughout the space in materiality to transport customers to Yosemite National park. • Moss accents can be seen throughout the space to help activate and bring the space to life. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: STOREFRONT RENDERINGS (HUDSON) POD | Hudson | Storefront Rendering 1,100 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: INTERIOR RENDERINGS (HUDSON) POD | Hudson | Interior Rendering 1,100 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: FLOOR PLAN RENDERINGS (HUDSON) POD | Hudson | Floor Plan Renderings 1,100 SF STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT CONDIMENTS 20 SEATS BUSING KITCHEN 300 SF PACKAGED FOOD ORDER COUNTER 4 STANDING SPACES PICKUP COUNTER 121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r .c o m DIRECTION OF TRAVEL FAT AIRPORT - C-134 | FRESNO STREET EATS FLOOR PLAN 11.14.2022 1/4" = 1'-0" KEY PLAN SPACE C-134 842 SF FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS INDUSTRY TRENDS & RETAIL PROGRAM SUMMARY Industry Trends Fresno Yosemite International Airport (FAT) serves as a regional hub for the San Joaquin Valley and the greater Central Valley region. Known for its variety of tourist attractions and proximity to some of California’s most popular and highly visited national parks like Yosemite, Sequoia and Kings Canyon, FAT provides a high level of service for all travelers. Known as one of the most recognizable and premier travel concessionaires in North America, Hudson is equally as committed to enhancing the travel experience for passengers every day. We pay attention to details and study passenger demographics as well as varying purchase patterns, this is why we are aware and sensitive to the recent shift in traveler’s demand and needs. We know that following the Covid-19 pandemic travelers have increasingly grown more attracted to convenience, variety, quality and easy to access tech-enabled shopping options. We also note that varying purchasing patterns in travelers means an opportunity to rethink our program approach and concepts to better serve the demands of FAT travelers and make FAT a convenient and friendly airport for all with the best traveler amenities for years to come. Program Summary Our program approach is three-pronged 1) to deliver best-in-class service at FAT 2) enhance the overall business and leisure travelers experience through technology and 3) to provide game-changing opportunities (hybrid concepts) for economic development for a world class program. Our Hybrid program model will include: C-135 T-105 Space POD N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON Hudson – The Only Name in News & Travel Convenience Known as the Traveler’s Best Friend, Hudson is a world leading travel essentials brand – the most widely recognized in all of North America. Ever-evolving for fresh relevance, the lifestyle shopping experience caters to today’s on the-go consumer. Our reputation among travelers is why Hudson is the only name in travel convenience. FORGOT YOUR PHONE CHARGER? WE’VE GOT YOU COVERED. NEED A HEALTHY SNACK, WATER – AND CANDY? YOUR SECRET’S SAFE WITH US! LOOKING FOR COOL T-SHIRTS FOR THE KIDS? HUDSON’S GOT YOUR BACK. THE BRAND KNOWN AND TRUSTED BY TRAVELERS Selection Rationale: Hudson is the Brand Traveler’s Know & Trust For more than 30 years, Hudson has seen – and solved – every situation that travelers face. Since opening our first Hudson store in LaGuardia, we’ve been keeping travelers happy by giving them what they need, whenever they want it. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON Profile Summary Delta passenger 1579 is returning home after spending the week in Fresno on business. His flight to JFK is about 7.5 hours (DL 3994 connecting to DL508 in SLC). He’s 47, a father of twins and his flight is delayed about 40 minutes. He was pleased to see the blue Hudson sign as he made his way through security because he knows they’ll have a wide assortment to choose from. Passenger 1579 is avid reader and loves magazine (how 1995 of him), and he can count on Hudson having a decent selection of mags to choose from. He’s pretty sure he saw Brookstone next to Hudson, so he might make his way there to look at some new headphones. Concept Recommendation Hudson is perfect for passenger 1579. He can find healthy options in the Grab & Go portion of the space. Thanks to a friendly sales associate, he’ll also find a Freda Kahlo meets Rosy-The- Riveter tote bag that he’s positive will make his wife smile Why Hudson @ FAT NEED TECH RESISTANT CONNECTING (LONG HAUL) DOMESTIC FLIGHT 47 YR. OLD MALE $180,000-$240,000 IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMODATION DOMESTIC VS. INTERNATIONAL AGE & GENDER PATTERNS INCOME LEVEL FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE Description: Welcome to the New Brookstone Brookstone, Hudson’s exclusive brand, is an iconic American brand that packs 54 years of expertise. It features a wide array of unique and innovative products in the travel, wellness, aromatherapy, and into the tech essentials, gadgets, comfort products, and travel necessities that keep every road warrior connected and confident while on the ground or in the air. Through our years of experience in leading the travel retail industry, we’ve completely reimagined Brookstone to align with the needs and desires of today’s tech-savvy, gadget-oriented consumers on the go. Selection Rationale: The evolution of travel and consumer preferences demands more travel accessories and travel essentials basics. Things like power and cables, earbuds, as well as comfort items -- neck pillows, blankets and socks. After all, this is the age of more – and Brookstone more than delivers. FAT travelers will find exciting new and expanded categories. Travelers can handle delayed flights, missed connections or any other inconvenience- if they can stay connected and comfortable. The merchandise is focused on what travelers need and want, including a selection of STEM- related games and activities. A family of five can pick up the wellness, entertainment, and travel essentials that make every trip a little more fun while a business traveler can easily replace the broken or lost tech tool that will save the meeting. Brookstone associates are thoroughly trained on every product. They are confident and knowledgeable in explaining each item, it’s benefits and unique attributes. They are after all the “Traveler’s Best Friend.” Brookstone isn’t “just” an electronics brand. It’s a lifestyle brand with more. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE Profile Summary Passenger B2861 is leaving Fresno to visit his family for the holiday. His flight to EWR is about 7.5 hours (United B2861 connecting to United 1591 in DEN). He’s 32, single and he has about 2 hrs. until boarding. He was pleased to see the Brookstone sign as he made his way through security because he knows they’ll have a wide assortment to choose from. Passenger B2861 is tech-savvy and loves to try new headphones, and he can count on Brookstone having a nice selection of headphones to choose from. NEED TECH RESISTANT CONNECTING (LONG HAUL) DOMESTIC FLIGHT 32 YR. OLD MALE $90,000 - $120,000 IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMMODATION DOMESTIC VS. INTERNATIONAL AGE & GENDER PATTERNS INCOME LEVEL Concept Recommendation Brookstone is perfect for passenger B2861. He can find great brands in headphones, such as Apple and Bose. Thanks to a friendly sales associate, he’ll also find games to buy and play since he has 2 hours until his boarding. He can bring these items on the plane with him as well to help pass the time on the long flight. Why Brookstone @ FAT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS. BAGELS Einstein Bros. Bagels Known as the largest fast casual bagel brand in America as well as a top franchise in the breakfast category. Options for All Dayparts •Various options and menus catered to each daypart. Known & Beloved Everywhere •Locations in college campuses, airports, business & industry, healthcare & military installations. Menu Variety •Delicious, freshly-made bagels, sandwiches, coffee & more at an affordable price. Selection Rationale: At Einstein Bros.® Bagels, they believe in the bagel. They believe it has the power to do amazing things— giving you a reason to look forward to morning office meetings or an afternoon escape or even the simple joy of a shmear mustache on your kid’s face. It’s why they get to the store at 2am every day and bake fresh bagels every four hours, so their bagels are as fresh and delicious as possible. It’s why they only use the finest breakfast ingredients to create the most inspiring flavors. It’s why they do everything possible to make your day that much better. To spread a little more joy and happiness in the world. To laugh, smile and enjoy each other’s company that much more. And to them, there’s no better way to do that than with the bagel. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS. BAGELS Profile Summary Passenger B4073 is returning home after spending the week in Fresno, visiting her boyfriend. Her flight to BOS is about 7.5 hours (United 2410 connecting to United 1103 in DEN). She’s 20, in a long-distance relationship and her flight is in 40 minutes. She woke up late and didn’t have a chance to drink her coffee or have breakfast. She was pleased to see the Einstein Bros.® Bagels sign as she’s sure she can find a great cup of coffee and a bagel on the go. She’s also happy she won’t be breaking the bank on breakfast this morning. NEED TECH RESISTANT DOMESTIC FLIGHT 20 YR. OLD FEMALE $40,000 - $55,000 Concept Recommendation Einstein Bros.®️ Bagels is perfect for passenger B4073. She can find coffee and variety of quick breakfast options. This passenger always wanted to try Einstein Bros.®️ Bagels but never had a chance to do so. She is surprised that she found them at the airport. She is excited to have their coffee and bagel for the first time. This worked perfectly for her since she doesn’t have too much time for a big breakfast. Why Einstein Bros.® Bagels @ FAT CONNECTING (LONG HAUL) IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMODATION DOMESTIC VS. INTERNATIONA AGE & GENDER PATTERNS INCOME LEVEL FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS TECHNOLOGY Technology Trends Technology powers our lives, making things faster, easier, and more convenient for us. Technology allows us to start our cars remotely, adjust the thermostat, keep an eye on our pets, see who’s at the front door. Technology is part of our everyday lives – and it’s only going to become more so. Technology is going to play a much larger role at airports too. Whether it’s an airline app that informs you if your flight is delayed or on time, Free Wi-Fi and charging areas for travelers, or the technology and biometrics required to go through security, there is no doubt that technology will only continue to enhance the travel experience for all travelers around the world. Airports like FAT involve so many different parties every day from the travelers themselves to the pilots to the airline employees and security personnel to vendors, we know that adopting new technology will be the key driver in creating every facet of a traveler’s journey seamless. “We make travel easy, convenient and fast” Tech-Enabled Shopping Whether for business or pleasure, FAT sees and serves millions of travelers a day. With anticipated rebound of travel and travelers’ technology upgrades and programming will help travelers navigate their journey more efficiently and sustainably. We know that travelers are increasingly attracted to convenience, variety, quality and accessible tech-enabled shopping option. Tech-enabled shopping is the future of travel shopping. It’s all about convenience and speed of service, two things’ travelers value most. When working on our programming we have looked at different ways to upgrade and innovate with tech. See key tech enhancements and services we have upgraded that are focused on enhancing the guest experience across our program for FAT. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS TECHNOLOGY The Travel Shopping Experience Elevated The travel experience can be frustrating at times, like having to wait in line while an associate multitasks — processing transactions while assisting a customer on the floor at the same time. This is where took the opportunity to improve the experience through technology. See below to see how we are using technology to elevate the experience at each of our stores: •Self-Check-out Options- hurried travelers will appreciate the speed of service •Digital Menu Boards- hungry travelers will appreciate the freshly available food options (breakfast-lunch-dinner) •QR codes- tired travelers will appreciate the varied options for attaining information •Loyalty Apps- loyal travelers will appreciate being able to use their loyalty points Combined these technology upgrades result in pure simplicity. From not needing to stand in line at the checkout while an associate rings and bags your purchases to being able to redeem your loyalty points—our tech-enable programming puts FAT travelers in control. Technology and advanced staffing techniques create an elevated shopping experience For optimal customer service and satisfaction FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS PRICING STRATEGY Pricing Methodology Accurate and evolving pricing is an important component of our business. Here’s how we monitor pricing and how we make changes over time: 1. Travel Essentials. Our local and regional operations leaders monitor pricing of items in this category routinely. They survey the local market for comparable products to set initial pricing levels. After the initial pricing is established, our teams continue to review pricing at comparable locations and make adjustments based on local market fluctuations. 2. Books, newspapers, magazines. Merchan- dise in this category is set based on each dis- tributors Manufacturer’s Suggested Retail Price (MSRP), which equals street pricing. 3. Specialty-retail merchandise. Specialty retail merchandise varies by brand, and we follow the pricing guidance provided by the different brands (i.e., Coach, Urban Decay) in almost all cases. 4. F&B – Our local and regional operations leaders monitor F&B pricing routinely. Our rates are comparable to the F&B stores located outside the airport. After the initial pricing is established, our teams continue to review pricing at comparable locations and make adjustments based on local market fluctuations. 5. Changes. In the event that pricing is changed, we provide written notification of such changes to our clients (i.e., aviation authorities). Our experience has proven that reasonable prices increase sales. By increasing sales, we are better able to increase rents for the airport while stabilizing our percentage rent for better control and predictability of profit margins. The expectation of reasonable pricing goes a long way toward enhancing the airport’s image in the eyes of the traveling public. Hudson generally prefers to maintain prices at a constant level, but recognizes that costs may increase over time. Prices will be compared periodically, particularly if prices should shift unusually for a given merchandise category. For instance, the cost of tobacco products changes sig- nificantly with tax alterations. Prices from our comparison locations would be presented in support of a request for a price increase. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS LOCAL PRODUCTS Yosemite Country Foods Yosemite Country Foods has been a family owned business located just south of Yosemite, since 1991. It was started so that Yosemite National Park could have its own unique product line. They use nothing but the freshest, top quality products such as; Beef and Turkey Jerky, Candy, Trail Mix and Dried Fruit. Yosemite Country Foods can be found in our Hudson stores at FAT today! Braga Braga Organic Farms started from their love for pistachios and organic food in general. Their products have been certified organic food by C.C.O.F. since November of 2000. They currently have 40 acres of pistachios located in Madera, California. They truly believe that everybody should purchase organic food directly from the farmer. There is no better or fresher way to eat! Braga’s delicious and nutritious snacks include Almonds, Hudson is hoping to bring the following local brands to our NEW Hudson stores at FAT: A ‘Capella At Made in Nature, they’re the pioneers of organic snacks. They’ve been traveling the world, walking the fields, col- laborating with growers, rolling up their sleeves, and getting dirty for over 30 years. No matter your snacking occasion, persuasion or location, they’ve got the most delicious and delightful snacks. From organic dried fruit to fair trade choco- late, they’ve got your snacks covered! • ALWAYS ORGANIC • NON-GMO • CERTIFIED GLUTEN FREE • 100% PLANT-BASED FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS LOCAL PRODUCTS Hinkle’s Honey Hinkle’s Honey offers their delicious blend of different nectars straight from the hives. Their honey is NEVER super- heated, filtered or strained, therefore you are receiving the enzymes, nutrients and pollens the bee adds in, flavoring is never added. When the honey is extracted from their different areas and locations it is then blended into a tank for a delicious one of a kind flavor that will not disappoint your taste buds. Raphio Chocolate Raphio Chocolate was born from a desire to promote healthy real chocolates to other parents or anyone, for that matter, so their children or loved ones can also enjoy pure dark chocolate. Their choc- olate bars have won several awards nationally as well as internationally. They are proudly worn on each winning product. Their offering includes choco- late bars, chocolate bonbons and ground chocolate. Life’s Grape Their grapes are gently sun- dried on the vine under the shade of the canopy. This signature, all-natural drying process results in a juicier and sweeter snack. They know this difference will surprise and delight you! Their delicious and unique snacks include Dark Chocolate Dipper Vine-Dried Grapes, Peanut Butter Dipped Vine-Dried Grapes and Classic Vine-Dried Grapes. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON PRODUCTS Hudson Merchandise Categories & Pricing Hudson will continue to evolve product assortments and modify the mix based on traveler feedback, purchasing patterns and sales results. Fresno does not stand still and as a result, both the product and retail plans will anticipate trends to keep pace with FAT busy life. FAT life includes elements and milestones past and present, incorporating both culture and lifestyle. The rich heritage will be highlighted and respected. Critical to the plan and integral to planning, is intentional consideration of Fresno Events which are locally and globally recognized. Product Pricing Please see the tables below for a high-level product assortment, consistent with our travel essentials operation portfolio across North America. Product Category Price Range Snacks, Candy, Food $1.99-$24.99 Beverages $1.59-$5.99 Electronics $9.99-$499.99 Souvenirs & Apparel $2.49-$99.99 Travel Accessories $9.99-$49.99 FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE PRODUCTS Brookstone Merchandise Categories & Pricing Brookstone offers today’s travelers variety in selections and brands to fulfill their tech needs on-the-go and beyond. In addition to premium global Brands like Apple, Beats, Bose and Sony (to name just a few) Brookstone also offers an extensive assortment of proprietary products available exclusively at Hudson Airport Stores. With additional categories like Wellness + Personal Care, and a curated collection of S.T.E.M. related toys and activities. (Science/Technology/Engineering/Mathematics), Brookstone continues to exceed the expectations of today’s tech-savvy traveling consumer. Product Pricing Please see the tables below for a high-level product assortment, consistent with our travel essentials operation portfolio across North America. Audio Headphones, ear buds, headsets, including wireless and wired, noise reduction, noise cancelling, bone conduction, and options for kids $21.99 - $349.99 Tech Accessories Charging cables, adapters, portable power $14.99 - $119.99 Travel Accessories Locks, luggage tags, comfort, including pillows, socks, and blankets $9.99 - $49.99 Luggage Roller bags, duffels, laptop bags, backpacks, travel cubes, totes $9.99 - $699.99 Wellness + Personal Care Handheld and specialty massagers, wellness travel kits, aromatherapy, mental health, fitness massage, cleanse and refresh $9.99 - $599.99 S.T.E.M. Toys, activities, education, games, kits, novelty $9.99 - $129.99 FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS PRODUCTS Einstein Bros.® Bagels is your neighborhood bagel shop. They’re proud to provide your guests with freshly baked bagels, breakfast sandwiches, lunch sandwiches, coffee and so much more. Product Pricing Please see the table below for a high-level product assortment of Einstein Bros. Bagels. Product Category Bagels & Breakfast Sandwiches $2.39 – $18.99 Lunch/Hot & Toasty $7.89 - $9.99 Beverages $2.29 - $4.69 Espresso $3.79 - $5.49 ENTRANCE TAB 4 – Projected Gross Receipts, Rent and Cash Flow Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,426,133 $1,477,430 $1,545,916 $1,622,250 $1,707,940 $1,788,669 $1,871,664 $1,966,370 $2,065,869 $2,170,402 $2,280,224 $2,395,603 $2,516,821 $2,644,172 $2,777,967 $30,257,428 Operating Expenses Cost of Goods 35.8%$509,989 $528,334 $552,824 $580,121 $610,764 $639,633 $669,313 $703,180 $738,761 $776,142 $815,415 $856,675 $900,023 $945,564 $993,409 $10,820,149 Labor 22.5%$320,456 $331,983 $347,372 $364,524 $383,779 $401,919 $420,568 $441,849 $464,206 $487,695 $512,373 $538,299 $565,537 $594,153 $624,217 $6,798,927 Space Rent $40.00 $40,320 $42,336 $44,453 $46,675 $49,009 $51,460 $54,033 $56,734 $59,571 $62,550 $65,677 $68,961 $72,409 $76,029 $79,831 $870,048 Percentage Rent 10.0%$102,293 $105,407 $110,139 $115,550 $121,785 $127,407 $133,134 $139,903 $147,016 $154,491 $162,345 $170,599 $179,273 $188,388 $197,966 $2,155,695 Other Direct Expenses 6.5%$93,274 $96,629 $101,108 $106,101 $111,705 $116,985 $122,413 $128,607 $135,115 $141,952 $149,134 $156,681 $164,609 $172,938 $181,688 $1,978,939 G&A 5.8%$82,716 $85,691 $89,663 $94,090 $99,061 $103,743 $108,557 $114,049 $119,820 $125,883 $132,253 $138,945 $145,976 $153,362 $161,122 $1,754,931 Royalties 2.5%$35,653 $36,936 $38,648 $40,556 $42,698 $44,717 $46,792 $49,159 $51,647 $54,260 $57,006 $59,890 $62,921 $66,104 $69,449 $756,436 Utilities 0.5%$7,352 $7,616 $7,969 $8,363 $8,804 $9,221 $9,648 $10,137 $10,650 $11,188 $11,755 $12,349 $12,974 $13,631 $14,320 $155,977 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,730 $8,111 $8,540 $8,943 $9,358 $9,832 $10,329 $10,852 $11,401 $11,978 $12,584 $13,221 $122,879 Total Operating Expenses 84.0%$1,192,053 $1,234,931 $1,292,176 $1,363,710 $1,435,717 $1,503,624 $1,573,400 $1,652,977 $1,736,617 $1,824,490 $1,916,810 $2,013,800 $2,115,698 $2,222,753 $2,335,224 $25,413,980 EBITDA 16.0%$234,079 $242,499 $253,740 $258,540 $272,223 $285,045 $298,264 $313,393 $329,251 $345,911 $363,414 $381,803 $401,122 $421,419 $442,743 $4,843,447 Amortization/Depreciation 2.7%-$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$826,135 Interest & Taxes (24%)24.0%-$56,179 -$58,200 -$60,898 -$62,050 -$65,333 -$68,411 -$71,583 -$75,214 -$79,020 -$83,019 -$87,219 -$91,633 -$96,269 -$101,141 -$106,258 -$1,162,427 NET PROFIT 9.4%$122,825 $129,224 $137,767 $141,414 $151,814 $161,558 $171,605 $183,103 $195,155 $207,817 $221,119 $235,095 $249,777 $265,203 $281,409 $2,854,885 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks for the Brookstone concept - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Brookstone C-135 1,008 $820 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $3,071,548 $3,182,030 $3,329,532 $3,493,936 $3,678,492 $3,852,362 $4,031,115 $4,235,089 $4,449,385 $4,674,523 $4,911,054 $5,159,554 $5,420,627 $5,694,911 $5,983,073 $65,167,229 Operating Expenses Cost of Goods 36.1%$1,110,246 $1,150,181 $1,203,497 $1,262,923 $1,329,633 $1,392,480 $1,457,092 $1,530,821 $1,608,280 $1,689,659 $1,775,156 $1,864,979 $1,959,347 $2,058,490 $2,162,650 $23,555,434 Labor 23.3%$716,324 $742,090 $776,489 $814,830 $857,871 $898,420 $940,107 $987,677 $1,037,653 $1,090,158 $1,145,320 $1,203,274 $1,264,159 $1,328,126 $1,395,329 $15,197,828 Space Rent $40.00 $44,000 $46,200 $48,510 $50,936 $53,482 $56,156 $58,964 $61,912 $65,008 $68,258 $71,671 $75,255 $79,018 $82,969 $87,117 $949,457 Percentage Rent 10.0%$263,155 $272,003 $284,443 $298,458 $314,367 $329,080 $344,147 $361,596 $379,930 $399,194 $419,434 $440,700 $463,045 $486,523 $511,190 $5,567,266 Other Direct Expenses 6.5%$200,890 $208,116 $217,763 $228,515 $240,586 $251,958 $263,649 $276,989 $291,005 $305,730 $321,200 $337,452 $354,527 $372,467 $391,313 $4,262,159 G&A 5.8%$178,150 $184,558 $193,113 $202,648 $213,353 $223,437 $233,805 $245,635 $258,064 $271,122 $284,841 $299,254 $314,396 $330,305 $347,018 $3,779,699 Royalties 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utilities 0.5%$15,834 $16,403 $17,164 $18,011 $18,963 $19,859 $20,780 $21,832 $22,937 $24,097 $25,316 $26,597 $27,943 $29,357 $30,843 $335,937 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $16,648 $17,470 $18,392 $19,262 $20,156 $21,175 $22,247 $23,373 $24,555 $25,798 $27,103 $28,475 $264,653 Total Operating Expenses 82.7%$2,528,598 $2,619,550 $2,740,979 $2,892,969 $3,045,724 $3,189,782 $3,337,806 $3,506,618 $3,684,053 $3,870,466 $4,066,312 $4,272,067 $4,488,234 $4,715,339 $4,953,935 $53,912,432 EBITDA 17.3%$542,950 $562,480 $588,553 $600,967 $632,768 $662,580 $693,308 $728,471 $765,331 $804,057 $844,742 $887,486 $932,393 $979,572 $1,029,138 $11,254,797 Amortization/Depreciation 1.5%-$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$976,568 Interest & Taxes (24%)24.0%-$130,308 -$134,995 -$141,253 -$144,232 -$151,864 -$159,019 -$166,394 -$174,833 -$183,679 -$192,974 -$202,738 -$212,997 -$223,774 -$235,097 -$246,993 -$2,701,151 NET PROFIT 11.6%$347,537 $362,380 $382,196 $391,630 $415,799 $438,456 $461,810 $488,533 $516,547 $545,979 $576,900 $609,385 $643,514 $679,370 $717,041 $7,577,078 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson Local C-203-R 1,100 $888 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,346,278 $1,394,704 $1,459,355 $1,531,414 $1,612,306 $1,688,514 $1,766,863 $1,856,266 $1,950,193 $2,048,873 $2,152,546 $2,261,465 $2,375,895 $2,496,115 $2,622,418 $28,563,203 Operating Expenses Cost of Goods 33.1%$445,586 $461,614 $483,012 $506,862 $533,635 $558,858 $584,790 $614,380 $645,468 $678,128 $712,442 $748,491 $786,365 $826,155 $867,958 $9,453,742 Labor 28.6%$384,852 $398,695 $417,177 $437,776 $460,900 $482,685 $505,082 $530,639 $557,490 $585,699 $615,335 $646,471 $679,182 $713,549 $749,655 $8,165,188 Space Rent $40.00 $49,800 $52,290 $54,905 $57,650 $60,532 $63,559 $66,737 $70,074 $73,577 $77,256 $81,119 $85,175 $89,434 $93,905 $98,601 $1,074,612 Percentage Rent 10.0%$84,828 $87,180 $91,031 $95,492 $100,698 $105,293 $109,950 $115,553 $121,442 $127,631 $134,136 $140,972 $148,156 $155,706 $163,641 $1,781,708 Other Direct Expenses 6.8%$91,051 $94,326 $98,699 $103,572 $109,043 $114,197 $119,496 $125,543 $131,895 $138,569 $145,580 $152,947 $160,686 $168,817 $177,359 $1,931,780 G&A 5.8%$78,084 $80,893 $84,643 $88,822 $93,514 $97,934 $102,478 $107,663 $113,111 $118,835 $124,848 $131,165 $137,802 $144,775 $152,100 $1,656,666 Royalties 4.2%$56,530 $58,563 $61,278 $64,303 $67,700 $70,900 $74,190 $77,944 $81,888 $86,031 $90,385 $94,958 $99,763 $104,811 $110,114 $1,199,358 Utilities 0.5%$6,940 $7,190 $7,523 $7,894 $8,311 $8,704 $9,108 $9,569 $10,053 $10,562 $11,096 $11,658 $12,248 $12,867 $13,519 $147,243 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,297 $7,657 $8,062 $8,443 $8,834 $9,281 $9,751 $10,244 $10,763 $11,307 $11,879 $12,481 $115,999 Total Operating Expenses 89.4%$1,197,672 $1,240,751 $1,298,266 $1,369,668 $1,441,991 $1,510,192 $1,580,273 $1,660,199 $1,744,205 $1,832,462 $1,925,185 $2,022,599 $2,124,942 $2,232,465 $2,345,427 $25,526,296 EBITDA 10.6%$148,607 $153,952 $161,089 $161,746 $170,315 $178,323 $186,590 $196,067 $205,988 $216,411 $227,361 $238,866 $250,952 $263,650 $276,991 $3,036,907 Amortization/Depreciation 3.5%-$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$1,003,541 Interest & Taxes (24%)24.0%-$35,666 -$36,949 -$38,661 -$38,819 -$40,876 -$42,797 -$44,782 -$47,056 -$49,437 -$51,939 -$54,567 -$57,328 -$60,229 -$63,276 -$66,478 -$728,858 NET PROFIT 4.6%$46,039 $50,101 $55,525 $56,024 $62,537 $68,622 $74,906 $82,108 $89,648 $97,569 $105,892 $114,635 $123,821 $133,472 $143,611 $1,304,509 Sales assumptions - Based on existing Hudson News landside performance, estimation for coffee service capacity and an synergy sales uplift for the hybrid Retail + F&B location - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Café T-105 1,245 $806 INPUTS ENTRANCE TAB 5 – Proposed Capital Investment FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 4 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 SCHEDULE 2: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER NEWS & GIFT CONCESSION UNIT SCHEDULE NO. 2 – FAT: Initial Capital Investment (Dollar Amount) per News & Gift Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each News & Gift Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in the Terminal Building and Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Terminal (Pre-Security); Space T-105 (1,245sq.ft.) Combination News & Convenience and National Branded Coffee 2023 $ Concourse A; Space C-135 (1,008sq.ft.) News & Convenience 2023 $ Concourse A; Space POD (1,470sq.ft.) N&C ONLY News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All News & Convenience Units $ FAT Total Schedule No. 2 is $______________________________________ dollars and _________________________ cents. The Proposer shall submit proposals on Schedule 1 or Schedule 2, or may bid on both schedules. The City reserves the right to award a contract for the Schedule 1 or 2 or both, as listed in the order shown in the bid proposal, subject to available funds at the time of award, whichever the City deems to be in its own best interest. Completion of Bid Proposal Form to be Eligible for Award. Proposers must bid all items within the schedules. The Proposer is non-responsive and ineligible for award in the event Proposer fails to initial this paragraph on the line provided and completely fill in the Proposal Form including, without limitation, all dollar amounts, and information called for on this Proposal Form. By Proposer’s initials to the right hereof, Proposer represents he/she has read and understands the consequences of not completely filling in this Proposal Form. Initial The City reserves the right to reject any and all proposals. HG Fresno Concessionaires JV 1,003,541 826,135 976,568 2,806,244 two million eigth hundred and six thousand two hundred forty four -- FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL PROPOSED CAPITAL INVESTMENT SOURCE(S) OF FUNDS HG Fresno Concessionaires JV, a Joint Venture (“JV”) between Hudson (HG) Retail, LLC with 87% ownership and Martinez-Niebla, LLC with 13% ownership will invest approximately $2.8 million. $100,000 of that investment will be funded from internal cash flows from the JV partners, proportional to ownership percentage. The remaining portion of the capital investment will be financed by the JV. If 3rd party financing is unavailable for whatever reason, Hudson shall act as lender of last resort ENTRANCE TAB 6 – Qualifications, Background & Experience N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL QUALIFICATIONS, BACKGROUND & EXPERIENCE Hudson has over 30 years of concessions operations throughout the U.S. and Canada. Today Hudson operates over 1,000 locations in 88 locations in airports of all sizes, from small (Des Moines, Iowa) to the world’s busiest (Hartsfield-Jackson Atlanta International Airport), commuter terminals, hotels, and some of the most visited landmarks and tourist destinations in the world. The information below is reflective of the majority equity holder in HG Fresno Concessionaires JV– Hudson (HG) Retail, LLC. The stats we’ve provided in this statement of qualifications speak to our operations prior to the spread of COVID-19. While we scaled back operations to deal with the downturn in air travel, we’re definitely on the road to recovery and fully expect to be back to business as usual as the crisis continues to abate. We’re open in every market we operated in prior to the pandemic, with the exception of a few street-side locations that are closed by the landlord. Today, we’ve reopened more than 94% of our concession locations across North America. In addition, we’ve worked with our landlords to drive sales using a variety of entrepreneurial tactics – including digital innovation. In addition to leveraging technology, we also leveraged old-fashion expertise and hard work. Where other concessionaires were closed (or remain closed) – we’ve expanded our offerings, especially around expanding our food and beverage portfolio and operations. Our willingness to support travelers, even when times are hard, means we’ve outperformed other concessionaires. We’re proud to be The Traveler’s Best Friend –in good and challenging times. N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL QUALIFICATIONS, BACKGROUND & EXPERIENCE Hudson Group (HG) Retail, LLC is a Delaware limited liability company and 100% owned by Hudson Group (HG) Inc., a Delaware corporation, which is a wholly owned subsidiary of Hudson Ltd. a Bermuda corporation. Hudson has undergone 2 ownership changes within the past 5 years. First, in 2018, Hudson was listed on the New York Stock Exchange. Then in 2020, Hudson was delisted from public trading. We invite you to visit the Media portion of our website if you’d like to learn more: https://www.hudsongroup.com/media $180 Million 9 Califonia Markets $1.9 Billion 2019 revenue (overall) 1,000+ Concessions Locations 88 Markets North America $150 Million 2019 Food Sales 150+ F&B Locations 30+ YEARS Airport Concessions Experience Operating in 88 Locations in U.S. & Canada EXHIBIT B Square Footage is preliminary until final As Builts are completed CONCESSION SPACENEWS & CONVENIENCE CONCESSIONSLOCATIONS - OVERVIEWT105C135C203± 1,245 SF± 1,008 SF± 1,044 SF - NEWS & CONVENIENCE T1051,245 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" T105 C1351,008 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONS (W/ C133 ADDITION)TERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" C135 GAS RISER FROM1ST FLOORCW/HW RISERSIN WALL6" GREASE LINEDROP ON WALL6" GREASE LINEBELOW FLOOR12" CWBELOW FLOOR12" CWBELOW FLOORCW/HW STUBON EACH SIDEOF WALLCW/HW RISERSIN WALLFLOOR CLEAN OUTFLOOR CLEAN OUTPOD NEWS & CONVENIENCE± 1,150 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 05/08/23 116" = 1' - 0" C203 F&B CONCESSIONSLEASE OFFICE±637SFN&C CONCESSIONSLEASE OFFICE±633SFALASKA AIRLINESLEASETSA TRAININGROOMTSASTORAGELEASEOFFICEN&C CONCESSIONSSTORAGE±750SFF&B CONCESSIONSTORAGE±618SFRESTROOMRESTROOMRESTROOMFARMER'SMARKETSTORAGE ROOMCOMMROOMELECROOMSTORAGE±94SFSTORAGE±94SFSTORAGE±67SFSTORAGE±58SFSTORAGE±45SFSTORAGE±39SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCENTRAL DISTRIBUTION AREA / CONCESSION STORAGELAST EDITED: 6/29/23 N&C CONCESSIONSLEASE OFFICE±188SFF&B CONCESSIONSLEASE OFFICE±192SFF&B CONCESSIONSLEASE OFFICE±192SFN&C CONCESSIONSLEASE OFFICE±188SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCONCESSION STORAGE (1ST FLOOR POD)LAST EDITED: 6/5/23 FRESNO YOSEMITE INTERNATIONAL AIRPORTROOM C122LOCATION MAP EXHIBIT C , News Gift Convenience Report Prepared by: Date Prepared: Signature: Monthly Concessions Report Gross Revenue Total Amount Due with this Report:-$ Location 1 Location 2 Location 3 Overall for Month Gross Revene Total Gross Receipts -$ Month Year Tenant Name EXHIBIT D Development Schedule EXHIBIT E DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) COMMITMENT FORM The ACDBE goal for this concession package is ____% NOTE: The City will only credit ACDBE participation that is certified by an approved certification entity at the time of proposal submission. The undersigned concessionaire/vendor has satisfied the requirements of the proposal specifications in the following manner (Please check () only one box): 100% Self-Performance: The proposer, a certified ACDBE firm and sole concessionaire, is committed to meeting or exceeding the ACDBE goal through 100% self-performance. (If checked, must submit required ACDBE certificate). Percentage Participation: The proposer is committed to meeting or exceeding the ACDBE goal, with a minimum of ____% ACDBE participation on this concessions package. The proposer is unable to meet the ACDBE goal and is committed to a minimum of _____% ACDBE participation on this concessions package and submits documentation demonstrating good faith efforts. The proposer is unable to meet the ACDBE goal and submits documentation demonstrating good faith efforts. NOTE: Based on the response provided above by Proposer, City may require the submission of additional clarifying information upon notification of award or during the evaluation process. Name of Proposing Entity: ______________________________________________________________ Name of Authorized Representative or Designee: ____________________________________________ Title: _______________________________________________________________________________ Signature____________________________________________________________________________ X 13 13 HG Fresno Concessionaires JV Courtney Thornton EVP Corporate Strategy & Business Development DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E 9/11/2023 EXHIBIT F DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E DISCLOSURE OF CONFLICT OF INTEREST between City of Fresno (“Fresno”) (“ ”) 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) News & Convenience Concessions Agreement HG Fresno Concessionaires JV Hudson x x x x x x Courtney Thornton HG Fresno Concessionaires JV One Meadowlands Plaza East Rutherford, NJ 07073 DocuSign Envelope ID: BD7238C3-8324-4522-A5DB-DC64DDC5342E 9/11/2023 EXHIBIT G Product and Price List EXHIBIT H New & Renewal Badge Checklist Badge Forms: _____ Identification Badge Application (Reviewed and signed by Signor) _____ Driver’s Training Questionnaire (If you will be driving on Airport property) Two Forms of ID: _____ Driver’s License or ID (Must be a current California ID) and one of the following: _____ Social Security Card _____ US Passport or; _____ Birth Certificate PIV/CAC/Chipped Card (Must be badging for issuing Government Agency) If born out of the US, one of the forms of ID must be: ______ Naturalization paper ______ Permanent Resident card or; _____ US Passport Badging Office Hours: Renewing Badges and Fingerprinting: Monday, Wednesday, or Friday at 8:00am, 10:00am, or 1:00pm. New Badge Classes: Tuesdays or Thursdays at 9:30am or 1:00pm. Please call to schedule. Walk‐ins will not be accepted. Note: If an ID is expiring within 30 days of being presented to the badging office it must also be accompanied by paperwork and/or receipts showing that it has been renewed. All forms must be original. Copies will NOT be accepted. Social Security Cards that are laminated will NOT be accepted. Revised September 2022 FRESNO YOSEMITE INTERNATIONAL AIRPORT IIDDEENNTTIIFFIICCAATTIIOONN BBAADDGGEE AAPPPPLLIICCAATTIIOONN CM# BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT Page 1 EMPLOYEE EMPLOYEE: THIS SIDE OF THE APPLICATION MUST BE FULLY COMPLETED BY YOU BEFORE THE AUTHORIZED REPRESENTATIVE SIGNS OFF ON THE EMPLOYER'S SIDE OF THE APPLICATION *Full Name _____________________________________________________________________________________________ (Please Print) First Middle Last *Residence Address (No P.O. Box) _____________________________________________________________________________________________ Street Apt. # City State Zip *Phone # Cell # *Email: *DOB ___________ MM DD YYYY *Hair *Eye *Height *Weight *Gender M F *Country or State of Birth *Citizenship Passport Country Passport # *DL State Issued *DL # *DL Expiration *SSN Alias Name (1) _______________________________________________________________________________ (Please Print) First Middle Last Alias DOB Alias Name (2) _______________________________________________________________________________________ (Please Print) First Middle Last Alien Reg # Immigrant Visa # I-94 # DS-1350 *Company Name *Job Description/Title *Direct Supervisor's Name *Supervisor's Title *Supervisor's Business Phone # *Give a brief but detailed statement of specific duties justifying your need for access into Airport secured areas *Previous Badge at FYI? Yes No Badge # Return Date Previous Badge Renewal Lost/Stolen Revoked (Reason) Returned Company Previous Badge Issued Under The information I have provided is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement can be punished by fine or imprisonment or both. (Section 1001 of Title 18 of the United States Code) *Signature: *Date PLEASE DO NOT WRITE BELOW THIS LINE (RESERVED FOR OFFICIAL USE ONLY Issued: Badge SIDA LEO STERILE CCAARRGGOO Expires Color AOA PUBLIC Tenant/Vendor/Student Pin # Fee: $ APS Official Date SIDA Trained: Driver: Yes No Escort: Yes No Movement: Yes No Badge #’s *Required information Last Name First Initial Revised September 2022 Page 2 EMPLOYER'S CERTIFICATION The Transportation Security Administration (TSA) in accordance with 49 CFR Part 1540 series requires that the employer of an airport security identification badge applicant certify that a CHRC will be completed, and this person does not have convictions for any of the listed disqualifying crimes. In compliance with the requirement stated above, the Employer's Authorized Representative, whose identity, affiliation and signature appear below, hereby attest that the Employee/Applicant identified in Page 1 of the Application form (CHECK BOX BELOW): *Was hired by this Employer on ________________; and that the CHRC requirements listed above have been fully met. *I hereby request driving privileges for this employee. I attached the “Driver’s Training Questionnaire” to this application. *I hereby request SIDA/AOA escort privileges for this employee. *Required information *Employer's Business Name/ Project Contracting Company *Street Address *City *State *Zip Mailing Address (if different than Street Address) *Phone #FAX # *Email Address Authorized Signature *Full Name (Print) First *Middle *Last *Title or Position *Signature *Date I UNDERSTAND THAT A $25.00 FEE WILL BE CHARGED TO MY COMPANY FOR BADGES THAT ARE NOT RETURNED TO: FRESNO YOSEMITE INTERNATIONAL AIRPORT PUBLIC SAFETY OFFICE 4995 E CLINTON WAY FRESNO, CA 93727 559-621-6650 FRESNO YOSEMITE INTERNATIONAL AIRPORT IDENTIFICATION BADGE APPLICATION BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT DRIVER’S TRAINING QUESTIONNAIRE (FORM REQUIRED FOR ALL DRIVERS) Rev. 09/2022 All Airport Security Identification Badge holders who are required to operate vehicles on the Airport must obtain a driver designation (“D” designation on the badge) by completing the Air Operations Area (AOA) Driver’s Training Program with successful testing. FAA (FAR Part 139.329) requires that all designated drivers with access to the Aircraft Movement Area (taxiways, runways and their safety areas) will complete a supplementary Movement Area Driver’s Training Program (“M” designation on the badge) prior to the initial performance of such duties and at least once every 12 consecutive calendar months. Failure to complete the recurrent training within the required time period will result in an immediate badge suspension. Pedestrian and vehicle operations are forbidden in the Aircraft Movement Area unless the individual has an authorized purpose and has completed the Aircraft Movement Area Driver’s Training Program within the last 12 months. Company/Agency: Employee’s Name: Please select one from the options below: Employee (driver) does not require access to the Aircraft Movement Area (Employee will complete “AOA” Driver’s Training Program and receive “D” designation on the airport badge) Employee (driver) requires access to the Aircraft Movement Area (Employee will complete both “AOA” and “Aircraft Movement Area” Driver’s Training Programs and receive “D” and “M” designations on the airport badge) If the employee requires access to the Aircraft Movement Area, please provide the reason: Involved in Aircraft Pushback from Terminal FAA or NWS Employee with Movement Area Duties Involved in Aircraft Towing on Taxiways City of Fresno Airport Dept. Employee with Movement Area Duties Involved in Disabled Aircraft Recovery Military Employee with Movement Area Duties Construction Company Contractor Requiring Unescorted Access Other (explain below) Other: Authorized Signer’s Name: Title: Signature: Date: DISQUALIFYING CRIMES 1. Forgery of certificates, false marking of aircraft, and other aircraft registration violations; 2. Interference with air navigation; 3. Improper transportation of a hazardous material; 4. Aircraft piracy; 5. Interference with flight crew members or flight attendants; 6. Commission of certain crimes aboard an aircraft in flight; 7. Carrying a weapon or explosive aboard aircraft; 8. Conveying false information and threats; 9. Aircraft piracy outside the special aircraft jurisdiction of the United States; 10. Lighting violation involving transporting controlled substances; 11. Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 12. Destruction of an aircraft or aircraft facility; 13. Murder; 14. Assault with intent to murder; 15. Espionage; 16. Sedition; (Resistance or rebellion against the government in power.) 17. Kidnapping or hostage taking; 18. Treason; 19. Rape or aggravated sexual abuse; 20. Unlawful possession, use, sale, or distribution, or manufacture of an explosive or weapon; 21. Extortion; 22. Armed robbery; or felony unarmed robbery; 23. Distribution of, or intent to distribute, a controlled substance; 24. Felony arson; 25. A Felony involving a threat; 26. A Felony involving – 1. Willful destruction of property; 2. Importation or manufacture of a controlled substance; 3. Burglary; 4. Theft; 5. Dishonesty, fraud, or misrepresentation; 6. Possession or distribution of stolen property; 7. Aggravated assault; 8. Bribery; or 9. Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year, or any other crime classified as a felony that the Administrator determines indicates a propensity for placing contraband aboard an aircraft in return for money; or; 27. Violence at international airports; 28. Conspiracy or attempt to commit any of the acts referred to in clauses (1) through (28). I hereby acknowledge that I have not been convicted of any disqualifying criminal offenses, or been found not guilty by reason of insanity. Federal regulations under 49 CFR 1542.209 impose a continuing obligation to disclose to the airport operator within 24 hours if convicted of any of the above listed crimes while still having unescorted access. The information I have provided on this application is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement on this application can be punished by fine or imprisonment or both. (See section 1001 of Title 18 United States Code.)” Signature: Date: Print Name: ________________________________ 1. Have you actually committed any of the previously listed disqualifying crimes even though you may not have been arrested or convicted? YES/NO 2. Have you committed a theft, or crime of dishonesty, within the past 5 years? YES/NO 3. Are you a registered sex offender, or have you committed a sex offense? YES/NO 4. Do you have outstanding warrants for your arrest? YES/NO 5. Are you currently violating a court order? YES/NO 6. Have you committed a drug violation within the last 5 years? YES/NO 7. Have you committed a violent crime within the last 10 years? YES/NO 8. Do you have a history of mental instability? YES/NO 9. Have you committed airport security violations? YES/NO 10. Have you engaged in behavior that was not supportive of airport security? YES/NO A yes answer to any of the above questions may not disqualify you from maintaining or receiving an FYI Identification Badge. If you answered yes to any of the above questions, please give details below. Use a separate sheet of paper if necessary. __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ FAILURE TO DISCLOSE ANY DISQUALIFYING OFFENSES OR CRIMES IS GROUNDS FOR IMMEDIATE AND PERMANENT DENIAL OF AIRPORT PRIVILEGES. YOU WILL BE GIVEN AN OPPORTUNITY TO DISCUSS THE CIRCUMSTANCES OF INCIDENTS, AND EXCEPTIONS ARE POSSIBLE. HOWEVER, FAILURE TO FULLY DISCLOSE PRIOR ARRESTS AND CONVICTIONS IS CONSIDERED UNTRUTHFUL CONDUCT. INITIAL _________ CERTIFICATE OF APPLICANT (read carefully before signing): I hereby certify that all statements made on this questionnaire are true and complete to the best of my knowledge. I understand that any misstatements or omissions can be grounds for revocation or denial of an FYI Identification Badge. I further understand that I am required to report any subsequent violations to Airport Public Safety immediately and that I may be subject to background inquiries at any time. Signature: Date: _ Print Name: _ AIRPORT PUBLIC SAFETY SUPPLEMENTAL QUESTIONNAIRE EXHIBIT I EXAMPLE OF SEVERE DECLINE IN ENPLANEMENTS FOR THREE MONTHS CALCULATION The following calculation scenario is intended to provide an example of the mechanics of the Severe Decline in Enplanements for Three Months provision. The enplanement figures used in the calculation are not intended to be representations of actual or projected enplanement levels in the past, present or future. Assumptions used in Example: Current Year – 2023 Previous Year - 2022 The following table shows the monthly enplanements for the Previous Year (2022) above monthly enplanements for the Current Year (2023): Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Previous Year 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Epax (000) 70 70 85 100 110 120 110 100 80 70 80 90 Jan Feb Apr May Jun Jul Aug Sep Oct Nov Dec Dec Current Year 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 Epax (000) 80 80 60 70 70 70 90 60 70 60 70 90 % of Previous Month’s Epax 114.3% 114.3% 70.6% 70.0% 63.6% 58.3% 81.8% 60.0% 87.5% 85.7% 87.5% 100.0% Per the enplanements shown in this table, there occurs a Severe Decline in Enplanements for Three Months with respect to the months March 2023 – May 2023, and the Space Rent shall be suspended effective June 1, 2023. Enplanement Stabilization for Three Months occurs with respect to the months September 2023 – November 2023, and the Space Rent shall be reinstated effective December 1, 2023. EXHIBIT J NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)NEWS & CONVENIENCE CONCESSIONS DATE: RE: NEWS & CONVENIENCE CONCESSIONS =================================================== AGREEMENT HUDSON GROUP =================================================== was completed in keeping with the intent of the lease for support space in the News & Convenience USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........1,759.00 CURRENT MONTHLY RENTAL $2,931.67 CURRENT RENT P/SQ FT/YR ...........20.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........1.00000 NEW MONTHLY RENTAL 21.0000 AND HUDSON GROUP dba AMOUNT OF ADJUSTMENT ...........$146.58 HG FRESNO CONCESSIONAIRES JV ----------------------------------------------- NEW MONTHLY RENTAL $3,078.25 EFFECTIVE:$36,939.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE:$3,078.25 Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. July 1, 2024 NOTE: 5% MAXIMUM APPLIES SUPPORT SPACE July 1, 2024 June 8, 2023 11:23 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: June 8, 2023 11:23 AM The rental adjustment calculation shown to the right J:\FYI\Tenant Files\Hudson Group\Legal\Hudson Final Exhibits\Exhibit - J -Support Space Annual CPISAMPLE NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items) NEWS & CONVENIENCE CONCESSIONS DATE: RE: NEWS & CONVENIENCE CONCESSIONS =================================================== AGREEMENT HUDSON GROUP =================================================== was completed in keeping with the intent of the lease for concession space in the News & Convenience USDLBLS CPI - JAN-DEC., 2021 ........... 265.510 * Concessions at Fresno Yosemite International Airport, USDLBLS CPI - JAN-DEC., 2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........3,403.00 CURRENT MONTHLY RENTAL $11,343.33 CURRENT RENT P/SQ FT/YR ...........40.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........2.00000 NEW MONTHLY RENTAL 42.0000 AND HUDSON GROUP dba AMOUNT OF ADJUSTMENT ...........$567.17 HG FRESNO CONCESSIONAIRES JV ---------------------------------------------- - NEW MONTHLY RENTAL $11,910.50 EFFECTIVE:$142,926.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE: Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE: (559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. $11,910.50 July 1, 2024 NOTE: 5% MAXIMUM APPLIES CONCESSION SPACE July 1, 2024 June 8, 2023 11:23 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: June 8, 2023 11:23 AM The rental adjustment calculation shown to the right J:\FYI\Tenant Files\Hudson Group\Legal\Hudson Final Exhibits\Exhibit - J -Concession Space Annual CPISAMPLE EXHIBIT K Initial Capital Investment Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,426,133 $1,477,430 $1,545,916 $1,622,250 $1,707,940 $1,788,669 $1,871,664 $1,966,370 $2,065,869 $2,170,402 $2,280,224 $2,395,603 $2,516,821 $2,644,172 $2,777,967 $30,257,428 Operating Expenses Cost of Goods 35.8%$509,989 $528,334 $552,824 $580,121 $610,764 $639,633 $669,313 $703,180 $738,761 $776,142 $815,415 $856,675 $900,023 $945,564 $993,409 $10,820,149 Labor 22.5%$320,456 $331,983 $347,372 $364,524 $383,779 $401,919 $420,568 $441,849 $464,206 $487,695 $512,373 $538,299 $565,537 $594,153 $624,217 $6,798,927 Space Rent $40.00 $40,320 $42,336 $44,453 $46,675 $49,009 $51,460 $54,033 $56,734 $59,571 $62,550 $65,677 $68,961 $72,409 $76,029 $79,831 $870,048 Percentage Rent 10.0%$102,293 $105,407 $110,139 $115,550 $121,785 $127,407 $133,134 $139,903 $147,016 $154,491 $162,345 $170,599 $179,273 $188,388 $197,966 $2,155,695 Other Direct Expenses 6.5%$93,274 $96,629 $101,108 $106,101 $111,705 $116,985 $122,413 $128,607 $135,115 $141,952 $149,134 $156,681 $164,609 $172,938 $181,688 $1,978,939 G&A 5.8%$82,716 $85,691 $89,663 $94,090 $99,061 $103,743 $108,557 $114,049 $119,820 $125,883 $132,253 $138,945 $145,976 $153,362 $161,122 $1,754,931 Royalties 2.5%$35,653 $36,936 $38,648 $40,556 $42,698 $44,717 $46,792 $49,159 $51,647 $54,260 $57,006 $59,890 $62,921 $66,104 $69,449 $756,436 Utilities 0.5%$7,352 $7,616 $7,969 $8,363 $8,804 $9,221 $9,648 $10,137 $10,650 $11,188 $11,755 $12,349 $12,974 $13,631 $14,320 $155,977 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,730 $8,111 $8,540 $8,943 $9,358 $9,832 $10,329 $10,852 $11,401 $11,978 $12,584 $13,221 $122,879 Total Operating Expenses 84.0%$1,192,053 $1,234,931 $1,292,176 $1,363,710 $1,435,717 $1,503,624 $1,573,400 $1,652,977 $1,736,617 $1,824,490 $1,916,810 $2,013,800 $2,115,698 $2,222,753 $2,335,224 $25,413,980 EBITDA 16.0%$234,079 $242,499 $253,740 $258,540 $272,223 $285,045 $298,264 $313,393 $329,251 $345,911 $363,414 $381,803 $401,122 $421,419 $442,743 $4,843,447 Amortization/Depreciation 2.7%-$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$826,135 Interest & Taxes (24%)24.0%-$56,179 -$58,200 -$60,898 -$62,050 -$65,333 -$68,411 -$71,583 -$75,214 -$79,020 -$83,019 -$87,219 -$91,633 -$96,269 -$101,141 -$106,258 -$1,162,427 NET PROFIT 9.4%$122,825 $129,224 $137,767 $141,414 $151,814 $161,558 $171,605 $183,103 $195,155 $207,817 $221,119 $235,095 $249,777 $265,203 $281,409 $2,854,885 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks for the Brookstone concept - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Brookstone C-135 1,008 $820 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $3,071,548 $3,182,030 $3,329,532 $3,493,936 $3,678,492 $3,852,362 $4,031,115 $4,235,089 $4,449,385 $4,674,523 $4,911,054 $5,159,554 $5,420,627 $5,694,911 $5,983,073 $65,167,229 Operating Expenses Cost of Goods 36.1%$1,110,246 $1,150,181 $1,203,497 $1,262,923 $1,329,633 $1,392,480 $1,457,092 $1,530,821 $1,608,280 $1,689,659 $1,775,156 $1,864,979 $1,959,347 $2,058,490 $2,162,650 $23,555,434 Labor 23.3%$716,324 $742,090 $776,489 $814,830 $857,871 $898,420 $940,107 $987,677 $1,037,653 $1,090,158 $1,145,320 $1,203,274 $1,264,159 $1,328,126 $1,395,329 $15,197,828 Space Rent $40.00 $44,000 $46,200 $48,510 $50,936 $53,482 $56,156 $58,964 $61,912 $65,008 $68,258 $71,671 $75,255 $79,018 $82,969 $87,117 $949,457 Percentage Rent 10.0%$263,155 $272,003 $284,443 $298,458 $314,367 $329,080 $344,147 $361,596 $379,930 $399,194 $419,434 $440,700 $463,045 $486,523 $511,190 $5,567,266 Other Direct Expenses 6.5%$200,890 $208,116 $217,763 $228,515 $240,586 $251,958 $263,649 $276,989 $291,005 $305,730 $321,200 $337,452 $354,527 $372,467 $391,313 $4,262,159 G&A 5.8%$178,150 $184,558 $193,113 $202,648 $213,353 $223,437 $233,805 $245,635 $258,064 $271,122 $284,841 $299,254 $314,396 $330,305 $347,018 $3,779,699 Royalties 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utilities 0.5%$15,834 $16,403 $17,164 $18,011 $18,963 $19,859 $20,780 $21,832 $22,937 $24,097 $25,316 $26,597 $27,943 $29,357 $30,843 $335,937 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $16,648 $17,470 $18,392 $19,262 $20,156 $21,175 $22,247 $23,373 $24,555 $25,798 $27,103 $28,475 $264,653 Total Operating Expenses 82.7%$2,528,598 $2,619,550 $2,740,979 $2,892,969 $3,045,724 $3,189,782 $3,337,806 $3,506,618 $3,684,053 $3,870,466 $4,066,312 $4,272,067 $4,488,234 $4,715,339 $4,953,935 $53,912,432 EBITDA 17.3%$542,950 $562,480 $588,553 $600,967 $632,768 $662,580 $693,308 $728,471 $765,331 $804,057 $844,742 $887,486 $932,393 $979,572 $1,029,138 $11,254,797 Amortization/Depreciation 1.5%-$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$976,568 Interest & Taxes (24%)24.0%-$130,308 -$134,995 -$141,253 -$144,232 -$151,864 -$159,019 -$166,394 -$174,833 -$183,679 -$192,974 -$202,738 -$212,997 -$223,774 -$235,097 -$246,993 -$2,701,151 NET PROFIT 11.6%$347,537 $362,380 $382,196 $391,630 $415,799 $438,456 $461,810 $488,533 $516,547 $545,979 $576,900 $609,385 $643,514 $679,370 $717,041 $7,577,078 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson Local C-203-R 1,100 $888 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,346,278 $1,394,704 $1,459,355 $1,531,414 $1,612,306 $1,688,514 $1,766,863 $1,856,266 $1,950,193 $2,048,873 $2,152,546 $2,261,465 $2,375,895 $2,496,115 $2,622,418 $28,563,203 Operating Expenses Cost of Goods 33.1%$445,586 $461,614 $483,012 $506,862 $533,635 $558,858 $584,790 $614,380 $645,468 $678,128 $712,442 $748,491 $786,365 $826,155 $867,958 $9,453,742 Labor 28.6%$384,852 $398,695 $417,177 $437,776 $460,900 $482,685 $505,082 $530,639 $557,490 $585,699 $615,335 $646,471 $679,182 $713,549 $749,655 $8,165,188 Space Rent $40.00 $49,800 $52,290 $54,905 $57,650 $60,532 $63,559 $66,737 $70,074 $73,577 $77,256 $81,119 $85,175 $89,434 $93,905 $98,601 $1,074,612 Percentage Rent 10.0%$84,828 $87,180 $91,031 $95,492 $100,698 $105,293 $109,950 $115,553 $121,442 $127,631 $134,136 $140,972 $148,156 $155,706 $163,641 $1,781,708 Other Direct Expenses 6.8%$91,051 $94,326 $98,699 $103,572 $109,043 $114,197 $119,496 $125,543 $131,895 $138,569 $145,580 $152,947 $160,686 $168,817 $177,359 $1,931,780 G&A 5.8%$78,084 $80,893 $84,643 $88,822 $93,514 $97,934 $102,478 $107,663 $113,111 $118,835 $124,848 $131,165 $137,802 $144,775 $152,100 $1,656,666 Royalties 4.2%$56,530 $58,563 $61,278 $64,303 $67,700 $70,900 $74,190 $77,944 $81,888 $86,031 $90,385 $94,958 $99,763 $104,811 $110,114 $1,199,358 Utilities 0.5%$6,940 $7,190 $7,523 $7,894 $8,311 $8,704 $9,108 $9,569 $10,053 $10,562 $11,096 $11,658 $12,248 $12,867 $13,519 $147,243 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,297 $7,657 $8,062 $8,443 $8,834 $9,281 $9,751 $10,244 $10,763 $11,307 $11,879 $12,481 $115,999 Total Operating Expenses 89.4%$1,197,672 $1,240,751 $1,298,266 $1,369,668 $1,441,991 $1,510,192 $1,580,273 $1,660,199 $1,744,205 $1,832,462 $1,925,185 $2,022,599 $2,124,942 $2,232,465 $2,345,427 $25,526,296 EBITDA 10.6%$148,607 $153,952 $161,089 $161,746 $170,315 $178,323 $186,590 $196,067 $205,988 $216,411 $227,361 $238,866 $250,952 $263,650 $276,991 $3,036,907 Amortization/Depreciation 3.5%-$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$1,003,541 Interest & Taxes (24%)24.0%-$35,666 -$36,949 -$38,661 -$38,819 -$40,876 -$42,797 -$44,782 -$47,056 -$49,437 -$51,939 -$54,567 -$57,328 -$60,229 -$63,276 -$66,478 -$728,858 NET PROFIT 4.6%$46,039 $50,101 $55,525 $56,024 $62,537 $68,622 $74,906 $82,108 $89,648 $97,569 $105,892 $114,635 $123,821 $133,472 $143,611 $1,304,509 Sales assumptions - Based on existing Hudson News landside performance, estimation for coffee service capacity and an synergy sales uplift for the hybrid Retail + F&B location - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Café T-105 1,245 $806 INPUTS FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 4 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 SCHEDULE 2: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER NEWS & GIFT CONCESSION UNIT SCHEDULE NO. 2 – FAT: Initial Capital Investment (Dollar Amount) per News & Gift Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each News & Gift Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in the Terminal Building and Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Terminal (Pre-Security); Space T-105 (1,245sq.ft.) Combination News & Convenience and National Branded Coffee 2023 $ Concourse A; Space C-135 (1,008sq.ft.) News & Convenience 2023 $ Concourse A; Space POD (1,470sq.ft.) N&C ONLY News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All News & Convenience Units $ FAT Total Schedule No. 2 is $______________________________________ dollars and _________________________ cents. The Proposer shall submit proposals on Schedule 1 or Schedule 2, or may bid on both schedules. The City reserves the right to award a contract for the Schedule 1 or 2 or both, as listed in the order shown in the bid proposal, subject to available funds at the time of award, whichever the City deems to be in its own best interest. Completion of Bid Proposal Form to be Eligible for Award. Proposers must bid all items within the schedules. The Proposer is non-responsive and ineligible for award in the event Proposer fails to initial this paragraph on the line provided and completely fill in the Proposal Form including, without limitation, all dollar amounts, and information called for on this Proposal Form. By Proposer’s initials to the right hereof, Proposer represents he/she has read and understands the consequences of not completely filling in this Proposal Form. Initial The City reserves the right to reject any and all proposals. HG Fresno Concessionaires JV 1,003,541 826,135 976,568 2,806,244 two million eigth hundred and six thousand two hundred forty four -- FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL PROPOSED CAPITAL INVESTMENT SOURCE(S) OF FUNDS HG Fresno Concessionaires JV, a Joint Venture (“JV”) between Hudson (HG) Retail, LLC with 87% ownership and Martinez-Niebla, LLC with 13% ownership will invest approximately $2.8 million. $100,000 of that investment will be funded from internal cash flows from the JV partners, proportional to ownership percentage. The remaining portion of the capital investment will be financed by the JV. If 3rd party financing is unavailable for whatever reason, Hudson shall act as lender of last resort EXHIBIT L Airport Sponsor Assurances 5/2022 Page 1 of 19 FAA Airports ASSURANCES AIRPORT SPONSORS A. General. 1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors. 3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement. B. Duration and Applicability. 1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor. The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances. 2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor. The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project. 3. Airport Planning Undertaken by a Sponsor. Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and Airport Sponsor Assurances 5/2022 Page 2 of 19 assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: 1. General Federal Requirements It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following: FEDERAL LEGISLATION a. 49 U.S.C. subtitle VII, as amended. b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2 e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2 f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)). m. Rehabilitation Act of 1973 – 29 U.S.C. § 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1 Airport Sponsor Assurances 5/2022 Page 3 of 19 v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252). aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX. EXECUTIVE ORDERS a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands c. Executive Order 11998 – Flood Plain Management d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1 f. Executive Order 12898 – Environmental Justice g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad FEDERAL REGULATIONS a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5 c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning. Airport Sponsor Assurances 5/2022 Page 4 of 19 g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services. h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964. i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 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.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying. n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2 q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1 s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance). v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles. x. 49 CFR Part 41 – Seismic Safety. FOOTNOTES TO ASSURANCE (C)(1) 1 These laws do not apply to airport planning sponsors. 2 These laws do not apply to private sponsors. 3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall Airport Sponsor Assurances 5/2022 Page 5 of 19 apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. SPECIFIC ASSURANCES Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement. 2. Responsibility and Authority of the Sponsor. a. Public Agency Sponsor: It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. 3. Sponsor Fund Availability. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control. 4. Good Title. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. 5. Preserving Rights and Powers. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere Airport Sponsor Assurances 5/2022 Page 6 of 19 with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances. f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith. g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. 6. Consistency with Local Plans. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Airport Sponsor Assurances 5/2022 Page 7 of 19 7. Consideration of Local Interest. It has given fair consideration to the interest of communities in or near where the project may be located. 8. Consultation with Users. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. 9. Public Hearings. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. 10. Metropolitan Planning Organization. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. 11. Pavement Preventive Maintenance-Management. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. 12. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. 13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The Airport Sponsor Assurances 5/2022 Page 8 of 19 accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made. 14. Minimum Wage Rates. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 15. Veteran's Preference. It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. 16. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement. Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement. 17. Construction Inspection and Approval. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. Airport Sponsor Assurances 5/2022 Page 9 of 19 18. Planning Projects. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. 19. Operation and Maintenance. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for: 1. Operating the airport's aeronautical facilities whenever required; 2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and 3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or Airport Sponsor Assurances 5/2022 Page 10 of 19 facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. 20. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. 21. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. 22. Economic Nondiscrimination. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to: 1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and 2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable Airport Sponsor Assurances 5/2022 Page 11 of 19 classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. 23. Exclusive Rights. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. 24. Fee and Rental Structure. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for Airport Sponsor Assurances 5/2022 Page 12 of 19 which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. 25. Airport Revenues. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: 1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. 2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. 3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95. b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107. 26. Reports and Inspections. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the Airport Sponsor Assurances 5/2022 Page 13 of 19 public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: 1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and 2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property. 27. Use by Government Aircraft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that: a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. 28. Land for Federal Facilities. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. Airport Sponsor Assurances 5/2022 Page 14 of 19 29. Airport Layout Plan. a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing: 1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; 2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities; 3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and 4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary: 1. eliminate such adverse effect in a manner approved by the Secretary; or 2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor. 30. Civil Rights. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant. Airport Sponsor Assurances 5/2022 Page 15 of 19 a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances. b. Applicability 1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities. 2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. 3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: 1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source: “The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.” e. Required Contract Provisions. 1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations. Airport Sponsor Assurances 5/2022 Page 16 of 19 2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations. 3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. 4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. 31. Disposal of Land. a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development Airport Sponsor Assurances 5/2022 Page 17 of 19 project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self- sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. 32. Engineering and Design Services. If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. 33. Foreign Market Restrictions. It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by Airport Sponsor Assurances 5/2022 Page 18 of 19 the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 34. Policies, Standards, and Specifications. It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date]. 35. Relocation and Real Property Acquisition. a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. 36. Access By Intercity Buses. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. 37. Disadvantaged Business Enterprises. The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812). 38. Hangar Construction. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. Airport Sponsor Assurances 5/2022 Page 19 of 19 39. Competitive Access. a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that: 1. Describes the requests; 2. Provides an explanation as to why the requests could not be accommodated; and 3. Provides a time frame within which, if any, the airport will be able to accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. EXHIBIT A Proprietary Information Redacted RFP No. 1235007 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference - N/A Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal RFP No. 1235007 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1-Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2-Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) N/A Electronic Submission City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 1 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 2 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 3 of 4 Printed 01/18/2023 PlanetBids, Inc. City of Fresno Request for Proposals for Food & Beverage Concessions and News & Convenience Concessions at FYI Airport Terminal (12300507), bidding on 01/17/2023 3:00 PM (PST) Page 4 of 4 Printed 01/18/2023 PlanetBids, Inc. NEWS & CONVENIENCE CONCESSIONS At Fresno Yosemite International Airport Terminal ENTRANCE Cover Letter FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS COVER LETTER On behalf of HG Fresno Concessionaires JV, we are pleased to submit our proposal for management of the retail spaces located at Fresno Yosemite International Airport. HG Fresno Concessionaires JV is a joint venture between Hudson (87% ownership) The Traveler’s Best Friend” for over 30+ years and local ACDBE retailer Martinez-Niebla, LLC (13% ownership). Proposed Concepts (All Spaces) For this opportunity we’re proposing Hudson, Brookstone & Einstein Bros Bagels & Coffee. T-105 C-135 POD Hudson remains the only travel essentials brand known and loved by travelers. Einstein Bros. Bagels is also known from coast to coast and it would be a first in Fresno. What a powerful “hybrid” concept – N&C and coffee, a combo we know well and operate expertly. In late 2019, all Brookstone locations in U.S. airports became powered by Hudson. Since that time, we’ve transformed the brand into a tech-centric lifestyle brand that carries the hottest in audio, tech, STEM, chargers, and even tech-enabled wellness items. It’s THE airside concept to explore and experience technology. In recent years, we’ve focused on the need for hybrid locations – meaning the combination of different types of concessions in a single space. Regardless of the food option chosen for the POD space, we will customize the assortment of this Hudson to maximize sales and the guest experience. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS COVER LETTER Supporting the Fresno Community We’re proud to share a few ways that we connect with the Fresno area today, and tomorrow. We’re delighted to share that, Rueben Martinez – co owner of Martinez- Niebla, LLC, is known and welcomed by long-time community leader Richard Ybarra. In addition to being the CEO of MNC and the son-in-law of Cesar Chavez, he is a resident of Fresno County. Mr. Ybarra offered a letter of support, included with Form 6 of our response, in which he shares that due to his deep knowledge of the Valley’s “history, traditions as well as the social and economic conditions and value” that he’s confident Mr. Martinez will add “value to the broader community.” Thanks to our relationship with the National Park Foundation, in 2023 we’ll be launching several volunteer initiatives to support Fresno’s national parks. We’re passionate about supporting the local community and environment – including Fresno County. Canyon National Park Sequoia National Park Yosemite National Park Thank You. Thank you so much for your time and consideration. We look forward to our continued partnership with the Fresno Yosemite International Airport. Sincerely, Brian Quinn 1 Meadowlands Plaza East Rutherford, NJ 07073 proposalteam@hudsongroup.com (201) 939-8109 In the RFP documents, the evaluation criteria (pg. 24) contained items that were not included in the proposal format provided (pg. 28). We complied strictly with the prescribed proposal outline and as a result, some items in the evaluation criteria were excluded. We would like an opportunity to provide more information, to ensure our capabilities and proposed solution receive the proper scoring according to the evaluation criteria. Thank you. RFP No. 1235007 Proposer’s Name: _________________________ (Submit with Proposal) FORM1: COVER LETTER TO THE PURCHASING MANAGER INCLUDING PROPOSER CHECKLIST Date: TO: Purchasing Manager City of Fresno-Finance and Purchasing Department 2600 Fresno Street Fresno, California 93721 SUBMITTED BY: Proposer: _____________________________________________________________ Proposer's Company: ___________________________________________________ Proposer's Contact Email: ________________________________________________ Mailing Address: ______________________________________________________ City, State, Zip: _______________________________________________________ SUBJECT: PROPOSAL FOR FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 The undersigned hereby submits to the Purchasing Manager of the City of Fresno this proposal for Food & Beverage Concessions and News & Gift Concessions Agreement (Agreement) at Fresno Yosemite International Airport Terminal for City of Fresno, Airports Department as described in this and the attached documents. Provisions of this proposal are based upon all the terms, covenants and conditions set forth in the RFP, the Agreement and all the other RFP documents. The signature(s) below represent those of the Proposer and comply with the requirements of this RFP. Print Name Print Title Signature Print Name Print Title Signature Print Name Print Title Signature (If the proposal is submitted by a corporation the corporate seal must be affixed to this proposal.) Seal HG Fresno Concessionaires JV HG Fresno Concessionaires JV Iris Messina IMessina@hudsongroup.com 1 Meadowlands Plaza East Rutherford, NJ 07073 Brian J. Quinn Chief Operating Officer RFP No. 1235007 FORM 1: CHECK LIST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Proposals shall be submitted in a three-ring binder, one original (marked original) and 3 copies. If submitted electronically, hard copies are not applicable. The total proposal packet must be sealed and clearly marked on the outside RFP No. 12300507 for FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT. Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be considered non-responsive and ineligible for award of a Contract. Checkbox Column Form # Item Name Notes/Instructions 1 Cover Letter and Proposal Checklist Complete one form for entire Proposal 2 Proposed Business Terms & Conditions Complete one form for entire Proposal 3 Proposal Guarantee OR Proposal Bond Submit one check or Letter of Credit for entire Proposal in the required amount 4 Non-Collusion Affidavit Complete one form for entire Proposal 5 References Complete one form for entire Proposal 6 Proposer Qualification Questionnaire Complete one form for entire Proposal 7 Statement of Acceptance of the Indemnification and Insurance Requirements Complete one form for entire Proposal 8 Certification for Local Preference - N/A Complete separate form for each Unit within Proposal 9 Addenda and Time Period to Award/Reject Complete one form for entire Proposal RFP No. 1235007 10 DBE Data Request Complete one form for entire Proposal 11 Disclosure of Conflict of Interest Complete one form for entire Proposal 12 Proposer Questions Submit one copy of each question asked including the answer provided by the city (directly or via Addenda) 13 Proposed Capital Investment Complete one form, both Schedule 1 and Schedule 2, for entire Proposal 14 Signature Pages Complete one form for entire Proposal 15 Pro forma Complete one Pro forma for each space and one Pro forma for the entire package. Each Pro forma should cover each year of the term. 16 Agreement Draft Acknowledgement Complete one form for entire Proposal Other ALL Proposal Requirements detailed in Tab A to Tab H Complete separate form for each Unit within Proposal Other Electronic Submittal OR Binders: 1-Original Bound (8 ½ by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided. 2-Two (2) Bound Copies(8 1/2 by 11 paper, double-sided, 12 point-font). Renderings may be produced on 11x17 paper single-sided One Original Binder including wet signatures for the Proposal Two binders containing exact copies of Original Binder Other Flash Drive containing Proposal and all Forms 1 Flash Drive (included in Original Binder) N/A Electronic Submission FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina Hudson Iris Messina 10/12/2022 N/A 201.957.3937 We noticed a discrepancy in the question deadline. The proposed schedule in the RFP states December 6, 2022. The planetbids site states November 22, 2022. Please confirm which date is accurate. Thank you! Page 15. Last Day to Submit Questions by 5:00 p.m. – December 6, 2022, shall be deleted and replaced with the following revised information: Last Day to Submit Questions by 5:00 p.m. November 22, 2022 MELISSA GARZA-PERRY 2 10/12/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 10/24/2022 201.957.3937 N/A Can the City provide LODs for the Concourse A Space POD delineating the space between retail and F&B for those parties considering space category proposal Option 2 (News & Convenience) OR proposal Option 3 (Food & Beverage) ONLY? Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. MELISSA GARZA-PERRY 5 10/28/22 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 10/24/2022 201.957.3937 N/A Can the City please provide an LOD of the Concourse A; Space POD - We'd like to understand how the city is envisioning the layout between both the F&B and N&C concepts in the space. Right now we see one large space, but not how each of the individual units within that space will be located or positioned. Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. MELISSA GARZA-PERRY 5 10/28/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM: COMPANY: CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina Hudson Iris Messina 10/31/2022 201.957.3937 N/A Can you please confirm which space on the map (Exhibit 2) is designated for C-120? There are currently 6 spaces colored in on the concession space map and it’s not clear which is C-120. Can you please also confirm that FAT would like a national branded coffee in this space? Revised Exhibit 2 with space number labels is attached. Yes, City would like a national branded coffee for Space C-120. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/15/2022 201.957.3937 N/A Can you please clarify the security deposit amount (SECTION 15.01 FORM OF SURETY)? It is 3 times the monthly rent for all space for Concessions, Support Space, Storage and Office Space. City will determine the actual amount based upon the awarded locations. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A What is available for support premises (storage and office space) and where is it located? Support premises is available. See map provided as RFP Exhibit 5 showing locations available for storage. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: QUESTION: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A How and where are deliveries received? What is the path concessionaires need to use to bring products to each space? See map provided as RFP Exhibit 5 for path of travel for deliveries, including newly added storage spaces. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/21/2022 201.957.3937 N/A QUESTION: Is there a loading dock? and if so, where is it located? The loading dock is currently located outside of the old pre-screening restaurant area. There will be a newly created storage space for both F&B and N&C in the remodeled area to allow for use of the dock by both F&B and N&C deliveries. See map provided as RFP Exhibit 5. MELISSA GARZA-PERRY 7 12/9/2022 FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 2 of FORM 12: Proposer Questions PURCHASING DIVISION TELEPHONE # (559) 621-1332 RIGHTFAX # (559) 457-1244 PROPOSER QUESTIONS FOR: FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT RFP NO. 12300507 ATTENTION: Tamra Torrence Employee’s Title: Sr. Procurement Specialist Employee’s E-mail Address: Tamra.Torrence@fresno.gov (FOR CITY OF FRESNO USE ONLY) QUESTION No: DATE: REVIEWED BY: RESPONSIBLE FOR RESPONSE: [ ] CITY [ ] CONSULTANT FROM:Iris Messina COMPANY: Hudson CONTACT PERSON: DATE: PHONE No: FAX No: ANSWER: RESPONSE BY: INCLUDED IN ADDENDUM NO. DATE: DATE: Duplicate as Necessary, one sheet per question. Iris Messina 11/22/2022 201.957.3937 N/A QUESTION: Are the F&B spaces currently vented and can we access the vents? If not, are we able to vent the spaces? The only space currently vented is the POD F&B (Space 203). Spaces C120 and C134 can have venting added at Concessionaires expense with approval by City of the roofing vendor. MELISSA GARZA-PERRY 7 12/9/2022 Addendum Rev. 10-2021 ADDENDUM NO. 1 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 23. Paragraph 7. Parking, shall be deleted and replaced with the following revised information: 7. PARKING: The successful Proposer's employees will be permitted to use designated airport employee parking facilities at a cost of $15.00/month (subject to change). There is a fee of $25.00 for a key card and activation. There is an additional $25.00 fee for replacement of lost cards. City of Fresno MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 1 October 6, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 2 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 15. Last Day to Submit Questions by 5:00 p.m. – December 6, 2022, shall be deleted and replaced with the following revised information: Last Day to Submit Questions by 5:00 p.m. November 22, 2022 MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 2 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 3 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 48. RFP - 8. Certification for Local Preference / Complete separate form for each Unit within Proposal, shall be deleted in full. Page 58 RFP – Form 8 shall be deleted in full. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 3 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 4 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Page 6. RFP - A proposal conference will be held at 1:00 PM., on November 15,2022. Join the meeting by going to https://zoom.us/j/92047244398 or call 1 (669) 900-9128, Meeting ID: 920 4724 4398. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications, shall be deleted in full and replaced with. A proposal conference/site tour will be held at 1:00 PM., on November 15,2022. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications. Prospective Proposers will meet at the Nick Palomares Prescreening Terminal Conference room at Fresno Yosemite International Airport located at 5175 East Clinton Way, Fresno, CA 93727. Those interested must RSVP to Tamra Torrence (tamra.torrence@fresno.gov) no later than November 1, 2022, by 5 p.m. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 4 October 12, 2022 HG Fresno Concessionaires JV Addendum Rev. 10-2021 ADDENDUM NO. 5 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. The clarifications below shall apply to the following: Page 14. RFP – CONCESSIONS OPPORTUNITY, Concourse A; Space POD for F&B ONLY should be 4,100 square ft. Page 14-15. RFP – CONCESSIONS OPPORTUNITY, Concourse A; Space POD for N&C ONLY should be 1,100 square ft. Page 18. RFP – Locations and Merchandising Descriptions: News & Convenience Package; Concourse A; POD 5,200SF for N&C ONLY 1,100SF. Page 18. RFP – Locations and Merchandising Descriptions: Food & Beverage Package; Concourse A; POD 5,200SF for F&B ONLY 4,100SF. Page 25. RFP - SELECTION PROCESS AND EVALUATION CRITERIA; PROPOSAL EVALUATION; Concept and Design Section; and Page 30 – RFP - SUBMISSION OF PROPOSAL, TAB 3 – Tenant Mix & Concessions Plan Section Note for Pod Spaces: It is the intent of the City to redevelop these spaces as indicated on the attached Lease Outline Drawing (LOD). However, the City desires to receive a design that is highly efficient and representative of the requirements stated within the RFP. Therefore, for the Pod Space, in the event Proposer is only proposing on News & Convenience or Food & Beverage, Proposer is asked to submit a representative design sample including materials and Addendum Rev. 10-2021 renderings/sketches for the unit that fits into the approximate footprint of square footage designated for each category as set forth above in the LOD attached. In the event this solicitation is awarded to separate Food & Beverage and News & Convenience Proposers, Proposers shall agree to work together in conjunction with the City to establish a cohesive design for the two spaces. The City is not requiring that Proposers finish all square footage allocated to each category in the Pod location. The square footage provided in the LOD is only representative of the potential development area. Proposer must clearly identify and/or delineate the area Proposer is planning to develop within this footprint. The square footage is meant to establish a general footprint within which Proposers shall use their unique creativity to develop open-air, flow- through style locations that incorporate circulation area and ingress and egress. Pages 141-142 – RFP – Shall be deleted and replaced with the attached revised LOD. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 5 October 28, 2022 HG Fresno Concessionaires JV GAS RISER FROM1ST FLOORCW/HW RISERSIN WALL6" GREASE LINEDROP ON WALL6" GREASE LINEBELOW FLOOR12" CWBELOW FLOOR12" CWBELOW FLOORCW/HW STUBON EACH SIDEOF WALLCW/HW RISERSIN WALLFLOOR CLEAN OUTFLOOR CLEAN OUTPOD TOTAL CONCESSIONSPACE AVAILABLE6612 SFPOD NEWS & CONVENIENCE± 1100 SFPOD FOOD & BEVERAGE± 4100 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 10/28/22 116" = 1' - 0" C203 HOT WATERCOLD WATERGAS LINEGREASE LINELEGEND Addendum Rev. 10-2021 ADDENDUM NO. 6 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. Additional information provided via PowerPoint MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. Addenda to date: 6 November 17, 2022 HG Fresno Concessionaires JV Addendum 7 ADDENDUM NO. 7 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 3, 2023. All changes and or clarifications will appear in bold underlined type. DUE DATE OF RFP, COVER PAGE RFP, PAGE 5, PAGE 15, BID OPENING OF 3:00 P.M., JANUARY 3, 2023, shall be deleted and replaced with: 3:00 P.M., January 10, 2023. QUESTIONS Question #1, From Hudson: “Can the City provide LOD’s for the Concourse A space POD delineating the space between retail and F&B for those parties considering space category proposal Option 2 (News & Convenience) OR proposal Option 3 (Food & Beverage) ONLY?” Answer: See Addendum No. 5 for further information on the layout of Space C203 (Pod). See RFP Exhibit 4 for concept drawings of the Food & Beverage area. Question #2, From Hudson: “Can the City please provide an LOD of the Concourse A; Space POD – We’d like to understand how the city is envision the layout between both the F&B and N&C concepts in the space. Right now we see one large space, but not how each of the individual units within that space will be located or positioned.” Answer: See Addendum No. 5 for further information on the layout of Space C203 (Pod). See RFP Exhibit 4 for concept drawings of the Food & Beverage area. Addendum 7 Question #3, From Hudson: “Can you please confirm which space on the map (Exhibit 2) is designated for C-120? There are currently 6 spaces colored in on the concession space map and it’s not clear which is C-120. Can you please also confirm that FAT would like a national branded coffee in this space?” Answer: Revised Exhibit 2 with space number labels is attached. Yes, City would like a national branded coffee for Space C-120. Question #4, From Hudson: “Can you please clarify the security deposit amount (SECTION 15.01 FORM OF SURETY)?” Answer: It is 3 times the monthly rent for all space for Concessions, Support Space, Storage and Office Space. City will determine the actual amount based upon the awarded locations. Question #5, From Hudson: “What is available for support premises (storage and office space) and where is it located?” Answer: Support premises is available. See map provided as RFP Exhibit 5 showing locations available for storage. Question #6, From Hudson: “How and where are deliveries received? What is the path concessionaires need to use to bring products to each space?” Answer: See map provided as RFP Exhibit 5 for path of travel for deliveries, including newly added storage spaces. Question #7, From Hudson: “Is there a loading dock? And if so, where is it located” Answer: The loading dock is currently located outside of the old pre-screening restaurant area. There will be a newly created storage space for both F&B and N&C in the remodeled area to allow for use of the dock by both F&B and N&C deliveries. See map provided as RFP Exhibit 5. Addendum 7 Question #8, From Hudson: “Are the F&B spaces currently vented and can we access the vents? If no, are we able to vent the spaces?” Answer: The only space currently vented is the POD F&B (Space 203). Spaces C120 and C134 can have venting added at Concessionaires expense with approval by City of the roofing vendor. Question #9, From SSP America, Inc.: “Please provide 2022 monthly sales for each Food & Beverage location?” Answer: 2022 monthly sales (through October) have been provided as RFP Exhibit 3. Question #10, From SSP America, Inc.: “With the rise in food costs and construction costs, please consider increasing the pricing to street plus 15%?” Answer: The City will not consider increasing the pricing to Street plus 15% at this time. Question #11, From SSP America, Inc.: “Where should the $5,000 Deposit Check be mailed if a respondent submits electronically?” Answer: Please submit the check to: Purchasing Office, Attn: Tamra Torrence, Sr. Procurement Specialist, City of Fresno, 2600 Fresno Street, Room 2156, Fresno, CA 93721 Question #12A, From SSP America, Inc.: “C120 and C134 – These spaces have gate doors to the exterior within the footprints. Are these required for operations or code exiting or can they be removed?” Answer: One door must remain in the store design in order to receive product deliveries via SIDA. Door placement can be moved per final approval by City of Proposer's design plan. Addendum 7 Question #12B, From SSP America, Inc.: “POD F&B ‐ Is there a height restriction?” Answer: There are no codes or architectural restrictions. The only restrictions would be upon final approval of the design by the City and the Proposer's ability to maintain the location. Question #12C, From SSP America, Inc.: “POD F&B – There is an existing Flight Information Display at the top of the escalators, is it possible to relocate this?” Answer: It is possible, provided that the City finds a suitable alternative location for the FIDS. Question #12D, From SSP America, Inc.: “POD F&B – Are we able to apply new materials/finishes to the back of the restroom core?” Answer: Proposers are able to submit design plans that apply new materials/finishes to the back of the restroom core, subject to City approval of the finish, location, etc. Additional Information Regarding Demo of existing facilities: City will be responsible for the demolition of the existing concession spaces to the studs and will provide stub outs for utilities connections. Outgoing Concessionaire, if any, is responsible for the removal of any fixtures and furniture in the space prior to demolition. Revised Exhibit 1 to RFP: Attached is the revised Exhibit 1 to the RFP. It includes a PDF of the tracked changes to show what was updated in the document. Addendum 7 MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. HG Fresno Concessionaires JV Bid File No.:12300507 Addenda No.: 8 December 12, 2022 General Services Department Purchasing Division - (559) 621-1332 - www.fresno.gov Brian Barr, Director 2101 G. Street, Bldg. A Fresno, California 93706 ADDENDUM NO. 8 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT Bid File No. 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of January 10, 2023, 3:00 P.M. PURCHASING DIVISION NOTICE OF RELOCATION Please be advised that the Purchasing Division has been relocated, formerly located at Fresno City Hall, 2nd Floor, Fresno Street, Fresno CA 93721, and will now be housed at the Municipal Service Center (MSC), located at: 2101 G. Street, Building A Fresno, CA 93706 As we continue to provide bid support, please note you can continue to reach the Purchasing Division at the following telephone number: 559-621-1332 **In person Bid Openings are now held at the above mentioned address** **Please send deposits and mail correspondences to the above mentioned address** City of Fresno MELISSA PERALES Purchasing Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. HG Fresno Concessionaires JV Addendum 8 ADDENDUM NO. 9 FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL Bid File: 12300507 NOTICE TO ALL BIDDERS This Addendum is attached to and made a part of the above entitled specifications for the City of Fresno with a scheduled bid opening of 3:00 P.M., January 10, 2023. All changes and or clarifications will appear in bold underlined type. DUE DATE OF RFP, COVER PAGE RFP, PAGE 5, PAGE 15, BID OPENING OF 3:00 P.M., JANUARY 10, 2023, shall be deleted and replaced with: 3:00 P.M., January 17, 2023. MELISSA GARZA-PERRY Airports Properties Manager The bidder shall sign below indicating he/she has thoroughly read and understands the contents of this Addendum. Signed: Company: This addendum is being distributed ONLINE only and will not be sent by U.S. Mail. The bidder shall submit a signed copy of this addendum with their bid. January 9, 2023 HG Fresno Concessionaires JV ENTRANCE TAB 1 – Proposed Business Terms and Conditions RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 2: BUSINESS TERM/DEAL NEWS & CONVENIENCE CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Key Business Terms for News & Convenience (3 locations) Term 15 years from construction completion date of the entire package. Space Rent (1st Year) $40.00 square foot/year with annual CPI adjustments not to exceed 5% starting year 2. Support Space Rent (1st Year) $20.00 square foot/year with annual CPI adjustments not to exceed 5% starting year 2. Percentage Rent Rate 10% of sales Anticipated Minimum Capital Investment $___ per square foot Mid-Term Refurbishment Requirement $____ per square foot ACDBE Participation Goal 13% of Annual Gross Receipts Required Hours Concessionaire shall open all units a minimum of one and one-half hours before the first scheduled flight of the day and remain open until at least 30 minutes after the last departing flight (including flights that may have been delayed). Use of Concession Space The spaces associated with this concession opportunity may be used only for the sale of permitted News & Gift items as stated in the successful proposal. The specific concept will be documented in a final executed concession agreement. The space may not be subdivided into separate concepts, without prior written consent. No advertising or sponsorship is allowed in the concession space unless approved by City. Storage Space Concession storage space is available. Storage space cost is $20.00 per square foot per year and is not included in the RR and is subject to annual CPI adjustments not to exceed 5% annually. Restrictions on Use of the Concession Space Proposers are restricted from proposing any uses except as described RFP response. Agreed to by:________________________ Date:_______________________________ Title: ______________________________ HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO 11/21/2022 837 158 AALLWWAAYYSS FFRREESSHH BBAAKKEEDD -- FFRREESSHH BBRREEWWEEDD -- FFRREESSHH FFOOOODD BBaaggeell BBrraannddss •• 555555 ZZaanngg SSttrreeeett,, SSuuiittee 330000 •• LLaakkeewwoooodd,, CCOO 8800222288 November 18, 2022 Evan Schut Senior Vice President, Food & Beverage HUDSON One Meadowlands Plaza East Rutherford, NJ 07073 Re: Letter of Authorization – Einstein Bros. Bagels Dear Evan, It is our pleasure to provide this letter confirming authorization that Hudson (“Hudson”) has the rights to include Einstein Bros. Bagels’ trademarks, logos, and products in the Proposal of Hudson to the lessor at Fresno Yosemite International Airport (“the Airport”) regarding opportunities for development and operations of food and beverage concessions at the Airport. This letter will remain in effect for one year following the date written above and may be extended by mutual written agreement of the parties. This letter will also automatically terminate if Hudson does not win the award under the Proposal or, after winning the award, the Lease is not signed by Hudson and the Airport (or its designee). If you need any additional information or support for your package, please let us know. Thank you for the opportunity to partner with Hudson @ FAT Airport! All the best, Tina Welch Tina Welch Sr. Director, Business Development e | tina.welch@bagelbrands.com c | 502.35.4615 December 13, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of cocokind, I would like to let you know how excited we are to be part of Hudson’s local vendor offerings for the Fresno Yosemite International Airport. Cocokind creates sensitive skin-friendly products that concentrate on hydration and barrier support. Our transparency is unmatched, providing a detailed breakdown of the product formula and the carbon footprint on the side of every box. Founded by Priscilla Tsai in 2015, cocokind merges results-driven skincare, community, and sustainability to consistently challenge the status quo in the beauty industry. Our philosophy is ‘a little bit often’ so you can get glowy, happy skin without stepping outside of your natural comfort zone. We would absolutely love the opportunity to be featured at the Hudson store at the Fresno Yosemite International Airport! Our affordable, effective formulas and engaging packaging are the perfect fit for a diverse audience. We partnered with Napa Farms at the SFO airport and performed very well in this market. Our versatile multi-purpose mymatcha moisture stick (pictured below) was our top selling SKU at Napa Farms. It is sold in a display of 12 units making it incredibly easy to merchandise on the shelf and by the registers. We are excited about the opportunity to reach our local audience in the San Francisco area, where cocokind was founded and continues to be headquartered. As I mentioned above, we value your partnership and thank you for your business. If you have any questions please reach out to me at katie@cocokind.com. Thank you so much for considering cocokind for this valuable space! Katie Lenzen December 9, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support- Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Life’s Grape, we are elated to be chosen by Plum Market to be a local offering at the Fresno Yosemite International Airport. Life’s Grape is a family owned, women run, locally owned, farm-to-table business located in Kerman. We are proud of being a California grown product and it would be an honor to have our products available to travelers seeking unique products like ours. Life’s Grape provides the highest quality grapes on the market and are a sought- after snack for those on-the-go. We look forward to a prosperous partnership with the Fresno International Airport that will allow our brand to get the exposure we have been trying to achieve. Thank you for this opportunity. Thanks a bunch, Courtney Gillespie President and Co-Founder December 9. 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina Let me introduce myself, my name is John Hinkle beekeeper and owner of Hinkle’s Honey in Fresno California. I am very interested in the opportunity to be a part of Hudson’s offerings for the Fresno Yosemite International Airport. We are a small beekeeping operation in Fresno and a certified producer of our product. Our honey is a unique blend from all our different bee locations in the area, which creates a delicious valley blend. Our honey has never been superheated or filtered, which leaves all the enzymes, nutrients and pollens, leaving it as a raw, natural product. I believe our produce would be a great asset, and would be honored to have the opportunity to have our honey in such an exclusive hometown location. Sincerely, John Hinkle John Hinkle Owner Hinkle’s Honey December 8, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Made in Nature, we appreciate the offer of being afforded an opportunity to be part of Hudson’s local offerings for Fresno Yosemite International Airport . Debbas Gourmet was aquired by Made in Nature early in 2022. We now share a consolidated facility in Fresno, California. Our A’Cappella Knotty Grahams are now in distribution at Plum Markets and are set for a July merchandising event with Hudson News stores in airports around the country. If Hudson is awarded the opportunity at FAT we would love to support A’Cappella at your new location. Our A’Cappella brand provides high-quality, desirable gourmet treats for consumers, and would be a great fit in airport venues – we look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport Sincerely, T.Huff Tim Huff Director of Sales Mobile – 732 801 6518 Raphio Chocolate, LLC ◆ 783 E. Barstow Avenue, Suite G, Fresno, CA 93710 ◆ (559) 424-3369 ◆ info@raphiochocolate.com December 8, 2022 HUDSON GROUP Attn: Iris G. MessinaAttn: Iris G. MessinaAttn: Iris G. MessinaAttn: Iris G. Messina Vice President, Business Development One Meadowlands Plaza East Rutherford, NJ 07073 Subject:Subject:Subject:Subject: Letter of Support Letter of Support Letter of Support Letter of Support –––– Fresno Yosemite International AirportFresno Yosemite International AirportFresno Yosemite International AirportFresno Yosemite International Airport Dear Ms. Messina, On behalf of Raphio Chocolate, I would like to share with you how excited we are to be provided with an opportunity to be part of Hudson and Plum Market’s local offerings for Fresno Yosemite International Airport. Our chocolate brand is synonymous with Fresno as we are the only craft chocolate maker in Fresno that makes chocolate from scratch, from cocoa beans. This method of production ensures that the chocolate product is of the highest quality, aesthetically pleasing and tastes delicious. We have full support of our local community evidenced by 5.0 Stars reviews on Yelp and 4.9 stars on Google. Nationally, we have also won a prestigious award – Good Food Award by Good Food Foundation. Airports are undeniably appealing from an exposure perspective, yet an incredibly daunting and cost- prohibitive direct business pursuit for a small company like ours. The opportunity to have our products featured in select Hudson and Plum Market stores at Fresno Yosemite International Airport is exciting especially as Hudson and Plum Market’s approach maximizes our exposure and minimizes our risks - we’d never be able to afford a stand-alone operation. We look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport, our hometown airport! Thank you for this opportunity and your support. Regards, Yohanes Makmur Co-Founder | VP Marketing December 8, 2022 Iris G. Messina Vice President, Business Development Hudson Group One Meadowlands Plaza East Rutherford, NJ 07073 RE: Letter of Support – Fresno Yosemite International Airport Dear Ms. Messina, On behalf of Charles Chocolates I would like to let you know how excited we are to be afforded an opportunity to be part of Hudson’s local offerings for Fresno Yosemite International Airport. Airports are undeniably appealing from an exposure perspective, yet an incredibly daunting and a cost-prohibitive direct business pursuit for a small company like mine. The opportunity to have our products featured in select Hudson stores at Fresno Yosemite International Airport is exciting especially as Hudson’s approach maximizes our exposure and minimizes our risks - we’d never be able to afford a stand-alone operation. Charles Chocolates is well known and well loved Northern California artisan chocolatier – we look forward to working together to bring an amazing experience to the Fresno Yosemite International Airport, just as we have with the Hudson Group family of retail locations at SFO! Thank you for this opportunity and your support. Sincerely, Chuck ‘Charles’ Siegel President RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 3: PROPOSAL DEPOSIT Accompanying this proposal is a Proposal Deposit in the amount of Five Thousand Dollars ($5,000.00) in form of: [ ] Annual Bidder’s Bond [ ] Certificate of Deposit [ ] Proposer’s Bond [ ] Certified Check [ ] Cashier’s Check [ ] Irrevocable Letter of Credit HG Fresno Concessionaires JV x If the successful proposer does not have a City of Fresno Business License, it shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract. *Please note, HG Fresno Concessionaires JV is a newly formed entity. As a result, it does not have a City of Fresno Business License. In lieu of that, we have provided the City of Fresno Business License for the primary equity holder: Hudson Group (HG) Retail, LLC on the following page. Proposal Deposit is deposited by the undersigned Proposer with the City of Fresno as a guarantee that the Proposer, if awarded all or part of the Agreement, will, within 15 calendar days (except in the event federal funding is applicable to the Agreement, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return an Agreement furnished by the City. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. Such Deposit is made with the understanding that failure to execute such Agreement will result in damage to the City, that the amount of such damage would be difficult to determine and that in the event of such default said Deposit shall become the property of the City; or, if a Proposer’s Bond is deposited, the amount of the obligation thereof, but not more than the above stated amount, shall thereupon be due and payable to the City of Fresno as liquidated damages for such default, payment of said amount to be the joint and several obligation of the Proposer and the corporate surety. BUSINESS LOCATION ( ) The undersigned Proposer does not maintain a place of business in the City of Fresno. ( X ) The undersigned Proposer maintains a place of business in the City of Fresno at: BUSINESS LICENSE ( x ) The undersigned Proposer has a current City of Fresno Business License Number: *Tax Account No. 91631 5175 E Clinton Way, Fresno, CA 93727 ENTRANCE TAB 2 – Business Forms, Inserts and Relevant Materials N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS COMPANY INFORMATION The Nation’s Leading Travel Retail Concessionaire Hudson has been a travel retail leader for over 30 years. Built on vision and a progressive attitude that ensures longevity, Hudson grew from a single news/gifts location in LaGuardia Airport to include an array of operations in travel venues and destination locations across the U.S. and Canada. The information below is reflective of the majority equity holder in HG Fresno Concessionaires JV. The stats we’ve provided in this statement of qualifications speak to our operations prior to the spread of COIVD-19. While we scaled back operations to deal with the downturn in air travel, we’re definitely on the road to recovery and fully expect to be back to business as usual as the crisis continues to abate. $180 Million 9 Califonia Markets $1.9 Billion 2019 revenue (overall) 1,000+ Concessions Locations 88 Markets North America $150 Million 2019 Food Sales 150+ F&B Locations 30+ YEARS Airport Concessions Experience Operating in 88 Locations in U.S. & Canada N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS COMPANY INFORMATION Trade Name Registrations: Hudson Corporate or Limited Liability Company/Partnership entity information: HG Fresno Concessionaires JV is a joint venture between Hudson (87% ownership) and local ACDBE retailer Martinez-Niebla, LLC (13% ownership). Legal name of Corporation, Limited Liability Company or Partnership: HG Fresno Concessionaires JV is a newly formed entity. The primary equity holder is Hudson (HG) Retail, LLC. State of Formation: Delaware* Federal Tax ID: Hudson (HG) Retail, LLC: 27-2070333* * Please note, HG Fresno Concessionaires JV is a newly formed entity. As a result, it does not have state of formation or tax ID. In lieu of both, we have provided the state of formation and tax ID for the primary equity holder: Hudson (HG) Retail, LLC. Delaware The First State Page 1 4777376 8300 Authentication: 204707538 SR# 20223864760 Date: 10-26-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "HUDSON GROUP (HG) RETAIL, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF OCTOBER, A.D. 2022. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "HUDSON GROUP (HG) RETAIL, LLC" WAS FORMED ON THE NINETEENTH DAY OF JANUARY, A.D. 2010. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE. Secretary of State Certificate of Status I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify: Entity Name:HUDSON GROUP (HG) RETAIL, LLC Entity No.:201010310184 Registration Date:04/09/2010 Entity Type:Limited Liability Company - Out of State Formed In:DELAWARE Status:Active The above referenced entity is active on the Secretary of State's records and is qualified to transact intrastate business in California. This certificate relates to the status of the entity on the Secretary of State ’s records as of the date of this certificate and does not reflect documents that are pending review or other events that may impact status. No information is available from this office regarding the financial condition, status of licenses, if any, business activities or practices of the entity. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of November 15, 2022. SHIRLEY N. WEBER, PH.D. Secretary of State Certificate No.: To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at biz fileOnline.sos.ca.gov. 059957837 12/19/22, 8:28 AM B2Gnow https://californiaucp.dbesystem.com Print Business & Contact Information BUSINESS NAME MARTINEZ & NIEBLA LLC OWNER TRICIA SANCHEZ ADDRESS 2631 CIRCLE DR NEWPORT BEACH, CA 92663 [map] PHONE 714-689-1700 ETHNICITY Hispanic American GENDER Male COUNTY Orange (CA) Certification Information CERTIFYING AGENCY City of Los Angeles CERTIFICATION TYPE ACDBE - Airport Concessionaire Disadvantaged Business Enterprise CERTIFIED BUSINESS DESCRIPTION Commodity Codes Code Description NAICS 446130 Optical Goods Stores (changed in 2022 codeset) NAICS 448140 Family clothing stores (changed in 2022 codeset to 458110) NAICS 451211 Book stores (changed in 2022 codeset to 459210) NAICS 453220 Gift, Novelty, and Souvenir Stores (changed in 2022 codeset) Additional Information WORK DISTRICTS/REGIONS Fresno, Los Angeles, Orange, Riverside, Sacramento, San Diego CUCP PUBLIC DIRECTORY CERTIFICATION NUMBER 35525 Certified Profile RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 4: NON-COLLUSION AFFIDAVIT FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 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. Agreed to by:_________________________ Title: _______________________________ HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO Date: 1/3/2023 RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 5: REFERENCES FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 Please list at least three current references of similar size and type of services, including governmental agencies and/or airport authorities, if available. Reference No. 1: AGENCY/COMPANY NAME: Reference No. 2: AGENCY/COMPANY NAME: Reference No. 3: AGENCY/COMPANY NAME: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: Address: Contact Person: Email: Phone Number: Fax Number: Length of Contract: Type of Concessions Provided: HG Fresno Concessionaires JV Indianapolis International Airport 7800 Col. H. Weir Cook Memorial Drive, Indianapolis, Indiana 46241 David Shaw dshaw@ind.com 317 487 5010 317 487 5034 1/1/2022 - 12/31/2032Travel Convenience / Specialty Retail Myrtle Beach International Airport 1100 Jetport Rd, Myrtle, SC 29577 Judi Olmstead olmsteaj@horrycounty.org 843.839.7359 N/A 12 years Travel Convenience City Of Colorado Springs Municipal Airport 7770 Milton E. Proby Parkway, Suite 50 Gregory S. Phillips, AAE Greg.Phillips@coloradosprings.gov 719.550.1910 N/A 7 years Travel Convenience RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 TO: THE PURCHASING MANAGER, OF THE CITY OF FRESNO The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.) 1. a.Business Name (If using more than one business name, please list all names.): b. Address: Is your firm operating as a franchisee? Yes_________ or No ________ If yes, list the franchiser, and number of years your business has been franchised: 2.Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract. HG Fresno Concessionaires JV HG Fresno Concessionaires JV 1 Meadowlands Plaza East Rutherford, NJ 07073 X Please see the pages following this form for information on key personnel. 3.All Proposers must have a minimum of 3 years’ experience under current business name of similar scope and size. How many years has your business been under your present name? ______30+_________ How many years under former names? (List name and number of years) Please note – HG Fresno Concessionaires JV is a newly formed entity. In addition, the primary equity holder: Hudson Group (HG) Retail, LLC is an affiliate of Hudson Ltd. (“Hudson”). Hudson has operations in more than 100 joint ventures, many of whom have been in operations for more than a decade. To satisfy the experience requirement and for the sake of brevity, we’ve provided data on the pages following this from 3 of our current programs that have been in operation for more than 3 years – including our current retail program at FAT. RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 4.How many years has your business been providing services? _________ 5.What other types of services does your business provide? 6.Describe your firm’s communications system and how communications will be implemented between the City and your firm’s local office for transmitting correspondence, reports, requests, etc. 7.Have there been any contract terminations for the services your firm performs before the fulfillment of the contract within the past three years? Yes______ or No _________ If so, list the date, client, and reason for termination below: 8.Provide organizational chart of firm’s key personnel. Organization chart attached? Yes _____ or No ____ 9.Does the proposer currently possess sufficient staff and extra staff to meet the initial requirements (See Attachments D-G) for this contract? Yes _____ or No ____ If “Yes”, describe the inventory and if “No”, describe how you will meet the initial requirements: HG Fresno Concessionaires JV 30+ X Our four pillars – Travel Convenience, Specialty Retail, Duty Free, and Food & Beverage – are at the core of our strategy, and are what truly differentiates us as a travel experience leader in North America. Over the years, we have built a best-in-class store portfolio, augmented by digital technology and operational excellence, that seamlessly delivers what our team members, travelers, landlords, and partners are looking for and more. X Formal reports such as monthly sales reports and certified annual sales are sent as applicable from the agreement. Formal letters are typically used when the subject matter warrants (ex. requests for information, company updates, etc.). Otherwise, our market leader will typically call and/or email with various business points of contact at the airport. x Each day, members of the sales team will greet and assist FAT guests. Supervisors and managers will move continuously from store to store to monitor customer service, operations and inventory. In addition to dedicated team members, we may shift teams between stores to operate registers or otherwise assist customers as needed during high-traffic periods. RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 6: PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 10.Describe your firm’s vacation policy and holidays, if provided by your firm: 11.Provide your firm's employee training program. Document attached (y/n)? ___________ 12.Provide organizational chart of proposed staffing. Document attached (y/n)? ___________ HG Fresno Concessionaires JV Employees who are classified as regular full-time (non-union) or regular part-time (non-union) are eligible for vacation benefits under this Policy after completing 60 days’ continuous regular employment. Employees classified as seasonal or temporary are not eligible for vacation benefits. Note: Hudson can provide further detail around our vacation and holiday policy if needed. Y Note: we consider training material proprietary and important information that we prefer to keep confidential. We appreciate your understanding the sensitivity around sharing such materials in their entirety. Y HG Fresno Concessionaires JV Staffing Plan Plum Market Fresno Street Eats Position No. of FTEs Position No. of FTEs Chef 1 Cook 5 Sous Chef 4 Server 4 Cook 8 Supervisor 3 Prep Cook 3 Total FTEs 12 Porter 5 Brand Manager - Plum 1 Starbucks (Pre & Post Security) Supervisor 4 Position No. of FTEs Bar 8 Barista 10 Total FTEs 34 Brand Manager - Starbucks 1 Supervisor 6 Retail Team & Infrastructure Total FTEs 17 Position No. of FTEs Sales Team 16 Program Oversight Supervisors 4 Position No. of FTEs Warehouse Manager 1 Program General Manager 1 Warehouse Team 3 Administrative & Accounting 1 Total FTEs 24 Total FTEs 2 HG Fresno Concessionaires JV – Organizational Chart HG Fresno Concessionaires JV – Roles & Responsibility Summary Please note, for the sake of brevity we’ve included a summary. We’re happy to provide full job descriptions upon request. Role Responsibility FAT Program Manger Manage all concepts and offers at FAT; ensuring coordination across all experiences Manager: Plum Market Manage operation of Plum Market & Fresno Street Eats Concepts Manager: Starbucks Manage operation of Starbucks locations Supervisor Assist with operation of respective concept; including management of front line team Warehouse Manager Manage storage, delivery and logistics of FAT program Warehouse Team Store, delivery and organize materials, products and ingredients for FAT program Chef Manage kitchen operations, kitchen staff, create menus, liaise with suppliers Sous Chef Assist chef with day-to-day operations of kitchen; manage staff Cook Manage preparation of specific cuisine; assist sous chef and/or chef Barista Prepare and serve beverages and pre-packaged foods Prep Cook Prepare food of specific cuisine; assist sous chef and/or chef Server Serve food and/or beverages Sales Team Assist guests with purchases of retail items; run cash registers Bartender Prepare and serve alcoholic beverages at bar Porter Cleans and organizes kitchen and storage areas Back-of-House Support Administrative and accounting staff to support FAT operations KEY PERSONNEL & ROLES Tonya Brewer Harris is the General Manager of our program at FAT today. She’s worked at FAT for more than 20 years and as a wealth of knowledge, experience and local understanding that is invaluable. In the event we’re afforded the opportunity to continue to operate concessions at FAT, Tonya will continue to lead our efforts. Tonya and the entire FAT concessions team will be supported by Mike Petersen (SVP, Operations) and Brian Berkner (RVP, Operations). Each will continue to make regular visits to FAT to provide training, mentorship and analyses to maximize the performance of our program. Mike and Brian will ensure that our entire FAT program offering celebrates Fresno consistent with our original program vision presented in this proposal. SUPPORTING THE TEAM & PROGRAM AT FRESNO The performance of our concessions programs are closely monitored to make sure we are delivering value. Routine analyses at FAT will be performed at the local level by Tonya, at a regional level by operations leaders - SVP Mike and Brian – and at the national level by a number of subject matter experts at regional locations as well as the North American Support Center (NASC). As the CEO of our FAT program, Tonya will be assisted by this support structure to continually evolve the program as trends, technology and needs change. Below we’ve included some of our top leaders who will support Tonya and contribute to our success at FAT. Title Area of expertise Tonya Brewer Harris General Manger @ FAT FAT concessions & operations Mike Petersen SVP - Operations Concessions program oversight & operations Brian Berkner RVP - Operations Concessions program oversight & operations Evan Schut SVP - F&B F&B operations Mario Scorcia EVP - Duty Paid Duty Paid operations Iris Messina VP - Business Development Program facilitator Brad Lenz SVP - Store Design & Construction Design and construction activities Ruben Martinez ACDBE Partner Concessions program design & operations Tony Sanchez ACDBE Partner Concessions program design & operations Tricia Sanchez ACDBE Partner Concessions program design & operations In addition to the individuals noted above, a complete infrastructure team will be available to support FAT to support functions including accounting, purchasing, technology, human resources, legal and compliance/licensing needs. HG Fresno Concessionaires JV – Please note, for the sake of brevity we’ve included a summary of key personnel below. We’re happy to provide more information upon request. Please see the table below for 3 of our current programs that have been in operation for than 3 years –including our current retail program at FAT. Location Lease/Operation Commencement No. of stores Total sq. ft. Concepts operated Sales Fort Lauderdale- Hollywood International 2013 19 15,000+ Travel essentials, candy, books, apparel, accessories ,sunglasses 2019 $11.90M 2022: $14.20M Dallas Love Field 2012 22 15,000+ Travel essentials, QSR, coffee, cosmetics, jewelry, accessories, specialty 2019: $11.30M 2022: $15.30M Fresno Yosemite International Airport 2002 3 3,000+ Travel Essentials 2019: $3.08M 2022: $4.43M RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 7:STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION AND INSURANCE REQUIREMENTS FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 The Proposer shall sign below that the Proposer accepts in whole the Indemnification and Insurance Requirements set forth in these Specifications. If the Proposer takes exception to some portions, those portions shall be listed here below and the Proposer shall sign that the Proposer accepts all portions of the requirements not listed. Note: Any exceptions may render the proposal non-responsive. INDEMNIFICATION, EXEMPTION OF CITY, AND INSURANCE A.INDEMNIFICATION AND RELEASE To the furthest extent allowed by law, Concessionaire shall indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) 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, including damage by fire or other casualty) incurred by City, Concessionaire 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 Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of the Airport, including use of any public airport facilities and improvements, upon which the Premises is located; or (iii) performance of, or failure to perform, this Agreement. Concessionaire’s obligations under the preceding sentence shall apply to any negligence of City, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of City. If Concessionaire should contract any work on the Premises or subcontract any of its obligations under this Agreement, Concessionaire shall require each consultant, contractor and subcontractor to enter into a Side Agreement, at the discretion of the City’s Risk Manager or their designee, to indemnify, hold harmless and defend City, and its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Concessionaire’s occupancy, maintenance and use of the Premises shall be at Concessionaire’s sole risk and expense. Concessionaire accepts all risk relating to Concessionaire’s: (i) occupancy, maintenance and/or use of the Premises; (ii) use of all or any part of that Premises, including use of any public facilities and improvements, upon which the Premises is located; and (iii) the performance of, or failure to perform, this Agreement. City shall not be liable to Concessionaire or Concessionaire’s insurer(s) for, and Concessionaire and its insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable HG Fresno Concessionaires JV RFP No. 1235007 to an occurrence on or about the Premises including any public facilities and improvements, upon which the Premises is located, in any way related to the Concessionaire’s operations and activities. Concessionaire shall immediately notify City of any occurrence on the Premises including any public facilities and improvements, upon which the Premises are located, resulting in injury or death to any person or damage to property of any person. The provisions of this Section A shall survive termination or expiration of this Agreement. INSURANCE REQUIREMENTS (a)Throughout the life of this Agreement, Concessionaire shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i)admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City’s Risk Manager or his/her designee at any time and in his/her sole discretion. The City of Fresno and each of its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as “City”) requires policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, 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, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Concessionaire shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c)The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1.The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, RFP No. 1235007 indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2.The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3.Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE CONCESSIONAIRE Concessionaire, or any party the Concessionaire subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1.COMMERCIAL GENERAL LIABILITY : (i)$1,000,000 per occurrence for bodily injury and property damage; (ii)$1,000,000 per occurrence for personal and advertising injury; (iii)$2,000,000 aggregate for products and completed operations; and, (iv)$2,000,000 general aggregate applying separately to the work performed under the Agreement. 2.COMMERCIAL AUTOMOBILE LIABILITY : $1,000,000 per accident for bodily injury and property damage. 3.WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i)$1,000,000 each accident for bodily injury; (ii)$1,000,000 disease each employee; and, (iii)$1,000,000 disease policy limit. 4.LIQUOR LIABILITY INSURANCE (if applicable) for alcoholic beverages that are to be sold, served or furnished, Liquor Liability coverage is required with limits of liability of not less than: (i)$1,000,000 per occurrence; (ii)$2,000,000 aggregate for bodily injury and property damage; 5.PROPERTY: (if operating within the airport) Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of Concessionaire’s business property. RFP No. 1235007 UMBRELLA OR EXCESS INSURANCE In the event Concessionaire 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 of Fresno and each of its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Concessionaire shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Concessionaire 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 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)Concessionaire 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 the City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to City, except ten (10) days for nonpayment of premium. Concessionaire 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, Concessionaire 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, Concessionaire shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed to name The City of Fresno and each of its officers, officials, employees, agents and volunteers as additional insureds. Concessionaire shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26, CG 20 11 or similar by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms CG 20 26 or CG 20 11. The Commercial General, Liquor Liability and Automobile Liability policies of insurance shall be endorsed so Concessionaire’s insurance shall be primary and no contribution shall be required of City. The coverage shall contain no special limitations on the scope of protection afforded to The City of Fresno and each of its officers, officials, employees, agents and volunteers. If RFP No. 1235007 Concessionaire maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Concessionaire. 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 Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to The City of Fresno and each of its officers, officials, employees, agents and volunteers. The property insurance policy is to contain, or be endorsed to contain, the following provisions: 1.Full replacement value of any permanent improvements on the Premises, with the City named as a Loss Payee. 2.The coverage shall contain: (i)No coinsurance penalty. (ii)No limitations or exclusions for vacancy of any part of the Premises. (iii)No special limitations on the scope of protection afforded to City. PROVIDING OF DOCUMENTS - Concessionaire shall furnish City with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Concessionaire shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Concessionaire shall also be required to provide all documents noted herein. MAINTENANCE OF COVERAGE - If at any time during the life of the Agreement or any extension, Concessionaire or any of its subcontractors fail to maintain any required insurance in full force and effect, all work under this Agreement shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City hereunder shall in any way relieve Concessionaire of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by Concessionaire shall not be deemed to release or diminish the liability of Concessionaire, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Concessionaire, its principals, officers, agents, employees, persons under the supervision of Concessionaire, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. RFP No. 1235007 SUBCONTRACTORS - If Concessionaire should subcontract all or any portion of the services to be performed under this Agreement, Concessionaire shall require, at the discretion of the City, their subcontractor to enter into a separate Side Agreement in order to provide indemnification and insurance protection to City. Concessionaire shall verify that all subcontractors maintain insurance meeting all the requirements stated herein and Concessionaire shall ensure that City and each of their officers, officials, agents, employees and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Concessionaire and City prior to the commencement of any work by the subcontractor. ACCEPT DO NOT ACCEPT If "DO NOT ACCEPT" is checked, please list exceptions: INSERT IF APPLICABLE Signature of Authorized Person Type or Print Name of Authorized Person x Brian J. Quinn RFP No. 1235007 Proposer’s Name_________________ (Submit with Proposal) FORM 9: ADDENDA and TIME PERIOD TO AWARD/REJECT 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 ONE HUNDRED (120) 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. HG Fresno Concessionaires JV RFP No. 1235007 Proposer’s Name_______________ (Submit within 3 days after Proposal opening) FORM 10: DBE DATA REQUEST This information is being gathered for informational purposes only and failure to provide this information will have no impact whatsoever on the evaluation of your bid or proposal. All information submitted on this form is subject to review by the DBE Coordinator Commitment Percentage: I certify that the information contained in this good faith effort documentation form is true and correct to the best of my knowledge. I further understand that any willful falsification, fraudulent statement or misrepresentation could make this bid non-responsive. Proposer/Authorized Representative Signature: Title: Date: HG Fresno Concessionaires JV Chief Operating Officer & Deputy CEO 1/3/2023 30% FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 1 of (Submit with Proposal) Proposer's Name______________________________ FORM 11: DISCLOSURE OF CONFLICT OF INTEREST FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 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) HG Fresno Concessionaires JV 1/3/2023 HG Fresno Concessionaires JV Brian J. Quinn 1 Meadowlands Plaza East Rutherford, NJ 07073 N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL BUSINESS FORMS, INSERTS AND RELEVANT MATERIALS AGREEMENT COMMENTS HG Fresno Concessionaires JV has reviewed the agreement and does not have any comments at this time. ENTRANCE TAB 3 – Tenant Mix & Concessions Plan FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: CONCEPT LOOK & FEEL T-105 | Hudson + Einstein Bros. Bagels | Concept 1,245 SF On-the-go-convenience meets the perfect on-the- go food. At this combination Hudson and Einstein Bros. Bagels store, travelers will be able to fi nd everything they need while also grabbing fresh, delicious bagels in a variety of fl avors and toppings. Bites While You Shop FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: MATERIALS BOARD (HUDSON + EINSTEIN BROS.) T-105 | Hudson + Einstein Bros. Bagels | Materials Board 1,245 SF Material Dimensional Metal and Wood Storefront Panels Birch VeneerPorcelain Tile Black Aluminium Megawall Material Porcelain Tile Porcelain Tile Subway Tile Slated Wood Paint Paint Paint Back-lit Ribbed Acrylic Designed to allow customers to seamlessly shop at both Hudson and Einstein Bros. Bagels once they enter, the two storefronts open up into a seamless shared space. Within, customers can shop while they wait for their bagel order. • This reimagined Hudson and Einstein Bros. shopping experience leverages our strengths and emphasizes quality. • Designed to meet the traveler’s needs with a fast, easy, and sophisticated merchandising approach. • The storefront seamlessly combines Hudson and Einstein Bros. brand elements to create energy and motion through a mix of materials and finishes. • Authentic materials are the foundation of this environment. These color choices create a more comfortable experience for the shopper and allow our brands to pop through marketing and graphics. • The brightly lit neutral interior uses strategically placed directional elements to guide customers to the product. • Digital content above the coolers activates the space and keeps it feeling dynamic. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Storefront Rendering 1 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Storefront Rendering 2 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: INTERIOR RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Interior Rendering 1 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: STOREFRONT RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Interior Rendering 2 1,245 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN T-105: FLOOR PLAN RENDERINGS T-105 | Hudson + Einstein Bros. Bagels | Floor Plan Rendering 1,245 SF STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT HUDSON 745 SF IT/ELEC(EXT. CLOSET)30" COOLER 30" COOLER 30" COOLER30" COOLERBOH98 SF IMPULSEBACKCOUNTERBACKCOUNTER MOBILE ORDERPICK UP +HAND OFFPOS3'-0"ESPRESSOSTATION4'-7"MERCHANDISE3'-6 3/4"PEGGEDMPPEGGEDMP MEDIA MAG ESSENTIALS MAG BOOK BOOK TECH/ TRAVEL HBA STARBUCKS 500 SF MARKETPLACE MARKETPLACECONDIMENTS3'-0"CASHWRAP 1 - STAFFED 2 - SELF CHECKOUT 4'-0 1/2" FOODCASE DESTINATION121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r .c o m DIRECTION OF TRAVEL FAT AIRPORT - T-105 | HUDSON + STARBUCKS FLOOR PLAN 11.14.2022 3/16" = 1'-0" KEY PLAN PRE-SECURITY SPACE T-105 1,245 SF 745 SF = HUDSON 500 SF = STARBUCKS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: CONCEPT LOOK & FEEL C-135 | Hudson + Brookstone | Concept 1,008 SF Outer Graphics.indd 1Outer Graphics.indd 1 8/10/21 6:02 PM8/10/21 6:02 PM 8x10_12x8_11x11 Brookstonne_Graphics.indd 18x10_12x8_11x11 Brookstonne_Graphics.indd 1 9/28/21 7:27 PM9/28/21 7:27 PM With Hudson’s convenience off erings combined with Brookstone’s innovative and on-trend technology, everything a traveler needs for on-the-go wellness, connection, and entertainment can be found here. Tech and Travel FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: MATERIALS BOARD (HUDSON + BROOKSTONE) C-135 | Hudson + Brookstone | Materials Board 1,008 SF Megawall Material Porcelain Tile Megawall Porcelain Tile Paint Paint Back-lit Storefront Graphic Wood Veneer Blue LED Powder Coated Metal Paint Dimensional Metal and Wood Storefront Panels Black Aluminium Back-lit Ribbed Acrylic Convenience transitions seamlessly into technology and wellness offerings in this shared space, with both storefronts’ sleek blue color palettes and easy-to-navigate interiors making it easy to browse and shop. • This reimagined Hudson and Brookstone shopping experience leverages our strengths and emphasizes quality. • Designed to meet the traveler’s needs with a fast, easy, and sophisticated merchandising approach. • A darker blue is the foundation of the Hudson environment. This color choice creates a more comfortable experience for the shopper and allows our brand blue to pop in marketing and graphics. • The brightly lit neutral interior uses strategically placed directional elements to guide customers to the product. • Digital content above the coolers activates the space and keeps it feeling dynamic. • From the concourse, a well-lit and eye-catching Brookstone facade beckons travelers to enter and explore. • Fixtures are intentionally positioned to create brand and category destinations, where customers can comfortably dwell. TENANT MIX & CONCESSIONS PLAN C-135: STOREFRONT RENDERINGS C-135 | Hudson + Brookstone | Storefront Rendering 1,008 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-135: INTERIOR RENDERINGS C-135 | Hudson + Brookstone | Interior Rendering 1,008 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN C-120: FLOOR PLAN RENDERINGS C-135 | Hudson + Brookstone | Floor Plan Rendering 1,008 SF BOH 81 SF AUDIOTECH ESSENTIALS 30" COOLER 30" COOLER 30" COOLER 30" COOLER 30" COOLER MARKETPLACE BOOKS IT/ELEC PEGGED MAG MAG MEDIA ESSENTIALS DESTINATION HBAMAG MARKETPLACE HUDSON 794 SF BROOKSTONE 214 SF DESTINATION CASHWRAP 1 - STAFFED 2 - SELF CHECKOUT IMPULSE 4'-6"TRAVELACCESS.TRAVEL LUGGAGE+ BAGS PLAY BROOKSTONE STOREFRONT BRAND FEATURE FIXTURE BRAND FEATURE FIXTURE WELLNESS BOOKS4' - 0 1 / 2 " VENDOR FIXTURES DESTINATION4'-0"4' - 1 3 / 4 " 121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r . c o m FAT AIRPORT - C-135 | HUDSON + BROOKSTONE FLOOR PLAN 11.16.2022 1/4" = 1'-0" KEY PLAN SPACE C-135 DIRECTION OF TRAVEL 1,008 SF 942 SF = HUDSON 66 SF = BROOKSTONE STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: CONCEPT LOOK & FEEL (HUDSON) POD | Hudson | Concept 1,100 SF Known as the Traveler’s Best Friend, Hudson is a world-leading travel essentials brand – the most widely recognized in North America. Ever-evolving for fresh relevance, the lifestyle FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: MATERIALS BOARD (HUDSON) POD | Hudson | Materials Board 1,100 SF Wood Veneer Megawall Wood Veneer Wood Veneer Paint Porcelain Tile Greenery Porcelain Tile With a biophilic design inspired by the Yosemite National Park and its majestic sequoia trees, this Hudson store transports travelers into a natural, calming space, offering a breath of fresh air from the airport’s hustle and bustle. • Pops of green and wood appear throughout the space in materiality to transport customers to Yosemite National park. • Moss accents can be seen throughout the space to help activate and bring the space to life. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: STOREFRONT RENDERINGS (HUDSON) POD | Hudson | Storefront Rendering 1,100 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: INTERIOR RENDERINGS (HUDSON) POD | Hudson | Interior Rendering 1,100 SF = DIGITAL INTERACTION FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN SPACE POD FOR N&C ONLY: FLOOR PLAN RENDERINGS (HUDSON) POD | Hudson | Floor Plan Renderings 1,100 SF STAFFED CHECKOUT SELF CHECKOUT STAFFED MOBILE CHECKOUT CONDIMENTS 20 SEATS BUSING KITCHEN 300 SF PACKAGED FOOD ORDER COUNTER 4 STANDING SPACES PICKUP COUNTER 121 THURMAN AVE, COLUMBUS, OH 432066 1 4 . 6 0 7 . 7 9 0 0 | b i g r e d r o o s t e r .c o m DIRECTION OF TRAVEL FAT AIRPORT - C-134 | FRESNO STREET EATS FLOOR PLAN 11.14.2022 1/4" = 1'-0" KEY PLAN SPACE C-134 842 SF FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS INDUSTRY TRENDS & RETAIL PROGRAM SUMMARY Industry Trends Fresno Yosemite International Airport (FAT) serves as a regional hub for the San Joaquin Valley and the greater Central Valley region. Known for its variety of tourist attractions and proximity to some of California’s most popular and highly visited national parks like Yosemite, Sequoia and Kings Canyon, FAT provides a high level of service for all travelers. Known as one of the most recognizable and premier travel concessionaires in North America, Hudson is equally as committed to enhancing the travel experience for passengers every day. We pay attention to details and study passenger demographics as well as varying purchase patterns, this is why we are aware and sensitive to the recent shift in traveler’s demand and needs. We know that following the Covid-19 pandemic travelers have increasingly grown more attracted to convenience, variety, quality and easy to access tech-enabled shopping options. We also note that varying purchasing patterns in travelers means an opportunity to rethink our program approach and concepts to better serve the demands of FAT travelers and make FAT a convenient and friendly airport for all with the best traveler amenities for years to come. Program Summary Our program approach is three-pronged 1) to deliver best-in-class service at FAT 2) enhance the overall business and leisure travelers experience through technology and 3) to provide game-changing opportunities (hybrid concepts) for economic development for a world class program. Our Hybrid program model will include: C-135 T-105 Space POD N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON Hudson – The Only Name in News & Travel Convenience Known as the Traveler’s Best Friend, Hudson is a world leading travel essentials brand – the most widely recognized in all of North America. Ever-evolving for fresh relevance, the lifestyle shopping experience caters to today’s on the-go consumer. Our reputation among travelers is why Hudson is the only name in travel convenience. FORGOT YOUR PHONE CHARGER? WE’VE GOT YOU COVERED. NEED A HEALTHY SNACK, WATER – AND CANDY? YOUR SECRET’S SAFE WITH US! LOOKING FOR COOL T-SHIRTS FOR THE KIDS? HUDSON’S GOT YOUR BACK. THE BRAND KNOWN AND TRUSTED BY TRAVELERS Selection Rationale: Hudson is the Brand Traveler’s Know & Trust For more than 30 years, Hudson has seen – and solved – every situation that travelers face. Since opening our first Hudson store in LaGuardia, we’ve been keeping travelers happy by giving them what they need, whenever they want it. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON Profile Summary Delta passenger 1579 is returning home after spending the week in Fresno on business. His flight to JFK is about 7.5 hours (DL 3994 connecting to DL508 in SLC). He’s 47, a father of twins and his flight is delayed about 40 minutes. He was pleased to see the blue Hudson sign as he made his way through security because he knows they’ll have a wide assortment to choose from. Passenger 1579 is avid reader and loves magazine (how 1995 of him), and he can count on Hudson having a decent selection of mags to choose from. He’s pretty sure he saw Brookstone next to Hudson, so he might make his way there to look at some new headphones. Concept Recommendation Hudson is perfect for passenger 1579. He can find healthy options in the Grab & Go portion of the space. Thanks to a friendly sales associate, he’ll also find a Freda Kahlo meets Rosy-The- Riveter tote bag that he’s positive will make his wife smile Why Hudson @ FAT NEED TECH RESISTANT CONNECTING (LONG HAUL) DOMESTIC FLIGHT 47 YR. OLD MALE $180,000-$240,000 IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMODATION DOMESTIC VS. INTERNATIONAL AGE & GENDER PATTERNS INCOME LEVEL FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE Description: Welcome to the New Brookstone Brookstone, Hudson’s exclusive brand, is an iconic American brand that packs 54 years of expertise. It features a wide array of unique and innovative products in the travel, wellness, aromatherapy, and into the tech essentials, gadgets, comfort products, and travel necessities that keep every road warrior connected and confident while on the ground or in the air. Through our years of experience in leading the travel retail industry, we’ve completely reimagined Brookstone to align with the needs and desires of today’s tech-savvy, gadget-oriented consumers on the go. Selection Rationale: The evolution of travel and consumer preferences demands more travel accessories and travel essentials basics. Things like power and cables, earbuds, as well as comfort items -- neck pillows, blankets and socks. After all, this is the age of more – and Brookstone more than delivers. FAT travelers will find exciting new and expanded categories. Travelers can handle delayed flights, missed connections or any other inconvenience- if they can stay connected and comfortable. The merchandise is focused on what travelers need and want, including a selection of STEM- related games and activities. A family of five can pick up the wellness, entertainment, and travel essentials that make every trip a little more fun while a business traveler can easily replace the broken or lost tech tool that will save the meeting. Brookstone associates are thoroughly trained on every product. They are confident and knowledgeable in explaining each item, it’s benefits and unique attributes. They are after all the “Traveler’s Best Friend.” Brookstone isn’t “just” an electronics brand. It’s a lifestyle brand with more. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE Profile Summary Passenger B2861 is leaving Fresno to visit his family for the holiday. His flight to EWR is about 7.5 hours (United B2861 connecting to United 1591 in DEN). He’s 32, single and he has about 2 hrs. until boarding. He was pleased to see the Brookstone sign as he made his way through security because he knows they’ll have a wide assortment to choose from. Passenger B2861 is tech-savvy and loves to try new headphones, and he can count on Brookstone having a nice selection of headphones to choose from. NEED TECH RESISTANT CONNECTING (LONG HAUL) DOMESTIC FLIGHT 32 YR. OLD MALE $90,000 - $120,000 IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMMODATION DOMESTIC VS. INTERNATIONAL AGE & GENDER PATTERNS INCOME LEVEL Concept Recommendation Brookstone is perfect for passenger B2861. He can find great brands in headphones, such as Apple and Bose. Thanks to a friendly sales associate, he’ll also find games to buy and play since he has 2 hours until his boarding. He can bring these items on the plane with him as well to help pass the time on the long flight. Why Brookstone @ FAT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS. BAGELS Einstein Bros. Bagels Known as the largest fast casual bagel brand in America as well as a top franchise in the breakfast category. Options for All Dayparts •Various options and menus catered to each daypart. Known & Beloved Everywhere •Locations in college campuses, airports, business & industry, healthcare & military installations. Menu Variety •Delicious, freshly-made bagels, sandwiches, coffee & more at an affordable price. Selection Rationale: At Einstein Bros.® Bagels, they believe in the bagel. They believe it has the power to do amazing things— giving you a reason to look forward to morning office meetings or an afternoon escape or even the simple joy of a shmear mustache on your kid’s face. It’s why they get to the store at 2am every day and bake fresh bagels every four hours, so their bagels are as fresh and delicious as possible. It’s why they only use the finest breakfast ingredients to create the most inspiring flavors. It’s why they do everything possible to make your day that much better. To spread a little more joy and happiness in the world. To laugh, smile and enjoy each other’s company that much more. And to them, there’s no better way to do that than with the bagel. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS. BAGELS Profile Summary Passenger B4073 is returning home after spending the week in Fresno, visiting her boyfriend. Her flight to BOS is about 7.5 hours (United 2410 connecting to United 1103 in DEN). She’s 20, in a long-distance relationship and her flight is in 40 minutes. She woke up late and didn’t have a chance to drink her coffee or have breakfast. She was pleased to see the Einstein Bros.® Bagels sign as she’s sure she can find a great cup of coffee and a bagel on the go. She’s also happy she won’t be breaking the bank on breakfast this morning. NEED TECH RESISTANT DOMESTIC FLIGHT 20 YR. OLD FEMALE $40,000 - $55,000 Concept Recommendation Einstein Bros.®️ Bagels is perfect for passenger B4073. She can find coffee and variety of quick breakfast options. This passenger always wanted to try Einstein Bros.®️ Bagels but never had a chance to do so. She is surprised that she found them at the airport. She is excited to have their coffee and bagel for the first time. This worked perfectly for her since she doesn’t have too much time for a big breakfast. Why Einstein Bros.® Bagels @ FAT CONNECTING (LONG HAUL) IMPULSE VS. NEED SHOPPING COMFORT WITH & USE OF TECH IN-FLIGHT ACCOMODATION DOMESTIC VS. INTERNATIONA AGE & GENDER PATTERNS INCOME LEVEL FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS TECHNOLOGY Technology Trends Technology powers our lives, making things faster, easier, and more convenient for us. Technology allows us to start our cars remotely, adjust the thermostat, keep an eye on our pets, see who’s at the front door. Technology is part of our everyday lives – and it’s only going to become more so. Technology is going to play a much larger role at airports too. Whether it’s an airline app that informs you if your flight is delayed or on time, Free Wi-Fi and charging areas for travelers, or the technology and biometrics required to go through security, there is no doubt that technology will only continue to enhance the travel experience for all travelers around the world. Airports like FAT involve so many different parties every day from the travelers themselves to the pilots to the airline employees and security personnel to vendors, we know that adopting new technology will be the key driver in creating every facet of a traveler’s journey seamless. “We make travel easy, convenient and fast” Tech-Enabled Shopping Whether for business or pleasure, FAT sees and serves millions of travelers a day. With anticipated rebound of travel and travelers’ technology upgrades and programming will help travelers navigate their journey more efficiently and sustainably. We know that travelers are increasingly attracted to convenience, variety, quality and accessible tech-enabled shopping option. Tech-enabled shopping is the future of travel shopping. It’s all about convenience and speed of service, two things’ travelers value most. When working on our programming we have looked at different ways to upgrade and innovate with tech. See key tech enhancements and services we have upgraded that are focused on enhancing the guest experience across our program for FAT. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS TECHNOLOGY The Travel Shopping Experience Elevated The travel experience can be frustrating at times, like having to wait in line while an associate multitasks — processing transactions while assisting a customer on the floor at the same time. This is where took the opportunity to improve the experience through technology. See below to see how we are using technology to elevate the experience at each of our stores: •Self-Check-out Options- hurried travelers will appreciate the speed of service •Digital Menu Boards- hungry travelers will appreciate the freshly available food options (breakfast-lunch-dinner) •QR codes- tired travelers will appreciate the varied options for attaining information •Loyalty Apps- loyal travelers will appreciate being able to use their loyalty points Combined these technology upgrades result in pure simplicity. From not needing to stand in line at the checkout while an associate rings and bags your purchases to being able to redeem your loyalty points—our tech-enable programming puts FAT travelers in control. Technology and advanced staffing techniques create an elevated shopping experience For optimal customer service and satisfaction FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS PRICING STRATEGY Pricing Methodology Accurate and evolving pricing is an important component of our business. Here’s how we monitor pricing and how we make changes over time: 1. Travel Essentials. Our local and regional operations leaders monitor pricing of items in this category routinely. They survey the local market for comparable products to set initial pricing levels. After the initial pricing is established, our teams continue to review pricing at comparable locations and make adjustments based on local market fluctuations. 2. Books, newspapers, magazines. Merchan- dise in this category is set based on each dis- tributors Manufacturer’s Suggested Retail Price (MSRP), which equals street pricing. 3. Specialty-retail merchandise. Specialty retail merchandise varies by brand, and we follow the pricing guidance provided by the different brands (i.e., Coach, Urban Decay) in almost all cases. 4. F&B – Our local and regional operations leaders monitor F&B pricing routinely. Our rates are comparable to the F&B stores located outside the airport. After the initial pricing is established, our teams continue to review pricing at comparable locations and make adjustments based on local market fluctuations. 5. Changes. In the event that pricing is changed, we provide written notification of such changes to our clients (i.e., aviation authorities). Our experience has proven that reasonable prices increase sales. By increasing sales, we are better able to increase rents for the airport while stabilizing our percentage rent for better control and predictability of profit margins. The expectation of reasonable pricing goes a long way toward enhancing the airport’s image in the eyes of the traveling public. Hudson generally prefers to maintain prices at a constant level, but recognizes that costs may increase over time. Prices will be compared periodically, particularly if prices should shift unusually for a given merchandise category. For instance, the cost of tobacco products changes sig- nificantly with tax alterations. Prices from our comparison locations would be presented in support of a request for a price increase. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS LOCAL PRODUCTS Yosemite Country Foods Yosemite Country Foods has been a family owned business located just south of Yosemite, since 1991. It was started so that Yosemite National Park could have its own unique product line. They use nothing but the freshest, top quality products such as; Beef and Turkey Jerky, Candy, Trail Mix and Dried Fruit. Yosemite Country Foods can be found in our Hudson stores at FAT today! Braga Braga Organic Farms started from their love for pistachios and organic food in general. Their products have been certified organic food by C.C.O.F. since November of 2000. They currently have 40 acres of pistachios located in Madera, California. They truly believe that everybody should purchase organic food directly from the farmer. There is no better or fresher way to eat! Braga’s delicious and nutritious snacks include Almonds, Hudson is hoping to bring the following local brands to our NEW Hudson stores at FAT: A ‘Capella At Made in Nature, they’re the pioneers of organic snacks. They’ve been traveling the world, walking the fields, col- laborating with growers, rolling up their sleeves, and getting dirty for over 30 years. No matter your snacking occasion, persuasion or location, they’ve got the most delicious and delightful snacks. From organic dried fruit to fair trade choco- late, they’ve got your snacks covered! • ALWAYS ORGANIC • NON-GMO • CERTIFIED GLUTEN FREE • 100% PLANT-BASED FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS LOCAL PRODUCTS Hinkle’s Honey Hinkle’s Honey offers their delicious blend of different nectars straight from the hives. Their honey is NEVER super- heated, filtered or strained, therefore you are receiving the enzymes, nutrients and pollens the bee adds in, flavoring is never added. When the honey is extracted from their different areas and locations it is then blended into a tank for a delicious one of a kind flavor that will not disappoint your taste buds. Raphio Chocolate Raphio Chocolate was born from a desire to promote healthy real chocolates to other parents or anyone, for that matter, so their children or loved ones can also enjoy pure dark chocolate. Their choc- olate bars have won several awards nationally as well as internationally. They are proudly worn on each winning product. Their offering includes choco- late bars, chocolate bonbons and ground chocolate. Life’s Grape Their grapes are gently sun- dried on the vine under the shade of the canopy. This signature, all-natural drying process results in a juicier and sweeter snack. They know this difference will surprise and delight you! Their delicious and unique snacks include Dark Chocolate Dipper Vine-Dried Grapes, Peanut Butter Dipped Vine-Dried Grapes and Classic Vine-Dried Grapes. FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS HUDSON PRODUCTS Hudson Merchandise Categories & Pricing Hudson will continue to evolve product assortments and modify the mix based on traveler feedback, purchasing patterns and sales results. Fresno does not stand still and as a result, both the product and retail plans will anticipate trends to keep pace with FAT busy life. FAT life includes elements and milestones past and present, incorporating both culture and lifestyle. The rich heritage will be highlighted and respected. Critical to the plan and integral to planning, is intentional consideration of Fresno Events which are locally and globally recognized. Product Pricing Please see the tables below for a high-level product assortment, consistent with our travel essentials operation portfolio across North America. Product Category Price Range Snacks, Candy, Food $1.99-$24.99 Beverages $1.59-$5.99 Electronics $9.99-$499.99 Souvenirs & Apparel $2.49-$99.99 Travel Accessories $9.99-$49.99 FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL NEWS & CONVENIENCE CONCESSIONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS BROOKSTONE PRODUCTS Brookstone Merchandise Categories & Pricing Brookstone offers today’s travelers variety in selections and brands to fulfill their tech needs on-the-go and beyond. In addition to premium global Brands like Apple, Beats, Bose and Sony (to name just a few) Brookstone also offers an extensive assortment of proprietary products available exclusively at Hudson Airport Stores. With additional categories like Wellness + Personal Care, and a curated collection of S.T.E.M. related toys and activities. (Science/Technology/Engineering/Mathematics), Brookstone continues to exceed the expectations of today’s tech-savvy traveling consumer. Product Pricing Please see the tables below for a high-level product assortment, consistent with our travel essentials operation portfolio across North America. Audio Headphones, ear buds, headsets, including wireless and wired, noise reduction, noise cancelling, bone conduction, and options for kids $21.99 - $349.99 Tech Accessories Charging cables, adapters, portable power $14.99 - $119.99 Travel Accessories Locks, luggage tags, comfort, including pillows, socks, and blankets $9.99 - $49.99 Luggage Roller bags, duffels, laptop bags, backpacks, travel cubes, totes $9.99 - $699.99 Wellness + Personal Care Handheld and specialty massagers, wellness travel kits, aromatherapy, mental health, fitness massage, cleanse and refresh $9.99 - $599.99 S.T.E.M. Toys, activities, education, games, kits, novelty $9.99 - $129.99 FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL N EWS & CONVE NI E NCE CONCE SS I ONS TENANT MIX & CONCESSIONS PLAN CONCEPT RELEVANCE, FEATURES & BENEFITS EINSTEIN BROS PRODUCTS Einstein Bros.® Bagels is your neighborhood bagel shop. They’re proud to provide your guests with freshly baked bagels, breakfast sandwiches, lunch sandwiches, coffee and so much more. Product Pricing Please see the table below for a high-level product assortment of Einstein Bros. Bagels. Product Category Bagels & Breakfast Sandwiches $2.39 – $18.99 Lunch/Hot & Toasty $7.89 - $9.99 Beverages $2.29 - $4.69 Espresso $3.79 - $5.49 ENTRANCE TAB 4 – Projected Gross Receipts, Rent and Cash Flow Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,426,133 $1,477,430 $1,545,916 $1,622,250 $1,707,940 $1,788,669 $1,871,664 $1,966,370 $2,065,869 $2,170,402 $2,280,224 $2,395,603 $2,516,821 $2,644,172 $2,777,967 $30,257,428 Operating Expenses Cost of Goods 35.8%$509,989 $528,334 $552,824 $580,121 $610,764 $639,633 $669,313 $703,180 $738,761 $776,142 $815,415 $856,675 $900,023 $945,564 $993,409 $10,820,149 Labor 22.5%$320,456 $331,983 $347,372 $364,524 $383,779 $401,919 $420,568 $441,849 $464,206 $487,695 $512,373 $538,299 $565,537 $594,153 $624,217 $6,798,927 Space Rent $40.00 $40,320 $42,336 $44,453 $46,675 $49,009 $51,460 $54,033 $56,734 $59,571 $62,550 $65,677 $68,961 $72,409 $76,029 $79,831 $870,048 Percentage Rent 10.0%$102,293 $105,407 $110,139 $115,550 $121,785 $127,407 $133,134 $139,903 $147,016 $154,491 $162,345 $170,599 $179,273 $188,388 $197,966 $2,155,695 Other Direct Expenses 6.5%$93,274 $96,629 $101,108 $106,101 $111,705 $116,985 $122,413 $128,607 $135,115 $141,952 $149,134 $156,681 $164,609 $172,938 $181,688 $1,978,939 G&A 5.8%$82,716 $85,691 $89,663 $94,090 $99,061 $103,743 $108,557 $114,049 $119,820 $125,883 $132,253 $138,945 $145,976 $153,362 $161,122 $1,754,931 Royalties 2.5%$35,653 $36,936 $38,648 $40,556 $42,698 $44,717 $46,792 $49,159 $51,647 $54,260 $57,006 $59,890 $62,921 $66,104 $69,449 $756,436 Utilities 0.5%$7,352 $7,616 $7,969 $8,363 $8,804 $9,221 $9,648 $10,137 $10,650 $11,188 $11,755 $12,349 $12,974 $13,631 $14,320 $155,977 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,730 $8,111 $8,540 $8,943 $9,358 $9,832 $10,329 $10,852 $11,401 $11,978 $12,584 $13,221 $122,879 Total Operating Expenses 84.0%$1,192,053 $1,234,931 $1,292,176 $1,363,710 $1,435,717 $1,503,624 $1,573,400 $1,652,977 $1,736,617 $1,824,490 $1,916,810 $2,013,800 $2,115,698 $2,222,753 $2,335,224 $25,413,980 EBITDA 16.0%$234,079 $242,499 $253,740 $258,540 $272,223 $285,045 $298,264 $313,393 $329,251 $345,911 $363,414 $381,803 $401,122 $421,419 $442,743 $4,843,447 Amortization/Depreciation 2.7%-$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$826,135 Interest & Taxes (24%)24.0%-$56,179 -$58,200 -$60,898 -$62,050 -$65,333 -$68,411 -$71,583 -$75,214 -$79,020 -$83,019 -$87,219 -$91,633 -$96,269 -$101,141 -$106,258 -$1,162,427 NET PROFIT 9.4%$122,825 $129,224 $137,767 $141,414 $151,814 $161,558 $171,605 $183,103 $195,155 $207,817 $221,119 $235,095 $249,777 $265,203 $281,409 $2,854,885 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks for the Brookstone concept - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Brookstone C-135 1,008 $820 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $3,071,548 $3,182,030 $3,329,532 $3,493,936 $3,678,492 $3,852,362 $4,031,115 $4,235,089 $4,449,385 $4,674,523 $4,911,054 $5,159,554 $5,420,627 $5,694,911 $5,983,073 $65,167,229 Operating Expenses Cost of Goods 36.1%$1,110,246 $1,150,181 $1,203,497 $1,262,923 $1,329,633 $1,392,480 $1,457,092 $1,530,821 $1,608,280 $1,689,659 $1,775,156 $1,864,979 $1,959,347 $2,058,490 $2,162,650 $23,555,434 Labor 23.3%$716,324 $742,090 $776,489 $814,830 $857,871 $898,420 $940,107 $987,677 $1,037,653 $1,090,158 $1,145,320 $1,203,274 $1,264,159 $1,328,126 $1,395,329 $15,197,828 Space Rent $40.00 $44,000 $46,200 $48,510 $50,936 $53,482 $56,156 $58,964 $61,912 $65,008 $68,258 $71,671 $75,255 $79,018 $82,969 $87,117 $949,457 Percentage Rent 10.0%$263,155 $272,003 $284,443 $298,458 $314,367 $329,080 $344,147 $361,596 $379,930 $399,194 $419,434 $440,700 $463,045 $486,523 $511,190 $5,567,266 Other Direct Expenses 6.5%$200,890 $208,116 $217,763 $228,515 $240,586 $251,958 $263,649 $276,989 $291,005 $305,730 $321,200 $337,452 $354,527 $372,467 $391,313 $4,262,159 G&A 5.8%$178,150 $184,558 $193,113 $202,648 $213,353 $223,437 $233,805 $245,635 $258,064 $271,122 $284,841 $299,254 $314,396 $330,305 $347,018 $3,779,699 Royalties 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utilities 0.5%$15,834 $16,403 $17,164 $18,011 $18,963 $19,859 $20,780 $21,832 $22,937 $24,097 $25,316 $26,597 $27,943 $29,357 $30,843 $335,937 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $16,648 $17,470 $18,392 $19,262 $20,156 $21,175 $22,247 $23,373 $24,555 $25,798 $27,103 $28,475 $264,653 Total Operating Expenses 82.7%$2,528,598 $2,619,550 $2,740,979 $2,892,969 $3,045,724 $3,189,782 $3,337,806 $3,506,618 $3,684,053 $3,870,466 $4,066,312 $4,272,067 $4,488,234 $4,715,339 $4,953,935 $53,912,432 EBITDA 17.3%$542,950 $562,480 $588,553 $600,967 $632,768 $662,580 $693,308 $728,471 $765,331 $804,057 $844,742 $887,486 $932,393 $979,572 $1,029,138 $11,254,797 Amortization/Depreciation 1.5%-$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$976,568 Interest & Taxes (24%)24.0%-$130,308 -$134,995 -$141,253 -$144,232 -$151,864 -$159,019 -$166,394 -$174,833 -$183,679 -$192,974 -$202,738 -$212,997 -$223,774 -$235,097 -$246,993 -$2,701,151 NET PROFIT 11.6%$347,537 $362,380 $382,196 $391,630 $415,799 $438,456 $461,810 $488,533 $516,547 $545,979 $576,900 $609,385 $643,514 $679,370 $717,041 $7,577,078 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson Local C-203-R 1,100 $888 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,346,278 $1,394,704 $1,459,355 $1,531,414 $1,612,306 $1,688,514 $1,766,863 $1,856,266 $1,950,193 $2,048,873 $2,152,546 $2,261,465 $2,375,895 $2,496,115 $2,622,418 $28,563,203 Operating Expenses Cost of Goods 33.1%$445,586 $461,614 $483,012 $506,862 $533,635 $558,858 $584,790 $614,380 $645,468 $678,128 $712,442 $748,491 $786,365 $826,155 $867,958 $9,453,742 Labor 28.6%$384,852 $398,695 $417,177 $437,776 $460,900 $482,685 $505,082 $530,639 $557,490 $585,699 $615,335 $646,471 $679,182 $713,549 $749,655 $8,165,188 Space Rent $40.00 $49,800 $52,290 $54,905 $57,650 $60,532 $63,559 $66,737 $70,074 $73,577 $77,256 $81,119 $85,175 $89,434 $93,905 $98,601 $1,074,612 Percentage Rent 10.0%$84,828 $87,180 $91,031 $95,492 $100,698 $105,293 $109,950 $115,553 $121,442 $127,631 $134,136 $140,972 $148,156 $155,706 $163,641 $1,781,708 Other Direct Expenses 6.8%$91,051 $94,326 $98,699 $103,572 $109,043 $114,197 $119,496 $125,543 $131,895 $138,569 $145,580 $152,947 $160,686 $168,817 $177,359 $1,931,780 G&A 5.8%$78,084 $80,893 $84,643 $88,822 $93,514 $97,934 $102,478 $107,663 $113,111 $118,835 $124,848 $131,165 $137,802 $144,775 $152,100 $1,656,666 Royalties 4.2%$56,530 $58,563 $61,278 $64,303 $67,700 $70,900 $74,190 $77,944 $81,888 $86,031 $90,385 $94,958 $99,763 $104,811 $110,114 $1,199,358 Utilities 0.5%$6,940 $7,190 $7,523 $7,894 $8,311 $8,704 $9,108 $9,569 $10,053 $10,562 $11,096 $11,658 $12,248 $12,867 $13,519 $147,243 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,297 $7,657 $8,062 $8,443 $8,834 $9,281 $9,751 $10,244 $10,763 $11,307 $11,879 $12,481 $115,999 Total Operating Expenses 89.4%$1,197,672 $1,240,751 $1,298,266 $1,369,668 $1,441,991 $1,510,192 $1,580,273 $1,660,199 $1,744,205 $1,832,462 $1,925,185 $2,022,599 $2,124,942 $2,232,465 $2,345,427 $25,526,296 EBITDA 10.6%$148,607 $153,952 $161,089 $161,746 $170,315 $178,323 $186,590 $196,067 $205,988 $216,411 $227,361 $238,866 $250,952 $263,650 $276,991 $3,036,907 Amortization/Depreciation 3.5%-$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$1,003,541 Interest & Taxes (24%)24.0%-$35,666 -$36,949 -$38,661 -$38,819 -$40,876 -$42,797 -$44,782 -$47,056 -$49,437 -$51,939 -$54,567 -$57,328 -$60,229 -$63,276 -$66,478 -$728,858 NET PROFIT 4.6%$46,039 $50,101 $55,525 $56,024 $62,537 $68,622 $74,906 $82,108 $89,648 $97,569 $105,892 $114,635 $123,821 $133,472 $143,611 $1,304,509 Sales assumptions - Based on existing Hudson News landside performance, estimation for coffee service capacity and an synergy sales uplift for the hybrid Retail + F&B location - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Café T-105 1,245 $806 INPUTS ENTRANCE TAB 5 – Proposed Capital Investment FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 4 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 SCHEDULE 2: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER NEWS & GIFT CONCESSION UNIT SCHEDULE NO. 2 – FAT: Initial Capital Investment (Dollar Amount) per News & Gift Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each News & Gift Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in the Terminal Building and Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Terminal (Pre-Security); Space T-105 (1,245sq.ft.) Combination News & Convenience and National Branded Coffee 2023 $ Concourse A; Space C-135 (1,008sq.ft.) News & Convenience 2023 $ Concourse A; Space POD (1,470sq.ft.) N&C ONLY News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All News & Convenience Units $ FAT Total Schedule No. 2 is $______________________________________ dollars and _________________________ cents. The Proposer shall submit proposals on Schedule 1 or Schedule 2, or may bid on both schedules. The City reserves the right to award a contract for the Schedule 1 or 2 or both, as listed in the order shown in the bid proposal, subject to available funds at the time of award, whichever the City deems to be in its own best interest. Completion of Bid Proposal Form to be Eligible for Award. Proposers must bid all items within the schedules. The Proposer is non-responsive and ineligible for award in the event Proposer fails to initial this paragraph on the line provided and completely fill in the Proposal Form including, without limitation, all dollar amounts, and information called for on this Proposal Form. By Proposer’s initials to the right hereof, Proposer represents he/she has read and understands the consequences of not completely filling in this Proposal Form. Initial The City reserves the right to reject any and all proposals. HG Fresno Concessionaires JV 1,003,541 826,135 976,568 2,806,244 two million eigth hundred and six thousand two hundred forty four -- FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL PROPOSED CAPITAL INVESTMENT SOURCE(S) OF FUNDS HG Fresno Concessionaires JV, a Joint Venture (“JV”) between Hudson (HG) Retail, LLC with 87% ownership and Martinez-Niebla, LLC with 13% ownership will invest approximately $2.8 million. $100,000 of that investment will be funded from internal cash flows from the JV partners, proportional to ownership percentage. The remaining portion of the capital investment will be financed by the JV. If 3rd party financing is unavailable for whatever reason, Hudson shall act as lender of last resort ENTRANCE TAB 6 – Qualifications, Background & Experience N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL QUALIFICATIONS, BACKGROUND & EXPERIENCE Hudson has over 30 years of concessions operations throughout the U.S. and Canada. Today Hudson operates over 1,000 locations in 88 locations in airports of all sizes, from small (Des Moines, Iowa) to the world’s busiest (Hartsfield-Jackson Atlanta International Airport), commuter terminals, hotels, and some of the most visited landmarks and tourist destinations in the world. The information below is reflective of the majority equity holder in HG Fresno Concessionaires JV– Hudson (HG) Retail, LLC. The stats we’ve provided in this statement of qualifications speak to our operations prior to the spread of COVID-19. While we scaled back operations to deal with the downturn in air travel, we’re definitely on the road to recovery and fully expect to be back to business as usual as the crisis continues to abate. We’re open in every market we operated in prior to the pandemic, with the exception of a few street-side locations that are closed by the landlord. Today, we’ve reopened more than 94% of our concession locations across North America. In addition, we’ve worked with our landlords to drive sales using a variety of entrepreneurial tactics – including digital innovation. In addition to leveraging technology, we also leveraged old-fashion expertise and hard work. Where other concessionaires were closed (or remain closed) – we’ve expanded our offerings, especially around expanding our food and beverage portfolio and operations. Our willingness to support travelers, even when times are hard, means we’ve outperformed other concessionaires. We’re proud to be The Traveler’s Best Friend –in good and challenging times. N EWS & CONVE NI E NCE CONCE SS I ONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL QUALIFICATIONS, BACKGROUND & EXPERIENCE Hudson Group (HG) Retail, LLC is a Delaware limited liability company and 100% owned by Hudson Group (HG) Inc., a Delaware corporation, which is a wholly owned subsidiary of Hudson Ltd. a Bermuda corporation. Hudson has undergone 2 ownership changes within the past 5 years. First, in 2018, Hudson was listed on the New York Stock Exchange. Then in 2020, Hudson was delisted from public trading. We invite you to visit the Media portion of our website if you’d like to learn more: https://www.hudsongroup.com/media $180 Million 9 Califonia Markets $1.9 Billion 2019 revenue (overall) 1,000+ Concessions Locations 88 Markets North America $150 Million 2019 Food Sales 150+ F&B Locations 30+ YEARS Airport Concessions Experience Operating in 88 Locations in U.S. & Canada EXHIBIT B Square Footage is preliminary until final As Builts are completed CONCESSION SPACENEWS & CONVENIENCE CONCESSIONSLOCATIONS - OVERVIEWT105C135C203± 1,245 SF± 1,008 SF± 1,044 SF - NEWS & CONVENIENCE T1051,245 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" T105 C1351,008 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONS (W/ C133 ADDITION)TERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 03/09/23 3 32" = 1' - 0" C135 GAS RISER FROM1ST FLOORCW/HW RISERSIN WALL6" GREASE LINEDROP ON WALL6" GREASE LINEBELOW FLOOR12" CWBELOW FLOOR12" CWBELOW FLOORCW/HW STUBON EACH SIDEOF WALLCW/HW RISERSIN WALLFLOOR CLEAN OUTFLOOR CLEAN OUTPOD NEWS & CONVENIENCE± 1,150 SFFRESNO YOSEMITE INTERNATIONAL AIRPORT LEASE OUTLINE DRAWINGS TERMINAL CONCESSIONSTERMINAL KEYGENERAL NOTES:1. ALL DIMENSIONS TO BE FIELD VERIFIED WITH AS-IS CONDITIONS AND COORDINATED WITH ALL WALL TYPES2. OVERHEAD MEP AND STRUCTURAL CONDITIONS VARY. TENANT SHALL FIELD VERIFY AND CONFIRM ALL AS-IS CONDITIONS3. BEFORE MAKING FLOOR PENETRATIONS OR ANY KIND OF REMOVAL OF CONCRETE FROM THE FLOOR SLAB, G.C. TO ENSURE THAT THE CONCRETE ATTHAT LOCATION IS FREE OF REBAR, STRUCTURAL BEAMS, PAN JOISTS, OR GIRDERS. IF FLOOR IS CONSTRUCTED OF POST TENSIONED SYSTEM, G.C.SHALL ENSURE THAT THE ADEQUATE MEASURES ARE TAKEN TO STEER CLEAR OF STRESSED BARS IN ORDER TO AVOID INJURY OR COMPROMISE OFTHE STRUCTURAL INTEGRITY OF THE FLOOR. IN THIS CASE, THE CUTTING OF ANY REBAR SHALL REQUIRE PRIOR APPROVAL FROM A PROFESSIONALSTRUCTURAL ENGINEER FAMILIAR WITH THE ORIGINAL CONSTRUCTION OF THE FLOOR SYSTEM. USE OF SYSTEMS SUCH AS GPR FOR LOCATING REBARIS HIGHLY RECOMMENDED BEFORE MAKING PENETRATIONS INTO THE SLAB.DISCLAIMER:THIS LEASE OUTLINE DRAWING IS PRELIMINARY AND INTENDED TO PROVIDE BASIC ARCHITECTURAL CHARACTERISTICS, APPROXIMATE DIMENSIONS, ANDOVERALL AREA OF SHELL LEASE SPACE. INFORMATION CONTAINED WITHIN IS SUBJECT TO CHANGE WITHOUT NOTICE. AS STATED IN GENERAL NOTES 1AND 2, TENANT IS REQUIRED TO FIELD VERIFY ALL AS-IS CONDITIONS PRIOR TO COMMENCEMENT OF DESIGN WORK.DATE: SCALE: SHEET NUMBER: 05/08/23 116" = 1' - 0" C203 F&B CONCESSIONSLEASE OFFICE±637SFN&C CONCESSIONSLEASE OFFICE±633SFALASKA AIRLINESLEASETSA TRAININGROOMTSASTORAGELEASEOFFICEN&C CONCESSIONSSTORAGE±750SFF&B CONCESSIONSTORAGE±618SFRESTROOMRESTROOMRESTROOMFARMER'SMARKETSTORAGE ROOMCOMMROOMELECROOMSTORAGE±94SFSTORAGE±94SFSTORAGE±67SFSTORAGE±58SFSTORAGE±45SFSTORAGE±39SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCENTRAL DISTRIBUTION AREA / CONCESSION STORAGELAST EDITED: 6/29/23 N&C CONCESSIONSLEASE OFFICE±188SFF&B CONCESSIONSLEASE OFFICE±192SFF&B CONCESSIONSLEASE OFFICE±192SFN&C CONCESSIONSLEASE OFFICE±188SFFRESNO YOSEMITE INTERNATIONAL AIRPORTCONCESSION SPACE MAPCONCESSION STORAGE (1ST FLOOR POD)LAST EDITED: 6/5/23 FRESNO YOSEMITE INTERNATIONAL AIRPORTROOM C122LOCATION MAP EXHIBIT C , News Gift Convenience Report Prepared by: Date Prepared: Signature: Monthly Concessions Report Gross Revenue Total Amount Due with this Report:-$ Location 1 Location 2 Location 3 Overall for Month Gross Revene Total Gross Receipts -$ Month Year Tenant Name EXHIBIT D Development Schedule EXHIBIT E AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) COMMITMENT FORM The ACDBE goal for this concession package is ____% NOTE: The City will only credit ACDBE participation that is certified by an approved certification entity at the time of proposal submission. The undersigned concessionaire/vendor has satisfied the requirements of the proposal specifications in the following manner (Please check () only one box): 100% Self-Performance: The proposer, a certified ACDBE firm and sole concessionaire, is committed to meeting or exceeding the ACDBE goal through 100% self-performance. (If checked, must submit required ACDBE certificate). Percentage Participation: The proposer is committed to meeting or exceeding the ACDBE goal, with a minimum of ____% ACDBE participation on this concessions package. The proposer is unable to meet the ACDBE goal and is committed to a minimum of _____% ACDBE participation on this concessions package and submits documentation demonstrating good faith efforts. The proposer is unable to meet the ACDBE goal and submits documentation demonstrating good faith efforts. NOTE: Based on the response provided above by Proposer, City may require the submission of additional clarifying information upon notification of award or during the evaluation process. Name of Proposing Entity: ______________________________________________________________ Name of Authorized Representative or Designee: ____________________________________________ Title: _______________________________________________________________________________ Signature____________________________________________________________________________ EXHIBIT F DISCLOSURE OF CONFLICT OF INTEREST between City of Fresno (“Fresno”) (“ ”) 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) EXHIBIT G Product and Price List EXHIBIT H New & Renewal Badge Checklist Badge Forms: _____ Identification Badge Application (Reviewed and signed by Signor) _____ Driver’s Training Questionnaire (If you will be driving on Airport property) Two Forms of ID: _____ Driver’s License or ID (Must be a current California ID) and one of the following: _____ Social Security Card _____ US Passport or; _____ Birth Certificate PIV/CAC/Chipped Card (Must be badging for issuing Government Agency) If born out of the US, one of the forms of ID must be: ______ Naturalization paper ______ Permanent Resident card or; _____ US Passport Badging Office Hours: Renewing Badges and Fingerprinting: Monday, Wednesday, or Friday at 8:00am, 10:00am, or 1:00pm. New Badge Classes: Tuesdays or Thursdays at 9:30am or 1:00pm. Please call to schedule. Walk‐ins will not be accepted. Note: If an ID is expiring within 30 days of being presented to the badging office it must also be accompanied by paperwork and/or receipts showing that it has been renewed. All forms must be original. Copies will NOT be accepted. Social Security Cards that are laminated will NOT be accepted. Revised September 2022 FRESNO YOSEMITE INTERNATIONAL AIRPORT IIDDEENNTTIIFFIICCAATTIIOONN BBAADDGGEE AAPPPPLLIICCAATTIIOONN CM# BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT Page 1 EMPLOYEE EMPLOYEE: THIS SIDE OF THE APPLICATION MUST BE FULLY COMPLETED BY YOU BEFORE THE AUTHORIZED REPRESENTATIVE SIGNS OFF ON THE EMPLOYER'S SIDE OF THE APPLICATION *Full Name _____________________________________________________________________________________________ (Please Print) First Middle Last *Residence Address (No P.O. Box) _____________________________________________________________________________________________ Street Apt. # City State Zip *Phone # Cell # *Email: *DOB ___________ MM DD YYYY *Hair *Eye *Height *Weight *Gender M F *Country or State of Birth *Citizenship Passport Country Passport # *DL State Issued *DL # *DL Expiration *SSN Alias Name (1) _______________________________________________________________________________ (Please Print) First Middle Last Alias DOB Alias Name (2) _______________________________________________________________________________________ (Please Print) First Middle Last Alien Reg # Immigrant Visa # I-94 # DS-1350 *Company Name *Job Description/Title *Direct Supervisor's Name *Supervisor's Title *Supervisor's Business Phone # *Give a brief but detailed statement of specific duties justifying your need for access into Airport secured areas *Previous Badge at FYI? Yes No Badge # Return Date Previous Badge Renewal Lost/Stolen Revoked (Reason) Returned Company Previous Badge Issued Under The information I have provided is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement can be punished by fine or imprisonment or both. (Section 1001 of Title 18 of the United States Code) *Signature: *Date PLEASE DO NOT WRITE BELOW THIS LINE (RESERVED FOR OFFICIAL USE ONLY Issued: Badge SIDA LEO STERILE CCAARRGGOO Expires Color AOA PUBLIC Tenant/Vendor/Student Pin # Fee: $ APS Official Date SIDA Trained: Driver: Yes No Escort: Yes No Movement: Yes No Badge #’s *Required information Last Name First Initial Revised September 2022 Page 2 EMPLOYER'S CERTIFICATION The Transportation Security Administration (TSA) in accordance with 49 CFR Part 1540 series requires that the employer of an airport security identification badge applicant certify that a CHRC will be completed, and this person does not have convictions for any of the listed disqualifying crimes. In compliance with the requirement stated above, the Employer's Authorized Representative, whose identity, affiliation and signature appear below, hereby attest that the Employee/Applicant identified in Page 1 of the Application form (CHECK BOX BELOW): *Was hired by this Employer on ________________; and that the CHRC requirements listed above have been fully met. *I hereby request driving privileges for this employee. I attached the “Driver’s Training Questionnaire” to this application. *I hereby request SIDA/AOA escort privileges for this employee. *Required information *Employer's Business Name/ Project Contracting Company *Street Address *City *State *Zip Mailing Address (if different than Street Address) *Phone #FAX # *Email Address Authorized Signature *Full Name (Print) First *Middle *Last *Title or Position *Signature *Date I UNDERSTAND THAT A $25.00 FEE WILL BE CHARGED TO MY COMPANY FOR BADGES THAT ARE NOT RETURNED TO: FRESNO YOSEMITE INTERNATIONAL AIRPORT PUBLIC SAFETY OFFICE 4995 E CLINTON WAY FRESNO, CA 93727 559-621-6650 FRESNO YOSEMITE INTERNATIONAL AIRPORT IDENTIFICATION BADGE APPLICATION BOTH SIDES MUST BE COMPLETED PRIOR TO APPOINTMENT DRIVER’S TRAINING QUESTIONNAIRE (FORM REQUIRED FOR ALL DRIVERS) Rev. 09/2022 All Airport Security Identification Badge holders who are required to operate vehicles on the Airport must obtain a driver designation (“D” designation on the badge) by completing the Air Operations Area (AOA) Driver’s Training Program with successful testing. FAA (FAR Part 139.329) requires that all designated drivers with access to the Aircraft Movement Area (taxiways, runways and their safety areas) will complete a supplementary Movement Area Driver’s Training Program (“M” designation on the badge) prior to the initial performance of such duties and at least once every 12 consecutive calendar months. Failure to complete the recurrent training within the required time period will result in an immediate badge suspension. Pedestrian and vehicle operations are forbidden in the Aircraft Movement Area unless the individual has an authorized purpose and has completed the Aircraft Movement Area Driver’s Training Program within the last 12 months. Company/Agency: Employee’s Name: Please select one from the options below: Employee (driver) does not require access to the Aircraft Movement Area (Employee will complete “AOA” Driver’s Training Program and receive “D” designation on the airport badge) Employee (driver) requires access to the Aircraft Movement Area (Employee will complete both “AOA” and “Aircraft Movement Area” Driver’s Training Programs and receive “D” and “M” designations on the airport badge) If the employee requires access to the Aircraft Movement Area, please provide the reason: Involved in Aircraft Pushback from Terminal FAA or NWS Employee with Movement Area Duties Involved in Aircraft Towing on Taxiways City of Fresno Airport Dept. Employee with Movement Area Duties Involved in Disabled Aircraft Recovery Military Employee with Movement Area Duties Construction Company Contractor Requiring Unescorted Access Other (explain below) Other: Authorized Signer’s Name: Title: Signature: Date: DISQUALIFYING CRIMES 1. Forgery of certificates, false marking of aircraft, and other aircraft registration violations; 2. Interference with air navigation; 3. Improper transportation of a hazardous material; 4. Aircraft piracy; 5. Interference with flight crew members or flight attendants; 6. Commission of certain crimes aboard an aircraft in flight; 7. Carrying a weapon or explosive aboard aircraft; 8. Conveying false information and threats; 9. Aircraft piracy outside the special aircraft jurisdiction of the United States; 10. Lighting violation involving transporting controlled substances; 11. Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 12. Destruction of an aircraft or aircraft facility; 13. Murder; 14. Assault with intent to murder; 15. Espionage; 16. Sedition; (Resistance or rebellion against the government in power.) 17. Kidnapping or hostage taking; 18. Treason; 19. Rape or aggravated sexual abuse; 20. Unlawful possession, use, sale, or distribution, or manufacture of an explosive or weapon; 21. Extortion; 22. Armed robbery; or felony unarmed robbery; 23. Distribution of, or intent to distribute, a controlled substance; 24. Felony arson; 25. A Felony involving a threat; 26. A Felony involving – 1. Willful destruction of property; 2. Importation or manufacture of a controlled substance; 3. Burglary; 4. Theft; 5. Dishonesty, fraud, or misrepresentation; 6. Possession or distribution of stolen property; 7. Aggravated assault; 8. Bribery; or 9. Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year, or any other crime classified as a felony that the Administrator determines indicates a propensity for placing contraband aboard an aircraft in return for money; or; 27. Violence at international airports; 28. Conspiracy or attempt to commit any of the acts referred to in clauses (1) through (28). I hereby acknowledge that I have not been convicted of any disqualifying criminal offenses, or been found not guilty by reason of insanity. Federal regulations under 49 CFR 1542.209 impose a continuing obligation to disclose to the airport operator within 24 hours if convicted of any of the above listed crimes while still having unescorted access. The information I have provided on this application is true, complete, and correct to the best of my knowledge and belief and is provided in good faith. I understand that a knowing and willful false statement on this application can be punished by fine or imprisonment or both. (See section 1001 of Title 18 United States Code.)” Signature: Date: Print Name: ________________________________ 1. Have you actually committed any of the previously listed disqualifying crimes even though you may not have been arrested or convicted? YES/NO 2. Have you committed a theft, or crime of dishonesty, within the past 5 years? YES/NO 3. Are you a registered sex offender, or have you committed a sex offense? YES/NO 4. Do you have outstanding warrants for your arrest? YES/NO 5. Are you currently violating a court order? YES/NO 6. Have you committed a drug violation within the last 5 years? YES/NO 7. Have you committed a violent crime within the last 10 years? YES/NO 8. Do you have a history of mental instability? YES/NO 9. Have you committed airport security violations? YES/NO 10. Have you engaged in behavior that was not supportive of airport security? YES/NO A yes answer to any of the above questions may not disqualify you from maintaining or receiving an FYI Identification Badge. If you answered yes to any of the above questions, please give details below. Use a separate sheet of paper if necessary. __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ FAILURE TO DISCLOSE ANY DISQUALIFYING OFFENSES OR CRIMES IS GROUNDS FOR IMMEDIATE AND PERMANENT DENIAL OF AIRPORT PRIVILEGES. YOU WILL BE GIVEN AN OPPORTUNITY TO DISCUSS THE CIRCUMSTANCES OF INCIDENTS, AND EXCEPTIONS ARE POSSIBLE. HOWEVER, FAILURE TO FULLY DISCLOSE PRIOR ARRESTS AND CONVICTIONS IS CONSIDERED UNTRUTHFUL CONDUCT. INITIAL _________ CERTIFICATE OF APPLICANT (read carefully before signing): I hereby certify that all statements made on this questionnaire are true and complete to the best of my knowledge. I understand that any misstatements or omissions can be grounds for revocation or denial of an FYI Identification Badge. I further understand that I am required to report any subsequent violations to Airport Public Safety immediately and that I may be subject to background inquiries at any time. Signature: Date: _ Print Name: _ AIRPORT PUBLIC SAFETY SUPPLEMENTAL QUESTIONNAIRE EXHIBIT I EXAMPLE OF SEVERE DECLINE IN ENPLANEMENTS FOR THREE MONTHS CALCULATION The following calculation scenario is intended to provide an example of the mechanics of the Severe Decline in Enplanements for Three Months provision. The enplanement figures used in the calculation are not intended to be representations of actual or projected enplanement levels in the past, present or future. Assumptions used in Example: Current Year – 2023 Previous Year - 2022 The following table shows the monthly enplanements for the Previous Year (2022) above monthly enplanements for the Current Year (2023): Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Previous Year 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Epax (000) 70 70 85 100 110 120 110 100 80 70 80 90 Jan Feb Apr May Jun Jul Aug Sep Oct Nov Dec Dec Current Year 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 Epax (000) 80 80 60 70 70 70 90 60 70 60 70 90 % of Previous Month’s Epax 114.3% 114.3% 70.6% 70.0% 63.6% 58.3% 81.8% 60.0% 87.5% 85.7% 87.5% 100.0% Per the enplanements shown in this table, there occurs a Severe Decline in Enplanements for Three Months with respect to the months March 2023 – May 2023, and the Space Rent shall be suspended effective June 1, 2023. Enplanement Stabilization for Three Months occurs with respect to the months September 2023 – November 2023, and the Space Rent shall be reinstated effective December 1, 2023. EXHIBIT J NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items)NEWS & CONVENIENCE CONCESSIONS DATE: RE: NEWS & CONVENIENCE CONCESSIONS =================================================== AGREEMENT HUDSON GROUP =================================================== was completed in keeping with the intent of the lease for support space in the News & Convenience USDLBLS CPI - JAN-DEC., 2021 ...........265.510 *Concessions at Fresno Yosemite International Airport,USDLBLS CPI - JAN-DEC.,2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........1,759.00 CURRENT MONTHLY RENTAL $2,931.67 CURRENT RENT P/SQ FT/YR ...........20.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........1.00000 NEW MONTHLY RENTAL 21.0000 AND HUDSON GROUP dba AMOUNT OF ADJUSTMENT ...........$146.58 HG FRESNO CONCESSIONAIRES JV ----------------------------------------------- NEW MONTHLY RENTAL $3,078.25 EFFECTIVE:$36,939.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE:$3,078.25 Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE:(559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. July 1, 2024 NOTE: 5% MAXIMUM APPLIES SUPPORT SPACE July 1, 2024 June 8, 2023 11:23 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: June 8, 2023 11:23 AM The rental adjustment calculation shown to the right J:\FYI\Tenant Files\Hudson Group\Legal\Hudson Final Exhibits\Exhibit - J -Support Space Annual CPISAMPLE NOTICE OF ANNUAL RENTAL ADJUSTMENT (Based on USDLBLS Consumer Price Index FRESNO YOSEMITE INTERNATIONAL AIRPORT for All Urban Consumers - All Items) NEWS & CONVENIENCE CONCESSIONS DATE: RE: NEWS & CONVENIENCE CONCESSIONS =================================================== AGREEMENT HUDSON GROUP =================================================== was completed in keeping with the intent of the lease for concession space in the News & Convenience USDLBLS CPI - JAN-DEC., 2021 ........... 265.510 * Concessions at Fresno Yosemite International Airport, USDLBLS CPI - JAN-DEC., 2022 ...........287.984 * AMOUNT OF CPI CHANGE ...........22.5 between PERCENTAGE CPI CHANGE ...........8.4645% SQUARE FOOTAGE ...........3,403.00 CURRENT MONTHLY RENTAL $11,343.33 CURRENT RENT P/SQ FT/YR ...........40.0000 THE CITY OF FRESNO, CALIFORNIA AMOUNT OF ADJUSTMENT ...........2.00000 NEW MONTHLY RENTAL 42.0000 AND HUDSON GROUP dba AMOUNT OF ADJUSTMENT ...........$567.17 HG FRESNO CONCESSIONAIRES JV ---------------------------------------------- - NEW MONTHLY RENTAL $11,910.50 EFFECTIVE:$142,926.00 EFFECTIVE:=================================================== ** MONTHLY RENTAL WILL BE: Prepared by:CITY OF FRESNO AIRPORTS DEPARTMENT PROPERTIES DIVISION 4995 EAST CLINTON WAY If you have any questions concerning this matter, FRESNO, CA 93727-1504 please contact the undersigned at (559) 621-4500. TELEPHONE: (559) 621-4500 FACSIMILE: (559) 251-4825 Best, NOTES:* PER USDL/BLS **Actual monthly amount billed may be Airports Properties Division different than showns on this spreadsheet City of Fresno - Airports Department due to rounding. $11,910.50 July 1, 2024 NOTE: 5% MAXIMUM APPLIES CONCESSION SPACE July 1, 2024 June 8, 2023 11:23 AM July 1, 2024 ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR LEASE YEAR COMMENCING: June 8, 2023 11:23 AM The rental adjustment calculation shown to the right J:\FYI\Tenant Files\Hudson Group\Legal\Hudson Final Exhibits\Exhibit - J -Concession Space Annual CPISAMPLE EXHIBIT K Initial Capital Investment Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,426,133 $1,477,430 $1,545,916 $1,622,250 $1,707,940 $1,788,669 $1,871,664 $1,966,370 $2,065,869 $2,170,402 $2,280,224 $2,395,603 $2,516,821 $2,644,172 $2,777,967 $30,257,428 Operating Expenses Cost of Goods 35.8%$509,989 $528,334 $552,824 $580,121 $610,764 $639,633 $669,313 $703,180 $738,761 $776,142 $815,415 $856,675 $900,023 $945,564 $993,409 $10,820,149 Labor 22.5%$320,456 $331,983 $347,372 $364,524 $383,779 $401,919 $420,568 $441,849 $464,206 $487,695 $512,373 $538,299 $565,537 $594,153 $624,217 $6,798,927 Space Rent $40.00 $40,320 $42,336 $44,453 $46,675 $49,009 $51,460 $54,033 $56,734 $59,571 $62,550 $65,677 $68,961 $72,409 $76,029 $79,831 $870,048 Percentage Rent 10.0%$102,293 $105,407 $110,139 $115,550 $121,785 $127,407 $133,134 $139,903 $147,016 $154,491 $162,345 $170,599 $179,273 $188,388 $197,966 $2,155,695 Other Direct Expenses 6.5%$93,274 $96,629 $101,108 $106,101 $111,705 $116,985 $122,413 $128,607 $135,115 $141,952 $149,134 $156,681 $164,609 $172,938 $181,688 $1,978,939 G&A 5.8%$82,716 $85,691 $89,663 $94,090 $99,061 $103,743 $108,557 $114,049 $119,820 $125,883 $132,253 $138,945 $145,976 $153,362 $161,122 $1,754,931 Royalties 2.5%$35,653 $36,936 $38,648 $40,556 $42,698 $44,717 $46,792 $49,159 $51,647 $54,260 $57,006 $59,890 $62,921 $66,104 $69,449 $756,436 Utilities 0.5%$7,352 $7,616 $7,969 $8,363 $8,804 $9,221 $9,648 $10,137 $10,650 $11,188 $11,755 $12,349 $12,974 $13,631 $14,320 $155,977 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,730 $8,111 $8,540 $8,943 $9,358 $9,832 $10,329 $10,852 $11,401 $11,978 $12,584 $13,221 $122,879 Total Operating Expenses 84.0%$1,192,053 $1,234,931 $1,292,176 $1,363,710 $1,435,717 $1,503,624 $1,573,400 $1,652,977 $1,736,617 $1,824,490 $1,916,810 $2,013,800 $2,115,698 $2,222,753 $2,335,224 $25,413,980 EBITDA 16.0%$234,079 $242,499 $253,740 $258,540 $272,223 $285,045 $298,264 $313,393 $329,251 $345,911 $363,414 $381,803 $401,122 $421,419 $442,743 $4,843,447 Amortization/Depreciation 2.7%-$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$55,076 -$826,135 Interest & Taxes (24%)24.0%-$56,179 -$58,200 -$60,898 -$62,050 -$65,333 -$68,411 -$71,583 -$75,214 -$79,020 -$83,019 -$87,219 -$91,633 -$96,269 -$101,141 -$106,258 -$1,162,427 NET PROFIT 9.4%$122,825 $129,224 $137,767 $141,414 $151,814 $161,558 $171,605 $183,103 $195,155 $207,817 $221,119 $235,095 $249,777 $265,203 $281,409 $2,854,885 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks for the Brookstone concept - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Brookstone C-135 1,008 $820 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $3,071,548 $3,182,030 $3,329,532 $3,493,936 $3,678,492 $3,852,362 $4,031,115 $4,235,089 $4,449,385 $4,674,523 $4,911,054 $5,159,554 $5,420,627 $5,694,911 $5,983,073 $65,167,229 Operating Expenses Cost of Goods 36.1%$1,110,246 $1,150,181 $1,203,497 $1,262,923 $1,329,633 $1,392,480 $1,457,092 $1,530,821 $1,608,280 $1,689,659 $1,775,156 $1,864,979 $1,959,347 $2,058,490 $2,162,650 $23,555,434 Labor 23.3%$716,324 $742,090 $776,489 $814,830 $857,871 $898,420 $940,107 $987,677 $1,037,653 $1,090,158 $1,145,320 $1,203,274 $1,264,159 $1,328,126 $1,395,329 $15,197,828 Space Rent $40.00 $44,000 $46,200 $48,510 $50,936 $53,482 $56,156 $58,964 $61,912 $65,008 $68,258 $71,671 $75,255 $79,018 $82,969 $87,117 $949,457 Percentage Rent 10.0%$263,155 $272,003 $284,443 $298,458 $314,367 $329,080 $344,147 $361,596 $379,930 $399,194 $419,434 $440,700 $463,045 $486,523 $511,190 $5,567,266 Other Direct Expenses 6.5%$200,890 $208,116 $217,763 $228,515 $240,586 $251,958 $263,649 $276,989 $291,005 $305,730 $321,200 $337,452 $354,527 $372,467 $391,313 $4,262,159 G&A 5.8%$178,150 $184,558 $193,113 $202,648 $213,353 $223,437 $233,805 $245,635 $258,064 $271,122 $284,841 $299,254 $314,396 $330,305 $347,018 $3,779,699 Royalties 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utilities 0.5%$15,834 $16,403 $17,164 $18,011 $18,963 $19,859 $20,780 $21,832 $22,937 $24,097 $25,316 $26,597 $27,943 $29,357 $30,843 $335,937 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $16,648 $17,470 $18,392 $19,262 $20,156 $21,175 $22,247 $23,373 $24,555 $25,798 $27,103 $28,475 $264,653 Total Operating Expenses 82.7%$2,528,598 $2,619,550 $2,740,979 $2,892,969 $3,045,724 $3,189,782 $3,337,806 $3,506,618 $3,684,053 $3,870,466 $4,066,312 $4,272,067 $4,488,234 $4,715,339 $4,953,935 $53,912,432 EBITDA 17.3%$542,950 $562,480 $588,553 $600,967 $632,768 $662,580 $693,308 $728,471 $765,331 $804,057 $844,742 $887,486 $932,393 $979,572 $1,029,138 $11,254,797 Amortization/Depreciation 1.5%-$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$65,105 -$976,568 Interest & Taxes (24%)24.0%-$130,308 -$134,995 -$141,253 -$144,232 -$151,864 -$159,019 -$166,394 -$174,833 -$183,679 -$192,974 -$202,738 -$212,997 -$223,774 -$235,097 -$246,993 -$2,701,151 NET PROFIT 11.6%$347,537 $362,380 $382,196 $391,630 $415,799 $438,456 $461,810 $488,533 $516,547 $545,979 $576,900 $609,385 $643,514 $679,370 $717,041 $7,577,078 Sales assumptions - Based on existing Hudson News airside performance, company internal benchmarks - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson Local C-203-R 1,100 $888 INPUTS Fresno International Airport Permitted Use Location Square Footage CapEx per Square Foot EPAX Forecast 1,180,884 1,199,373 1,230,362 1,265,798 1,306,529 1,341,456 1,376,177 1,417,462 1,459,986 1,503,786 1,548,899 1,595,366 1,643,227 1,692,524 1,743,300 Pro Forma Year 1 (2024)Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 TOTAL Gross Sales $1,346,278 $1,394,704 $1,459,355 $1,531,414 $1,612,306 $1,688,514 $1,766,863 $1,856,266 $1,950,193 $2,048,873 $2,152,546 $2,261,465 $2,375,895 $2,496,115 $2,622,418 $28,563,203 Operating Expenses Cost of Goods 33.1%$445,586 $461,614 $483,012 $506,862 $533,635 $558,858 $584,790 $614,380 $645,468 $678,128 $712,442 $748,491 $786,365 $826,155 $867,958 $9,453,742 Labor 28.6%$384,852 $398,695 $417,177 $437,776 $460,900 $482,685 $505,082 $530,639 $557,490 $585,699 $615,335 $646,471 $679,182 $713,549 $749,655 $8,165,188 Space Rent $40.00 $49,800 $52,290 $54,905 $57,650 $60,532 $63,559 $66,737 $70,074 $73,577 $77,256 $81,119 $85,175 $89,434 $93,905 $98,601 $1,074,612 Percentage Rent 10.0%$84,828 $87,180 $91,031 $95,492 $100,698 $105,293 $109,950 $115,553 $121,442 $127,631 $134,136 $140,972 $148,156 $155,706 $163,641 $1,781,708 Other Direct Expenses 6.8%$91,051 $94,326 $98,699 $103,572 $109,043 $114,197 $119,496 $125,543 $131,895 $138,569 $145,580 $152,947 $160,686 $168,817 $177,359 $1,931,780 G&A 5.8%$78,084 $80,893 $84,643 $88,822 $93,514 $97,934 $102,478 $107,663 $113,111 $118,835 $124,848 $131,165 $137,802 $144,775 $152,100 $1,656,666 Royalties 4.2%$56,530 $58,563 $61,278 $64,303 $67,700 $70,900 $74,190 $77,944 $81,888 $86,031 $90,385 $94,958 $99,763 $104,811 $110,114 $1,199,358 Utilities 0.5%$6,940 $7,190 $7,523 $7,894 $8,311 $8,704 $9,108 $9,569 $10,053 $10,562 $11,096 $11,658 $12,248 $12,867 $13,519 $147,243 Marketing 0.0%$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Refurbishment 0.0%$0 $0 $0 $7,297 $7,657 $8,062 $8,443 $8,834 $9,281 $9,751 $10,244 $10,763 $11,307 $11,879 $12,481 $115,999 Total Operating Expenses 89.4%$1,197,672 $1,240,751 $1,298,266 $1,369,668 $1,441,991 $1,510,192 $1,580,273 $1,660,199 $1,744,205 $1,832,462 $1,925,185 $2,022,599 $2,124,942 $2,232,465 $2,345,427 $25,526,296 EBITDA 10.6%$148,607 $153,952 $161,089 $161,746 $170,315 $178,323 $186,590 $196,067 $205,988 $216,411 $227,361 $238,866 $250,952 $263,650 $276,991 $3,036,907 Amortization/Depreciation 3.5%-$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$66,903 -$1,003,541 Interest & Taxes (24%)24.0%-$35,666 -$36,949 -$38,661 -$38,819 -$40,876 -$42,797 -$44,782 -$47,056 -$49,437 -$51,939 -$54,567 -$57,328 -$60,229 -$63,276 -$66,478 -$728,858 NET PROFIT 4.6%$46,039 $50,101 $55,525 $56,024 $62,537 $68,622 $74,906 $82,108 $89,648 $97,569 $105,892 $114,635 $123,821 $133,472 $143,611 $1,304,509 Sales assumptions - Based on existing Hudson News landside performance, estimation for coffee service capacity and an synergy sales uplift for the hybrid Retail + F&B location - Resulting SPE (spend per enplanement) applied to the provided PAX forecast NB: Depreciation formula corrected to 1/15th of CAPEX per year (was 1/12th in the template) Hudson + Café T-105 1,245 $806 INPUTS FORM 5 – UNIT CONCESSION AGREEMENT AND SCHEDULE Page 4 of Proposer’s Name_________________ (Submit with Proposal) FORM 13: ANTICIPATED MINIMUM CAPITAL INVESTMENT PROPOSAL (Continued) FOOD & BEVERAGE CONCESSIONS AND NEWS & GIFT CONCESSIONS AT FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL FOR CITY OF FRESNO, AIRPORTS DEPARTMENT REQUEST FOR PROPOSALS NO. 12300507 SCHEDULE 2: PROPOSAL SHEET FOR INITIAL CAPITAL INVESTMENT PER NEWS & GIFT CONCESSION UNIT SCHEDULE NO. 2 – FAT: Initial Capital Investment (Dollar Amount) per News & Gift Concession Unit. (Be Advised, there is also a Mid-Term Refurbishment Requirement for Each News & Gift Concession Unit. The Refurbishment Requirement (not less than ½ of 1% of each Unit’s Total Gross Sales) will begin at the start of Year 4 (2026) for those Units located in the Terminal Building and Concourse A and at the start of Year 5 (2027) for those Units located in Concourse B, and continue through each subsequent year, including Option Years.) Concession Location (Concourse, Space #, Sq.Ft.)* Merchandising Plan Minimum Opening Year Initial Capital Investment (Dollar Amount) Terminal (Pre-Security); Space T-105 (1,245sq.ft.) Combination News & Convenience and National Branded Coffee 2023 $ Concourse A; Space C-135 (1,008sq.ft.) News & Convenience 2023 $ Concourse A; Space POD (1,470sq.ft.) N&C ONLY News & Convenience 2023 $ Total Initial Capital Investment (Dollar Amount) For All News & Convenience Units $ FAT Total Schedule No. 2 is $______________________________________ dollars and _________________________ cents. The Proposer shall submit proposals on Schedule 1 or Schedule 2, or may bid on both schedules. The City reserves the right to award a contract for the Schedule 1 or 2 or both, as listed in the order shown in the bid proposal, subject to available funds at the time of award, whichever the City deems to be in its own best interest. Completion of Bid Proposal Form to be Eligible for Award. Proposers must bid all items within the schedules. The Proposer is non-responsive and ineligible for award in the event Proposer fails to initial this paragraph on the line provided and completely fill in the Proposal Form including, without limitation, all dollar amounts, and information called for on this Proposal Form. By Proposer’s initials to the right hereof, Proposer represents he/she has read and understands the consequences of not completely filling in this Proposal Form. Initial The City reserves the right to reject any and all proposals. HG Fresno Concessionaires JV 1,003,541 826,135 976,568 2,806,244 two million eigth hundred and six thousand two hundred forty four -- FOOD & BEVERAGE CONCESSIONS AND NEWS & CONVENIENCE CONCESSIONS FRESNO YOSEMITE INTERNATIONAL AIRPORT TERMINAL PROPOSED CAPITAL INVESTMENT SOURCE(S) OF FUNDS HG Fresno Concessionaires JV, a Joint Venture (“JV”) between Hudson (HG) Retail, LLC with 87% ownership and Martinez-Niebla, LLC with 13% ownership will invest approximately $2.8 million. $100,000 of that investment will be funded from internal cash flows from the JV partners, proportional to ownership percentage. The remaining portion of the capital investment will be financed by the JV. If 3rd party financing is unavailable for whatever reason, Hudson shall act as lender of last resort EXHIBIT L Airport Sponsor Assurances 5/2022 Page 1 of 19 FAA Airports ASSURANCES AIRPORT SPONSORS A. General. 1. These assurances shall be complied with in the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsors and private sponsors. 3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement. B. Duration and Applicability. 1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor. The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances. 2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor. The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project. 3. Airport Planning Undertaken by a Sponsor. Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and Airport Sponsor Assurances 5/2022 Page 2 of 19 assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: 1. General Federal Requirements It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following: FEDERAL LEGISLATION a. 49 U.S.C. subtitle VII, as amended. b. Davis-Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act – 29 U.S.C. § 201, et seq. d. Hatch Act – 5 U.S.C. § 1501, et seq.2 e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.1, 2 f. National Historic Preservation Act of 1966 – Section 106 – 54 U.S.C. § 306108.1 g. Archeological and Historic Preservation Act of 1974 – 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act – 25 U.S.C. § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended – 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended – 16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 – Section 102(a) - 42 U.S.C. § 4012a.1 l. 49 U.S.C. § 303, (formerly known as Section 4(f)). m. Rehabilitation Act of 1973 – 29 U.S.C. § 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 – 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended – 42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 – Section 403 – 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act – 40 U.S.C. § 3701, et seq.1 u. Copeland Anti-kickback Act – 18 U.S.C. § 874.1 Airport Sponsor Assurances 5/2022 Page 3 of 19 v. National Environmental Policy Act of 1969 – 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended – 16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 – 31 U.S.C. § 7501, et seq.2 y. Drug-Free Workplace Act of 1988 – 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252). aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX. EXECUTIVE ORDERS a. Executive Order 11246 – Equal Employment Opportunity1 b. Executive Order 11990 – Protection of Wetlands c. Executive Order 11998 – Flood Plain Management d. Executive Order 12372 – Intergovernmental Review of Federal Programs e. Executive Order 12699 – Seismic Safety of Federal and Federally Assisted New Building Construction1 f. Executive Order 12898 – Environmental Justice g. Executive Order 13166 – Improving Access to Services for Persons with Limited English Proficiency h. Executive Order 13985 – Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government i. Executive Order 13988 – Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation j. Executive Order 14005 – Ensuring the Future is Made in all of America by All of America’s Workers k. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad FEDERAL REGULATIONS a. 2 CFR Part 180 – OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 4, 5 c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 – Investigative and Enforcement Procedures. e. 14 CFR Part 16 – Rules of Practice for Federally-Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 – Airport Noise Compatibility Planning. Airport Sponsor Assurances 5/2022 Page 4 of 19 g. 28 CFR Part 35 – Nondiscrimination on the Basis of Disability in State and Local Government Services. h. 28 CFR § 50.3 – U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964. i. 29 CFR Part 1 – Procedures for Predetermination of Wage Rates.1 j. 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.1 k. 29 CFR Part 5 – Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).1 l. 41 CFR Part 60 – Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally-assisted contracting requirements).1 m. 49 CFR Part 20 – New Restrictions on Lobbying. n. 49 CFR Part 21 – Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 – Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs.1, 2 q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. r. 49 CFR Part 27 – Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.1 s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 – Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance). v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 – Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles. x. 49 CFR Part 41 – Seismic Safety. FOOTNOTES TO ASSURANCE (C)(1) 1 These laws do not apply to airport planning sponsors. 2 These laws do not apply to private sponsors. 3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall Airport Sponsor Assurances 5/2022 Page 5 of 19 apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 5 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. SPECIFIC ASSURANCES Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this Grant Agreement. 2. Responsibility and Authority of the Sponsor. a. Public Agency Sponsor: It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. 3. Sponsor Fund Availability. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control. 4. Good Title. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. 5. Preserving Rights and Powers. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere Airport Sponsor Assurances 5/2022 Page 6 of 19 with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances. f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith. g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. 6. Consistency with Local Plans. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Airport Sponsor Assurances 5/2022 Page 7 of 19 7. Consideration of Local Interest. It has given fair consideration to the interest of communities in or near where the project may be located. 8. Consultation with Users. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. 9. Public Hearings. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. 10. Metropolitan Planning Organization. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. 11. Pavement Preventive Maintenance-Management. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. 12. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. 13. Accounting System, Audit, and Record Keeping Requirements. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The Airport Sponsor Assurances 5/2022 Page 8 of 19 accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made. 14. Minimum Wage Rates. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 15. Veteran's Preference. It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. 16. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement. Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement. 17. Construction Inspection and Approval. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. Airport Sponsor Assurances 5/2022 Page 9 of 19 18. Planning Projects. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. 19. Operation and Maintenance. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, state, and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for: 1. Operating the airport's aeronautical facilities whenever required; 2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and 3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or Airport Sponsor Assurances 5/2022 Page 10 of 19 facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. 20. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. 21. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. 22. Economic Nondiscrimination. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to: 1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and 2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable Airport Sponsor Assurances 5/2022 Page 11 of 19 classifications such as tenants or non-tenants and signatory carriers and non-signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. 23. Exclusive Rights. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. 24. Fee and Rental Structure. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for Airport Sponsor Assurances 5/2022 Page 12 of 19 which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. 25. Airport Revenues. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: 1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. 2. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. 3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95. b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107. 26. Reports and Inspections. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the Airport Sponsor Assurances 5/2022 Page 13 of 19 public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: 1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and 2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property. 27. Use by Government Aircraft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that: a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. 28. Land for Federal Facilities. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. Airport Sponsor Assurances 5/2022 Page 14 of 19 29. Airport Layout Plan. a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing: 1. boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; 2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities; 3. the location of all existing and proposed non-aviation areas and of all existing improvements thereon; and 4. all proposed and existing access points used to taxi aircraft across the airport’s property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary: 1. eliminate such adverse effect in a manner approved by the Secretary; or 2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor. 30. Civil Rights. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant. Airport Sponsor Assurances 5/2022 Page 15 of 19 a. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances. b. Applicability 1. Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities. 2. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. 3. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: 1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source: “The ([Selection Criteria: Sponsor Name]), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award.” e. Required Contract Provisions. 1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally-assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations. Airport Sponsor Assurances 5/2022 Page 16 of 19 2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations. 3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. 4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. 31. Disposal of Land. a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development Airport Sponsor Assurances 5/2022 Page 17 of 19 project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117; 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self- sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. 32. Engineering and Design Services. If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U S.C., or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. 33. Foreign Market Restrictions. It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by Airport Sponsor Assurances 5/2022 Page 18 of 19 the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 34. Policies, Standards, and Specifications. It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (https://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of [Selection Criteria: Project Application Date]. 35. Relocation and Real Property Acquisition. a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. 36. Access By Intercity Buses. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. 37. Disadvantaged Business Enterprises. The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812). 38. Hangar Construction. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. Airport Sponsor Assurances 5/2022 Page 19 of 19 39. Competitive Access. a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that: 1. Describes the requests; 2. Provides an explanation as to why the requests could not be accommodated; and 3. Provides a time frame within which, if any, the airport will be able to accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1308 Agenda Date:9/28/2023 Agenda #: 1.-D. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, City Controller/Finance Director BY:COURTNEY ESPINOZA, Business Manager Finance Department, Grants Management Unit SUBJECT Actions pertaining to American Rescue Plan Act (ARPA) funding to Armenian Cultural Foundation (ACF) 1. Adopt a finding of Categorical Exemption pursuant to CEQA Guidelines Section 15301/Class 1 for proposed project pursuant to the California Environmental Quality Act (CEQA) 2. Approve an agreement with ACF allocating $150,000 in ARPA funding for capital improvement of the Garo and Alice Gurechian Armenian Cultural Center. RECOMMENDATION Staff recommends Council approve an agreement with ACF allocating $150,000 in ARPA funding to provide funding for capital improvements to the Garo and Alice Gurechian Armenian Cultural Center, adopt a CEQA exemption, and authorize the City Manager to execute agreements, amendments, and modifications pertaining to this grant program. EXECUTIVE SUMMARY Staff recommends Council approve an agreement with ACF allocating $150,000 in ARPA funding for capital improvements to the Garo and Alice Gurechian Armenian Cultural Center that was previously approved by Council through the budget process on June 22, 2023. As a beneficiary of ARPA funding, ACF will complete much needed improvements to the facilities, grounds, and security systems on site in order to provide a safe and secure environment for all to enjoy. BACKGROUND In 2021, the City of Fresno was awarded American Rescue Plan Act funding in the amount of $170,808,029. Of this funding $150,000 was identified in a resolution passed by Council on June 22, 2023 to allocate to the ACF to make capital improvement to the Garo and Alice Gurechian Armenian Cultural Center site. Due to the COVID-19 pandemic, the ACF has been negatively impacted by decreased revenue from donations, financial insecurity, increased costs, limited capacity to weather financial hardship and/or challenges covering operating costs. With this funding, ACF will be able to renovate its entire kitchen with new stoves, ovens, and refrigeration along with installing two brand new HVAC units replacing inoperable and aging equipment. In order to ensure the safety of the youth, members of Sister Organizations, and the City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1308 Agenda Date:9/28/2023 Agenda #: 1.-D. equipment.In order to ensure the safety of the youth,members of Sister Organizations,and the community,ACF plans on adding additional safety measures such as a new wall along the alley and a new security system.Due to the age of the building,ACF will ensure all electrical wiring and plumbing are safe to operate by purchasing and installing new equipment. ENVIRONMENTAL FINDING This project is exempt under Section 15301/Class 1 (Existing Facilities)of the California Environmental Quality Act (CEQA) Guidelines. LOCAL PREFERENCE This organization has been previously approved by Council. FISCAL IMPACT This program will be funded through American Rescue Plan Act funding and will not impact the general fund. Attachments: ARPA CBO Agreement with Armenian Cultural Foundation Armenian Cultural Foundation Cat Exempt - CEQA City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ Page 1 of 18 GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND ARMENIAN CULTURAL FOUNDATION REGARDING FUNDING UNDER THE AMERICAN RESCUE PLAN ACT FOR THE GARO AND ALICE GUREGHIAN ARMENIAN CULTURAL CENTER THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective upon execution by both parties (the Effective Date), by and between the CITY OF FRESNO (the CITY), and ARMENIAN CULTURAL FOUNDATION (GRANTEE), to provide funding for the GARO AND ALICE GUREGHIAN ARMENIAN CULTURAL CENTER. RECITALS WHEREAS, there is an increased need for renovation of the building, replacement of outdated and/or inoperable equipment, and upgraded security systems; and WHEREAS, the City desires to provide funds to assist GRANTEE in providing funding for kitchen renovations, new security system, new HVAC systems and other general repairs; and WHEREAS, GRANTEE represents it desires to and is professionally and legally capable of immediately providing these services for City of Fresno residents; and WHEREAS, GRANTEE acknowledges that grant funds being provided under this Agreement will be derived from the City’s allocation under the American Rescue Plan Act (Pub.L. 117-2) (hereinafter “ARPA”), and is subject to any constraints set forth therein including but not limited to, the Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) Final Rule (31 CFR Part 35); and WHEREAS, this Agreement will be administered for the City by its City Manager or its designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. GRANTEE 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. Grant Amount. City shall provide GRANTEE the amount of $150,000.00 for the services described in Exhibit A. One-half of the grant amount shall be distributed once the contract is fully executed, with the other half being distributed after successful completion of a performance review. 3. Term of Agreement and Time for Performance. This Agreement shall be effective from the Effective Date through 1 year, subject to earlier termination in accordance with this Agreement. The services as described in Exhibit A are to commence upon the Effective Date and shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 2 of 18 4. Amendment to Increase or Decrease Scope of Services: 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 may include an adjustment to GRANTEE’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. GRANTEE shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 5. Termination, Remedies and Force Majeure. (a) This Agreement shall terminate without any liability of the City or to GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against GRANTEE; (ii) seven calendar days prior written notice with or without cause by the City to GRANTEE; (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, GRANTEE 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 GRANTEE that are owned by the City. Subject to the terms of this Agreement, GRANTEE shall be paid compensation for services satisfactorily performed prior to the effective date of termination. GRANTEE 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 GRANTEE 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 GRANTEE, 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 GRANTEE, 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) GRANTEE shall provide the City with adequate written assurances of future performance, upon the Administrator’s request, in the event GRANTEE fails to comply with any terms or conditions of this Agreement. (f) GRANTEE shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of GRANTEE and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 3 of 18 contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. GRANTEE shall notify the City 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 the Administrator of the cessation of such occurrence. 6. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by GRANTEE pursuant to this Agreement shall not be made available to any individual or organization by GRANTEE without the prior written approval of the City. During the term of this Agreement, and thereafter, GRANTEE 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, 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 writings and documents prepared or provided by GRANTEE pursuant to this Agreement, including without limitation grant applications and supporting documents, 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. Copies of grant applications and supporting documents shall be promptly provided to City during the term of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 6. (d) This Section 6 shall survive expiration or termination of this Agreement. 7. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as GRANTEE represents to the City that GRANTEE 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 GRANTEE and any subcontractors to do and perform such services in a skillful manner and the GRANTEE 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 GRANTEE or any subcontractors from said professional standards. 8. Indemnification. To the furthest extent allowed by law, GRANTEE 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 DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 4 of 18 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 GRANTEE, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE 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. Notwithstanding the aforementioned, GRANTEE recognizes that the source of funds for the grant to be provided hereunder is the City’s allocation from the ARPA. To this end GRANTEE shall, without limitation, indemnify the City, and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages incurred by the City 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 from the negligent or intentional acts or omissions, or willful misconduct of GRANTEE or any of its officers, officials, employees, agents, or volunteers in the performance of this Agreement and compliance with ARPA. This section shall survive termination or expiration of this Agreement. 9. Insurance. GRANTEE shall comply with all of the insurance requirements in Exhibit B to this Agreement. 10. Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, GRANTEE 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, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) GRANTEE shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE 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, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 5 of 18 is employed by the 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) GRANTEE 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 GRANTEE, nor any of GRANTEE 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. GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, GRANTEE shall remain responsible for complying with Section 10(b), above. (f) If GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 10 in each subcontract and require its subcontractors to comply therewith. (g) This Section 10 shall survive expiration or termination of this Agreement. 11. ARPA Compliance and Certification. GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements: GRANTEE shall provide the City with quarterly expenditure and performance reports, as defined in the Final Rule and Treasury Department’s SLFRF Compliance and Reporting Guidance (CRG). GRANTEE shall also provide an annual report as required under the CRG. These reports shall be in a form specified under the CRG and shall be accompanied by invoices and receipts that substantiate the figures on the expenditure report. Additionally, a certification signed by the Chief Executive or designee of GRANTEE certifying that the uses of the grant funds are consistent with those allowed under ARPA, shall be included with the expenditure report and substantiating documentation. As required by the 2 CFR Part 170, Appendix A award term regarding reporting subaward and executive compensation, recipients must also report the names and total compensation of their five most highly compensated executives and their subrecipients’ executives for the preceding completed fiscal year if (1) the recipient received 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 received $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 (2) if the information is not otherwise public. If the GRANTEE is already disclosing this information as part of another agreement involving Federal monies, DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 6 of 18 GRANTEE shall provide documentation to the City that it is fulfilling this requirement. GRANTEE’s failure to provide a Certification, or provide either the quarterly or annual expenditure/performance reports may be considered a default of this Agreement under Section 5 of this agreement. If GRANTEE is found to have provided services to ineligible individual, households, or entities or made an ineligible expenditure, CITY shall have the right to reclaim a dollar amount from the GRANTEE that is equal to the amount determined to be ineligible. 12. 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 City Manager or designee. (b) The City is required under 2 CFR 200.332 to manage and monitor subrecipient compliance with ARPA guidance. Accordingly, GRANTEE agrees to permit City staff to conduct one performance review during the term of this agreement. City has the right to conduct additional performance reviews both during the term of this agreement and after the agreement’s term should the City believe these reviews are necessary. Records of GRANTEE 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. Records related to GRANTEE’s performance metrics shall be made available and retained for the same time periods as the Project’s expense data. GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA. If GRANTEE fails to provide City staff access or documentation necessary to conduct a City-requested performance review, City may terminate this Agreement in accordance with Section 5. In addition, all books, documents, papers, and records of GRANTEE 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 GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 12(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, GRANTEE shall have provided evidence to the City that GRANTEE is licensed to perform the services called for by this Agreement (or that no license is required). If GRANTEE should subcontract all or any portion of the work or services to be performed under this Agreement, GRANTEE 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. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 7 of 18 (d) Prior to execution of this Agreement by the City, GRANTEE will permit City staff to conduct a subrecipient risk assessment, as required under the Uniform Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk assessment may result in the City terminating this Agreement in accordance with Section 5. Additionally, the GRANTEE’s failure to be certified by City staff at the end of the risk assessment as having adequate internal controls to manage the funding provided in this agreement may result in the City terminating this Agreement in accordance with Section 5. 13. Nondiscrimination. To the extent required by controlling federal, state, and local law, GRANTEE 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, GRANTEE agrees as follows: (a) GRANTEE 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) GRANTEE 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. GRANTEE 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 GRANTEE’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. GRANTEE agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) GRANTEE will, in all solicitations or advertisements for employees placed by or on behalf of GRANTEE 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) GRANTEE will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 8 of 18 notice advising such labor union or workers' representatives of the GRANTEE’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 13. 14. Independent Contractor. (a) In the furnishing of the services provided for herein, GRANTEE is acting solely as an independent contractor. Neither GRANTEE, 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 GRANTEE shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that GRANTEE is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between GRANTEE and the City. GRANTEE shall have no authority to bind the City absent the City's express written consent. Except to the extent otherwise provided in this Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, GRANTEE and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. GRANTEE 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, GRANTEE shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of GRANTEE’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’s 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, GRANTEE may be providing services to others unrelated to the City or to this Agreement. 15. 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. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 9 of 18 16. Binding. 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. 17. Assignment. (a) This Agreement is personal to GRANTEE and there shall be no assignment by GRANTEE of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by GRANTEE, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) GRANTEE hereby agrees not to assign the payment of any monies due GRANTEE 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 GRANTEE directly to the GRANTEE. 18. Compliance With Law. In providing the services required under this Agreement, GRANTEE shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the State of California and the City, and all other 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. In addition, GRANTOR elects to receive funds from the Secretary under ARPA and will use the funds in a manner consistent with such section. 19. 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. 20. 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. 21. 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. 22. 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. 23. 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. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 10 of 18 24. 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. 25. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 26. 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. 27. 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. 28. 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. 29. 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 GRANTEE. [SIGNATURES FOLLOW ON NEXT PAGE] DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 11 of 18 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Georgeanne A. White Date City Manager, City of Fresno APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Taylor W. Rhoan Date Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy ARMENIAN CULTURAL FOUNDATION, a California nonprofit corporation By: Name: Raffy Chekerdemian Title: Chairman (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Sevag Jierian Title: Treasurer (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Addresses: CITY: City of Fresno - GMU Attention: Courtney Espinoza Business Manager 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-7008 FAX: (559) 457-1541 ARMENIAN CULTURAL FOUNDATION Attention: Raffy Chekerdemian Fresno, CA 93721 Phone: (559) 269-9754 Attachments: 1. Exhibit A - Scope of Work, Budget and Metrics 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 8/28/2023 8/28/2023 8/28/2023 Page 12 of 18 EXHIBIT A Scope of Work, Budget and Metrics Executive Summary The purpose for this request is to upgrade our Cultural Center as well as add new energy efficient equipment. Our building has been our home for 40 years, however, the building itself, is much older than that. Besides new equipment, the Armenian Cultural Foundation (ACF) felt that it was also necessary to upgrade our electrical wiring and plumbing for safety and efficiency purposes. Services Description With this funding, the ACF will be able to renovate its entire kitchen with new stoves, ovens, and refrigeration. Also, we will be able to install two brand new HVAC units replacing An inoperable unit and one that is roughly 20 years old. In order to ensure the safety of our youth, members of our Sister Organizations, and community members, the ACF plans on adding additional safety measures such as a new wall along the alley and a new security system. Finally, due to the age of the building, the ACF will ensure all electrical wiring and plumbing are safe to operate by purchasing and installing new equipment. Goals and Objectives The goals and objectives for this project are to provide opportunities for various organization to host additional community events at our location and expand resources offered to the community. For example, some of our Organizations host Thanksgiving Luncheons, Christmas Luncheons, a New Years Eve Gala, and many more events. Additionally, our youth organizations have weekly meetings and activities at our facility. Advisors will prepare lunch for our kids and even dinner if activities expand into the evening hours. In order to ensure a high level of safety for all activities and events held at our site, we will be adding an alarm and camera system for security purposes. Finally, this funding will help the ACF tremendously by being able to execute much needed upgrades to our building and in turn, not place a burden of debt to our youth who will one day be the leaders of our Community. Budget Narrative: DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 13 of 18 Budget: Metrics: • Utilize all funding for capitol improvements on the facility described above. • All expenses must be documented in a separate account, not comingled with other funding sources • All expenses will be made in accordance to the organization’s procurement policy and within the outlined description above • Back-up documentation for all expenses will be provided to the City of Fresno and successful completion of subrecipient monitoring at the end of the project. Organization Name:ARMENIAN CULTURAL FOUNDATION Expenditure Category:AID TO NON-PROFIT ORGANIZATIONS Service Type Description Time Period Cost Breakdown Cost UPGRADE KITCHEN APPLIANCES / CHAIRS FOR THE HALL Throughout the Program 1 @ $53,000.00 $53,000.00 UPGRADE HVAC UNITS / NEW THERMOSTATS Throughout the Program 1 @ $14,000.00 $14,000.00 SECURITY UPGRADED SECURITY SYSTEM Throughout the Program 1 @ $6,000.00 $6,000.00 UPGRADE NEW WALK-IN REFRIGERATOR Throughout the Program 1 @ $27,000.00 $27,000.00 SECURITY CONSTRUCTION OF NEW ALLEY WALL Throughout the Program 1 @ $39,000.00 $39,000.00 UPGRADE PLUMBING Throughout the Program 1 @ 5,000.00 $5,000.00 UPGRADE ELECTRICAL WORK Throughout the Program 1 @ $6,000.00 $6,000.00 Capital Improvements Total:$150,000.00 Total Grant Amount:$150,000.00 (pick from list of expenditure categories tab) Cost Category: Capital Improvements ARPA for Community Based Organizations Cost Category: Personnel Costs (not associated with Administrative expenses) Budget Narrative Organization Name:ARMENIAN CULTURAL FOUNDATION Expenditure Category:2.10 AID TO NON-PROFIT ORGANIZATIONS (pick from list of expenditure categories tab) CALCULATED TOTAL: $ 150,000.00 $ - $ 150,000.00 COST CATEGORY COST DESCRIPTION COST PER UNIT/HRS ($)UNITS TOTAL REQUESTED GRANT FUNDS TOTAL LEVERAGE TOTAL PROJECT COST CAPITOL IMPROVEMENT NEW KITCHEN APPLIANCES / CHAIRS FOR HALL $53,000.00 1 53,000.00 - 53,000.00 CAPITOL IMPROVEMENT HVAC UNITS / NEW THERMOSTATS $14,000.00 1 14,000.00 - 14,000.00 CAPITOL IMPROVEMENT UPGRADED SECURITY SYSTEM $6,000.00 1 6,000.00 - 6,000.00 CAPITOL IMPROVEMENT NEW WALK-IN REFRIGERATOR $27,000.00 1 27,000.00 - 27,000.00 CAPITOL IMPROVEMENT CONSTRUCTION OF NEW ALLEY WALL $39,000.00 1 39,000.00 - 39,000.00 CAPITOL IMPROVEMENT PLUMBING $5,000.00 1 5,000.00 - 5,000.00 CAPITOL IMPROVEMENT ELECTRICAL WORK $6,000.00 1 6,000.00 - 6,000.00 BUDGET ARPA for Community Based Organizations DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 14 of 18 EXHIBIT B Insurance Requirements (a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or designee at any time and in his/her sole discretion. If the GRANTEE is self-insured, the following requirements will outline the responsibility of the self-insured coverage. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY and STATE and each of their 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, GRANTEE fails 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 GRANTEE shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by GRANTEE 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 GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE, vendors, suppliers, invitees, consultants, medical professionals, subcontractors, consultants, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 15 of 18 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 GRANTEE’S profession. MINIMUM LIMITS OF INSURANCE GRANTEE shall procure and maintain for the duration of the contract insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY and STATE and each of their officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits. 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 : (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 16 of 18 UMBRELLA OR EXCESS INSURANCE In the event GRANTEE 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 and STATE and each of their officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS GRANTEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and GRANTEE shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the CITY’S Risk Manager or designee. At the option of the CITY’S Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such self-insured retentions as respects CITY and STATE or any of their officers, officials, employees, agents and volunteers; or (ii) GRANTEE shall provide a financial guarantee, satisfactory to CITY’S Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days’ written notice has been given to CITY, except ten days for nonpayment of premium. GRANTEE 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, GRANTEE 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, GRANTEE 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. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name CITY and STATE and each of their officers, officials, agents, employees and volunteers as an additional insured. GRANTEE shall establish additional insured status for the CITY and STATE for all DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 17 of 18 ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company endorsements providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that the GRANTEE’S insurance shall be primary to and require no contribution from the CITY or STATE. The Commercial General Liability policy is required to include primary and non-contributory coverage in favor of the CITY and STATE for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to CITY and STATE and each of their officers, officials, employees, agents and volunteers. If GRANTEE maintains higher limits of liability than the minimums shown above, CITY and STATE requires and shall be entitled to coverage for the higher limits of liability maintained by GRANTEE. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vi) For any claims related to this Agreement, GRANTEE’S insurance coverage shall be primary insurance with respect to the CITY and STATE and each of their officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the CITY and STATE and each of their officers, officials, agents, employees and volunteers shall be excess of the GRANTEE’S insurance and shall not contribute with it. (vii) The Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers. (viii) The Commercial General and Automobile Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers. If the Professional Liability (Abuse & Molestation) 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 GRANTEE. 2. 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. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 Page 18 of 18 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 GRANTEE, GRANTEE 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. 4. A copy of the claims reporting requirements must be submitted to CITY for review. 5. These requirements shall survive expiration or termination of the Agreement. PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received by CITY’s Risk Manager within a reasonable time after execution of this agreement. All non- ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, GRANTEE shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of GRANTEE shall also be required to provide all documents noted herein. SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be performed under this Agreement, GRANTEE shall be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry and shall indemnify CITY and STATE if failure to comply with this provision results in damages to the CITY or the GRANTEE. DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST 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 RAFFY CHEKERDEMIAN (Name) ARMENIAN CULTURAL FOUNDATION (Company) 2348 VENTURA ST. (Address) Additional page(s) attached. FRESNO, CA 93721 (City, State Zip) DocuSign Envelope ID: F0C516E7-81C2-409D-B6BB-1F170E478B56 8/28/2023 CITY OF FRESNO CATEGORICAL EXEMPTION ENVIRONMENTAL ASSESSMENT FOR THE GARO AND ALICE GUREGHIAN ARMENIAN CULTURAL CENTER THE PROJECT DESCRIBED HEREIN IS DETERMINED TO BE CATEGORICALLY EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. APPLICANT: Courtney Espinoza City of Fresno – Grants Management Unit 2600 Fresno Street Fresno, CA 93721 PROJECT LOCATION: 2348 Ventura Street; Located on the south side of Ventura Street between “M” and “N” Streets (APN: 468-222-01) PROJECT DESCRIPTION: The Environmental Assessment was filed by Courtney Espinoza of the City of Fresno – Grants Management Unit and pertains to 0.45 acres of property. The project proposes to install upgrades to the existing Armenian Cultural Center, including, but not limited to, new HVAC units, kitchen appliances, electrical wiring, and plumbing. This project is exempt under Section 15301/Class 1 of the California Environmental Quality Act (CEQA) Guidelines as follows: Under Section 15301/Class 1, the proposed project is exempt from CEQA requirements when the project consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The key consideration is whether the project involves negligible or no expansion of use. The proposed project will install new mechanical equipment and repair electrical and plumbing systems within the existing Armenian Cultural Center. A block wall for security purposes will also be constructed adjacent to the abutting alley. No expansion of the existing structure or use is proposed. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to the project. Furthermore, the proposed project is not expected to have a significant effect on the environment. A categorical exemption, as noted above, has been prepared for the project and the area is not environmentally sensitive. /// /// Date: September 8, 2023 Prepared By: Chris Lang, Supervising Planner Submitted by: Chris Lang Supervising Planner City of Fresno Planning & Development Department (559) 621-8023 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1389 Agenda Date:9/28/2023 Agenda #: 1.-E. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, City Controller/Finance Director SUBJECT Actions pertaining to an agreement with Price Paige & Company, Certified Public Accountants, LLP for professional consulting services to support completion of monthly bank reconciliations for the 2022/23 fiscal year: 1. Affirm the City Manager’s determination that Price Paige & Company, Certified Public Acountants, LLP is uniquely qualified to provide services to assist with monthly bank reconciliations. 2. Approve an agreement with Price Paige & Company, Certified Public Accountants, LLP in an amount not to exceed $120,000 to provide assistance and consulting services to complete bank reconciliations for the 2022/23 fiscal year. RECOMMENDATION Staff recommends Council affirm the City Manager’s determination that Price Paige & Company Certified Public Accountants, LLP is uniquely qualified to provide support and consulting services to assist with monthly bank reconciliation completion for the 2022/23 fiscal year; and approve a consulting agreement in the amount not to exceed $120,000 for their services. EXECUTIVE SUMMARY The Finance department is seeking services to support and assist with bank reconciliation tasks needed to finalize close- out for the 2022/23 fiscal year. Due to the limitations of the currently developed Tyler-Munis financial system and its ability to complete the bank reconciliation process, the City is in need of assistance to complete these tasks. Staff recommends approval of the consulting agreement with Price Paige & Company, Certified Public Accountants, LLP in an amount not to exceed $120,000 to provide the guidance and assistance needed to complete these tasks. BACKGROUND Beginning with the 2022/23 fiscal year, the City of Fresno transitioned to a new financial system with Tyler-Munis. The Tyler-Munis system was to include capabilities to process monthly bank reconciliation tasks needed. These tasks are critical to ensure accuracy and integrity of financial statements. Due to the limitations of Tyler-Munis’ currently developed system structure, the City had to revert to other manual processes given that the bank reconciliation module has not been successfully integrated. Given this experience, staff is seeking alternative means to verify and complete reconciliation tasks needed to close out the 2022/23 fiscal year. Staff learned that other municipalities with similar experiences have enlisted the services of Price Paige & Company, Certified Public Accountants, LLP to assist with these tasks successfully. Their work will be critical in the completion of the 2022/23 fiscal year financial statements and will help staff to refine bank reconciliation processes for work going City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1389 Agenda Date:9/28/2023 Agenda #: 1.-E. the 2022/23 fiscal year financial statements and will help staff to refine bank reconciliation processes for work going forward. ENVIRONMENTAL FINDING By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378,these recommendations do not qualify as a “project” as defined by CEQA. LOCAL PREFERENCE This organization has been previously approved by Council. FISCAL IMPACT Sufficient funding is included in the FY 2024 Adopted Finance Budget. Attachments: Uniquely Qualified Memo Agreement with Price Paige & Company City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -1- AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES THIS AGREEMENT (Agreement) is made and entered into, effective on _______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and Price Paige & Company, Certified Public Accountants, LLP, a California limited liability company (Consultant). RECITALS WHEREAS, the City desires to obtain professional consulting and support services for bank reconicliation processes and procedures (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a fully integrated professional services 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, 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 Finance Director (Administrator) or designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. 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 (Effective Date) and shall continue in full force and effect through June 30, 2024, 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 Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. 3. Compensation. (a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall not exceed $120,000, paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit A. DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -2- (b) Detailed statements shall be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business. 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, DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -3- 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 Administrator’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 Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence. 5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by 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 Administrator. 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, 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 writings and 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. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (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 DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -4- 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, 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, litigation expenses, and costs 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 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 DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -5- 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. 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.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of 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. DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -6- (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, 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 unless fully disclosed to and approved by the City Manager, in advance and in writing. 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. Notwithstanding any approval given by the City Manager under this provision, the Consultant shall remain responsible for complying with Section 9(b), above. (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. DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -7- (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 (a) 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 Administrator 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 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 DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -8- 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, 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. DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -9- (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 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 DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -10- 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 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. DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -11- 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: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23 -12- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Georgeanne 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: Deputy Addresses: CITY: City of Fresno Attention: Santino Danisi, Finance Director/Controller 2600 Fresno Street Fresno, CA 93721 Phone: (559) 621-7006 E-mail: santino.danisi@fresno.gov Price Paige & Company, Certified Public Accountants, LLP, a California limited liability company 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: 119801 Name: Joshua Giosa Date of Issuance: 8/1/2013 Number: 8241__________________ Name: Price Paige and Company___ Date of Issuance: 2/9/2023________ CONSULTANT: Price Paige & Company, Certified Public Accountants, LLP Attention: Josh Giosa, CPA 570 N Magnolia Ave Suite 100 Clovis, CA 93611 Phone: (559) 299-2344 E-mail: josh@ppcpas.comAttachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form Joshua Giosa Partner DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F 9/21/2023 DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022) Page 1 of 2 EXHIBIT A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno (City) and Price Paige & Company, Certified Public Accountants, LLP (Consultant) Services will include the assistance in preparing the monthly bank reconciliations for the period spanning July 2022 - June 2023. The following will be provided at the conclusion of the project: - A copy of all reconciliations - Any unreconciled bank activity - Assistance in preparing any journal activity required to correct unreconciled bank activity - All workpapers or other documents used to complete the reconciliation process will be provided to City Staff DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022) Page 2 of 2 SCHEDULE OF FEES AND EXPENSES Anticipated fees for the project are estimated at $90,000 per the schedule summarized below and will not exceed $120,000, in the case where additional hours are needed to complete the project. Project Hours/Cost: Partner: 30 Estimated hours X $290/hr = $8,700 Senior: 245 Estimated hours X 180/hr = $44,100 Staff: 310 Estimated hours X 120/hr = $37,200 Total = $90,000* DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 Exhibit B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and Price Paige & Company, Certified Public Accountants, LLP (Consultant) 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 CONSULTANT’S profession. MINIMUM LIMITS OF INSURANCE 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 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; Page 1 of 5ALL-B Generic CSA Not to Exceed (12-2022) DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 (iii)$2,000,000 aggregate for products and completed operations; and, (iv)$2,000,000 general aggregate applying separately to the work performed under the Agreement. 2.COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3.WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits. 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 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 CONSULTANT shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and CONSULTANT shall also be responsible for payment of any self-insured retentions. Page 2 of 5ALL-B Generic CSA Not to Exceed (12-2022) DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1.CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. CONSULTANT shall establish additional insured status for the City under the General Liability policy for all ongoing and completed operations by use of endorsements providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13. 2.The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3.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 CONSULTANT’S insurance and shall not contribute with it. CONSULTANT shall establish primary and non-contributory status on the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that provides primary and non contributory status as broad as that contained in ISO Form CG 20 01 04 13. 4.The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: CONSULTANT and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers. 5.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. 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, CONSULTANT 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, CONSULTANT 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. 6.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. Page 3 of 5ALL-B Generic CSA Not to Exceed (12-2022) DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 7.The fact that insurance is obtained by CONSULTANT shall not be deemed to release or diminish the liability of 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 CONSULTANT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONSULTANT, its principals, officers, agents, employees, persons under the supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. CLAIMS-MADE POLICIES 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 CONSULTANT. 2.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. 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 CONSULTANT, CONSULTANT 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. 4.A copy of the claims reporting requirements must be submitted to CITY for review. 5.These requirements shall survive expiration or termination of the Agreement. VERIFICATION OF COVERAGE CONSULTANT 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, CONSULTANT shall immediately furnish City with a complete copy of any insurance policy required under this Page 4 of 5ALL-B Generic CSA Not to Exceed (12-2022) DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. SUBCONTRACTORS If CONSULTANT subcontracts any or all of the services to be performed under this Agreement, CONSULTANT 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, CONSULTANT shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and CONSULTANT shall ensure that CITY, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with CONSULTANT, and CITY, prior to commencement of any work by the subcontractor. Page 5 of 5ALL-B Generic CSA Not to Exceed (12-2022) DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST 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: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 Price Paige and Company N/A N/A 9/21/2023 Josh Giosa 570 N. Magnolia, Clovis, CA 93611 September 6, 2023 Mr. Santino Danisi, MBA City Controller/Finance Director City of Fresno, Room 2156 2600 Fresno St., Suite Fresno, CA 93721 Dear Mr. Danisi: This letter confirms the engagement of Price Paige & Company by the City of Fresno (the City) for the following professional services: We will assist the City with the preparation of its bank reconciliations for the months of July 2022 through June 2023. At the conclusion of our work, we will provide the City with a copy of all reconciliations, which will include any unreconciled bank activity. We will then work with City personnel to develop any journal entries necessary to correct unreconciled bank activity. After City personnel records the journal entries, we will review the City’s trial balance to ensure the journal entries were properly recorded and the correct cash balances are being reported. All workpapers or other documents used by us during this engagement will be maintained in segregated files, and such originals and all copies will be returned to you upon the completion of our engagement. Electronic Data Communication and Storage and Use of Third-Party Service Provider In the interest of facilitating our services to the City, we may communicate by facsimile transmission, send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third-party vendors’ secured portals or clouds. Electronic data that is confidential to the City may be transmitted or stored using these methods. We may use third-party service providers to store or transmit this data, such as providers of tax return preparation and document management software. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards. We also require all of our third-party vendors to do the same. You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors, and consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this engagement. Engagement Administration, Fees and Other We will schedule the engagement based in part on deadlines, working conditions, and the availability of your key personnel. We will plan the engagement based on the assumption that your personnel will cooperate and provide assistance by performing tasks such as preparing requested schedules, retrieving supporting documents, and preparing confirmations. If, for whatever reason, your personnel are unavailable to provide the necessary assistance in a timely manner, it may substantially increase the work we have to do to complete the engagement within the established deadlines, resulting in an increase in fees over our original fee estimate. It is our policy to keep records related to this engagement for a minimum of seven years after the report release date. ShareFile is used solely as a method of exchanging information and is not intended to store the City’s information. Upon completion of the engagement, data and other content will be removed from ShareFile in accordance with Price Paige & Company’s policy. DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 September 6, 2023 Page 2 2023 FRESCITY Our fee for the above consultation services will be within a range from a minimum of $90,000 to a maximum of $120,000 depending on the number of hours required to complete the service. Our fees are based on the expected hours required to perform the service at our standard hourly rates. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your consulting engagement. Our billing rates are reviewed annually and, where appropriate, adjusted for any increases due to inflation and other factors. We will issue a monthly billing statement for the work completed in that month. Payments for services are due when rendered and interim billings may be submitted as work progresses and expenses are incurred. Our fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the services listed. If significant time is necessary, we will discuss it with you before we incur additional costs. The fees for these services will be billed at the hourly billing rate for the individual involved, plus out-of-pocket expenses. If any dispute pertaining to our work product arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Rules for Professional Accounting and Related Services Disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties. All work will be suspended if your account becomes 90 days past due. No work will be resumed until your account is fully paid. You acknowledge and agree that in the event we stop work or withdraw from this engagement as a result of your failure to pay on a timely basis for services rendered as required by this engagement letter, we shall not be liable for any damages that occur as a result of our ceasing to render services. Client and accountant both agree that any dispute over fees charged by the accountant to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association. Such arbitration shall be binding and final. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION. If information becomes known that would make our continued involvement in this engagement inappropriate, or parties involved change, we reserve the right to withdraw from this engagement. In addition, we will refuse to perform any requested act that we deem a violation of law, public policy, or our professional ethical standards, and may, as a result, withdraw from the engagement without penalty. In no event will our firm be liable for incidental or consequential damages resulting from our performance on this engagement, even if we have been advised of the possibility of such damages. If these terms are in accordance with your understanding and meet with your approval, please return a signed copy via email or regular mail at your earliest convenience. This agreement will become effective when you return the signed copy to us. If the need for additional services arises, our agreement with you will need to be revised. It is customary for us to describe these revisions in an addendum to this letter. Sincerely, Josh Giosa, CPA Price Paige & Company - - - - - - - RESPONSE: This letter correctly sets forth the understanding of the City of Fresno, California. Management Signature Title Date DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7FDocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1331 Agenda Date:9/28/2023 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 Actions pertaining to the award of three Requirements Contracts for the purchase of radios, related equipment, and repairs with radio equipment manufacturers L3Harris Technologies, Inc., JVC Kenwood USA Corporation, and BK Technologies, Inc., for three years with two optional one-year extensions not-to-exceed the total aggregate amount of $1,500,000 per year plus annual CPI increases (Bid File 9675) RECOMMENDATION Staff recommends Council approve the award of three Requirements Contracts for the purchase of radios, related equipment, and repairs with radio equipment manufacturers L3Harris Technologies, Inc., JVC Kenwood USA Corporation, and BK Technologies, Inc., for three years with two optional one-year extensions not-to-exceed the total aggregate amount of $1,500,000 per year plus annual CPI increases. EXECUTIVE SUMMARY The General Services Department, Purchasing Division, is recommending cooperative purchase agreements (CPA) with three major radio equipment manufacturers L3Harris Technologies, JVC Kenwood, and BK Technologies. This will allow for the purchase of radios, related equipment, and repairs to be made through local distributors such as Cook’s Communications, J’s Communications, and Vincent Communications. These contracts will be authorized through a competitively solicited cooperative procurement process administered by the State of Washington in partnership with NASPO ValuePoint. BACKGROUND The General Services Department, Purchasing Division is responsible for administering the citywide agreement for radios, related equipment, and supplies. The supplies purchased through these contracts will be ordered and utilized by various City departments on an as-needed basis. Departments including the Fresno Fire Department, Fresno Police Department, Code Enforcement, Department of Public Utilities, Airports, and others throughout the City of Fresno purchase and utilize City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 09/28/2023 MA/AP 6-0 LC ABSENT File #:ID 23-1331 Agenda Date:9/28/2023 Agenda #:1.-F. Department of Public Utilities,Airports,and others throughout the City of Fresno purchase and utilize radios daily for communication and safety purposes.The Fleet Management Division purchases radios and related equipment to install in City vehicles.The cooperative purchase agreements with L3Harris Technologies,JVC Kenwood,and BK Technologies allow purchases of radios,related equipment,and repairs to be made through local distributors.Radio equipment distributors within the city of Fresno will be utilized to make purchases using the three cooperative agreements. Utilizing cooperative contracts were determined to be the most cost-effective and overall best value for obtaining radios,related equipment,and repairs.The various local distributors within the City of Fresno provide benefits to the City in terms of both employment and tax revenue. The Purchasing Division has approved this contract and recommends Council approval. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378, the award of this contract does not qualify as a “project” as defined by CEQA. LOCAL PREFERENCE Local preference is not applicable.The City is not issuing a request for proposals for these cooperative purchase agreements;however,the local distributors maintain stores within the City of Fresno. FISCAL IMPACT The funding has been included in each departments’line-item budget as part of the FY2024 adopted budget to cover the cost of radios, related equipment, and supplies. Attachments: L3Harris Technologies, Inc. CPA L3Harris Technologies, Inc. Contract JVC Kenwood USA Corporation CPA JVC Kenwood USA Corporation Contract BK Technologies, Inc. CPA BK Technologies, Inc. Contract Original Request for Proposals Proposal Evaluation Review City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ GSD-S Formal Cooperative Purchase Agreement (06-2023) -1- FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into effective by and between CITY OF FRESNO, a California municipal corporation (City), and L3Harris Technologies, Inc., a Delaware Corporation (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, equipment, and public work of improvement. The City is allowed to piggyback an existing government agency’s agreement, under Fresno City Charter 1208. The parties agree the Vendor was the lowest responsive and responsible bidder for Invitation for Bid (IFB) issued by NASPO ValuePoint Contract No. 00318 . 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 L3Harris Technologies, Inc. (Original Government Contract). 2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein. 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Melissa Perales 2101 G Street, Bldg A Fresno, Ca 93706 Phone: (559) 621-1332 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 GSD-S Formal Cooperative Purchase Agreement (06-2023) -2- laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and 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.] GSD-S Formal Cooperative Purchase Agreement (06-2023) -3- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Melissa Perales Purchasing Manager General Services Department No signature of City Attorney required. Standard Document #GSD-S Formal Cooperative Purchase Agreement (06-2023) has been used without modification, as certified by the undersigned. By: Tamra Torrence Senior Procurement Specialist ATTEST: TODD STERMER, CMC City Clerk By: Date L3Harris Technologies, Inc., a Delaware Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Deputy Addresses: CITY City of Fresno Attention: Melissa Perales 2101 G Street, Bldg A Fresno, Ca. 93706 Phone: (559) 621-1332 E-mail: Melissa.Perales@fresno.gov Vendor: L3Harris Technologies, Inc. Attention: Marilyn Brannan 221 Jefferson Ridge Pkwy Lynchburg, VA 24501 Phone: (434) 385-2866 E-mail: Marilyn.brannan@L3Harris.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, AND SERVICES SOLUTIONS For Use by Eligible Purchasing Entity By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and L3HARRIS TECHNOLOGIES, INC. Dated September 1, 2021 COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 1 (Rev. 2020-03-11) COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, AND SERVICES SOLUTIONS FOR SUB-CATEGORY 1.1 RADIO SINGLE-BAND PORTABLE RADIO (P25) SUB-CATEGORY 1.2 RADIO SINGLE-BAND MOBILE RADIO (P25) SUB-CATEGORY 1.4 RADIO MULTI-BAND PORTABLE RADIO (P25) SUB-CATEGORY 1.6 RADIO MULTI-BAND DESKTOP RADIO (P25) SUB-CATEGORY 1.7 RADIO BASE STATION/REPEATER (P25) CATEGORY 4 DISPATCH CONSOLES COMPLETE TURNKEY RADIO SOLUTION This Cooperative Purchasing Master Agreement (“Cooperative Purchasing Master Agreement”) is made and entered into by and between Enterprise Services acting by and through the State of Washington (“Enterprise Services”) and L3Harris Technologies, Inc., an Delaware corporation (“Contractor”) and is dated and effective as of September 1, 2021. R E C I T A L S A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish Cooperative Purchasing Master Agreements for goods and services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services to make these Cooperative Purchasing Master Agreements available, pursuant to agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agency or entity, public benefit nonprofit organizations, or any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services. See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO). The NASPO ValuePoint purchasing cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not award contracts; rather, it assists states, for an administrative fee, in their collaboration pertaining to solicitations and the resulting master agreements. D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the ‘lead state’ to conduct a competitive procurement in compliance with that state’s procurement laws and award a cooperative purchasing master agreement with a contractor for the specified goods or services. States (including the District of Columbia and the organized territories of the United States), including the lead state, then may participate in that cooperative purchasing master agreement by executing a Participating COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 2 (Rev. 2020-03-11) Addendum. Until a Participating Addendum is executed by the applicable state (a ‘participating entity’), no agency or other eligible organization (a ‘purchasing entity’) may purchase pursuant to the cooperative purchasing master agreement. Under Washington law, at the time of solicitation, states may provide supplemental substantive terms and conditions to inform the competitive procurement. In addition, pursuant to their Participating Addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and reporting). Contractor, however, has no obligation to condition execution of a Participating Addendum on substantive terms and conditions that were not competitively procured. E. Enterprise Services, as part of a cooperative purchasing competitive governmental procurement, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 00318 dated November 16, 2020 regarding Public Safety Communications Products, Services and Solutions (“Public Safety Radio”). Sixteen (16) states indicated an intent to utilize the resulting Cooperative Purchasing Master Agreement. F. Enterprise Services and a stakeholder team consisting of representatives from Washington, California, Alaska, Oregon, Montana, Tennessee, Colorado and Nevada evaluated all responsive bids to the Competitive Solicitation and identified Contractor as an Apparent Successful Bidder for the Category identified above. G. Enterprise Services determined that entering into this Cooperative Purchasing Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Cooperative Purchasing Master Agreement is to enable Participating or Purchasing Entities to purchase Public Safety Radio products and services , in the awarded Category as set forth herein. A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Agreement begins September 1, 2021 and ends on December 31, 2026; provided, however that, the contract term shall be extended for twenty -four (24) months if, in Enterprise Services’ sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets the following performance metrics: ▪ Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating Addendums; and ▪ Administrative Fee Payments: Contractor provides timely and accurate Administrative Fee payments as detailed in this Master Agreement and Participating Addendums. Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to begin on September 1, 2021, Contractor shall provide implementation and transition support to Participating States who wish to utilize the Master Agreement, beginning upon the date such COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 3 (Rev. 2020-03-11) Participating State and Contractor executes a Participating Addendum. For the avoidance of doubt, no orders for products or services shall be made under this Agreement prior to September 1, 2021. 2. PARTICIPANTS AND SCOPE. This Cooperative Purchasing Master Agreement may be utilized under the following conditions: 2.1. PARTICIPATING ENTITIES. Contractor may not sell Public Safety Radio products and services under this Cooperative Purchasing Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The terms and conditions set forth in the Cooperative Purchasing Master Agreement are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented, or amended by a Participating Addendum; Provided, however, that no Participating Addendum shall operate to alter or modify any substantive terms of this Cooperative Purchasing Master Agreement which were solicited and procured pursuant to a competitive procurement. By way of illustration and not limitation, Participating Entities may include unique administrative, delivery, and invoicing requirements, as well as entity-specific confidentiality requirements and similar entity- specific administrative requirements in purchase Orders utilizing this Cooperative Purchasing Master Agreement. 2.2. PURCHASING ENTITIES. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order or other commitment document against the Cooperative Purchasing Master Agreement and becomes financially committed to the purchase. 2.3. PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitiv e or other process to determine which Cooperative Purchasing Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum as instructed by the Lead State to support documentation of participation and posting in appropriate databases. 2.4. PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Cooperative Purchasing Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Cooperative Purchasing Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity individually. 2.5. PARTICIPATING ADDENDUM APPROVAL. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to th e approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 4 (Rev. 2020-03-11) Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3. SCOPE – INCLUDED GOODS/SERVICES AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Cooperative Purchasing Master Agreement, Contractor is authorized to sell only those Public Safety Radio Products and Services in the category above posted on the NASPO ValuePoint website. Contractor shall not represent to any Participating or Purchasing Entity under this Cooperative Purchasing Master Agreement that Contractor has contractual authority to sell any Public Safety Radio Products beyond those approved and posted on the NASPO ValuePoint website. 3.2. MINIMUM WARRANTY FOR INCLUDED GOODS/SERVICES. Notwithstanding any provision to the contrary, Contractor agrees to and is providing a minimum warranty of no less than one (1) year for any goods/services included in this Cooperative Purchasing Master Agreement. Such minimum warranty begins when the goods/services are accepted by Purchasing Entity or as agreed by Purchasing Entity in its ordering documentation. Such minimum warranty includes all firmware and software updates within warranty period. P arts and related software will be free from defects in material and workmanship for one (1) year. If a product fails because of a defect in workmanship or materials within one (1) year from the date of acceptance by Purchasing Entity, manufacture shall repair or replace the product or part with a new product or part without charge to Purchasing Entity. 3.3. ADDITIONAL WARRANTY OPTIONS – See L3Harris Technologies Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available warranty options. 3.4. AVAILABLE SERVICES – See L3Harris Technologies Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available services. 3.5. ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services, acting as the lead state, reserves the right to modify the Public Safety Radio Products included in this Cooperative Purchasing Master Agreement; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this competitively procured Cooperative Purchasing Master Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the requirement for cooperative purchasing agreements to be subject to competitive procurement. 3.6. PRODUCT UPDATES. Upon approval, Contractor may update their products/pricelist on a semi- annual basis. Contractor must submit to the Lead Contract Administrator a revised product/pricelist highlighting changes and include an effective date of the change. At no time during the contract term shall products be deleted from the products/pricelist. Discontinued products/services must be struck-through and highlighted for ease of review process. Product/pricelist updates must be submitted for review and approval to the Lead Contract Administrator thirty (30) days prior to the effective date of the change. All products/pricelist will be posted on the NASPO ValuePoint website. Product updates for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 5 (Rev. 2020-03-11) for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 1st to be eligible for product updates effective January 1 st. Additional product updates may be considered for approval with proper 30 day notice at the discretion of the Lead State. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st July 1-December 31 December 1st January 1st System Solution providers may update their list of available products quarterly. Quarterly means the last day of each calendar quarter, see below. Quarter Submitted By Effective Date January 1-March 30 March 1st April 1st April 1-June 30 June 1st July 1st July 1- September 30 September 1st October 1st October 1-December 31 December 1st January 1st All System Solution available product options will be posted on the NASPO ValuePoint website. A minimum of thirty-three percent (33%) of the components offered in a complete Radio or Microwave System Solution must be manufactured by the Awarded Contractor. Enterprise Services reserves the right to audit System Solution orders for compliance. Updates to System Solution available products must be submitted to the Lead Contract Administrator 30 days prior to the effective date of the change. Additional product options may be considered for approval with proper 30 day notice at the discretion of the Lead State. 3.7. ECONOMIC ADJUSTMENTS. All pricing must be guaranteed for the first year of the Cooperative Purchasing Master Agreement. Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating the reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturer’s national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published manufacturer’s price list. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM’s published manufacturer’s price list, including renewal options, the Lead State shall be notified immediately. All published manufacturer’s price list price reductions shall be effective upon the notification provided to the Lead State. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 6 (Rev. 2020-03-11) Enterprise Services reserves the right to request clarification and justification for requested Economic Adjustments. Economic Price Adjustment requests for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 1st to be eligible for product updates effective January 1st. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st July 1-December 31 December 1st January 1st 3.8. PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth approved and posted on the NASPO ValuePoint website. 3.9. COOPERATIVE PURCHASING MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain and provide information regarding this Cooperative Purchasing Master Agreement, including scope and pricing, to eligible Purchasing Entity. 3.10. CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the Cooperative Purchasing Master Agreement and also for the successful performance of any and all of their partners. Contractor is to be the sole point of contact as applicable by Cooperative Purchasing Master Agreement with regard to contrac tual matters, payment of any and all charges resulting from the purchase of the products and maintenance of the product for the term of the Cooperative Purchasing Master Agreement unless otherwise specified by a Participating State in a Participating Adden dum and/or the Cooperative Purchasing Master Agreement. Contractor must be able to receive, process, and invoice orders unless the Participating State has agreed to assign these functions to a partner. Contractor will be responsible for compliance with req uirements under the Cooperative Purchasing Master Agreement, even if requirements are delegated to partners. Contractor and partners must not in any way represent themselves in the name of the Lead State, NASPO ValuePoint or Participating States. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Master Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Master Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that, within fifteen (15) days of executing any Participating Addendum and prior to making any sales pursuant to such Participating Addendum, COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 7 (Rev. 2020-03-11) Contractor shall be in good standing and qualified to do busi ness in such state and that Contractor properly shall have registered to do business in such state, shall possess and shall keep current all required licenses and/or approvals, and that it shall be current, in full compliance, and have paid all applicable taxes owed to such state. 4.2. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3. QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or services sold pursuant to this Cooperative Purchasing Master Agreement shall be merchantable, shall conform to this Cooperative Purchasing Master Agreement and Purchasing Entity’s Purchase Order, shall be fit and safe for the intended purposes, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that the same shall be delivered and the services provided free of liens and encumbrances and that the same do not infringe any third party patent. Upon breach of warranty, Contractor will repair or replace (at no charge to Purchasing Entity) any goods and/or services whose nonconformance is discovered and made known to the Contractor. If, in Purchasing Entity’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been m ade. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a pr evailing party, reasonable attorneys’ fees and costs. 4.4. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Cooperative Purchasing Master Agreement and the three (3) year period immediately preceding the award of the Cooperative Purchasing Master Agreement, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. 4.5. PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional di fference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 8 (Rev. 2020-03-11) within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement entered into pursuant to this Cooperative Purchasing Master Agreement. 4.6. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Cooperative Purchasing Master Agreemen t, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.7. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasing Entity’s employees. 4.8. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Cooperative Purchasing Master Agreement, Contractor shall maintain an accurate profile in WEBS. 4.9. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment. 4.10. COOPERATIVE PURCHASING MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Cooperative Purchasing Master Agreement with eligible Purchasing Entity and to ensure that those entities that utilize this Cooperative Purchasing Master Agreement are eligible Purchasing Entity. Contractor understands and acknowledges that neither Enterprise Services nor Purchasing Entity are endorsing Contractor’s goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchasing Entity, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.11. COOPERATIVE PURCHASING MASTER AGREEMENT TRANSITION. Contractor represents and warrants that, in the event this Cooperative Purchasing Master Agreement or a similar contract, is transitioned to another contractor (e.g., Cooperative Purchasing Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington . COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 9 (Rev. 2020-03-11) 4.12. SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEALERS. MANUFACTURER’S REPRESENTATIVE (PARTNERS). If utilizing partners, Contractor is responsible for such partners providing products and services, as well as warranty and maintenance services for any product or solution such partners provide pursuant to this Cooperative Purchasing Master Agreement. Pursuant to their applicable Participating Addendum, each Participating Entity may allow or disallow Contractor to utilize Partners. Only partners approved by the Participating Entity may be util ized. The Participating Entity will define the process to add and remove partners in their Participating Addendum. 5. USING THE COOPERATIVE PURCHASING MASTER AGREEMENT – PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchasing Entity also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchasing Entity Order”). All order documents must reference the Cooperative Purchasing Master Agreement number. The terms of this Cooperative Purchasing Master Agreement shall apply to any Purchase Order and, in the event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click - agreement,’ software or web-based application terms and conditions, or other agreement modify the terms and conditions of this Cooperative Purchasing Master Agreement. Solution components must be equal to or greater than thirty-three percent (33%) manufactured by the Contractor. Prior to executing an order for a ”Solution”, Contractor shall provide Purchasing Entity a detailed Cost Proposal itemizing all proposed costs (including labor costs, employee benefits, travel, overhead and other direct costs) Contractor estimates it will incur in the performance of the work. (a) All order documents must, at a minimum, reference ▪ the Cooperative Purchasing Master Agreement number; ▪ The place and requested time of delivery; ▪ A billing address; ▪ The name, phone number, and address of the Participating Entity representative; (b) All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Participating Entity’s purchasing office, or to such other individual identified in writing in the Order. (c) Orders must be placed pursuant to this Cooperative Purchasing Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days thereafter. (d) Notwithstanding the expiration, cancellation or termination of this Cooperative Purchasing Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 10 (Rev. 2020-03-11) termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Cooperative Purchasing Master Agreement, or otherwise inconsistent with its terms. Orders from a ny separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Cooperative Purchasing Master Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Cooperative Purchasing Master Agreement, the Purchase Order used by Purchasing Entity, or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchasing Entity’s normal work hours and within the time period mutually agreed in writing between Purchasing Entity and Contractor at the time of order placement. Deliveries to be off-loaded at Purchasing Entity’s receiving dock or designated job site by Contractor. (b) Contractor shall ship all goods purchased pursuant to this Master Agreement Purchasing Entity’s specified destination. Shipping charges must be mutually agreed between Purchasing Entity and Contractor, and shall be added as a separate line item on the Contractor’s invoice. Contractor shall bear all risk of loss, damage, or destruction of the goods ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchasin g Entity’s fault or negligence. (c) All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number. (d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Cooperative Purchasing Master Agreement shall be identified by the Cooperative Purchasing Master Agreement number set forth on the cover of this Cooperative Purchasing Master Agreement and the applicable Purchase Order number. Packing lists shall be enclosed with each shipment and clearly id entify all contents and any backorders. (e) Purchasing Entities may return unopened or unused (non-specialty) Public Safety Radio products within ten (10) business days of receipt for full credit, minus any freight or restocking fee. In such event, Contractor is responsible for shipping costs pertaining to any defective Public Safety Radio Products that are returned. 5.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or services purchased under this Cooperative Purchasing Master Agreement are subject to Purchasing Entity’s reasonable inspection, testing, and approval at Purchasing Entity’s destination. Such inspection and COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 11 (Rev. 2020-03-11) approval shall be determined within thirty (30) days of delivery. Purchasing Entity reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Cooperative Purchasing Master Agreement and Purchasing Entity’s Purchase Order. Purchasing Entity may charge Contractor for the cost of inspecting rejected goods. If there are any apparent defects in the goods and/or services at the time of delivery, Purchasing Entity will notify Contractor within five (5) business days. At Purchasing Entity’s option, and without limiting any other rights, Purchasing Entity may require Contractor to, consistent with the warranty terms, repair or replace, at Contractor’s expense, any or all of the damaged goods and/or services or, at Purchasing Entity’s option, Purchasing Entity may note any damage to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. (a) All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Cooperative Purchasing Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve Contractor of liability for material (nonconformity that substantial ly impairs value) latent or hidden defects subsequently revealed when the Public Safety Radio Products are put to use. Acceptance of such Public Safety Radio Products may be revoked in accordance with the provisions of the applicable commercial code, and Contractor shall be liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of any Public Safety Radio Products rejected and returned, or for which Acceptance is revoked. (b) If any Public Safety Radio Products do not conform to the specifications, the Purchasing Entity may require the Contractor to repair or replace the Public Safety Radio Product in conformity with the specifications. 5.4. ON SITE REQUIREMENTS. While on Purchasing Entity’s premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchasing Entity’s physical, fire, access, safety, and other security requirements. 5.5. INSTALLATION. Installation shall be performed by Contractor or Sub-Contractor, in a professional manner in accordance with industry standard best practices. The premises shall be left in a neat, clean, and undamaged condition. Purchasing Entity reserves the right to require Contractor or Sub-Contractor to repair any damage caused during installation or provide full compensation as determined by Purchasing Entity. 5.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning Enterprise Services/the State of Washington or Purchasing Entity’s information which may be classified as confidential, for any purpose not directly connected with the administration of this Cooperative Purchasing Master Agreement, except with prior written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be required by law. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 12 (Rev. 2020-03-11) 5.7. TREATMENT OF ASSETS. Title to all property furnished by any Participating State and/or Purchasing Entity shall remain with such Participating State and/or Purchasing Entity, as applicable. Any property of any Participating State and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating State and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Master Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating State and/or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating State and/or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating State and/or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating State and/or Purchasing Entity all property of such Participating State and/or Purchasing Entity prior to settlement upon completion, termination, or cancellation of this Cooperative Purchasing Master Agreement. Title to all property furnished by Contractor, the cost for which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in the Purchasing Entity upon delivery of such property by Contractor and acceptance by the Purchasing Entity. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in the Purchasing Entity upon (i) issuance for use of such property in the performa nce of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by the Purchasing Entity in whole or in part, whichever first occurs. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. Title to software shall not pass to Purchasing Entity but shall be licensed. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. 5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Cooperative Purch asing Master Agreement requires software or firmware to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Software license that will apply to such transaction. Contractor’s software license agreement shall not conflict with the terms and conditions of this Cooperative Purchasing Ma ster Agreement or specific security requirements of Participating Entity. 5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Contract requires subscription services to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Subscription Services Agreement that will apply to such transaction. Contractor’s Subscription Services Agreement shall not conflict with the terms and conditions of this Master Agreement or the specific security requirements of Participating Entity. 6. INVOICING & PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity’s designated invoicing contact properly itemized invoices. Such invoices shall itemize the f ollowing: ▪ Cooperative Purchasing Master Agreement No. 00318 ▪ Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative) COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 13 (Rev. 2020-03-11) ▪ Contractor’s Federal Tax Identification Number ▪ Date(s) of delivery ▪ Applicable goods/services ▪ Invoice amount; and ▪ Payment terms, including any available prompt payment discounts. Contractor’s invoices for payment shall reflect accurate Cooperative Purchasing Master Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity. Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchasing Entity shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 6.4. NO ADVANCE PAYMENT. No advance payment shall be made for the products and services furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement; Provided, however, that the parties agree that maintenance payments, if any, may be made on a quarterly basis at the beginning of each quarter. 6.5. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Cooperative Purchasing Master Agreement. Failure to do so shall constitute breach of this Cooperative Purchasing Master Agreement. Unless otherwise agreed, Purchasing Entity shall pay applicable sales tax imposed by the State of Washington on purchased goods and/or services. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchasing Entity, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes. 7. CONTRACT MANAGEMENT. 7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Cooperative Purchasing Master Agreement. Enterprise Services’ contract administrator shall provide Cooperative Purchasing Master Agreement oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 14 (Rev. 2020-03-11) Cooperative Purchasing Master Agreement. The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the resp ective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services L3Harris Technologies, Inc. Attn: Contract Administrator 00318 Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-2218 Email: DESContractsTeamCypress@des.wa.gov Attn: Marilyn Brannan 221 Jefferson Ridge Pkwy Lynchburg, VA 24501 Tel: (434) 385-2866 Email: Marilyn.brannan@L3Harris.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchasing Entity issues pertaining to this Cooperative Purchasing Master Agreement. 7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be s ent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services L3Harris Technologies, Inc. Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Attn: Tom Clair 221 Jefferson Ridge Pkwy Lynchburg, VA 24501 Email: tom.clair@L3Harris.com Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS. 8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Cooperative Purchasing Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 15 (Rev. 2020-03-11) 8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non -profit; (3) Participating Entity name; (4) Participating Entity bill -to and ship-to locations; (4) Participating Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; and (8) line item description, including product number if used. Reports are due on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Cooperative Purchasing Master Agreement. 8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. 8.4. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Cooperative Purchasing Master Agreement. Enterprise Services and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8.5. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as well as Orders or transaction data relating to Orders under this Cooperative Purchasing Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates, shall be Confidential Information. Contractor shall hold Confidential Information in confidence and shall not transfer or otherwise disclose Confidential Information to third parties or use Confidential Informati on for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Cooperative Purchasing Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Cooperative Purchasing Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 9. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW 9.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Cooperative Purchasing Master Agreement, including the competitive nature of NASPO ValuePoint procurements, the Cooperative Purchasing Master Agreement and COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 16 (Rev. 2020-03-11) Participating Addendum process, and the manner in which qualifying entities can participate in the Cooperative Purchasing Master Agreement. 9.2. LOGOS. NASPO VALUEPOINT logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. 9.3. ANNUAL SUPPLIER BUSINESS REVIEW. Contractor agrees to participate in an annual supplier performance review at a location (virtual or in-person) selected by Enterprise Services and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. The 2022 Annual Supplier Business Review requires in -person attendance. Any subsequent Annual Supplier Business Review meetings may b e attended virtually or in-person. 10. ADMINISTRATIVE FEES. 10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint ADMINISTRATIVE Fee of one-quarter of one percent (0.25%) of the quarterly sales by participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing submitted with the bid. 10.2. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Cooperative Purchasing Master Agreement. The Contractor may adjust the Cooperative Purchasing Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee set forth above shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participati ng Addenda. 11. RECORDS RETENTION & AUDITS. 11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Cooperative Purchasing Master Agreement and orders placed by Purchasing Entity under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shal l extend until all such litigation, claims, or audits have been resolved. 11.2. AUDIT. Upon reasonable advance written notice, Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasing Entity and that Contractor has paid all applicable vendor management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 17 (Rev. 2020-03-11) examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Cooperative Purchasing Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchasing Entity, Contractor shall reimburse Purchasing Entity for any overpayments inconsistent with the terms of this Cooperative Purchasing Master Agreement or orders, at a rate of 100% of such overpayments, found as a result of the examination of the Contractor’s records. 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the Term of this Cooperative Purchasing Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit A – Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Cooperative Purchasing Master Agreement. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to Enterprise Services a written endorsement to the Contractor’s general liabili ty insurance policy or other documentary evidence acceptable to Enterprise Services that (1) names the State of Washington and Enterprise Services as additional insureds, (2) provides for written notice of cancellation delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. 13. PUBLIC INFORMATION. This Cooperative Purchasing Master Agreement, all related documents, and all records created as a result of the Cooperative Purchasing Master Agreement are subject to public disclosure as required by Washington’s Public Records Act, RCW chapter 42.56. In addition, Participating Addendums and related records shall be subject to public disclosure as required by applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 18 (Rev. 2020-03-11) extent that any such Contractor document or record – in whole or in part – includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record – the exempted or protected portions only – with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents o n the date specified. Contractor’s failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 14. DEFAULTS AND REMEDIES 14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s operations under this Cooperative Purchasing Master Agreement immediately by written cure notice of any default. Contractor may be required to submit a written cure plan within five (5) business days of Suspension notification. Suspension shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s right under this Cooperative Purchasing Master Agreement. All of Contractor’s obligations to Enterprise Services and Purchasing Entity survive termination of Contractor’s rights under this Cooperative Purchasing Master Agreement, until such obligations have been fulfilled. 14.2. DEFAULT. Each of the following events shall constitute default of this Cooperative Purchasing Master Agreement by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Cooperative Purchasing Master Agreement; (b) Contractor breaches any representation or warranty provided herein ; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 14.3. REMEDIES for DEFAULT. (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Cooperative Purchasing Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasing Entity replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Cooperative Purchasing Master Agreement price and the replacement or cover price for identical equipment or services, as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement. Enterprise Services or COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 19 (Rev. 2020-03-11) Purchasing Entity will mitigate damages and provide Cont ractor with detailed invoices substantiating the charges. (c) Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Cooperative Purchasing Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, either Party shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order. Nothing in this Cooperative Purchasing Master Agreement shall be construed to limit the rights and remedies available to either Party under the applicable commercial code. 14.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchasing Entity be liable to the other for exemplary or punitive damages. Contractor's total liability, whether for breach of contract, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the $2,000,000 per occurrence or $8,000,000 aggregate; provided, however, that nothing contained in this Section will in any way exclude or limit Contractor’s liability for all damages arising out of gross negligence, personal injury or death. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT CONTRACTOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY CONTRACTOR PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of this Cooperative Purchasing Master Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Cooperative Purchasing Master Agreement may be brought later than the limitations period specified by statute. 14.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Cooperative Purchasing Cooperative Purchasing Master Agreement if, during the term hereof, Enterprise Services’ procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Cooperative Purchasing Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as sta ted in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 20 (Rev. 2020-03-11) have any obligation or liability to Contractor. Contractor will be entitled to seek a change order to the extent Contractor provides documentary evidence that Contractor has incurred additional costs as a result of the suspension including costs to demobilize and remobilize the project. (b) Termination for Convenience. Enterprise Services, for convenience, may terminate this Cooperative Purchasing Master Agreement; Provided, however, that such termination for convenience must, in Enterprise Services’ judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for convenience shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for convenience, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. 15. CLAIMS. 15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents to the extent caused by its operations under this Cooperative Purchasing Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any Purchasing Entity’s property resulting directly or indirectly from its acts or omissions under this Cooperative Purchasing Master Agreement, to the extent attributable to negligence by Contractor or its agents. 15.2. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and their respective employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except to the extent such claims are caused by Enterprise Services, any Purchasing Entity, or NASPO’s’ negligence. Contractor shall take all steps needed to keep Purchasing Entity’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement. 15.3. INDEMNIFICATION – Intellectual Property. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 21 (Rev. 2020-03-11) The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. (1) The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor’s subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) it would be reasonably expected to use the Product in combination with such product, system or method. 16. FORCE MAJEURE. Force Majeure means an occurrence that causes a delay that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences. (a) Exceptions: Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this Cooperative Purchasing Master Agreement if, and to the extent that, such party's performance of this Cooperative Purchasing Master Agreement is prevented by reason of force majeure. (b) Notification: If either party is delayed by force majeure, said party shall provide written notification within forty-eight (48) hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall likewise be provided. So far as consistent with the Rights Reserved below, the time of completion shall be extended by Cooperative Purchasing Master Agreement amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Cooperative Purchasing Master Agreement. (c) Rights Reserved: Enterprise Services reserves the right to terminate the Contract, and/or purchase materials, supplies, equipment and/or services from the best available source during the time of force majeure, and Contractor shall have no recourse against the Enterprise Services, Participating Entity or Purchasing Entity. 17. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 22 (Rev. 2020-03-11) be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 18. GENERAL PROVISIONS. 18.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Cooperative Purchasing Master Agreement. 18.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 18.3. INTEGRATED AGREEMENT. This Cooperative Purchasing Master Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 18.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party. 18.5. AUTHORITY. Each party to this Cooperative Purchasing Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Cooperative Purchasing Master Agreement and that its execution, delivery, and performance of this Cooperative Purchasing Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 18.6. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Cooperative Purchasing Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. 18.7. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master Agreement without Enterprise Services’ prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights under this Cooperative Purchasing Master Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Cooperative Purchasing Master Agreement notwithstanding any prior assignment of its rights. 18.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Cooperative Purchasing Master Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 18.9. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 23 (Rev. 2020-03-11) cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and/or services provided in Washington for the purpose of carrying out the Contractor’s obligations under this Cooperative Purchasing Master Agreement, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 18.10. FEDERAL FUNDS. To the extent that any Purchasing Entity uses federal funds to purchase goods and/or services pursuant to this Cooperative Purchasing Master Agreement, such Purchasing Entity shall specify, with its order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery. 18.11. SEVERABILITY. If any provision of this Cooperative Purchasing Master Agreement is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Cooperative Purchasing Master Agreement, and to this end the provisions of this Cooperative Purchasing Master Agreement are declared to be severabl e. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Cooperative Purchasing Master Agreement. 18.12. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not r elease the other party of any of its obligations under this Cooperative Purchasing Master Agreement, nor shall any purported oral modification or rescission of this Cooperative Purchasing Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 18.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Cooperative Purchasing Master Agreement shall survive and remain in effect following the expiration or termination of this Cooperative Purchasing Master Agreement, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 18.14. GOVERNING LAW. The validity, construction, performance, and enforcement of this Cooperative Purchasing Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Cooperative Purchasing Master Agreement or Order placed pursuant to such Participating Addendum shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State. 18.15. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Cooperative Purchasing Master Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any claim, dispute, or action concerning any Order placed against the Cooperative Purchasing COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 24 (Rev. 2020-03-11) Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State. 18.16. SOVEREIGN IMMUNITY. In no event shall this Cooperative Purchasing Master Agreement, any Participating Addendum or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. 18.17. ATTORNEYS’ FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Cooperative Purchasing Master Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection w ith any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 18.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Cooperative Purchasing Master Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Cooperative Purchasing Master Agreement. Each party hereto and its counsel has reviewed and revised this Cooperative Purchasing Master Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the in terpretation of this Cooperative Purchasing Master Agreement. Each term and provision of this Cooperative Purchasing Master Agreement to be performed by either party shall be construed to be both a covenant and a condition. 18.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Cooperative Purchasing Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Cooperative Purchasing Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Cooperative Purchasing Master Agreement. 18.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Cooperative Purchasing Master Agreement in their entirety. 18.21. CAPTIONS & HEADINGS. The captions and headings in this Cooperative Purchasing Master Agreement are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Cooperative Purchasing Master Agreement nor the meaning of any provisions hereof. 18.22. ELECTRONIC SIGNATURES. An electronic signature of this Cooperative Purchasing Master Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Cooperative Purchasing Master Agreement or such other ancillary agreement for all purposes. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 25 (Rev. 2020-03-11) 18.23. COUNTERPARTS. This Cooperative Purchasing Master Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Cooperative Purchasing Master Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Cooperative Purchasing Master Agreement. EXECUTED as of the date and year first above written. STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES L3HARRIS TECHNOLOGIES, INC. A DELAWARE CORPORATION By: ___________________________ Elena McGrew By: Tom Clair Its: Acting Statewide Enterprise Procurement Manager Its: Principal, Contracts COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 26 (Rev. 2020-03-11) Exhibit A INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Cooperative Purchasing Master Agreement, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS’ COMPENSATION INSURANCE. Contractor shall comply with applicable Workers’ Compensation or Industrial Accident insurance providing benefits as required by law. c. EMPLOYERS’ LIABILITY (STOP GAP) INSURANCE. Employers’ liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are the minimum. Contractor’s insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washing ton for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washingt on’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Commercial General Liability, Commercial Automobile Liability, and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasing Entitys (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Cooperative Purchasing Master Agreement, a certificate of insurance satis factory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) days prior to coverage expiration , Contractor shall COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 27 (Rev. 2020-03-11) furnish to Enterprise Services an updated or renewed cer tificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. All certificates of Insurance and any related insurance documents shall be delivered to Enterprise Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the address or email address set forth below or to such other address or email address as Enterprise Services may specify in writing: US Mail: Contracts & Procurement – Cooperative Purchasing Master Agreement Insurance Certificate Cooperative Purchasing Master Agreement No. 00318 – Public Safety Communications Products, Services and Solutions Attn: Team Cypress Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: DESContractsTeamCypress@des.wa.gov Note: For Email notice, the Email Subject line must state: Cooperative Purchasing Master Agreement Insurance Certificate – Cooperative Purchasing Master Agreement No. 00318 – Public Safety Communications Products, Services and Solutions 5. PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchasing Entity. All insurance or self-insurance of the State of Washington and/or Purchasing Entitys shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies will all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor’s liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchasing Entity for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation without at least thirty (30) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written n otice shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 28 (Rev. 2020-03-11) 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims -made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Cooperative Purchasing Master Agreement. 00318 NVP-MA-L3Harris-Clean20211119_L3_S IGNED Final Audit Report 2021-11-21 Created:2021-11-19 By:Neva Peckham (neva.peckham@des.wa.gov) Status:Signed Transaction ID:CBJCHBCAABAAHKyH1IkjlVBizi527Hztbf-xjH2B5gFu "00318 NVP-MA-L3Harris-Clean20211119_L3_SIGNED" History Document created by Neva Peckham (neva.peckham@des.wa.gov) 2021-11-19 - 8:19:23 PM GMT- IP address: 198.238.242.30 Document emailed to Elena McGrew (elena.mcgrew@des.wa.gov) for signature 2021-11-19 - 8:19:53 PM GMT Email viewed by Elena McGrew (elena.mcgrew@des.wa.gov) 2021-11-21 - 10:48:20 PM GMT- IP address: 104.47.64.254 Document e-signed by Elena McGrew (elena.mcgrew@des.wa.gov) Signature Date: 2021-11-21 - 11:24:02 PM GMT - Time Source: server- IP address: 198.238.242.30 Agreement completed. 2021-11-21 - 11:24:02 PM GMT GSD-S Formal Cooperative Purchase Agreement (06-2023) -1- FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into effective by and between CITY OF FRESNO, a California municipal corporation (City), and JVCKENWOOD USA Corporation., 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 NASPO ValuePoint Contract No. 00318 . 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 JVCKENWOOD USA Corporation. (Original Government Contract). 2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein. 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Melissa Perales 2101 G Street, Bldg A Fresno, Ca 93706 Phone: (559) 621-1332 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 GSD-S Formal Cooperative Purchase Agreement (06-2023) -2- laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and 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.] GSD-S Formal Cooperative Purchase Agreement (06-2023) -3- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Melissa Perales Purchasing Manager General Services Department No signature of City Attorney required. Standard Document #GSD-S Formal Cooperative Purchase Agreement (06-2023) has been used without modification, as certified by the undersigned. By: Tamra Torrence Senior Procurement Specialist ATTEST: TODD STERMER, CMC City Clerk By: Date JVCKENWOOD USA Corporation, 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) Deputy Addresses: CITY City of Fresno Attention: Melissa Perales 2101 G Street, Bldg A Fresno, Ca. 93706 Phone: (559) 621-1332 E-mail: Melissa.Perales@fresno.gov Vendor: JVCKENWOOD USA Corporation Attention: April Peterson 4001 Worsham Avenue Long Beach, CA 90808 Phone: (310) 761-8213 E-mail: apeterson@us.jvckenwood.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, AND SERVICES SOLUTIONS For Use by Eligible Purchasing Entities By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and JVCKENWOOD USA CORPORATION Dated September 1, 2021 COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 1 (Rev. 2020-03-11) COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, AND SERVICES SOLUTIONS FOR SUB-CATEGORY 1.1 RADIO: SINGLE-BAND PORTABLE RADIO (P25) SUB-CATEGORY 1.2RADIO: SINGLE-BAND MOBILE RADIO (P25) SUB-CATEGORY 1.3 RADIO: SINGLE-BAND DESKTOP RADIO (P25) SUB-CATEGORY 1.5 RADIO: MULTI-BAND MOBILE RADIO (P25) SUB-CATEGORY 1.6 RADIO: MULTI-BAND DESKTOP RADIO (P25) SUB-CATEGORY 2.1 RADIO: CONVENTIONAL ANALOG PORTABLE (NON-P25) SUB-CATEGORY 2.2 RADIO: CONVENTIONAL ANALOG MOBILE (NON-P25) SUB-CATEGORY 2.3 RADIO: CONVENTIONAL ANALOG DESKTOP (NON-P25) SUB-CATEGORY 2.4 RADIO: CONVENTIONAL ANALOG BASE STATION/REPEATER (NON-P25) This Cooperative Purchasing Master Agreement (“Cooperative Purchasing Master Agreement” or “Master Agreement”) is made and entered into by and between Enterprise Services acting by and through the State of Washington (“Enterprise Services”) and JVCKENWOOD USA Corporation, a California corporation (“Contractor”) and is dated and effective as of September 1, 2021. R E C I T A L S A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish Cooperative Purchasing Master Agreements for goods and services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services to make these Cooperative Purchasing Master Agreements available, pursuant to agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agency or entity, public benefit nonprofit organizations, or any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services. See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO). The NASPO ValuePoint purchasing cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not award contracts; rather, it assists states, for an administrative fee, in their collaboration pertaining to solicitations and the resulting master agreements. D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the ‘lead state’ to conduct a competitive procurement in compliance with that state’s procurement laws and award a cooperative purchasing master agreement with a contractor for the specified goods or services. States (including the District of Columbia COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 2 (Rev. 2020-03-11) and the organized territories of the United States), including the lead state, then may participate in that Cooperative Purchasing Master Agreement by executing a Participating Addendum. Until a Participating Addendum is executed by the applicable state (a ‘participating entity’), no agency or other eligible organization (a ‘purchasing entity’) may purchase pursuant to the Cooperative Purchasing Master Agreement. Under Washington law, at the time of solicitation, states may provide supplemental substantive terms and conditions to inform the competitive procurement. In addition, pursuant to their Participating Addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and reporting). Contractor, however, has no obligation to condition execution of a Participating Addendum on substantive terms and conditions that were not competitively procured. E. Enterprise Services, as part of a cooperative purchasing competitive governmental procurement, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 00318 dated November 16, 2020 regarding Public Safety Communications Products, Services and Solutions (“Public Safety Radio” or “Public Safety Communications"). Sixteen (16) states indicated an intent to utilize the resulting Cooperative Purchasing Master Agreement. F. Enterprise Services and a stakeholder team consisting of representatives from Washington, California, Alaska, Oregon, Montana, Tennessee, Colorado and Nevada evaluated all responsive bids to the Competitive Solicitation and identified Contractor as an Apparent Successful Bidder for the Category identified above. G. Enterprise Services determined that entering into this Cooperative Purchasing Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Cooperative Purchasing Master Agreement is to enable Participating or Purchasing Entities to purchase Public Safety Radio products (also referred to as “Products” or “goods”) and services (also referred to as “Services”), in the awarded Category as set forth herein. A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Agreement begins September 1, 2021 and ends on December 31, 2026; provided, however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise Services’ sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets the following performance metrics:  Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating Addendums; and  Administrative Fee Payments: Contractor provides timely and accurate Administrative Fee payments as detailed in this Master Agreement and Participating Addendums. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 3 (Rev. 2020-03-11) Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to begin on September 1, 2021, Contractor shall provide implementation and transition support to Participating States who wish to utilize the Master Agreement, beginning upon the date such Participating State and Contractor executes a Participating Addendum. For the avoidance of doubt, no orders for products or services shall be made under this Agreement prior to September 1, 2021. 2. PARTICIPANTS AND SCOPE. This Cooperative Purchasing Master Agreement may be utilized under the following conditions: 2.1. PARTICIPATING ENTITIES. Contractor may not sell Public Safety Radio products and services under this Cooperative Purchasing Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The terms and conditions set forth in the Cooperative Purchasing Master Agreement are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented, or amended by a Participating Addendum; Provided, however, that no Participating Addendum shall operate to alter or modify any substantive terms of this Cooperative Purchasing Master Agreement which were solicited and procured pursuant to a competitive procurement. By way of illustration and not limitation, Participating Entities may include unique administrative, delivery, and invoicing requirements, as well as entity-specific confidentiality requirements and similar entity- specific administrative requirements in purchase Orders utilizing this Cooperative Purchasing Master Agreement. 2.2. PURCHASING ENTITIES. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order or other commitment document against the Cooperative Purchasing Master Agreement and becomes financially committed to the purchase. 2.3. PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive or other process to determine which Cooperative Purchasing Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum as instructed by the Lead State to support documentation of participation and posting in appropriate databases. 2.4. PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Cooperative Purchasing Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Cooperative Purchasing Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 4 (Rev. 2020-03-11) fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity individually. 2.5. PARTICIPATING ADDENDUM APPROVAL. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3. SCOPE – INCLUDED GOODS/SERVICES AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Cooperative Purchasing Master Agreement, Contractor is authorized to sell only those Public Safety Radio Products and Services in the category above posted on the NASPO ValuePoint website. Contractor shall not represent to any Participating or Purchasing Entity under this Cooperative Purchasing Master Agreement that Contractor has contractual authority to sell any Public Safety Radio Products beyond those approved and posted on the NASPO ValuePoint website. 3.2. MINIMUM WARRANTY FOR INCLUDED GOODS/SERVICES. Notwithstanding any provision to the contrary, Contractor agrees to and is providing a minimum warranty of no less than one (1) year for any goods/services included in this Cooperative Purchasing Master Agreement. Such minimum warranty begins when the goods/services are accepted by Purchasing Entity or as agreed by Purchasing Entity in its ordering documentation. Such minimum warranty includes all firmware and software updates within warranty period. Parts and related software will be free from defects in material and workmanship for one (1) year. If a product fails because of a defect in workmanship or materials within one (1) year from the date of acceptance by Purchasing Entity, manufacture shall repair or replace the product or part with a new product or part without charge to Purchasing Entity. 3.3. ADDITIONAL WARRANTY OPTIONS – See JVCKENWOOD USA Corporation Products/Services Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available warranty options. 3.4. AVAILABLE SERVICES – See JVCKENWOOD USA Corporation Products/Services Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available services. 3.5. ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services, acting as the lead state, reserves the right to modify the Public Safety Radio Products included in this Cooperative Purchasing Master Agreement; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this competitively procured Cooperative Purchasing Master Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the requirement for cooperative purchasing agreements to be subject to competitive procurement. 3.6. PRODUCT UPDATES. Upon approval, Contractor may update their products/pricelist on a semi- annual basis. Contractor must submit to the Lead Contract Administrator a revised product/pricelist highlighting changes and include an effective date of the change. At no time during the contract term shall products be deleted from the products/pricelist. Discontinued COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 5 (Rev. 2020-03-11) products/services must be struck-through and highlighted for ease of review process. Product/pricelist updates must be submitted for review and approval to the Lead Contract Administrator thirty (30) days prior to the effective date of the change. All products/pricelist will be posted on the NASPO ValuePoint website. Product updates for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 1st to be eligible for product updates effective January 1st. Additional product updates may be considered for approval with proper 30 day notice at the discretion of the Lead State. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st July 1-December 31 December 1st January 1st 3.7. ECONOMIC ADJUSTMENTS. All pricing must be guaranteed for the first year of the Cooperative Purchasing Master Agreement. Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating the reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturer’s national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published manufacturer’s price list. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM’s published manufacturer’s price list, including renewal options, the Lead State shall be notified immediately. All published manufacturer’s price list price reductions shall be effective upon the notification provided to the Lead State. Enterprise Services reserves the right to request clarification and justification for requested Economic Adjustments. Economic Price Adjustment requests for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 1st to be eligible for product updates effective January 1st. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 6 (Rev. 2020-03-11) July 1-December 31 December 1st January 1st 3.8. PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth approved and posted on the NASPO ValuePoint website. 3.9. COOPERATIVE PURCHASING MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain and provide information regarding this Cooperative Purchasing Master Agreement, including scope and pricing, to eligible Purchasing Entity. 3.10. CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the Cooperative Purchasing Master Agreement and also for the successful performance of any and all of their partners. Contractor is to be the sole point of contact as applicable by Cooperative Purchasing Master Agreement with regard to contractual matters, payment of any and all charges resulting from the purchase of the products and maintenance of the product for the term of the Cooperative Purchasing Master Agreement unless otherwise specified by a Participating State in a Participating Addendum and/or the Cooperative Purchasing Master Agreement. Contractor must be able to receive, process, and invoice orders unless the Participating State has agreed to assign these functions to a partner. Contractor will be responsible for compliance with requirements under the Cooperative Purchasing Master Agreement, even if requirements are delegated to partners. Contractor and partners must not in any way represent themselves in the name of the Lead State, NASPO ValuePoint or Participating States. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Master Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Master Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that, within fifteen (15) days of executing any Participating Addendum and prior to making any sales pursuant to such Participating Addendum, Contractor shall be in good standing and qualified to do business in such state and that Contractor properly shall have registered to do business in such state, shall possess and shall keep current all required licenses and/or approvals, and that it shall be current, in full compliance, and have paid all applicable taxes owed to such state. 4.2. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3. QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or services sold pursuant to this Cooperative Purchasing Master Agreement shall be COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 7 (Rev. 2020-03-11) merchantable, shall conform to this Cooperative Purchasing Master Agreement and Purchasing Entity’s Purchase Order, shall be fit and safe for the intended purposes, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that the same shall be delivered and the services provided free of liens and encumbrances and that the same do not infringe any third party patent. Upon breach of warranty, Contractor will repair or replace (at no charge to Purchasing Entity) any goods and/or services whose nonconformance is discovered and made known to the Contractor. If, in Purchasing Entity’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs. 4.4. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Cooperative Purchasing Master Agreement and the three (3) year period immediately preceding the award of the Cooperative Purchasing Master Agreement, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. 4.5. PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement entered into pursuant to this Cooperative Purchasing Master Agreement. 4.6. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Cooperative Purchasing Master Agreement, Contractor shall not, as a COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 8 (Rev. 2020-03-11) condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.7. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasing Entity’s employees. 4.8. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Cooperative Purchasing Master Agreement, Contractor shall maintain an accurate profile in WEBS. 4.9. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Washington Statewide Payee Desk, which registration is a condition to payment. 4.10. COOPERATIVE PURCHASING MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Cooperative Purchasing Master Agreement with eligible Purchasing Entity and to ensure that those entities that utilize this Cooperative Purchasing Master Agreement are eligible Purchasing Entity. Contractor understands and acknowledges that neither Enterprise Services nor Purchasing Entity are endorsing Contractor’s goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchasing Entity, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.11. COOPERATIVE PURCHASING MASTER AGREEMENT TRANSITION. Contractor represents and warrants that, in the event this Cooperative Purchasing Master Agreement or a similar contract, is transitioned to another contractor (e.g., Cooperative Purchasing Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. 4.12. SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEALERS. MANUFACTURER’S REPRESENTATIVE (PARTNERS). If utilizing partners, Contractor is responsible for such partners providing products and services, as well as warranty and maintenance services for any product or solution such partners provide pursuant to this Cooperative Purchasing Master Agreement. Pursuant to their applicable Participating Addendum, each Participating Entity may allow or disallow Contractor to utilize Partners. Only partners approved by the Participating Entity may be utilized. The Participating Entity will define the process to add and remove partners in their Participating Addendum. 5. USING THE COOPERATIVE PURCHASING MASTER AGREEMENT – PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchasing Entity also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchasing Entity Order”). All order documents must COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 9 (Rev. 2020-03-11) reference the Cooperative Purchasing Master Agreement number. The terms of this Cooperative Purchasing Master Agreement shall apply to any Purchase Order and, in the event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click- agreement,’ software or web-based application terms and conditions, or other agreement modify the terms and conditions of this Cooperative Purchasing Master Agreement. (a) All order documents must, at a minimum, reference  the Cooperative Purchasing Master Agreement number;  The place and requested time of delivery;  A billing address;  The name, phone number, and address of the Participating Entity representative; (b) All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Participating Entity’s purchasing office, or to such other individual identified in writing in the Order. (c) Orders must be placed pursuant to this Cooperative Purchasing Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days thereafter. (d) Notwithstanding the expiration, cancellation or termination of this Cooperative Purchasing Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Cooperative Purchasing Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Cooperative Purchasing Master Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Cooperative Purchasing Master Agreement, the Purchase Order used by Purchasing Entity, or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchasing Entity’s normal work hours and within the time period mutually agreed in writing between Purchasing Entity and Contractor at the time of order placement. Deliveries to be off-loaded at Purchasing Entity’s receiving dock or designated job site by Contractor. (b) Contractor shall ship all goods purchased pursuant to this Master Agreement Purchasing Entity’s specified destination. Shipping charges must be mutually agreed to between Purchasing Entity and Contractor, and shall be added as a COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 10 (Rev. 2020-03-11) separate line item on the Contractor’s invoice. Contractor shall bear all risk of loss, damage, or destruction of the goods ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchasing Entity’s fault or negligence. (c) All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number. (d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Cooperative Purchasing Master Agreement shall be identified by the Cooperative Purchasing Master Agreement number set forth on the cover of this Cooperative Purchasing Master Agreement and the applicable Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. (e) Purchasing Entities may return unopened or unused (non-specialty) Public Safety Radio products within ten (10) business days of receipt for full credit, minus any freight or restocking fee. In such event, Contractor is responsible for shipping costs pertaining to any defective Public Safety Radio Products that are returned. 5.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or services purchased under this Cooperative Purchasing Master Agreement are subject to Purchasing Entity’s reasonable inspection, testing, and approval at Purchasing Entity’s destination. Such inspection and approval shall be determined within thirty (30) days of delivery. Purchasing Entity reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Cooperative Purchasing Master Agreement and Purchasing Entity’s Purchase Order. Purchasing Entity may charge Contractor for the cost of inspecting rejected goods. If there are any apparent defects in the goods and/or services at the time of delivery, Purchasing Entity will notify Contractor within five (5) business days. At Purchasing Entity’s option, and without limiting any other rights, Purchasing Entity may require Contractor to, consistent with the warranty terms, repair or replace, at Contractor’s expense, any or all of the damaged goods and/or services or, at Purchasing Entity’s option, Purchasing Entity may note any damage to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. (a) All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Cooperative Purchasing Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when the Public Safety Radio Products are put to use. Acceptance of such Public Safety Radio COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 11 (Rev. 2020-03-11) Products may be revoked in accordance with the provisions of the applicable commercial code, and Contractor shall be liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of any Public Safety Radio Products rejected and returned, or for which Acceptance is revoked. (b) If any Public Safety Radio Products do not conform to the specifications, the Purchasing Entity may require the Contractor to repair or replace the Public Safety Radio Product in conformity with the specifications. 5.4. ON SITE REQUIREMENTS. While on Purchasing Entity’s premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchasing Entity’s physical, fire, access, safety, and other security requirements. 5.5. INSTALLATION. Installation shall be performed by Contractor or Sub-Contractor, in a professional manner in accordance with industry standard best practices. The premises shall be left in a neat, clean, and undamaged condition. Purchasing Entity reserves the right to require Contractor or Sub-Contractor to repair any damage caused during installation or provide full compensation as determined by Purchasing Entity. 5.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning Enterprise Services/the State of Washington or Purchasing Entity’s information which may be classified as confidential, for any purpose not directly connected with the administration of this Cooperative Purchasing Master Agreement, except with prior written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be required by law. 5.7. TREATMENT OF ASSETS. Title to all property furnished by any Participating State and/or Purchasing Entity shall remain with such Participating State and/or Purchasing Entity, as applicable. Any property of any Participating State and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating State and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Master Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating State and/or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating State and/or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating State and/or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating State and/or Purchasing Entity all property of such Participating State and/or Purchasing Entity prior to settlement upon completion, termination, or cancellation of this Cooperative Purchasing Master Agreement. Title to all property furnished by Contractor, the cost for which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in the Purchasing Entity upon delivery of such property by Contractor and acceptance by the Purchasing Entity. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in the Purchasing Entity upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by the Purchasing Entity in whole or in part, whichever first occurs. All reference to Contractor under this clause shall also include Contractor's COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 12 (Rev. 2020-03-11) employees, agents or subcontractors. Title to software shall not pass to Purchasing Entity but shall be licensed. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. 5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Cooperative Purchasing Master Agreement requires software or firmware to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Software license that shall apply to such transaction. Contractor’s software license agreement shall not conflict with the terms and conditions of this Cooperative Purchasing Master Agreement or specific security requirements of Participating Entity. 5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Contract requires subscription services to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Subscription Services Agreement that shall apply to such transaction. Contractor’s Subscription Services Agreement shall not conflict with the terms and conditions of this Master Agreement or the specific security requirements of Participating Entity. 6. INVOICING & PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity’s designated invoicing contact properly itemized invoices. Such invoices shall itemize the following:  Cooperative Purchasing Master Agreement No. 00318  Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative)  Contractor’s Federal Tax Identification Number  Date(s) of delivery  Applicable goods/services  Invoice amount; and  Payment terms, including any available prompt payment discounts. Contractor’s invoices for payment shall reflect accurate Cooperative Purchasing Master Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity. Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchasing Entity shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 13 (Rev. 2020-03-11) 6.4. NO ADVANCE PAYMENT. No advance payment shall be made for the products and services furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement; Provided, however, that the parties agree that maintenance payments, if any, may be made on a quarterly basis at the beginning of each quarter. 6.5. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Cooperative Purchasing Master Agreement. Failure to do so shall constitute breach of this Cooperative Purchasing Master Agreement. Unless otherwise agreed, Purchasing Entity shall pay applicable sales tax imposed by the State of Washington on purchased goods and/or services. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchasing Entity, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes. 7. CONTRACT MANAGEMENT. 7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Cooperative Purchasing Master Agreement. Enterprise Services’ contract administrator shall provide Cooperative Purchasing Master Agreement oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Cooperative Purchasing Master Agreement. The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services JVCKENWOOD USA Corporation Attn: Contract Administrator 00318 Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-2218 Email: DESContractsTeamCypress@des.wa.gov Attn: April Peterson 4001 Worsham Avenue Long Beach, CA 90808 Tel: (310) 761-8213 Email: apeterson@us.jvckenwood.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchasing Entity issues pertaining to this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 14 (Rev. 2020-03-11) 7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services JVCKENWOOD USA Corporation Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Attn: General Counsel 1440 Corporate Drive Irving, TX 75038 Email: tjackson@us.jvckenwood.com Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS. 8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Cooperative Purchasing Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). 8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Participating Entity name; (4) Participating Entity bill-to and ship-to locations; (4) Participating Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; and (8) line item description, including product number if used. Reports are due on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Cooperative Purchasing Master Agreement. 8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. 8.4. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Cooperative Purchasing Master Agreement. Enterprise Services and NASPO ValuePoint shall COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 15 (Rev. 2020-03-11) have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8.5. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as well as Orders or transaction data relating to Orders under this Cooperative Purchasing Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates, shall be Confidential Information. Contractor shall hold Confidential Information in confidence and shall not transfer or otherwise disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Cooperative Purchasing Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Cooperative Purchasing Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 9. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW 9.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Cooperative Purchasing Master Agreement, including the competitive nature of NASPO ValuePoint procurements, the Cooperative Purchasing Master Agreement and Participating Addendum process, and the manner in which qualifying entities can participate in the Cooperative Purchasing Master Agreement. 9.2. LOGOS. NASPO VALUEPOINT logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. 9.3. ANNUAL SUPPLIER BUSINESS REVIEW. Contractor agrees to participate in an annual supplier performance review at a location (virtual or in-person) selected by Enterprise Services and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. The 2022 Annual Supplier Business Review requires in-person attendance. Any subsequent Annual Supplier Business Review meetings may be attended virtually or in-person. 10. ADMINISTRATIVE FEES. 10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint ADMINISTRATIVE Fee of one-quarter of one percent (0.25%) of the quarterly sales by participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing submitted with the bid. 10.2. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 16 (Rev. 2020-03-11) made a part of the Cooperative Purchasing Master Agreement. The Contractor may adjust the Cooperative Purchasing Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee set forth above shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 11. RECORDS RETENTION & AUDITS. 11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Cooperative Purchasing Master Agreement and orders placed by Purchasing Entity under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.2. AUDIT. Upon reasonable advance written notice, Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasing Entity and that Contractor has paid all applicable vendor management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Cooperative Purchasing Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchasing Entity, Contractor shall reimburse Purchasing Entity for any overpayments inconsistent with the terms of this Cooperative Purchasing Master Agreement or orders, at a rate of 100% of such overpayments, found as a result of the examination of the Contractor’s records. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 17 (Rev. 2020-03-11) 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the Term of this Cooperative Purchasing Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit A – Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Cooperative Purchasing Master Agreement. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to Enterprise Services a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to Enterprise Services that (1) names the State of Washington and Enterprise Services as additional insureds, (2) provides for written notice of cancellation delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. 13. PUBLIC INFORMATION. This Cooperative Purchasing Master Agreement, all related documents, and all records created as a result of the Cooperative Purchasing Master Agreement are subject to public disclosure as required by Washington’s Public Records Act, RCW chapter 42.56. In addition, Participating Addendums and related records shall be subject to public disclosure as required by applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the extent that any such Contractor document or record – in whole or in part – includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record – the exempted or protected portions only – with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor’s failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 18 (Rev. 2020-03-11) 14. DEFAULTS AND REMEDIES 14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s operations under this Cooperative Purchasing Master Agreement immediately by written cure notice of any default. Contractor may be required to submit a written cure plan within five (5) business days of Suspension notification. Suspension shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s rights under this Cooperative Purchasing Master Agreement. All of Contractor’s obligations to Enterprise Services and Purchasing Entity survive termination of Contractor’s rights under this Cooperative Purchasing Master Agreement, until such obligations have been fulfilled. 14.2. DEFAULT. Each of the following events shall constitute default of this Cooperative Purchasing Master Agreement by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Cooperative Purchasing Master Agreement; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 14.3. REMEDIES for DEFAULT. (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Cooperative Purchasing Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasing Entity replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Cooperative Purchasing Master Agreement price and the replacement or cover price for identical equipment or services, as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement. Enterprise Services or Purchasing Entity will mitigate damages and provide Contractor with detailed invoices substantiating the charges. (c) Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Cooperative Purchasing Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, either Party shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order. Nothing in this Cooperative Purchasing Master Agreement shall be construed to limit the rights and remedies available to either Party under the applicable commercial code. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 19 (Rev. 2020-03-11) 14.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchasing Entity be liable to the other for exemplary or punitive damages; Provided, however, that nothing contained in this Section will in any way exclude or limit: (a) a party’s liability for all damages arising out of that party’s intentional acts or omissions; (b) the operation of any Goods or Services warranty provided in this Cooperative Purchasing Master Agreement; or (c) damages subject to the Intellectual Property Indemnity section of this Cooperative Purchasing Master Agreement. Any limitation of either party’s obligations under this Cooperative Purchasing Master Agreement, by delivery slips or other documentation is void. Contractor’s liability shall not exceed $2,000,000 per occurrence or $4,000,000 aggregate. 14.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Cooperative Purchasing Cooperative Purchasing Master Agreement if, during the term hereof, Enterprise Services’ procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Cooperative Purchasing Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. Contractor will be entitled to seek a change order to the extent Contractor provides documentary evidence that Contractor has incurred additional costs as a result of the suspension including costs to demobilize and remobilize the project. (b) Termination for Convenience. Enterprise Services, for convenience, may terminate this Cooperative Purchasing Master Agreement; Provided, however, that such termination for convenience must, in Enterprise Services’ judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for convenience shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for convenience, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 20 (Rev. 2020-03-11) 15. CLAIMS. 15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents to the extent caused by its operations under this Cooperative Purchasing Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any Purchasing Entity’s property resulting directly or indirectly from its acts or omissions under this Cooperative Purchasing Master Agreement, to the extent attributable to negligence by Contractor or its agents. 15.2. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and their respective employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except to the extent such claims are caused by Enterprise Services, any Purchasing Entity, or NASPO’s’ negligence. Contractor shall take all steps needed to keep Purchasing Entity’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement. 15.3. INDEMNIFICATION – Intellectual Property. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement. (1) The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor’s subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 21 (Rev. 2020-03-11) (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) it would be reasonably expected to use the Product in combination with such product, system or method. 16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 17. GENERAL PROVISIONS. 17.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Cooperative Purchasing Master Agreement. 17.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 17.3. INTEGRATED AGREEMENT. This Cooperative Purchasing Master Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 17.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party. 17.5. AUTHORITY. Each party to this Cooperative Purchasing Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Cooperative Purchasing Master Agreement and that its execution, delivery, and performance of this Cooperative Purchasing Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.6. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Cooperative Purchasing Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. 17.7. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master Agreement without Enterprise Services’ prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights under this Cooperative Purchasing Master Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 22 (Rev. 2020-03-11) majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Cooperative Purchasing Master Agreement notwithstanding any prior assignment of its rights. 17.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Cooperative Purchasing Master Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 17.9. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and/or services provided in Washington for the purpose of carrying out the Contractor’s obligations under this Cooperative Purchasing Master Agreement, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 17.10. FEDERAL FUNDS. To the extent that any Purchasing Entity uses federal funds to purchase goods and/or services pursuant to this Cooperative Purchasing Master Agreement, such Purchasing Entity shall specify, with its order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery. 17.11. SEVERABILITY. If any provision of this Cooperative Purchasing Master Agreement is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Cooperative Purchasing Master Agreement, and to this end the provisions of this Cooperative Purchasing Master Agreement are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Cooperative Purchasing Master Agreement. 17.12. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Cooperative Purchasing Master Agreement, nor shall any purported oral modification or rescission of this Cooperative Purchasing Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 17.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Cooperative Purchasing Master Agreement shall survive and remain in effect following the expiration or termination of this Cooperative Purchasing Master Agreement, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 17.14. GOVERNING LAW. The validity, construction, performance, and enforcement of this Cooperative Purchasing Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Cooperative Purchasing Master Agreement or Order placed pursuant to such Participating Addendum shall COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 23 (Rev. 2020-03-11) be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State. 17.15. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Cooperative Purchasing Master Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any claim, dispute, or action concerning any Order placed against the Cooperative Purchasing Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State. 17.16. SOVEREIGN IMMUNITY. In no event shall this Cooperative Purchasing Master Agreement, any Participating Addendum or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. 17.17. ATTORNEYS’ FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Cooperative Purchasing Master Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 17.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Cooperative Purchasing Master Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Cooperative Purchasing Master Agreement. Each party hereto and its counsel has reviewed and revised this Cooperative Purchasing Master Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Cooperative Purchasing Master Agreement. Each term and provision of this Cooperative Purchasing Master Agreement to be performed by either party shall be construed to be both a covenant and a condition. 17.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Cooperative Purchasing Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Cooperative Purchasing Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Cooperative Purchasing Master Agreement. 17.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Cooperative Purchasing Master Agreement in their entirety. 17.21. CAPTIONS & HEADINGS. The captions and headings in this Cooperative Purchasing Master Agreement are for convenience only and are not intended to, and shall not be construed to, COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 25 (Rev. 2020-03-11) Exhibit A INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Cooperative Purchasing Master Agreement, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS’ COMPENSATION INSURANCE. Contractor shall comply with applicable Workers’ Compensation or Industrial Accident insurance providing benefits as required by law. c. EMPLOYERS’ LIABILITY (STOP GAP) INSURANCE. Employers’ liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are the minimum. Contractor’s insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Commercial General Liability, Commercial Automobile Liability, and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasing Entity (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Cooperative Purchasing Master Agreement, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 26 (Rev. 2020-03-11) furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. All certificates of Insurance and any related insurance documents shall be delivered to Enterprise Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the address or email address set forth below or to such other address or email address as Enterprise Services may specify in writing: US Mail: Contracts & Procurement – Cooperative Purchasing Master Agreement Insurance Certificate Cooperative Purchasing Master Agreement No. 00318 – Public Safety Communications Products, Services and Solutions Attn: Team Cypress Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: DESContractsTeamCypress@des.wa.gov Note: For Email notice, the Email Subject line must state: Cooperative Purchasing Master Agreement Insurance Certificate – No. 00318 – Public Safety Communications Products, Services and Solutions 5. PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchasing Entity. All insurance or self-insurance of the State of Washington and/or Purchasing Entity shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies will all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor’s liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchasing Entity for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation without at least thirty (30) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS 27 (Rev. 2020-03-11) 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Cooperative Purchasing Master Agreement. 00318 NVP-MA-JVCKENWOOD USA Corp- Final-Clean Signed20210921 Final Audit Report 2021-10-06 Created:2021-10-05 By:Neva Peckham (neva.peckham@des.wa.gov) Status:Signed Transaction ID:CBJCHBCAABAAu5L0YP8prf4Sa8hAxwYxl-lZVgYh4J5n "00318 NVP-MA-JVCKENWOOD USA Corp-Final-Clean Signed 20210921" History Document created by Neva Peckham (neva.peckham@des.wa.gov) 2021-10-05 - 6:15:09 PM GMT- IP address: 198.238.242.30 Document emailed to Elena McGrew (elena.mcgrew@des.wa.gov) for signature 2021-10-05 - 6:15:45 PM GMT Email viewed by Elena McGrew (elena.mcgrew@des.wa.gov) 2021-10-05 - 10:01:25 PM GMT- IP address: 104.47.64.254 Document e-signed by Elena McGrew (elena.mcgrew@des.wa.gov) Signature Date: 2021-10-06 - 6:02:09 AM GMT - Time Source: server- IP address: 198.238.242.30 Agreement completed. 2021-10-06 - 6:02:09 AM GMT GSD-S Formal Cooperative Purchase Agreement (06-2023) -1- FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into effective by and between CITY OF FRESNO, a California municipal corporation (City), and BK Technologies, Inc., a Nevada 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 NASPO ValuePoint Contract No. 00318 . 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 BK Technologies, Inc. (Original Government Contract). 2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein. 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Melissa Perales 2101 G Street, Bldg A Fresno, Ca 93706 Phone: (559) 621-1332 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 GSD-S Formal Cooperative Purchase Agreement (06-2023) -2- laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and 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.] GSD-S Formal Cooperative Purchase Agreement (06-2023) -3- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Melissa Perales Purchasing Manager General Services Department No signature of City Attorney required. Standard Document #GSD-S Formal Cooperative Purchase Agreement (06-2023) has been used without modification, as certified by the undersigned. By: Tamra Torrence Senior Procurement Specialist ATTEST: TODD STERMER, CMC City Clerk By: Date BK Technologies, Inc., a Nevada 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) Deputy Addresses: CITY City of Fresno Attention: Melissa Perales 2101 G Street, Bldg A Fresno, Ca. 93706 Phone: (559) 621-1332 E-mail: Melissa.Perales@fresno.gov Vendor: BK Technologies, Inc. Attention: Carolyn French 7100 Technology Drive West Melbourne, FL 32904 Phone: (321) 237-1306 E-mail: contracts@bktechnologies.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS For Use by Eligible Purchasing Entities By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and BKTECHNOLOGIES,INC. Dated January 1, 2022 COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 1 (Rev. 2020-03-11) COOPERATIVE PURCHASING MASTER AGREEMENT NO. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS FOR SUB-CATEGORY 1.1RADIO:SINGLE-BAND PORTABLE (P25) This Cooperative Purchasing Master Agreement (“Cooperative Purchasing Master Agreement”) is made and entered into by and between Enterprise Services acting by and through the State of Washington (“Enterprise Services”) and BK Technologies, Inc., a Nevada corporation (“Contractor”) and is dated and effective as of January 1, 2022. R E C I T A L S A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish Cooperative Purchasing Master Agreements for goods and services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services to make these Cooperative Purchasing Master Agreements available, pursuant to agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agency or entity, public benefit nonprofit organizations, or any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services. See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO). The NASPO ValuePoint purchasing cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not award contracts; rather, it assists states, for an administrative fee, in their collaboration pertaining to solicitations and the resulting master agreements. D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the ‘lead state’ to conduct a competitive procurement in compliance with that state’s procurement laws and award a cooperative purchasing master agreement with a contractor for the specified goods or services. States (including the District of Columbia and the organized territories of the United States), including the lead state, then may participate in that cooperative purchasing master agreement by executing a Participating Addendum. Until a Participating Addendum is executed by the applicable state (a ‘participating entity’), no agency or other eligible organization (a ‘purchasing entity’) may purchase pursuant to the cooperative purchasing master agreement. Under Washington law, at the time of solicitation, states may provide supplemental substantive terms and conditions to inform the competitive procurement. In addition, pursuant to their Participating Addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 2 (Rev. 2020-03-11) reporting). Contractor, however, has no obligation to condition execution of a Participating Addendum on substantive terms and conditions that were not competitively procured. E. Enterprise Services, as part of a cooperative purchasing competitive governmental procurement, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 00318 dated November 16, 2020, regarding Public Safety Communications Products, Services and Solutions (“Public Safety Radio”). Sixteen (16) states indicated an intent to utilize the resulting Cooperative Purchasing Master Agreement. F. Enterprise Services and a stakeholder team consisting of representatives from Washington, California, Alaska, Oregon, Montana, Tennessee, Colorado and Nevada evaluated all responsive bids to the Competitive Solicitation and identified Contractor as an Apparent Successful Bidder for the Sub-Categories identified above. G. Enterprise Services determined that entering into this Cooperative Purchasing Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Cooperative Purchasing Master Agreement is to enable Participating or Purchasing Entities to purchase Public Safety Radio products and services, in the awarded Sub-Categories as set forth herein. A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Cooperative Purchasing Master Agreement begins January 1, 2022, and ends on December 31, 2026. The Public Safety Communications Products, Services and Solutions provided pursuant to this Master Agreement start January 1, 2022, and end on December 31, 2026; provided, however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise Services’ sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets the following performance metrics: Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating Addendums; and Administrative Fee Payments: Contractor provides timely and accurate Administrative Fee payments as detailed in this Master Agreement and Participating Addendums. Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to begin on January 1, 2022, Contractor shall provide implementation and transition support to Participating States who wish to utilize the Cooperative Purchasing Master Agreement, beginning upon the date such Participating State and Contractor executes a Participating Addendum. For the avoidance of doubt, no orders for products or services shall be made under this Agreement prior to January 1, 2022. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 3 (Rev. 2020-03-11) 2. PARTICIPANTS AND SCOPE. This Cooperative Purchasing Master Agreement may be utilized under the following conditions: 2.1 PARTICIPATING ENTITIES. Contractor may not sell Public Safety Radio products and servicesunder this Cooperative Purchasing Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The terms and conditions set forth in the Cooperative Purchasing Master Agreement are applicable to any Purchase Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented, or amended by a Participating Addendum; Provided, however, that no Participating Addendum shall operate to alter or modify any substantive terms of this Cooperative Purchasing Master Agreement which were solicited and procured pursuant to a competitive procurement. By way of illustration and not limitation, Participating Entities may include unique administrative, delivery, and invoicing requirements, as well as entity-specific confidentiality requirements and similar entity- specific administrative requirements in Purchase Orders utilizing this Cooperative Purchasing Master Agreement. 2.2 PURCHASING ENTITIES. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order or other commitment document against the Cooperative Purchasing Master Agreement and becomes financially committed to the purchase. 2.3 PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive or other process to determine which Cooperative Purchasing Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities, who are states, incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum as instructed by the Lead State to support documentation of participation and posting in appropriate databases. 2.4 PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Cooperative Purchasing Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Cooperative Purchasing Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity individually. 2.5 PARTICIPATING ADDENDUM APPROVAL.Participating Entities who are not states, may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 4 (Rev. 2020-03-11) procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3. SCOPE –INCLUDED GOODS/SERVICES AND PRICE. 3.1 CONTRACT SCOPE. Pursuant to this Cooperative Purchasing Master Agreement, Contractor is authorized to sell only those Public Safety Radio Products in the category above posted on the NASPO ValuePoint website. Contractor shall not represent to any Participating or Purchasing Entity under this Cooperative Purchasing Master Agreement that Contractor has contractual authority to sell any Public Safety Radio Products beyond those approved and posted on the NASPO ValuePoint website. 3.2 MINIMUM WARRANTY FOR INCLUDED GOODS/SERVICES. Notwithstanding any provision to the contrary, Contractor agrees to and is providing a minimum warranty of no less than one (1) year for any goods/services included in this Cooperative Purchasing Master Agreement. Such minimum warranty begins when the goods/services are accepted by Purchasing Entity or as agreed by Purchasing Entity in its ordering documentation. Such minimum warranty includes all firmware and software updates within warranty period. Parts and related software will be free from defects in material and workmanship for one year. If a product fails because of a defect in workmanship or materials within one year from the date of acceptance by Purchasing Entity, manufacture shall repair or replace the product or part with a new product or part without charge to Purchasing Entity. 3.3 ADDITIONAL WARRANTY OPTIONS – See BK Technologies Products/Services Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all warranty options. 3.4 AVAILABLE SERVICES – See BK Technologies Products/Services Pricing document on the NASPO ValuePoint website for descriptions and pricing for all available services. 3.5 ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services, acting as the lead state, reserves the right to modify the Public Safety Radio Products included in this Cooperative Purchasing Master Agreement; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this competitively procured Cooperative Purchasing Master Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the requirement for cooperative purchasing agreements to be subject to competitive procurement. 3.6 PRODUCT UPDATES. Upon approval, Contractor may update their products/pricelist on a semi- annual basis. Contractor must submit to the Lead Contract Administrator a revised product/pricelist highlighting changes and include an effective date of the change. At no time during the contract term shall products be deleted from the products/pricelist. Discontinued products/services must be struck-through and highlighted for ease of review process. Product/pricelist updates must be submitted for review and approval to the Lead Contract Administrator thirty (30) days prior to the effective date of the change. All products/pricelist will be posted on the NASPO ValuePoint website. Product updates for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 1st to be eligible for product updates effective January 1st. Additional product COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 5 (Rev. 2020-03-11) updates may be considered for approval with proper 30 day notice at the discretion of the Lead State. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st July 1-December 31 December 1 st January 1st 3.7 ECONOMIC ADJUSTMENTS. All pricing must be guaranteed for the first year of the Cooperative Purchasing Master Agreement. Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating the reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturer’s national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published manufacturer’s price list. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM’s published manufacturer’s price list, including renewal options, the Lead State shall be notified immediately. All published manufacturer’s price list price reductions shall be effective upon the notification provided to the Lead State. Enterprise Services reserves the right to request clarification and justification for requested Economic Adjustments. Economic Price Adjustment requests for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 1st to be eligible for product updates effective January 1st. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st July 1-December 31 December 1st January 1st 3.8 PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth approved and posted on the NASPO ValuePoint website. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 6 (Rev. 2020-03-11) 3.9 COOPERATIVE PURCHASING MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain and provide information regarding this Cooperative Purchasing Master Agreement, including scope and pricing, to eligible Purchasing Entity. 3.10 CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the Cooperative Purchasing Master Agreement and also for the successful performance of any and all of their partners. Contractor is to be the sole point of contact as applicable by Cooperative Purchasing Master Agreement with regard to contractual matters, payment of any and all charges resulting from the purchase of the products and maintenance of the product for the term of the Cooperative Purchasing Master Agreement unless otherwise specified by a Participating State in a Participating Addendum and/or the Cooperative Purchasing Master Agreement. Contractor must be able to receive, process, and invoice orders unless the Participating State has agreed to assign these functions to a partner. Contractor will be responsible for compliance with requirements under the Cooperative Purchasing Master Agreement, even if requirements are delegated to partners. Contractor and partners must not in any way represent themselves in the name of the Lead State, NASPO ValuePoint or Participating States. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Master Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Master Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1 QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that, within fifteen (15) days of executing any Participating Addendum and prior to making any sales pursuant to such Participating Addendum, Contractor shall be in good standing and qualified to do business in such state and that Contractor properly shall have registered to do business in such state, shall possess and shall keep current all required licenses and/or approvals, and that it shall be current, in full compliance, and have paid all applicable taxes owed to such state. 4.2 SUSPENSION &DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3 QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or services sold pursuant to this Cooperative Purchasing Master Agreement shall be merchantable, shall conform to this Cooperative Purchasing Master Agreement and Purchasing Entity’s Purchase Order, shall be fit and safe for the intended purposes, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that the same shall be delivered and the services provided free of liens and encumbrances and that the same do not infringe any third party patent. Upon breach of COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 7 (Rev. 2020-03-11) warranty, Contractor will repair or replace (at no charge to Purchasing Entity) any goods and/or services whose nonconformance is discovered and made known to the Contractor. If, in Purchasing Entity’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs. 4.4 WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Cooperative Purchasing Master Agreement and the three (3) year period immediately preceding the award of the Cooperative Purchasing Master Agreement, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52. 4.5 PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement entered into pursuant to this Cooperative Purchasing Master Agreement. 4.6 EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Cooperative Purchasing Master Agreement, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.7 PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasing Entity’s employees. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 8 (Rev. 2020-03-11) 4.8 WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Cooperative Purchasing Master Agreement, Contractor shall maintain an accurate profile in WEBS. 4.9 STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment. 4.10 COOPERATIVE PURCHASING MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Cooperative Purchasing Master Agreement with eligible Purchasing Entity and to ensure that those entities that utilize this Cooperative Purchasing Master Agreement are eligible Purchasing Entity. Contractor understands and acknowledges that neither Enterprise Services nor Purchasing Entity are endorsing Contractor’s goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchasing Entity, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.11 COOPERATIVE PURCHASING MASTER AGREEMENT TRANSITION. Contractor represents and warrants that, in the event this Cooperative Purchasing Master Agreement or a similar contract, is transitioned to another contractor (e.g., Cooperative Purchasing Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. 4.12 SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEALERS. MANUFACTURER’S REPRESENTATIVE (PARTNERS). If utilizing partners, Contractor is responsible for such partners providing products and services, as well as warranty and maintenance services for any product or solution such partners provide pursuant to this Cooperative Purchasing Master Agreement. Pursuant to their applicable Participating Addendum, each Participating Entity may allow or disallow Contractor to utilize Partners. Only partners approved by the Participating Entity may be utilized. The Participating Entity will define the process to add and remove partners in their Participating Addendum. 5. USING THE COOPERATIVE PURCHASING MASTER AGREEMENT –PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchasing Entity also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchasing Entity Order”). All order documents must reference the Cooperative Purchasing Master Agreement number. The terms of this Cooperative Purchasing Master Agreement shall apply to any Purchase Order, and, in the event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click- agreement,’ software or web-based application terms and conditions, or other agreement modify the terms and conditions of this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 9 (Rev. 2020-03-11) (a) All order documents must, at a minimum, reference the Cooperative Purchasing Master Agreement number; The place and requested time of delivery; A billing address; The name, phone number, and address of the Participating Entity representative. (b) All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Participating Entity’s purchasing office, or to such other individual identified in writing in the Order. (c) Orders must be placed pursuant to this Cooperative Purchasing Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days thereafter. (d) Notwithstanding the expiration, cancellation or termination of this Cooperative Purchasing Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Cooperative Purchasing Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Cooperative Purchasing Master Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Cooperative Purchasing Master Agreement, the Purchase Order used by Purchasing Entity, or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchasing Entity’s normal work hours and within the time period mutually agreed in writing between Purchasing Entity and Contractor at the time of order placement. Deliveries to be off-loaded at Purchasing Entity’s receiving dock or designated job site by Contractor. (b) Contractor shall ship all goods purchased pursuant to this Master Agreement FOB Purchasing Entity’s specified destination. Shipping charges must be mutually agreed to between Purchasing Entity and Contractor, and shall be added as a separate line item on the Contractor’s invoice. Contractor shall bear all risk of loss, damage, or destruction of the goods ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchasing Entity’s fault or negligence. (c) All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 10 (Rev. 2020-03-11) construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number. (d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Cooperative Purchasing Master Agreement shall be identified by the Cooperative Purchasing Master Agreement number set forth on the cover of this Cooperative Purchasing Master Agreement and the applicable Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. (e) Purchasing Entities may return unopened or unused (non-specialty) Public Safety Radio products within ten (10) business days of receipt for full credit, minus any freight or restocking fee. In such event, Contractor is responsible for shipping costs pertaining to any defective Public Safety Radio Products that are returned. 5.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or services purchased under this Cooperative Purchasing Master Agreement are subject to Purchasing Entity’s reasonable inspection, testing, and approval at Purchasing Entity’s destination. Purchasing Entity reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Cooperative Purchasing Master Agreement and Purchasing Entity’s Purchase Order. Purchasing Entity may charge Contractor for the cost of inspecting rejected goods. If there are any apparent defects in the goods and/or services at the time of delivery, Purchasing Entity will notify Contractor within 5 business days. At Purchasing Entity’s option, and without limiting any other rights, Purchasing Entity may require Contractor to repair or replace, at Contractor’s expense, any or all of the damaged goods and/or services or, at Purchasing Entity’s option, Purchasing Entity may note any damage to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. (a) All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Cooperative Purchasing Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when the Public Safety Radio Products are put to use. Acceptance of such Public Safety Radio Products may be revoked in accordance with the provisions of the applicable commercial code, and Contractor shall be liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of any Public Safety Radio Products rejected and returned, or for which Acceptance is revoked. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 11 (Rev. 2020-03-11) (b) If any Public Safety Radio Products do not conform to the specifications, the Purchasing Entity may require the Contractor to repair or replace the Public Safety Radio Product in conformity with the specifications. 5.4. ON SITE REQUIREMENTS. While on Purchasing Entity’s premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchasing Entity’s physical, fire, access, safety, and other security requirements. 5.5. INSTALLATION. Installation shall be performed by Contractor in a professional manner in accordance with industry standard best practices. The premises shall be left in a neat, clean, and undamaged condition. Purchasing Entity reserves the right to require Contractor to repair any damage caused during installation or provide full compensation as determined by Purchasing Entity. 5.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning Enterprise Services/the State of Washington or Purchasing Entity’s information which may be classified as confidential, for any purpose not directly connected with the administration of this Cooperative Purchasing Master Agreement, except with prior written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be required by law. 5.7. TREATMENT OF ASSETS. Title to all property furnished by any Participating State or Purchasing Entity shall remain with such Participating State or Purchasing Entity, as applicable. Any property of any Participating State and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating State and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Master Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating State or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating State or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating State or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating State or Purchasing Entity all property of such Participating State or Purchasing Entity prior to settlement upon completion, termination, or cancellation of this Cooperative Purchasing Master Agreement. Title to all property furnished by Contractor, the cost for which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in the Purchasing Entity upon delivery of such property by Contractor and acceptance by the Purchasing Entity. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in the Purchasing Entity upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by the Purchasing Entity in whole or in part, whichever first occurs. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. Title to software shall not pass to Purchasing but shall be licensed. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. 5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Cooperative Purchasing Master Agreement requires software or firmware to operate, Purchasing Entity and Contractor will mutually COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 12 (Rev. 2020-03-11) agree to Contractor’s Software License Agreement that will apply to such transactions. Contractor’s software license agreement shall not conflict with the terms and conditions of this Cooperative Purchasing Master Agreement or specific security requirements of Purchasing Entity 5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Contract requires subscription services to operate, Purchasing Entity and Contractor will mutually agree to Contractor’s Software License Agreement that will apply to such transactions. Contractor’s Subscription Services Agreement shall not conflict with the terms and conditions of this Master Agreement or the specific security requirements of Purchasing Entity. 6. INVOICING &PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity’s designated invoicing contact properly itemized invoices. Such invoices shall itemize the following: (a) Cooperative Purchasing Master Agreement No. 00318 (b) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative) (c) Contractor’s Federal Tax Identification Number (d) Date(s) of delivery (e) Applicable foods/services (f) Invoice amount; and (g) Payment terms, including any available prompt payment discounts. Contractor’s invoices for payment shall reflect accurate Cooperative Purchasing Master Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity. Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchasing Entity shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 6.4. NO ADVANCE PAYMENT. No advance payment shall be made for the products and services furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement; Provided, however, that the parties agree that maintenance payments, if any, may be made on a quarterly basis at the beginning of each quarter. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 13 (Rev. 2020-03-11) 6.5. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Cooperative Purchasing Master Agreement. Failure to do so shall constitute breach of this Cooperative Purchasing Master Agreement. Unless otherwise agreed, Purchasing Entity shall pay applicable sales tax imposed by the State of Washington on purchased goods and/or services. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchasing Entity, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes. 7. CONTRACT MANAGEMENT. 7.1. CONTRACT ADMINISTRATION &NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Cooperative Purchasing Master Agreement. Enterprise Services’ contract administrator shall provide Cooperative Purchasing Master Agreement oversight. Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Cooperative Purchasing Master Agreement. The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services BK Technologies, Inc. Attn: Contract Administrator 00318 Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-2218 Email: DESContractsTeamCypress@des.wa.gov Attn: Carolyn French Contract Administrator 7100 Technology Drive West Melbourne, FL 32904 Tel: (321) 237-1306 Email: cfrench@bktechnologies.com / contracts@bktechnologies.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchasing Entity issues pertaining to this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 14 (Rev. 2020-03-11) 7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services BK Technologies, Inc. Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Attn: Carolyn French Contract Administrator 7100 Technology Drive West Melbourne, FL 32904 Tel: (321) 237-1306 Email: cfrench@bktechnologies.com / contracts@bktechnologies.com Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS. 8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Cooperative Purchasing Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). 8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Participating Entity name; (4) Participating Entity bill-to and ship-to locations; (4) Participating Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; and (8) line item description, including product number if used. Reports are due on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Cooperative Purchasing Master Agreement. 8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with, and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 15 (Rev. 2020-03-11) 8.4. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Cooperative Purchasing Master Agreement. Enterprise Services and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8.5. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as well as Orders or transaction data relating to Orders under this Cooperative Purchasing Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates, shall be Confidential Information. Contractor shall hold Confidential Information in confidence and shall not transfer or otherwise disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Cooperative Purchasing Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Cooperative Purchasing Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 9. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW 9.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Cooperative Purchasing Master Agreement, including the competitive nature of NASPO ValuePoint procurements, the Cooperative Purchasing Master Agreement and Participating Addendum process, and the manner in which qualifying entities can participate in the Cooperative Purchasing Master Agreement. 9.2. LOGOS. NASPO VALUEPOINT logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. 9.3. ANNUAL SUPPLIER REVIEW. Contractor agrees to participate in an annual supplier performance review at a location (virtual or in-person) selected by Enterprise Services and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. The 2022 Annual Supplier Business Review requires in-person attendance. Any subsequent Annual Supplier Business Review meetings may be attended virtually or in-person. 10. ADMINISTRATIVE FEES. 10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25%) of the quarterly sales by participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing submitted with the bid. 10.2. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 16 (Rev. 2020-03-11) made a part of the Cooperative Purchasing Master Agreement. The Contractor may adjust the Cooperative Purchasing Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage, or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee set forth above shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 11. RECORDS RETENTION &AUDITS. 11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Cooperative Purchasing Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.2. AUDIT. Upon reasonable advance written notice, Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasing Entity and that Contractor has paid all applicable vendor management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Cooperative Purchasing Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchasing Entity, Contractor shall reimburse Purchasing Entity for any overpayments inconsistent with the terms of this Cooperative Purchasing Master Agreement or orders, at a rate of 100% of such overpayment, found as a result of the examination of the Contractor’s records. 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the Term of this Cooperative Purchasing Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit A – Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 17 (Rev. 2020-03-11) provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Cooperative Purchasing Master Agreement. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to Enterprise Services a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to Enterprise Services that (1) names the State of Washington and Enterprise Services as additional insureds, (2) provides for written notice of cancellation delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. 13. PUBLIC INFORMATION.This Cooperative Purchasing Master Agreement, all related documents, and all records created as a result of the Cooperative Purchasing Master Agreement are subject to public disclosure as required by Washington’s Public Records Act, RCW 42.56. In addition, Participating Addendums and related records shall be subject to public disclosure as required by applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the extent that any such Contractor document or record – in whole or in part – includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record – the exempted or protected portions only – with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor’s failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 14. DEFAULTS AND REMEDIES 14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s operations under this Cooperative Purchasing Master Agreement immediately by written cure notice of any default. Contractor may be required to submit to Enterprise Services, a written cure plan within five (5) business days of Suspension notifications. Suspension shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s rights under this Cooperative Purchasing Master Agreement. All of Contractor’s obligations to Enterprise Services and Purchasing Entity survive termination of Contractor’s rights under this Cooperative Purchasing Master Agreement, until such obligations have been fulfilled. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 18 (Rev. 2020-03-11) 14.2. DEFAULT. Each of the following events shall constitute default of this Cooperative Purchasing Master Agreement by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Cooperative Purchasing Master Agreement; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 14.3. REMEDIES forDEFAULT. (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Cooperative Purchasing Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasing Entity replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Cooperative Purchasing Master Agreement price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement. (c) Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Cooperative Purchasing Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in this Cooperative Purchasing Master Agreement shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 14.4. LIMITATIONON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Participating Entity be liable to the other for exemplary or punitive damages. 14.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement if, during the term hereof, Enterprise Services’ procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Cooperative Purchasing Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 19 (Rev. 2020-03-11) effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. (b) Termination for Convenience. Enterprise Services, for convenience, may terminate this Cooperative Purchasing Master Agreement; Provided, however, that such termination for convenience must, in Enterprise Services’ judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for convenience shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for convenience, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. 15. CLAIMS. 15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents in connection with its operations under this Cooperative Purchasing Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all damage to any Purchasing Entity’s property resulting directly or indirectly from its acts or omissions under this Cooperative Purchasing Master Agreement, even if not attributable to negligence by Contractor or its agents. 15.2. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and their respective employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except claims caused solely by Enterprise Services, any Purchasing Entity, or NASPO’s’ negligence. Contractor shall take all steps needed to keep Purchasing Entity’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement. 16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 20 (Rev. 2020-03-11) to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 17. GENERAL PROVISIONS. 17.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Cooperative Purchasing Master Agreement. 17.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 17.3. INTEGRATED AGREEMENT. This Cooperative Purchasing Master Agreementconstitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 17.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party. 17.5. AUTHORITY. Each party to this Cooperative Purchasing Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Cooperative Purchasing Master Agreement and that its execution, delivery, and performance of this Cooperative Purchasing Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.6. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Cooperative Purchasing Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. 17.7. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master Agreement without Enterprise Services’ prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor (a) provides written notice to Enterprise Services within thirty (30) days of such event and (b) timely executes Enterprise Services’ Assignment, Assumption, and Consent Agreement, Contractor may assign its rights under this Cooperative Purchasing Master Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Cooperative Purchasing Master Agreement notwithstanding any prior assignment of its rights. 17.8. BINDING EFFECT; SUCCESSORS &ASSIGNS. This Cooperative Purchasing Master Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 17.9. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and/or services provided in Washington for the purpose of carrying out the COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 21 (Rev. 2020-03-11) Contractor’s obligations under this Cooperative Purchasing Master Agreement, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 17.10. FEDERAL FUNDS. To the extent that any Purchasing Entity uses federal funds to purchase goods and/or services pursuant to this Cooperative Purchasing Master Agreement, such Purchasing Entity shall specify, with its Purchase Order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery of such goods and/or services to Purchasing Entity. 17.11. SEVERABILITY. If any provision of this Cooperative Purchasing Master Agreement is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Cooperative Purchasing Master Agreement, and to this end the provisions of this Cooperative Purchasing Master Agreement are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Cooperative Purchasing Master Agreement. 17.12. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Cooperative Purchasing Master Agreement, nor shall any purported oral modification or rescission of this Cooperative Purchasing Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 17.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Cooperative Purchasing Master Agreement shall survive and remain in effect following the expiration or termination of this Cooperative Purchasing Master Agreement, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 17.14. GOVERNING LAW. The validity, construction, performance, and enforcement of this Cooperative Purchasing Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Cooperative Purchasing Master Agreement or Order placed pursuant to such Participating Addendum shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State. 17.15. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Cooperative Purchasing Master Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any claim, dispute, or action concerning any Order placed against the Cooperative Purchasing Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 22 (Rev. 2020-03-11) 17.16. SOVEREIGN IMMUNITY. In no event shall this Cooperative Purchasing Master Agreement, any Participating Addendum or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. 17.17. ATTORNEYS’FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Cooperative Purchasing Master Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 17.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Cooperative Purchasing Master Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Cooperative Purchasing Master Agreement. Each party hereto and its counsel has reviewed and revised this Cooperative Purchasing Master Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Cooperative Purchasing Master Agreement. Each term and provision of this Cooperative Purchasing Master Agreement to be performed by either party shall be construed to be both a covenant and a condition. 17.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Cooperative Purchasing Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Cooperative Purchasing Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Cooperative Purchasing Master Agreement. 17.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Cooperative Purchasing Master Agreement in their entirety. 17.21. CAPTIONS & HEADINGS. The captions and headings in this Cooperative Purchasing Master Agreement are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Cooperative Purchasing Master Agreement nor the meaning of any provisions hereof. 17.22. ELECTRONIC SIGNATURES. An electronic signature of this Cooperative Purchasing Master Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Cooperative Purchasing Master Agreement or such other ancillary agreement for all purposes. COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES &SOLUTIONS 23 (Rev. 2020-03-11) 17.23. COUNTERPARTS. This Cooperative Purchasing Master Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Cooperative Purchasing Master Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Cooperative Purchasing Master Agreement. EXECUTED as of the date and year first above written. STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES BK TECHNOLOGIES,INC. A NEVADA CORPORATION By: Elena McGrew By: Carolyn French Its: Acting Statewide Enterprise Procurement Manager Its: Contract Administrator COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 24 (Rev. 2020-03-11) Exhibit A INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Cooperative Purchasing Master Agreement, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS’ COMPENSATION INSURANCE. Contractor shall comply with applicable Workers’ Compensation or Industrial Accident insurance providing benefits as required by law. c. EMPLOYERS’ LIABILITY (STOP GAP)INSURANCE. Employers’ liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are the minimum. Contractor’s insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington’s Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best’s Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Commercial General Liability, Commercial Automobile Liability, and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasing Entity (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Cooperative Purchasing Master Agreement, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 25 (Rev. 2020-03-11) furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. All certificates of Insurance and any related insurance documents shall be delivered to Enterprise Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the address or email address set forth below or to such other address or email address as Enterprise Services may specify in writing: US Mail: Contracts & Procurement – Cooperative Purchasing Master Agreement Insurance Certificate Cooperative Purchasing Master Agreement No. 00318 – Public Safety Communications Products, Services and Solutions Attn: Team Cypress Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-141 Email: DESContractsTeamCypress@des.wa.gov Note: For Email notice, the Email Subject line must state: Cooperative Purchasing Master Agreement Insurance Certificate – Cooperative Purchasing Master Agreement No. 00318 – Public Safety Communications Products, Services and Solutions 5. PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchasing Entity. All insurance or self-insurance of the State of Washington and/or Purchasing Entity shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies with all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor’s liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchasing Entity for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 26 (Rev. 2020-03-11) shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather than occurrence), CONTRACTOR shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Cooperative Purchasing Master Agreement. 00318 NVP-MA-BKTechnologies-Final-BK Final Audit Report 2021-11-03 Created:2021-10-29 By:Neva Peckham (neva.peckham@des.wa.gov) Status:Signed Transaction ID:CBJCHBCAABAAPpulH-VuSWfQLbG4LTC4IWu_CYM1MAZs "00318 NVP-MA-BKTechnologies-Final-BK" History Document created by Neva Peckham (neva.peckham@des.wa.gov) 2021-10-29 - 4:34:07 PM GMT- IP address: 198.238.242.30 Document emailed to Elena McGrew (elena.mcgrew@des.wa.gov) for signature 2021-10-29 - 4:34:39 PM GMT Email viewed by Elena McGrew (elena.mcgrew@des.wa.gov) 2021-11-03 - 5:32:54 AM GMT- IP address: 104.47.65.254 Document e-signed by Elena McGrew (elena.mcgrew@des.wa.gov) Signature Date: 2021-11-03 - 5:43:29 AM GMT - Time Source: server- IP address: 198.238.242.30 Agreement completed. 2021-11-03 - 5:43:29 AM GMT COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 1 (Rev 2020-02-24) COMPETITIVE SOLICITATION – NO. 00318 COOPERATIVE PURCHASING MASTER AGREEMENT FOR PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS INTRODUCTION The Washington State Department of Enterprise Services (Enterprise Services) is issuing this Competitive Solicitation pursuant to RCW chapter 39.26. Pursuant to this Competitive Solicitation, Enterprise Services intends to conduct a competitive procurement to establish and award nationwide Cooperative Purchasing Master Agreements for eligible purchasers to purchase Public Safety Communication Products, Services and Solutions (“Public Safety Radio”). The Cooperative Purchasing Master Agreements will be awarded as set forth in this Competitive Solicitation. Cooperative Purchasing Agreement: Pursuant to RCW 39.26.060, Enterprise Services is authorized to participate in, sponsor, conduct, or administer a cooperative purchasing agreement for the procurement of any goods or services with one or more states, state agencies, local governments, local government agencies, federal agencies, or tribes located in Washington, in accordance with an agreement entered into between the participants. Enterprise Services, pursuant to an agreement with NASPO ValuePoint Cooperative Purchasing Program, is serving as ‘Lead State’ in conducting the competitive procurement and resulting Cooperative Purchasing Master Agreement for Public Safety Radio. Enterprise Services intends to use the solicitation to establish Cooperative Purchasing Master Agreements with qualified Bidders to provide Public Safety Radio for Washington State and all NASPO ValuePoint Participating States and authorized Participating Entities. NASPO ValuePoint. NASPO ValuePoint is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group- contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites: www.naspovaluepoint.org and www.naspo.org. Participating Entities. The resulting Cooperative Purchasing Master Agreement(s) from this solicitation will be available for use by the State of Washington and any NASPO ValuePoint cooperative purchasing member – i.e., any state, the District of Columbia, or territory of the United States (collectively “State”). COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 2 (Rev 2020-02-24) Participation shall be through a Participation Addendum to participate in the Cooperative Purchasing Master Agreement(s); Provided, however, that such Participating Addendum must be executed by the chief procurement official for the applicable State which may authorize local participation in accordance with applicable State law; and Provided further, that such Participating Addendum shall not change the terms and conditions set forth in the Cooperative Purchasing Master Agreement(s). Any State that executes such Participating Addendum is a ‘Participating State,’ and its authorized participants (purchasers) are ‘Purchasing Entities.’ Some local governments, political subdivisions, and other authorized entities under the applicable state may be permitted by the chief procurement official to execute a Participating Addendum and also become a Participating Entity. PARTICIPATING STATES. In addition to Washington, the Lead State conducting this Competitive Solicitation, the following Participating States have requested to be named in this Competitive Solicitation as potential users of the resulting Cooperative Purchasing Master Agreement(s): Alaska Maryland Utah California Montana Vermont Colorado New Mexico Wisconsin Florida Oklahoma Hawaii Oregon Illinois South Dakota Other States may choose to execute a Participating Addendum, as set forth herein, after award of the Cooperative Purchasing Master Agreement(s). Some States may have included additional special or unique state terms and conditions that will govern their Participating Addendum. These terms and conditions are being provided as a courtesy to Bidders to indicate which additional terms and conditions may be incorporated into the Participating Addendum of such states after award of the Cooperative Purchasing Master Agreement(s). The Lead State will not address questions or concerns or negotiate other States’ terms and conditions. The Participating States shall negotiate these terms and conditions directly with the awarded Bidder. Awarded Bidders have no obligation to agree to any substantive terms and conditions set forth in a Participating Addendum that have not been set forth in this Competitive Solicitation. The form of the Participating Addendum for the State of Washington as well as the Participating Addendum template(s) or Special Terms and Conditions for other Participating or Purchasing Entities is attached as exhibits: Exhibit E-1 Participating Addendum – State of Washington (Lead State) Exhibit E-2 Participating Addendum – State of Oregon Exhibit E-3 Terms and Conditions – State of Vermont Exhibit E-4 Terms and Conditions – State of New Mexico Exhibit E-5 Terms and Conditions – State of Montana Exhibit E-6 Terms and Conditions – State of Hawaii Exhibit E-7 Terms and Conditions – State of Utah Exhibit E-8 Terms and Conditions – State of California Exhibit E-9 Terms and Conditions – State of Illinois COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 3 (Rev 2020-02-24) Exhibit E-10 Participating Addendum – State of Wisconsin Exhibit E-11 Terms and Conditions – State of Maryland Exhibit E-12 Terms and Conditions – State of Alaska This Competitive Solicitation is divided into six (6) sections:  Section 1 provides a summary table of relevant deadlines for responding to the Competitive Solicitation and identifies contact information for Enterprise Services’ Procurement Coordinator  Section 2 provides important information about the procurement that is designed to help interested Bidder’s evaluate the potential opportunity, including the purpose of the procurement and the Cooperative Purchasing Master Agreement, the form of the resulting the Cooperative Purchasing Master Agreement, and potential contract sales.  Section 3 identifies how Enterprise Services will evaluate the bids.  Section 4 identifies how to prepare and submit a bid for this Competitive Solicitation, including detailed instructions regarding what to submit and how to submit your bid.  Section 5 details the applicable requirements to file a complaint, request a debrief conference, or file a protest regarding this Competitive Solicitation.  Section 6 provides information pertaining to doing business with the State of Washington. In addition, this Competitive Solicitation includes the following Exhibits:  Exhibit A – Required Bidder Information: These exhibits identify information that Bidders must provide to Enterprise Services to constitute a responsive bid. See Section 4, below. o Exhibit A-1 – Bidder Certification o Exhibit A-2 – Bidder Profile  Exhibit B – Technical/Performance Requirements: This exhibit outlines the required specifications/qualifications for the Public Safety Radio that is/are the subject of this Competitive Solicitation. o Exhibit B-1 Mandatory Technical Requirements o Exhibit B-2 System Solutions Narratives o Exhibit B-3 Experience, Qualifications, Certifications, and Services o Exhibit B-4 References  Exhibit C – Bid Price: This exhibit provides the pricing information that Bidders will complete as part of their bid and the price evaluation tool that Enterprise Services will use to evaluate and compare bids.  Exhibit D – Cooperative Purchasing Master Agreement: This exhibit is a draft of the Cooperative Purchasing Master Agreement that any successful Bidder will execute with Enterprise Services.  Exhibit D-1 Cooperative Purchasing Master Agreement Issues List. This exhibit provides a template for submitting any issues/concerns with the Cooperative Purchasing Master Agreement attached as Exhibit D. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 4 (Rev 2020-02-24)  Exhibit E – Historical Sales and Other State Information. This exhibit provides other states historical sales and unique terms & conditions that are negotiated with that state as a part of the Participating Addendum process. SECTION 1 – DEADLINES, QUESTIONS, PROCUREMENT COORDINATOR, AND MODIFICATION This section identifies important deadlines for this Competitive Solicitation and where to direct questions regarding the Competitive Solicitation. 1.1. COMPETITIVE SOLICITATION DEADLINES. The following table identifies important dates for this Competitive Solicitation: COMPETITIVE SOLICITATION DEADLINES ITEM DATE Competitive Solicitation Posting Date: November 16, 2020 Pre-Bid Conference Date and Instructions: December 2, 2020 https://www.eventbrite.com/e/public- safety-communications-pre-bid-conferences- tickets-127043742253 1) Pre-Bid Conference registration is open from November 16-23, 2020. 2) All Pre-Bid Conference attendees must register using the link above. 3) A total of five (5) attendees from each company may register. 4) All attendees from each company must register individually. 5) One (1) week prior to the Pre-Bid Conference, all registered attendees will receive a link and instructions for attendance. 6) The Pre-Bid Conference will be recorded. Question & Answer Period: November 16 – January 15, 2021 Deadline for submitting Bids: January 25, 2021 Bid Evaluation: February 1 – February 26, 2021 Anticipated Announcement of Apparent Successful Bidders (s): March 10, 2021 Anticipated Award of Cooperative Purchasing Master Agreement(s): March 19, 2021 Cooperative Purchasing Master Agreement Negotiations: March 22, 2021 through May 31, 2021 Cooperative Purchasing Master Agreement Start Date: July 1, 2021 COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 5 (Rev 2020-02-24) The solicitation (and award of the Cooperative Purchasing Master Agreements) is subject to complaints, debriefs, and protests, which may impact the dates set forth above. 1.2. COMPETITIVE SOLICITATION QUESTIONS. Questions or concerns regarding this Competitive Solicitation must be directed to the following Procurement Coordinator: Procurement Coordinator Name: Neva Peckham Telephone: 360-407-2218 Email: DESContractsTeamCypress@des.wa.gov Questions raised at the pre-bid conference and during the Q&A period will be answered and responses posted to Washington’s Electronic Business Solutions (WEBS). 1.3. COMPLAINTS, DEBRIEFS, & PROTESTS. The Competitive Solicitation (and award of any Cooperative Purchasing Master Agreement) is subject to complaints, debriefs, and protests as explained in Section 5, which may impact the dates set forth above. 1.4. COMPETITIVE SOLICITATION – AMENDMENT & MODIFICATION. Enterprise Services reserves the right to amend and modify this Competitive Solicitation. Only Bidders who have properly registered and downloaded the original Competitive Solicitation directly via Washington’s Electronic Business Solutions (WEBS) will receive notifications of amendments and other correspondence pertinent to this Competitive Solicitation. Bidders must be registered in WEBS to be awarded a Cooperative Purchasing Master Agreement. Visit WEBS to register. SECTION 2 – INFORMATION ABOUT THE PROCUREMENT This section describes the purpose of the Competitive Solicitation and provides information about this procurement, including the potential scope of the opportunity. 2.1. PURPOSE OF THE PROCUREMENT – AWARD COOPERATIVE PURCHASING MASTER AGREEMENTS. The purpose of this Competitive Solicitation is to receive competitive bids to evaluate and, as appropriate, award nationwide Cooperative Purchasing Master Agreements for Public Safety Radio. Enterprise Services intends to award Cooperative Purchasing Master Agreement(s) to Manufacturers by category/sub-category. Bidders may choose to submit a bid to any or all of the categories/sub-categories. The Categories and Allowable Awards are as follows: CATEGORY ALLOWABLE AWARD 1. Radio (P-25)* Manufacturers** 2. Conventional Analog Portable (Non-P25) Manufacturers 3. Vehicular Repeater Systems (VRS) P25 Manufacturers 4. Dispatch Consoles Manufacturers 5. Microwave Radio Manufacturers 6. Interoperability Gateway Devices Manufacturers 7. Power Supply Products & Solutions Authorized Resellers*** COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 6 (Rev 2020-02-24) 8. Test Equipment Manufacturers 9. Monitoring & Alarm Equipment Manufacturers 10. Furniture, Dispatch Console Manufacturers 11. Equipment Shelters Manufacturers 12. Towers Manufacturers *Enterprise Services intends to award Cooperative Purchasing Master Agreement(s) for Radio System Solutions to qualifying Radio Manufacturers. Radio Manufacturers awarded the Base Station Repeater (Sub-Category 1.7) and Dispatch Console (Category 4) are considered qualifying Manufacturer and may have the opportunity to offer a complete (turnkey) radio system solution. System solution may include a system upgrade or a new system. System solution Bidders will be responsible for all components of a solution. **For purposes of this Cooperative Purchasing Master Agreement, Manufacturer is defined as a company that, as one of its primary functions, designs, assembles, owns the trademark/patent and markets branded products. ***Enterprise Services intends to award Cooperative Purchasing Master Agreements to authorized resellers by category/sub-category in Category 7 Power Supply Products and Solutions. Authorized resellers of power system products may choose to submit a bid for any or all of the categories/sub-categories. System solution providers will be responsible for all components of the solution. Authorized resellers may choose to respond to any or all categories/sub-categories in Category 7. 2.2. COOPERATIVE PURCHASING MASTER AGREEMENT. The form of the Cooperative Purchasing Master Agreement that will be awarded as a result of this Competitive Solicitation is attached as Exhibit D – Cooperative Purchasing Master Agreement. 2.3. CONTRACT TERM. As set forth in the attached Cooperative Purchasing Master Agreement for this Competitive Solicitation, the contract term is sixty (60) months. Bidders are to specify prices for the contract term. Cooperative Purchasing Master Agreements are subject to earlier termination. 2.4. ESTIMATED SALES. For prior Cooperative Purchasing Master Agreements, historical sales from 2012 - 2019 totaled approximately $899,401,791 for public safety radio among all eligible Purchasers. See Exhibit E Historical Sales for additional detail by Vendor and State. 2.5. WASHINGTON STATE PROCUREMENT PRIORITY & PREFERENCE. Enterprise Services will apply the following Washington State procurement priorities and preferences to this Competitive Solicitation which, as set forth in Section 3.9, will impact the evaluation of bids for this Competitive Solicitation: Executive Order 18-03: 50 points SECTION 3 – BID EVALUATION This section identifies how Enterprise Services will evaluate bids for this Competitive Solicitation. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 7 (Rev 2020-02-24) 3.1 OVERVIEW. Enterprise Services will evaluate bids for this Competitive Solicitation as described below.  Bidder responsiveness, performance requirements, price factors, and responsibility, will be evaluated based on the process described herein.  Any Bidder whose bid is determined to be non-responsive will be rejected and will be notified of the reasons for this rejection.  Enterprise Services reserves the right to: (1) Waive any informality; (2) Reject any or all bids, or portions thereof; (3) Accept any portion of the items bid unless the Bidder stipulates all or nothing in their bid; (4) Request clarification of any bid; (5) Cancel the Competitive Solicitation and re-solicit bids; and/or (6) Negotiate with the lowest responsive and responsible Bidder(s) to determine if such bid can be improved.  Enterprise Services will use the following process and evaluation criteria for an award of a Cooperative Purchasing Master Agreement: STEP ITEM POINTS Products Solutions 1 Responsiveness Pass/Fail Pass/Fail 2 Exhibit B-1 Mandatory Technical Requirements (per category/sub-category) Pass/Fail N/A 3 Exhibit B-2 System Solutions Narratives N/A 250 4 Exhibit B-3 Experience, Qualifications, Certifications, and Services 500 500 5 Exhibit B-4 References (per category/sub-category/solution) 250 250 TECHNICAL/PERFORMANCE POINTS AVAILABLE 750 750 6 Exhibit C Bid Price (per category/sub-category/solution) 300 300 COMBINED TECHNICAL/PERFORMANCE & BID PRICE POINTS AVAILABLE 1050 1300 7 Washington Preference - Executive Order 18-03 50 50 TOTAL AVAILABLE POINTS 1100 1350 8 Responsibility Analysis Pass/Fail Pass/Fail 9 Contract Negotiations Pass/Fail Pass/Fail 3.2 RESPONSIVENESS (STEP 1). Enterprise Services will review bids – on a pass/fail basis – to determine whether the bid is ‘responsive’ to this Competitive Solicitation. This means that Enterprise Services will review each bid to determine whether the bid is complete – i.e., does the bid include each of the required bid submittals, are the submittals complete, signed, legible. Enterprise Services reserves the right – in its sole discretion – to determine whether a bid is responsive – i.e., to determine a Bidder’s COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 8 (Rev 2020-02-24) compliance with the requirements specified in this Competitive Solicitation and to waive informalities in a bid. An informality is an immaterial variation from the exact requirements of the Competitive Solicitation, having no effect or merely a minor or negligible effect on quality, quantity, or delivery of the goods or performance of the services being procured, and the correction or waiver of which would not affect the relative standing of, or be otherwise prejudicial, to Bidders. Responsive bids will be evaluated as set forth herein. 3.3 MANDATORY TECHNICAL REQUIREMENTS EVALUATION (STEP 2). Enterprise Services will convene a team to review bids to determine whether each Bidder’s product(s) meet the performance requirements set forth in Exhibit B-1 – Category/Sub-Category Mandatory Technical Requirements. Enterprise Services reserves the right to request additional information or perform tests and measurements before selecting the Apparent Successful Bidder. A Bidder’s failure to provide requested information to Enterprise Services within ten (10) business days may result in disqualification. Failure to meet the mandatory technical requirements in a category/sub-category will not be further evaluated for the relevant category/sub-category. 3.4 SYSTEM SOLUTIONS NARRATIVE EVALUATION (STEP 3). Enterprise Services will convene a team to review and rate the bid narratives submitted for System Solution Narratives in Exhibit B-2. System Solutions are evaluated and awarded separately by category/sub-category. Average Evaluator ratings, using the guidelines below will determine awarded points. Bidder’s combined average rating will be divided by the available rating to determine the percentage of awarded points. The percentage will be multiplied by the number of points available to determine the Bidder’s total awarded points. For example: Average Evaluator Rating (65) / available rating (100) = Percentage of Points (65%) Percentage of Points (65%) X maximum points available (250) = Awarded points = 162.50 3.5 EXPERIENCE, QUALIFICATIONS, CERTIFICATIONS, AND SERVICES (STEP 4). Enterprise Services will convene a team to evaluate bid responses to Exhibit B-3 Experience, Qualifications, Certifications, and Services. Average Evaluator ratings, using the guidelines below will determine awarded points. Bidder’s average rating will be divided by the available rating to determine the percentage of awarded points. The percentage will be multiplied by the number of points available to determine the Bidder’s total awarded points. For example: Average Evaluator Rating (65) / maximum available rating (100) = Percentage of Points (65%) Percentage of Points (65%) X total points available (500) = Awarded points = 325.00 Quality of Response Scoring Guidelines Evaluator’s Rating Unacceptable Bid response fails to meet the requirement/solution, answer the question, or address the topic at hand. Bid response has multiple, significant weaknesses. 0 Marginal Bid response partially answers each section/requirements or minimally addresses the line item topic. Bid response has minimal strengths and some weaknesses. 20 COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 9 (Rev 2020-02-24) Quality of Response Scoring Guidelines Evaluator’s Rating Moderate Bid response answers most of the section/requirements and addresses most of the requirements, but does not provide a clear understanding of how the requirement/solution is met. Bid response has minimal strengths that clearly outweigh weaknesses. 40 Good Bid response answers all of the sections/requirements, meets the requirements and contains some strengths and/or only has minor weaknesses. 60 Excellent Bid response answers all of the sections/requirements completely, exceeds the requirements and exhibits a strong and unique approach with multiple strengths. 80 Outstanding Bid response answers all of the sections/requirements completely with additional information that vastly exceeds the requirement and exhibits a very strong and unique approach with multiple strengths. 100 3.6 REFERENCES (Step 5). Enterprise Services will convene a team to evaluate Bidder References. Two (2) references per category/sub-category/solution is required. Bidders are required to submit the reference form in Exhibit B-4 with their bid as instructed. References may be duplicated for each category/sub-category/solution if the work was similar in nature and scope. The combined average reference rating for all references will determine Bidder’s awarded points using the formula sample below: Average Evaluator Rating (3) / available rating (5) = Percentage of Points (60%) Percentage of Points (60%) X maximum points available (250) = Awarded points = 150.00 3.7 BID PRICING EVALUATION (STEP 6). Only Bidders who are responsive, meet the minimum mandatory requirements and score at least seventy percent (70%) of the total non-cost evaluation points will advance to the Bid Pricing Evaluation. Enterprise Services will evaluate bids – to identify the lowest evaluation total – by reviewing and comparing the submitted bid prices provided in Exhibit C. The lowest bid price in each category/sub-category will receive the maximum points available. Others will receive proportionately fewer points, using the formula below: Lowest Price/Higher Price X Maximum Available Points = Bidder’s Awarded Points 3.8 WASHINGTON STATE PROCUREMENT PRIORITIES & PREFERENCES (STEP 7). Enterprise Services will apply the following Washington State procurement priorities and preferences, as set forth below, to this Competitive Solicitation. EXECUTIVE ORDER 18.03 (WORKERS’ RIGHTS) - Procurement Preference for Executive Order 18-03 (Firms without Mandatory Individual Arbitration for Employees). Pursuant to RCW 39.26.160(3) (best value criteria) and consistent with Executive Order 18-03 – Supporting Workers’ Rights to Effectively Address Workplace Violations (dated June 12, 2018), Enterprise Services will evaluate bids for best value and will provide a bid preference in the amount of fifty (50) evaluation points to any Bidder who certifies, pursuant to the Bidder Certification attached as Exhibit A-1 – Bidder Certification, that their firm does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waiver. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 10 (Rev 2020-02-24) 3.9 RESPONSIBILITY ANALYSIS (STEP 8). For responsive bids, Enterprise Services will make reasonable inquiry to determine the responsibility of any Bidder. Enterprise Services will determine responsibility on a pass/fail basis. In determining responsibility, Enterprise Services will consider the following statutory elements:  The ability, capacity, and skill of the Bidder to perform the contract or provide the service required;  The character, integrity, reputation, judgment, experience, and efficiency of the Bidder;  Whether the Bidder can perform the contract within the time specified;  The quality of performance of previous contracts or services;  The previous and existing compliance by the Bidder with laws relating to the contract or services;  Whether, within the three-year period immediately preceding the date of the Competitive Solicitation, the Bidder has been determined by a final and binding citation and notice of assessment issued by the Washington State Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of chapter 49.46, 49.48, or 49.52 RCW; and  Such other information as may be secured having a bearing on the decision to award a Cooperative Purchasing Master Agreement. See RCW 39.26.160(2)(a)-(f). In addition, Enterprise Services may consider the following: Financial Information: Enterprise Services may request financial statements, credit ratings, references, record of past performance, clarification of Bidder’s offer, on-site inspection of Bidder's or subcontractor's facilities, or other information as necessary. Failure to respond to these requests may result in a bid being rejected as non-responsive. References: Enterprise Services reserves the right to use references to confirm satisfactory customer service, performance, satisfaction with service/product, knowledge of /service/industry and timeliness. Any negative or unsatisfactory reference can be reason for rejecting a Bidder as non-responsible. 3.10 ANNOUNCEMENT OF APPARENT SUCCESSFUL BIDDER. Enterprise Services will determine the Apparent Successful Bidder (“ASB”) per category/sub-category. The ASB will be the responsive and responsible Bidder (s) that best meet(s) the Competitive Solicitation requirements and presents the best total value, including price, as calculated consistent with the instructions set forth in Exhibit C – Bid Price, and other factors as set forth in this Competitive Solicitation. Designation as an ASB does not imply that Enterprise Services will issue an award for a Cooperative Purchasing Master Agreement to your firm. Rather, this designation allows Enterprise Services to perform further analysis and ask for additional documentation. The Bidder must not construe this as an award, COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 11 (Rev 2020-02-24) impending award, attempt to negotiate, etc. If a Bidder acts or fails to act as a result of this notification, it does so at its own risk and expense. Upon announcement of the ASB, Bidders may request a debrief conference as specified in Section 5. 3.11 AWARD OF A COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to protests, if any, Enterprise Services and the ASB will enter into a Cooperative Purchasing Master Agreement as set forth in Exhibit D – Cooperative Purchasing Master Agreement. An award, in part or full, is made and a contract formed by execution of the Cooperative Purchasing Master Agreement by Enterprise Services and the awarded Bidder. Enterprise Services reserves the right to award on an all-or-nothing consolidated basis. Following the award of the Cooperative Purchasing Master Agreement, all Bidders registered in WEBS will receive a Notice of Award delivered to the Bidder’s email address provided in the Bidder’s profile in WEBS. Cooperative Purchasing Master Agreement awards will be made to Bidders who: 1. Are responsive, and 2. Meet all the requirements of Exhibit B-1, and 3. Score seventy percent (70%) of the total technical/performance evaluation points, and 4. Total combined technical/performance and price points is equal to or greater than seventy percent (70%) of the highest Bidder’s score in category/sub-category/solution, and 5. Are responsible. 3.12 Bid Information Availability. Upon Enterprise Services’ announcement of ASB, all bid submissions and all bid evaluations are subject to public disclosure pursuant to Washington’s Public Records Act. See RCW 39.26.030(2). Upon Enterprise Services’ announcement of ASB, Enterprise Services will post all bid evaluations to Enterprise Services’ website. SECTION 4 – HOW TO PREPARE AND SUBMIT A BID FOR THIS COMPETITIVE SOLICITATION This section identifies how to prepare and submit your bid to Enterprise Services for this Competitive Solicitation. In addition, Bidders will need to review and follow the Competitive Solicitation requirements including those set forth in the exhibits, which identifies the information that Bidders must provide to Enterprise Services to constitute a responsive bid. By responding to this Competitive Solicitation and submitting a bid, Bidders acknowledge having read and understood the entire Competitive Solicitation and accept all information contained within this Competitive Solicitation. 4.1. PRE-BID CONFERENCE. Enterprise Services will host a Competitive Solicitation pre-bid conference as described in Section 1.1 of this Competitive Solicitation. Attendance is not mandatory. Bidders, however, are encouraged to attend and participate. The purpose of the pre-bid conference is to clarify the Competitive Solicitation as needed and raise any issues or concerns that Bidders may have. If changes to the Competitive Solicitation are required as a result of the pre-bid conference, the Procurement Coordinator will post an amendment to this Competitive Solicitation to WEBS. Assistance for disabled, blind, or hearing-impaired persons who wish to attend the pre-bid conference is available with prior arrangement by contacting the Procurement Coordinator. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 12 (Rev 2020-02-24) 4.2. BIDDER COMMUNICATIONS REGARDING THIS COMPETITIVE SOLICITATION. During the Competitive Solicitation process, all Bidder communications regarding this Competitive Solicitation must be directed to the Procurement Coordinator for this Competitive Solicitation. See Section 1.2 of this Competitive Solicitation. Bidders should rely only on this Competitive Solicitation and written amendments to the Competitive Solicitation issued by the Procurement Coordinator. In no event will oral communications regarding the Competitive Solicitation be binding. Bidders are encouraged to make any inquiry regarding the Competitive Solicitation as early in the process as possible to allow Enterprise Services to consider and, if warranted, respond to the inquiry. If Bidder does not notify Enterprise Services of an issue, exception, addition, or omission, Enterprise Services may consider the matter waived by the Bidder for protest purposes. If Bidder inquiries result in changes to the Competitive Solicitation, written amendments will be issued and posted on WEBS. Unauthorized contact regarding this Competitive Solicitation with other state employees involved with the Competitive Solicitation may result in Bidder disqualification. 4.3. PRICING. Bid prices must include all cost components needed for the delivery of the goods and/or services as described in this Competitive Solicitation. See Exhibit C – Bid Price. A Bidder’s failure to identify all costs in a manner consistent with the instructions in this Competitive Solicitation is sufficient grounds for disqualification. Inclusive Pricing: Bidders must identify and include all cost elements in their pricing. In the event that Bidder is awarded a Cooperative Purchasing Master Agreement, the total price for the goods and/or services shall be Bidder’s price as submitted. Except as provided in the Cooperative Purchasing Master Agreement, there shall be no additional costs of any kind. Credit Cards (P-Cards): In the event that Bidder is awarded a Cooperative Purchasing Master Agreement, the total price for the goods and/or services shall be the same regardless of whether Purchasers make payment by cash, credit card, or electronic payment. Bidder shall bear, in full, any processing or surcharge fees associated with the use of credit cards or electronic payment. 4.4. BID SUBMITTAL CHECKLIST – REQUIRED BID SUBMITTALS. This section identifies the bid submittals that must be provided to Enterprise Services to constitute a responsive bid. The submittals must be delivered as set forth below. Bids that do not include the submittals identified below may be rejected as nonresponsive. In addition, Bidder’s failure to complete any submittal as instructed may result in the bid being rejected. Bidders must identify any supplemental materials with the Bidder’s name. Bidder must submit required documents as described below:  EXHIBIT A-1 – BIDDER CERTIFICATION This document is the Bidder Certification. Complete the certification and submit it along with any exceptions or required explanations to Enterprise Services. Note: The Certification must be complete. Where there are choices, Bidder must check a box. The certification must be signed and submitted by a duly authorized representative for the Bidder. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 13 (Rev 2020-02-24)  EXHIBIT A-2 – BIDDER’S PROFILE This document is required Bidder information for Enterprise Services’ contract administration purposes. Complete as instructed and submit with bid to Enterprise Services.  EXHIBIT B-1 – MANDATORY TECHNICAL REQUIREMENTS Bidder must confirm that the goods meet or exceed the detailed specifications set forth in Exhibit B-1. Complete as instructed and submit with bid to Enterprise Services.  Exhibit B-2 System Solution Narratives. Bidder offering either a Radio Solution or a Power Supply Solutions must complete narrative responses to the system solutions as instructed in Exhibit B-2 and submit with bid to Enterprise Services.  Exhibit B-3 Experience, Qualifications, Certifications, and Services. Bidder must to complete the worksheet as instructed in Exhibit B-3 and submit with bid to Enterprise Services.  Exhibit B-4 References. Bidder must complete the reference form(s) as instructed in Exhibit B-4 References and submit with bid to Enterprise Services.  EXHIBIT C – BID PRICE Bidder is required to complete the price worksheet as instructed in Exhibit C – Bid Price and submit with bid to Enterprise Services. 4.5. BID FORMAT. Bids must be complete, legible, signed, and follow all instructions stated in the Competitive Solicitation (including the exhibits). Unless otherwise specified in writing by Enterprise Services, documents included with an electronic bid must be prepared in MS Word, MS Excel, or machine readable Adobe PDF. Documents must not be protected using a password to access. 4.6. SUBMITTING BIDS. You must submit one (1) electronic bid. Electronic bids must be emailed to DESContractsTeamCypress@des.wa.gov . Enterprise Services’ email boxes only can accept emails that total less than 30MB in size. Bidders are cautioned to keep email sizes to less than 25MB to ease delivery. Bidders may submit multiple electronic files to accommodate the email limits. Multiple electronic files must be labeled to easily identify Bidder and submission. For example; “00318 [foldername-documentname-Biddername]”. Zipped files cannot be accepted. Bid response must be separated into two folders, Technical/Performance and Bid Price. Technical/Performance Folder must include the following documents and labeled, “00138Technical-Performance-BidderName”: 1. Exhibit A-1 Bidder Certification 2. Exhibit A-2 Bidder Profile COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 14 (Rev 2020-02-24) 3. Exhibit B-1 Mandatory Technical Requirements 4. Exhibit B-2 System Solution Narratives 5. Exhibit B-3 Experience, Qualifications, Certifications and Services 6. Exhibit B-4 References 7. Exhibit D-1 Cooperative Purchasing Master Agreement Issues List Bid Price Folder must be labeled “00318BidPrice-BidderName” and include:  Exhibit C Bid Price SECTION 5 – COMPLAINT, DEBRIEF, & PROTEST REQUIREMENTS This section details the applicable requirements for complaints, debriefs, and protests. 5.1. COMPLAINTS. This Competitive Solicitation offers a complaint period for Bidders wishing to voice objections to this solicitation. The complaint period ends five (5) business days before the bid due date. The complaint period is an opportunity to voice objections, raise concerns, or suggest changes that were not addressed during the Question & Answer Period or, if applicable, at the Pre-Bid Conference. Failure by the Bidder to raise a complaint at this stage may waive its right for later consideration. Enterprise Services will consider all complaints but is not required to adopt a complaint, in part or in full. If Bidder complaints result in changes to the Competitive Solicitation, written amendments will be issued and posted on WEBS. a. CRITERIA FOR COMPLAINT. A formal complaint may be based only on one or more of the following grounds: (a) The solicitation unnecessarily restricts competition; (b) The solicitation evaluation or scoring process is unfair or flawed; or (c) The solicitation requirements are inadequate or insufficient to prepare a response. b. INITIATING A COMPLAINT. A complaint must: (a) Be submitted to and received by the Procurement Coordinator no less than five (5) business days prior to the deadline for bid submittal; and (b) Be in writing (see Form and Substance, and Other below). A complaint should clearly articulate the basis of the complaint and include a proposed remedy. c. RESPONSE. When a complaint is received, the Procurement Coordinator (or designee) will consider all the facts available and respond in writing prior to the deadline for bid submittals, unless more time is needed. Enterprise Services is required to promptly post the response to a complaint on WEBS. d. RESPONSE IS FINAL. The Procurement Coordinator’s response to the complaint is final and not subject to administrative appeal. Issues raised in a complaint may not be raised again during the protest period. Furthermore, any issue, exception, addition, or omission not brought to the attention of the Procurement Coordinator prior to bid submittal may be deemed waived for protest purposes. 5.2. DEBRIEF CONFERENCES. A Debrief Conference is an opportunity for Bidder and the Procurement Coordinator to meet and discuss the Bidder’s bid. A debrief is a required prerequisite for Bidder wishing to file a protest. Following the evaluation of the bids, Enterprise Services will issue an announcement of the ASB. That announcement may be made by any means, but Enterprise Services likely will use email to the Bidder’s email address provided in the Bidder’s Profile. Bidder COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 15 (Rev 2020-02-24) will have three (3) business days to request a Debrief Conference. Once a Debrief Conference is requested, Enterprise Services will offer the requesting Bidder one meeting opportunity and notify the Bidder of the Debrief Conference place, date, and time. Please note, because the debrief process must occur before making an award, Enterprise Services likely will schedule the Debrief Conference shortly after the announcement of the ASB and the Bidder’s request for a Debrief Conference. Enterprise Services will not allow the debrief process to delay the award. Therefore, Bidder should plan for contingencies and alternate representatives; Bidder who are unwilling or unable to attend the Debrief Conference will lose the opportunity to protest. a. TIMING. A Debrief Conference may be requested by Bidder following announcement of the Apparent Successful Bidder. b. PURPOSE OF DEBRIEF CONFERENCE. Any Bidder who has submitted a timely bid response may request a Debrief Conference (see Form and Substance, and Other below). A Debrief Conference provides an opportunity for the Bidder to meet with Enterprise Services to discuss its bid and evaluation. c. REQUESTING A DEBRIEF CONFERENCE. The request for a Debrief Conference must be made in writing via email to the Procurement Coordinator and received within three (3) business days after the announcement of the Apparent Successful Bidder. Debrief conferences may be conducted either in person at the Enterprise Services offices in Olympia, Washington, via Zoom (or other approved remote meeting application), or via telephone, as determined by Enterprise Services, and may be limited by Enterprise Services to a specified period of time. The failure of Bidder to request a debrief within the specified time and attend a debrief conference constitutes a waiver of the right to submit a protest. Any issue, exception, addition, or omission not brought to the attention of the procurement coordinator before or during the debrief conference may be deemed waived for protest purposes. 5.3. PROTESTS. Following a Debrief Conference, Bidder may protest the award of a Cooperative Purchasing Master Agreement. a. CRITERIA FOR A PROTEST. A protest may be based only on one or more of the following: (a) Bias, discrimination, or conflict of interest on the part of an evaluator; (b) Error in computing evaluation scores; or (c) Non-compliance with any procedures described in the Competitive Solicitation. b. INITIATING A PROTEST. Any Bidder may protest an award to the ASB. A protest must: (a) Be submitted to and received by the Protest Officer specified below, within five (5) business days after the protesting Bidder’s Debriefing Conference (see Form and Substance, and Other below); (b) Be in writing; (c) Include a specific and complete statement of facts forming the basis of the protest; and (d) Include a description of the relief or corrective action requested. c. PROTEST RESPONSE. After reviewing the protest and available facts, Enterprise Services’ Protest Officer will issue a written response within ten (10) business days from receipt of the protest, unless additional time is needed. d. DECISION IS FINAL. The protest decision is final and not subject to administrative appeal. If the protesting Bidder does not accept Enterprise Services’ protest response, the Bidder may seek relief in Thurston County Superior Court. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 16 (Rev 2020-02-24) 5.4. COMMUNICATION DURING COMPLAINTS, DEBRIEFS, AND PROTESTS. With the exception of protests, all communications about this Competitive Solicitation, including complaints and debriefs, must be addressed to the Procurement Coordinator unless otherwise directed. Protests must be addressed to the Protest Officer. a. FORM, SUBSTANCE, & OTHER. All complaints, requests for debrief, and protests must (a) Be in writing; (b) Be signed by the complaining or protesting Bidder or an authorized agent, unless sent by email; (c) Be delivered within the time frame(s) outlined herein; (d) Identify the solicitation number; (e) Conspicuously state “Complaint,” “Debrief” or “Protest” in any subject line of any correspondence or email, and (f) Be sent to the address identified below. b. COMPLAINTS & PROTESTS. All complaints and protests must (a) State all facts and arguments on which the complaining or protesting Bidder is relying as the basis for its action; and (b) Include any relevant documentation or other supporting evidence. 5.5. HOW TO CONTACT ENTERPRISE SERVICES. a. TO SUBMIT A COMPLAINT. Send an email message to the Procurement Coordinator listed in this Competitive Solicitation. The email message must include “Complaint” in the subject line of the email message. Alternatively, mail the complaint to the Procurement Coordinator listed in this Competitive Solicitation at the following address: Attn: Procurement Coordinator – Complaint Contracts & Procurement Division Washington State Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411 b. TO REQUEST A DEBRIEF CONFERENCE. Send an email message to the Procurement Coordinator listed in this Competitive Solicitation. The email message must include “Debrief” in the subject line of the email message. c. TO SUBMIT A PROTEST. Send an email message to the Protest Officer at the following email address: DESDLProcurementProtest@des.wa.gov. The email message must include “Protest” in the subject line of the email message. Alternatively, mail the protest to the Protest Officer at the following address: Attn: Protest Officer Contracts & Procurement Division Washington State Department of Enterprise Services P.O. Box 41411 Olympia, WA 98504-1411 COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 17 (Rev 2020-02-24) SECTION 6 – DOING BUSINESS WITH THE STATE OF WASHINGTON This section provides additional information regarding doing business with the State of Washington. 6.1. WASHINGTON’S PUBLIC RECORDS ACT – PUBLIC RECORDS DISCLOSURE REQUESTS.  All documents (written and electronic) submitted to Enterprise Services as part of this procurement are public records. Unless statutorily exempt from disclosure, such records are subject to disclosure if requested. See RCW chapter 42.56, Public Records Act. Enterprise Services strongly discourages Bidder from unnecessarily submitting sensitive information (e.g., information that you might categorize as ‘confidential,’ ‘proprietary,’ ‘sensitive,’ ‘trade secret,’ etc.).  If, in your judgment, there is an applicable statutory exemption from disclosure for certain portions of your bid, please mark the precise portion(s) of the relevant page(s) of your bid that you believe are statutorily exempt from disclosure and identify the precise statutory basis for exemption from disclosure.  In addition, if, in your judgment, certain portions of your bid are not statutorily exempt from disclosure but are sensitive because these particular portions of your bid (NOT including pricing) include highly confidential, proprietary, or trade secret information (or the equivalent) that your firm protects through the regular use of confidentiality or similar agreements and routine enforcements through court enforcement actions, please mark the precise portion(s) of the relevant page(s) of your bid that include such sensitive information.  In the event that Enterprise Services receives a public records disclosure request pertaining to information that you have submitted and marked either as (a) statutorily exempt from disclosure; or (b) sensitive, Enterprise Services, prior to disclosure, will do the following:  Enterprise Services’ Public Records Officer will review any records marked as statutorily exempt from disclosure. In those situations, where the designation comports with the stated statutory exemption from disclosure, Enterprise Services will redact or withhold the document(s) as appropriate.  For documents marked ‘sensitive’ or for documents where Enterprise Services either determines that no statutory exemption to disclosure applies or is unable to determine whether the stated statutory exemption to disclosure properly applies, Enterprise Services will notify the Bidder at the address provided in the bid submittal of the public records disclosure request and identify the date that Enterprise Services intends to release the document(s) (including documents marked ‘sensitive’ or exempt from disclosure) to the requester unless the Bidder, at Bidder’s sole expense, timely obtains a court order enjoining Enterprise Services from such disclosure. In the event Bidder fails to timely file a motion for a court order enjoining such disclosure, Enterprise Services will release the requested document(s) on the date specified. Bidder’s failure properly to identify exempted or sensitive information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Bidder of any claim that such materials are exempt or protected from disclosure. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 18 (Rev 2020-02-24) 6.2. ECONOMIC GOALS. In support of the state’s economic goals, Bidder is encouraged to consider the following in responding to this Competitive Solicitation:  Support for a diverse supplier pool, including, veteran-owned, minority-owned and women-owned business enterprises. Results Washington has established the following voluntary numerical goals for this Competitive Solicitation:  Ten (10) percent minority-owned businesses (MBE);  Six (6) percent women-owned businesses (WBE);  Five (5) percent veteran-owned businesses (VB). Achievement of these goals is encouraged whether directly or through subcontractors. Bidder may contact the Office of Minority and Women’s Business Enterprises for information on certified firms or to become certified.  Veterans and U.S. active duty, reserve or National Guard service-members are eligible for the registry. The veteran or service-member must control and own at least fifty-one (51) percent of the business and the business must be legally operating in the State of Washington. Control means the authority or ability to direct, regulate or influence day- to-day operations. 6.3. POLYCHLORINATED BIPHENYLS (PCBS) NOTICE. Polychlorinated biphenyls, commonly known as PCBs, have adverse effects on human health and the environment. Accordingly, the State of Washington, through its procurements of goods, is trying to minimize the purchase of PCBS and to incentivize its contractual vendors to sell and package without PCBs. Bidders certifying all products and packaging contain no PCBS will not be evaluated but may receive additional consideration when doing business with the State of Washington. Other states having the same or similar requirement and will be further defined in Participating Addendum. 6.4. RESOURCES.  Register for competitive solicitation notices at the Washington Electronic Business Solution (WEBS) WEBS Registration. Note: There is no cost to register on WEBS.  If you qualify as a Washington small business, identify yourself in WEBS. Call WEBS Customer Service at 360-902-7400.  Contact the Washington State Office of Minority and Women’s Business Enterprises about state and federal certification programs at Phone 866-208-1064 or OMWBE.  Contact the Washington State Department of Veterans’ Affairs about veteran-owned businesses certification at (360) 725-2169 or DVA.  Contact Enterprise Services about small and diverse business inclusion. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 19 (Rev 2020-02-24) EXHIBIT A-1 BIDDER CERTIFICATION See attached Exhibit A-1 Bidder Certification. Note: As set forth above, Bidder must complete, sign, and return the Exhibit A-1 Bidder Certification to Enterprise Services. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 20 (Rev 2020-02-24) EXHIBIT A-2 BIDDER PROFILE See attached Exhibit A-2 Bidder Profile. Note: As set forth above, Bidder must complete and return the Exhibit B-2 Bidder Profile to Enterprise Services. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 21 (Rev 2020-02-24) EXHIBIT B -1 MANDATORY TECHNICAL REQUIREMENTS See attached Exhibit B-1 Mandatory Technical Requirements. Note: As set forth above, Bidder must complete and return Exhibit B-1 Mandatory Technical Requirements to Enterprise Services. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 22 (Rev 2020-02-24) EXHIBIT B-2 SYSTEM SOLUTION NARRATIVES See attached Exhibit B-2 System Solution Narratives. As set forth above, Bidder must complete, and return the Exhibit B-2 System Solution Narratives to Enterprise Services as instructed. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 23 (Rev 2020-02-24) EXHIBIT B-3 EXPERIENCE, QUALIFICATIONS, CERTIFICATIONS AND SERVICES See attached Exhibit B-3 Experience, Qualifications, Certifications and Services. Note: As set forth above, Bidder must complete and return Exhibit B-3 Experience, Qualifications, Certifications and Services to Enterprise Services as instructed. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 24 (Rev 2020-02-24) EXHIBIT B-4 REFERENCES See attached Exhibit B-4 References. Note: As set forth above, Bidder must complete and return Exhibit B-4 References to Enterprise Services as instructed. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 25 (Rev 2020-02-24) EXHIBIT C – BID PRICE See attached Exhibit C – Bid Price. Note: As set forth above, Bidder must complete and return Exhibit C – Bid Price to Enterprise Services as instructed. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 26 (Rev 2020-02-24) EXHIBIT D COOPERATIVE PURCHASING MASTER AGREEMENT See attached Exhibit D – Cooperative Purchasing Master Agreement for Competitive Solicitation No. 00318 – Public Safety Communications Products, Services and Solutions. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 27 (Rev 2020-02-24) EXHIBIT D-1 COOPERATIVE PURCHASING MASTER AGREEMENT ISSUES LIST See attached Exhibit D-1 – Cooperative Purchasing Master Agreement Issues List. Note: As set forth above, Bidder may complete and return Exhibit D-1 – Cooperative Purchasing Master Agreement Issues List to Enterprise Services. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 28 (Rev 2020-02-24) EXHIBIT E – HISTORICAL SALES AND OTHER STATE INFORMATION See attached Exhibit E Historical Sales. Note: As a courtesy, Exhibit E – Historical Sales provides historical sales by state and vendor. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 29 (Rev 2020-02-24) EXHIBIT E-1 PARTICIPATING ADDENDUM - STATE OF WASHINGTON See attached Exhibit E-1 Participating Addendum - State of Washington. Note: As a courtesy, Exhibit E-1 Participating Addendum - State of Washington provides a copy of the Participating Addendum awarded Contactors may be required to sign to do business in the State of Washington. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 30 (Rev 2020-02-24) EXHIBIT E-2 PARTICIPATING ADDENDUM - STATE OF OREGON See attached Exhibit E-2 Participating Addendum - State of Oregon. Note: As a courtesy, Exhibit E-2 Participating Addendum - State of Oregon provides a copy of the Participating Addendum awarded Contactors may be required to sign to do business in the State of Oregon. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 31 (Rev 2020-02-24) EXHIBIT E-3 TERMS AND CONDITIONS – STATE OF VERMONT See attached Exhibit E-3 Terms and Conditions - State of Vermont Note: As a courtesy, Exhibit E-3 Terms and Conditions - State of Vermont provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of Vermont. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 32 (Rev 2020-02-24) EXHIBIT E-4 TERMS AND CONDITIONS – STATE OF NEW MEXICO See attached Exhibit E-4 Terms and Conditions - State of New Mexico Note: As a courtesy, Exhibit E-4 Terms and Conditions - State of New Mexico provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of New Mexico. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 33 (Rev 2020-02-24) EXHIBIT E-5 TERMS AND CONDITIONS – STATE OF MONTANA See attached Exhibit E-5 Terms and Conditions - State of Montana Note: As a courtesy, Exhibit E-5 Terms and Conditions - State of Montana provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of Montana. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 34 (Rev 2020-02-24) EXHIBIT E-6 TERMS AND CONDITIONS – STATE OF HAWAII See attached Exhibit E-6 Terms and Conditions - State of Hawaii Note: As a courtesy, Exhibit E-6 Terms and Conditions - State of Hawaii provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of Hawaii. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 35 (Rev 2020-02-24) EXHIBIT E-7 TERMS AND CONDITIONS – STATE OF UTAH See attached Exhibit E-7 Terms and Conditions - State of Utah Note: As a courtesy, Exhibit E-7 Terms and Conditions - State of Utah provides a copy the terms and conditions awarded Contactors may be required to agree to do business in the State of Utah. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 36 (Rev 2020-02-24) EXHIBIT E-8 TERMS AND CONDITIONS – STATE OF CALIFORNIA See attached Exhibit E-8 Terms and Conditions - State of California Note: As a courtesy, Exhibit E-8 Terms and Conditions - State of California provides a copy the terms and conditions awarded Contactors may be required to agree to do business in the State of California. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 37 (Rev 2020-02-24) EXHIBIT E-9 TERMS AND CONDITIONS – STATE OF ILLINOIS See attached Exhibit E-9 Terms and Conditions - State of Illinois Note: As a courtesy, Exhibit E-9 Terms and Conditions - State of Illinois provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of Illinois. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 38 (Rev 2020-02-24) EXHIBIT E-10 PARTICIPATING ADDENDUM – STATE OF WISCONSIN See attached Exhibit E-1- Participating Addendum - State of Wisconsin. Note: As a courtesy, Exhibit E-10 Participating Addendum - State of Wisconsin provides a copy of the Participating Addendum awarded Contactors may be required to sign to do business in the State of Wisconsin. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 39 (Rev 2020-02-24) EXHIBIT E-11 TERMS AND CONDITIONS – STATE OF MARYLAND See attached Exhibit E-11 Terms and Conditions – State of Maryland Note: As a courtesy, Exhibit E-11 Terms and Conditions – State of Maryland provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of Maryland. COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 40 (Rev 2020-02-24) EXHIBIT E-12 TERMS AND CONDITIONS – STATE OF ALASKA See attached Exhibit E-12 Terms and Conditions – State of Alaska Note: As a courtesy, Exhibit E-12 Terms and Conditions – State of Alaska provides a copy of the terms and conditions awarded Contactors may be required to agree to do business in the State of Alaska. AWARD RECOMMENDATION EXECUTIVE SUMMARY FINAL SCORING The solicitation allowed for multiple vendor awards by category, sub-category and solution. Each category, sub-category, solution was evaluated and awarded separately. A list and title of categories, sub-categories and solutions can be found on the last page of this document. NA=Not Applicable VENDORS TECHNICAL (Pass/Fail) SOLUTION NARRATIVES (Scored) EXPERIENCE (Scored) REFERENCES (Scored) COST (Scored) PREFERENCES (Scored) RESPONSIBILITY (Pass/Fail) TOTAL POINTS AWARDS GenCore Candeo Pass NA 277.60 250.00 52.66 50.00 Pass 630.26 Sub-Cat 9.2 Pyramid Communications Pass NA 268.00 229.17 300.00 50.00 Pass 847.17 Category 3 SIAE Microelettronica Pass Pass Pass NA NA NA 326.67 326.67 326.67 208.71 229.55 208.71 300.00 300.00 300.00 50.00 50.00 50.00 Pass Pass Pass 885.38 906.22 885.38 Sub-Cat 5.1 Sub-Cat 5.2 Sub-Cat 5.5 Sabre Communications Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA 312.89 312.89 312.89 312.89 312.89 312.89 166.67 235.42 235.42 235.42 235.42 235.42 300.00 300.00 300.00 300.00 300.00 235.56 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass 829.56 898.31 898.31 898.31 898.31 833.87 Sub-Cat 11.2 Sub-Cat 12.4 Sub-Cat 12.5 Sub-Cat 12.6 Sub-Cat 12.7 Sub-Cat 12.8 ICOM America Pass Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA NA 257.33 257.33 257.33 257.33 257.33 257.33 257.33 237.50 237.50 237.50 245.83 237.50 250.00 239.58 91.26 106.84 122.86 300.00 300.00 300.00 262.80 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass 636.09 651.67 667.69 853.16 844.83 857.33 809.71 Sub-Cat 1.1 Sub-Cat 1.2 Sub-Cat 1.3 Sub-Cat 2.1 Sub-Cat 2.2 Sub-Cat 2.3 Sub-Cat 2.4 Mimomax Wireless Pass NA 284.00 210.00 300.00 50.00 Pass 844.00 Sub-Cat 5.4 Motorola Solutions Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA NA NA NA NA NA 347.20 347.20 347.20 347.20 347.20 347.20 347.20 347.20 347.20 347.20 347.20 209.38 231.25 241.67 225.00 225.00 225.57 223.96 247.92 241.67 250.00 236.46 117.18 89.21 108.23 182.49 154.23 177.93 151.02 57.96 35.50 56.94 47.48 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass 723.76 717.66 747.10 804.69 776.43 800.70 772.18 703.08 674.37 704.14 809.71 Sub-Cat 1.1 Sub-Cat 1.2 Sub-Cat 1.3 Sub-Cat 1.4 Sub-Cat 1.5 Sub-Cat 1.6 Sub-Cat 1.7 Sub-Cat 2.1 Sub-Cat 2.2 Sub-Cat 2.3 Sub-Cat 2.4 AWARD RECOMMENDATION EXECUTIVE SUMMARY Pass NA NA 158.34 347.20 347.20 241.67 219.79 300.00 73.71 50.00 Pass Pass 938.87 849.04 Category 4 Radio Solution Aviat Networks Pass Pass Pass NA NA NA NA NA NA NA NA NA 125.00 125.00 125.00 125.00 125.00 125.00 244.40 244.40 244.40 244.40 244.40 244.40 244.40 244.40 244.40 231.25 231.25 231.25 231.25 231.25 231.25 231.25 231.25 231.25 241.26 281.78 267.83 300.00 300.00 300.00 300.00 300.00 300.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass Pass Pass 766.91 807.43 793.48 950.65 950.65 950.65 950.65 950.65 950.65 Sub-Cat 5.1 Sub-Cat 5.2 Sub-Cat 5.5 5.1 Indoor Solution 5.1 Outdoor Solution 5.2 Indoor Solution 5.2 Outdoor Solution 5.5 Indoor Solution 5.5 Outdoor Solution BK Technologies Pass Pass Pass Pass NA NA NA NA 264.00 264.00 264.00 264.00 225.00 204.17 229.17 229.17 92.54 71.30 27.55 34.32 50.00 50.00 50.00 50.00 Pass Pass Pass Pass 631.54 589.47 570.72 577.49 Sub-Cat 1.1 Sub-Cat 1.3 Sub-Cat 2.2 Sub-Cat 2.3 Valmont Structures Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA 275.33 275.33 275.33 275.33 275.33 275.33 222.92 222.92 231.25 225.00 222.92 225.00 162.84 249.35 189.12 184.23 300.00 300.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass 711.09 797.60 745.70 734.56 848.25 850.33 Sub-Cat 12.4 Sub-Cat 12.5 Sub-Cat 12.6 Sub-Cat 12.7 Sub-Cat 12.8 Sub-Cat 12.9 Avtec Pass NA 305.33 227.08 206.30 50.00 Pass 788.71 Category 4 Codan Communications Pass Pass NA NA 322.67 322.67 218.75 239.58 267.48 58.24 50.00 50.00 Pass Pass 858.90 670.49 Sub-Cat 1.7 Sub-Cat 2.4 TASC Systems Pass NA 236.80 237.50 300.00 50.00 Pass 824.30 Sub-Cat 9.2 Tait North America Pass Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA NA 284.80 284.80 284.80 284.80 284.80 284.80 284.80 250.00 231.25 231.25 250.00 250.00 125.00 250.00 124.91 164.51 300.00 66.00 94.78 119.45 87.84 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass 690.96 730.56 866.05 650.80 679.58 579.25 672.64 Sub-Cat 1.1 Sub-Cat 1.2 Sub-Cat 1.7 Sub-Cat 2.1 Sub-Cat 2.2 Sub-Cat 2.3 Sub-Cat 2.4 InterTalk Critical Information Systems Pass NA 309.33 203.47 131.49 50.00 Pass 694.29 Category 4 Microwave Networks Pass Pass Pass Pass NA NA NA NA NA NA 165.00 165.00 294.22 294.22 294.22 294.22 294.22 294.22 239.58 239.58 239.58 239.58 239.58 239.58 55.31 62.52 300.00 69.95 35.51 30.97 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass 639.11 646.32 883.80 653.75 784.31 779.77 Sub-Cat 5.1 Sub-Cat 5.2 Sub-Cat 5.3 Sub-Cat 5.5 5.1 Indoor Solution 5.1 Outdoor Solution AWARD RECOMMENDATION EXECUTIVE SUMMARY NA NA NA NA NA NA 165.00 165.00 171.66 171.66 165.00 165.00 294.22 294.22 294.22 294.22 294.22 294.22 239.58 239.58 239.58 239.58 239.58 239.58 40.34 39.89 300.00 300.00 36.07 31.09 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass 789.14 788.69 1055.46 1055.46 784.87 779.89 5.2 Indoor Solution 5.2 Outdoor Solution 5.3 Indoor Solution 5.3 Outdoor Solution 5.5 Indoor Solution 5.5 Outdoor Solution Ceragon Networks Pass Pass Pass Pass NA NA 143.34 143.34 255.20 255.20 255.20 255.20 241.67 241.67 241.67 241.67 86.59 79.04 141.56 177.98 50.00 50.00 50.00 50.00 Pass Pass Pass Pass 633.46 625.71 831.77 868.19 Sub-Cat 5.1 Sub-Cat 5.2 5.1 Indoor Solution 5.2 Indoor Solution L3Harris Pass Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA 163.34 319.20 319.20 319.20 319.20 319.20 319.20 319.20 222.92 245.83 222.92 245.83 222.92 202.80 239.58 62.22 38.22 224.79 137.67 97.97 141.56 104.03 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass 654.34 653.25 816.91 752.70 690.09 713.56 876.15 Sub-Cat 1.1 Sub-Cat 1.2 Sub-Cat 1.4 Sub-Cat 1.6 Sub-Cat 1.7 Category 4 Radio Solution Nokia Corporation of America Pass Pass Pass NA NA NA NA NA NA NA NA NA 163.34 163.34 163.34 163.34 163.34 163.34 339.60 339.60 339.60 339.60 339.60 339.60 339.60 339.60 339.60 243.75 243.75 231.25 243.75 243.75 243.75 243.75 231.25 231.25 192.70 287.08 217.71 71.85 66.59 69.58 60.69 104.30 61.55 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass Pass Pass 826.05 920.43 838.56 868.54 863.28 866.27 857.38 888.49 845.74 Sub-Cat 5.1 Sub-Cat 5.2 Sub-Cat 5.5 5.1 Indoor Solution 5.1 Outdoor Solution 5.2 Indoor Solution 5.2 Outdoor Solution 5.5 Indoor Solution 5.5 Outdoor Solution Power Products Unlimited Pass Pass 161.66 156.66 216.80 216.80 230.49 230.49 242.67 115.62 50.00 50.00 Pass Pass 901.62 769.57 7.1 Solution 7.2 Solution Mutualink Pass NA 314.00 229.17 300.00 50.00 Pass 893.17 Category 6 JVC Kenwood USA Pass Pass Pass Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA NA NA NA 308.00 308.00 308.00 308.00 308.00 308.00 308.00 308.00 308.00 239.58 243.75 237.50 243.75 243.75 225.00 243.75 243.75 243.75 300.00 300.00 300.00 300.00 300.00 119.08 148.92 120.73 300.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass Pass Pass 897.58 901.75 895.50 901.75 901.75 702.08 750.67 722.48 901.75 Sub-Cat 1.1 Sub-Cat 1.2 Sub-Cat 1.3 Sub-Cat 1.5 Sub-Cat 1.6 Sub-Cat 2.1 Sub-Cat 2.2 Sub-Cat 2.3 Sub-Cat 2.4 Zetron Pass Pass NA NA 320.00 320.00 250.00 250.00 93.60 55.71 50.00 50.00 Pass Pass 713.60 675.71 Category 4 Category 6 AWARD RECOMMENDATION EXECUTIVE SUMMARY E.F. Johnson Company Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass NA NA NA NA NA NA NA NA NA NA NA 158.34 313.60 313.60 313.60 313.60 313.60 313.60 313.60 313.60 313.60 313.60 313.60 313.60 220.83 220.83 220.83 220.83 220.83 220.83 220.83 237.50 237.50 237.50 220.83 235.42 77.18 73.17 84.16 300.00 137.21 129.58 140.17 39.82 37.26 58.24 120.39 71.60 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass 661.61 657.60 668.59 884.43 721.64 714.01 724.60 640.92 638.36 659.34 704.82 828.96 Sub-Cat 1.1 Sub-Cat 1.2 Sub-Cat 1.3 Sub-Cat 1.4 Sub-Cat 1.5 Sub-Cat 1.6 Sub-Cat 1.7 Sub-Cat 2.1 Sub-Cat 2.2 Sub-Cat 2.3 Category 4 Radio Solution American Power Systems Pass Pass 167.78 150.00 228.00 228.00 220.83 220.83 300.00 300.00 50.00 50.00 Pass Pass 966.61 948.83 7.1 Solution 7.2 Solution PORTFOLIO MAP PORTFOLIO TITLE: LEAD STATE: PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES, & SOLUTIONS Washington The Master Agreements (MAs) offer a port- folio of options for public safety communi- cation equipment, services & solutions. OVERVIEW: DISCLAIMER: This document is provided by NASPO ValuePoint and is for informational purposes only. While NASPO ValuePoint has worked to ensure the validity of the information provided, the user should not rely solely on the information contained in this document. Official records are maintained by the pro- curement office of the state that led the solicitation and should be reviewed prior to making any decision. 1.1 Radio: Single-Band Portable Radio (P25) 1.2 Radio: Single-Band Mobile Radio (P25) 1.3 Radio: Single-Band Desktop Radio (P25) 1.4 Radio: Multi-Band Portable Radio (P25) 1.5 Radio: Multi-Band Mobile Radio (P25) 1.6 Radio: Multi-Band Desktop Radio (P25) 1.7 Radio: Base Station/ Repeater (P25) 2.1 Radio: Conventional Analog Portable (Non-P25) 2.2 Radio: Conventional Analog Mobile (Non-P25) 2.3 Radio: Conventional Analog Desktop (Non-P25) 2.4 Radio: Conventional Analog Base Station/ Repeater (Non-P25) 3 Vehicular Repeater Systems (VRS) P25 07/01/2021 - 12/31/2026INITIAL TERM: 24-Month optional extension *Due to differences in the date of execution and other factors, individual master agreement terms may vary. Buyers should review the applicable master agreement and associated addenda to verify the term. Seven (7) years TOTAL POSSIBLE TERMS: BK Technologies JVC Kenwood USA ICOM America L3Harris Technologies Motorola SolutionsSUPPLIERS E.F. Johnson CompanyTait North America Codan Communications Pyramid Communications L3Harris Technologies AvtecSUPPLIERSE.F. Johnson Company Motorola SolutionsJVC Kenwood USA Tait North America 8.1 Testing: Multifunction Radio Test Set 8.2.1 Testing: Watt Meters and Power Meters 8.2.2 Testing: Portable Antenna Test, Cable Fault, RF Cable Time Domain Reflectometer (TDR) and/or Vector Network Analyzers (VNA) with Spectrum Analyzer Capability 8.2.3 Testing: Microwave Antenna Alignment Equipment 8.2.4 Testing: Radio System Real Time Over the Air RF Signal and/or Waveform Monitoring 8.2.5 Testing: Coverage Mapping, Indoor 8.2.6 Testing: Interference 9.1 Monitoring & Alarm: Environmental 9.2 Monitoring & Alarm: Radio Network 4. Dispatch Consoles 5.1 Microwave: Carrier Grade, Packet Data (Native IP) Zetron AvtecL3Harris TechnologiesSUPPLIERSE.F. Johnson Company Intertalk Critical Information SystemsMotorola Solutions Aviat USNokia Of America CorpSUPPLIERSMicrowave Networks SIAE MicroelettronicaCeragon NetworksMimomax Wireless Multiplex (TDM) SUPPLIERS Mutualink Zetron DC Power System SolutionsPower Products Unlimited American Power Systems Battery Systems Solutions 5.2 Microwave: Network Grade 5.3 Microwave: Native IP, Sub 5.925 GHz 5.4 Microwave: Native IP, 900 MHz 5.5 Microwave: Carrier Grade, Native Time Division Multiplex (TDM) 6 Interoperability Gateway Devices 7.1 Power Supply: Dc Power System Solutions 7.2 Power Supply: VRLA (Valve Regulated Lead Acid) Battery Systems Solutions 7.3 Power Supply: Rack-Mounted Distribution Panels 7.4.1 Power Supply: Voltage Converters 7.4.2 Power Supply: Inverters Viavi Solutions Freedom Communica- tion Technologies, Inc. Bird Technologies, Inc.SUPPLIERS NO AWARDS MADE NO AWARDS MADE NO AWARDS MADE NO AWARDS MADE NO AWARDS MADE NO AWARDS MADE NO BIDS RECEIVED 10. Dispatch Console Furniture 11.1 Equipment Shelter: Ballasted 11.2 Equipment Shelter: Concrete 11.3 Equipment Shelter: Fiberglass 11.4 Equipment Shelter: Framed, Light Weight 11.5 Equipment Shelter: Outdoor Cabinet 12.1 Overall Tower Specifications 12.2 Towers: Accessories & Appurtenances 12.3 Towers: Deployable/Temporary 12.4 Towers: Guyed 12.5 Towers: Guyed, Light 12.6 Towers: Lattice 12.7 Towers: Lattice, Light 12.8 Towers: Monopole 12.9 Towers: Passive Microwave Repeater Radio Solution MICROWAVE Sub-Cat 5.1 Indoor Solution MICROWAVE Sub-Cat 5.1 Outdoor Solution MICROWAVE Sub-Cat 5.2 Indoor Solution MICROWAVE Sub-Cat 5.2 Outdoor Solution MICROWAVE Sub-Cat 5.3 Indoor Solution MICROWAVE Sub-Cat 5.3 Outdoor Solution MICROWAVE Sub-Cat 5.4 Indoor Solution MICROWAVE Sub-Cat 5.4 Outdoor Solution MICROWAVE Sub-Cat 5.5 Indoor Solution MICROWAVE Sub-Cat 5.5 Outdoor Solution SUPPLIERS ErgoFlex dba: Xybix Systems Sabre Communications Valmont Telecommunica-tions, Inc. Watson Furniture Group Russ Bassett Corp Evans Consoles SUPPLIERS L3Harris TechnologiesE.F. Johnson Company Motorola SolutionsAviat US Nokia Of America Corp Microwave Networks Ceragon Networks NO BIDS RECEIVED NO BIDS RECEIVED NO BIDS RECEIVED NO BIDS RECEIVED NO BIDS RECEIVED NO AWARDS MADE NO BIDS RECEIVED NO BIDS RECEIVED The State of Washington released the RFP for Public Safety Communication Equipment, Ser- vices and Solutions, on November 16, 2020. The Sourcing Team conducted evaluations and met as a Team multiple times between February 1st and February 26th to discuss each phase of the eval- uation proces and reached consensus regarding which Bidders would advance to the next phase. On April 26-30, 2021, the Team met to finalize the evaluation and make award recommendations. PROCUREMENT BACKGROUND: STATES ON SOURCING TEAM: • Washington (lead) • Alaska • California • Colorado • Montana • Nevada • Tennessee • Solicitation Number: 00318 • Posted On: Washington’s Electronic Business Solutions • Posting Link: https://des.wa.gov/services/ contracting-purchasing/doing-business-state • Solicitation Open - Closed: 11/16/2020 - 01/25/2021 • Number of Days Publicly Posted: 64 • Number of Amendments Posted: 4 SOLICITATION INFORMATION: • Vendor Responses Received: 43 • Number of Non-Responsive Vendor Responses: 9 • Vendor Responses Evaluated: 34 VENDOR RESPONSES: Responses were evaluated based on the following Evaluation Criteria: The Solicitation for allowed for multiple vendors to be awarded within each category or sub-cat- egory based on a phased evaluation approach. Bidders achieving 70% of the total technical/per- formance points available, advanced to the Price evaluation. The Vendors whose combined total points equal to or greater than 70% of the highest Bidder total combined points, received an award for that category/sub-category. Pricing structure is based on % off Manufac- turer Suggested Retail Price (MSPR) which remains constant fo the contract term. PRICING: SCORING INFO: Responses were scored according to the RFP’s Evaluation Criteria as per Section 3.1 • Being able to execute PAs easily for a variety of public safety communications equipment to promote end-user competition. • Streamlined procurement process. • The possibility to integrate total solutions approach to problems. • Facilitation of multijurisdictional investment in interoperable communications infrastructure by enabling system compatibility. • Supports end of fiscal year purchasing KEY BENEFITS City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1333 Agenda Date:9/28/2023 Agenda #: 1.-G. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:CLIFF TRAUGH, Administrative Manager General Services Department SUBJECT Approve the award of a cooperative purchase agreement to PB Loader of Fresno, California, for the purchase of one Freightliner asphalt patch truck in the amount of $188,933 for the Department of Public Utilities RECOMMENDATION Staff recommends Council approve the award of a cooperative purchase agreement to PB Loader of Fresno, California, for the purchase of one Freightliner asphalt patch truck in the amount of $188,933. EXECUTIVE SUMMARY The Department of Public Utilities (DPU), Water Operations Division is requesting approval to purchase one Freightliner asphalt patch truck in the amount of $188,933. This new truck will be used for construction projects and maintenance throughout the city’s freshwater system. The unit will be purchased as a replacement through a competitively solicited cooperative procurement process administered by Sourcewell, formerly the National Joint Powers Alliance (NJPA). BACKGROUND DPU, Water Operations Division is responsible for delivering safe drinking water to approximately 500,000 residential, commercial, and industrial customers over a 114 square mile area. This mission is accomplished through continuous maintenance of the freshwater system, which requires asphalt removal and replacement when water lines run under the street. This work is performed with backhoes and asphalt patch trucks to deliver new material for temporary patch work and to carry off debris. This work is currently being completed with aging trucks struggling with maintenance issues. The new truck will feature a PB Loader dump body built to a specification similar to existing units, upgraded to improve capacity. The chassis will be Freightliner M2106 class seven truck, updated with City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1333 Agenda Date:9/28/2023 Agenda #: 1.-G. the latest emissions technology to exceed the applicable US 2010 emissions standard. The mid-sized heavy truck class of equipment is on a ten year or 5,000-hour replacement schedule which has been established by the Fleet Management Division as the optimum replacement time. The unit identified for replacement is over this limit in both age and hours.The General Services Department,Fleet Management Division recommends this purchase based on the needs of the division and condition of the unit identified for replacement. The equipment will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell,formerly the National Joint Powers Alliance (NJPA).The total purchase price is $188,933.This price includes the Sourcewell,cooperative purchasing discount applied to City purchases,as well as local sales tax at 8.35 percent.The Purchasing Division has approved this contract and recommends Council to approve. The City Attorney has reviewed and approved 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. LOCAL PREFERENCE Local preference was not implemented,the City is using a cooperative purchase agreement to purchase these items. FISCAL IMPACT No general funds will be used to purchase this item.The funding to cover the purchase cost of the Freightliner asphalt patch truck has been included in the FY2023 adopted budget under the operations of the Water Operations Division.The source of funding for this project is the Water Operating Fund, generated primarily by the collection of customer user fees. Due to global supply chain constraints the automotive industry has faced shortages of raw materials which has created massive under production in many vehicle types.This resulted in a lack of availability causing projects to not get completed within the typical 12-month period.Therefore,this funding was not spent in FY2023 and if approved,the FY2023 funds will be re-appropriated to FY2024 to complete these acquisitions. Attachments: Board Resolutions Comment and Review Evaluation Opening Record PB Loader Contract Proof of Publication RFP City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ SOURCEWELL STATE OF MINNESOTA Member Chris Kircher moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES Resolution No. 2021-07 WHEREAS, Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation, for the categories listed on Appendix A, which is attached and incorporated. WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member Sharon Thiel and the following voted in favor: (list names here) Mike Wilson, Greg Zylka, Sara Nagel, Ryan Thomas, Sharon Thiel, Linda Arts and Chris Kircher. and the following voted against: (list names here or “NONE”) NONE whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors DocuSign Envelope ID: 7032E538-404E-4054-B083-930FC20FCA98 APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS ‐ March 2021 NEW CONTRACTS Supplier Name Contract Number Solicitation Title BCI Burke Company, LLC 010521‐BUR "Playground and Water Play Equipment with Related Accessories and Services" Landscape Structures, Inc. 010521‐LSI "Playground and Water Play Equipment with Related Accessories and Services" PlayPower, Inc. 010521‐LTS "Playground and Water Play Equipment with Related Accessories and Services" Rain Drop Products, LLC 010521‐RDP "Playground and Water Play Equipment with Related Accessories and Services" SofSurfaces, Inc. 010521‐SFS "Playground and Water Play Equipment with Related Accessories and Services" Waterplay Solutions Corp. 010521‐WTR "Playground and Water Play Equipment with Related Accessories and Services" Atlantic Diving Supply, Inc. (ADS) 011221‐ADS "Body Armor with Related Accesssories, Equipment and Services" Galls, LLC 011221‐GAL "Body Armor with Related Accesssories, Equipment and Services" HighCom Armor Solutions, Inc. 011221‐HCM "Body Armor with Related Accesssories, Equipment and Services" NP Aerospace (Canada), Limited 011221‐NPA "Body Armor with Related Accesssories, Equipment and Services" U.S. Armor Corporation 011221‐URM "Body Armor with Related Accesssories, Equipment and Services" PorterCorp 012621‐PPC "Open Air Structures and Accessory or Utility Buildings with Related Equipment" CONTRACT EXTENSIONS Supplier Name Contract Number Solicitation Title Caterpillar, Inc. 120617‐CAT "Electrical Energy Power Generation with Related Parts, Supplies and Services" Cummins, Inc. 120617‐CMM "Electrical Energy Power Generation with Related Parts, Supplies and Services" NEW ezIQC CONTRACTS Company Name Contract Number State ‐ Region ‐ Type of Work ezIQC RENEWALS Company Name Contract Number ezIQC CONTRACT EXTENSIONS Company Name Contract NumberCONSENT AGENDA ITEMSRoad Right‐of‐Way Maintenance Equipment with Related Accessories, Attachments, Materials, and Supplies Roadway Maintenance Equipment with Related Accessories, Attachments, Materials, and Supplies Parking Management, Systems and Infrastructure, with Related Equipment and Services Requesting Board permission to Re‐Solicit the following categories: Requesting Board permission to Solicit the following categories: Pest Management Services with Related Products (Published March 10, 2021) DocuSign Envelope ID: 7032E538-404E-4054-B083-930FC20FCA98 SOURCEWELL STATE OF MINNESOTA Member ____________ moved the adoption of the following Resolution: RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS Resolution No. 2021-25 WHEREAS, the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A, which is attached and incorporated; and WHEREAS, Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program and to award all competitively solicited contracts, without limitation; and WHEREAS, the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process; and WHEREAS, the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members’ legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards. NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A. The motion for the adoption of the foregoing resolution was duly seconded by Member______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲOctober2021 NEWCONTRACTS SupplierName ContractNumber SolicitationTitle GtechnaUSACorp. 080321ͲGTE "ParkingManagementSystemswithRelatedEquipment, SuppliesandServices" Parkeon,Inc.dbaFlowbird 080321ͲPRK "ParkingManagementSystemswithRelatedEquipment, SuppliesandServices" QuicketSolutions,Inc. 080321ͲQKT "ParkingManagementSystemswithRelatedEquipment, SuppliesandServices" T2Systems,Inc. 080321ͲTSI "ParkingManagementSystemswithRelatedEquipment, SuppliesandServices" ASHNorthAmerica/AebiSchmidt/MͲBCompanies 080521ͲAEB "RoadwayMaintenanceEquipment" Cimline,Inc. 080521ͲCME "RoadwayMaintenanceEquipment" Crafco,Inc.080521ͲCFC "RoadwayMaintenanceEquipment" KeizerMorrisInternationaldbaKMInternational 080521ͲKMI "RoadwayMaintenanceEquipment" PBLoaderCorporation 080521ͲPBL "RoadwayMaintenanceEquipment" VogelTrafficServicesdbaEZLiner 080521ͲEZL "RoadwayMaintenanceEquipment" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle Bergkamp,Inc. 052417ͲBGK "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" CemenTech,Inc. 052417ͲCMT "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" EZLinerIndustries 052417ͲEZL "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" PBLoaderCorporation 052417ͲPBL "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" VTLeeBoy,Inc. 052417ͲVTL "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" Waterblasting,LLC 052417ͲWTB "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" Weiler,Inc. 052417ͲWLR "RoadwayMaintenanceEquipmentwithRelated Accessories,Attachments,MaterialsandSupplies" NewDealDeicing 062817ͲNDD "AirportConsumableProductswithRelatedSuppliesand Services" NEWezIQCCONTRACTS CompanyName ContractNumber StateͲRegionͲTypeofWork ezIQCRENEWALS CompanyName ContractNumber MTSContracting,Inc. MOͲGSAͲGC02Ͳ091118ͲMTS J.E.NovackConstructionCompany MOͲGSLAͲGC02Ͳ091118ͲJNC WrightConstructionServices,Inc. MOͲGSLAͲGC03Ͳ091118ͲWCS ezIQCCONTRACTEXTENSIONS CompanyName ContractNumberCONSENTAGENDAITEMSDigitalHealthProductsandSolutions LabServicesandTestingwithRelatedProductsandSupplies PublicSafetyTrainingandSimulationEquipment RequestingBoardpermissiontoReͲSolicitthefollowingcategories: RequestingBoardpermissiontoSolicitthefollowingcategories: StateofCaliforniaͲIndefiniteDeliveryIndefiniteQuantityConstruction MailingandPostageEquipmentandTechnology COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #080521 Entitled Roadway Maintenance Equipment The following advertisement was placed June 17, 2021 in USA Today, in South Carolina’s The State, in The Oklahoman and on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov, Biddingo, Merx, The New York State Contract Reporter www.nyscr.ny.gov, PublicPurchase.com, and June 18, 2021 in Oregon’s Daily Journal of Commerce: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Roadway Maintenance Equipment to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 5, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: Aebi Schmidt North America Marathon Equipment, Inc. American Highway Solutions Merit Manufacturing, Inc. Anderson Hydra Platforms, Inc. Niece Equipment, LP Asphalt Zipper, Inc. Pavement Technologies International Corp. Astec Industries PB Loader Corporation B-TEK SCALES, LLC Prime Vendor, Inc. Bergkamp, Incorporated Ray-Tech Infrared Betts Platinum Group, LLC Regina Construction Association BOMAG America, LLC Road Groom Mfg., LLC Bonnell Industries, Inc. Road Widener, LLC Broce Manufacturing Company, Inc. RoadHog, Inc. Bucher Municipal SB Manufacturing, Inc. Calder Brothers Corporation Skip-Line, LLC Cemen Tech, Inc. Snowek Oy Sourcewell Page 2 of 5 Chambers American Products, Inc. Spaulding Mfg., Inc. Cimline, Inc. Stepp Manufacturing Company, Inc. Crafco, Inc. Stonebrooke Equipment, Inc. Cyclone Technology, LLC Striping Service and Supply, Inc. Diamond Steel, Co. SWS Warning Lights, Inc. Dynapac North America, LLC The Blue Book Network Edge Equipment, Ltd. The Tools Man, Inc. Environmental Equipment Supply ThorWorks Industries, Inc. Equipment Works, Inc. LLC Toromont Cat, A Division of Toromont Industries, Ltd. Etnyre International United Rotary Brush Corporation Falcon Equipment Holdings, LLC Vogel Traffic Services, Inc. Goldstar Asphalt Products Wanco, Inc. Heat Design Equipment, Inc. Warren Power Attachments Intermountain Sign and Safety Waterblasting, LLC. Keizer Morris International, Inc. Weiler, Inc. Land Pride, A Division of Great Plains Mfg., Inc. Wirtgen America, Inc. All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on August 5, 2021, at 4:32:43 pm CT. Proposals were received from the following: ASH North America, Inc., dba Aebi Schmidt North America and dba M-B Companies, Inc. Asphalt Zipper, Inc. Astec Industries Bergkamp, Incorporated BOMAG America, LLC Bonnell Industries, Inc. Broce Manufacturing Company, Inc. Cimline, Inc. Crafco, Inc. Dynapac North America, LLC (Fayat North America, LLC) Etnyre International Falcon Equipment Holdings, LLC Goldstar Asphalt Products (NPG, Inc.) Heat Design Equipment, Inc. Keizer Morris International, Inc. Land Pride, A Division of Great Plains Mfg., Inc. Marathon Equipment, Inc. Pavement Technologies International Corp. (Pavementgroup) PB Loader Corporation Road Groom Mfg., LLC RoadHog, Inc. SB Manufacturing, Inc. (Superior Broom) Skip-Line, LLC Sourcewell Page 3 of 5 Spaulding Mfg., Inc. Stepp Manufacturing Company, Inc. Striping Service and Supply, Inc. ThorWorks Industries, Inc. dba SealMaster, Inc. Vogel Traffic Services, Inc. dba EZ Liner Warren Power Attachments (Total Patcher) Waterblasting, LLC (Hog Technologies) Proposals were reviewed by the Proposal Evaluation Committee: Greg Grunig, Procurement Lead Analyst Michael Muñoz, CPPB, Procurement Analyst Carol Jackson, Procurement Analyst Stephanie Haataja, CPIM, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that all proposal responses met the scope and mandatory submittal requirements and were evaluated. ASH North America, Inc., dba Aebi Schmidt North America and M-B Companies, Inc., manufactures a variety of asphalt broom attachments and pavement marking equipment. Their “flush on the fly system” increases operator safety and productivity. The Aebi Schmidt North America and M-B Companies organization operates with a sizeable sales staff, over 100 dealers, and a dedicated field service team to serve Sourcewell participating entities across the United States and Canada. They are offering Sourcewell participating entities competitive discounts from list pricing. Cimline, Inc., offers a large selection of crack sealers, mastic patchers and spray patchers. They also provide equipment operation and service training, either directly or from a servicing dealer, free of charge within the continental U.S. and Canada. The expansive Cimline dealer network is supported by an internal sales staff and customer care team to meet the sales and service needs of Sourcewell participating entities. They offer solid pricing discounts with additional savings available on quantity purchases. Crafco, Inc., is the manufacturer of crack sealants, mastic and patching products and an authorized distributor of related products and equipment. Crafco sales and service are delivered by a mix of distributors, their own supply centers and manufacturing plants locations geographically dispersed across the U.S. and Canada. They offer a range of sizeable discounts from list pricing to Sourcewell participating entities. Keizer Morris International, Inc., provides numerous infrared asphalt recyclers, asphalt milling recyclers, mastic machines and hotbox patchers. Keizer Morris is ready to serve Sourcewell participating entities throughout the United States and Canada utilizing their distributor and dealer network along with internal sales and service forces. They are offering a range of competitive discounts from MSRP rates. PB Loader Corporation offers a selection of pothole patching and truck mounted emulsion spray systems, along with complementary equipment. They offer free operator and maintenance training to end users. PB Loader has a direct sales staff and a dealer network with 44 locations across the United States and Canada to serve Sourcewell participating entities. Their pricing reflects solid discounts off MSRP with quantity purchase discounts available. Sourcewell Page 4 of 5 Vogel Traffic Services, Inc., dba EZ Liner, offers a large selection of pavement marking equipment. EZ Liner is a registered small-business enterprise and also a frequent partner with other SBEs. EZ Liner will serve participating entities directly through their team of territory sales managers. Their pricing represents a range of considerable discounts by product category for Sourcewell participating entities. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #080521 to: ASH North America, Inc., (Aebi Schmidt North America & M-B Companies, Inc.) #080521-AEB Cimline, Inc. #080521-CME Crafco Inc. #080521-CFC Keizer Morris International, Inc. #080521-KMI PB Loader Corporation #080521-PBL Vogel Traffic Services, Inc. #080521-EZL The preceding recommendations were approved on October 4, 2021 ___________________________________ Greg Grunig, Procurement Lead Analyst _____________________________________ Michael Muñoz, CPPB, Procurement Analyst _____________________________________ Carol Jackson, Procurement Analyst _______________________________________ Stephanie Haataja, CPIM, Procurement Analyst Sourcewell Page 5 of 5 STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #080521 for Roadway Maintenance Equipment. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell’s bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell’s Procurement Policy. Jeremy Schwartz, CSSBB, CPPO Chief Procurement Officer AebiSchmidtNorthAmericadbaMͲBCompanies,Inc. AsphaltZipper,Inc. AstecIndustriesBergkamp,Incorporated BOMAGAmerica,LLCBonnellIndustries,Inc.BroceManufacturingCompany,Inc. Cimline,Inc. Crafco,Inc.DynapacNorthAmerica,LLC(FayatNorthAmerica,LLC) EtnyreInternationalFalconEquipmentHoldings,LLCGoldstarAsphaltProducts(NPG,Inc.)HeatDesignEquipment,Inc.KeizerMorrisInternational,Inc.Possible PointsConformancetoRFPRequirements5043 40 41 41 40 39 37 40 41 40 40 43 37 35 41 Pricing400345 318 315 323 322 339 306 341 334 311 316 285 264 270 340 FinancialViabilityandMarketplaceSuccess7565 60 64 64 61 62 58 63 63 66 62 62 55 49 66 AbilitytoSellandDeliverService10083 74 82 75 78 78 76 82 84 83 75 78 63 63 81 MarketingPlan5045 37 38 38 38 43 34 42 41 38 37 42 34 33 41 ValueAddedAttributes7565 60 58 58 49 63 53 59 62 61 61 61 58 52 58 Warranty5042 42 41 41 41 40 39 42 40 41 42 43 37 37 42 DepthandBreadthofOfferedEquipment,Products,orServices200156 151 141 150 145 131 139 161 168 134 153 156 153 153 152 Total Points 1,000 844 782 780 790 774 795 742 830 833 774 786 770 701 692 821Rank Order 2 16 17 11 18.5 8 22 4 3 18.5 13 20 26 27 6LandPride,ADivisionofGreatPlainsMfg.,Inc.MarathonEquipment,Inc.PavementTechnologiesInternationalCorp.PBLoaderCorporationRoad Groom Mfg, LLC RoadHog, Inc.SB Manufacturing, Inc. (Superior Broom) Skip-Line, LLC Spaulding Mfg, Inc.SteppManufacturingCompany,Inc.StripingServiceandSupply,Inc.ThorWorksIndustries,Inc.dbaSealMaster,Inc.VogelTrafficServices,Inc.dbaEZLinerWarrenPowerAttachments(TotalPatcher)Waterblasting,LLC(HogTechnologies)Possible PointsConformancetoRFPRequirements5041 34 40 46 39 37 40 38 40 40 31 39 42 29 42 Pricing400311 304 239 350 265 334 341 328 271 319 263 311 333 261 310 FinancialViabilityandMarketplaceSuccess7563 51 61 62 55 59 60 57 60 61 49 60 65 45 62 AbilitytoSellandDeliverService10087 66 78 85 65 78 80 69 75 74 59 78 76 56 75 MarketingPlan5042 34 43 44 35 37 38 37 38 41 29 40 43 28 38 ValueAddedAttributes7561 51 63 65 55 58 59 54 62 55 43 55 65 41 55 Warranty5040 38 42 43 41 39 39 39 41 42 32 38 42 37 41 DepthandBreadthofOfferedEquipment,Products,orServices200139 151 163 158 119 151 143 135 146 162 120 166 158 134 161 Total Points 1,000 784 729 729 853 674 793 800 757 733 794 626 787 824 631 784Rank Order 14.5 24.5 24.5 1 28 10 7 21 23 9 30 12 5 29 14.5GregGrunig,ProcurementLeadAnalyst MichaelMuñoz,CPPB,ProcurementAnalyst SteffHaataja,CPIM,ProcurementAnalyst CarolJackson,ProcurementAnalystProposal EvaluationRoad Maintenance Equipment RFP #080521 ProposalOpeningRecord Dateofopening:August5,2021 SourcewellpostedRequestforProposal#080521,fortheprocurementofRoadwayMaintenanceEquipment, ontheSourcewellProcurementPortal[proportal.sourcewellͲmn.gov]onThursday,June17,2021,andthe solicitationremainedinanopenstatuswithintheportaluntilAugust5,2021,at4:30pmCT.TheRFPrequired thatallproposalsbesubmittedthroughtheSourcewellProcurementPortalnolaterthan4:30pmCTon August5,2021,thedateandtimespecifiedintheSolicitationSchedule. TheundersignedcertifythatallresponsesreceivedonRequestforProposal#080521weresubmittedthrough theSourcewellProcurementPortal,andthateachProposer’sresponsematerialwasdigitallysealedupon submissionandremainedinaccessibleuntiltheduedateandtimespecifiedintheSolicitationSchedule. Responseswerereceivedfromthefollowing: AebiSchmidtNorthAmericadbaMͲBCompanies,Inc.ͲSubmitted8/05/21at2:03:23PM AsphaltZipper,Inc.ͲSubmitted8/02/21at10:58:38AM AstecIndustriesͲSubmitted8/05/21at2:33:27PM Bergkamp,IncorporatedͲSubmitted8/04/21at7:22:33PM BOMAGAmerica,LLCͲSubmitted8/05/21at4:28:44PM BonnellIndustries,Inc.ͲSubmitted8/03/21at9:27:21AM BroceManufacturingCompany,Inc.ͲSubmitted7/30/21at9:04:23AM Cimline,Inc.ͲSubmitted8/05/21at11:45:07AM Crafco,Inc.ͲSubmitted8/02/21at12:48:32PM DynapacNorthAmerica,LLC(FayatNorthAmerica,LLC)ͲSubmitted8/05/21at10:09:45AM EtnyreInternationalͲSubmitted8/05/21at2:27:55PM FalconEquipmentHoldings,LLCͲSubmitted8/04/21at11:19:04AM GoldstarAsphaltProducts(NPG,Inc.)ͲSubmitted8/05/21at12:19:12PM HeatDesignEquipment,Inc.ͲSubmitted8/05/21at3:18:18PM KeizerMorrisInternational,Inc.ͲSubmitted8/05/21at10:10:54AM LandPride,ADivisionofGreatPlainsMfg.,Inc.ͲSubmitted8/05/21at4:01:41PM MarathonEquipment,Inc.ͲSubmitted8/03/21at11:04:51AM PavementTechnologiesInternationalCorp.(Pavementgroup)ͲSubmitted8/05/21at3:55:02PM PBLoaderCorporationͲSubmitted8/05/21at2:04:49PM RoadGroomMfg.,LLCSubmitted8/02/21at2:35:07PM RoadHog,Inc.ͲSubmitted8/04/21at9:59:45AM SBManufacturing,Inc.(SuperiorBroom)ͲSubmitted8/02/21at4:32:21PM SkipͲLine,LLCͲSubmitted8/05/21at2:25:30PM SpauldingMfg.,Inc.ͲSubmitted8/05/21at2:19:35PM SteppManufacturingCompany,Inc.ͲSubmitted8/04/21at3:20:01PM StripingServiceandSupply,Inc.ͲSubmitted8/05/21at9:05:04AM ThorWorksIndustries,Inc.dbaSealMaster,Inc.ͲSubmitted8/04/21at9:45:36PM VogelTrafficServices,Inc.dbaEZLinerͲSubmitted8/05/21at3:36:27PM WarrenPowerAttachmentsͲSubmitted8/04/21at8:19:54AM Waterblasting,LLC.(HogTechnologies)ͲSubmitted8/04/21at3:27:58PM TheProposalswereopenedelectronically,andalistofallProposerswasmadepubliclyavailableinthe SourcewellProcurementPortal,onAugust5,2021,at4:32:43PMCT.Allresponsiveproposalswerethen submittedforreviewbytheSourcewellEvaluationCommittee. _______________________________________________________________________ KimAustin,MBA,CPPB,ProcurementLeadAnalystCarolJackson,ProcurementAnalyst 080521-PBL Rev. 3/2021 1 Solicitation Number: RFP #080521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and PB Loader Corporation, 5778 W. Barstow Ave., Fresno, CA 93722 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Roadway Maintenance Equipment from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires October 11, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 080521-PBL Rev. 3/2021 2 Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 080521-PBL Rev. 3/2021 3 returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; 080521-PBL Rev. 3/2021 4 x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 080521-PBL Rev. 3/2021 5 contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: 080521-PBL Rev. 3/2021 6 x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address; x Participating Entity City; x Participating Entity State/Province; x Participating Entity Zip/Postal Code; x Participating Entity Contact Name; x Participating Entity Contact Email Address; x Participating Entity Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 080521-PBL Rev. 3/2021 7 by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. 080521-PBL Rev. 3/2021 8 E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 080521-PBL Rev. 3/2021 9 resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 080521-PBL Rev. 3/2021 10 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. 080521-PBL Rev. 3/2021 11 The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 080521-PBL Rev. 3/2021 12 no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 080521-PBL Rev. 3/2021 13 primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 080521-PBL Rev. 3/2021 14 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 080521-PBL Rev. 3/2021 15 C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 080521-PBL Rev. 3/2021 16 of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 080521-PBL Rev. 3/2021 17 and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. 080521-PBL Rev. 3/2021 18 T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. 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7KH3URSRVHUGHFODUHVWKDWWKHUHLVDQDFWXDORUSRWHQWLDO&RQIOLFWRI,QWHUHVWUHODWLQJWRWKHSUHSDUDWLRQRILWVVXEPLVVLRQDQGRUWKH3URSRVHUIRUHVHHVDQDFWXDORU SRWHQWLDO&RQIOLFWRI,QWHUHVWLQSHUIRUPLQJWKHFRQWUDFWXDOREOLJDWLRQVFRQWHPSODWHGLQWKHELG <HV1R 7KH%LGGHUDFNQRZOHGJHVDQGDJUHHVWKDWWKHDGGHQGXPDGGHQGDEHORZIRUPSDUWRIWKH%LG'RFXPHQW &KHFNWKHER[LQWKHFROXPQ,KDYHUHYLHZHGWKLVDGGHQGXPEHORZWRDFNQRZOHGJHHDFKRIWKHDGGHQGD Bid Number: RFP 080521 Vendor Name: PB Loader Corporation )LOH1DPH ,KDYHUHYLHZHGWKH EHORZDGGHQGXPDQG DWWDFKPHQWVLI DSSOLFDEOH 3DJHV $GGHQGXPBB5RDGZD\B0DLQWB(TXLSWB5)3B :HG-XO\30 $GGHQGXPBB5RDGZD\B0DLQWB(TXLSWB5)3B 0RQ-XO\30 $GGHQGXPBB5RDGZD\B0DLQWB(TXLSWB5)3B )UL-XO\30 $GGHQGXPBB5RDGZD\B0DLQWB(TXLSWB5)3BB'UDIW 7KX-XQH30 Bid Number: RFP 080521 Vendor Name: PB Loader Corporation The New York State Contract Reporter This document printed Wednesday, 06/16/2021 NYS' official source of contracting opportunities Bringing business and government together Contracting Opportunity * * * This ad has not been published. It has been reviewed and pending publication. * * * Title:Roadway Maintenance Equipment Agency:Sourcewell Division:Procurement Department Contract Number:080521 Contract Term:4 years, with potential 1 year extension Date of Issue:06/17/2021 Due Date/Time:08/05/2021 4:30 PM Central Time County(ies):All NYS counties Classification:Construction Horizontal: Highways & Roadways; Maintenance, Repair & New Construction - Commodities Opportunity Type:General Entered By:Chris Robinson Description:Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Roadway Maintenance Equipment to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal .sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 5, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Service-Disabled Veteran-Owned Set Aside: No 1 of 2 Contact Information Primary contact:Sourcewell Procurement Department Chris Robinson Procurement Manager 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 rfp@sourcewell-mn.gov Submit to contact:Sourcewell Procurement Department Chris Robinson Procurement Manager 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 rfp@sourcewell-mn.gov © 2021, Empire State Development http://www.esd.ny.gov/ 2 of 2 AFFIDAVIT OF PUBLICATION Account #Order Number Identification Order PO Amount Cols Depth 34474 82446 Print Legal Ad - IPL0028222 $126.85 1 1.77 SOURCEWELL PO BOX 219 STAPLES, MN 56479 Attention:Carol Jackson Extra charge for lost or duplicate affidavits. Legal document please do not destroy! Sworn to and subscribed before me this 17th day of June in the year of 2021 Notary Public in and for the state of Texas, residing in Dallas County No. of Insertions:1 Beginning Issue of:06/17/2021 Ending Issue of:06/17/2021 State of South Carolina County of Richland I, Tara Pennington, makes oath that the advertisment, was published in The State, a newspaper published in the City of Columbia, State and County aforesaid, in the issue(s) of Tara Pennington Errors- the liability of the publisher on account of errors in or omissions from any advertisement will in no way exceed the amount of the charge for the space occupied by the item in error, and then only for the first incorrect insertion.” SPORTS U SA TODAY ❚THURSDAY, JUNE 17, 2021 ❚5C Place your advertisement in USA TODAY Marketplace! To advertise, call: 800-397-0070 GET NOTICED! Advertise in USA TODAY’s Marketplace!Call:1-800-397-0070 To view more Classified listings, visit: classifieds.usatoday.com NOTICES EDUCATIONPUBLIC NOTICE COLLEGES/ UNIVERSITIES OIL AND GAS INDUSTRIES UNIVERSITY SCHOLARSHIP Each year, The Oil and Gas Industries is pleased to announce its University Scholar- ship for USA Citizens. If you are education- ally and economically disadvantaged students you are encouraged to apply. The university will award various scholarship awards according to programs. If you meet the eligibility criteria for an award and are in need of financial assistance, you are encouraged to apply. Course:Freshman courses Subject:Various subjects Eligibility:Freshman or current University/College Students Application Deadline:Varies Apply now: http://www.scholarships. oilandgasindustries.com Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Roadway Maintenance Equipment to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 5, 2021, at 4:30pm CentralTime, and late proposals will not be considered. LEGAL NOTICE The deadline to assert certain administrative expense claims in the bankruptcy cases of ITT Educational Services, Inc. (16-07207), ESI Service Corp. (16-07208) and/or Daniel Webster College, Inc. (16-07209) is July 29, 2021 at 4:00 p.m. (prevailing Eastern time). Please go to www.omnimgt.com/itt for addi- tional information. TRAVEL CAMPGROUNDS Boulder Creek Lodge in beautiful southwest Montana is located between two mountain ranges that make up the Northern Rocky Mountains. Located 11 miles north of Philipsburg, Mt or midway between Glacier National Forest and Yellowstone. During your visit plan on fishing, sapphire mining, visiting ghost towns, and visiting a famous candy store. Destinations within a short drive of the resort: Phillipsburg, Butte, Deer Lodge, Anaconda, Missoula, and Helena, Montana. Resort features: Cabins, Glamping Tipis and Conestoga Wagon, RV Park, restaurant and free strong wifi. BoulderCreekLodgeMontana Call 406-859-3190 www.bouldercreeklodgemontana.com Celebrate 2021 at Boulder Creek Lodge Montana “The Happiest Place in Montana” It is time to plan your 2021 Summer Vacation Think Montana 4 Boulder Creek Road, Hall, Montana 59837 who is in his 13th season and says MLB’s foreign substance crackdown “is not go- ing to affect me at all. “I don’t think it’s, ‘OK, this guy’s spin rate’s down, his slider’s not as good, his fastball’s not jumping as much, so it must be sticky.’ The way things are these days, people will jump to conclu- sions. But it’s not always the right one.” MLB’s announcement Tuesday that beginning Monday it will instruct um- pires to vigorously enforce rules against foreign substance use comes after years of players pushing the rulebook too far, leaping from the gentlemanly and ac- cepted use of pine tar to more complex and impactful products like Spider Tack, stuff that crosses the line from control aid to performance enhancer. And so, not unlike the great awaken- ing on steroid use at the turn of this cen- tury, the hunt is on. Who’s been gooping up? And who’s going to get shelled when they stop? This will be an inquisition unlike any we’ve seen. When batters and pitchers alike juiced up with steroids, growth hor- mones and other PEDs for much of the 1990s and 2000s, the lone evidence was in physical changes to a player or a spike in their slugging percentage or strikeout rates. In the absence of drug testing, which did not begin until 2003, some players were so blatant in their usage that fans could reasonably intuit some- thing was amiss based on performance. Meanwhile, dozens of others skated past the suspicion and even received a lifetime immunity of sorts if they were not entangled in the Mitchell Report, MLB’s 2007 investigation into PED use that implicated nearly 100 players yet was far from an exhaustive accounting of PED use. Now, in the great sticky crackdown of 2021? Observers need only point their browsers to a player’s statistical per- formance and his spin rate data, easily accessible on Baseball Savant, an ad- vanced-metrics website now under MLB’s umbrella. Was Bieber’s poor performance inju- ry related or because he swore off for- eign substances? Is a 12% drop in spin on his curveball from an early April start to a June 3 start – two days after MLB informed owners a crackdown was coming – due to substance cessation or any of the dozens of factors, including health, that affect pitching perform- ance? With umpires authorized to shake down pitchers multiple times a game, those caught red-handed – or on their belt, glove, cap, shoes, whatever – will be nailed in plain sight and suspended. Those who suddenly regress, with ei- ther their spin rate plummeting or their ERA soaring, may find themselves in- dicted in the court of public opinion without physical evidence. “In the steroid era, if someone was good, it was automatically, ‘He’s on ster- oids,’ ” Red Sox reliever Matt Barnes said after Boston’s previously solid pitching staff was pounded for 53 runs over six games last week. “The easiest way to justify someone being bad or good over a stretch is something other than what it really is. It’s just the easiest way to talk about it. That’s what hap- pens when you play 162 games. There’s too many games to stay at an elite level for every single one of them. “(Foreign substances) just seems like an easy way out.” Indeed, a Boston Globe analysis of Red Sox pitchers revealed no substan- tial drop in pitcher spin rate during their staffwide slump, which also came in the days following the news of the impend- ing crackdown. The cat-and-mouse game between players and the game’s enforcement wing will now be enhanced – the cat, in this case, umpires, will be ordered to check pitchers multiple times a game. Balls and, if necessary, equipment will be collected as evidence. Yet rooting out all foreign substance use is virtually im- possible – particularly if pitchers in- spected and found to be clean are em- boldened. “You’re not supposed to break the speed limit, too. But you do. You know what I’m saying?” says Astros manager Dusty Baker. Meanwhile, much of the rhetoric from the steroids era has returned, with players and executives either claiming/ feigning ignorance or welcoming scruti- ny, taking Detwiler’s tack that they have nothing to hide. Yankees GM Brian Cashman said Tuesday that he’d “never heard of Spider Tack until three weeks ago. Honest to God.” That would put him at odds with the dozens of players who have either used it or experimented with it or chatted about it in long walks to the outfield to shag fly balls or the many hours of dead time spent with comrades in the bull- pen. Many will be fighting a public per- ception battle wrought by one of their peers. Dodgers starter Trevor Bauer claimed in 2020 that upward of 70% of pitchers use foreign substances. In 2018, he essentially confirmed he ex- perimented with a pine tar mixture dur- ing the first inning of one start, if only to illustrate how that one-inning spike in spin rate proved the efficacy of foreign substances. And after perhaps joining them in- stead of trying to beat them, his spin rates soared as he won the 2020 Nation- al League Cy Young Award, and then dipped in recent weeks. Perhaps he laid off the stuff. Perhaps he’ll turn back into a league average-ish pitcher post-crackdown, albeit after se- curing $102 million over three years from the Dodgers. And perhaps only the tincture of time can tell us the whole story – eager though we might be to scamper online, calculate a dip in spin rate and convict the guilty party. “I think false correlations are made every single day,” says Brewers manager Craig Counsell. “Every player in there deals with a false correlation nearly ev- ery day he plays the game. It’s part of being a professional athlete, especially the world these athletes live in with so- cial media. “I don’t think it’ll be that obvious. I think there’s going to be adjustment pe- riods and then it will all go back to nor- mal. Good players are going to be good players.” MLB Continued from Page 1C MLB’s enforcement crackdown will begin Monday.JAE C. HONG/AP But more than any other day this sea- son, Wednesday felt like the breaking point to acknowledge that what the NBA tried to pull off this year was a mistake if any part of its goal was to have enough healthy players to have a playoff worth caring about. Of the eight teams that made the quarterfinals this season, seven will have to either overcome a serious injury to a key player in the playoffs or have a built-in excuse because of it. The eighth team, the Suns – who are resting com- fortably awaiting the Western Confer- ence finals – now have to deal with the uncertainty of Chris Paul reportedly en- tering COVID-19 health and safety pro- tocols. Some percentage of this is the cost of doing business. Injuries do happen, and they’ll never be eliminated as a factor in any team’s destiny. But when you’ve got Kawhi Leonard sidelined with an ACL injury now, the Jazz uncertain when or if Mike Conley will be available due to a hamstring, Joel Embiid laboring on a torn meniscus for the 76ers, and the Nets having to do this with Kyrie Irving and James Harden go- ing in and out of the lineup, there’s a trend that can’t be ignored. When the players who are carrying the biggest load night in and night out for these teams are struggling to stay healthy amid this crazy schedule, it doesn’t feel like a coincidence. To expand it out even further, eight different All-Stars have missed a playoff game this season, and that doesn’t even account for the anterior cruciate liga- ment injury to Jamal Murray that basi- cally ended Denver’s chances of win- ning a title, De’Andre Hunter having me- niscus surgery after Atlanta’s first- round win over the Knicks or Donte Di- Vincenzo suffering a season-ending foot injury during Milwaukee’s first- round series against Miami. This isn’t normal, and it needs to spark some serious conversations with- in the league about the appropriate number of games in the season, playing back-to-backs, adding rest periods within the season, cutting down on trav- el, and much more. Everything should be on the table. The hard part is that intelligent peo- ple in sports – and NBA executives are nothing if not intelligent – prefer that their decisions be driven by numbers. They don’t want to make big changes in response to a small set of data points, and the NBA’s publicly stated position has been that injuries were not worse this year versus past years. But the eye test and common sense have to apply here, too. What the NBA schedule demanded of its players this season was insanity: lots of three-game in four night stretches, plenty of back- to-backs with travel in between, and precious few opportunities for teams to catch their breath or get healthy. Having star players break down right and left with soft tissue injuries, especially dur- ing the playoffs, was always a logical outcome of putting them through a con- densed schedule. Now it’s reality. Some will say that James’ told-you- so critique of the way this season played out has echoes of sour grapes. He never quite got right after suffering a high an- kle sprain on March 20, and the Lakers pretty much reached the end of the line when Anthony Davis went down with a groin injury in Game 4 against the Suns. But his point about what the NBA’s goals should be is worth taking serious- ly for next season and beyond. Without acknowledging the mistake of this schedule and the health of players being better taken into account in the future, this seems likely to happen again. If these playoffs are ultimately little more than a test of attrition, so be it. Crown the worthy champion and move on. But trading a quality playoff product for regular season revenue is not a strat- egy that will do anything for the NBA’s appeal over the long term. With this latest batch of injuries, per- haps the league will finally acknowledge that something needs to be fixed. Wolken Continued from Page 1C Superstar forward LeBron James played only 45 of the Lakers’ 72 games this season.ASHLEY LANDIS/AP NBA Best-of-seven; x-if necessary Eastern Conference semifinals Brooklyn vs. Milwaukee, Brooklyn leads 3-2 Tuesday: Brooklyn won 114-108 Thursday: at Milwaukee, 8:30 ET (ESPN) x-Saturday: at Brooklyn, TBD (TNT) Philadelphia vs. Atlanta, tied 2-2 Wednesday: Atlanta at Philadelphia Friday: Philadelphia at Atlanta, 7:30 ET (ESPN) x-Sunday: Atlanta at Philadelphia, TBD Western Conference semifinals Phoenix vs. Denver, Phoenix won 4-0 Utah vs. LA Clippers, tied 2-2 Wednesday: at Utah Friday: at LA Clippers, 10 ET (ESPN) x-Sunday: at Utah, TBD Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Roadway Maintenance Equipment to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 5, 2021, at 4:30pm Central Time, and late proposals will not be considered. NOTICES PUBLIC NOTICE usat-usatnonbus-sourcewell-display-public-notice-17343.indd 1usat-usatnonbus-sourcewell-display-public-notice-17343.indd 1 6/14/21 1:00 PM6/14/21 1:00 PM Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 1 RFP #080521 REQUEST FOR PROPOSALS for Roadway Maintenance Equipment Proposal Due Date: August 5, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Roadway Maintenance Equipment to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 5, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: June 17, 2021 Pre-proposal Conference: July 15, 2021, 10:00 a.m., Central Time Question Submission Deadline: July 29, 2021, 4:30 p.m., Central Time Proposal Due Date: August 5, 2021, 4:30 p.m., Central Time Late responses will not be considered. Opening: August 5, 2021, 6:30 p.m., Central Time See RFP Section V.G. “Opening” Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 2 I. ABOUT SOURCEWELL A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: • Federal and state government entities; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. In Canada, Sourcewell’s contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 3 • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations: MASH (municipalities, academic institutions, schools and hospitals) and MUSH (municipalities, universities, schools and hospitals) sectors, and other governmental agencies eligible to use the Sourcewell contracts. MASH and MUSH sector refers to regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities, as well as any corporation or entity owned or controlled by one or more of the preceding entities, including but not limited to represented associations, Saskatchewan Association of Rural Municipalities ("SARM"), Association of Manitoba Municipalities ("AMM"), Local Authorities Services/Association of Municipalities Ontario ("LAS/AMO", excluding the cities of Toronto and Ottawa), Nova Scotia Federation of Municipalities (“NSFM”), Federation of Prince Edward Island Municipalities (“FPEIM”), Municipalities Newfoundland Labrador (“MNL”), Union of New Brunswick Municipalities (“UNBM”), North West Territories Association of Communities ("NWTAC") and their members. RMA Participants may include all not-for-profit agencies for Canadian provinces and territories. For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In the United States each state-level procurement department receives notice for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Roadway Maintenance Equipment, including, equipment, attachments, accessories, and related technology designed or primarily intended for use in the maintenance of road and highway surfaces, such as: a. Asphalt recyclers and reclaimers; b. Patchers, seal coaters, crack sealers, and mastic and adhesive melters; c. Chip spreaders, asphalt brooms, and pavement grinding or grooving equipment; and, d. Pavement marking application and removal equipment. 2. This solicitation should NOT be construed to include: a. Road construction equipment. 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies (RFP #122017) b. Public Utility Equipment with Related Accessories and Supplies (RFP #012418) c. Snow and Ice Handling Equipment, Supplies, and Accessories (RFP #080818) d. Trailers with Related Equipment, Accessories, and Services (RFP #121918) e. Heavy Construction Equipment with Related Accessories, Attachments, and Supplies (RFP #032119) f. Medium Duty and Compact Construction Equipment with Related Attachments, Accessories, and Supplies (RFP #040319) g. Portable Construction Equipment with Related Accessories and Attachments (RFP #041719) h. Equipment Rental with Related Services (RFP #062320) i. Road Right-of-Way Maintenance Equipment (RFP #070821) j. Roadway Paving Equipment (RFP #TBD) Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 5 situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one year extension that may be offered based on the best interests of Sourcewell and its Participating Entities. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 6 E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $15 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 7 (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation. To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 8 Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Supplier Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 9 If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Supplier Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 10 E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. G. OPENING The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use. o A proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs. • Total evaluation scores. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 11 • The attributes of proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A protest must include the following items: • The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the alleged procedural, technical, or legal defect; Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 12 • Analysis of the basis for the protest; • Any additional supporting documentation; • The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Rev. 3/2021 Sourcewell RFP #080521 Roadway Maintenance Equipment Page 13 Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. 6/24/2021 Addendum No. 1 Solicitation Number: RFP 080521 Solicitation Name: Roadway Maintenance Equipment Consider the following amendment to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. RFP Amendment: As the result of the publication of an RFP that has been identified as not included in the equipment, products, or services of this solicitation, RFP Subsection II. B. 3. j. is revised to remove the (RFP #TBD) placeholder, and insert the actual RFP number, to read as follows: * * * * j. Roadway Paving Equipment (RFP #081221) * * * * The remainder of the RFP content remains unchanged. End of Addendum Acknowledgement of this Addendum to RFP 080521 posted to the Sourcewell Procurement Portal on 6/24/2021, is required at the time of proposal submittal. 7/16/2021 Addendum No. 2 Solicitation Number: RFP 080521 Solicitation Name: Roadway Maintenance Equipment Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Most of our governmental sales go through our dealer network. Is it acceptable to list those in our list of top 5 even though they purchased through a dealer? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine the information necessary to best demonstrate their ability to serve Sourcewell participating entities and that they are willing and able to provide. The solicitation is a competitive process and proposals are evaluated on the content submitted. End of Addendum Acknowledgement of this Addendum to RFP 080521 posted to the Sourcewell Procurement Portal on 7/16/2021, is required at the time of proposal submittal. 7/26/2021 Addendum No. 3 Solicitation Number: RFP 080521 Solicitation Name: Roadway Maintenance Equipment Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What information from the proposal is automatically published in the public domain (e.g., Sourcewell web site)? And what information is only provided to another party upon their request for the information? In those instances, is the information only provided to the individual or organization that makes the request or is it shared more broadly? Can anyone make that request to get a copy of the information in our proposal? And what is the process they have to go through to make the request? Answer 1: The Sourcewell website is publicly available, and a prospective proposer may review the materials posted to the website at www.sourcewell-mn.gov. Sourcewell responds to all requests for data in accordance with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13. Question 2: Table 12: Pricing Offered. Question 66 states: The Pricing Offered in this Proposal is. This question is very vague, could you please provide a narrower description or examples of what information or description this question is asking for. Answer 2: Table 12, Question 66, includes a drop-down menu. A proposer will select the response that aligns with its proposal. Question 3: Table 13: Audit and Administrative Fee, Question 69 references a proposed Sourcewell administrative fee, but no guidelines are provided in either the Contract Template nor the RFP itself. What are the required administrative fees for this RFP? Answer 3: Refer to RFP Section III. B. – Administrative Fees, for directions on proposing an administrative fee. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and its industry. End of Addendum Acknowledgement of this Addendum to RFP 080521 posted to the Sourcewell Procurement Portal on 7/26/2021, is required at the time of proposal submittal. 7/28/2021 Addendum No. 4 Solicitation Number: RFP 080521 Solicitation Name: Roadway Maintenance Equipment Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What Additional Insured form do you want us to use for completed operations policy? Our insurance provider is asking, and we just want to make sure we use the right one. Answer 1: Refer to Section 18 of the Sourcewell template contract for insurance coverage requirements. Certificates of Insurance are required to be provided by awarded suppliers only, prior to the commencement of the contract. A request for modification to the Sourcewell contract template may only be submitted with a proposal. To request a modification to the template contract terms, conditions, or specifications (including any request to modify or clarify the insurance requirements), a proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications Form, which is found as the final Table of Step 1 in the proposal submission process. Question 2: In reference to the pricing that needs to be submitted, should we be submitting two price lists? One for Canadian customers and one for US customers? Please provide guidance as to how you want the pricing submitted in both currencies. Answer 2: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 080521 posted to the Sourcewell Procurement Portal on 7/28/2021, is required at the time of proposal submittal. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1352 Agenda Date:9/28/2023 Agenda #: 1.-H. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:CLIFF TRAUGH, Administrative Manager General Services Department SUBJECT Approve the award of a purchase contract to Pape Kenworth of Fresno, CA, for the purchase of three Kenworth T880 water trucks in the amount of $764,940 for the Department of Public Utilities and the Department of Public Works RECOMMENDATION Staff recommends Council approve the award of a purchase contract to Pape Kenworth of Fresno, CA, for the purchase of three Kenworth T880 water trucks in the amount of $764,940. EXECUTIVE SUMMARY The Department of Public Utilities (DPU), Water Operations Division and Department of Public Works (DPW), Street Maintenance Division and Landscape Maintenance Division seek to purchase three Kenworth T880 water trucks to perform water transport, dust mitigation, and maintenance related to their operations. The new trucks will be purchased as replacements and will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell. BACKGROUND DPU, Water Operations Division is responsible for delivering safe drinking water to approximately 500,000 residential, commercial, and industrial customers over a 114 square mile area. Their mission is accomplished through continuous maintenance of the freshwater system, which requires water trucks to mitigate dust on the roads, break up algae forming in canals, and flush water lines all throughout the City of Fresno. DPW, Street Maintenance Division provides service to the residents of Fresno through the construction and maintenance of roadways. This work is performed with backhoes for demolition, paving equipment to lay asphalt, and concrete finishing trucks to build curbs, gutters, and sidewalks. Water trucks are used in this application to mitigate dust created by the construction and maintenance projects. DPW, Landscape Division is responsible for maintaining 300 miles of city median islands, 11 pedestrian walking trails, and over 200,000 trees. Along with planting trees and maintaining green space, the landscape team is tasked with watering Fresno’s urban forest. This is accomplished by crews setting out early each morning with a water truck and watering the median islands with a boom on the moving truck. This work is currently being completed with aging trucks struggling with maintenance issues. The new units will be City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1352 Agenda Date:9/28/2023 Agenda #: 1.-H. This work is currently being completed with aging trucks struggling with maintenance issues.The new units will be standard 4,000-gallon water tanks on Kenworth T880 cab and chassis,which has proven to be a reliable combination within the fleet. The trucks will feature the latest emissions technology, exceeding the US 2010 emissions standard. The trucks identified for replacement are on a 10 year or 5,000-hour replacement schedule which has been established by the Fleet Management Division as the optimum replacement time.Currently the trucks are more than 14 years old and have experienced significant repairs costs. Staff recommends replacement of these units based on age and condition. The trucks will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell.The purchase price is $764,940.This price includes the Sourcewell cooperative purchasing discount applied to City purchases as well as sales tax at 8.35%.The Purchasing Division has approved this contract and recommends Council to approve. The City Attorney has reviewed and approved 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. LOCAL PREFERENCE Local preference was not implemented,the City of Fresno is using a cooperative purchase agreement to purchase these items. FISCAL IMPACT No general funds will be used to purchase these items.The funding to cover the purchase cost of the Kenworth T880 water trucks has been included in the FY2023 and FY2024 adopted budget under the DPU,Water Operations Division, the DPW,Street Maintenance Division,and DPW,Landscape Division.The source of funding for this project is the General Services Department,Fleet Management Division Replacement Fund,the Streets Operating Fund,generated by SB1 and PROP 111 Gas Tax,the Landscape Operating Fund,generated by Measure P,and the Water Operating Fund generated primarily by the collection of customer user fees. Due to global supply chain constraints the automotive industry has faced shortages of raw materials which has created massive under production in many vehicle types.This resulted in a lack of availability causing projects to not get completed within the typical 12-month period.Therefore,the funding for two of these trucks was not spent in FY2023 and if approved, the FY2023 funds will be re-appropriated to FY2024 to complete these acquisitions. Attachments: Acceptance & Award Combined Ads Comment & Review Evaluation Kenworth Contract RFP City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ REGULAR MEETING MINUTES OF THE SOURCEWELL BOARD OF DIRECTORS Tuesday, March 17, 2020 Conference Room 3 & 4 202 12th St. NE, Staples, MN 56479 Chair Wilson called the Regular Board meeting to order at 5:45p.m. with the following members present; Greg Zylka, Scott Veronen, Ryan Thomas, Sharon Thiel, Chris Kircher, Sara Nagel, and Mike Wilson. Linda Arts attended via ITV. Also present were Paul Brownlow, Verndale Public Schools, and Simoine Bolin, Mid-State Education District, Ex-Officios; Chad Coauette, Mike Carlson, Susan Nanik, Marcus Miller, Paul Drange, Jeremy Schwartz, Travis Bautz, Rebecca Grunig, Josh Meech, and Danielle Wadsworth, Sourcewell staff. Mr. Zylka moved, seconded by Ms. Nagel to accept the agenda as presented. Motion carried. Mr. Kircher moved, seconded by Mr. Veronen to accept the minutes of the Organizational Board Meeting held on February 18, 2020 and Regular Board Meeting held on February 18, 2020. Motion carried. Dr. Coauette presented a COVID-19 Business Update. Mr. Carlson presented the monthly Financial Reports. Mr. Veronen moved, seconded by Mr. Zylka to approve the Check Register, Wire Transfer activity, and Wire Transfer- Employee Expense reimbursements as detailed in the batch reports dated March 6, 2020. Motion carried. Mr. Veronen moved, seconded by Ms. Thiel to accept the Consent Agenda as follows: • Updated Membership Agreements Members added February 1-29, 2020 • Resolution to approve permission to solicit the following category: a. Wireless and Wireline Telecom Management Solutions • Resolution to approve permission to re-solicit the following categories: a. Class 4-8 Chassis with Related Equipment, Accessories, and Services • Sourcewell 2020-2021 Staffing & Program Recommendations and Rationale Motion carried. Mr. Miller gave an update on the Government Relations and General Counsel Departments. Mr. Schwartz gave an update on the Operations, Procurement, and Information and Communications Technology Departments and contracts awarded in February as noted in Appendix A. Ms. Nagel moved, seconded by Mr. Kircher to approve the Resolution to Approve Ratification of Cooperative Contracting Awards. Motion carried. Mr. Bautz gave an update on the Membership and Marketing Departments. Mr. Drange gave an update on the Regional Programs Department. Ms. Nanik gave an update on the Facilities and Human Resource Departments. Mr. Thomas moved, seconded by Mr. Zylka to approve the Personnel Recommendations. Motion carried. Mr. Carlson gave an update on the Finance and Risk Management Departments. Dr. Coauette gave an update on State/National Associations and Partnerships, Sourcewell Technology, Annual Board Retreat, and Minnesota Service Cooperative Conference Dates. Ms. Nagel moved, seconded by Mr. Zylka to adjourn the meeting at 6:50 p.m. Motion carried. APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS ‐ March 2020 Requesting Board permission to Solicit the following categories: Requesting Board permission to Re‐Solicit the following categories: NEW CONTRACTS CORT Business Services Corp. 121919‐COR "Furniture Solutions with Related Accessories and Services" Humanscale Corporation 121919‐HMN "Furniture Solutions with Related Accessories and Services" Krueger International, Inc. (KI) 121919‐KII "Furniture Solutions with Related Accessories and Services" OFS Brands, Inc. 121919‐OFS "Furniture Solutions with Related Accessories and Services" Palmer Hamilton 121919‐PHL "Furniture Solutions with Related Accessories and Services" Staples Contract & Commercial, LLC 121919‐SCC "Furniture Solutions with Related Accessories and Services" Steelcase, Inc. 121919‐STI "Furniture Solutions with Related Accessories and Services" Teknion, LLC 121919‐TKN "Furniture Solutions with Related Accessories and Services" Axon Enterprise 010720‐AXN "Public Safety Video Surveillance Solutions " Laser Aiming Systems 010720‐LSR "Public Safety Video Surveillance Solutions" Panasonic 010720‐PAN "Public Safety Video Surveillance Solutions " WatchGuard Video 010720‐WCH "Public Safety Video Surveillance Solutions" 5th YEAR RENEWALS (CONTRACT EXTENSIONS) PureGreen Services 040215‐PGE "Storage Products or Systems with Related Accessories" Auto Plus‐Pep Boys 062916‐PEP "Automotive and Truck Replacement Parts and Tires" Genuine Parts Company dba NAPA 062916‐GPC "Automotive and Truck Replacement Parts and Tires" O'Reilly Auto Enterprises 062916‐ORA "Automotive and Truck Replacement Parts and Tires" Schindler Elevator 100516‐SCH "Elevators, Escalators and Moving Walks" ThyssenKrupp Elevator Corporation 100516‐TKE "Elevators, Escalators and Moving Walks" NEW ezIQC CONTRACTS Rio Grande Valley Area TX‐RGV‐021920 Amstar, Inc. TX‐RGV‐GC‐021920‐AMS General Construction Centennial Contractors Enterprises TX‐RGV‐GC‐021920‐CCE General Construction Core Construction TX‐RGV‐GC‐021920‐CCT General Construction F.H. Paschen TX‐RGV‐GC‐021920‐FHP General Construction Huper Optik USA TX‐RGV‐GC‐021920‐HOP General Construction Trumble Construction TX‐RGV‐RC‐021920‐TCI Roofing Gulf Coast Area TX‐GC‐021920 Alpha Building Corporation TX‐GC‐GC‐021920‐ABC General Construction Amstar, Inc. TX‐GC‐GC‐021920‐AMS General Construction AR Energy Services TX‐GC‐GC‐021920‐ARE General Construction Centennial Contractors Enterprises TX‐GC‐GC‐021920‐CCE General Construction Core Construction TX‐GC‐GC‐021920‐CCI General Construction Dunhill Development and Construction TX‐GC‐GC‐021920‐DUN General Construction F.H. Paschen TX‐GC‐GC‐021920‐FHP General Construction Huper Optik USA TX‐GC‐GC‐021920‐HOP General Construction Lee Construction and Maintenance TX‐GC‐EC‐021920‐LCM ElectricalCONSENT AGENDA ITEMSClass 4‐8 Chassis with Related Equipment, Accessories, and Services Wireless and Wireline Telecom Management Solutions APPENDIX A Continued Lee Construction and Maintenance TX‐GC‐F‐021920‐LCM Flooring Lee Construction and Maintenance TX‐GC‐GC‐021920‐LCM General Construction Lee Construction and Maintenance TX‐GC‐P‐021920‐LCM Painting RoofConnect Logistics TX‐GC‐RC‐021920‐RCL Roofing RoofConnect Logistics TX‐GC‐W‐021920‐RCL Waterproofing Trumble Construction TX‐GC‐RC‐021920‐TCI Roofing TSG Industries TX‐GC‐GC‐021920‐TSG General Construction ezIQC ANNUAL RENEWALS Johnson‐Laux Construction, LLC OHGCAGCOMC‐020618‐JLC The K Company, Inc. OHGCAHVOMA‐020618‐TKC Custom Controls Group OHGCAHVOMB‐020618‐CCG Centennial Contractors Enterprises, Inc. OHGCAGCOMD‐020618‐CCE West Roofing Systems, Inc. OHGCAROMA‐020618‐WRS Custom Controls Group OHGCAROMB‐020618‐CCG Barbicas Construction Company, Inc. OHGCAAPOMA‐020618‐BCC Ohio Paving and Construction Company, Inc. OHGCACOMA‐020618‐OPC Henderson Contracting Co. LLC OHGCAGCMBB‐020618‐HCC Price Builders and Developers OHGCAGCMBA‐020618‐PBD Empire Paving, LLC OHGCAAPOMB‐020618‐EMP Foti Contracting LLC OHGCAGCOMB‐020618‐FCL Regency Construction Services Inc OHGCAGCOME‐020618‐REG Irizar Electric LLC OHGCAEOMA‐020618‐IEL F.H. Paschen, S.N. Nielsen & Associates, LLC OHGCAGCOMA‐020618‐FHP F.H. Paschen, S.N. Nielsen & Associates, LLC OHGCOAGCOMA‐022718‐FHP Armcorp Construction, Inc. OHGCOAGCOMB‐022718‐ACI Foti Contracting LLC OHGCOAGCOMC‐022718‐FCL Custom Controls Group OHGCOAGCOMD‐022718‐CCG Johnson‐Laux Construction, LLC OHGCOAGCOME‐022718‐JLC Armcorp Construction, Inc. OHGCOAEOMA‐022718‐ACI Whalen Electric LLC OHGCOAEOMB‐022718‐WHE Armcorp Construction, Inc. OHGCOACOMA‐022718‐ACI The K Company, Inc. OHGCOAHVOMA‐022718‐KCO Custom Controls Group OHGCOAHVOMB‐022718‐CCG Custom Controls Group OHGCOAROMA‐022718‐CCG K & W Roofing, Inc. OHGCOAROMB‐022718‐KWR Price Builders and Developers OHGCOAGCMBB‐022718‐PBD McDaniel's Construction Corp., Inc. OHGCOAGCMBA‐022718‐MCC ezIQC EXTENSIONS Centennial Contractors Enterprises, Inc. VA01VGC‐021417‐CCE The Matthews Group VA01NGC‐021417‐TMG FHP Tectonics Corp. VA02NGC‐021417‐FTC Centennial Contractors Enterprises, Inc. VA04NGC‐021417‐CCE Comfort Systems USA VA01NM‐021417‐CFS Centennial Contractors Enterprises, Inc. VA01HGC‐021417‐CCE Comfort Systems USA VA01HM‐021417‐CFS Harrisonburg Construction Co., Inc. VA02HGC‐021417‐HAR APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS -August 2020 NEW CONTRACTS Peterbilt Motors Company 060920-PMC Class 4-8 Chassis with Related Equipment, Accessories and Services The Lion Electric Co. 060920-LON Class 4-8 Chassis with Related Equipment, Accessories and Services West-Mark (Certified Stainless) 060920-CER Class 4-8 Chassis with Related Equipment, Accessories and Services National Auto Fleet Group 060920-NAF Class 4-8 Chassis with Related Equipment, Accessories and Services Crane Carrier Company 060920-CRN Class 4-8 Chassis with Related Equipment, Accessories and Services Autocar Truck 060920-ATC Class 4-8 Chassis with Related Equipment, Accessories and Services Navistar Inc.060920-NVS Class 4-8 Chassis with Related Equipment, Accessories and Services Kenworth Truck Company 060920-KTC Class 4-8 Chassis with Related Equipment, Accessories and Services Mack Trucks 060920-MAK Class 4-8 Chassis with Related Equipment, Accessories and Services 5th YEAR RENEWALS (CONTRACT EXTENSIONS) Ford Motor Co. 061015-FMA Fleet Related Maintenance Equipment Syn-tech Systems, Inc. 022217-SYS Fleet Management and Related Technology NEW ezIQC CONTRACTS Company Name Contract Number Type of Work and Region ezIQC RENEWALS J.J. Morley Enterprises, Inc.GA10-1-072115-JME Greene & Burdette Property Management, LLC GA07-2-072115-GBP Rubio and Son Interiors, Inc.GA07-1-072115-RSI Red Cloud Services, LLC GA05-1-072115-RCS Engineering Design Technologies, Inc.GA04-1-072115-EDT HCR Construction, Inc.GA03-3-072115-HCR Osprey Management, LLC GA03-2-072115-OML Johnson-Laux Construction, LLC GA03-1-072115-JLC Astra Construction Services, LLC GA02-2-072115-ACS Prime Contractors, Inc.GA02-1-072115-PCI Centennial Contractors Enterprises, Inc.GA-072115-CCE JOC Construction GA-072115-LRI F.H. Paschen, S.N. Nielsen & Associates, LLC GA-072115-FHP Brown & Root GA-072115-KBRCONSENT AGENDA ITEMSSkate Parks, Bike Parks, and Pump Tracks with Related Equipment and Services Playground and Water Play Equipment with Related Accessories & Services Open Air Structures and Recreation Buildings with Related Equipment and Services Rink Systems, Arena Supplies, and Mechanical with Related Equipment and Services Outdoor Fitness Equipment with Related Accessories & Services Requesting Board permission to Re-Solicit the following categories: Requesting Board permission to Solicit the following categories: 2 C ❚THURSDAY, APRIL 16, 2020 ❚USA TODAY SPORTS GET NOTICED! Advertise in USA TODAY’s Marketplace Today Marketplace! 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Be afraid. www.youtube.com/jfkcia FREE BOOK God's Puzzle Solved Box 1197 Montgomery, TX 77356 GodsPuzzleSolved.com e-mail:art@mokarow.com 936-788-2588 Leave Message No donations ever accepted NOTICE TO OFFERORS Sealed responses will be received by 1GPA office at 1910 W. Washington St. Phoenix, AZ. 85009 until Thursday, May 21, 2020 @ 11:00 am (AZ Time Zone) Request for Proposal Environmental Consultant RFP # 20-03P Sealed responses will be publicly opened in the 1GPA office immediately following the deadline for receiving responses. Solicitations may be downloaded online at www.publicpurchase.com. For additional information please contact Christy Knorr at 866-306-3893 or cknorr@1gpa.org NOTICES PUBLIC NOTICE Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. CentralTime, and late proposals will not be considered. SOUTHWEST FOODSERVICE EXCELLENCE (SFE), ON BEHALF OF CONTRACTED DISTRICTS, IS SOLICITING REQUEST FOR PROPOSAL FOR FOOD SERVICE SUPPLIES, COMMERCIAL DELIVERY, SFE 01-20-01. CONTRACTED DISTRICTS IN THE CENTRAL (NEW MEXICO AND TEXAS), EASTERN (MICHIGAN, MISSOURI, AND PENNSYLVANIA), SOUTHWEST (ARIZONA) REGIONS ARE INCLUDED IN THIS RFP WITH CONTRACT TERM JULY 1, 2020 THROUGH JUNE 30, 2021. 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To advertise in USA TODAY’s Marketplace, call:1-800-397-0070 Nothing that came out of Wednes- day’s conference call between Vice President Mike Pence and the College Football Playoff management commit- tee changes the bottom line for this fall: If colleges and universities aren’t open to students, it will be very diffi- cult for the season to start on time. That was part of the message the group relayed to Pence, according to American Athletic Conference Com- missioner Mike Aresco, who told USA TODAY Sports that the White House- initiated conversation was much ap- preciated by college sports stakehold- ers as they make various contingency plans for the season. “It was a good call,” said Aresco, who was one of the 10 conference com- missioners on the call, along with No- tre Dame athletic director Jack Swar- brick. “He talked about how important college sports were to the country, and we discussed how college sports were different from pro sports. We don’t have czars. We’re a national enterprise, but we’ll have local issues as we go forward. He seemed optimistic about some things and he asked us what we’d need to do if things were to reopen down the road.” Still, it appears a consensus has formed among athletic officials that the first step toward restarting college foot- ball will be universities opening their doors. The optics of having football players on campus when it is deemed unsafe for other students to be there would not just be bad, it would poten- tially undercut the argument that col- lege sports are tethered to education. “If things are all virtual and if you can’t have kids on campus, can you jus- tify the risks of having athletes on cam- pus?” Aresco said. “We’re an extension of the educational system. You can ar- gue if things are virtual and you can quarantine or isolate teams, is that fea- sible? I have no idea and I’m not going to venture an opinion on that at this point, but I’m not sure if it’s feasible.” CFP officials tell Penceopen campuses are key Dan Wolken USA TODAY Usually, Chris Paul knows how to find the answer to any question he has. That is what happens when you are the president of the National Basket- ball Players Association. That is what happens when you’re an NBA All-Star. This time Paul does not have any answers. How could he when no one else has them regarding when the novel coronavirus outbreak will stop and when the NBA can re- sume play? “It’s really just a wait-and-see game and hoping that the coronavirus gets con- tained,” Paul told USA TODAY Sports this week. “What we try to do from the union perspective is try to keep guys informed as much as possible and try to prepare for what we can control.” The Thunder guard said the NBPA is having ongoing conversations with the league on how it could salvage the sea- son. But he stressed the NBPA cares about only one variable: “If there is any way possible that we can play games for our fans without putting anyone’s health at risk, that is what everybody’s option is. But everybody understands health comes first before any of that.” Once the season was put on hold March 11, Paul could not wait to return to his home in Encino, California, to be with his wife (Jada), 10-year-old son (Chris) and 7-year-old daughter (Cam- ryn). He had spent most of his first sea- son in Oklahoma City away from his family. “This is the most we’ve all been able to be together,” Paul said. “That’s the case for a lot of families at home. It’s one of those things where you learn new things and learn not to take some things for granted.” Paul has maximized his family time. So much so that he did not seem to con- sider it difficult to put his frustration over his successful season (10th NBA All-Star Game appearance)into per- spective: “I’m a hell of a competitor. But I think, first and foremost, I’m a human being.” Confined with shelter-in-place rules, Paul has included his family in his work- outs. With his kids taking classes through Zoom sessions, Paul has tried to help them with their homework as- signments. He admittedly does not of- ten know the answers. “For most athletes, we always strive to be the best and try to be perfect. I’ve been able to realize how I’m not perfect. I’m not. That’s OK. You can get better at it. So I’m just trying to be better in differ- ent aspects.” Paul enjoying family timein ‘wait-and-see’ mode Mark Medina USA TODAY Paul With abundant energy and enthusi- asm, Greg Norman, the Great White Shark, devoured an hour’s worth of phone calls from fans this week on the appropriately named Attack Life Radio Live on Sirius XM Radio. From Tiger Woods to the COVID-19 global pandemic to fitness tips,Norman fielded questions from all across the U.S. on Tuesday. “Game on,” the two-time major champion and world No. 1 for 331 weeks said at the beginning. “Bring it on.” On came the questions. Among the many was one that dealt with Tiger Woods. Specifically, the first time he met and played with Woods. “Played with Tiger down here at Old Marsh Golf Club (in Palm Beach Gar- dens, Florida) when I think he was 15 years old. Got a call from some people, because I was No. 1 player at the time in the world, and they wanted me to play with him and for me to give my opinion on Tiger,” said Norman, now 65. “So I played nine holes with him and I like, wow. This kid is going to go a long way. “He was a sponge for information. He wanted to beat you, no matter if he was 15 years old. He just wanted to prove a point that no matter who you are or whether you’re No. 1, I’m going to come after you. Which was very, very positive to see.” Who won, the follow-up came. “You know, I can’t remember,” Nor- man said. “I really can’t remember.” Here are some of Norman’s other takes on a variety of subjects: How he’s dealing with the global pandemic:“I’m dealing with it OK. The whole world is in this fight together. I’ve had businesses shut down. I feel for my people who have worked for me for years and years and years to experience this. But I’ve come out of this with a sense of calm in a lot of ways because this is a bit of a wake-up call for the whole universe to say, ‘Hey, it’s going to happen again.’ How you come out of this one is going to determine how you are going to be prepared for the next one. I don’t like anybody kicking the can down the road. From the doctors and the nurses and health care work- ers and first responders to the military, to every country around the world, each and everyone of these people are putting their lives on the line for us. I’m a big admirer. I’m just trying to manage the process myself, both mentally and physically, and go through it day by day and not try and get ahead of my- self. I know we’ll come out of it. Hu- manity is much stronger and very in- telligent and very resilient in a lot of ways, so we will come out of it.” Why he didn’t play much senior tour golf:“I just got sick and tired of staying in hotel rooms from a Tuesday through a Sunday and just traveling, quite honestly. When I cut playing golf out of my schedule, I actually had 50% more time for myself, which was a big deal. On top of that, my business was really kicking off, my brand was kick- ing off, and I wanted to focus on build- ing that out. ... I still enjoyed playing, but the passion to really perform at the highest level wasn’t there. I quietly rode off into the sunset without any fanfare.” Fitness recommendations for someone coming out of the winter season:“Very easy. Stretching. Start getting your hamstrings stretched out, your lower back stretched out and your quads stretched out. All those things. And I would start working on squeez- ing a tennis ball, getting your finger strength back up. Because people for- get about that when you’re hanging onto a golf club and you’re swinging, and I don’t care if your swinging it 80 mph or 120 mph, the finger strength is going to want to do it.” Fred Couples, Tiger Woods and Greg Norman played in the Masters Tourna- ment in 1996 at Augusta National. FILE PHOTO BY STEPHEN MUNDAY/ ALLSPORT Norman sinks teethinto fans’ questions Steve DiMeglio Golfweek | USA TODAY Network Bids Homepage (/Module/Tenders/en/Home/BidsHomepage) Find more bids (https://proportal.sourcewell-mn.gov/) Create Account (/Module/Tenders/en/Vendor/Create /42b90b89-9f67-483a-96e3-9b0490d01d40) Login (/Module/Tenders/en/Login/Index /42b90b89-9f67-483a-96e3-9b0490d01d40) Click (https://www.bidsandtenders.ca)here (https://proportal.sourcewell-mn.gov/) to return to the Sourcewell Procurement Portal home page. Bid Details Bid Classification: Goods Bid Type: RFP - General Bid Number: RFP 060920 Bid Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Bid Status: Open Bid Closing Date: Tue Jun 9, 2020 4:30:00 PM (CDT) Question Deadline: Tue Jun 2, 2020 4:30:00 PM (CDT) Time-frame for delivery or the duration of the contract: Four years, with possible 1 year extension Negotiation Type: Refer to bid document Condition for Participation: Refer to bid document Electronic Auctions: Not Applicable Language for Bid Submissions: English unless specified in the bid document Submission Type: Online Submissions Only Submission Address: Online Submissions Only Public Opening: No https://proportal.sourcewell-mn.gov/Module/Tenders/en/Tender/Detail/9... 1 of 3 5/12/2020, 8:52 AM Documents Description: Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a national contracting solution for use by its members. Sourcewell members include thousands of governmental, higher education, K-12 education, not-for- profit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov (https://proportal.sourcewell- mn.gov/)]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Bid Document Access: Bid Opportunity notices and awards and a free preview of the bid documents is available on this site free of charge without registration. There is no cost to obtain an unsecured version of the document and /or to participate in this solicitation. Categories: Show Categories [+] The following are the meeting times and locations for the opportunity: Meeting Location Description Pre-Proposal Web Conference Login instructions will be provided to registered p takers by email two business days prior to the w conference. https://proportal.sourcewell-mn.gov/Module/Tenders/en/Tender/Detail/9... 2 of 3 5/12/2020, 8:52 AM Addenda File Name RFP_060920_Class_4-8_Chassis Wednesday April 15, 2020 06:07 PM RFP_060920_Class_4-8_Chassis_Contract_Template Wednesday April 15, 2020 04:32 PM File Name Addendum_1_Class_4-8_Chassis_RFP060920 Friday April 17, 2020 12:32 PM Addendum_2_Class_4-8_Chassis_RFP060920 Wednesday April 22, 2020 01:14 PM Addendum_3_Class_4-8_Chassis_RFP060920 Wednesday April 29, 2020 03:45 PM Addendum_4_Class_4-8_Chassis_RFP060920 Monday May 4, 2020 01:24 PM https://proportal.sourcewell-mn.gov/Module/Tenders/en/Tender/Detail/9... 3 of 3 5/12/2020, 8:52 AM Chat Help Logout [Switch to Vendor View] Home New Bid Closed Bids My Stuff Tools Bid RFP #060920 - Class 4-8 Chassis with Related Equipment, Accessories, and Services Bid Type RFP Bid Number 060920 Title Class 4-8 Chassis with Related Equipment, Accessories, and Services Start Date Apr 16, 2020 8:41:57 AM CDT End Date Jun 9, 2020 4:30:00 PM CDT Agency Sourcewell Bid Contact Chris Robinson (218) 895-4168 rfp@sourcewell-mn.gov 202 12th Street NE P.O. Box 219 Staples, MN 56479-0219 Access Reports View reports on who has been notified of the bid or accessed it. [Notification report] [Access report] Questions 0 Questions 0 Unanswered [View/Ask Questions] Edit Bid [Create Addendum] Description Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Pre-Bid Conference Date May 19, 2020 10:00:00 AM CDT Location Online Webinar Notes Pre-Proposal login information will be emailed two days prior. Documents No Documents for this bid Customer Support: agencysupport@publicpurchase.com | Copyright 1999-2020 © | The Public Group, LLC. All rights reserved. Public Purchase: Bid RFP #060920 - Class 4-8 Chassis with Related Eq... https://www.publicpurchase.com/gems/bid/bidView?bidId=127308 1 of 1 4/16/2020, 8:42 AM Biddingo - Leading e-procurement portal for public and private sector bids https://r2cow.biddingo.com/bidding/443445 1 of 2 4/16/2020, 8:52 AM Sourcewell, a State of Minnesota local government agency and service cooperaƟve, is requesƟng proposals for Class 4‐8 Chassis with Related Equipment, Accessories, and Services to result in a contracƟng soluƟon for use by its ParƟcipaƟng EnƟƟes. Sourcewell ParƟcipaƟng EnƟƟes include thousands of governmental, higher educaƟon, K‐12 educaƟon, nonproﬁt, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [hƩps://proportal.sourcewell‐mn.gov ]. Only proposals submiƩed through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and l Biddingo - Leading e-procurement portal for public and private sector bids https://r2cow.biddingo.com/bidding/443445 2 of 2 4/16/2020, 8:52 AM The New York State Contract Reporter This document printed Wednesday, 04/15/2020 NYS' official source of contracting opportunities Bringing business and government together Contracting Opportunity * * * This ad has not been published. It has been reviewed and pending publication. * * * Title:Class 4-8 Chassis with Related Equipment, Accessories, and Services Agency:Sourcewell Division:Procurement Department Contract Number:060920 Contract Term:4 years, with potential 1 year extension Date of Issue:04/16/2020 Due Date/Time:06/09/2020 4:30 PM Central Time County(ies):All NYS counties Classification:Vehicles & Equipment - Commodities Opportunity Type:General Entered By:Chris Robinson Description:Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal .sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Service-Disabled Veteran-Owned Set Aside: No 1 of 2 Contact Information Primary contact:Sourcewell Procurement Department Greg Grunig Procurement Lead Analyst 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4189 greg.grunig@sourcewell-mn.gov Submit to contact:Sourcewell Procurement Department Greg Grunig Procurement Lead Analyst 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4189 greg.grunig@sourcewell-mn.gov © 2020, Empire State Development http://www.esd.ny.gov/ 2 of 2 Notice Basic Information Details Dates Contact Information Pre-Bidding Events Bid Submission Process Estimated Contract Value (CAD)$600,000,000.00 (Not shown to suppliers) Reference Number 0000174298 Issuing Organization Sourcewell Owner Organization Solicitation Type RFP - Request for Proposal (Formal) Solicitation Number 060920 Title Class 4-8 Chassis with Related Equipment, Accessories, and Services Source ID PP.CO.USA.868485.C88455 Location All of Canada, All of Canada Purchase Type Term: 2020/08/03 01:00:00 AM EDT - 2024/08/02 01:00:00 AM EDT Description Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Publication 2020/04/16 09:29:06 AM EDT Question Acceptance Deadline 2020/06/02 05:30:00 PM EDT Questions are submitted online No Bid Intent Not Available Closing Date 2020/06/09 05:30:00 PM EDT Prebid Conference 2020/05/19 11:00:00 AM EDT Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Event Type Prebid Conference Attendance Recommended Event date 2020/05/19 11:00:00 AM EDT Location Online webinar Event Note Pre-Proposal login instructions will be emailed two days prior. Bid Submission Type Electronic Bid Submission Pricing In attached document Pricing In attached document Bid Documents List Item Name Description Mandatory Bid Documents Documents defining the proposal Yes 060920 - Class 4-8 Chassis with Related Equipment, Acces... 2020/04/16 09:29:26 AM EDT Page 1 of 4 Documents Documents Document Size Uploaded Date Language How to obtain RFP document [docx]140 Kb 2020/04/16 09:27:14 AM EDT English 060920 - Class 4-8 Chassis with Related Equipment, Acces... 2020/04/16 09:29:26 AM EDT Page 2 of 4 Categories Selected Categories GSIN Category (1) G Goods Goods N23 Ground Effect Vehicles, Motor Vehicles, Trailers, And Cycles Ground Effect Vehicles, Motor Vehicles, Trailers, And Cycles N2320 TRUCKS AND TRUCK TRACTORS, WHEELED Trucks and Truck Tractors, Wheeled NOTE: This class includes only complete wheel mounted trucks and truck tractors, and chassis therefor. The combined chassis and body of a special purpose truck, such as a machine shop, mobile laundry, or dental laboratory, is classified in this class. Includes Panel, Delivery and Pick up Trucks, Tactical and Administrative Military Cargo Carrying Vehicles, including Wheel Mounted Amphibian Vehicles; Truck Tractor and Trailer Combinations; Armored Cars. MERX Category (1) G Goods Goods G22 Miscellaneous Goods Miscellaneous Goods UNSPSC Category (1) 25000000 Commercial and Military and Private Vehicles and their Accessories and Components 25180000 Vehicle bodies and trailers 25181600 Automotive chassis 060920 - Class 4-8 Chassis with Related Equipment, Acces... 2020/04/16 09:29:26 AM EDT Page 3 of 4 Opportunity Notice Class 4 -8 Chassis with Related Equipment, Accessories and Services Opportunity Information Organization:Alberta Rural Municipalities of Alber Organization Address: Reference Number:AB-2020-02555 Solicitation Number: AB-2020-02555 Solicitation Type:Request for Proposal Posting (MM/dd/yyyy):04/16/2020 05:30:00 PM Alberta Time Closing (MM/dd/yyyy):06/09/2020 03:30:59 PM Alberta Time Last Update (MM/dd/yyyy):04/16/2020 05:23:21 PM Alberta Time Agreement Type:NWPTA/TILMA & CFTA & CETA Region of Opportunity:Open Region of Delivery:Alberta Opportunity Type:Open & Competitive Commodity Codes: N2320DGA: Truck, Maintenance, Diesel, to 27,499 GVWR N2320W00: Medium Truck Cab-Over-Engine N2320DMB: Truck, Tractor, Diesel, 27,500 GVWR and Up N2320DAB: Trucks (Dump, Stake, Van) Diesel-Powered, 27,500 lbs. GVWR and Up N4210PF: Truck, Fire, Crash, Rapid Intervention Vehicle, Medium Size (RIV)(B) N2320DQA: Truck, Wrecker, Diesel, to 27,499 GVWR N2320DMA: Truck, Tractor, Diesel, to 27,499 GVWR N2320DRA: Truck, Sander (Hopper Body) Diesel, to 27,499 GVWR N2320D: Truck and Truck Tractor Wheeled, Diesel, Over 10,000 GVWR (Except Military Configuration) N2320DFA: Truck, Liquid Waste Disposal, Diesel, to 27,499 GVWR N2320DHA: Truck, Refrigeration, Diesel, to 27,499 GVWR N2320DAA: Truck, (Dump, Stake, Van) Diesel Powered, to 27,499 lbs. GVWR N2320DLB: Truck, Tanker, Diesel, 27,500 GVWR and Up N2320DDA: Truck, Fuel Service, Diesel, to 27,499 GVWR N2320DLA: Truck, Tanker, Diesel, to 27,499 GVWR N2320DDB: Truck, Fuel Service, Diesel, 27,500 GVWR and Up N2320: Trucks and Truck Tractors, Wheeled N2320DGB: Truck, Maintenance, Diesel, 27,500 GVWR and Up N2320DFB: Truck, Liquid Waste Disposal, Diesel, 27,500 GVWR and Up N2320DJB: Truck, Refuse Collection, diesel, 27,500 GVWR and Up N2320DQB: Truck, Wrecker, Diesel, 27,500 GVWR and Up N2320DRB: Truck, Sander (Hopper Body) Diesel, 27,500 GVWR and Up N2320DHB: Truck, Refrigeration, Diesel, 27,500 GVWR and Up N2320DEA: Truck, Line Maintenance, Diesel, to 27,499 GVWR N2320DJA: Truck, Refuse Collection, Diesel, to 27,499 GVWR N2320GAA: Cab and Chassis, Gasoline Powered - GATT N2320DEB: Truck, Line Maintenance, Diesel, 27,500 GVWR and Up Category: Goods Potential vendors (bidders) may view the bid package here. Interested vendors (bidders) who wish to submit a response to this opportunity should register their interest by downloading the document(s) from the bid package. Opportunity Preview https://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=07b9c26... 1 of 3 5/6/2020, 9:02 AM Response Submission: Only proposals submitted through the Sourcewell Procurement Portal will be considered. https://proportal.sourcewell-mn.gov Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time and late submissions will not be considered. Response Contact: Robinson, Chris Procurement Manager 2510 Sparrow Drive Nisku, Alberta T9E 8N5 Tel: 218-895-4168 Email: rfp@sourcewell-mn.gov Response Specifics: A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, 4:30 pm Central Time, and late proposals will not be considered. Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Only complete proposals that are timely submitted through the Sourcewell Procurement Portal will be considered. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time. All proposals must be received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time noted in the Solicitation Schedule above. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The closing time and date is determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. All proposals must be acknowledged digitally by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Opportunity Preview https://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=07b9c26... 2 of 3 5/6/2020, 9:02 AM Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. Opportunity Description: Rural Municipalities of Alberta ("RMA"), is posting the solicitation on behalf of RMA and its current and potential Members and represented Associations and their Members, which includes local Governmental and other not-for-profit organizations located in all provinces and territories in Canada including but not limited to British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador and Northwest Territories. Request for Proposal ("RFP") to result in regional and/or national contract solutions under the rules and regulations of the New West Partnership Trade Agreement ("CETA") for this procurement, RMA/Sourcewell is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a national contracting solution for use by its members. Members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. APC "Opportunity Notices" This notice is provided for information purposes only. Refer to the "Opportunity Documents" in the bid package for authoritative information. All queries pertaining to the language, content or any missing or inaccurate information within this abstract must be sent to its originator of the abstract, as specified in the opportunity notice. © APC - All rights reserved. No part of the information contained in this Web Site may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the Manager, Centre of Expertise via: SA.APCRequests@gov.ab.ca. Her Majesty the Queen in right of Alberta and the Alberta public sector entities that use APC are not responsible or liable for the accuracy of the information contained in the publication. It is the responsibility of interested parties to review the opportunity posting for changes or updates prior to the opportunity closing date/time. Opportunity Preview https://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=07b9c26... 3 of 3 5/6/2020, 9:02 AM RFP#06092072Hour,LLC Adomani,Inc. AmthorInternational AutocarTruck,LLC BoyerFordTrucks,Inc. BYDMotors,LLC CertifiedStainlessService,Inc. ChasSWinner,Inc. CraneCarrierCompany DaimlerTrucksNorthAmerica DonBrownBusSales EcoVehicleSystems FederalContractsCorp.PossiblePointsConformancetoTerms/ConditionstoIncludeDocumentation 5044363342414243334140353740Pricing 400358335158355321309345175334295284339206Financial,IndustryandMarketplaceSuccesses 7568545562576263516162575460Bidder'sAbilitytoSell/ServiceContractNationally 10088605188716971528087676174Bidder'sMarketingPlan 5046364142414045244139403840ValueAddedAttributes 7564495264526963286361606166WarrantyCoveragesandInformation 5042413444404141254043394140SelectionandVarietyofProductsandServicesOffered 20018714093150165140169115161156126155109TotalPoints 1,000897 751 517 847 788 772 840 503 821 783 708 786 635RankOrder1.5 19 23 5 14 17 7 24 9 16 20 15 21HinoMotorsSalesUSA IndustrialPower,LLC KenworthTruckCompany LionBuses,Inc. LosAngelesTruckCenters MackTrucks Navistar PeterbiltMotorsCompany PhoenixCars,LLC RedheadEquipment StructuralMetalFabricators VolvoTrucksNorthAmericaPossible PointsConformance to Terms/ Conditions to Include Documentation50394144424244454540313031Pricing400334342358341321335338360313135224320Financial, Industry and Marketplace Successes75565467596267696957475065Bidder's Ability to Sell/ Service Contract Nationally100796592835988949371366486Bidder's Marketing Plan50333843394140434540192843Value Added Attributes75555466666067687161404665Warranty Coverages and Information50433942454244444341273443Selection and Variety of Products and Services Offered20016516717015116916117417112991110139Total Points1,000 804 800 882 826 796 846 875 897 752 426 586 792Rank Order10113812641.518252213________________________________________ _____________________________________GregGrunig,ProcurementLeadAnalyst CarolJackson,ProcurementAnalyst__________________________________________________ _________________________________BrandonTown,CPSM,CPSD,ProcurementAnalyst CraigWest,ProcurementAnalystProposalEvaluationClass4Ͳ8ChassiswithRelatedEquipment,Accessories,andServices 060920-KTC Rev. 2/2020 1 Solicitation Number: RFP #060920 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Kenworth Truck Company, Division of PACCAR Inc., 10630 N.E. 38th Place, Kirkland, WA 98033 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires August 1, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in 060920-KTC Rev. 2/2020 2 Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship pursuant to the express vehicle warranty and extended warranties provided with all Vendor’s vehicles. Vendor does not warrant or accept responsibility or liability for any parts separately warrantied, for example, body installations, or engines not manufactured by Vendor (which carry a separate manufacturer’s warranty). In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. 060920-KTC Rev. 2/2020 3 Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and 060920-KTC Rev. 2/2020 4 x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, 060920-KTC Rev. 2/2020 5 Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity’s order. If a performance bond is requested by a Participating Entity, Vendor’s dealer will have sole responsibility to agree to and establish the bond. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 060920-KTC Rev. 2/2020 6 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address; x Customer City; x Customer State/Province; x Customer Zip Code; x Customer Contact Name; x Customer Contact Email Address; x Customer Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted 060920-KTC Rev. 2/2020 7 price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for the administrative fee amount stated in the Proposal multiplied by the total number of trucks purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell- assigned contract number in the memo and must be mailed to the address above “Attn: Accounts Receivable.” Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their 060920-KTC Rev. 2/2020 8 respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, to the extent arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: 060920-KTC Rev. 2/2020 9 a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor. b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos. c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. 060920-KTC Rev. 2/2020 10 D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 060920-KTC Rev. 2/2020 11 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 060920-KTC Rev. 2/2020 12 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include 060920-KTC Rev. 2/2020 13 there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days’ prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. Intentionally Omitted. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self- insurance in accordance with Vendor’s risk management practices. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian 060920-KTC Rev. 2/2020 14 government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. If required to file compliance reports, Vendor will provide AAP and EEO1 reports only. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work 060920-KTC Rev. 2/2020 15 Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. 060920-KTC Rev. 2/2020 16 F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right 060920-KTC Rev. 2/2020 17 also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Kenworth Truck Company, Division of PACCAR Inc. By: __________________________ By: __________________________ Jeremy Schwartz Mike Kleespies Title: Director of Operations & Procurement/CPO Title: Director Medium Duty Sales Date: ________________________ Date: ________________________ Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________ 5)3&ODVV&KDVVLVZLWK5HODWHG(TXLSPHQW $FFHVVRULHVDQG6HUYLFHV 9HQGRU'HWDLOV &RPSDQ\1DPH .HQZRUWK7UXFN&RPSDQ\'LYLVLRQRI3$&&$5,QF $GGUHVV 1(WK3ODFH .LUNODQG:DVKLQJWRQ &RQWDFW 0LNH.OHHVSLHV (PDLO PLNHNOHHVSLHV#SDFFDUFRP 3KRQH +67 6XEPLVVLRQ'HWDLOV &UHDWHG2Q 0RQGD\0D\ 6XEPLWWHG2Q 7XHVGD\-XQH 6XEPLWWHG%\ 0LNH.OHHVSLHV (PDLO PLNHNOHHVSLHV#SDFFDUFRP 7UDQVDFWLRQGDEIDFGFI 6XEPLWWHU V,3$GGUHVV Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc. 6SHFLILFDWLRQV 7DEOH3URSRVHU,GHQWLW\ $XWKRUL]HG5HSUHVHQWDWLYHV *HQHUDO,QVWUXFWLRQVDSSOLHVWRDOO7DEOHV6RXUFHZHOOSUHIHUVDEULHIEXWWKRURXJKUHVSRQVHWRHDFKTXHVWLRQ3OHDVHGRQRWPHUHO\ 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Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Financial Strength and Stability - paccar-2019-annual financial report.pdf - Thursday May 28, 2020 16:29:19 Marketing Plan/Samples - Marketing support docs.zip - Thursday May 28, 2020 16:45:51 WMBE/MBE/SBE or Related Certificates - Women in Trucking Award.docx - Thursday May 28, 2020 16:29:38 Warranty Information - Kenworth Warranty Documents.zip - Thursday May 28, 2020 16:29:57 Pricing - Member Pricing Matrix for Kenworth Trucks.pdf - Thursday June 04, 2020 12:28:28 Additional Document - Kenworth Additional Supporting Docs.zip - Tuesday June 09, 2020 12:15:59 Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc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¶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³6SHFLDOO\'HVLJQDWHG1DWLRQDOVDQG%ORFNHG3HUVRQV´OLVWPDLQWDLQHGE\WKH2IILFHRI)RUHLJQ$VVHWV&RQWURO RIWKH8QLWHG6WDWHV'HSDUWPHQWRIWKH7UHDVXU\IRXQGDWKWWSVZZZWUHDVXU\JRYRIDFGRZQORDGVVGQOLVWSGI E ,QFOXGHGRQWKHJRYHUQPHQWZLGHH[FOXVLRQVOLVWVLQWKH8QLWHG6WDWHV6\VWHPIRU$ZDUG0DQDJHPHQWIRXQGDW KWWSVZZZVDPJRYSRUWDORU F 3UHVHQWO\GHEDUUHGVXVSHQGHGSURSRVHGIRUGHEDUPHQWGHFODUHGLQHOLJLEOHRUYROXQWDULO\H[FOXGHGIURPSURJUDPVRSHUDWHG Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc. 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Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 1 RFP #060920 REQUEST FOR PROPOSALS for Class 4-8 Chassis with Related Equipment, Accessories, and Services Proposal Due Date: June 9, 2020, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell- mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: April 16, 2020 Pre-proposal Conference: May 19, 2020 10:00 a.m., Central Time Question Submission Deadline: June 2, 2020, 4:30 p.m., Central Time Proposal Due Date: June 9, 2020, 4:30 p.m., Central Time Late responses will not be considered. Opening: June 9, 2020, 6:30 p.m., Central Time ** ** SEE RFP SUB-SECTION V. G. “OPENING” Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 2 I. ABOUT SOURCEWELL PARTICIPATING ENTITIES A. SOURCEWELL Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by:  Federal and state government entities;  Cities, towns, and counties/parishes;  Education service cooperatives;  K-12 and higher education entities;  Tribal government entities;  Some nonprofit entities; and  Other public entities. In Canada, Sourcewell’s contracts are available for use by:  Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies;  Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 3  Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest;  Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM). For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country’s listing): https://www.sourcewell- mn.gov/sourcewell-for-vendors/member-locator. Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. EQUIPMENT, PRODUCTS, AND SERVICES A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services, including, but not to be limited to: a. Chassis and cabs as classified by gross vehicle weight ratings (GVWR): Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 4 Class 4: 14,001-16,000 lbs Class 5: 16,001-19,500 lbs Class 6: 19,501-26,000 lbs Class 7: 26,001-33,000 lbs Class 8: 33,001+ lbs b. A wide range of Class 4-8 chassis types and classifications, including conventional internal combustion, natural gas or propane autogas, hybrid or alternative fuel, and electric powered Class 4-8 Chassis. c. Proposers may include Class 3 chassis provided that they are complementary to Proposer’s offering of Class 4-8 chassis. d. Proposers may include related equipment, accessories, and services to the extent that the solutions are an incidental portion of the response. 2. The primary focus of this solicitation is on Class 4-8 Chassis with Related Equipment, Accessories, and Services. This solicitation should NOT be construed to include: a. Transit buses. 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. School Buses with Related Supplies, Parts and Services (RFP #102115); and b. Vehicles, Cars, Vans, SUVs, and Light Trucks with Related Equipment, Accessories, and Services (RFP #120716). Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 5 Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $150 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The Proposer’s Marketing Plan should demonstrate Proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer’s sales and service capabilities. It is expected that Proposer will promote and market any contract award. Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 6 G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer’s information and may request clarification from a Proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A Proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The Proposer’s ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price; 3. Stated in U.S. and Canadian dollars (as applicable); and 4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 7 Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation. To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer’s Proposal. Exceptions must: 1. Clearly identify the affected article and section, and 2. Clearly note what language is requested to be modified. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature. If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 8 purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer’s proposal status to INCOMPLETE. The Proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer’s Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 9 Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be:  In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.  Complete. A proposal will be rejected if it is conditional or incomplete.  Submitted in English.  Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the Proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a Proposer may withdraw its proposal. Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 10 G. OPENING The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:  The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use. o A Proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs.  Total evaluation scores.  The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell’s knowledge about a specific vendor or product. B. AWARD(S) Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal): Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 11 Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must include the following items:  The name, address, and telephone number of the protester;  The original signature of the protester or its representative;  Identification of the solicitation by RFP number;  A precise statement of the relevant facts;  Identification of the issues to be resolved;  Identification of the legal or factual basis;  Any additional supporting documentation; and  Protest bond in the amount of $20,000, except where prohibited by law or treaty. Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected. Sourcewell reserves the right to:  Modify or cancel this RFP at any time;  Reject any and all proposals received;  Reject proposals that do not comply with the provisions of this RFP;  Select, for contracts or for discussion, a proposal other than that with the lowest cost; Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 12  Independently verify any information provided in a Proposal;  Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;  Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;  Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer;  Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and  Award a contract to one or more Proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. 4/17/2020 Addendum No. 1 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Do you have a list of specifications for both the vehicles and equipment needed? Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A respondent is allowed to propose the entire line of products and services falling within the scope of the RFP. Section II. B. of the RFP addresses the requested equipment, products, or services for this solicitation. Question 2: How are delivery charges handled at the time of order? Is there a list of potential destinations? Answer 2: It is left to the discretion of each proposer to propose a method for delivery charges that fits with their business practices. Proposals are evaluated based on the criteria stated in the RFP. Sourcewell participating entities include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada. Question 3: How do I join the Pre-proposal conference on May 19, 2020? Answer 3: Refer to Section V. A. of the RFP for additional detail on the pre-proposal conference. All entities that have registered for this solicitation opportunity in the Sourcewell Procurement Portal will receive log-in instructions via email two business days prior to the webcast. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/16/2020, is required at the time of proposal submittal. 4/22/2020 Addendum No. 2 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Will this bid be awarded by Class and Fuel type within that class? For example, separate awardees for Class 4 Gasoline, Class 4 Electric, Class 4 CNG, Class 4 Propane, Class 4 Diesel? Answer 1: Sourcewell is seeking “… the broadest possible selection of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities ” (see, RFP Section II. B.). A Proposer should submit their complete line of equipment, products, or services that are applicable to the scope. Depending on the responses received, Sourcewell may need to organize responses into subcategories, and awards may be based on a subcategory (see, RFP Section II. G. 1 & 3). However, Sourcewell typically does not find it necessary to award by subcategory. Question 2: Will it now be mandatory for a Saskatchewan Rural Municipality to use this system to purchase class 4 - 8 trucks? Answer 2:  Refer to RFP Section I. B., …“Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.” Question 3: Are the references that are to be submitted, required to be an existing participating entity of Sourcewell? Answer 3: It is left to the discretion of each proposer to determine how to best demonstrate their ability to serve Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables. Table 4 – References/Testimonials, Line Item 21, seeks information from “three customers who are eligible to be Sourcewell participating entities.” End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/22/2020, is required at the time of proposal submittal. 4/29/2020 Addendum No. 3 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: In demonstrating Financial Strength as part of Question 9, will the supporting documents provided, end up in the public domain or is this just for Sourcewell internal use only? Answer 1: RFP Section VI., E., Disposition of Proposals, addresses the handling of materials submitted in response to the RFP under Minnesota Statutes Section 13.591. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/29/2020, is required at the time of proposal submittal. 5/4/2020 Addendum No. 4 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Would we be allowed to just bid the equipment we manufacture as we do not manufacture chassis? Answer 1: Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B (Requested Equipment, Products and Services). A proposal that is not in substantial compliance with the requirements of the RFP will be considered nonresponsive. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/4/2020, is required at the time of proposal submittal. 5/12/2020 Addendum No. 5 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: How will the Administrative Fees for the resulting contracts from this RFP be determined? At what percentage rate or what flat fee can we expect to be charged? Answer 1: Refer to RFP Section III. B. – Administrative Fees, for directions on proposing an administrative fee. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and its industry. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/12/2020, is required at the time of proposal submittal. 5/13/2020 Addendum No. 6 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is Sourcewell responsible for the registration of vehicles, or for the determination and collection of State/Provincial or Federal taxes due, on participating entity purchases under the contract (or contracts) awarded as a result of the RFP? Answer 1: No, Sourcewell is not involved in vehicle registration, or tax determination or collection, for participating entity transactions under the awarded contracts. A Proposer is to identify any transaction costs or fees that are not included in equipment pricing as described in RFP Section III. A. – Pricing and in template Contract Section 3. A. – Pricing. To the extent that a participating entity may be exempt from taxes or fees, the participating entity is responsible for providing a tax exemption certificate as described in template Contract Section 3. B. – Sales Tax. Question 2: Is Sourcewell financially responsible for participating entity purchases under the contract (or contracts) awarded as a result of the RFP? Answer 2: Participating entities are solely responsible for payment. See template Contract Section 6. A. – Participating Entity Use and Purchasing. Question 3: Does Sourcewell bear the risk of loss in the event that a vehicle is damaged or stolen, or a transaction is terminated, before title passes to the participating entity? Answer 3: No. Transactions under the contract are between the participating entity and the awarded vendor. Sourcewell has no liability for a participating entity’s transaction or payment, and bears no risk of loss in the events described. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/13/2020, is required at the time of proposal submittal. 5/18/2020 Addendum No. 7 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What will be the effective dates (start and ending) for pricing submitted with the bid? Will that time frame be consistent for the 3 remaining annual periods? Answer 1: Refer to Section 3. - Pricing and Section 4. – Product and Pricing Change Requests, in the Sourcewell template Contract (available on the Sourcewell Procurement Portal), for guidance on pricing during the term of awarded contracts. Question 2: To what extent will Sourcewell make public the pricing files (IE: data books) supplied by bidders? Answer 2: Refer to RFP Section VI. E. - Disposition of Proposals for guidance on pricing material submitted in response to the RFP and applicable public data laws. Question 3: Can respondents to the solicitation expect that references provided to Sourcewell will not become public? Answer 3: Refer to RFP Section VI. E. - Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable public data laws. Question 4: For a Proposer that is a dealer representing multiple OEM brands, some of which will be submitting a response and some of which will not be submitting a response to the Sourcewell RFP, do we leave out our OEM's who are responding from our proposed solution? Answer 4: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, it is left to the discretion of each proposer to determine the equipment, products, and services that the proposer will include. The solicitation is a competitive process and proposals are evaluated on the content submitted. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/18/2020, is required at the time of proposal submittal. 5/21/2020 Addendum No. 8 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What is expected in the Marketing Plan requirement? Is the marketing plan to be reviewed by the agency? Answer 1: Refer to RFP Section II. F. – Marketing Plan for guidance on the marketing plan requirements. Each proposer, in its discretion, will determine the content of its marketing plan. The solicitation is a competitive process and proposals will be evaluated on the content submitted. Question 2: Will the Marketing Plan be given to participating entities? Or is this just for Sourcewell? Answer 2: Refer to RFP Section VI. E. – Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable data laws. Question 3: Will the agency/customer be willing to sign an NDA in order for a vendor to share technical specification details? Answer 3: Refer to RFP Section VI. E. – Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable data laws. Question 4: Will the agency accept redlines on the contract during the procurement process? Answer 4: Refer to RFP Section IV. - Contract for guidance on the process for requesting a modification to the template contract terms, conditions, or specifications. Question 5: Is the administrative fee set or is this fee negotiable prior to the award or when awarded? Answer 5: Refer to Addendum 5, Answer 1, posted to the Sourcewell Procurement Portal on May 12, 2020. Question 6: What marketing support does Sourcewell provide to an awarded vendor after a contract is issued? Answer 6: Refer to the “Sourcewell Vendor Resources” link provided on the Sourcewell Procurement Portal “Bids Homepage.” Question 7: Are all cutaway passenger buses considered a transit bus, regardless of size, for this solicitation? Answer 7: Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B. (Requested Equipment, Products and Services). A proposal that is not in substantial compliance with the requirements of the RFP will be considered nonresponsive. Question 8: Will purchase orders originate from Sourcewell or the participating entity? Answer 8: Refer to RFP Section I. B. – Use of Resulting Contracts, for additional guidance on the order process. Question 9: Do we need to register with the Secretary of State for a certificate to transact business in the State of MN? Answer 9: Each proposer, in its discretion, will determine the documentation necessary to best demonstrate its ability to serve Sourcewell participating entities and fulfill the requirements set forth in the RFP. A Certificate of the Minnesota Secretary of State is not a mandatory submittal requirement for this solicitation. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/21/2020, is required at the time of proposal submittal. 5/26/2020 Addendum No. 9 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Federal and State incentives typically apply when quoting electric-powered truck chassis. Should we quote prices before incentives with a note that we will apply any applicable incentives? If not, how do you suggest we handle this issue? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, each proposer, in its discretion, will determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/26/2020, is required at the time of proposal submittal. 5/27/2020 Addendum No. 10 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Can Sourcewell Participating Entities include US or Canadian Federal entities? Answer 1: Refer to RFP Section I. B. Use of Resulting Contracts for information on Sourcewell Participating Entities. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/27/2020, is required at the time of proposal submittal. 6/3/2020 Addendum No. 11 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Can we attach videos & power points, if so, how do we accomplish this? What size videos or product literature is permitted on each attachment? Answer 1: All relevant information should be included in the proposal (RFP Section II., G.). It is left to the discretion of each proposer to determine the method it deems best suited to submit its relevant information in a timely fashion through the Sourcewell Procurement Portal. The maximum upload size is 500 MB per upload, however, items may be combined in a zipped file format should they exceed the 500MB limit. Question 2: Is there a way to download our Table responses to a hard copy for proof reading? Answer 2: After selecting “Start Submission,” a proposer may navigate to Step 4 – “Preview Bid” and select “Preview My Bid in PDF,” if a downloadable PDF of the questionnaire tables is desired. Question 3: Table 8 Value Added Attributes - 40. Please define what a hub partner constitutes? Answer 3: A hub partner is identified as a historically underutilized business partner. Examples of historically underutilized businesses are listed in Table 8, Question 40. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 6/3/2020, is required at the time of proposal submittal. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1404 Agenda Date:9/28/2023 Agenda #:1.-I. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:ROBIN O’MALLEY, Facilities Manager General Services Department, Facilities Management Division DEBBIE BERNARD, Project Manager General Services Department, Facilities Management Division SUBJECT Actions pertaining to the award of multiple general building and HVAC Job Order Contracting construction contracts for one year plus two one-year optional extensions not to exceed an annual aggregate total of $2,000,000 each (Bid File 12303112) (Citywide): 1. Adopt finding of a Categorical Exemption pursuant to Section 15301(d) Existing Facilities of the California Environmental Quality Act (CEQA) Guidelines. 2. Award Job Order Contracting contracts with Quincon, Inc., Exbon Development, Inc., Better Enterprises, Inc., Durham Construction Company, Inc., Puma Construction Company, Inc., Heritage General, Newton Construction & Management, Inc., Strategic Mechanical, Inc. and ACCO Engineered Systems, Inc. 3. Authorize the General Services Director or designee to sign all related documents. RECOMMENDATION Staff recommends Council approve actions pertaining to the award of multiple general building and HVAC Job Order Contracting (JOC) construction contracts for one year plus two one-year optional extensions not to exceed an annual aggregate total of $2,000,000 each: 1. Adopt finding of a Categorical Exemption pursuant to Section 15301(d) Existing Facilities of the California Environmental Quality Act (CEQA) Guidelines. 2. Award Job Order Contracting contracts with Quincon, Inc., Exbon Development, Inc., Better Enterprises, Inc., Durham Construction Company, Inc., Puma Construction Company, Inc., Heritage General, Newton Construction & Management, Inc., Strategic Mechanical, Inc. and ACCO Engineered Systems, Inc. 3. Authorize the General Services Director or designee to sign all related documents. EXECUTIVE SUMMARY The General Services Department, Facilities Management Division has been using the JOC Program, as offered by The Gordian Group, successfully since 2009. The JOC Program enables the City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 09/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1404 Agenda Date:9/28/2023 Agenda #:1.-I. Program,as offered by The Gordian Group,successfully since 2009.The JOC Program enables the Facilities Management Division to provide prompt,responsive building maintenance or construction services to City Departments at competitive “local market”pricing.The JOC Program provides competitively bid fixed-unit pricing for construction tasks from local contractors which can be quickly accessed by Facilities Management to perform needed building repairs,maintenance,or alterations, or other installation and construction services.Provided to the bidders is an extensive unit price catalog of construction tasks,pricing,and associated technical specifications that contain approximately 120,000 individual items of typical construction and maintenance.General Services rebids the construction contracts every few years. BACKGROUND On December 17,2009,August 20,2015,and again on September 24,2020,Council approved a five-year contract with The Gordian Group,Inc.,allowing Facilities Management to utilize the JOC Program for smaller building maintenance projects.Facilities Management works diligently each year to complete budgeted building maintenance and renovation projects as well as be responsive to the various approved unbudgeted facility service requests received from City Departments throughout the year.The proposed JOC Program will assist Facilities Management to provide quality work,competitive costs,and improved responsiveness in completing small to medium-sized construction projects involving building maintenance and renovations. The JOC Program will allow for Facilities Management to utilize the contractors for projects such as remodels,replacement of HVAC units,and other maintenance needs.Under the JOC Program,each Contractor is guaranteed the opportunity to perform at least $25,000 worth of projects per year the first year of the contract and up to an aggregate total of $2,000,000 per year;however,they are not guaranteed the upper limit. The City’s Project Labor Agreement (PLA)is applicable to projects with an engineer’s estimate in excess of $1,000,000.The PLA further states this threshold is applied to each job order,rather than to the job order contract aggregate maximum.Under this contract,no single job order shall be issued in excess this threshold.In the event General Services is responsible for a project estimated in excess of $1,000,000,the project shall be competitively bid in accordance with the FMC through the Purchasing Division with PLA requirements. Competitive bids were solicited on July 10,2023 in the Business Journal,distributed to four building exchanges and posted on the City’s website.The JOC specification was distributed to 16 prospective bidders.When submitting a bid on the JOC Program,the Contractors are agreeing to the unit cost per item in the catalog of construction tasks.The contractors also submitted an adjustment factor for both normal working hours and overtime hours.These adjustment factors are where the contractors’ mobilization, permitting costs, and overhead/profit reside. On August 8,2023,staff received ten bids from nine separate bidders.Seven of the bids are for the general construction contracts and three of the bids are for the HVAC construction contracts. The bid solicitation included language stating the city was interested in awarding seven total contracts:five for general building and two for HVAC construction services.The bid resulted in a close competitive range from all nine qualified contractors.As a result,General Services Department is requesting approval to award contracts to all nine bidders providing additional options and capacity City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1404 Agenda Date:9/28/2023 Agenda #:1.-I. for Facilities Management to complete building repairs, maintenance, and construction services. The Contract has been reviewed and approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS Staff has determined that a Categorical Exemption is appropriate,based on Class 1 Section 15301 (d)of the CEQA Guidelines,which exempts restoration or rehabilitation of deteriorated or damaged structures,facilities,or mechanical equipment to meet current standards of public health and safety. Furthermore,staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines,Section 15300.2 apply to this project.Staff recommends that Council,based upon its own independent judgment,adopt a finding of Categorical Exemption per Staff determination,pursuant to Section 15301(d),Class 1 of the CEQA Guidelines for the work intended under the JOC Program.No new facilities will be built under this program,only facility rehabilitation projects will be using the JOC Program. LOCAL PREFERENCE Local preference was not implemented as staff is requesting to award to all bidders. However, Exbon Development, Better Enterprise, Puma Construction, Heritage General, Strategic Mechanical, and ACCO Engineered Systems are local to the city of Fresno. FISCAL IMPACT The contracts will be funded through appropriations for specific projects and budgeted maintenance activities which were included in the adopted FY2024 budget. Attachments: Bid Evaluation Standard Contract City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ DPW 23.0/01-06-12 GSD JOC DIV I.pdf 1.18 rev.05-23 CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” “Job Order Contracting Special Conditions”, “Construction Task Catalog®”, and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” 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 $25,000. The Maximum Annual Contract Value is $2,000,000. At the discretion of the City and if deemed to be in the public interest, the Maximum Annual Contract Value of this Contract may be increased. No single Job Order Contract shall be issued in an amount equal to or above $1,000,000. 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 pm 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. 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 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. DPW 23.0/01-06-12 GSD JOC DIV I.pdf 1.19 rev. 05-23 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. [Signatures follow on the next page.] DPW 23.0/01-06-12 GSD JOC DIV I.pdf 1.20 rev. 05-23 IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties. [Contractor Name], [Legal Identity] By: Name: (Type or print written signature.) Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) Dated: By: Name: (Type or print written signature.) Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) Dated: CITY OF FRESNO, a California municipal corporation By: [Name], [Title] Department of Public Works Dated: ATTEST: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document #DPW 23.0 has been used without modification as certified by the undersigned. By: [City Certifier Name] [City Certifier Title] Department of Public Works City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1405 Agenda Date:9/28/2023 Agenda #:1.-J. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:CLIFF TRAUGH, Administrative Manager General Services Department SUBJECT Approve the award of a cooperative purchase contract to Haaker Equipment Company Inc. of La Verne, California for the purchase of two Elgin CNG Broom Bear street sweepers in the amount of $1,173,353 for Public Works Street Maintenance Division. RECOMMENDATION Staff recommends Council approve the award of a cooperative purchase contract to Haaker Equipment Company Inc. of La Verne, California for the purchase of two Elgin CNG Broom Bear street sweepers in the amount of $1,173,353. EXECUTIVE SUMMARY The Department of Public Works is requesting approval to purchase two Elgin Broom Bear street sweepers, costing $586,677 each, for the total amount of $1,173,353. The two new units will be used by the Streets Division to complete residential and commercial routes currently assigned to older sweepers that have reached the end of their useful life. The General Services Department recommends this purchase based on the age and hours of the street sweepers identified for replacement. The new units will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell, formerly the National Joint Powers Alliance (NJPA). BACKGROUND The Department of Public Works, Street Maintenance Division is responsible for maintaining the cleanliness of over 1,600 miles of city streets, alleys, and boulevards. This task is accomplished with 21 sweepers running day and night shifts throughout the city. Currently two of these units have been identified for replacement. The City of Fresno has been using Elgin Broom Bear sweepers in the fleet for 23 years and has experienced success in the functionality and durability of this product. The new units will be powered by Compressed Natural Gas, which has proven to be both economical and environmentally conscious. The equipped L9N “Near Zero” engines produce only one tenth of the allowable NOX City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 MA/GB 6-0 LC ABSENT File #:ID 23-1405 Agenda Date:9/28/2023 Agenda #:1.-J. conscious.The equipped L9N “Near Zero”engines produce only one tenth of the allowable NOX greenhouse gas emissions and meet the latest EPA standards set in 2017 for this type of equipment. Due to the harsh environment street sweepers operate in,the replacement schedule is set at five years or 10,000 hours whichever comes first.This schedule was revised in 2012 and after a thorough analysis by the Fleet Management Division,it was revealed that repair costs were outweighing acquisition costs at the less aggressive ten-year schedule.As street sweepers age past this five-year point,maintenance and repair costs rise significantly.The two units identified for replacement are currently beyond the recommended replacement schedule. The street sweepers will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell.The purchase contract will be awarded to Haaker Equipment Company who is the City of Fresno’s regional dealer for Elgin,a subsidiary of Federal Signal Corporation.The price per unit is $586,677,this price includes the Sourcewell discount applied to City purchases as well as sales tax at 8.35%.The Purchasing Department has approved this contract and recommends Council to approve. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378,the award of this contract does not qualify as a “project.” LOCAL PREFERENCE Local preference was not implemented because this is a cooperative purchase. FISCAL IMPACT No general funds will be used to purchase these items. The funding to cover the purchase cost of the two Elgin CNG Broom Bear Street Sweepers has been included in the FY2024 adopted budget under the operations of the Department of Public Works.The source of funding for this project is the Community Sanitation Fund,generated by the collection of customer user fees. Attachments: Minnesota Board Resolutions Sourcewell Comment & Review Elgin Sweeper Contract Sourcewell Evaluation Proposal Opening Record Proof of Publication Sourcewell RFP City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ SOURCEWELL STATE OF MINNESOTA Member______________ moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES Resolution No. 2021-16 WHEREAS, Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation, for the categories listed on Appendix A, which is attached and incorporated. WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member ______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲJuly2021 NEWCONTRACTS SupplierName ContractNumber SolicitationTitle Ecopest,Inc. 042821ͲECO "PestManagementServiceswithRelatedProducts" Orkin,LLC 042821ͲORK "PestManagementServiceswithRelatedProducts" IcomAmerica,Inc. 042021ͲICM "PublicSafetyCommunicationsTechnologyandHardwareSolutions" IPAccessInternational042021ͲIAC "PublicSafetyCommunicationsTechnologyandHardwareSolutions" L3HarrisTechnologies,Inc. 042021ͲL3H "PublicSafetyCommunicationsTechnologyandHardwareSolutions" MotorolaSolutions,Inc. 042021ͲMOT "PublicSafetyCommunicationsTechnologyandHardwareSolutions" PURVISSystems,Incorporated 042021ͲPUR "PublicSafetyCommunicationsTechnologyandHardwareSolutions" RadioMobile,Inc. 042021ͲRDO "PublicSafetyCommunicationsTechnologyandHardwareSolutions" Westnet,Inc. 042021ͲWNT "PublicSafetyCommunicationsTechnologyandHardwareSolutions" Zetron,Inc. 042021ͲZET "PublicSafetyCommunicationsTechnologyandHardwareSolutions" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle HiͲLiteAirfieldServices,LLC062817ͲHLA "AirportConsumableProductswithRelatedSuppliesandServices" NEWezIQCCONTRACTS CompanyName ContractNumber StateͲRegionͲTypeofWork Step1Enterprises,LLC MDͲR1ͲGC01Ͳ052621ͲS1E StateofMarylandͲRegion1ͲGeneralConstruction F.H.Paschen MDͲR1ͲGC02Ͳ052621ͲFHP StateofMarylandͲRegion1ͲGeneralConstruction CentennialContractorsEnterprises MDͲR1ͲGC03Ͳ052621ͲCCE StateofMarylandͲRegion1ͲGeneralConstruction JohnsonͲLauxConstruction MDͲR1ͲGC04Ͳ052621ͲJLC StateofMarylandͲRegion1ͲGeneralConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR1ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion1ͲElectricalConstruction SkylineRoofing,Inc.MDͲR1ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion1ͲRoofing/WaterproofingConstruction VigilContracting,Inc.MDͲR2ͲGC01Ͳ052621ͲVGL StateofMarylandͲRegion2ͲGeneralConstruction KellerBrothers,Inc.MDͲR2ͲGC02Ͳ052621ͲKBI StateofMarylandͲRegion2ͲGeneralConstruction SͲWorksConstructionCorporationMDͲR2ͲGC03Ͳ052621ͲSWC StateofMarylandͲRegion2ͲGeneralConstruction TheMatthewsGroup,Inc.MDͲR2ͲGC04Ͳ052621ͲTMG StateofMarylandͲRegion2ͲGeneralConstruction VigilContracting,Inc.MDͲR2ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion2ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR2ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion2ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR2ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion2ͲElectricalConstruction VigilContracting,Inc.MDͲR2ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion2ͲElectricalConstruction SkylineRoofing,Inc.MDͲR2ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion2ͲRoofing/WaterproofingConstruction NicholsContracting,Inc.MDͲR3ͲGC01Ͳ052621ͲNIC StateofMarylandͲRegion3ͲGeneralConstruction CentennialContractorsEnterprises MDͲR3ͲGC02Ͳ052621ͲCCE StateofMarylandͲRegion3ͲGeneralConstruction Paige Industrial Services, Inc,MDͲR3ͲGC03Ͳ052621ͲPAI StateofMarylandͲRegion3ͲGeneralConstruction VigilContracting,Inc.MDͲR3ͲGC04Ͳ052621ͲVGL StateofMarylandͲRegion3ͲGeneralConstruction VigilContracting,Inc.MDͲR3ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion3ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR3ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion3ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR3ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion3ͲElectricalConstruction PaigeIndustrialServices,Inc.MDͲR3ͲE02Ͳ052621ͲPAI StateofMarylandͲRegion3ͲElectricalConstruction SkylineRoofing,Inc.MDͲR3ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion3ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR3ͲRW02Ͳ052621ͲPAI StateofMarylandͲRegion3ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR3ͲPAC01Ͳ052621ͲPAI StateofMarylandͲRegion3ͲPaving/Concrete/AsphaltConstruction VigilContracting,Inc.MDͲR4ͲGC01Ͳ052621ͲVGL StateofMarylandͲRegion4ͲGeneralConstructionCONSENTAGENDAITEMSStreetSweeperswithRelatedAccessories TeleͲTherapyServices RequestingBoardpermissiontoReͲSolicitthefollowingcategories: RequestingBoardpermissiontoSolicitthefollowingcategories: SewerVacuumandHydroͲExcavationTruckswithRelatedAccessories APPENDIXAContinued CentennialContractorsEnterprises MDͲR4ͲGC02Ͳ052621ͲCCE StateofMarylandͲRegion4ͲGeneralConstruction KellerBrothers,Inc.MDͲR4ͲGC03Ͳ052621ͲKBI StateofMarylandͲRegion4ͲGeneralConstruction SͲWorksConstructionCorporationMDͲR4ͲGC04Ͳ052621ͲSWC StateofMarylandͲRegion4ͲGeneralConstruction VigilContracting,Inc.MDͲR4ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion4ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR4ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion4ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR4ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion4ͲElectricalConstruction VigilContracting,Inc.MDͲR4ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion4ͲElectricalConstruction NicholsContracting,Inc.MDͲR5ͲGC01Ͳ052621ͲNIC StateofMarylandͲRegion5ͲGeneralConstruction VigilContracting,Inc.MDͲR5ͲGC02Ͳ052621ͲVGL StateofMarylandͲRegion5ͲGeneralConstruction PaigeIndustrialServices,Inc,MDͲR5ͲGC03Ͳ052621ͲPAI StateofMarylandͲRegion5ͲGeneralConstruction CentennialContractorsEnterprises MDͲR5ͲGC04Ͳ052621ͲCCE StateofMarylandͲRegion5ͲGeneralConstruction VigilContracting,Inc.MDͲR5ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion5ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR5ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion5ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR5ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion5ͲElectricalConstruction VigilContracting,Inc.MDͲR5ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion5ͲElectricalConstruction SkylineRoofing,Inc.MDͲR5ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion5ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR5ͲRW02Ͳ052621ͲPAI StateofMarylandͲRegion5ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR5ͲPAC02Ͳ052621ͲPAI StateofMarylandͲRegion5ͲPaving/Concrete/AsphaltConstruction VigilContracting,Inc.MDͲR6ͲGC01Ͳ052621ͲVGL StateofMarylandͲRegion6ͲGeneralConstruction KellerBrothers,Inc.MDͲR6ͲGC02Ͳ052621ͲKBI StateofMarylandͲRegion6ͲGeneralConstruction PaigeIndustrialServices,Inc.MDͲR6ͲGC03Ͳ052621ͲPAI StateofMarylandͲRegion6ͲGeneralConstruction CentennialContractorsEnterprises MDͲR6ͲGC04Ͳ052621ͲCCE StateofMarylandͲRegion6ͲGeneralConstruction VigilContracting,Inc.MDͲR6ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion6ͲHVAC/MechanicalConstruction PaigeIndustrialServices,Inc.MDͲR6ͲHVAC02Ͳ052621ͲPAI StateofMarylandͲRegion6ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR6ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion6ͲElectricalConstruction VigilContracting,Inc.MDͲR6ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion6ͲElectricalConstruction PaigeIndustrialServices,Inc.MDͲR6ͲRW02Ͳ052621ͲPAI StateofMarylandͲRegion6ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR6ͲPAC02Ͳ052621ͲPAI StateofMarylandͲRegion6ͲPaving/Concrete/AsphaltConstruction ezIQCRENEWALS CompanyName ContractNumber I.B.Abel,Inc. MDͲWMAͲE01Ͳ042419ͲIBA FHPTectonicsCorp. MDͲWMAͲGC01Ͳ042419ͲFTC HiteRoofing MDͲWMAͲR02Ͳ042419ͲHAS TheMatthewsGroup MDͲWMAͲGC02Ͳ042419ͲTMG CarlBelt,Inc. MDͲWMAͲGC03Ͳ042419ͲCBI S&SElectricCo MDͲWMAͲE02Ͳ042419ͲSSE F.H.Paschen,S.N.Nielsen&Associates,LLC MIͲDETͲGCͲBͲ050118ͲFHP MarshallContractingServices MIͲLANͲCͲAͲ050118ͲMCS MarshallContractingServices MIͲLANͲWSUIͲAͲ050118ͲMCS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲLANͲEͲAͲ050118ͲABS F.H.Paschen,S.N.Nielsen&Associates,LLC MIͲGRPͲGCͲBͲ050118ͲFHP AlliedBuildingServiceCompanyofDetroit,Inc. MIͲLANͲGCͲCͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲDETͲHVACͲAͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲDETͲGCͲCͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲDETͲEͲAͲ050118ͲABS MarshallContractingServices MIͲDETͲGCͲAͲ050118ͲMCS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲLANͲHVACͲAͲ050118ͲABS MarshallContractingServices MIͲDETͲWSUIͲAͲ050118ͲMCS MarshallContractingServices MIͲDETͲDEMͲAͲ050118ͲMCS BloomRoofingSystems,Inc. MIͲLANͲRͲAͲ050118ͲBRS MarshallContractingServices MIͲDETͲCͲAͲ050118ͲMCS F.H.Paschen,S.N.Nielsen&Associates,LLC MIͲLANͲGCͲAͲ050118ͲFHP AlliedBuildingServiceCompanyofDetroit,Inc. MIͲGRPͲGCͲCͲ050118ͲABS BloomRoofingSystems,Inc. MIͲGRPͲRͲAͲ050118ͲBRS MarshallContractingServices MIͲLANͲGCͲBͲ050118ͲMCS APPENDIXAContinued AlliedBuildingServiceCompanyofDetroit,Inc. MIͲGRPͲEͲAͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲGRPͲHVACͲAͲ050118ͲABS BloomRoofingSystems,Inc. MIͲDETͲRͲAͲ050118ͲBRS PELConstructionLLC MIͲGRPͲGCͲAͲ050118ͲPGC WesfieldConstructionCo.Inc. NHͲGMVRͲGCͲAͲ061218ͲWCC Jordy&Company COͲGC02Ͳ050219ͲJOR Happel&Associates,Inc. COͲGC01Ͳ050219ͲHAI TritonServices,Inc. KYͲNCͲHVAC01Ͳ062420ͲTRS TheLuskGroup KYͲNCͲGC05Ͳ062420ͲLMC TheLuskGroup KYͲEͲGC03Ͳ062420ͲLMC TritonServices,Inc. KYͲNCͲGC01Ͳ062420ͲTRS F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲNCͲGC04Ͳ062420ͲFHP F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲWͲGC02Ͳ062420ͲFHP F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲEͲGC02Ͳ062420ͲFHP TectaAmericaCorp KYͲNCͲRW02Ͳ062420ͲTEA TectaAmericaCorp KYͲEͲRW02Ͳ062420ͲTEA TheLuskGroup KYͲNCͲRW01Ͳ062420ͲLMC TheLuskGroup KYͲWͲGC03Ͳ062420ͲLMC TheLuskGroup KYͲEͲHVAC01Ͳ062420ͲLMC TheLuskGroup KYͲEͲE02Ͳ062420ͲLMC PlaceServices,Inc. KYͲWͲE01Ͳ062420ͲPLS PlaceServices,Inc. KYͲWͲGC01Ͳ062420ͲPLS PlaceServices,Inc. KYͲEͲE01Ͳ062420ͲPLS TheLuskGroup KYͲWͲHVAC01Ͳ062420ͲLMC TheLuskGroup KYͲNCͲE02Ͳ062420ͲLMC TheLuskGroup KYͲWͲRW01Ͳ062420ͲLMC CalhounConstructionServices KYͲNCͲGC02Ͳ062420ͲCAC TheLuskGroup KYͲWͲE02Ͳ062420ͲLMC TectaAmericaCorp KYͲWͲRW02Ͳ062420ͲTEA PlaceServices,Inc. KYͲNCͲGC03Ͳ062420ͲPLS PlaceServices,Inc. KYͲNCͲE01Ͳ062420ͲPLS PlaceServices,Inc. KYͲEͲGC01Ͳ062420ͲPLS TheLuskGroup KYͲEͲRW01Ͳ062420ͲLMC TheLuskGroup KYͲNCͲHVAC02Ͳ062420ͲLMC ACCOEngineeredSystems,Inc. CAͲRENͲCIRͲM01Ͳ062718ͲAES EnterpriseElectricDatacom CAͲCRͲE01Ͳ062718ͲEED ExpressEnergyServices,Inc. CARENͲSIRͲGL01Ͳ062718ͲEES ACCOEngineeredSystems,Inc. CAͲRENͲSIRͲM01Ͳ062718ͲAES HorizonsConstructionCo.Int'l,Inc CAͲCRͲGB01Ͳ062718ͲHCC VincorConstruction,Inc. CAͲCRͲGB02Ͳ062718ͲVCI ACCOEngineeredSystems,Inc. CAͲCRͲM01Ͳ062718ͲAES ExpressEnergyServices,Inc. CARENͲSCRͲGL01Ͳ062718ͲEES ACCOEngineeredSystems,Inc. CAͲRENͲSCRͲM01Ͳ062718ͲAES Brown&Root MO01AͲ071117ͲBRI VazquezCommercialContracting,LLC MO01BͲ071117ͲVCC TheWilsonGroup MO01CͲ071117ͲTWG ReasbeckConstruction,Inc. MO02AͲ071117ͲRCI Brown&Root MO02BͲ071117ͲBRI TheWilsonGroup MO02CͲ071117ͲTWG Brown&Root MO03BͲ071117ͲBRI VazquezCommercialContracting,LLC MO03CͲ071117ͲVCC ezIQCCONTRACTEXTENSIONS CompanyName ContractNumber SOURCEWELL STATE OF MINNESOTA Member ____________ moved the adoption of the following Resolution: RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS 12/21/2021 Resolution No. 2021-29 WHEREAS, the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A, which is attached and incorporated; and WHEREAS, Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program and to award all competitively solicited contracts, without limitation; and WHEREAS, the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process; and WHEREAS, the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members’ legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards. NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A. The motion for the adoption of the foregoing resolution was duly seconded by Member______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲDecember2021 NEWCONTRACTS SupplierName ContractNumber SolicitationTitle ASHNorthAmerica,Inc.093021ͲAEB "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" BucherMunicipalNorthAmerica 093021ͲBUC "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" Curbtender,Inc.093021ͲCRB "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" ElginSweeperCompany 093021ͲELG "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" Exprolink,Inc.093021ͲEXP "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" FAYATEnvironmentalSolutionsAmericas 093021ͲFAY "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" GlobalEnvironmentalProducts,Inc.093021ͲGEP "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" SchwarzeIndustries,Inc.093021ͲSWZ "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" GapVax,Inc. 101221ͲGPV "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" GradallIndustries,Inc. 101221ͲGRD "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" HollandPumpCompany 101221ͲHLD "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" RingͲOͲMatic,Inc. 101221ͲRGO "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" SewerEquipmentCompanyofAmerica 101221ͲSCA "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" SuperProducts,LLC101221ͲSPL "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" ThompsonPumpandManufacturingCompany 101221ͲTPM "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" VacͲCon,Inc. 101221ͲVAC "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" VactorManufacturing 101221ͲVTR "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle NEWezIQCCONTRACTS CompanyName ContractNumber StateͲRegionͲTypeofWork JeweloftheSouth,Inc.FLͲR1ͲGC01Ͳ111821ͲJOS Region1ͲNorthwestFloridaͲGeneralConstruction F.H.Paschen FLͲR1ͲGC02Ͳ111821ͲFHP Region1ͲNorthwestFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR1ͲGC03Ͳ111821ͲPLA Region1ͲNorthwestFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR1ͲGC04Ͳ111821ͲLRI Region1ͲNorthwestFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR1ͲGC05Ͳ111821ͲNIC Region1ͲNorthwestFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR1ͲGC06Ͳ111821ͲJLC Region1ͲNorthwestFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR1ͲGC07Ͳ111821ͲADR Region1ͲNorthwestFloridaͲGeneralConstructionCONSENTAGENDAITEMSArtificialTurf,TrackswithInstallation,andRelatedEquipment,Materials,andSupplies RequestingBoardpermissiontoReͲSolicitthefollowingcategories: RequestingBoardpermissiontoSolicitthefollowingcategories: AthleticSurfaceswithInstallation,andRelatedEquipment,Materials,andServices APPENDIXAContinued RAMConstruction&Development,LLC FLͲR1ͲGC08Ͳ111821ͲRAM Region1ͲNorthwestFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR1ͲHVAC01Ͳ111821ͲMPM Region1ͲNorthwestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR1ͲHVAC02Ͳ111821ͲADR Region1ͲNorthwestFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR1ͲHVAC03Ͳ111821ͲMSF Region1ͲNorthwestFloridaͲHVAC/Mechanical NicholsContracting,Inc.FLͲR1ͲE01Ͳ111821ͲNIC Region1ͲNorthwestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR1ͲE02Ͳ111821ͲADR Region1ͲNorthwestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR1ͲRW01Ͳ111821ͲADR Region1ͲNorthwestFloridaͲRoofing/Waterproofing AstraConstructionServices,LLC FLͲR1ͲPAC01Ͳ111821ͲACS Region1ͲNorthwestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR1ͲPAC02Ͳ111821ͲDMS Region1ͲNorthwestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR1ͲCC01Ͳ111821ͲDMS Region1ͲNorthwestFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR1ͲCC02Ͳ111821ͲACS Region1ͲNorthwestFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR1ͲCC03Ͳ111821ͲAME Region1ͲNorthwestFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR2ͲGC01Ͳ111821ͲJOS Region2ͲNorthCentralWestFloridaͲGeneralConstruction F.H.Paschen FLͲR2ͲGC02Ͳ111821ͲFHP Region2ͲNorthCentralWestFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR2ͲGC03Ͳ111821ͲPLA Region2ͲNorthCentralWestFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR2ͲGC04Ͳ111821ͲLRI Region2ͲNorthCentralWestFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR2ͲGC05Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR2ͲGC06Ͳ111821ͲJLC Region2ͲNorthCentralWestFloridaͲGeneralConstruction RAMConstruction&Development,LLC FLͲR2ͲGC07Ͳ111821ͲRAM Region2ͲNorthCentralWestFloridaͲGeneralConstruction HCRConstruction,Inc.FLͲR2ͲGC08Ͳ111821ͲHCR Region2ͲNorthCentralWestFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR2ͲHVAC01Ͳ111821ͲMPM Region2ͲNorthCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR2ͲHVAC02Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR2ͲHVAC03Ͳ111821ͲMSF Region2ͲNorthCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR2ͲE01Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR2ͲE02Ͳ111821ͲIFS Region2ͲNorthCentralWestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR2ͲRW01Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲRoofing/Waterproofing AmiciEngineeringContractors FLͲR2ͲPAC03Ͳ111821ͲAME Region2ͲNorthCentralWestFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR2ͲPAC02Ͳ111821ͲACS Region2ͲNorthCentralWestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR2ͲPAC03Ͳ111821ͲDMS Region2ͲNorthCentralWestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR2ͲCC01Ͳ111821ͲDMS Region2ͲNorthCentralWestFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR2ͲCC02Ͳ111821ͲACS Region2ͲNorthCentralWestFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR2ͲCC03Ͳ111821ͲAME Region2ͲNorthCentralWestFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR3ͲGC01Ͳ111821ͲJOS Region3ͲNorthCentralEastFloridaͲGeneralConstruction F.H.Paschen FLͲR3ͲGC02Ͳ111821ͲFHP Region3ͲNorthCentralEastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR3ͲGC03Ͳ111821ͲPLA Region3ͲNorthCentralEastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR3ͲGC04Ͳ111821ͲLRI Region3ͲNorthCentralEastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR3ͲGC05Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR3ͲGC06Ͳ111821ͲJLC Region3ͲNorthCentralEastFloridaͲGeneralConstruction RAMConstruction&Development,LLC FLͲR3ͲGC07Ͳ111821ͲRAM Region3ͲNorthCentralEastFloridaͲGeneralConstruction HCRConstruction,Inc.FLͲR3ͲGC08Ͳ111821ͲHCR Region3ͲNorthCentralEastFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR3ͲHVAC01Ͳ111821ͲMPM Region3ͲNorthCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR3ͲHVAC02Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR3ͲHVAC03Ͳ111821ͲMSF Region3ͲNorthCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR3ͲE01Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR3ͲRW02Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲRoofing/Waterproofing AstraConstructionServices,LLC FLͲR3ͲPAC01Ͳ111821ͲACS Region3ͲNorthCentralEastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR3ͲPAC02Ͳ111821ͲDMS Region3ͲNorthCentralEastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR3ͲPAC03Ͳ111821ͲAME Region3ͲNorthCentralEastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR3ͲCC01Ͳ111821ͲDMS Region3ͲNorthCentralEastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR3ͲCC02Ͳ111821ͲACS Region3ͲNorthCentralEastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR3ͲCC03Ͳ111821ͲAME Region3ͲNorthCentralEastFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR4ͲGC01Ͳ111821ͲJOS Region4ͲNortheastFloridaͲGeneralConstruction F.H.Paschen FLͲR4ͲGC02Ͳ111821ͲFHP Region4ͲNortheastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR4ͲGC03Ͳ111821ͲPLA Region4ͲNortheastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR4ͲGC04Ͳ111821ͲLRI Region4ͲNortheastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR4ͲGC05Ͳ111821ͲADR Region4ͲNortheastFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR4ͲGC06Ͳ111821ͲNIC Region4ͲNortheastFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR4ͲGC07Ͳ111821ͲJLC Region4ͲNortheastFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR4ͲGC08Ͳ111821ͲDMS Region4ͲNortheastFloridaͲGeneralConstruction HCRConstruction,Inc.FLͲR4ͲGC09Ͳ111821ͲHCR Region4ͲNortheastFloridaͲGeneralConstruction AstraConstructionServices,LLC FLͲR4ͲGC10Ͳ111821ͲACS Region4ͲNortheastFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR4ͲHVAC01Ͳ111821ͲMPM Region4ͲNortheastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR4ͲHVAC02Ͳ111821ͲADR Region4ͲNortheastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR4ͲHVAC03Ͳ111821ͲMSF Region4ͲNortheastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR4ͲE01Ͳ111821ͲADR Region4ͲNortheastFloridaͲElectrical APPENDIXAContinued NicholsContracting,Inc.FLͲR4ͲE02Ͳ111821ͲNIC Region4ͲNortheastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR4ͲRW01Ͳ111821ͲADR Region4ͲNortheastFloridaͲRoofing/Waterproofing AmiciEngineeringContractors FLͲR4ͲPAC01Ͳ111821ͲAME Region4ͲNortheastFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR4ͲPAC02Ͳ111821ͲACS Region4ͲNortheastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR4ͲPAC03Ͳ111821ͲDMS Region4ͲNortheastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR4ͲCC01Ͳ111821ͲAME Region4ͲNortheastFloridaͲCivilConstruction DavidMancini&Sons,Inc.FLͲR4ͲCC02Ͳ111821ͲDMS Region4ͲNortheastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR4ͲCC03Ͳ111821ͲACS Region4ͲNortheastFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR5ͲGC01Ͳ111821ͲJOS Region5ͲCentralWestFloridaͲGeneralConstruction F.H.Paschen FLͲR5ͲGC02Ͳ111821ͲFHP Region5ͲCentralWestFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR5ͲGC03Ͳ111821ͲPLA Region5ͲCentralWestFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR5ͲGC04Ͳ111821ͲLRI Region5ͲCentralWestFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR5ͲGC05Ͳ111821ͲADR Region5ͲCentralWestFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR5ͲGC06Ͳ111821ͲNIC Region5ͲCentralWestFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR5ͲGC07Ͳ111821ͲJLC Region5ͲCentralWestFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR5ͲGC08Ͳ111821ͲDMS Region5ͲCentralWestFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR5ͲHVAC01Ͳ111821ͲMPM Region5ͲCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR5ͲHVAC02Ͳ111821ͲADR Region5ͲCentralWestFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR5ͲHVAC03Ͳ111821ͲMSF Region5ͲCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR5ͲE01Ͳ111821ͲADR Region5ͲCentralWestFloridaͲElectrical NicholsContractingInc FLͲR5ͲE02Ͳ111821ͲNIC Region5ͲCentralWestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR5ͲRW01Ͳ111821ͲADR Region5ͲCentralWestFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR5ͲPAC01Ͳ111821ͲDMS Region5ͲCentralWestFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR5ͲPAC02Ͳ111821ͲACS Region5ͲCentralWestFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR5ͲPAC03Ͳ111821ͲAME Region5ͲCentralWestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR5ͲCC01Ͳ111821ͲDMS Region5ͲCentralWestFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR5ͲCC02Ͳ111821ͲACS Region5ͲCentralWestFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR5ͲCC03Ͳ111821ͲAME Region5ͲCentralWestFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR6ͲGC01Ͳ111821ͲJOS Region6ͲCentralFloridaͲGeneralConstruction F.H.Paschen FLͲR6ͲGC02Ͳ111821ͲFHP Region6ͲCentralFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR6ͲGC03Ͳ111821ͲSCD Region6ͲCentralFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR6ͲGC04Ͳ111821ͲADR Region6ͲCentralFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR6ͲGC05Ͳ111821ͲLRI Region6ͲCentralFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR6ͲGC06Ͳ111821ͲPLA Region6ͲCentralFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR6ͲGC07Ͳ111821ͲCCE Region6ͲCentralFloridaͲGeneralConstruction OvationConstructionCompany FLͲR6ͲGC08Ͳ111821ͲOCC Region6ͲCentralFloridaͲGeneralConstruction HallMechanicalandAirConditioningLLC FLͲR6ͲHVAC01Ͳ111821ͲHMA Region6ͲCentralFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR6ͲHVAC02Ͳ111821ͲADR Region6ͲCentralFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR6ͲHVAC03Ͳ111821ͲMSF Region6ͲCentralFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR6ͲE01Ͳ111821ͲADR Region6ͲCentralFloridaͲElectrical NicholsContracting,Inc.FLͲR6ͲE02Ͳ111821ͲNIC Region6ͲCentralFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR6ͲE03Ͳ111821ͲIFS Region6ͲCentralFloridaͲElectrical AdvancedRoofing,Inc.FLͲR6ͲRW01Ͳ111821ͲADR Region6ͲCentralFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR6ͲPAC01Ͳ111821ͲDMS Region6ͲCentralFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR6ͲPAC02Ͳ111821ͲACS Region6ͲCentralFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR6ͲPAC03Ͳ111821ͲAME Region6ͲCentralFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR6ͲCC01Ͳ111821ͲDMS Region6ͲCentralFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR6ͲCC02Ͳ111821ͲACS Region6ͲCentralFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR6ͲCC03Ͳ111821ͲAME Region6ͲCentralFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR7ͲGC01Ͳ111821ͲJOS Region7ͲCentralEastFloridaͲGeneralConstruction F.H.Paschen FLͲR7ͲGC02Ͳ111821ͲFHP Region7ͲCentralEastFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR7ͲGC03Ͳ111821ͲSCD Region7ͲCentralEastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR7ͲGC04Ͳ111821ͲADR Region7ͲCentralEastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR7ͲGC05Ͳ111821ͲLRI Region7ͲCentralEastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR7ͲGC06Ͳ111821ͲPLA Region7ͲCentralEastFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR7ͲGC07Ͳ111821ͲNIC Region7ͲCentralEastFloridaͲGeneralConstruction AmiciEngineeringContractors FLͲR7ͲGC08Ͳ111821ͲAME Region7ͲCentralEastFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR7ͲHVAC01Ͳ111821ͲHMA Region7ͲCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR7ͲHVAC02Ͳ111821ͲADR Region7ͲCentralEastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR7ͲHVAC03Ͳ111821ͲMSF Region7ͲCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR7ͲE01Ͳ111821ͲADR Region7ͲCentralEastFloridaͲElectrical NicholsContracting,Inc.FLͲR7ͲE02Ͳ111821ͲNIC Region7ͲCentralEastFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR7ͲE03Ͳ111821ͲIFS Region7ͲCentralEastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR7ͲRW01Ͳ111821ͲADR Region7ͲCentralEastFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR7ͲPAC01Ͳ111821ͲDMS Region7ͲCentralEastFloridaͲPaving/Asphalt/Concrete APPENDIXAContinued AstraConstructionServices,LLC FLͲR7ͲPAC02Ͳ111821ͲACS Region7ͲCentralEastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR7ͲPAC03Ͳ111821ͲAME Region7ͲCentralEastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR7ͲCC01Ͳ111821ͲDMS Region7ͲCentralEastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR7ͲCC02Ͳ111821ͲACS Region7ͲCentralEastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR7ͲCC03Ͳ111821ͲAME Region7ͲCentralEastFloridaͲCivilConstruction HarbourConstruction,Inc.FLͲR8ͲGC01Ͳ111821ͲHBC Region8ͲNorthSuncoastFloridaͲGeneralConstruction JeweloftheSouth,Inc.FLͲR8ͲGC02Ͳ111821ͲJOC Region8ͲNorthSuncoastFloridaͲGeneralConstruction F.H.Paschen FLͲR8ͲGC03Ͳ111821ͲFHP Region8ͲNorthSuncoastFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR8ͲGC04Ͳ111821ͲSCD Region8ͲNorthSuncoastFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR8ͲGC05Ͳ111821ͲDMS Region8ͲNorthSuncoastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR8ͲGC06Ͳ111821ͲADR Region8ͲNorthSuncoastFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR8ͲGC07Ͳ111821ͲCCE Region8ͲNorthSuncoastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR8ͲGC08Ͳ111821ͲLRI Region8ͲNorthSuncoastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR8ͲGC09Ͳ111821ͲPLA Region8ͲNorthSuncoastFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR8ͲGC10Ͳ111821ͲNIC Region8ͲNorthSuncoastFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR8ͲHVAC01Ͳ111821ͲHMA Region8ͲNorthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR8ͲHVAC02Ͳ111821ͲADR Region8ͲNorthSuncoastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR8ͲHVAC03Ͳ111821ͲMSF Region8ͲNorthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR8ͲE01Ͳ11182ͲADR Region8ͲNorthSuncoastFloridaͲElectrical NicholsContracting,Inc.FLͲR8ͲE02Ͳ111821ͲNIC Region8ͲNorthSuncoastFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR8ͲE03Ͳ111821ͲIFS Region8ͲNorthSuncoastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR8ͲRW01Ͳ111821ͲADR Region8ͲNorthSuncoastFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR8ͲPAC01Ͳ111821ͲDMS Region8ͲNorthSuncoastFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR8ͲPAC02Ͳ111821ͲACS Region8ͲNorthSuncoastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR8ͲPAC04Ͳ111821ͲAME Region8ͲNorthSuncoastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR8ͲCC01Ͳ111821ͲDMS Region8ͲNorthSuncoastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR8ͲCC02Ͳ111821ͲACS Region8ͲNorthSuncoastFloridaͲCivilConstruction McKenzieContracting,LLC FLͲR8ͲCC03Ͳ111821ͲMCL Region8ͲNorthSuncoastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR8ͲCC04Ͳ111821ͲAME Region8ͲNorthSuncoastFloridaͲCivilConstruction ShiffConstruction&Development,Inc.FLͲR9ͲGC01Ͳ111821ͲSCD Region9ͲSouthSuncoastFloridaͲGeneralConstruction JeweloftheSouth,Inc.FLͲR9ͲGC02Ͳ111821ͲJOS Region9ͲSouthSuncoastFloridaͲGeneralConstruction F.H.PaschenFLͲR9ͲGC03Ͳ111821ͲFHP Region9ͲSouthSuncoastFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR9ͲGC04Ͳ111821ͲDMS Region9ͲSouthSuncoastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR9ͲGC05Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR9ͲGC06Ͳ111821ͲPLA Region9ͲSouthSuncoastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR9ͲGC07Ͳ111821ͲLRI Region9ͲSouthSuncoastFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR9ͲGC08Ͳ111821ͲCCE Region9ͲSouthSuncoastFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR9ͲHVAC01Ͳ111821ͲHMA Region9ͲSouthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR9ͲHVAC02Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR9ͲHVAC03Ͳ111821ͲMSF Region9ͲSouthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR9ͲE01Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲElectrical NicholsContracting,Inc.FLͲR9ͲE02Ͳ111821ͲNIC Region9ͲSouthSuncoastFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR9ͲE03Ͳ111821ͲIFS Region9ͲSouthSuncoastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR9ͲRW01Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲRoofing/Waterproofing SalomonConstruction&Roofing FLͲR9ͲRW02Ͳ111821ͲSCR Region9ͲSouthSuncoastFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR9ͲPAC01Ͳ111821ͲDMS Region9ͲSouthSuncoastFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR9ͲPAC02Ͳ111821ͲACS Region9ͲSouthSuncoastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR9ͲPAC03Ͳ111821ͲAME Region9ͲSouthSuncoastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR9ͲCC01Ͳ111821ͲDMS Region9ͲSouthSuncoastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR9ͲCC02Ͳ111821ͲACS Region9ͲSouthSuncoastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR9ͲCC03Ͳ111821ͲAME Region9ͲSouthSuncoastFloridaͲCivilConstruction HarbourConstruction,Inc.FLͲR10ͲGC01Ͳ111821ͲHBC Region10ͲSouthernFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR10ͲGC02Ͳ111821ͲSCD Region10ͲSouthernFloridaͲGeneralConstruction TeamContracting,Inc.FLͲR10ͲGC03Ͳ111821ͲTCI Region10ͲSouthernFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR10ͲGC04Ͳ111821ͲDMS Region10ͲSouthernFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR10ͲGC05Ͳ111821ͲADR Region10ͲSouthernFloridaͲGeneralConstruction JeweloftheSouth,Inc.FLͲR10ͲGC06Ͳ111821ͲJOS Region10ͲSouthernFloridaͲGeneralConstruction F.H.Paschen FLͲR10ͲGC07Ͳ111821ͲFHP Region10ͲSouthernFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR10ͲGC08Ͳ111821ͲPLA Region10ͲSouthernFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR10ͲGC09Ͳ111821ͲNIC Region10ͲSouthernFloridaͲGeneralConstruction AmiciEngineeringContractors FLͲR10ͲGC10Ͳ111821ͲAME Region10ͲSouthernFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR10ͲGC11Ͳ111821ͲJLC Region10ͲSouthernFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR10ͲGC12Ͳ111821ͲCCE Region10ͲSouthernFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR10ͲHVAC01Ͳ111821ͲHMA Region10ͲSouthernFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR10ͲHVAC02Ͳ111821ͲADR Region10ͲSouthernFloridaͲHVAC/Mechanical APPENDIXAContinued MechanicalServicesofCentralFlorida,Inc.FLͲR10ͲHVAC03Ͳ111821ͲMSF Region10ͲSouthernFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR10ͲE01Ͳ111821ͲADR Region10ͲSouthernFloridaͲElectrical NicholsContracting,Inc.FLͲR10ͲE02Ͳ111821ͲNIC Region10ͲSouthernFloridaͲElectrical SolaresElectricalServices,Inc.FLͲR10ͲE03Ͳ111821ͲSES Region10ͲSouthernFloridaͲElectrical AdvancedRoofing,Inc.FLͲR10ͲRW01Ͳ111821ͲADR Region10ͲSouthernFloridaͲRoofing/Waterproofing SalomonConstruction&Roofing FLͲR10ͲRW02Ͳ111821ͲSCR Region10ͲSouthernFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR10ͲPAC01Ͳ111821ͲDMS Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete LanzoConstructionCo.,FL FLͲR10ͲPAC02Ͳ111821ͲLCC Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR10ͲPAC03Ͳ111821ͲACS Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR10ͲPAC04Ͳ111821ͲAME Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR10ͲCC01Ͳ111821ͲDMS Region10ͲSouthernFloridaͲCivilConstruction LanzoConstructionCo.,FL FLͲR10ͲCC02Ͳ111821ͲLCC Region10ͲSouthernFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR10ͲCC03Ͳ111821ͲACS Region10ͲSouthernFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR10ͲCC04Ͳ111821ͲAME Region10ͲSouthernFloridaͲCivilConstruction ezIQCRENEWALS CompanyName ContractNumber InnovativeBuildersofAlexandria,Inc. MNͲNCMͲGC01Ͳ120518ͲIBA MinnesotaExteriors,Inc. MNͲTMAͲR01Ͳ120518ͲMEI KrausͲAndersonConstructionCompany MNͲSEAͲGC03Ͳ120518ͲKRU KrausͲAndersonConstructionCompany MNͲSWAͲGC02Ͳ120518ͲKRU KrausͲAndersonConstructionCompany MNͲNCMͲGC04Ͳ120518ͲKRU InnovativeBuildersofAlexandria,Inc. MNͲRRVͲGC01Ͳ120518ͲIBA McDowallCompany MNͲRRVͲR02Ͳ120518ͲMDC KrausͲAndersonConstructionCompany MNͲIRAͲGC02Ͳ120518ͲKRU SolidRockConstruction MNͲCMAͲGC03Ͳ120518ͲSRC KrausͲAndersonConstructionCompany MNͲTMAͲGC05Ͳ120518ͲKRU NorͲSon,Inc. MNͲIRAͲGC01Ͳ120518ͲNSI NorͲSon,Inc. MNͲSEAͲGC01Ͳ120518ͲNSI NorͲSon,Inc. MNͲTMAͲGC02Ͳ120518ͲNSI RAKConstruction,Inc. MNͲTMAͲGC01Ͳ120518ͲRAK SolidRockConstruction MNͲTMAͲGC03Ͳ120518ͲSRC RAKConstruction,Inc. MNͲCMAͲGC01Ͳ120518ͲRAK NorͲSon,Inc. MNͲNCMͲGC02Ͳ120518ͲNSI NorͲSon,Inc. MNͲCMAͲGC02Ͳ120518ͲNSI NorͲSon,Inc. MNͲRRVͲGC02Ͳ120518ͲNSI NorͲSon,Inc. MNͲSWAͲGC01Ͳ120518ͲNSI BituminousRoadways,Inc. MNͲTMAͲP01Ͳ120518ͲBRI McDowallCompany MNͲTMAͲR02Ͳ120518ͲMDC MinnesotaExteriors,Inc. MNͲSEAͲR01Ͳ120518ͲMEI McDowallCompany MNͲIRAͲR02Ͳ120518ͲMDC SolidRockConstruction MNͲNCMͲGC03Ͳ120518ͲSRC MinnesotaExteriors,Inc. MNͲCMAͲRO1Ͳ120518ͲMEI McDowallCompany MNͲNCMͲR02Ͳ120518ͲMDC KrausͲAndersonConstructionCompany MNͲRRVͲGC03Ͳ120518ͲKRU L.S.BlackConstructors,Inc. MNͲTMAͲGC04Ͳ120518ͲLSB McDowallCompany MNͲCMAͲR02Ͳ120518ͲMDC McDowallCompany MNͲSWAͲR02Ͳ120518ͲMDC MidͲMinnesotaHotMix MNͲCMAͲP01Ͳ120518ͲMHM MinnesotaExteriors,Inc. MNͲNCMͲR01Ͳ120518ͲMEI MinnesotaExteriors,Inc. MNͲRRVͲR01Ͳ120518ͲMEI SolidRockConstruction MNͲSEAͲGC02Ͳ120518ͲSRC AndersonBrothers MNͲNCMͲP01Ͳ120518ͲABC HyͲTecConstruction MNͲNCMͲGC05Ͳ120518ͲHTC MinnesotaExteriors,Inc. MNͲSWAͲR01Ͳ120518ͲMEI KrausͲAndersonConstructionCompany MNͲCMAͲGC04Ͳ120518ͲKRU MinnesotaExteriors,Inc. MNͲIRAͲR01Ͳ120518ͲMEI COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #093021 Entitled Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies The following advertisement was placed August 12, 2021 in USA Today, in South Carolina’s The State, in The Oklahoman and on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov, Biddingo, Merx, The New York State Contract Reporter www.nyscr.ny.gov, PublicPurchase.com, and August 13, 2021 in Oregon’s Daily Journal of Commerce: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: AAA EQUIPMENT Hughes Ventures, Inc. ASH North America, Inc., dba Aebi Schmidt North America, dba M-B Companies, Inc. Kellar Equipment Aries Industries, Inc. MacLean Engineering & Marketing Co., Limited BOMAG America, LLC Makita USA Bonnell Industries, Inc. Manufacturers Solutions Team BOSCHUNG AMERICA, LLC Miner, Ltd. Broadway Ford Truck Sales, Inc. Nescon, LLC Bucher Municipal North America Nilfisk, Inc. CORMIERS ENTERPRISE ODRA, LLC (Challenger Manufacturing, Ltd.) Curbtender, Inc. PAPE MACHINERY Cyclone Technology, LLC Regina Construction Association DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 2 of 5 DuCo, LLC (Schwarze Industries, Inc.) ROOTS MULTICLEAN INC. VICTORY SWEEPERS DIVISION Duffrin Overhead Door and Solu RSS Equipment, Ltd. DULEVO AMERICAS Stepp Manufacturing Company, Inc. Eastern Farm Machinery, Ltd. TITAN MACHINERY, INC. Elgin Sweeper Company (Division of Federal Signal Corp.) Toromont Material Handling, a division of Toromont Industries, Ltd. Exprolink Inc. Triverus, LLC FAYAT Environmental Solutions Americas (RAVO Holding BV) Trombia Technologies FST Canada, Inc. TYMCO, Inc. Garsite Progress, LLC United Rotary Brush Corporation Global Environmental Products, Inc. UtiliTough, Inc. Gradall Industries, Inc. Westvac Industrial, Ltd. Holms, Inc. All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on September 30, 2021, at 4:36:08 pm CT. Proposals were received from the following: ASH North America, Inc., dba Aebi Schmidt North America, dba M-B Companies, Inc. Aries Industries, Inc. Bonnell Industries, Inc. Bucher Municipal North America Curbtender, Inc. Cyclone Technology, LLC DuCo, LLC (Schwarze Industries, Inc.) Elgin Sweeper Company (Division of Federal Signal Corp.) Exprolink Inc. Global Environmental Products, Inc. Gradall Industries, Inc. Holms, Inc. Hughes Ventures, Inc. Nescon, LLC Nilfisk, Inc. ODRA, LLC (Challenger Manufacturing, Ltd.) RAVO Holding BV, dba FAYAT Environmental Solutions Americas ROOTS MULTICLEAN INC. VICTORY SWEEPERS DIVISION Stepp Manufacturing Company, Inc. Triverus, LLC Trombia Technologies TYMCO, Inc. Proposals were reviewed by the Proposal Evaluation Committee: Kim Austin, MBA, CPPB, Procurement Lead Analyst DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 3 of 5 Michael Muñoz, CPPB, Procurement Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Bill Davison, CPPO, NIGP-CPP, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that the products and services offered in the proposal response from Aries Industries, Inc., fell outside of the Requested Equipment, Products, or Services of the RFP. All other proposals were found to meet the scope and mandatory submittal requirements and were evaluated. ASH North America, Inc., dba Aebi Schmidt North America, provides chassis-mounted vacuum sweepers, airport sweepers, and electric compact sweepers. Their all-electric sweeper allows for a carbon neutral unit, with a battery life of at least 5000 charging cycles. Aebi Schmidt has a sales team that can serve the US and Canada with a growing dealer network. They are offering a competitive discount off list price and quantity discounts apply for Sourcewell participating entities. Bucher Municipal North America manufactures five models of chassis-mounted vacuum, regenerative air, and mechanical sweepers. They are also offering two models of compact and mid-compact vacuum sweepers. Bucher Municipal has regional sales managers and independently owned dealers located throughout the US and Canada to assist Sourcewell participating entities. They propose a solid discount off list price and access to financing options. Curbtender, Inc., is a manufacturer of chassis-mounted regenerative air, vacuum, and mechanical sweepers. They have regional sales managers and independent sales and service partners throughout US and Canada. Curbtender provides Sourcewell participating entities with an additional one-year, or 2,080 hours, warranty at no charge. They are offering competitive discounts off their standard pricing with available quantity discounts. Curbtender also has options available for financing and leasing of sweeper products. Elgin Sweeper Company produces purpose-built mechanical, chassis-mounted mechanical, regenerative air, and vacuum sweepers. They offer models that utilize alternative fuels such as hybrid electric and compressed natural gas (CNG). Elgin has regional sales managers and a dealer network throughout North America. They are offering discounted pricing off list to Sourcewell participating entities. Exprolink Inc., is the manufacturer of Madvac compact sweepers and litter vacuum vehicles. They offer traditional gas engines, diesel, and electric options for their sweeper models. Exprolink’s sales and dealer network is located throughout the US and Canada. Their pricing reflects a significant discount from MSRP to Sourcewell participating entities with quantity discounts available on orders greater than 5 sweepers. Global Environmental Products, Inc., manufactures compact, mechanical, regenerative air and vacuum sweepers. Hydrogen fuel cell models and a full electric vehicle (EV) Class 7 sweeper offer reduced fuel consumption and a reduction in carbon footprint and Greenhouse Gas Emissions. Global Environmental Products plans to serve Sourcewell’s participating entitles across the US and Canada through a vast dealer network. Global proposes strong pricing discounts on their products off their standard list price. RAVO Holding BV, dba FAYAT Environmental Solutions Americas, is offering their line of street, sidewalk and park lot sweepers including a fully electrically street sweeper option. They have implemented green initiatives including having factories and facilities that are 100% powered by green electricity from wind power. The FAYAT DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 4 of 5 Environmental dealer network covers all of Canada and the majority of the US. Dealers offer sales and service with a documented commitment to providing a high level of customer service. They are offing competitive discounts on pricing. Schwarze Industries, Inc., is a manufacturer of regenerative air sweepers, vacuum sweepers, mechanical sweepers, parking lot sweepers, and high-speed runway sweepers. Products, training, and service are made available to Sourcewell participating entities across the US and Canada though a robust dealer network with available road service within the contiguous US, Hawaii, and Alaska. All products proposed by Schwarze are being provided at significantly discounted rates. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #093021 to: ASH North America, Inc., dba Aebi Schmidt North America dba M-B Companies, Inc. #093021-AEB Bucher Municipal North America #093021-BUC Curbtender, Inc. #093021-CRB Elgin Sweeper Company (Division of Federal Signal Corp.) #093021-ELG Exprolink Inc. #093021-EXP Global Environmental Products, Inc. #093021-GEP RAVO Holding BV, dba FAYAT Environmental Solutions Americas #093021-FAY Schwarze Industries, Inc. #093021-SWZ The preceding recommendations were approved on November 15, 2021. __________________________________________ Kim Austin, MBA, CPPB, Procurement Lead Analyst __________________________________________ Michael Muñoz, CPPB, Procurement Analyst __________________________________________ Brandon Town, CPSM, CPSD, Procurement Analyst DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 5 of 5 ___________________________________________ Bill Davison, CPPO, NIGP-CPP, Procurement Analyst STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #093021 for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell’s bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell’s Procurement Policy. Jeremy Schwartz, CSSBB, CPPO Chief Procurement Officer DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F 093021-ELG Rev. 3/2021 1 Solicitation Number: RFP #093021 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Elgin Sweeper Company, 1300 West Bartlett Road, Elgin, IL 60120 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires November 16, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 093021-ELG Rev. 3/2021 2 Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 093021-ELG Rev. 3/2021 3 returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; 093021-ELG Rev. 3/2021 4 x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 093021-ELG Rev. 3/2021 5 contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: 093021-ELG Rev. 3/2021 6 x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address; x Participating Entity City; x Participating Entity State/Province; x Participating Entity Zip/Postal Code; x Participating Entity Contact Name; x Participating Entity Contact Email Address; x Participating Entity Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 093021-ELG Rev. 3/2021 7 by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. 093021-ELG Rev. 3/2021 8 E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 093021-ELG Rev. 3/2021 9 resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 093021-ELG Rev. 3/2021 10 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. 093021-ELG Rev. 3/2021 11 The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 093021-ELG Rev. 3/2021 12 no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 093021-ELG Rev. 3/2021 13 primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 093021-ELG Rev. 3/2021 14 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 093021-ELG Rev. 3/2021 15 C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 093021-ELG Rev. 3/2021 16 of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 093021-ELG Rev. 3/2021 17 and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. 093021-ELG Rev. 3/2021 18 T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. 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$GGHQGXPBB6WUHHWB6ZHHSHUVB5)3B :HG$XJXVW30 $GGHQGXPBB6WUHHWB6ZHHSHUVB5)3B )UL$XJXVW30 Bid Number: RFP 093021 Vendor Name: Elgin Sweeper Co. AebiSchmidtNorthAmericadbaMͲBCompanies,Inc. AriesIndustries,Inc. BonnellIndustriesIncBucherMunicipalNorthAmerica Curbtender,Inc. CycloneTechnologyLLCDuCo,LLC(SchwarzeIndustries,Inc.)ElginSweeperCo.(DivisionofFederalSignalCorp.)Possible PointsConformancetoRFPRequirements5043 - 43 43 42 39 44 41 Pricing400333 - 323 330 336 279 331 330 FinancialViabilityandMarketplaceSuccess7563 - 62 64 60 62 66 61 AbilitytoSellandDeliverService10076 - 78 81 82 71 87 82 MarketingPlan5042 - 43 38 43 36 43 39 ValueAddedAttributes7567 - 62 65 59 53 66 61 Warranty5041 - 40 44 45 41 42 42 DepthandBreadthofOfferedEquipment,Products,orServices200156 - 139 161 157 146 175 167 Total Points 1,000 821 0 790 826 824 727 854 823Rank Order8 22 10.5 4 5 16.5 2 6.5ExprolinkInc.FAYATEnvironmentalSolutionsAmericas(RAVOHoldingBV)GlobalEnvironmentalProducts,Inc GradallIndustries,Inc. Holms,Inc. HughesVentures,Inc. NesconLLC Nilfisk,Inc.Possible PointsConformancetoRFPRequirements5045 43 39 41 35 35 39 39 Pricing400350 331 334 315 240 259 300 301 FinancialViabilityandMarketplaceSuccess7566 65 63 64 51 49 52 57 AbilitytoSellandDeliverService10087 82 84 85 65 56 68 65 MarketingPlan5045 42 39 37 28 32 36 34 ValueAddedAttributes7562 67 63 59 47 50 61 58 Warranty5042 44 41 42 42 38 40 42 DepthandBreadthofOfferedEquipment,Products,orServices200164 149 168 147 126 129 131 126 Total Points 1,000 861 823 831 790 634 648 727 722Rank Order1 6.5 3 10.5 21 20 16.5 18ODRA,LLC(ChallengerManufactureing,Ltd.)ROOTSMULTICLEANINC.VICTORYSWEEPERSDIVISIONSteppManufacturingCompanyInc TriverusLLC TrombiaTechnologies TYMCO,Inc.Possible PointsConformancetoRFPRequirements5043 39 35 41 40 38 Pricing400320 321 323 254 312 297 FinancialViabilityandMarketplaceSuccess7564 55 58 54 58 55 AbilitytoSellandDeliverService10083 61 75 60 69 70 MarketingPlan5041 35 38 36 41 34 ValueAddedAttributes7559 56 49 62 62 63 Warranty5044 38 38 40 41 40 DepthandBreadthofOfferedEquipment,Products,orServices200139 161 113 126 138 161 Total Points 1,000 793 766 729 673 761 758Rank Order91215191314Kim Austin, MBA, CPPB, Procurement Lead Analyst Bill Davison, CPPO, NIGP-CPP, Procurement Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Michael Muñoz, CPPB, Procurement AnalystProposal EvaluationStreet Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies RFP #093021 ProposalOpeningRecord Dateofopening:September30,2021 SourcewellpostedRequestforProposal#093021,fortheprocurementofStreetSweepersandSpecialty Sweepers,withRelatedEquipment,Accessories,andSupplies,ontheSourcewellProcurementPortal [proportal.sourcewellͲmn.gov]onThursday,August12,2021,andthesolicitationremainedinanopenstatus withintheportaluntilSeptember30,2021,at4:30pmCT.TheRFPrequiredthatallproposalsbesubmitted throughtheSourcewellProcurementPortalnolaterthan4:30pmCTonSeptember30,2021,thedateand timespecifiedintheSolicitationSchedule. TheundersignedcertifythatallresponsesreceivedonRequestforProposal#093021weresubmittedthrough theSourcewellProcurementPortal,andthateachProposer’sresponsematerialwasdigitallysealedupon submissionandremainedinaccessibleuntiltheduedateandtimespecifiedintheSolicitationSchedule. Responseswerereceivedfromthefollowing: AebiSchmidtNorthAmericadbaMͲBCompanies,Inc.ͲSubmitted9/30/21at6:42:20AM AriesIndustries,Inc.ͲSubmitted9/30/21at2:57:38PM BonnellIndustries,Inc.ͲSubmitted9/29/21at7:36:40AM BucherMunicipalNorthAmericaͲSubmitted9/30/21at12:08:23PM Curbtender,Inc.ͲSubmitted9/30/21at4:16:45PM CycloneTechnology,LLCͲSubmitted9/30/21at4:02:00PM DuCo,LLC(SchwarzeIndustries,Inc.)ͲSubmitted9/22/21at9:28:53AM ElginSweeper,Co.(DivisionofFederalSignalCorp.)ͲSubmitted9/29/21at4:49:19PM Exprolink,Inc.ͲSubmitted9/28/21at10:06:52AM FAYATEnvironmentalSolutionsAmericas(RAVOHoldingBV)ͲSubmitted9/30/21at11:47:19AM GlobalEnvironmentalProducts,Inc.ͲSubmitted9/27/21at8:10:32AM GradallIndustries,Inc.ͲSubmitted9/29/21at2:35:14PM Holms,Inc.ͲSubmitted9/28/21at9:32:34PM HughesVentures,Inc.ͲSubmitted9/30/21at12:18:40PM Nescon,LLCͲSubmitted9/30/21at2:23:55PM Nilfisk,Inc.ͲSubmitted9/29/21at3:24:21PM ODRA,LLC(ChallengerManufacturing,Ltd.)ͲSubmitted9/29/21at2:50:05PM ROOTSMULTICLEANINC.VICTORYSWEEPERSDIVISIONͲSubmitted9/30/21at11:56:20AM SteppManufacturingCompany,Inc.ͲSubmitted9/02/21at11:04:50AM Triverus,LLCͲSubmitted9/29/21at2:42:09PM TrombiaTechnologiesͲSubmitted9/30/21at4:25:28PM TYMCO,Inc.ͲSubmitted9/29/21at8:33:52PM TheProposalswereopenedelectronically,andalistofallProposerswasmadepubliclyavailableinthe SourcewellProcurementPortal,onSeptember30,2021,at4:36:08PMCT.Allresponsiveproposalswere thensubmittedforreviewbytheSourcewellEvaluationCommittee. ____________________________________________________________________ ChrisRobinson,CPSM,ProcurementManagerCarolJackson,ProcurementAnalyst The New York State Contract Reporter This document printed Wednesday, 08/11/2021 NYS' official source of contracting opportunities Bringing business and government together Contracting Opportunity * * * This ad has not been published. It has been reviewed and pending publication. * * * Title:Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Agency:Sourcewell Division:Procurement Department Contract Number:RFP #093021 Contract Term:4 years Date of Issue:08/12/2021 Due Date/Time:09/30/2021 4:30 PM Due Time is 4:30 pm Central Time. County(ies):All NYS counties Classification:Vehicles & Equipment - Commodities Opportunity Type:General Entered By:Chris Robinson Description:Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Service-Disabled Veteran-Owned Set Aside: No 1 of 2 Contact Information Primary contact:Sourcewell Procurement Department Chris Robinson Procurement Manager 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 rfp@sourcewell-mn.gov Submit to contact:Sourcewell Procurement Department Chris Robinson Procurement Manager 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 rfp@sourcewell-mn.gov © 2021, Empire State Development http://www.esd.ny.gov/ 2 of 2 Adportal Self Service Advertising Confirmation https://placelegal.mcclatchy.com/legals/columbia/home/confirmation.htm... 1 of 1 8/9/2021, 9:21 AM SPORTS E3 U SA TODAY ❚THURSDAY, AUGUST 12, 2021 ❚7C LOS ANGELES – Less than two miles southwest of Dodger Stadium, Trevor Bauer walked into a courthouse here July 23 and faced a judge. A simple question was up for debate: Should the Dodgers pitcher continue to be legally restrained from a woman who has accused him of assault during two sexual encounters at his home this year in Pasadena? The hearing ended up being delayed until next week, when Judge Dianna Gould-Saltman is set to evaluate the ev- idence against Bauer before giving her answer. But much more is at stake as Pasadena police and Major League Baseball continue to investigate. “Everything rises and falls with this hearing, especially for Bauer,” said Da- vid Ring, a Los Angeles attorney who represents sexual abuse victims but is not involved in this case. Here are six clues about what to ex- pect starting Monday, according to court records and information gleaned from the July 23rd court appearance. 1. The woman’s witness list in- cludes a forensic nurse who conduct- ed a sexual assault exam on the wom- an after the second alleged incident in May.The list from July 22 also included three police detectives, an expert on do- mestic violence, the woman’s best friend, her father and Bauer. “It tells me the petitioner believes that they have strong forensic evidence to support her allegations, and that it’s not simply her word against his, but there are other experts and physical evi- dence that would support her story,” said Laurie Levenson, a Loyola Law School professor in Los Angeles. In her request for a restraining order, the woman included photos of facial in- juries. She was diagnosed at a hospital in San Diego after the second encounter with an acute head injury and assault by strangulation. She said Bauer choked her unconscious during both incidents and punched her the second time. Bauer’s representatives have denied the allegations and said his relations with the woman were consensual. In court records, they show digital mes- sages in which the woman asks Bauer for “rough” sex, including being choked out and slapped in the face. They also show messages from her to a cousin, in- cluding one that reads, “It was consen- sual but like didnt expect two black eyes!? Like he def took it too far dont you think lol.” Bauer, 30, has been on paid adminis- trative leave since July 2 after signing a three-year, $102 million contract with the Dodgers in February. 2. A male friend of the woman’s was subpoenaed to testify for Bauer’s case and is among at least three witnesses Bauer’s team has planned to call.The friend came forward with messages be- tween himself and the woman from around the time of her first encounter with Bauer. Bauer’s team is likely to use them to generate doubt about the wom- an’s credibility and motivation for en- gaging with Bauer, whom she said she met on Instagram. The friend asked not to be identified until he testifies because of the sensitivity of the situation. “The defense is going to focus on un- dercutting the petitioner’s credibility, and one way to undercut their credibil- ity is to have witnesses come up with ul- terior motives in bringing these allega- tions,” Levenson said. USA TODAY Sports obtained at least some of messages provided by the friend and asked the opinion of an attor- ney who is not involved in this case but also has represented sex abuse survi- vors. “I don’t think we have enough infor- mation to reach any larger conclusions about what did or didn’t happen,” based on the friend’s messages provided to USA TODAY, said John Clune, the attor- ney. 3. It is expected to be a mini-trial lasting several days. Ten or more wit- nesses could be called to testify in the state court of Judge Gould-Saltman. This is unusual for a civil hearing about a temporary restraining order (TRO). In a normal sexual assault case, the suspect typically might be arrested and then ordered to stay away from the ac- cuser by a judge in a criminal court. In this case, Bauer has not been ar- rested or charged because law enforce- ment has not determined whether there is enough evidence to do so. In the meantime, the woman asked for a tem- porary restraining order against Bauer in civil court, saying she waited to do so to see how the criminal investigation would proceed and was concerned that no arrest had been made. “I am scared and in fear,” she said in court docu- ments in June. The court granted that request and set this hearing to decide whether it should remain in force. “It’s like the TRO of the century,” Lev- enson said. “What’s odd in this one is police and law enforcement authorities have not decided whether they’re going to move forward in this case. They haven’t made those credibility calls, so all of that is being put on the TRO proc- ess.” 4. The proceedings could be highly influential beyond whether the court restrains Bauer from the woman.If this wasn’t clear before, it was July 23, when Bauer’s agent, Jon Fetterolf, at- tended the delayed hearing, along with several other lawyers and witnesses for both sides. Both police and MLB have a keen interest in seeing what comes out of this hearing because they have not made a decision about Bauer’s culpabil- ity. “It could actually turn the police in- vestigation one way or the other,” said Ring, who has represented one of the women in the rape cases against film producer Harvey Weinstein. “If I’m the police and I know this hearing is going forward relatively soon … why rush when you’ve got this spectacle of a hear- ing and maybe it assists you with decid- ing whether there’s going to be an arrest or not?” Likewise, Levenson said in police in- vestigations “you usually have just one side asking questions,” as opposed to two sides in a hearing like this. “So there’s a lot to be learned,” she said. Whether MLB disciplines Bauer de- pends on what Commissioner Rob Manfred considers to be “just cause” for such discipline under baseball’s joint domestic violence, sexual assault and child abuse policy. A criminal convic- tion is not required for that. If the judge believes there’s enough evidence against Bauer to keep the re- straining order in place, theoretically that increases the pressure for MLB to keep him away from baseball, too, or vice versa. 5. Bauer will be there, as well as the woman.They sat only about 6 feet apart when they appeared in court July 23. But Bauer might invoke his Fifth Amendment right not to testify against himself when called to the witness stand. His lawyer, Shawn Holley, has advised him to do so because anything he says in court could be used against him in the pending criminal investiga- tion. Will he listen to his attorney? On July 23, Holley suggested the judge “ask him at the appropriate time whether he intends to follow my advice.” Attorneys for the woman estimated that Bauer and the woman each will tes- tify for two hours, helping set up a deci- sion for the judge about whom to be- lieve. Messages between the two will be part of the evidence. Her legal team even assembled them into a poster to show in court July 23. For example, her request for a restraining order included copies of messages between them, in- cluding one in which she referenced head and facial injuries. “I feel so bad that this happened,” Bauer responded, according to her court filing. “Wish I could be there with you through it.” 6. It could get delayed again or might not happen at all. The hearing scheduled for July 23 was kicked around to several different courtrooms before ending up in the court of Gould- Saltman, whose job is to determine whether the evidence warrants the is- suance of a permanent restraining or- der. Then the hearing got delayed to Aug. 2 before being continued again to Aug. 16. In the meantime, Bauer could try to make the case go away by paying the woman a settlement. If he did, what would MLB do? Would he return to the Dodgers after all of this? Stay tuned. Bauer restraining order hearing looms Brent Schrotenboer USA TODAY The Dodgers’ Trevor Bauer remains on administrative leave imposed by MLB. MARK J. REBILAS/USA TODAY SPORTS BMX racer who ‘nearly died’ at Olympics undergoing rehab BMX racer Connor Fields is undergo- ing evaluation and rehabilitation for a brain hemorrhage he suffered at the To- kyo Olympics during a crash that Fields said was nearly fatal. “Do people realize I nearly died?” he wrote on Twitter in response to com- ments that the Paris Games are only three years away. “Brain hemmorage? [sic] No memo- ry.... Maybe I’m not ready to commit to that yet? Can we chill for just a sec? Maybe focus on lunch next week first....” Fields, 28, is being treated at the Uni- versity of Utah Craig H. Neilsen Reha- bilitation Hospital in Salt Lake City and will be there for a month, his father told USA TODAY Sports on Wednesday. “They’re optimistic he’ll be all right,” Mike Fields said by text message. “They’re terrific, and Connor is doing well.” Connor Fields, a gold medalist at the 2016 Olympics, was a medal favorite at the Tokyo Games before crashing July 29 in a semifinal heat. In addition to the brain hemorrhage, he suffered a bro- ken rib and bruised lung in the crash. – Josh Peter Seahawks release Aldon Smith Aldon Smith’s time with the Sea- hawks was short as the NFL team re- leased the defensive end Wednesday. Smith was reinstated by the league in the spring of 2020 after missing four seasons due to off-field issues. He ap- peared in 16 games for the Cowboys last season and had five sacks along with 48 tackles. He signed a one-year deal with Seat- tle in April but was arrested two days later on a second-degree battery charge in St. Bernard Parish near New Orleans. He is scheduled to be arraigned later this month. Even though Smith missed the off- season program, Seahawks head coach Pete Carroll said early in training camp that the team was ready to support Smith. Smith was the 11th overall pick by the 49ers in the 2011 draft. He set an NFL record with 33 1⁄2 sacks in his first two seasons before his career spiraled out of control due to multiple drunken driving charges. He was also arrested in 2018 on a do- mestic violence charge in San Francis- co. – The Associated Press Report: Ex-NWSL coach emotionally abused players One day after the NWSL’s Washing- ton Spirit announced that former coach Richie Burke was being reassigned to the organization’s front office, a report came out that alleges Burke was emo- tionally abusive toward players. In the report from The Washington Post, former Spirit defender Kaiya McCullough said she quit the sport last season because of Burke’s treatment. The Post said McCullough is one of at least four players who have left the club because of Burke. “I was 100% in a situation where I was being emotionally abused by Ri- chie,” McCullough told The Washington Post. “He created this environment where I knew I wasn’t playing as well, because I was so, so scared to mess up and be yelled at. It crippled my perfor- mance, and it made me super anxious.” McCullough also told the Post that Burke made racially insensitive jokes off the field that made her feel “very un- comfortable.” McCullough identifies as Black. “He made me hate soccer,” McCul- lough added. The Spirit had announced Tuesday that Burke was being reassigned, citing health issues. But Wednesday, after the report was published, Spirit managing partner Steve Baldwin issued a state- ment indicating The Washington Post contacted the organization “on the heels” of the team’s announcement of Burke’s reassignment. “We take these allegations very seri- ously and are undertaking an immedi- ate investigation,” Baldwin said in the statement. “Burke has been suspended pending the investigation and is prohib- ited from contacting players and staff and our facilities. We, as a team, will not tolerate any situation for our players and staff that is less than professional. Our athletes, and all of those who sup- port them, deserve the absolute best.” The Post said the NWSL confirmed an investigation, under the league’s an- ti-harassment policy. The Post reported that two players spoke to the newspaper under the con- dition of anonymity, citing concerns of retaliation. The report also indicated that a fourth player declined to comment, but that the allegations of abusive behavior were corroborated by two other people with knowledge of the situation. – Lorenzo Reyes NEWS NOTEBOOK Advertise Today! (800) 397-0070 PLACE YOUR AD in USA TODAY Marketplace! Call: (800) 397-0070 Ifyouoralovedonehas beendiagnosedwith ovariancancerafterusing talcumbasedproducts youmaybeentitledto significantcompensation 800-208-3526 TALCUM POWDER SETTLEMENT GET NOTICED! Advertise in USA TODAY’s Marketplace!Call:1-800-397-0070 To view more Classified listings, visit: classifieds.usatoday.com NOTICES PUBLIC NOTICE This is a De Jure Grand Jury Finding of Facts that the grievances brought before the Grand Jury on this day, June 26 in the year of our Lord, 2021, in a Presentment of Declaration by People assembled in Hawaii state have been found to be true and correct. Therefore, the Grand Jury finds that the People in Hawaii state shall assemble to re-assemble a De Jure Constitutional Republic. This entire document may be viewed by internet at: http://national-assembly.net/blog/index.php/na-blog/ hawaii-general-jural-assembly-public-notice Notice to Agents is notice to Principals. Notice to Principals is notice to Agents. The content of this notice is not the opinion or claims of this News Paper publication, its employees or management. MARKETPLACE HEALTH/FITNESS ATTENTION Ifyou’vehadHerniaSurgery andhave experiencedany 800-478-7176800-478-7176 CALL THE HERNIA MESH HELPLINE NOW AT you may be entitled to COMPLICATIONS SIGNIFICANT CASH COMPENSATION. FINANCIAL SERVICES IMPROVE YOUR CREDIT SCORE Are you getting hit with high interest rates because of a low credit score? Improve it today! 800-852-4931 FREEConsultation FREECreditEvaluation BUSINESS Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30pm CentralTime, and late proposals will not be considered. PUBLIC NOTICE HEALTH/FITNESS Notice Basic Information Details Dates Contact Information Pre-Bidding Events Bid Submission Process Estimated Contract Value (CAD)$48,000,000.00 (Not shown to suppliers) Reference Number 0000206364 Issuing Organization Sourcewell Owner Organization Solicitation Type RFP - Request for Proposal (Formal) Solicitation Number RFP# 093021 Title Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Source ID PP.CO.USA.868485.C88455 Location All of Canada, All of Canada Purchase Type Duration:4 years Description Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Publication 2021/08/12 10:45:00 AM EDT Question Acceptance Deadline 2021/09/23 05:30:00 PM EDT Questions are submitted online No Bid Intent Not Available Closing Date 2021/09/30 05:30:00 PM EDT Prebid Conference 2021/09/01 11:00:00 AM EDT Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Event Type Prebid Conference Attendance Recommended Event date 2021/09/01 11:00:00 AM EDT Location WebEx Conference Event Note Login information will be emailed two business days prior to the event. Bid Submission Type Electronic Bid Submission Pricing In attached document Pricing In attached document Bid Documents List Item Name Description Mandatory Bid Documents Documents defining the proposal Yes RFP# 093021 - Street Sweepers and Specialty Sweepers, with Re... 2021/08/12 10:44:08 AM EDT Page 1 of 3 Documents Documents Document Size Uploaded Date Language RFP #093021 - Street Sweepers and Specialty Sweepers [pdf]171 Kb 2021/08/12 10:36:43 AM EDT English RFP# 093021 - Street Sweepers and Specialty Sweepers, with Re... 2021/08/12 10:44:08 AM EDT Page 2 of 3 Categories Selected Categories GSIN Category (1) G Goods Goods N38 Construction, Mining, Excavating And Highway Maintenance Equipment Construction, Mining, Excavating And Highway Maintenance Equipment N3825 ROAD CLEARING AND CLEANING EQUIPMENT Road Clearing and Cleaning Equipment Includes Motorized Sweepers; Motorized Snowplows; Motorized Street Sprinklers; Road Marketing Machines. MERX Category (1) G Goods Goods G28 Special Purpose Vehicles Special Purpose Vehicles RFP# 093021 - Street Sweepers and Specialty Sweepers, with Re... 2021/08/12 10:44:08 AM EDT Page 3 of 3 Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 1 RFP #093021 REQUEST FOR PROPOSALS for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Proposal Due Date: September 30, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: August 12, 2021 Pre-proposal Conference: September 1, 2021, 10:00 a.m., Central Time Question Submission Deadline: September 23, 2021, 4:30 p.m., Central Time Proposal Due Date: September 30, 2021, 4:30 p.m., Central Time Late responses will not be considered. Opening: September 30, 2021, 6:30 p.m., Central Time See RFP Section V.G. “Opening” Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 2 I. ABOUT SOURCEWELL A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: • Federal and state government entities; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. In Canada, Sourcewell’s contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 3 • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations: MASH (municipalities, academic institutions, schools and hospitals) and MUSH (municipalities, universities, schools and hospitals) sectors, and other governmental agencies eligible to use the Sourcewell contracts. MASH and MUSH sector refers to regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities, as well as any corporation or entity owned or controlled by one or more of the preceding entities, including but not limited to represented associations, Saskatchewan Association of Rural Municipalities ("SARM"), Association of Manitoba Municipalities ("AMM"), Local Authorities Services/Association of Municipalities Ontario ("LAS/AMO", excluding the cities of Toronto and Ottawa), Nova Scotia Federation of Municipalities (“NSFM”), Federation of Prince Edward Island Municipalities (“FPEIM”), Municipalities Newfoundland Labrador (“MNL”), Union of New Brunswick Municipalities (“UNBM”), North West Territories Association of Communities ("NWTAC") and their members. RMA Participants may include all not-for-profit agencies for Canadian provinces and territories. For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In the United States each state-level procurement department receives notice for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies intended or designed for the sweeping, vacuuming, or cleaning of streets, roadways, alleys, parking facilities, sidewalks, trails, paths, and airport runway or airfield surfaces, such as: a. Street, sidewalk, parking lot, and runway sweeping and cleaning equipment of every size, model, or design; b. Litter, trash, and debris vacuums; and, c. Supplies and replacement or wear parts related to the offering of the solutions in subsections 1. a. – b. above. 2. Sourcewell is seeking a wide variety and range of the equipment described in Section 1. a. – c. above by: 1) purpose-built, chassis-mounted, trailer-mounted, or walk-behind/beside design; 2) engine type, including conventional internal combustion, natural gas, or propane autogas, hybrid or alternative fuels, and electric powered solutions; and, 3) optional equipment or accessory offerings. 3. The primary focus of this solicitation is on Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies, and the related offering of equipment, supplies and services. This solicitation should NOT be construed to include “services only” solutions. 4. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. Snow and Ice Handling Equipment, Supplies, and Accessories (RFP #080818); b. Facility MRO (Maintenance, Repair & Operations), Industrial & Building Supplies with Related Equipment, Accessories, Supplies & Services (RFP #121218); c. Airport Runway and Emergency Equipment with Related Accessories (RFP #030619); d. Janitorial Supplies and Equipment with Related Services (RFP #101320); e. Grounds Maintenance Equipment, Attachments, and Accessories with Related Services (RFP #031121); and, f. Roadway Maintenance Equipment (RFP #080521). Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 5 Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 6 D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one year extension that may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $48 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 7 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 8 To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Supplier Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 9 C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 10 To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Supplier Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. G. OPENING The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 11 VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use. o A proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs. • Total evaluation scores. • The attributes of proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 12 C. PROTESTS OF AWARDS Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A protest must include the following items: • The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest; • Any additional supporting documentation; • The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 13 • Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. 8/13/2021 Addendum No. 1 Solicitation Number: RFP 093021 Solicitation Name: Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Consider the following Amendment, and the Question and Answer, to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. RFP Amendment: To provide additional clarity on the requested equipment, products, or services of this solicitation, RFP Subsection II. B. 4. c. is revised to read as follows (new text in italics): * * * * c. Airport Runway and Emergency Equipment with Related Accessories (RFP #030619), with the exception of sweeping, vacuuming, or cleaning equipment identified in subsections 1. a. and 1. b. above; * * * * The remainder of the RFP content remains unchanged. Question 1: Does this RFP include sweepers for cleaning airport runways, taxiways, ramps and related surfaces at airports and airfields? Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in the RFP. Refer to RFP Section II. B. – Requested Equipment, Products, or Services, and the amendment immediately above. End of Addendum Acknowledgement of this Addendum to RFP 093021 posted to the Sourcewell Procurement Portal on 8/13/2021, is required at the time of proposal submittal. 8/25/2021 Addendum No. 2 Solicitation Number: RFP 093021 Solicitation Name: Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is it better to bid as a manufacturer or through a dealer, distributor, or importer? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the manner in which it should submit a proposal. It is left to the discretion of each proposer to articulate and propose the approach that aligns with its business methods and satisfies the requirements of the RFP. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 093021 posted to the Sourcewell Procurement Portal on 8/25/2021, is required at the time of proposal submittal. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1354 Agenda Date:9/28/2023 Agenda #: 1.-K. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:MIGUEL RAMIREZ, Senior Management Analyst General Services Department SUBJECT Approve the award of a purchase contract to Lenco Armored Vehicles of Pittsfield, Massachusetts, for the purchase of one Lenco BearCat armored tactical vehicle in the amount of $398,765 for the Police Department RECOMMENDATION Staff recommends Council approve the award of a purchase contract to Lenco Armored Vehicles of Pittsfield, Massachusetts, for the purchase of one Lenco BearCat armored tactical vehicle in the amount of $398,765 for the Police Department. EXECUTIVE SUMMARY The City of Fresno Police Department is requesting approval to purchase one Lenco BearCat armored tactical vehicle as a replacement. The new unit will mobilize SWAT personnel to and from critical incidents, assist with the recovery and protection of civilians during active threats, and breach doors when there is an armed barricaded suspect. The new unit will be purchased through a competitively solicited cooperative procurement process administered by Houston-Galveston Area Council (HGAC) and will be funded by the adopted FY2024 budget. BACKGROUND With an emphasis on community partnerships, the Police Department is responsible for daily policing operations within the city of Fresno. The overall goal of the Police Department is to maintain the highest level of service while keeping our community safe. To accomplish this goal, officers utilize marked patrol units, undercover units, and specialty support equipment. This specialty equipment includes SWAT vehicles, off-road equipment, trucks, and trailers. The new BearCat will be used as an armored tactical vehicle designed to transport SWAT personnel and provide protection from a variety of firearms and explosives. This new armored tactical vehicle will respond to emergencies such as hostage situations, barricaded armed subjects, and sniper situations. This vehicle would be deployed by the SWAT team in response to situations that are beyond the capabilities of normally equipped and trained police officers. The unit is designed to provide protection to tactical officers, help gain entry, and provide vantage points for less lethal munition delivery. The BearCat will be based on a Ford F-550 Super Duty chassis equipped with a steel armored body, SWAT tactical equipment, and California mandated lighting. The BearCat meets the latest vehicle emissions standard set by the California Air Resource Board and complies with all safety standards required for a vehicle of this class. Hybrid or City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 MA/MK 7-0 File #:ID 23-1354 Agenda Date:9/28/2023 Agenda #: 1.-K. California Air Resource Board and complies with all safety standards required for a vehicle of this class.Hybrid or electrical powertrains are not offered by Ford for this specialty vehicle. The unit identified for replacement is on a 10 year or 5,000-hour replacement schedule which has been established by the Fleet Management Division as the optimum replacement time.Currently the truck is more than 17 years old and has experienced significant repairs costs and staff recommends replacement of these units based on age and condition. The new unit will be purchased utilizing a competitively solicited cooperative procurement process administered by the Houston-Galveston Area Council (HGAC).The total purchase price is $398,765,this price includes the HGAC discount applied to city purchases as well as delivery and sales tax at 8.35%.The Purchasing Division has approved this contract and recommends Council to approve. The City Attorney has reviewed and approved to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378,the award of this contract does not qualify as a project. LOCAL PREFERENCE Local preference is not applicable, the City is using a cooperative purchase agreement. FISCAL IMPACT General Funds will be used to lease purchase one BearCat armored tactical vehicle.The vehicle will be financed through the Master Equipment Lease Purchase Agreement (MELPA)with the first payment estimated to be $26,824 in FY2025. The funding to cover the biannual lease payments will be included in the FY2025 adopted budget under the operations of the Police Department. Attachments: BearCat Vehicle Picture Lenco Armored Vehicles Contract Amendment 1 Contract Extension City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ BearCat G3 https://www.lencoarmor.com/police-government/ H-GAC Houston-Galveston Area Council P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Lenco Industries, Inc. - Public Services - Page 1 of 4 SPECIAL PROVISIONS Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS (“EUA”) H-GAC acknowledges that the END USER may choose to enter into an End User Agreement (“EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 2 of 4 benefits, or terms to H-GAC and the END USER. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its ag encies. ARTICLE 4: PARTY LIABILITY Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder . Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement. ARTICLE 5: GOVERNING LAW & VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1 ,000,000.00, and a General DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 3 of 4 Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 4 of 4 Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E H-GAC Houston-Galveston Area Council P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Lenco Industries, Inc. - Public Services - -ID: 5691 Page 1 of 7 GENERAL PROVISIONS This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Lenco Industries, Inc., hereinafter referred to as the Contractor, having its principal place of business at 10 Betnr Industrial Drive, Pittsfield, MA 01201. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2: APPLICABLE LAWS The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: INDEPENDENT CONTRACTOR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 4: WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. ARTICLE 5: SCOPE OF SERVICES DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 2 of 7 The services to be performed by the Contractor are outlined in an Attachment to this Agreement. ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Oct 01 2020 and ends Sep 30 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 15 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor’s ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations. ARTICLE 11: AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 3 of 7 off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. A. Convenience H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 4 of 7 H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) lf the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16: SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement. ARTICLE 19: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 5 of 7 applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) 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 (P.L. 94-163). ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor’s ability to perform services under this Agreement. ARTICLE 21: INDEMNIFICATION AND RECOVERY H-GAC’s liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22: LIMITATION OF CONTRACTOR’S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 6 of 7 END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24: JOINT WORK PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 25: DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW: VENUE This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Page 7 of 7 SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: Lenco Industries, Inc. Signature $docusign:SignHere::Customer1 Name Rob Weisberger Title Contracting & Sales Admin Spec. Date $docusign:DateSigned::Customer1 H-GAC Signature $docusign:SignHere::InternalSigner Name Chuck Wemple Title Executive Director Date $docusign:DateSigned::InternalSigner DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E 10/27/2020 10/29/2020 Ambulances, EMS & Other Special Service Vehicles C. Other Specialty Vehicle or Equipment AM20HHC01 BearCat G2, fully-armored tactical vehicle, F-550 chassis, 131" WB $200,704.00 AM20HHC02 BearCat G3, fully-armored tactical vehicle, F-550 chassis, 131" WB, Off-Road edition $235,662.00 AM20HHC03 MedCat G2, fully-armored emergency response vehicle, F-550 chassis, 131" WB, MedEvac edition $226,531.00 AM20HHC04 MedCat G3, fully-armored emergency response vehicle, F-550 chassis, 131" WB, MedEvac Off-Road edition, (2) litter design $261,489.00 AM20HHC05 BearCat G3 Advanced Rescue, fully-armored emergency response vehicle, F-550 chassis, 131" WB, MedEvac Off-Road edition, (4) litter design $320,657.00 AM20HHC06 BearCat X3, fully-armored tactical vehicle, F-550 chassis, 131" WB, Pick-up edition $243,520.00 AM20HHC07 BearCat X3 FireCat, fully-armored emergency response vehicle, F- 550 chassis, 131" WB, Pick-up Fire Response Edition $337,420.00 AM20HHC08 BearCat G2 EOD, fully-armored emergency response vehicle, F-550 chassis, 131" WB, Bomb Disposal edition $237,504.00 AM20HHC09 BearCat G3 EOD, fully-armored emergency response vehicle, F-550 chassis, 131" WB, Bomb Disposal Off-Road edition $263,662.00 AM20HHC10 BearCat VIP, fully-armored tactical security vehicle, F-550 chassis, 131" WB, SUV Edition $253,479.00 Attachment A Lenco Industries, Inc. Contract No.: AM10-20 HH. Lenco Industries **These units can only be sold outside Texas** DocuSign Envelope ID: 9FE852A7-6801-4E3E-BE8F-502387041A0E Revised 6.1.18 AMENDMENT No. 1 to CONTRACT No. AM10-20 For Ambulances, EMS & Other Special Service Vehicles Between HOUSTON-GALVESTON AREA COUNCIL And Lenco Industries, Inc. THIS AMENDMENT modifies the above referenced Contract as follows: This contract is extended through September 30, 2023 Midnight CT. Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives. Signed for Houston-Galveston Area Council, ____________________________________ Houston, Texas Chuck Wemple, Executive Director Date: _______________________________ Signed for: Lenco Industries, Inc. ____________________________________ Printed Name & Title: ____________________________________ Date: _______________________________ DocuSign Envelope ID: 843FD482-2B3C-40B4-B295-08BA307B6C3F 10/11/2022 Rob Weisberger Contracting & Sales 10/12/2022 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1353 Agenda Date:9/28/2023 Agenda #: 1.-L. REPORT TO THE CITY COUNCIL FROM:BRYON HORN, Chief Information Officer Information Services Department SUBJECT Approve the Second Amendment to the Agreement between the City of Fresno and Community Media Access Collaborative (CMAC) to increase the per person per hour production rate to $85.00 per hour. RECOMMENDATION Staff recommends City Council approve the Second Amendment to Services Agreement (Amendment) to increase the per person per production hour rate to $85.00 an hour and authorize the Chief Information Officer, or designee, to execute all related documents. EXECUTIVE SUMMARY CMAC has provided video services for the City of Fresno (City) since 2010. In that time, video hours have increased, but the rate has remained at $50 per person per production hour. This Amendment will increase CMAC’s per person per hour rate to $85.00, which is the rate other organizations are currently paying. Given inflation, the rising costs of doing business, and no rate increase for the past nine years, City desires to increase CMAC’s rate to the industry standard. In fiscal year 2023, the City spent $20,942.50 on CMAC services. We anticipate that the rate increase will result in additional costs of $14,659 which will revise our annual estimated payments to be approximately $35,602 for fiscal year 2024. BACKGROUND On July 20,2010, CMAC and City entered into a Services Agreement to provide video services for Council Meetings, Special Meetings, press releases, and other special events that were previously being done by the Information Services Department (ISD). On April 17, 2014, City and CMAC entered into the First Amendment to Services Agreement to increase video services and production hours at the rate of $50 per person per production hour. CMAC has provided reliable and professional services to City for over 13 years and ISD would like to continue their services at the industry standard level. ENVIRONMENTAL FINDINGS City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 MA/GB 6-0 LC ABSENT File #:ID 23-1353 Agenda Date:9/28/2023 Agenda #: 1.-L. 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 implemented because this is an Amendment to an existing Agreement. FISCAL IMPACT Estimated fiscal impact is $15,000. Appropriations have already been accounted for in ISD’s budget. Attachments: Second Amendment to Services Agreement First Amendment to Services Agreement dated April 17, 2014 Services Agreement Dated July 20, 2010 City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ 1 SECOND AMENDMENT TO SERVICES AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT (Amendment) made and entered into as of this _____ day of _______________, 2023, amends the Agreement entered between the City of Fresno, a municipal corporation (City), and Community Media Access Collaborative, a California non-profit public benefit corporation (Consultant). The City and the Consultant are collectively referred as the “Parties” in this Amendment. RECITALS WHEREAS, City and Consultant entered into a Services Agreement, dated July 20, 2010, for Public, Education and Government Access services Agreement; and WHEREAS, the Agreement was amended (First Amendment) on April 17, 2014, to add additional services and increase the per hour production rate. WHEREAS, given inflation, the rising cost of doing business and that Consultant has not had a rate increase in 9 years, City now desires to increase Consultant’s compensation for the scope of services described in the attachment. AMENDMENT NOW, THEREFORE, the Parties agree that the Agreement is amended as follows: 1. Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Amendment, as detailed on Exhibit A shall be a rate of $85 per person per production hour. The estimated annual payment shall be approximately $30,000. 2. This Amendment shall become part of and subject to the terms and conditions of the Agreement, which except as modified herein, remains unchanged and in full force and effect. However, to the extent that the terms and conditions expressly set forth in this Amendment conflict with the terms and conditions of the Agreement, the terms and conditions expressly set forth in this Amendment will prevail. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings assigned to such terms in the Agreement. 3. By signing below, the undersigned certify that they have read and understand, and agree to be legally bound by, this Amendment. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 7406C960-A7F4-4685-837E-37B83C044242 CMAC Board TreasurerKevin HamiltonDocuSign Envelope ID: 7406C960-A7F4-4685-837E-37B83C0442429/11/20239/14/2023 EXHIBIT A SCOPE OF SERVICES VIDEO PRODUCTION SCOPE OF SERVICES This scope of services is between Community Media Access Collaborative (hereinafter known as “CMAC”) and the Information Services Department of the City of Fresno, (hereinafter known as “Client”) for the purpose of contracting video production services beyond that which CMAC already provides to the City of Fresno. CMAC agrees to provide video production services from the date this contract is signed by both CMAC and Client, according to the following provisions: • CMAC will record and edit all calendared Fresno City Council meetings and all special meetings. • CMAC will be available to record and edit other meetings or events by request and approval of the Client. • CMAC will track the number of production hours incurred and will invoice the Client every 6 months. • Client agrees to pay CMAC at the rate of $85.00 per crew member per production hour. Payment to CMAC will be made monthly upon Client’s receipt of CMAC’s invoice. CMAC – 1555 Van Ness Ave – Fresno, CA 93721 – 559.266.2622 DocuSign Envelope ID: 7406C960-A7F4-4685-837E-37B83C044242 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1349 Agenda Date:9/28/2023 Agenda #: 1.-M. REPORT TO THE CITY COUNCIL FROM:BRYON HORN, Director Information Services Department BY:FRANK D. VAWTER, Assistant Director Information Services Department SUBJECT Approve the award of three requirement contracts for on-call technology support services and hardware, for three years with three optional one-year extensions in a total aggregate amount not to exceed $250,000 per year to (RFP# 12301307): 1. Alpha Omega, of Los Banos, California 2. AMS.NET Inc., of Livermore, California 3. Cook's Communications Corp., of Fresno, California RECOMMENDATION Staff recommends the Council approve the Request For Proposals (RFP) Selection Committee’s selection of three proposers who have responded to Requirements Contract RFP 12301307 - Technology Support Services - Hardware. Under the terms of the RFP, the Information Services Department (ISD) seeks to award requirements contracts to multiple selected proposers. The contracts will be for an initial period of three years with three optional one-year extensions. The approval of these proposals does not immediately award any business to these proposers, it grants ISD the spending authority to procure the services bid, up to the not to exceed amount of $250,000.00 per year, across all awarded proposers. EXECUTIVE SUMMARY ISD is responsible for the City’s technology operations, this means 24x7x365 support, managing ongoing operations, technology change management, and the execution of projects to support operations, and implement new features and services. In an effort to improve ISD’s ability to deliver the secure, reliable, and robust services, on which broader City services rely, ISD is seeking to secure requirements contracts from vendors vetted by our RFP Selection Committee. It is ISD’s objective to use these vendors to provide assistance in the services areas outlined below ISD seeks the use of these services to aid with the work described above. ISD is seeking Council approval for the identified proposers and annual spending authority not to exceed the requested amount of $250,000 per year for all three vendors. City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 MA/AP 6-0 LC ABSENT File #:ID 23-1349 Agenda Date:9/28/2023 Agenda #: 1.-M. BACKGROUND ISD is responsible for the City’s technology operations,this means 24x7x365 support,managing ongoing operations,technology change management,and the execution of projects to support operations and implement new features and services.ISD doesn’t always have immediate access to needed skills and resources to perform the above.In these instances,ISD must go out to bid for these services.Often this results in project delays,or the heavy leveraging existing staffers,possibly creating an unsustainable workload for our staff.As a way to minimize both of the above scenarios and still work within purchasing guidelines,ISD seeks to establish requirements contracts for services that we need,or foresee needing,during the time period for which the contracts will be awarded.We believe this will improve our effectiveness in supporting ongoing operations and delivering on technology projects. In creating the requirements contract RFP, ISD examined the areas where it currently and will most likely require assistance. ISD then sought responses from bidders to provide the identified hardware and software services in the area listed below: ·Installation ·Modification ·Repair ·Removal ·Related services The following are the services areas where ISD has identified the current or potential future need for assistance. ·Audio, video, and video conferencing systems ·Wireless access points ·Licensed and Unlicensed radio systems ·Microwave communication systems ·Video surveillance systems ·Network switches ·Servers ·IoT devices ·Access control systems ·PoE-powered devices ·Sensors ·HVAC and lighting controllers ·Security and intrusion detection system components ·Industrial and building control system components ·UPS and power conditioning, power protection system components ·Services related to the City of Fresno's fiber optic infrastructure o Boring, trenching, and other activities related to the installation of fiber optic cable o Installation, repair, and removal of fiber optic conduit o Installation, repair, removal, and modification for fiber optic terminating and splicing hardware o Testing of fiber optic cables and associated connectivity hardware City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1349 Agenda Date:9/28/2023 Agenda #: 1.-M. ·Services related to the City of Fresno's copper network infrastructure o Boring, trenching, and other activities related to the installation of copper cable o Installation, repair, and removal of copper cable conduit o Installation, repair, removal, and modification for copper terminating hardware o Testing of copper cables and associated connectivity hardware ·E-waste Removal ·Project Management ·Mobilization costs ·Misc. administrative costs Proposers were asked to submit proposals on all the areas where they could provide services.The RFP Selection Committee reviewed the offerings and the vendor qualifications;further details are available in the Committee Evaluation Report. ENVIRONMENTAL FINDINGS As defined by the California Environmental Quality Act Guidelines Section 15378,this item does not qualify as a project. LOCAL PREFERENCE Local preference was not implemented because it is not applicable to non-professional services. FISCAL IMPACT There is no fiscal impact from awarding these requirements contracts,only the creation of spending authority.Funds for these contracts will come from appropriations From ISD’s,or other departments budgets. Attachment: Signed Bid Evaluation City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1350 Agenda Date:9/28/2023 Agenda #: 1.-N. REPORT TO THE CITY COUNCIL FROM:BRYON HORN, Director Information Services Department BY:FRANK D. VAWTER, Assistant Director Information Services Department SUBJECT Approve the award of three requirement contracts for on-call technology support services, hardware and software configuration, for three years with three optional one-year extensions in a total aggregate amount not to exceed $500,000 per year to (RFP# 12301308): 1. AMS.NET Inc., of Livermore, California 2. ConvergeOne Inc., of San Francisco, California 3. 22 nd Century Technologies Inc., of Los Angeles, California RECOMMENDATION Staff recommends the Council approve the Request For Proposals (RFP) Selection Committee’s selection of three proposers who have responded to Requirements Contract RFP 12301308 - Technology Support Services - Hardware and Software Configuration. Under the terms of the RFP, the Information Services Department (ISD) seeks to award requirements contracts to multiple selected proposers. The contracts will be for an initial period of three years with three optional one- year extensions. The approval of these proposals does not immediately award any business to these proposers, it grants ISD the spending authority to procure the services bid, up to the not to exceed amount of $500,000.00 per year, across all awarded proposers. EXECUTIVE SUMMARY ISD is responsible for the City’s technology operations, this means 24x7x365 support, managing ongoing operations, technology change management, and the execution of projects to support operations, and implement new features and services. In an effort to improve ISD’s ability to deliver the secure, reliable, and robust services, on which broader City services rely, ISD is seeking to secure requirements contracts from vendors vetted by our RFP Selection Committee. It is ISD’s objective to use these vendors to provide assistance in the services areas outlined below. ISD seeks the use of these services to aid with the work described above. ISD is seeking Council approval for the identified proposers and annual spending authority not to exceed the requested amount of $500,000 per year for all three vendors. City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1350 Agenda Date:9/28/2023 Agenda #: 1.-N. BACKGROUND ISD is responsible for the City’s technology operations,this means 24x7x365 support,managing ongoing operations,technology change management,and the execution of projects to support operations and implement new features and services.ISD doesn’t always have immediate access to needed skills and resources to perform the above.In these instances,ISD must go out to bid for these services.Often this results in project delays,or the heavy leveraging existing staffers,possibly creating an unsustainable workload for our staff.As a way to minimize both of the above scenarios and still work within purchasing guidelines,ISD seeks to establish requirements contracts for services that we need,or foresee needing,during the time period for which the contracts will be awarded.We believe this will improve our effectiveness in supporting ongoing operations and delivering on technology projects. In creating the requirements contract RFP, ISD examined the areas where it currently and will most likely require assistance. ISD then sought responses from bidders to provide the identified hardware and software services in the area listed below: ·Configuration and Professional Support - Provide professional services for the planning, engineering, configuration, implementation, migration, and support of, and related services. The following are the services areas where ISD has identified the current or potential future need for assistance. ·Exchange ·VMWare ·SQL ·Audio, Video, and Video Conferencing Systems ·Network Switches ·Routers, firewalls, wireless networking controllers, and other network management components. ·Licensed and Unlicensed radio base stations / Land Mobile Radio ·Microwave communication systems ·Enterprise-grade phone systems and related components ·Network-attached storage systems ·Enterprise-grade server systems ·Video surveillance systems ·Access Control Systems ·Project Management ·Misc. administrative costs Proposers were asked to submit proposals on all the areas where they could provide services.The RFP Selection Committee reviewed the offerings and the vendor qualifications;further details are available in the Committee Evaluation Report. ENVIRONMENTAL FINDINGS As defined by the California Environmental Quality Act Guidelines Section 15378,this item does not City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1350 Agenda Date:9/28/2023 Agenda #: 1.-N. qualify as a project. LOCAL PREFERENCE Local preference was not implemented because selection was based on the most qualified responders. FISCAL IMPACT There is no fiscal impact from awarding these requirements contracts,only the creation of spending authority.Funds for these contracts will come from appropriations From ISD’s,or other departments budgets. Attachment: Signed Bid Evaluation City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1377 Agenda Date:9/28/2023 Agenda #: 1.-O. REPORT TO THE CITY COUNCIL FROM:BRYON HORN, Chief Information Officer Information Services Department PAUL ZHOU, Project Liaison/Program Administrator Information Services Department SUBJECT RESOLUTION - Authorizing Submission of Application to the California Public Utilities Commission for Federal Funding Account last mile broadband deployment in total amount of approximately $11,800,000 and authorize the City Manager or designee, to apply for grant funds and execute all related documents. RECOMMENDATION Staff recommends the City Council adopt a resolution authorizing the submission of a grant application for approximately $11,800,000 to California Public Utilities Commission for Federal Funding Account last mile broadband deployment and authorize the execution of all application related documents by the City Manager, or designee. EXECUTIVE SUMMARY California Senate Bill 156 created the Federal Funding Account and allocated one billion dollars for urban counties and one billion dollars for rural counties to fund last mile broadband deployment to unserved residents. The California Public Utilities Commission is administering the Federal Funding Account and allocated $61,159,781.95 for the entire County of Fresno based on the number of unserved residents within the county. The City is pursuing a grant application of approximately $11,800,000 for last mile broadband deployment to the unserved residents within the City. Targeted areas by the City are those that have been identified by the California Public Commission as being high density unserved areas as shown in the attached map. BACKGROUND Fresno is a city of 542,107 residents and has a geographic size of 116 square miles. The City recognizes high speed/high quality internet access is a necessity for its residents, businesses, healthcare providers, schools, and non-profit sector. The City has been focused on making broadband more affordable, reliable, and available to all areas to enhance broadband access, economic development, quality of life, and government innovation. Unfortunately, Last Mile connectivity is still lacking in Fresno. There are currently many unserved areas which lack qualifying City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 MA/MK 6-0 LC ABSENT R. 2023-254 File #:ID 23-1377 Agenda Date:9/28/2023 Agenda #: 1.-O. connectivity is still lacking in Fresno.There are currently many unserved areas which lack qualifying broadband.These unserved areas often have high poverty and low income.The California Public Utilities Commission Federal Funding Account provides funding to address the unserved areas of the City. This resolution authorizes the City to apply for grant funding.Staff will return to council to accept any funding awarded. 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 implemented because this item is state grant funding. FISCAL IMPACT This is a reimbursable grant.City will expend funds and then submit for reimbursements. Appropriations have been identified in the Information Services Department Budget. Attachments: Resolution Federal Funding Account Program Rules and Guidelines CPUC Decision adopting Federal Funding Account Rules CPUC City of Fresno Unserved High-Density Areas City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ A - 1 Appendix A: Federal Funding Account Program Rules and Guidelines A - 2 Table of Contents 1. Background and Purpose .....................................................................................................4 2. Eligible Areas .........................................................................................................................5 2.1. Project Identification and Application Process .........................................................5 3. Funding Criteria and Commission Evaluation of Applications ....................................6 4. Definitions ..............................................................................................................................7 5. Eligible Entities ......................................................................................................................8 6. Middle Mile Funding ...........................................................................................................9 6.1. Open Access ...................................................................................................................9 6.2. Interconnection ............................................................................................................10 6.3. Interconnection with Statewide Open-Access Middle Mile Network ................10 6.4. Interconnection and Pricing ......................................................................................10 6.5. Open Access Decision Enforcement .........................................................................11 6.6. Open Access Reporting ..............................................................................................11 7. Performance Criteria ..........................................................................................................11 8. Reimbursable Expenses ......................................................................................................12 9. Information Required from Applicants ...........................................................................12 9.1. Application Item 1 – Project Summary (Distributed Publicly) .............................13 9.2. Application Item 2 – Applicant Entity Information ...............................................14 9.3. Application Item 3 – Description of the Applicant’s Current Broadband Infrastructure and Existing Infrastructure in the Area .................................................14 9.4. Application Item 4 – Project Location Data .............................................................15 9.5. Application Item 5 - Median Income ........................................................................15 9.6. Application Item 6 – Project Eligibility ....................................................................15 9.7. Application Item 7 - Deployment Schedule ............................................................16 9.8. Application Item 8 - Proposed Project Expenditures .............................................17 9.9. Application Item 9 – Economic Life of All Assets to be Funded ..........................17 9.10. Application Item 10 – Letter of Credit Requirement ...........................................18 9.11. Application Item 11 – Pricing Commitment .........................................................18 9.12. Application Item 12 – Marketing/Outreach Plan ................................................19 9.13. Application Item 13 – Government and Community Support ...........................19 9.14. Application Item 14 – Funding Sources .................................................................19 9.15. Application Item 15 - Financial Qualifications .....................................................20 9.16. Application Item 16 – Project Viability ..................................................................20 9.17. Application Item 17 – Providing Voice Service ....................................................20 9.18. Application Item 18 – CEQA Attestation ..............................................................21 9.19. Application Item 20 – Affidavit ..............................................................................21 10. Submission and Timelines .................................................................................................21 A - 3 11. Posting of Applications ......................................................................................................21 12. Objections .............................................................................................................................21 13. Ministerial Review ..............................................................................................................23 14. Reporting Requirements ....................................................................................................24 15. Payment ................................................................................................................................26 16. CEQA Payment ...................................................................................................................27 17. Execution and Performance ...............................................................................................28 18. Construction Phase .............................................................................................................28 19. Post-Construction Phase ....................................................................................................29 20. Audit Compliance Changes ..............................................................................................30 21. Penalties ................................................................................................................................30 ATTACHMENT A ............................................................................................................31 A - 4 1. Background and Purpose This document sets out rules, guidelines, and application materials for the newly established Federal Funding Account within the California Advanced Services Fund program. The COVID-19 public health emergency has underscored the importance of universally available, high-speed, reliable, and affordable broadband as millions of Americans rely on the internet to participate in, among critical activities, remote school, healthcare, and work. Recognizing the need for such connectivity, the American Rescue Plan Act (ARPA) provides funds to State, territorial, local, and Tribal governments to, among other things, make necessary investments in broadband infrastructure.1 On July 20, 2021, Governor Gavin Newsom signed Senate Bill (SB) 156 into law, creating the Federal Funding Account (FFA). SB 156 revises and recasts the California Advanced Services Fund (CASF) program (Cal. Pub. Util. Code § 281), among other things, to establish as the goal of the Broadband Infrastructure Grant Account, rather than the CASF fund, by not later than December 31, 2026, to approve funding for infrastructure projects that will provide broadband access to no less than 98% of California households and establishes the Federal Funding Account in the CASF program. The statute directs the Commission to use state or federal infrastructure moneys deposited into the Federal Funding Account to implement a program to expeditiously connect unserved and underserved communities by applicable federal deadlines.2 SB 156 further provides that until June 30, 2023, the Commission must allocate one billion dollars ($1,000,000,000) in urban counties and one billion dollars ($1,000,000,000) in rural counties. The Commission must initially allocate five million dollars ($5,000,000) in each county. The Commission must allocate the remaining moneys based on each county’s proportionate share of the households without access to broadband internet access service with at least 100 megabits per second download speeds, as identified and validated by the Commission pursuant to the most recent broadband data collection, as of July 1, 2021. 1 American Rescue Plan Act of 2021 (ARPA), sec. 9901, Public Law 117–2, codified at 42 U.S.C. 802 et seq. Section 9901 of ARPA amended Title VI of the Social Security Act 17 (the Act) to add section 602, which establishes the Coronavirus State Fiscal Recovery Fund, and section 603, which establishes the Coronavirus Local Fiscal Recovery Fund (together, the Fiscal Recovery Funds). The Fiscal Recovery Funds are intended to provide support to State, local, and Tribal governments in responding to the impact of COVID–19, including investment in broadband infrastructure. 2 Cal. Pub. Util. Code § 281(n)(1). A - 5 SB 156 provides that projects funded by the Federal Funding Account shall be implemented consistent with Part 35 of Title 31 of the Code of Federal Regulations and any conditions or guidelines applicable to these one-time federal infrastructure moneys. On January 6, 2022, the United States Treasury Department (Treasury) issued the Final Rule to implement the Coronavirus State Fiscal Recovery Fund and the Coronavirus Local Fiscal Recovery Fund (SLFRF) established under ARPA. This Final Rule sets out rules and regulations in Part 35 of Title 31 of the Code of Federal Regulations.3 The following proposed rules are based on SB 156, previous infrastructure program guidelines,4 and the federal ARPA SLFRF requirements and guidance. 2. Eligible Areas The Final Rule requires investments in eligible “projects designed to provide service to households and businesses with an identified need for additional broadband infrastructure investment.”5 The Final Rule further explains that, “Households and businesses with an identified need for additional broadband infrastructure investment do not have to be the only ones in the service area served by an eligible broadband infrastructure project. Indeed, serving these households and businesses may require a holistic approach that provides service to a wider area, for example, in order to make ongoing service of certain households or businesses within the service area economical.” 2.1. Project Identification and Application Process Communications Division Staff will publish priority areas, a subset of the eligible unserved areas, on the CPUC website. Staff will publish priority areas that are coordinated with the Commission’s obligation to assist in preparing definitive plans for deploying necessary infrastructure in each county, including potential coordination across contiguous counties. The priority areas will account for projects that may not fall strictly within county lines. In addition, Communications Division will publish demographic and digital equity information and analysis about the priority areas such as the number of low- 3 Department of the Treasury, Final Rule, Coronavirus State and Local Fiscal Recovery Funds, 31 C.F.R. Part 35, 87 FR 4338-4454 (January 27, 2022) ( Final Rule), available at: https://www.federalregister.gov/documents/2022/01/27/2022-00292/coronavirus-state-and-local-fiscal-recovery- funds. 4 Decision 21-03-006, Appendix A, Broadband Infrastructure Account Requirements, Guidelines and Application Materials, March, 2021, https://www.cpuc.ca.gov/-/media/cpuc-website/divisions/communications- division/documents/casf-infrastructure-and-market-analysis/2021-casf-guidelines/d2103006-appendix-a-revised- casf-guidelines-w-header.pdf. 5 87 FR 4443. A - 6 income households within each priority area, median household income, disadvantaged community status, and other measures of broadband need and digital equity. Communications Division staff will provide notice, at a minimum, on the proceeding service list and the CASF proceeding service list that the priority areas have been published. Communications Division may update the priority areas as other broadband data becomes available. Potential applicants will have an opportunity to add to or subtract from a priority area consistent with the eligible area requirements. 3. Funding Criteria and Commission Evaluation of Applications Consistent with federal guidelines, eligible projects must be designed to reliably offer, upon completion, speeds at or above 100 Mbps download and upload. In some cases, 100 Mbps symmetrical speeds may be impracticable and lower speeds of 100 Mbps download and 20 Mbps upload may be considered.6 The Commission will evaluate eligible project applications based on the following criteria: a. M atch (up to 10 points). An application will receive credit based on the percentage of matching funds the applicant proposes to invest in its project and the variety of sources of matching funding provided by others. Applicants may include other funding sources such as other federal or state funds which are not duplicative.7 b. Project technology choice (up to 10 points). Fiber optic infrastructure is scalable and enables the next generation of application solutions for all communities. An application proposing to invest in fiber optic infrastructure will receive credit. c. Type of Partnership (up to 20 points). Public and tribal entities have less profit-making pressure and are committed to providing service serving their communities. An application proposing to build a broadband network owned, operated by, or affiliated with local governments; non- profits; a California tribal government, or their wholly-owned tribal corporation, or tribal non-profit; and cooperatives will receive credit. If a Tribe and other entities apply for the same proposed funding area which includes Tribal land, then special consideration will be given to the Tribal applicant. d. Offers California LifeLine and/or federal Lifeline (up to 10 points). An application that will offer or commits to offering California LifeLine and/or 6 87 FR 4443. 7 87 FR 4422. A - 7 federal Lifeline service will receive credit. e. Pricing Commitments (up to 10 points). An application that commits to not increasing prices for a period of 10 years instead of the required 5 years. f. Offering low-cost broadband plan at 50/20 Mbps (up to 20 points). An application proposing to offer the low-cost broadband plan at 50/20 Mbps for $40 a month. Recipients have the option to adjust plans in accordance with the Consumer Price Index. g. xisting broadband service need (up to 20 points). An application proposing to serve an entire priority area as identified by the Communications Division (see Section 2). Projects proposing to serve disadvantaged communities, as identified by the demographic information Communications Division provides and information submitted by the applicant, will be considered in scoring the existing broadband service need. h. A pplicant capacity and performance (up to 10 points). An application that demonstrates the financial, technical, and operational capacity to execute the project successfully and completely in the timeframe will receive credit. i. Technology, Network, and Budget (up to 10 points). An application that demonstrates a well-planned project with a reasonable budget that shows it will deliver speeds and service proposed and be sufficiently robust to meet increasing demand for bandwidth will receive credit. j. Leveraging Statewide Middle Mile (up to 10 points). An application that proposes to leverage the statewide open-access middle mile network will receive credit, unless not in reasonable proximity to the network. The Commission reserves the right to reject any application as filed, and determine the terms of a grant award, including the award amount, with the selected applicant prior to offering the grant. If negotiations cannot be concluded successfully with an applicant, as determined solely by the Commission, the Commission may withdraw its award offer. Since applications that receive lower scores reflect a reduced commitment to provide public benefits, staff may make recommendations to the Commission via resolution to reduce the percentage of public funding commensurate with the reduced public benefit. 4. Definitions “Broadband Map” means the California Interactive Broadband Map (available at http://www.broadbandmap.ca.gov/) showing served status and eligibility, maintained by the Commission or successor map showing Federal Funding Account eligibility and/or A - 8 proposed project areas. “Eligible Project” is capable of offering wireline broadband service at or above 100/100 Mbps, or 100/20 Mbps if symmetrical service is not practicable. “Location” means an individual, serviceable location that is identified by street address (if one exists) and latitude/longitude coordinates, as well as potential subscriber type. ”Low-income customers“ are households with incomes that would qualify for CARE pursuant to Pub. Util. Code §739.1(a) and D.16-11-022 at 18 (or as updated in a successor decision). As noted above, for a household of four the income threshold is $52,400 through May 31, 2021. The threshold is updated regularly in the CARE proceeding, A.19-11-003, et. al. ”Low-cost broadband plans“ are subscriptions available to all customers that are consistent with affordability requirements in the Decision and section 9.11 in this document. This definition may be updated from time to time consistent with inflation, analysis and findings from the Commission Affordability proceeding, and related federal and state activities. The benchmark price and requirement can be modified by a waiver process to account, for example, for inflation. “Low-income broadband plans” are income-qualified broadband plans offered to low- income customers. An “unserved” area means an area for which no wireline broadband provider reliably offers broadband service at speeds of at least 25 Mbps downstream and 3 Mbps upstream to the entire community.8 5. Eligible Entities The following entities are eligible for a FFA grant: Entities with a Certificate of Public Convenience and Necessity (CPCN) that qualify as a “telephone corporation” as defined under Public Utilities (Pub. Util.) Code section 234; or Non-telephone corporations that are facilities-based broadband service providers; or Local governmental agencies; or 8 To determine if an area is unserved, the Commission will rely on data from a variety of services, including broadband deployment data, subscriber data, crowdsourced data, service quality data, and qualitative data. A - 9 Electric utilities; or Non- profits Co-operatives California Tribes9 6. Middle Mile Funding Consistent with the Final Rule, recipients may use payments from the Funds for middle-mile infrastructure, but recipients are encouraged to focus on projects that will achieve last-mile connections—whether by focusing on funding last-mile projects or by ensuring that funded middle-mile projects have potential or partnered last-mile networks that could or would leverage the middle-mile network.10 For projects that include funding for middle-mile infrastructure, Staff will evaluate and verify that the proposed middle-mile infrastructure is needed to achieve the last-mile connections. Additionally, the Commission will evaluate whether the proposed middle mile infrastructure can be provided by the statewide middle-mile network. Staff will verify if existing middle-mile infrastructure in a proposed project area has sufficient capacity, is reasonably affordable, and is open-access prior to granting or making a recommendation to the Commission to grant a proposed project. Staff will post guidance regarding specifications for middle-mile funded through FFA on its website. 6.1. Open Access Open access requires that FFA funded middle-mile infrastructure be made available to provide nondiscriminatory interconnection, internet access, and the provision of dark fiber, at reasonable and equal terms to any communications service provider that wishes to interconnect with that infrastructure, wherever technically feasible.11 For projects awarded FFA funding to deploy middle-mile infrastructure, the middle-mile segment(s) shall be deemed open access for the duration of the lifetime of that infrastructure. 9 Eligible California Tribal entities include California tribal governments, their wholly-owned tribal corporations, and tribal non-profits. 10 87 FR 4420. 11 See, e.g., BroadbandUSA, Fact Sheet: Broadband Technology Opportunities Program, Nondiscrimination and Interconnection Obligations (Nov. 10, 2010), available at https://www2.ntia.doc.gov/files/Interconnection_Nondiscrimination_11_10_10_FINAL.pdf. A - 10 6.2. Interconnection FFA grant recipients must provide open access at any technically feasible interconnection point in the network. Providers must make a good-faith effort to find a technically feasible solution where possible. Interconnection includes, at a minimum, the physical interconnection of the FFA recipient’s facilities to a requesting party’s facilities for the exchange of traffic. Service offerings may include, but not be limited to, lease of dark fiber, local transmission services, transport, and dedicated Internet access services. Examples of feasible location types include, at least: any previously defined interconnection points; new and existing network exchange locations; splice points; and where wireline infrastructure has been damaged and repairs have been made or are planned to be within 500 meters of an unserved community. Consistent with the requirement to negotiate in good faith, the FFA grant recipient must provide information detailing the FFA-funded infrastructure to parties requesting interconnection such as route maps, interconnection points, splice points, and type of fiber. FFA grant recipients must make all reasonable efforts to allow requesting parties to interconnect and procure transport service or wholesale a direct connection. In addition, FFA grant recipients must provide requesting parties with an ability to connect to the Internet irrespective of whether the FFA grant recipient connects to the Internet directly or indirectly. 6.3. Interconnection with Statewide Open-Access Middle Mile Network Projects will interconnect with the statewide open-access middle mile network, where reasonable and feasible. 6.4. Interconnection and Pricing Pricing, and terms and conditions for other providers to interconnect with FFA- funded middle mile shall be just, reasonable, and nondiscriminatory. Grant recipients must offer tiered pricing and a range of options to fit different business models. The service levels must be at least equivalent for similarly situated entities such as Wholesale (ISP) / Government / Public Anchor Institution / etc. Pricing, tariffs, and the framework identifying standard terms and conditions must be provided to the Commission's Communications Division as A - 11 part of the FFA application for middle-mile funding and may be updated by the grantee from time to time. Terms and conditions should address essential elements of network operations such as cybersecurity, circuit provisioning, network outages, future capital investment costs, and operations and maintenance costs. Grant recipients shall negotiate in good faith with all requesting parties (i.e., public, private, non-profit, or other parties) making a bona fide request for interconnection or wholesale services.12 Reasonable prices, terms, and conditions for last-mile provider access to middle-mile infrastructure may vary depending on local circumstances such as physical and network conditions, or the types of services and service levels requested by the last-mile provider. 6.5. Open Access Decision Enforcement In the event that the FFA grant recipient fails to comply with the open access requirement for middle mile funded by the FFA in accordance with the terms of approval granted by the Commission, or in the event that the FFA grant recipient does not negotiate in good faith with a requesting party, the requesting party may file a complaint with the Commission. 6.6. Open Access Reporting For the life of the middle-mile infrastructure, the FFA grant recipient must provide, in its confidential annual report to the Commission, a detailing of the number of interconnection requests and executed service agreements. The report must include: date of request, requesting party, location of requested interconnection, service requested, outcome of request, pricing, tariffs (if applicable), and terms and conditions. 7. Performance Criteria At a minimum, all FFA projects must meet the performance criteria outlined below: a. Project Completion: All CEQA-exempt projects must be completed within 18 months, and all other projects shall be completed within 24 months after receiving authorization to construct. b. Pricing: All applicants shall commit to serve customers in the project area at prices not exceeding those provided in the application for 5 years after project completion. Should the need arise for grant recipients to adjust prices due to externalities outside their control (e.g. inflation), grant recipients may file and serve, on the R.20-09-001 proceeding service list, a request to modify this requirement with the Communications Division. 12 See FCC 04-164 Report and Order, Review of the Section 251 Unbundling Obligations of Incumbent Local Exchange Carriers (FCC Docket No.: CC 01-338). https://docs.fcc.gov/public/attachments/FCC-04-164A1.doc A - 12 c. Speeds: All households in the proposed project areas must be offered a broadband Internet service plan with speeds of at least 100 Mbps download and 100 Mbps upload, or speeds of at least 100 Mbps download and 20 Mbps upload if applicable. d. Latency: All projects shall provide service at no higher than 100 ms of latency. e. Data Caps: Data caps are strongly disfavored and may be an indication that the proposed infrastructure is insufficient. If including a data cap, an applicant must include a justification about how the cap does not limit reliability of the connection to the users. In any event, data caps shall provide a minimum of 1000 GBs per month. f. Affordability: All projects shall participate in the Affordable Connectivity Program (ACP) or otherwise provide access to a broad-based affordability program to low-income customers in the proposed service area of the broadband infrastructure that provides benefits to households commensurate with those provided under the ACP. Should the ACP program end, the Commission will identify a successor low-income subsidy program participants must participate in. 8. Reimbursable Expenses The costs the Commission may reimburse are as follows: a. Costs directly related to the deployment of infrastructure; b. Costs to lease access to property or for Internet backhaul services for a period not to exceed five years; and c. Costs incurred by an existing facility-based broadband provider to upgrade its existing facilities to provide for interconnection. d. Costs incurred during the period beginning March 3, 2021 and ending December 31, 2024.13 Additionally, administrative expenses directly related to the project shall be capped at 2 percent of the grant amount and a maximum of 15 percent contingency on direct infrastructure costs.14 9. Information Required from Applicants A single application must be submitted by each applicant for eligible project areas. 13 31 C.F.R. 35.5(a), FAQ Question 4.7. 14 We define administrative costs as “indirect overhead costs attributable to a project, per generally accepted accounting principles (GAAP), and the direct cost of complying with Commission administrative and regulatory requirements related to the grant itself.” Applicants seeking additional funds will require a Commission exemption included in a draft resolution. A - 13 Non-contiguous project areas may be considered as a single project. Applicants proposing projects with middle-mile infrastructure must show that it is indispensable for accessing the last-mile infrastructure and must commit to open access requirements. All applications must include the items listed below: 9.1. Application Item 1 – Project Summary (Distributed Publicly) The applicant must submit a Project Summary, which Communications Division Staff will post on the website. The applicant also must submit the Project Summary to the CASF Distribution List. The summary must include the following information: Company/Applicant’s name. CPCN/U-Number or pending CPCN application number, if applicable.15 Contact person. Project title. Named project location (Community/County). Project type (Last-mile or Hybrid Last-mile/Middle-mile). Amount of FFA grant funding requested and project cost. Map of the proposed project area. The number of unserved households or locations the project will serve. The maximum Mbps downstream and upstream speed currently offered to households. Median Household Income of the project area. The number of businesses, anchor institutions and public safety locations in the project area that will receive new or improved service. A description of the major infrastructure to be deployed: miles of planned fiber, Central Offices used, number of remote terminals/fiber huts to be built, and if an Indefeasible Right of Use (IRU) is used. Estimated breakdown of aerial and underground installation. Major equipment expenses (e.g., nodes, hubs, switches, etc.).Estimated project plan with major milestones and construction timeline. Description of proposed broadband project plan for which FFA funding is being requested, including the type of technology to be provided in the proposed service areas: 15 A CPCN is not a requirement to apply for or be awarded an FFA grant. CPCN information is available at www.cpuc.ca.gov/General.aspx?id=1019. A - 14 o Download speed capabilities of proposed facilities. o Upload speed capabilities of proposed facilities. o The project description will provide enough construction detail to enable a preliminary indication of the need for a California Environmental Quality Act (CEQA) review and if proposed project areas contain any environmentally sensitive areas. For example, when trenching is required, the applicant will state and describe the manner in which the site is to be restored, post-trenching. o Identification of the leveraging of existing available facilities. o A statement of whether the applicant is revising the area for which it is requesting funding. o A statement of whether the applicant is seeking Ministerial Review and, if so, information that the application meets all requirements for Ministerial Review. o An explanation of why any Middle Mile facilities in the proposed project are necessary for accessing the proposed last-mile infrastructure. o A statement accepting the open access requirements for any Middle Mile facilities in the proposed project. 9.2. Application Item 2 – Applicant Entity Information The applicant must provide at least the following information, as necessary: Certificate of Good Standing issued by the Secretary of State; Organizational Chart, Company History, and Statement of Readiness to Build, Manage, and Operate Broadband; Key Contact Information (Name, Title, Address, Email Address, and Phone number); Key Company Officers. 9.3. Application Item 3 – Description of the Applicant’s Current Broadband Infrastructure and Existing Infrastructure in the Area The applicant must provide: A description of the provider’s current broadband infrastructure and service within five miles of the proposed project; A description of other providers’ infrastructure within the project area which can be leased, purchased or accessed via interconnection. A - 15 9.4. Application Item 4 – Project Location Data The applicant must provide the following: Any proposed revisions to the priority area. For example, if the applicant wants to revise the priority area’s geographic location, the applicant must specify those changes. See section 9.6 below for further information. The geographic location of all households and housing units. This information will be provided in a plain-text, comma-separated values (CSV format) file, or kmz/kml file or shapefile, that contains geo-located street address information, including latitude and longitude coordinates.16 Additional information about how to format this item is available on the FFA website. The geographic location of the project related key network equipment, such as router facilities, remote terminals, network interconnection, etc. Additional information about how to format this item is available on the CASF webpage. The specific geographic boundary of the project area within which all project locations will fall (shapefile or .kml). 9.5. Application Item 5 - Median Income The applicant must report the median household income for each Census Block Group (CBG) that intersects the project area. The California Broadband Map (http://www.broadbandmap.ca.gov/) includes census derived population and income data and information regarding existing service providers and their reported service speeds. Using the census block group layer data return, the medium income and CBG code can be obtained. For reference, CBG codes are formatted as follows: CBG(s) must be based on the latest decennial census. CBG(s) must be in a twelve-digit format, as follows:17 State C ounty Tract Block Group 2 digits 3 digits 6 digits 1 digit 9.6. Application Item 6 – Project Eligibility The applicant must rely on the project areas published by the Communications Division to identify project eligibility, as discussed in Section 2 of these Program Rules. The applicant must: Provide evidence, such as the following, if revising the priority areas: o The applicant may provide CalSPEED tests to show actual speeds or 16 There are a several possibilities for acquiring geolocated street address level data. This document from USAC provides an overview of geolocation methods: https://www.usac.org/wp-content/uploads/high- cost/documents/Tools/HUBBGeolocationMethods.pdf. 17 For example, a census block in the town of Fort Bidwell in Modoc County is 060490040001. A - 16 denials of service or other public feedback as evidence on unserved status. The Commission’s public feedback tools are available on the Communications Division website: https://www.cpuc.ca.gov/industries-and-topics/internet-and- phone/broadband-mapping-program/broadband-public-feedback. o The applicant may provide other crowdsourced speed test data from other platforms, such as Ookla, provided a speed test for each location also include the plan subscribed to at that location. o The applicant may present data contesting the reliability of service provided by existing providers (e.g., service quality information). o The applicant may provide qualitative information (e.g., interviews and testimonial from the impacted community). o Other available data, including but not limited to documentation of existing service performance, federal and/or state-collected broadband data, user speed test results, interviews with residents and business owners, data that addresses a variety of factors, including whether users actually receive service at or above the speed thresholds at all hours of the day, whether factors other than speed such as latency or jitter, or deterioration of the existing connections make the user experience unreliable, and whether the existing service is being delivered by legacy technologies, such as copper telephone lines (typically using Digital Subscriber Line technology) or early versions of cable system technology (DOCSIS 2.0 or earlier). If served households or locations are included in a project, the application must include the rationale for why providing service to these households or locations is essential to the project. 9.7. Application Item 7 - Deployment Schedule The applicant must provide a complete and reasonable project plan which demonstrates that project funds will be expended by the required deadline. The project plan includes at least: A schedule for obtaining necessary permits prior to construction. The schedule must include the timeline required for the California Environmental Quality Act (CEQA) review, as applicable. A schedule for project construction following receipt of permits, to complete the project within 24 months, or within 18 months if the project is categorically exempt from CEQA. The schedule needs to identify and describe construction milestones and include start and end dates for each milestone. A - 17 If the applicant is unable to construct and complete the proposed project within the approved timeline, it must notify Staff as soon as it becomes aware and explain reasons for the delay and when the project will be completed. 9.8. Application Item 8 - Proposed Project Expenditures The applicant must provide: Identification of expense categories; direct and or indirect expenses; Identification of direct expenses; equipment/materials, labor/construction wages and permitting/CEQA review; Identification of individual cost elements and their cost amount with associated costs for last-mile and middle-mile infrastructure separated. The applicant must identify all the equipment to be funded by the FFA by category, (buildings, poles, network and access equipment, operating equipment, customer premise equipment, materials), and the type of equipment (new building, prefabricated building, rehab of existing building, poles, modification of poles, broadband switching equipment, cable, etc.); Identification of allocated indirect costs; General and Administrative expenses, such as repair & maintenance expenses for equipment and facilities, utilities, rent of equipment and facilities, administrative costs, indirect materials and supplies, insurance on equipment & machinery, indirect labor and contract supervisory wages, production period interest expense; Administrative expenses, including executive salaries, are limited to 2 percent of the total grant amount. We define administrative costs as indirect overhead costs attributable to a project, per generally accepted accounting principles (GAAP), and the direct cost of complying with Commission administrative and regulatory requirements related to the grant itself. 9.9. Application Item 9 – Economic Life of All Assets to be Funded The applicant must identify all the equipment to be funded by category (buildings, outside plant, poles, network and access equipment, operating equipment, customer premise equipment), the type of equipment (new building, prefabricated building, rehab of existing building, new poles, modification of existing poles, broadband switching equipment, office furniture and fixture, etc.), and the estimated useful life (10, 15, 20, etc. years). A - 18 9.10. Application Item 10 – Letter of Credit Requirement An eligible applicant that is not a local government, Tribal government, or does not hold a CPCN issued by the Commission is required to submit a Letter of Credit. The Letter of Credit must be irrevocable and will permit the Commission to immediately reclaim any funds provided in the event of non-compliance with the Commission’s rules or requirements. The applicant must provide a letter of credit covering the full FFA grant amount issued to the applicant. The letter of credit must be valid throughout its entire 24-month project construction period. Local and Tribal governments are exempt from the requirement to obtain a letter of credit, provided they can demonstrate administrative capability and expertise in financial administration; demonstrate relationships with financial advisors; in-house or contracted expertise in evaluating broadband infrastructure project feasibility; and demonstrate relationships with, and support from, experienced public or nonprofit broadband system operators. These types of applications must be approved by Commission resolution. 9.11. Application Item 11 – Pricing Commitment An applicant must submit the monthly service subscription rates that it will offer to all consumers for a period of 5 years. To encourage adoption, installation charges must be waived during the commitment period. Recipients have the option to adjust plans in accordance with the Consumer Price Index. The applicant shall identify in its application: Monthly service level subscription rates that cannot be raised for 5 years. Waived installation/service connection charges. Specify any commitments and/or requirements that the customer must accept in order to receive equipment, such as return of equipment. Any broadband plan(s) for low-income customers detailing prices, data caps and speeds to be offered. Applicants must participate in the Federal Communications Commission’s Affordable Connectivity Program or offer an equivalent service plan for the life of the Affordable Connectivity Program. Should the ACP program end, the Commission will identify a successor low- income subsidy program participants must participate in. Applicants electing to provide a low-cost broadband plan for all customers for the life of the infrastructure. The low-cost plan must meet the following minimum standards: o Must not include data usage caps; o Must offer speeds that are sufficient for a household with multiple users to simultaneously telework and engage in remote learning, which is defined as A - 19 50/20 Mbps; o Must be no more than $40 per month, though recipients electing to provide these plans have the option to adjust plans in accordance with the Consumer Price Index; o The grantee must not charge for installation or setup; o The grantee must provide a free modem or router; and o The service does not require a minimum term. Alternatively, an applicant may offer a plan that meets the above requirements except provide with higher speeds and/or at a lower cost per month. Grant recipients also may submit a request to the Communications Division to waive or modify these requirements in the future, should the need to adjust these requirements arise. In addition, the Commission will update these requirements as needed. Applicants requesting funding for middle-mile infrastructure must submit open access offerings including tiered pricing structures and the standard terms and conditions that will be available to entities requesting interconnection. 9.12. Application Item 12 – Marketing/Outreach Plan The applicant must provide a plan that encourages subscription of the service in the project location. The submission shall explain the marketing and outreach plans the applicant will employ to attract residents to sign up for service during the pricing commitment period. 9.13. Application Item 13 – Government and Community Support The applicant may submit endorsements or letters of support from state and local government, community groups, and anchor institutions supporting the deployment of the broadband infrastructure. 9.14. Application Item 14 – Funding Sources The applicant must identify each applicable project funding source, such as: loans, bond offerings, financial contributions from the service provider, public or private broadband adoption or deployment program funds, and/or federal and state grants or loans. Applicants proposing to combine FFA funds with funds from a separate broadband grant program must explain how FFA funds would address an identified need for additional broadband investment that is not met by existing federal or state funding commitments. Applicants must also itemize project costs, detail how funds will not be used for costs that will be reimbursed by the other federal or state funding streams and explain the public benefit that additional A - 20 funds will provide. 9.15. Application Item 15 - Financial Qualifications The following must be submitted by applicant regarding the company: CPA Audited/Attested Financial Statements for the last three years: o Balance Sheet o Income Statement o Statement of Cash Flows Pro Forma Financial Forecast for a five-year period, including a list of assumptions supporting the forecast. Projections must include: o Balance Sheet o Income Statement o Statement of Cash Flows Five-year annual EBIT (Earnings Before Income and Tax) projection for the company. CPA Audited or Attested Financial Statements will be accepted from parent companies in lieu of financial statements from subsidiaries that have no audited or attested financial statements. If applicant has been in existence for less than three years, financial statements for as long as applicant has been in existence, e.g. one or two years, will be considered. For newly formed organizations, financial statements from the parent or sponsoring organization should be submitted, including the relationship between those organizations. 9.16. Application Item 16 – Project Viability The applicant must provide a five-year projected project business plan showing project grant funding, profitability, revenues, and expenses. That plan must include an annual EBIT for the project. The project viability forecast must include projected revenue from customers, showing changes in subscriptions and service rates and charges through the pricing commitment period and the period thereafter, years three through five, as applicable. 9.17. Application Item 17 – Providing Voice Service The applicant must provide information about the following: Availability of voice service that meets California and FCC requirements for 9-1-1 service. Deployment plans for applicable Federal and state requirements for battery back- up; A - 21 9.18. Application Item 18 – CEQA Attestation The applicant must provide information about their project demonstrating how CEQA compliance is to be obtained. The applicant shall attest that they have contacted the Commission’s Energy Division CEQA section in advance of the filing and have consulted with CEQA Staff regarding the process of developing and filing a Proponent’s Environmental Assessment (PEA) or other CEQA documents and are aware of their responsibilities if their proposed project is not exempt from CEQA. Information on PEA and CEQA requirements is available on the Commission’s website at: www.cpuc.ca.gov/ceqa. 9.19. Application Item 20 – Affidavit Applicants must submit an affidavit, under penalty of perjury, that to the best of their knowledge all the statements and representations made in the application information submitted is true and correct. 10. Submission and Timelines Staff will announce application submission information and other deadlines. Applications should be due every six months and staff will target to review them in no more than 6 months. An organization will have 14 days, inclusive of weekends and holidays to object to an application. Application Summaries and Maps will be posted to the CPUC website and notification sent to the CASF Distribution List. In the event any date falls on a weekend or holiday, the deadline is the next business day. 11. Posting of Applications The Commission will post a list of all pending applications, deadlines, and notices on the CPUC website 12. Objections The Commission will provide a period during which interested persons may review the grant applications that have been submitted and file written comments objecting to an application under review. The Commission will consider these comments in reviewing the application. Any party that objects to a proposed area as already served must provide definitive evidence that the area is in fact already served. An objection must identify and discuss an error of fact, or policy or statutory requirement that the application has contravened. Comments must be submitted no later than 14 calendar days, or a different date set by Staff, from when the notice of the application is served on the CASF Distribution List. Comments filed after A - 22 the deadline will be deemed denied. Comments must be filed with the Commission and served on the CASF Distribution List. The Final Rule states, “recipients must ensure that SLFRF funds are designed to address an identified need for additional broadband investment that is not met by existing federal or state funding commitments.” An objection asserting an existing agreement exists to build a wireline service to address the need should provide evidence of the existing agreement, and plans indicating the construction route, beginning and ending construction dates, service area boundaries, and other pertinent construction details. Consistent with the Final Rule, a project is not disqualified by proposing to provide service to served households or locations. An objection asserting existing wireline communications infrastructure meets or exceeds the 25/3 Mbps unserved definition may still be provided. These objections must include the following to be considered: An attestation that all information provided is true and accurate in accordance with the Rule 1 of the Commission’s Rules of Practice and Procedure. An attestation that the households or locations identified are offered service and have the capability to reliably receive minimum speeds of 25 Mbps download and 3 Mbps upload. An attestation as to whether or not the households or locations identified are offered service and have the capability to reliably receive speeds of at least 100 Mbps download and 100 Mbps upload or, or at least 100 Mbps download and 20 Mbps upload and information on why provision of 100 Mbps upload is not practicable. The geographic location of all households or locations it serves in the area(s) for which the objection is filed. This information must be provided in a plain- text, comma- separated values (CSV) file, that contains geo- located street address information, including latitude and longitude coordinates. The number of subscribers and the level of service subscribed to in the area being disputed, including billing statement information to verify subscribership. This information shall be submitted unredacted to the Commission under seal; and At least two of the following: (1) permits, (2) easements, or (3) pole attachment applications submit and approved when infrastructure was built, and (4) pictures of provider infrastructure in the area (i.e., wires, huts, vaults, etc.). For example, street-view pictures of poles on which the attached communications infrastructure can be identified. A - 23 Comments that do not meet these requirements will be deemed denied. An applicant may respond to any objection filed by an interested party within 14 days. A response to an objection must provide a public notice on the CASF Distribution List. Communications Division Staff will review this information, along with the applicant’s documentation, as it develops its recommendations to the Commission for the disposition of each application. 13. Ministerial Review The Commission delegates to Communications Division Staff the authority to approve applications, including determinations of funding, that meet all of the following criteria: 1. Applicant meets the program eligibility requirements. 2. The application has not received a valid objection or objections, or Staff has determined that the project area is not served. 3. The total grant does not exceed $25,000,000. 4. The project must be California Environmental Quality Act (CEQA)- exempt, or approval letter must state that authorization to construct and release funds will be provided in a forthcoming resolution. 5. There must be no competing applications for the same project area in the same application period. 6. Costs per household are low, proposed project costs $9,300 per household or less. 7. Does not propose to leverage funding from other state or federal programs or propose a project area that overlaps with areas with existing commitments to provide broadband service that is reliable and offer speeds of 100/20 Mbps. 8. Does not propose a project areas that include areas that have been identified by the Communications Division as having an existing provider that offers 25/3 Mbps wireline service. 9. Does not request a waiver of any program requirements. Applications not meeting these criteria may only be approved by the Commission via resolution. Ministerial Process Resolution Process A - 24 Maximum Cost per location of $9,300 Maximum Grant Amount: $25,000,000 Must be CEQA-exempt, or approval letter must state that authorization to construct and release funds will be provided in a forthcoming resolution. Does not meet all criteria under Ministerial Process Ministerial review shall not provide an applicant with an advantage over other applicants, and Communications Division shall ensure that all applications are reviewed holistically (e.g., applications within a county). 14. Reporting Requirements Staff will provide guidance and a template for reporting which is consistent with the Treasury Final Rule.18 Grantees are required to file progress reports on at least a quarterly basis. These reports will be publicly posted by the Commission. Progress reports shall contain the following: Description of project accomplishments during this period. Identification of project milestones and the percent complete to date. If the percent completed is different from the estimated target milestones from the FFA application, it is necessary to provide a narrative description explaining what occurred. Major construction milestones (including a reporting on all CEQA mitigation implementation and monitoring activities, if CEQA review was required), date of completion of each task/milestone as well as problems/issues encountered, and actions taken to resolve these issues/problems during construction (including CEQA compliance, if applicable). Description of any challenges or issues and any risks faced during this past quarter in achieving planned progress on the project, including environmental compliance and permitting challenges if applicable. Description of significant project milestones or accomplishments planned 18 Treasury, Compliance and Reporting Guidance State and Local Fiscal Recovery Funds (November 15, 2021 Version 2.1), available at https://home.treasury.gov/system/files/136/SLFRF-Compliance-and-Reporting-Guidance.pdf. A - 25 for the following reporting period Subscribership information to date. Certification that each progress report is true and correct, under penalty of perjury. Grantees also must submit completion reports prior to receiving the final payment. These reports shall contain the following, for example: Comparison of approved versus actual costs of construction. Description of the project, including any changes in the project construction and alignment, if applicable. Milestones and completion dates for each milestone. Number of paying subscribers enrolled in the service provided by the funded construction, number of low-income customers enrolled in ACP, number of customers enrolled in any low-income plans, and the number of low-cost broadband plan customers enrolled. Final date of completion of the project, problems/issues encountered since last semi-annual report and actions taken to resolve these issues/problems during construction (and comprehensive reporting on CEQA mitigation compliance, if applicable). Speed test data at the address level for the project area, including: o Test results for download and upload speeds; o A representative sample of speed test results at dispersed locations in the project area, including locations at the edge of the project area; number of tests will vary based on project; Maps and associated data of speed test locations and results in a .kmz/ .kml file, shapefile, or .csv spreadsheet. A screenshot of results of CalSPEED speed tests, which can be accessed at http://www.calspeed.org/index.html.19 o An attestation that all locations within the project area are offered service at minimum speeds of 100 Mbps download and 100 Mbps upload or higher or 100 Mbps download and 20 Mbps if applicable. Maps and associated data of all locations served o The geographic coordinates of all locations that are served. This information will be provided in a plain-text, comma-separated 19 The technically available speed at the location shall be tested, not a customer's subscribed speed. A - 26 values (.csv) file, or .kmz/ .kml file or shapefile that contains geo- located street address information, including latitude and longitude, as well as census block code (GEOID); o Projected subscribers versus actual subscribers (by subscriber type), as of the date of the completion report; o The actual number of current subscribers by subscriber type and subscriber speed; o The potential number of subscribers of each type that could be served using the FFA project’s existing facilities at the same minimum defined speed; o Both the number of low-income customers in the project area and the number of low-income customers subscribing to low-income plans; o Identification of the number of served locations in the project area that have broadband availability at or above the aforementioned minimum speeds. Documentation of advertisements, billing inserts and marketing information, by speed tier and prices. Open access interconnections (if applicable). o The number of interconnection requests and executed service agreements. Further, grant recipients are required to report speed, pricing, and any data allowance information, consistent with the Final Rule. Recipients must report annually to the Communications Division the speed, pricing, subscription data (including number of customers enrolled in ACP, low-cost, and low-income broadband plans), and any data allowance information on all offered plans. The report must also include a weblink with information on the recipient’s income-qualified and affordable plans. The associated webpage should provide all plan information, ways to subscribe, and any necessary forms. 15. Payment Staff will provide instructions and a template for payments that is consistent with the Treasury’s Final Rule and the Decision adopting these Program Guidelines. Requests for payments may be submitted as the project is progressively deployed. The prerequisite for first payment is the submittal of a progress report to the Commission showing that at least 10 percent of the project has been completed. Subsequent payments are made at the following deadlines: 35 percent completion, A - 27 60 percent completion, 85 percent completion and 100 percent completion. The final 15 percent payment request (from 85 to 100 percent) will not be paid without an approved completion report. Payments are based on submitted receipts, invoices and other supporting documentation showing expenditures incurred for the project in accordance with the approved FFA funding budget included in the FFA grantee’s application. In the event that the recipient fails to notify the Communications Division of any delays in the project completion and the project fails to meet the approved completion date, the Commission may impose penalties to be adopted in a Commission resolution. This may include rescinding the grant. Invoices submitted will be subject to a financial audit by the Commission at any time within 3 years of completion of project. If portions of reimbursements are found to be out of compliance, Grantees will be responsible for refunding any disallowed amounts along with appropriate interest at rates determined in accordance with applicable Commission decisions. All funds must be obligated within the statutory period between March 3, 2021 and December 31, 2024, and expended to cover such obligations by December 31, 2026.20 Projects that are not progressing must be quickly dissolved to free up funds and eligible areas for alternate applicants. As such, projects must demonstrate progress toward meeting grant objectives on the 182- or 24-month timeline, as applicable. On an annual basis, Communications Division Staff will place a resolution before the Commission with recommendations from Staff as to whether the applications that have not demonstrated substantial progress should be modified, revised, or rescinded. 16. CEQA Payment CEQA consultant costs shall be paid directly by the Commission to the contractor. Following award of a grant the Energy Division CEQA Section Staff will obtain a contractor to review the CEQA documents for the project. The FFA will pay directly the project’s CEQA PEA preparation costs, but those costs will be identified as costs associated with the grant and will have no effect on the applicable shares of grantee assigned and program supported total project costs. The applicant may file with the Energy Division’s CEQA Section a completed CEQA review conducted by another agency acting as the Lead Agency pursuant 20 See, FAQ Question 6.11. A - 28 to CEQA. Should this occur, grantees may request funds to pay for preparation of a PEA. 17. Execution and Performance Staff and the grant recipient shall determine a project start date after the grant recipient has obtained all approvals, commonly 30 days after approval of the resolution or ministerial review approval. Grant recipients shall consult with California Tribes consistent with CPUC policy, at the planning stage and throughout the life of the project. Should the recipient or Contractor fail to commence work at the agreed upon time, is not following the project plan in a reasonable manner, the Commission, upon ten days written notice to the FFA recipient, reserves the right to terminate the award. In the event that the FFA recipient fails to complete the project, in accordance with the terms of approval granted by the Commission, the FFA recipient must reimburse some or all of the FFA funds that it has received. The FFA grant recipient must complete all performance under the award on or before the termination date of the award. Failure of an applicant to comply with the Commission’s Order or grant agreement, as amended, or required by the U.S. Treasury Department may result in cancellation of the award. The Commission or the Recipient may terminate a grant award, at any time at its sole discretion by delivering ten (10) days written notice to the applicant/grant award recipient. In the event that the applicant terminates the grant award, for any reason whatsoever, it will refund to the Commission within 30 days of said termination, all payments made hereunder by the Commission to the applicant for work not completed or not accepted by the Commission. Such termination will require written notice to that effect that is delivered by the applicant to the Commission not less than ten (10) days prior to said termination. Communications Division Staff will notify the applicant of intent to prepare for Commission approval, a draft resolution that would rescind a FFA grant due to nonperformance. Grant recipients shall provide for compliance with the American Rescue Plan Act and all other applicable federal statutes, regulations, and executive orders.21 18. Construction Phase 21 See, Department of the Treasury, Final Rule, Coronavirus State and Local Fiscal Recovery Funds, 31 C.F.R. Part 35, 87 FR 4338-4454 (January 27, 2022) ( Final Rule), available at: https://www.federalregister.gov/documents/2022/01/27/2022-00292/coronavirus-state-and-local-fiscal-recovery- funds. A - 29 A grantee must notify the Commission within five days of determining that the grantee is planning to sell or transfer its assets. The grantee shall notify the Director of the Commission’s Communications Division in writing of its intent to sell or transfer company assets within five days of becoming aware of these plans. The grantee shall also provide documentation, including an affidavit, stating that the new entity will take full responsibility and ownership to comply with the requirements of the FFA award and required by the U.S. Treasury Department. The new entity shall agree in writing to such. The grantee shall provide the Commission with any necessary documents requested in its review of the transfer. This will include all documents that are generally required of all entities applying for the FFA grants. The grantee shall not transfer FFA funds or the built portion of the project to the new entity prior to Commission approval via a resolution/order. If the Commission does not provide approval, it will rescind the grant. Pursuant to P.U. Code 281(l), grantees must report monthly to the commission all of the following information throughout the construction phase: (A) The name and contractor’s license number of each licensed contractor and subcontractor undertaking a contract or subcontract in excess of twenty-five thousand dollars ($25,000) to perform work on a project funded or financed pursuant to this section. (B) The location where a contractor or subcontractor described in subparagraph (A) will be performing that work. (C) The anticipated dates when that work will be performed. The Commission will, on a monthly basis, post the information reported pursuant to this subdivision on the commission’s FFA internet website. 19. Post-Construction Phase For three years after project completion, a grantee must notify the Commission within five days of determining that the grantee is planning to sell or transfer its assets. The grantee shall notify the Director of the Commission’s Communications Division in writing of their intent to sell or transfer company assets within five days of becoming aware of these plans. The grantee shall also provide documentation, including an affidavit, stating that the new entity will take full responsibility and ownership to comply with the requirements of the FFA grant and requirements of the U.S. Treasury Department. The new entity shall agree in writing to such. Additionally, grant recipients must file a Tier 2 Advice Letter with the following information: A - 30 Purchase price; Copy of the agreement; Binding agreement from the purchaser or lessee to fulfill the terms and conditions relating to the project after such sale or lease; and, An explanation as to how the transaction would be in the best interests of those served by the project. 20. Audit Compliance Changes All applicants are required to sign a consent form agreeing to the terms and conditions of the Federal Funding Account. These will be stated either in the Resolution approving the project, or in a letter sent by Staff to the successful applicant. The agreement will provide the name of the applicant, names of officers and members, and must be signed by the applicant. All recipients of federally funded grants exceeding $750,000 will need to include a budget for a federal audit.22 21. Penalties Non-telephone corporation grantees must agree to the following language in the affidavit found in Attachment A to this document. 22 Treasury, Compliance and Reporting Guidance State and Local Fiscal Recovery Funds (November 15, 2021 Version 2.1), available at https://home.treasury.gov/system/files/136/SLFRF-Compliance-and-Reporting-Guidance.pdf. A - 31 ATTACHMENT A Guidance to Staff on Information to Require for Telephone Corporations NOTARIZED AFFIDAVIT Name of Carrier/Company _ Utility Identification Number or check here if Application for CPCN is pending and the CPUC assigned application no., if available. My name is . I am (Title) of (Company). My personal knowledge of the facts stated herein has been derived from my employment with (Company) I swear or affirm that I have personal knowledge of the facts stated in this Application for the California Advanced Services Fund, I am competent to testify to them, and I have the authority to make this Application on behalf of and to bind the Company. I further swear or affirm that [Name of Carrier/Company] agrees to comply with all federal and state statutes, rules, and regulations, covering broadband services and state contractual rules and regulations, if granted funding from the California Advanced Services Fund. I swear and affirm that I agree to comply with Rules 1.11 and 2.2 of the California Public Utilities Commission’s rules of practice and Procedure. I swear or affirm, under penalty of perjury, and under Rule 1.1 of the California Public Utilities Commission’s Rules of Practice and Procedure, that, to the best of my knowledge, all of the statements and representations made in this Application are true and correct. Signature and title Type or print name and title SUBSCRIBED AND SWORN to before me on the day of , 20 . Notary Public In and For the State of My Commission expires: A - 32 Guidance to Staff on Information to Require on-Telephone Corporations NOTARIZED AFFIDAVIT Name of Carrier/Company _ Utility Identification Number or check here if Application for CPCN is pending and the CPUC assigned application no., if available. My name is . I am (Title) of (Company). My personal knowledge of the facts stated herein has been derived from my employment with (Company) I swear or affirm that I have personal knowledge of the facts stated in this Application for the California Advanced Services Fund, I am competent to testify to them, and I have the authority to make this Application on behalf of and to bind the Company. I further swear or affirm that [Name of Carrier/Company] agrees to comply with all federal and state statutes, rules, and regulations, covering broadband services and state contractual rules and regulations, if granted funding from the California Advanced Services Fund. I swear and affirm that I agree to comply with Rules 1.11 and 2.2 of the California Public Utilities Commission’s rules of practice and Procedure. I swear or affirm, under penalty of perjury, and under Rule 1.1 of the California Public Utilities Commission’s Rules of Practice and Procedure, that, to the best of my knowledge, all of the statements and representations made in this Application are true and correct. If [Grantee Name] violates the terms and conditions of a program award or other program and project compliance requirements, it shall be subject to Public Utilities Code Sections 2108 and 2111. The Commission may impose the maximum penalties allowed under Public Utilities Code Sections 2108 and 2111 for failure to meet the program and project compliance requirements, as determined by the Commission. Signature and title Type or print name and title - 33 - SUBSCRIBED AND SWORN to before me on the day of , 20 . Notary Public In and For the State of My Commission expires: 470543650 - 1 - COM/ARD/mph/jnf Date of Issuance 4/22/2022 Decision 22-04-055 April 21, 2022 BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA Order Instituting Rulemaking Regarding Broadband Infrastructure Deployment and to Support Service Providers in the State of California. Rulemaking 20-09-001 DECISION ADOPTING FEDERAL FUNDING ACCOUNT RULES R.20-09-001 COM/ARD/mph/jnf - i - TABLE OF CONTENTS Title Page DECISION ADOPTING FEDERAL FUNDING ACCOUNT RULES .......................1 Summary ............................................................................................................................2 1. Factual and Procedural Background .......................................................................2 1.1. Procedural Background ......................................................................................2 1.2. Factual Background .............................................................................................6 2. Jurisdiction ..................................................................................................................6 3. Issues Before the Commission ..................................................................................7 4. Eligible Areas ............................................................................................................12 4.1. Party Positions ...................................................................................................13 4.2. Discussion ...........................................................................................................19 5. Project Identification and Prioritization ................................................................21 5.1. Party Positions ...................................................................................................22 5.2. Discussion ...........................................................................................................25 6. IOU Fiber Pilots ........................................................................................................25 6.1. Party Positions ...................................................................................................26 6.2. Discussion ...........................................................................................................28 7. Apportionment of Funds ........................................................................................28 7.1. Party Positions ...................................................................................................29 7.2. Discussion ...........................................................................................................32 8. Application Evaluation Criteria .............................................................................35 8.1. Party Positions ...................................................................................................36 8.2. Discussion ...........................................................................................................39 9. Leveraging Other Funds .........................................................................................41 9.1. Party Positions ...................................................................................................41 9.2. Discussion ...........................................................................................................42 10. Eligible Entities .........................................................................................................43 10.1. Party Positions ...................................................................................................44 10.2. Discussion ...........................................................................................................46 11. Funding of Middle Mile Infrastructure .................................................................47 11.1. Party Positions ...................................................................................................48 11.2. Discussion ...........................................................................................................49 12. Open Access ..............................................................................................................50 12.1. Party Positions ...................................................................................................51 12.2. Discussion ...........................................................................................................52 13. Minimum Performance Criteria .............................................................................52 13.1. Party Positions ...................................................................................................53 R.20-09-001 COM/ARD/mph/jnf - ii - 13.2. Discussion ...........................................................................................................56 14. Affordability .............................................................................................................57 14.1. Party Positions ...................................................................................................58 14.2. Discussion ...........................................................................................................63 15. Reimbursable Expenses ...........................................................................................66 15.1. Party Positions ...................................................................................................67 15.2. Discussion ...........................................................................................................67 16. Information Required from Applicants ................................................................68 16.1. Party Positions ...................................................................................................69 16.2. Discussion ...........................................................................................................70 17. Application Submission Timelines ........................................................................71 17.1. Party Positions ...................................................................................................71 17.2. Discussion ...........................................................................................................72 18. Posting of Applications ...........................................................................................72 18.1. Party Positions ...................................................................................................73 18.2. Discussion ...........................................................................................................73 19. Application Objections ............................................................................................73 19.1. Party Positions ...................................................................................................75 19.2. Discussion ...........................................................................................................77 20. Ministerial Review ...................................................................................................81 20.1. Party Positions ...................................................................................................81 20.2. Discussion ...........................................................................................................82 21. Reporting Requirements .........................................................................................83 21.1. Party Positions ...................................................................................................84 21.2. Discussion ...........................................................................................................86 22. Payment .....................................................................................................................87 22.1. Party Positions ...................................................................................................89 22.2. Discussion ...........................................................................................................89 23. CEQA Payments .......................................................................................................89 23.1. Party Positions ...................................................................................................89 23.2. Discussion ...........................................................................................................89 24. Execution, Performance and Grant Termination .................................................90 24.1. Party Positions ...................................................................................................90 24.2. Discussion ...........................................................................................................91 25. Transfer of Grant and/or Assets Built Using Grant Funding ...........................91 25.1. Party Positions ...................................................................................................92 25.2. Discussion ...........................................................................................................93 26. Audit Compliance ....................................................................................................93 26.1. Party Positions ...................................................................................................93 R.20-09-001 COM/ARD/mph/jnf - iii - 26.2. Discussion ...........................................................................................................93 27. Conclusion .................................................................................................................94 28. Comments on Proposed Decision ..........................................................................94 29. Assignment of Proceeding ......................................................................................99 Findings of Fact .............................................................................................................100 Conclusions of Law ......................................................................................................102 ORDER ...........................................................................................................................104 Appendix A – Revised Federal Funding Account Grant Program Rules R.20-09-001 COM/ARD/mph/jnf - 2 - DECISION ADOPTING FEDERAL FUNDING ACCOUNT RULES Summary This decision adopts rules for the Federal Funding Account (FFA) created by Senate Bill (SB) 156 and funded through the federal American Rescue Plan Act of 2021 (Public Law No. 117-2), and the rules issued by the U.S. Treasury Department. The FFA is a new two-billion-dollar grant program focused on building broadband Internet infrastructure to communities without access to Internet service at sufficient and reliable speeds. The rules adopted in this decision include, among other items, the following subjects: project eligibility, application objections, allocating FFA funding between rural and urban counties, reimbursing grantees, a ministerial review process whereby Communications Division Staff may approve certain projects, and minimum performance standards for grantees. This proceeding remains open. 1. Factual and Procedural Background The California Public Utilities Commission (Commission) initiated the Broadband for All proceeding to set the strategic direction and changes necessary to expeditiously deploy reliable, fast, and affordable broadband Internet access services that connect all Californians. 1.1. Procedural Background Governor Gavin Newsom issued Executive Order N-73-20 on August 14, 2020, directing state agencies to accomplish 15 specific actions to help bridge the digital divide, including ordering state agencies to pursue a minimum broadband speed goal of 100 Mbps download to guide infrastructure investments and program implementation to benefit all Californians. R.20-09-001 COM/ARD/mph/jnf - 3 - On September 10, 2020, this Commission opened this Rulemaking to set the strategic direction and make the changes necessary to expeditiously deploy reliable, fast, and affordable broadband Internet access services that connect all Californians. As stated above, this proceeding will explore near-term and medium-term actions to achieve this goal. A prehearing conference (PHC) was held on November 10, 2020, to discuss the issues of law and fact, determine the need for hearing, set the schedule for resolving the matter, and address other matters, as necessary. On December 28, 2020, the assigned Commissioner issued a Scoping Memorandum and Ruling (Scoping Memo) that divided this proceeding into three phases. On March 11, 2021, President Biden signed into law the American Rescue Plan Act of 2021 (ARPA),1 also called the COVID-19 Stimulus Package or American Rescue Plan, which appropriated funds for states to deploy last-mile broadband Internet networks. This law requires funds be expended by the end of 2024 and projects to be completed by the end of 2026. On July 20, 2021, Governor Newsom signed SB 156 into law, creating the Federal Funding Account,2 with this Commission being responsible for implementing the new grant program. The Second Amended Scoping Memorandum and Ruling, (Second Amended Scoping Memo) in the instant proceeding, issued on August 2, 2021, adds certain issues associated with the 1 Public Law No. 117-2. 2 SB 156, An act to amend Sections 6547.7 and 53167 of, to add Section 26231 to, and to add Chapter 5.8 (commencing with Section 11549.50) to Part 1 of Division 3 of Title 2 of, the Government Code, to add Section 21080.51 to the Public Resources Code, and to amend Sections 281, 912.2, and 914.7 of, and to add Section 281.2 to, the Public Utilities Code. R.20-09-001 COM/ARD/mph/jnf - 4 - implementation of SB 156 to the scope of this proceeding, including implementation of the Federal Funding Account in Phase III. On September 23, 2021, the Assigned Commissioner issued a ruling requesting comment on a Staff Proposal for the rules that would implement the Federal Funding Account grant program (ACR). On October 29, 2021, the following parties filed and served comments on this proposal: AARP California (AARP); Pacific Bell Telephone Company dba AT&T California (AT&T); Borrego Springs Revitalization Committee; Central Coast Broadband Consortium (CCBC); California Cable and Telecommunications Association (CCTA); Corporation for Education Network Initiatives In California (CENIC); California Emerging Technology Fund (CETF); Center for Accessible Technology (CforAT); City and County of San Francisco (San Francisco); Coachella Valley Association of Governments (CVAG); Comcast Phone of California, LLC (Comcast); County of Los Angeles; County of Santa Clara (Santa Clara); Communications Workers of America, District 9 (CWA); Frederick L. Pilot; Frontier Communications of the Southwest Inc., Frontier California Inc., and Citizens Telecommunications Company of California Inc. (Frontier); Geolinks; Greenlining Institute; Joint Wireless Internet Service Providers (WISPs);3 Los Angeles County Economic Development Corporation (LAEDC); Next Century Cities (NCC); National Diversity Coalition (NDC); The Public Advocates Office at the California Public Utilities Commission (Cal Advocates); Rural County Representatives of California (RCRC); San Diego Association of Governments (SANDAG) Small Business Utility Advocates (SBUA); Southern California Association of Governments (SCAG); Southern California Edison Company (SCE); San Diego 3 DigitalPath, Inc. (U 1151 C), Cal.net, Inc. (U 7309 C), ShastaBeam, Etheric Communications, LLC , Velocity Communications, Inc. (U 1653 C) and Jefferson State Broadband d/b/a Com-Pair R.20-09-001 COM/ARD/mph/jnf - 5 - Gas & Electric Company (SDG&E); Small Local Exchange Carriers (LECs);4 LCB Communications LLC and South Valley Internet (LCB Communications and South Valley Internet); The Utility Reform Network (TURN); UNITE-LA; and Cellco Partnership (U 3001 C) and MCImetro Access Transmission Services LLC (U 5253 C) (collectively, “Verizon”). On November 15, 2021, the following parties filed and served reply comments to this proposal: AARP; AT&T; CCTA; CENIC; CETF; CforAT; Frederick L Pilot; Frontier; Geolinks; Mono County; NDC; Cal Advocates; SBUA; SCE; Small LECs; TURN; Utility Consumers' Action Network (UCAN); and Verizon. On November 10, 2021, the assigned ALJ issued a ruling requesting comment on the proposed apportionment of funds for the Federal Funding Account grant program. The following parties filed and served comments on November 30, 2021: County of Los Angeles; RCRC; Small LECs; CCTA; SANDAG; County of Santa Clara; TURN; UNITE-LA, Inc; CETF; SBUA; LAEDC; County of Mendocino; NDC; UCAN; North Bay North Coast Broadband Consortium; The #OaklandUndivided Coalition; SCAG; and Frederick L. Pilot. On December 10, 2021, the following parties filed and served reply comments: UCAN; San Francisco; Cal Advocates; NDC; SBUA; TURN; North Bay North Coast Broadband Consortium; CCTA; Central Coast Broadband Consortium; and CETF. 4 The Siskiyou Telephone Company, Volcano Telephone Company, Foresthill Telephone Co. The Ponderosa Telephone Co., Winterhaven Telephone Company, Calaveras Telephone Company, Happy Valley Telephone Company, Ducor Telephone Company, Pinnacles Telephone Co., Cal-Ore Telephone Co., Sierra Telephone Company, Inc., Hornitos Telephone Company, Kerman Telephone Co. R.20-09-001 COM/ARD/mph/jnf - 6 - 1.2. Factual Background Communities across California face a multitude of barriers for the deployment of resilient and accessible broadband networks. Broadband Internet access and service in urban communities varies by neighborhood. Rural areas of the state often lack the infrastructure for sufficient wireline and wireless broadband Internet access service. The COVID-19 pandemic has highlighted the extent to which broadband access is essential for public safety, public health and welfare, education, and economic resilience, adding greater urgency to developing new strategies and expand on existing successful measures to deploy reliable networks with affordable service. 2. Jurisdiction Among other items, SB 156 requires the Commission to implement a program (Program) using federal funds to connect unserved and underserved communities by applicable federal deadlines. The Program must be consistent with Part 35 of Title 31 of the Code of Federal Regulations (CFR) and any conditions or guidelines applicable to this one-time federal infrastructure funds. The enacted California 2021-2022 Budget allocates two billion dollars ($2,000,000,000) to the Program to fund the deployment of last-mile broadband infrastructure.5 By June 30, 2023, the Commission must allocate one billion dollars ($1,000,000,000) in urban counties and one billion dollars ($1,000,000,000) in rural counties.6 The Commission must initially allocate five million dollars ($5,000,000) in each county.7 The Commission must allocate the remaining funds 5 See California 2021-2022 Enacted Budget Summary at page 27, available at http://ebudget.ca.gov/2021-22/pdf/Enacted/BudgetSummary/FullBudgetSummary.pdf 6 See Public Utilities Code Section 281(n)(3). 7 Id. R.20-09-001 COM/ARD/mph/jnf - 7 - based on each county’s proportionate share of households without access to broadband Internet access service with at least 100 megabits per second (Mbps) download speeds.8 The Secretary of the U.S. Treasury Department (Treasury) issued an Interim Final Rule (Interim Final Rule), effective May 17, 2021, to implement the Coronavirus State Fiscal Recovery Fund (SLFRF) established under the American Rescue Plan Act.9 Treasury also issued a SLFRF Frequently Asked Questions (FAQ) document to provide additional guidance on how funds should be utilized.10 Treasury issued its Final Rule (Final Rule) on January 6, 2022,11 adopting many of the provisions in the Interim Final Rule, with some amendments. The Final Rule is effective April 1, 2022. 3. Issues Before the Commission The Second Amended Scoping Memo adds a new Phase III to this proceeding. Phase III includes two separate tasks: 1) the collection of public comments that will assist with the development of the locations for the statewide open-access middle mile network; and 2) the adoption of rules for the Federal Funding Account. The scope of this decision is the development of the rules governing the Federal Funding Account (FFA), focused on last-mile Internet connections, including whether the Commission should adopt the Staff Proposal or refine it. Additionally, the September 23, 2021 ACR asked for comment on the questions and issues discussed below: 8 See Public Utilities Code Section 281(n)(3)(B)(ii) (“as identified and validated by the Commission, pursuant to the most recent broadband data collection, as of July 1, 2021…”). 9 The Interim Rule is available at: https://www.govinfo.gov/content/pkg/FR-2021-05- 17/pdf/2021-10283.pdf. 10 The FAQ is available here: https://home.treasury.gov/system/files/136/SLFRPFAQ.pdf. 11 See 87 Fed. Reg. 4338-4454 (January 27. 2022). R.20-09-001 COM/ARD/mph/jnf - 8 - 1. Compliance with Federal Guidance: SB 156 requires the Commission to adopt program rules that are consistent with Part 35 of Title 31 of the CFRs. Are the rules in the Staff Proposal consistent with Part 35 of Title 31 of the CFRs? What modifications should be made to the Staff Proposal to improve consistency with Part 35 of Title 31 of the CFRs? Please provide an explanation of any suggestions, as well as edits in redline as an attachment to your comments. 2. Priority Project Areas: The Staff Proposal envisions that Communications Division (CD) Staff will publish proposed priority project areas that are coordinated with the Commission’s obligation to assist in preparing definitive plans for deploying necessary infrastructure in each county, including coordination across contiguous counties. FFA Applicants will apply for grants to offer broadband Internet service to these defined areas. What information should the CD Staff take into consideration in developing these priority areas? Do the criteria in “Section 12. Application Objections” balance the need to ensure a fair process for an Internet service provider asserting it already serves a proposed priority project area, with the need to award grants in an expeditious manner? Do parties propose additional or different criteria? 3. Coordination with other Grant Programs: There is significant funding available and being considered at the state and federal levels for broadband infrastructure. How can the FFA best coordinate and leverage these other broadband infrastructure funds? 4. Affordability: The Interim Rule encourages recipients to consider ways to integrate affordability options into their program design. How should the Commission define affordability? R.20-09-001 COM/ARD/mph/jnf - 9 - How should the Commission consider a preference or requirement for affordable offers that are not income-qualified? Should the Commission consider other low-income preferences or requirements as a percentage of the Federal Poverty Level? Or categorical eligibility such as any service connection in a Qualified Census Tract? How should the Commission consider low-income or affordable offers that allow for enrollment based on participation in any California public assistance program? What should be the term for which an affordable or low-income offer is provided and what is the rationale for the term? Is it reasonable to require applicants provide Lifeline12 services, as well as the Emergency Broadband Benefit, or its successor? 5. Eligible Areas: The Staff Proposal directs the focus of last mile projects to be in unserved areas that lack access to a wireline connection capable of reliably delivering at least minimum speeds of 25 Mbps download and 3 Mbps upload. How should the Commission consider eligible areas? How should underserved areas be defined and considered? What criteria should the Commission use to determine if an area has reliable service? How should the Commission measure what constitutes a significant number of unserved and underserved households? 12 Note we refer to the “California LifeLine Program” either as the California LifeLine Program or as “LifeLine,” while the federal program is referred to as Lifeline. R.20-09-001 COM/ARD/mph/jnf - 10 - 6. Eligible Entities: The Staff Proposal lists eligible entities (see related questions under the IOU Broadband Pilots section of the ruling). What information should the Commission consider in the rules to allow flexibility to enable partnerships between entities and providers? For example, a public entity and one or more broadband service providers. 7. Coordination with Statewide Middle Mile Network: SB 156 also creates a statewide middle mile network that must enable last mile connections. How can the Commission ensure the FFA grants coordinate and take advantage of the statewide middle mile network that is being built? 8. IOU Broadband Pilots: Phase II in this proceeding seeks to identify a role for the electric Investor-Owned Utilities (IOUs) in deploying broadband Internet access service. How can the FFA be utilized to achieve this objective? Should the IOU Fiber Pilots in Phase II be moved into Phase III? How should the Commission consider changes to add flexibility to the rules to facilitate applicants from multiple entities such as partnerships between multiple last mile providers or a middle mile applicant such as an IOU and a last mile provider? How should the Commission consider or identify IOU rights-of-way that would enable last mile connections and work to fund or effectuate deployment in those IOU rights of way even without an IOU and last mile provider partnership? 9. Performance Criteria: Federal SLFRF funds must be obligated between March 3, 2021 and December 31, 2024 and expended to cover such obligations by December 31, 2026. What changes should the Commission consider to the performance criteria to meet the December 31, 2024 R.20-09-001 COM/ARD/mph/jnf - 11 - obligation or encumbrance and December 31, 2026 expenditure deadlines? How should the Commission measure the serviceable life of the infrastructure? (Section 6.6 of the Staff Proposal) 10. Information Required from Applicants: Treasury published guidance13 on federal SLFRF subaward (grantee) reporting. What changes should the Commission consider to the Information Required from Applicants or Semi-Annual and Completion Reporting to better capture and provide information pursuant to the Treasury guidance? 11. Provision of voice and other services: The Interim Final Rule considers a connection that can “originate and receive high-quality voice, data, graphics, and video telecommunications.”14 How should the Commission consider Applicants which propose to provide voice service or other services? What is the industry standard approach to providing this service in a safe and reliable manner? 12. Government and Community Support: Applicants must provide letters indicating government or community support. How should the Commission consider the requirement for applicants to address how a proposed application furthers the purpose of a Local Government or Tribal 13 Treasury, Compliance and Reporting Guidance State and Local Fiscal Recovery Funds (June 24, 2021 Version 1.1), available at https://home.treasury.gov/system/files/136/SLFRF-Compliance-and-Reporting- Guidance.pdf 14 Department of the Treasury, Coronavirus State and Local Fiscal Recovery Funds, Interim Final Rule, 86 Fed. Reg. 26805 (May 17, 2021), https://www.govinfo.gov/content/pkg/FR- 2021-05-17/pdf/2021-10283.pdf R.20-09-001 COM/ARD/mph/jnf - 12 - technical assistance grant in project areas for which a grant has been awarded? 13. Ministerial review criteria and cutoff: Section 13 outlines criteria for a project to be eligible for ministerial review. What other criteria or range of funding should the Commission consider? For example, should the project amount for ministerial review be some amount between $10-30 million? How should the per location cost criteria be modified and how should this per location cost be considered? 14. Post-Construction Phase: For what time period should after construction requirements remain in place? How should the Commission consider post-construction requirements and/or reporting for a period of time? What should they be? How long should the Commission require these requirements and why? For example, the current draft includes notification requirements about potential transfers of control for three years. 4. Eligible Areas Consistent with federal rules, the ACR proposes to define eligible areas as locations (households and businesses)15 that lack access to a wireline Internet service connection capable of reliably16 delivering minimum speeds of 25 Mbps download and 3 Mbps upload. 15 The term “business” includes non-residential users of broadband, such as private businesses and institutions that serve the public, such as schools, libraries, healthcare facilities, and public safety organizations. 16 The use of “reliably” in the Interim Final Rule provides significant discretion to assess whether the households and businesses in the area to be served by a project have access to wireline broadband service that can consistently meet the specified thresholds of at least 25Mbps/3Mbps—i.e., to consider the actual experience of current wireline broadband customers that subscribe to services at or above the 25 Mbps/3 Mbps threshold. Whether there is a provider serving the area that advertises or otherwise claims to offer speeds that meet the 25 Mbps download and 3 Mbps upload speed thresholds is not dispositive. R.20-09-001 COM/ARD/mph/jnf - 13 - When making these assessments, applicants may choose to consider any available data, including but not limited to documentation of existing service performance, federal and/or state-collected broadband data, user speed test results, interviews with residents and business owners, and any other information they deem relevant. In evaluating such data, applicants may take into account a variety of factors, including whether users receive service at or above the speed thresholds at all hours of the day, whether factors other than speed such as latency or jitter, or deterioration of the existing connections make the user experience unreliable, and whether the existing service is being delivered by legacy technologies, such as copper telephone lines (typically using Digital Subscriber Line technology) or early versions of cable system technology (DOCSIS 2.0 or earlier). The ACR asks: How should the Commission consider eligible areas? How should underserved areas be defined and considered? What criteria should the Commission use to determine if an area has reliable service? How should the Commission measure what constitutes a significant number of unserved and underserved households? 4.1. Party Positions There is a lack of consensus among parties regarding how the Commission should determine if an area is eligible for FFA grants and how the Commission should interpret federal rules that give it broad discretion. Some parties support the proposed rules in the ACR. Others oppose the proposed rules, or even disagree with federal rules, either the Interim rule or the Final Rule. Many parties recommend revisions to the proposed rules. R.20-09-001 COM/ARD/mph/jnf - 14 - Parties propose several alternative methods by which the Commission should determine if an area is eligible for a FFA grant. AARP, LAEDC, RCRC, and Comcast support relying on the 25/3 Mbps speed threshold. Cal Advocates recommends defining unserved areas as areas without reliable access to Internet service at 25/3 Mbps. TURN, RCRC, and CCTA specifically support a blanket determination that wireline Internet service is reliable. Frederick L. Pilot suggests that all areas lacking last-mile fiber Internet service should be eligible for FFA grants, with the Commission adopting a rebuttable presumption that most areas outside heavily urban locations do not have last-mile fiber. Joint WISPs support relying on the 25/3 Mbps speed threshold to determine eligibility, but also note that the proposal ignores locations with existing fixed wireless service, including Commission-approved CASF projects. Coachella Valley Association of Governments (CVAG) asserts that eligible areas should be defined as those without access to 100 Mbps and that “underserved” areas should be defined as those areas that have less than three service providers that do not provide wireline service at speeds of 100 Mbps. NDC proposes defining “unserved” areas as not having any 25/3 Mbps minimum service available and “underserved” areas as not having affordable 25/3 Mbps minimum service available. SANDAG recommends using a 100/20 Mbps threshold to determine unserved versus underserved areas. UNITE-LA recommends considering underserved areas as areas where a large portion of households that do not have broadband Internet service. In determining eligibility, CforAT asserts the Commission should avoid defining “unserved or underserved” as a specific percentage threshold and should instead evaluate specific areas on a case-by-case basis and consider any available information about delivered speeds that are lower than advertised speeds, R.20-09-001 COM/ARD/mph/jnf - 15 - without setting a statistical mandate on what must be provided. RCRC opposes using separate definitions for unserved and underserved. Joint WISPs recommend defining an area as underserved or unserved only if more than half, and preferably 75 percent or more of the households in the area do not have access to the minimum speeds associated with the definitions of unserved or underserved. NDC recommends the Commission distinguish between “unserved” and “underserved” areas and to not use the terms interchangeably, as done in the IFR. AT&T and CETF support prohibiting FFA grants in areas where an ISP (fixed or mobile) must deploy broadband as part of a merger commitment.17 Cal Advocates, CCTA and Joint WISPs assert that in instances where an application proposes to deploy infrastructure in mostly served areas, the Commission should pro-rate funding so that the FFA grant is mostly funding unserved households. South Valley Internet urges the Commission to allow projects that surround wider area than unserved if it is necessary to make a project more economic. Parties also disagree on how the Commission should determine if existing service is reliable. Borrego Springs Revitalization Committee asserts the Commission must account for reliability when determining if an area is unserved. CforAT argues the Commission should not take ISPs’ claims of service at face value, as some state terms of service in a manner that does not guarantee that service (e.g., speeds delivered up to a specific amount), and instead adopt an expansive definition of what areas are eligible for FFA grants, since the proposed rules allow for parties to object to specific applications. TURN proposes 17 Per Pub. Util. Code §§ 851 and 854, the Commission approves transfers of control of public utilities, including many licensed telecommunications service providers in California. R.20-09-001 COM/ARD/mph/jnf - 16 - reviewing an ISP’s ability to meet service quality standards in GO 133-D to determine reliability. NDC supports using the factors set out in FAQ 6.11, but also advise using customer complaints about outages, slower speeds than advertised, billing and related complaints. Santa Clara County recommends the Commission use retail service reports made by a “primary wireline provider” and exclude all reports by wholesale/secondary wireline providers, including middle mile providers. Joint WISPs oppose measuring reliable service using CalSPEED, asserts the application measures what speed a customer subscribes to, not what is available. LAEDC suggests the Commission establish a forum to collect first-hand experience from residents, as there often is a disconnect between what providers say and customers experience and collect granular data as lack of publicly available data is limiting and prevents decision-making. SBUA proposes monitoring performance metrics, such as System Average Interruption Frequency Index, System Average Interruption Duration Index, and the Momentary Average Interruption Frequency Index, as well as customer-centric indices such Customers Experiencing Long Interruption Durations, Customers Experiencing Multiple Interruptions, Customers Experiencing Multiple Momentary interruptions, and the Customers Experiencing Multiple Sustained Interruptions and Momentary Interruptions Events index provides an overall performance indicator. Comcast, Joint WISPs, Geolinks, and CCTA argue the proposed rules would allocate funds to served areas, at odds with FFA and CASF program goals of building infrastructure to connect households that are truly unserved. San Francisco asserts the proposed eligibility requirements are contrary to Treasury’s guidance and could exclude prematurely areas that deserve support. Comcast also argues that SB 156 does not empower or require the Commission to R.20-09-001 COM/ARD/mph/jnf - 17 - determine reliability of service in specific areas, and the FFA can meet federal guidelines by focusing on whether areas have speeds of 25/3. Comcast also contends that the CASF program does not include staff’s subjective determination of whether an area has “reliable” service and that if this determination is warranted, the Commission should examine RDOF tiers of service for guidance. Comcast asserts SB 156 does not call for a measurement of what constitutes a significant number of unserved and underserved households, but instead requires a proportional distribution of funds based on share of households without broadband access to at least 100 Mbps, and that the definition of “Eligible Project” should be modified to remove the “a significant number of” modifier because SB 156 has no such qualifier for FFA eligibility. CETF strongly disagrees with CCTA’s claims that the Staff Proposal is “biased toward funding ‘served’ households” and constitutes “overbuilding,” noting “as set forth below, that the Staff Proposal definition of an “eligible project” does require “significant” unserved and underserved households to be served in an eligible project. Frontier urges the Commission to not adopt expansive rules addressing eligible areas, and instead focus on applications that will serve either unserved or underserved locations. CVAG recommends determining reliable service using a map of existing infrastructure and the capabilities of it complemented by speed test data and use data on service quality, such as complaints. San Francisco also argues that the Commission should not rely solely on the Broadband Map to determine eligibility, that the Commission should not place the burden on applicants to dispute the Broadband Map, and that applicants should be allowed to R.20-09-001 COM/ARD/mph/jnf - 18 - demonstrate that any areas they are proposing to serve are eligible and to supply any available supporting data. Parties also do not agree on how the Commission should define or measure what constitutes a “significant” number of unserved and underserved households. CVAG recommends determining a “significant” number of unserved and underserved households by measuring the number of households lacking 100 Mbps in relation to a defined geographic area and then choosing a percentage threshold of households in that region that would constitute a “significant” number of unserved and underserved households. Santa Clara County recommends that the Commission consider 10 percent of households in a census tract being unserved as the threshold for significant unserved, as that is slightly lower than the statewide average, and would direct funds to the areas most in need of assistance without unduly restricting the ability of any region to obtain funding. LAEDC opines the Commission should give equal consideration to the percentage of unserved/underserved and total number of households unserved/underserved, which is especially relevant for urban areas where multiple generations of family living in one household, and utilize both a macro and micro analysis of communities to take into account the economic demographics of different populations, including employment levels and median income, to determine the financial challenges contributing to low broadband adoption rates. CETF recommends that a single unserved household is “significant” if that resident or business desires broadband service. RCRC cautions the Commission regarding the effort to define a “significant number” of unserved and underserved households, noting that some areas are unserved because of low population density making cost of service infeasible, and that adding other qualifiers will enable entities to ignore these areas and residents. R.20-09-001 COM/ARD/mph/jnf - 19 - Parties offer additional proposals for Commission consideration. Beyond the 25/3 Mbps speed threshold, SANDAG urges the Commission to consider areas impacted by affordability, age, and people with disabilities, and to be flexible, in defining the speed threshold for served status, as 25/3 Mbps rapidly is becoming obsolete. NCC asserts the eligibility criteria should also include digital equity and economic development, and that FFA funds should support local digital equity efforts and economic development to further broadband goals. The Small LECs ask that prior to awarding a FFA grant within a service area of a Small LECs, that the Commission to reach out to the specific Small LEC company regarding its capital improvement plans to make sure FFA projects will not be overbuilt on soon to be deployed network upgrades by Small LECs. AT&T urges this Commission to utilize the forthcoming FCC broadband map for FFA funding as soon as it is available. CETF suggests the Commission delete the “Low Income Areas” definition, as it is not used anywhere in the Staff Proposal. 4.2. Discussion The Final Rule broadens FFA funding eligibility to broadband Internet infrastructure that is “designed to provide service to households and businesses with an identified need, as determined by the recipient, for such infrastructure[.]”18 This change provides the Commission with significant discretion for developing program eligibility requirements. The Final Rule also encourages recipients “to prioritize projects that are designed to provide service to locations not currently served by a wireline connection that reliably delivers at least 100 Mbps of download speed and 20 Mbps of upload speed, as […] those 18 87 Fed. Reg. 4452 (January 27, 2022). R.20-09-001 COM/ARD/mph/jnf - 20 - without such service constitute hard-to-reach areas in need of subsidized broadband deployment.”19 We adopt the definition of unserved area in the Staff Proposal and add other modifications and guidance that are consistent with the Final Rule. We adopt the presumption that locations lacking access to reliable wireline broadband Internet service are in need of this service. While we do not adopt the proposal that only Internet service offered with fiber infrastructure be deemed reliable, the Commission adopts a rebuttable presumption that legacy networks cannot provide reliable Internet service at speeds of 25Mbps download and 3 Mbps upload. Specifically, areas with Internet service provided only by legacy technologies such as copper telephone lines (typically using Digital Subscriber Line technology) or older versions of cable system technology (DOCSIS 2.0 or earlier) are eligible for funding. ISPs and other interested individuals wishing to rebut this presumption must demonstrate that all locations have access to speeds of at least 25 Mbps download and 3 Mbps upload. Speed tests from terminals, cabinets and at other locations that are not end users are not sufficient. Our determination of what wireline technologies offer reliable service is consistent with the Final Rule, which found that these legacy technologies typically lag on speeds, latency, and other factors, as compared to more modern technologies like fiber. We also adopt the proposed rule that applicants may provide data that contests the reliability of non-legacy wireline providers that claim to provide served speeds. Applications contesting the reliability of an area identified as 19 87 Fed. Reg. 4420 (January 27, 2022). R.20-09-001 COM/ARD/mph/jnf - 21 - being served will be reviewed by CD Staff and considered by the Commission’s Resolution process. In response to CETF’s recommendation, we remove “low-income areas” from the definitions section of the proposed rules since we are not using that term as part of our rules. The Final Rule departs significantly from the Interim Rule. The Final Rule focuses on “need” in determining whether an area is not served, instead of solely determining speed served status by relying of speed thresholds; it also encourages a different speed threshold, as well introducing the concept of gap networks, among other items. In the interest of adopting FFA rules expeditiously, and thereby accepting grant applications sooner, the Commission adopts these rules on an interim basis. We anticipate developing the record further, so as to address the new concepts and higher speed thresholds adopted in the Final Rule. 5. Project Identification and Prioritization The ACR proposes a process where the Commission identifies priority proposed project areas and initiates a round of grant-making through public announcements. Under the proposal, CD Staff will publish proposed project areas that are coordinated with the Commission’s obligation to assist in preparing definitive plans for deploying necessary infrastructure in each county, including coordination across contiguous counties. The proposed project areas will be developed on a county-by-county basis while accounting for projects that may not fall strictly within county lines. Proposed projects will endeavor to ensure that all unserved communities are served. Potential applicants will have an opportunity to propose adding or R.20-09-001 COM/ARD/mph/jnf - 22 - subtracting from the proposed project area consistent with the eligible area requirements. The ACR also requests comment on what information CD Staff should take into consideration in developing these priority areas; whether the proposed Application Objection process balances the need to ensure a fair process for an Internet service provider asserting it already serves a proposed priority project area, with the need to award grants in an expeditious manner; and whether parties propose additional or different criteria. 5.1. Party Positions Parties disagree both over whether the Commission should adopt the proposed prioritization process, or even if it should adopt priorities. AT&T in general supports the proposed process for identifying priority project areas, though both it and CETF recommend the Commission identify projects on a countywide basis and prioritize the counties with the most unserved and underserved locations by issuing Requests for Partnerships or Requests for Proposals for specific unserved locations. AT&T and CCBC support the Commission publicly releasing the data used to determine priority areas. TURN contends the Commission should not solely rely on the proposed Ministerial Review to develop priority projects and instead use information received in this proceeding and related proceedings to narrow locations to priority areas. CCTA and Comcast oppose the proposed prioritization process, arguing it would create an eligibility standard that differs from the 25 Mbps download and 3 Mbps upload unserved standard adopted for the separate Broadband R.20-09-001 COM/ARD/mph/jnf - 23 - Infrastructure Grant Account.20 Comcast argues that if CD Staff will be determining priority areas, the Commission should clarify that unserved and underserved will be prioritized. Frontier also does not support the Commission identifying priority areas, arguing that there is not enough time to undertake the task. Instead, Frontier asserts the Commission should evaluate every proposal addressing if the areas are unserved or underserved for consistency with federal requirements. AARP, CforAT, SBUA, SCAG, UNITE-LA, Cal Advocates, Los Angeles County, Santa Clara County, and Coachella Valley Association of Governments all offer different metrics and terminologies that lead to prioritization of historically unserved or underserved communities,21 with the focus on characteristics or demographics like lower-income census tracts, racial indicators, rural and Tribal lands, areas prone to natural disasters, communities with high concentration of at-risk youth/students or seniors, where residents have higher risks of poor health. Cal Advocates recommends prioritizing “marginalized communities,” a specific term that includes tribal areas, Environmental and Social Justice (ESJ) communities based on Cal Enviroscreen scores, areas classified as “C - Definitely Declining or “D - Hazardous” according to Homeowner’s Loan Corporation maps, and low-income areas, as defined in the 20 For clarity, Pub. Util. Code § 281 (b)(1)(B)(ii) reads, in part “For purposes of the Broadband Infrastructure Grant Account, both of the following definitions apply:… ‘unserved area’ means an area for which there is no facility-based broadband provider offering at least one tier of broadband service at speeds of at least 25 Mbps downstream, 3 Mbps upstream, and a latency that is sufficiently low to allow real-time interactive applications, considering updated federal and state broadband mapping data.” 21 For clarification, we use the term “historically unserved or underserved” in this context to distinguish from the definitions of unserved and underserved that define FFA grant eligibility (or CASF Infrastructure grant eligibility). R.20-09-001 COM/ARD/mph/jnf - 24 - FFA Staff Proposal. Cal Advocates also recommends prioritizing projects in areas without access to Internet service at speeds of 10/1 Mbps. AT&T does not support these proposals, asserting that a formula that requires analyses of income, demographics, or environmental characteristics will add complexity and uncertainty to the grant-making process. Frederick L. Pilot recommends prioritizing areas lacking 25/3 Mbps and those that rely primarily on wireless service. LCB Communications and South Valley Internet encourage prioritizing counties with unserved areas before underserved areas. NDC and AT&T contend the prioritization should focus first on connecting residential households, then anchor institutions over retail or commercial businesses. SBUA suggests the Commission consider the needs of small businesses, diverse businesses, tribal areas, and underserved populations in counties with high unserved households. CVAG recommends prioritizing areas based on access to middle mile projects that can facilitate last mile and by reduce costs, unserved/underserved areas that have secured funds for last mile connections, areas with shovel ready projects can help meet strict federal spending guidelines. SBUA supports including counties where 33 percent or more have insufficient access to middle mile. San Francisco, LAEDC, and SANDAG ask the Commission to work closely with communities to identify priority areas, including working with local governments, as well as other groups like and CASF Consortia. SCAG recommends the Commission work with Caltrans, CTCs, MPOs, local agencies and ISPs for additional data and input, due to lack of granular data. AARP suggests including adoption data into the determination of whether an area if served. LAEDC recommends using the most recent and granular broadband R.20-09-001 COM/ARD/mph/jnf - 25 - availability data for counties, as well as user speed tests, and interviews with residents and businesses. 5.2. Discussion The Commission adopts the Staff Proposal with clarifications of how priority areas are defined and identified. “Priority Area” means an area with a high density of unserved locations, analyzed on a county basis, that makes a substantial contribution to meeting the state’s broadband deployment objectives, as identified by CD Staff. A grant applicant may add or subtract to priority areas, which will be verified by the CD Staff. The priority areas will be coordinated with the Commission’s obligation to assist in preparing definitive plans for deploying necessary infrastructure in each county, including coordination across contiguous counties. CD Staff will publish the priority areas, which are a subset of the eligible unserved areas, on the Commission website. This publication will include details such as median household income, disadvantaged community status, and other measures of broadband need and digital equity. Consideration of disadvantaged communities in scoring as discussed later on in this decision. CD Staff will provide notice that the priority areas have been published, at a minimum, on the service list for this proceeding, the service list for the CASF proceeding,22 and the CASF Distribution List that CD Staff maintains. CD Staff may update the priority areas as other broadband data becomes available. 6. IOU Fiber Pilots A key portion of this proceeding prior to the enactment of SB 156 involved examining whether there is a role for the electric Investor-Owned Utilities (IOUs) 22 R. 20-08-021. R.20-09-001 COM/ARD/mph/jnf - 26 - in deploying broadband Internet access service. This included the IOUs organizing a workshop and presenting project ideas. The ACR request comments on the following questions: How can the FFA be utilized to achieve this objective? Should the IOU Fiber Pilots in Phase II be moved into Phase III? How should the Commission consider changes to add flexibility to the rules to facilitate applicants from multiple entities such as partnerships between multiple last mile providers or a middle mile applicant such as an IOU and a last mile provider? How should the Commission consider or identify IOU rights-of-way that would enable last mile connections and work to fund or effectuate deployment in those IOU rights of way even without an IOU and last mile provider partnership? 6.1. Party Positions Parties offer a number of competing positions on the IOU Fiber Pilots. Frederick L Pilot recommends that if IOUs wish to be wholesale network operators, then the Commission should adopt rules to facilitate that, while also encouraging the IOUs to partner with public entities. SBUA supports using FFA funding to leverage the electric IOUs’ in-depth expertise in developing “reliable and cost-effective network grids which connect last-mile circuits to the backbone network” their “extensive rights-of-way and experience working within regulatory requirements and local permitting and related requirements, and their expertise in marketing, provisioning, delivering, billing, and offering customer support to their ratepayers.” CforAT, SDG&E, and RCRC support moving the IOU Fiber Pilots to a separate phase of this proceeding, to allow more time to create viable projects. R.20-09-001 COM/ARD/mph/jnf - 27 - AT&T notes that the voluntary sharing of assets could be facilitated by revising the Commission’s processes related to Pub. Util. Code § 851. CWA asserts that telecommunications service providers are best equipped and experienced to build and maintain broadband networks, not IOUs, as the IOUs must focus on preventing wildfires and have little interest in deploying broadband. SANDAG proposes that the Commission become a clearinghouse to help collect and share data that could inform broadband investments and facilitate partnerships between last mile, middle mile, and IOU partners. CETF notes that, at a workshop during Phase I of this proceeding, the IOUs presented some information about areas where they have available dark fiber and recommends that this information be made accessible to potential middle-mile providers and CENIC. CETF also suggests that Staff should contact a designated IOU contact that serves a specific community to discuss whether the IOU may have facilities to help bring middle mile facilities to the community. SCE asserts that ISPs should only be permitted access to IOU rights-of-way after the Commission makes a determination on eligibility under the Commission’s ROW rules, as ISPs are not currently eligible, arguing that it would be unfair to allow them nondiscriminatory access without first vetting them. If the Commission determines ISPs should have nondiscriminatory access, they should request access via Pole License Agreements, similar to how CLECs, CMRS, and similar telecommunications services providers currently operate. SDG&E supports using FFA funds to enable ISPs to partner with utilities to address service gaps, though SDG&E asserts that telecommunications providers wanting to use SDG&E facilities for last-mile broadband Internet service, via joint trenching or pole attachment, would be required to obtain their own land R.20-09-001 COM/ARD/mph/jnf - 28 - rights and the Commission cannot authorize a utility to do more than what their land rights allow under the law and cannot grant land rights to third parties to IOU electric infrastructure. Verizon recommends the Commission require the IOUs to provide access to their streetlight poles at regulated approved rates, which will ensure that last mile projects are built without substantial delays at a reasonable cost. 6.2. Discussion At this time, we decline to adopt specific requirements regarding the IOU Fiber Pilots. As discussed in the Eligible Entities section, we adopt rules making the IOUs eligible for FFA grants.23 It is possible that some of the proposals the IOUs have worked on as part of this proceeding may be eligible for FFA funds. We encourage the IOUs to enter into partnerships to deploy broadband infrastructure and assist applicants with the deployment of broadband networks using utility support structures. We may still examine other ways to leverage IOU fiber as part of another decision or phase of this proceeding. 7. Apportionment of Funds On November 10, 2021, the assigned ALJ issued a ruling requiring comments on the apportionment of funds for the FFA. Pub. Util. Code §§281(n) (3)(A) and 281(n) (3)(B) respectively direct this Commission to spend $2 billion on broadband Internet infrastructure projects, with $1 billion allocated to projects urban counties and $1 billion allocated to projects in rural counties. The Commission initially must allocate $5 million for projects in each county and then allocate the remaining funds in the respective urban or rural allocation, based on each county’s proportionate share of households without access to 23 Although IOUs are eligible for FFA grants, this decision does not change other rules outside the scope of this proceeding that may impact an IOU’s ability to participate. R.20-09-001 COM/ARD/mph/jnf - 29 - broadband Internet access service speeds of at least 100 megabits per second download. Because the Legislature largely left this determination to the Commission, and various federal and state agencies use different definitions and/or methodologies to determine whether a county or another geographic area is “rural” or “urban,” the November 10, 2021 assigned ALJ ruling includes three different options for parties to comment on, as well as a request to propose alternatives. The ruling proposed to define rural and urban in a manner similar to how the federal Office of Management and Budget (OMB), with “urban” counties being the same as “metropolitan” counties and “rural” counties the same as “nonmetropolitan” counties. Two additional options include relying on the U.S. Census Bureau’s determinations and one where individual counties self-identify as rural, as is the case with the membership of the Rural County Representatives of California (RCRC), an association representing California’s small, rural counties that includes 37 member counties. 7.1. Party Positions Parties disagree on whether the Commission should adopt the three methods contained in the assigned ALJ ruling. Several parties offered alternative proposals. Additionally, some parties modified their positions during reply comments. In their opening comments the following four parties express support for using the OMB method: County of Mendocino, NDC, North Bay/North Coast Broadband Consortia (NBNCBC), and UCAN. CCTA and the Small LECs support using U.S. Census Bureau designations. Nine parties support designating rural counties as those that have self-identified through their membership in RCRC: County of Los Angeles, Santa Clara, Frederick L. Pilot, R.20-09-001 COM/ARD/mph/jnf - 30 - LAEDC, #OaklandUndivided Coalition, SANDAG, SBUA, SCAG, and UNITE-LA. Five parties propose alternatives: CETF, Santa Clara, Frederick L. Pilot, RCRC, and TURN. CETF discusses the defects of relying on each of the alternatives in the ruling. CETF asserts that while government programs typically choose to utilize the OMB or U.S. Census Bureau definitions, those definitions do not address the actual issues that result in lack of broadband, such as geographic challenges (terrain, geography), lack of middle-mile or Internet Point of Presence facilities, lack of electricity, extreme poverty, a large percentage of low-income households on the outlying county. Relying on RCRC membership reduces the amount of money available to the most rural and remote counties, with sparse populations and little middle-mile facilities, or with persistent poverty and economic challenges. CETF recommends that counties with the highest number of unserved and underserved households at speeds of 100 Mbps download, with significant socioeconomic factors indicating high poverty and unemployment, or a stagnant economy, with a high average cost of construction to reach unserved households, should be deemed “rural” and thus be apportioned additional funding. RCRC identifies flaws with each method contained in the ruling, including arguments that the U.S. Census methodology is based on outdated population data to determine areas that meet “rural” and “urban” definitions, that relying on RCRC membership results in vastly disparate funding allocations across the rural counties, disadvantaging the 21 most rural and least populated jurisdictions, and that the OMB method creates a similarly inequitable outcome for those 16 more populated rural counties that would need to compete with exponentially larger and more resourced urban counties. RCRC proposes a R.20-09-001 COM/ARD/mph/jnf - 31 - hybrid method that uses the definition of “rural” as set forth in the OMB model, which allocates $1 billion to those 21 described “rural” counties, and then divides the 37 remaining counties in the “urban” category into 16 “small urban counties” and 21 “large urban counties.” The “small urban” and “large urban” categories would receive pro-rata allocations of the $1 billion in funding based on the number of counties in the group. The “small urban” group would receive 16/37th of the total, $432,432,432, and the “large urban” group would receive 21/37th of the total, $567,567,567. TURN recommends against using any of the three methods contained in the ruling, arguing that all three rely on a single metric and, as such, are flawed. Instead, TURN recommends using those methods in conjunction with other methodologies to foster equity in dividing FFA funds. TURN reviewed seven different methodologies to create its proposed method of classification, concluding: Six of these methodologies had complete consensus regarding 41 of the 58 California county designations. TURN recommends the Commission adopted the consensus designation for these counties as urban or rural, which leaves  17 counties that did not have complete consensus. However, of these 17 remaining counties, eleven counties would have had complete consensus across the six methodologies but for the Rural Counties Representatives of California Membership Methodology. TURN recommends the Commission adopt the near complete consensus designations for these eleven counties, leaving only six counties left to be designated. For each of these six counties, their unserved residents primarily reside in rural areas of each county. Therefore, TURN R.20-09-001 COM/ARD/mph/jnf - 32 - recommends these last six counties be considered rural for the purposes of the Federal Funding Account.24 NBNCBC urges the Commission to use a methodology that prioritizes serving unserved and underserved areas with the least access, that reflects the use of a tiered system based on current broadband availability in each county and the number of households required to reach 98 percent served. A tiered system could be used. In addition, NBNCBC suggests the Commission base the analysis or methodology on data that is more accurate, by measuring broadband availability at a granular level, such as by household or similar metrics. NBNCBC further suggests the Commission should consider the alignment of the state’s open access middle-mile network deployment plans with the Federal Funding apportionment to ensure both initiatives are successful and supplement each other. In their reply comments, San Francisco and Cal Advocates also express support for using the method where counties have self-identified. SBUA supports CETF’s proposed alternative. CCBC and RCRC support the RCRC hybrid alternative. NDC, TURN, and UCAN support TURN’s proposal. AT&T urges the Commission to refrain from imposing caps on the size of grants on a county basis. 7.2. Discussion Instead of adopting any of the options for determining which counties are rural and which are urban put forward in the assigned ALJ ruling, we adopt 24 The seven methodologies come from the United States Census Bureau, the White House Office of Management and Budget, the United States Department of Agriculture, the United States Department of Health and Human Services, the Pew Research Center, the California State Association of Counties, and the Rural County Representatives of California. R.20-09-001 COM/ARD/mph/jnf - 33 - TURN’s proposal, as it is the most rigorous, and attempts to arrive at a consensus by relying on seven different approaches, instead of one. The TURN proposal appropriately balances the two most significant competing realities of broadband Internet infrastructure: rural areas typically have higher constructions costs -- due to more rugged terrain, poles with greater failure rates, and lower population density -- while urban areas have the highest number of unserved households.25 Table 1. Rural County Allocations Rural Counties (27) Population Unserved County Allocation = $5 million + $5,419.76554 per unserved resident26 1 367 Alpine $6,989,053.95 2 9,632 Amador $57,203,181.68 3 4,761 Calaveras $30,803,503.74 4 4,419 Colusa $28,949,943.92 5 976 Del Norte $10,289,691.17 6 19,716 El Dorado $111,856,097.39 7 3,704 Glenn $25,074,811.56 8 10,063 Humboldt $59,539,100.63 9 1,517 Inyo $13,221,784.32 10 6,031 Kings $37,686,605.97 11 4,324 Lake $28,435,066.19 12 3,673 Lassen $24,906,798.83 13 11,362 Madera $66,579,376.07 14 6,613 Mariposa $40,840,909.52 15 9,674 Mendocino $57,430,811.83 16 3,493 Modoc $23,931,241.03 17 1,033 Mono $10,598,617.80 25 According to data as of December 31, 2019, Los Angeles County and Orange County have 60,752 and 53,039 unserved households without access to speeds of 100 Mbps respectively. 26 Allocation per unserved resident = ($1B – [($5M/county)x(27 counties)])/(159,601 unserved residents). R.20-09-001 COM/ARD/mph/jnf - 34 - 18 12,891 Nevada $74,866,197.58 19 6,879 Plumas $42,282,567.15 20 1,003 San Benito $10,436,024.84 21 1,385 Sierra $12,506,375.27 22 7,526 Siskiyou $45,789,155.45 23 2,841 Sutter $20,397,553.90 24 12,879 Tehama $74,801,160.39 25 4,551 Trinity $29,665,352.97 26 1,946 Tuolumne $15,546,863.74 27 6,342 Yuba $39,372,153.05 TOTAL 159,601 $999,999,999.95 Table 2. Urban County Allocations Urban Counties (31) Population Unserved County Allocation = $5 million + $1,640.37218 per unserved resident27 1 11,898 Alameda $24,517,148.20 2 8,657 Butte $19,200,701.96 3 6,772 Contra Costa $16,108,600.40 4 34,236 Fresno $61,159,781.95 5 5,458 Imperial $13,953,151.36 6 16,038 Kern $31,308,289.02 7 60,752 Los Angeles $104,655,890.68 8 3,987 Marin $11,540,163.88 9 13,571 Merced $27,261,490.85 10 7,484 Monterey $17,276,545.40 11 3,478 Napa $10,705,214.44 12 53,039 Orange $92,003,700.06 13 15,397 Placer $30,256,810.46 14 27,820 Riverside $50,635,154.05 15 20,552 Sacramento $38,712,929.04 16 33,335 San Bernardino $59,681,806.62 17 46,512 San Diego $81,296,990.84 27 Allocation per unserved resident = ($1B – [($5M/county)x(31 counties)])/(515,127 unserved residents). R.20-09-001 COM/ARD/mph/jnf - 35 - 18 3,288 San Francisco $10,393,543.73 19 14,896 San Joaquin $29,434,983.99 20 10,575 San Luis Obispo $22,346,935.80 21 3,307 San Mateo $10,424,710.80 22 6,627 Santa Barbara $15,870,746.44 23 18,907 Santa Clara $36,014,516.81 24 3,245 Santa Cruz $10,323,007.72 25 16,729 Shasta $32,441,786.20 26 7,320 Solano $17,007,524.36 27 8,677 Sonoma $19,233,509.41 28 12,407 Stanislaus $25,352,097.64 29 24,463 Tulare $45,128,424.64 30 9,365 Ventura $20,362,085.47 31 6,335 Yolo $15,391,757.76 TOTAL 515,127 $999,999,999.97 8. Application Evaluation Criteria Consistent with federal rules, the ACR proposed that approved projects must deliver, upon project completion, service that reliably meets or exceeds symmetrical upload and download speeds of 100 Mbps.28 The ACR also proposes the following evaluation criteria for project applications: 10 points for applications with matching funds; 10 points for applications proposing fiber optic infrastructure; 28 There may be instances in which it would not be practicable for a project to deliver such service speeds because of the geography, topography, or excessive costs associated with such a project. In these instances, the affected project would be expected to deliver, upon project completion, service that reliably meets or exceeds 100 Mbps download and between at least 20 Mbps and 100 Mbps upload speeds and be scalable to a minimum of 100 Mbps symmetrical for download and upload speeds. R.20-09-001 COM/ARD/mph/jnf - 36 - 10 points for an application proposing to build a broadband network owned, operated by, or affiliated with local governments, non- profits, Tribe, and cooperatives; 10 points for applications that integrate two or more affordability options (e.g., affordable offer, low-income plan, California LifeLine, federal Lifeline, and/or the Emergency Broadband Benefit or its successor);29 40 points for an application proposing to serve an area identified by the Commission’s Communications Division;30 10 points for applications that demonstrates the financial, technical, and operational capacity to execute the project successfully and complete on time; and 10 points for applications that demonstrate a well-planned project with a reasonable budget that shows it will deliver speeds and service proposed and be sufficiently robust to meet increasing demand for bandwidth will receive credit. The Commission reserves the right to reject any application and determine the terms of a grant award, including the award amount, with the selected applicant prior to offering the grant. If negotiations cannot be concluded successfully with an applicant, as determined solely by the Commission, the Commission may withdraw its award offer. 8.1. Party Positions Parties propose a number of changes to the evaluation criteria. CENIC notes the proposed evaluation criteria do not indicate how point values will be awarded to applicants and appear to award points on an all or nothing basis. 29 Interim Rule, 86 Fed. Reg. 26786, 26806. 30 Pub. Util. Code § 281 (b)(5)(C). See also, Coronavirus State and Local Fiscal Recovery Funds, Federal Register Volume 86, No. 93, Page 26804 (May 17, 2021). R.20-09-001 COM/ARD/mph/jnf - 37 - GeoLink, Joint WISPs, and Verizon support eliminating the 10-point preference for fiber. Verizon supports reducing or eliminating the 10-point preference provided to partnerships with local government, Tribes, nonprofit entities, and cooperatives, asserting that the Commission should grant preference or credits based on a track record of successful broadband deployment, on entities proven ability to construct and manage broadband infrastructure. While TURN supports providing funding criteria for these partnerships, TURN urges the Commission be cautious about expending significant time or resources to try to incentivize private providers to participate in this realm and should closely review the proposed partnership to ensure that the public agency is a true partner in the project. LAEDC and TURN oppose requiring applicants find matching or additional funds for FFA projects, as these may preclude smaller, but nonetheless vital projects. Cal Advocates and RCRC support awarding additional points to proposed projects in areas without access to broadband Internet service at speeds of 10/1 Mbps, and to applications proposing to serve marginalized communities. RCRC further suggests prioritizing areas lacking sufficient mobile wireless coverage as these areas typically prone to natural disasters. GeoLinks proposes making additional points available for applicants that leverage federal funding from other grant programs. Greenlining Institute recommends increasing the number of points offered for affordability from up to ten points to up to 15. SANDAG suggests the Commission add additional credit or weight for the affordability requirement to ensure affordable options are thoughtfully integrated. Until such time as the Commission revises LifeLine to include broadband Internet service plans, Cal Advocates proposes that the Commission award FFA applicants for participation R.20-09-001 COM/ARD/mph/jnf - 38 - in LifeLine and up to ten points for offering two or more affordable options including Lifeline and EBB. San Francisco proposes the Commission award additional points to projects owned or operated by local government or non- profits, as these entities have a longer-term perspective than private companies, with more points for local governments over non-profits. CWA asserts the Commission should not give municipal broadband Internet networks preferential treatment. Rather, CWA argues that, with greater oversight and accountability, private companies are best for network deployment, having economies of scale and skilled workforces, while municipal and nonprofit broadband Internet network builds are not scalable, and often work best in small localities that own and operate an electric utility. CWA concedes, however, that public-private partnerships are a fast and efficient manner to deploy fiber to the home. CCTA asserts that, as drafted, the Staff Proposal does not indicate how the proposed point system would be used and that some of the proposed criteria are basic application requirements. CCTA proposes an evaluation process that is only used when either: 1) there are competing applications for the same proposed project area, or 2) the total amount of funds requested in applications exceeds available funds. CCTA contends its proposed process would prioritize proposed projects that will connect the greater number of unserved households in a consortia region that has not met the 98 percent goal; proposed projects that will connect the greater number of unserved households that have no service or very slow service; proposed projects that are located in an urban county or rural county with a greater proportion, compared to other urban or rural counties respectively, of households without access to broadband internet access service R.20-09-001 COM/ARD/mph/jnf - 39 - with at least 100 Mbps download speed; and proposed projects that will provide the greater percentage of matching funds. CCBC recommends the Commission focus more explicitly on reviewing applications in six months. Frederick L Pilot and SANDAG propose that the Commission prioritize last mile projects that leverage the state-owned middle mile infrastructure or give those applications additional credit. 8.2. Discussion We adopt the evaluation criteria in the Staff Proposal with modifications. To begin, we revise the point totals to reflect that applicants may receive up to the amount specified. We decline to eliminate the proposal to award up to 10 points for applicants that propose to offer Internet service using fiber. The Final Rule explicitly encourages fiber projects. Awarding 10 points to fiber projects aligns with that goal. We modify the 10 points provided for offering affordable plans or participating in low-income subsidy programs to reflect updated guidance from the Treasury in the Final Rule. In an effort to incent local governments to participate in this program, we also increase the amount of points available for broadband networks operated by municipalities, Tribes, non-profits and cooperatives and reduce the amount for priority projects identified by the Commission’s Communications Division by 10 points. We also add two incentives for applicants to offer longer-term pricing commitments and affordable plans. The evaluation criteria for project applications, as modified, are: Up to 10 points for applications with matching funds; R.20-09-001 COM/ARD/mph/jnf - 40 - Up to 10 points for applications proposing fiber optic infrastructure; Up to 20 points for an application proposing to build a broadband network owned, operated by, or affiliated with local governments, non- profits, Tribe, and cooperatives; Up to 10 points for applications that integrate the California LifeLine or federal Lifeline program;31 Up to 10 points for applications that include pricing commitments for 10 years, including Consumer Price Index adjustments; Up to 20 points for applications to include one plan offering speeds of at least 50 Mbps download AND 20 Mbps upload for no more than $40 per month, including Consumer Price Index adjustments; Up to 20 points for an application proposing to serve an area identified by the Commission’s Communications Division;32 Up to 10 points for applications that demonstrate the financial, technical, and operational capacity to execute the project successfully and complete it on time; Up to 10 points for applications that demonstrate a well- planned project with a reasonable budget that shows it will deliver speeds and service proposed and be sufficiently robust to meet increasing demand for bandwidth; and Up to 10 points for applications that propose to leverage the statewide open-access middle mile network, unless not in reasonable proximity to the network. 31 Interim Rule, 86 Fed. Reg. 26786, 26806. 32 Public Utilities Code § 281 (b)(5)(C). See also, Coronavirus State and Local Fiscal Recovery Funds, Federal Register Volume 86, No. 93, Page 26804 (May 17, 2021). R.20-09-001 COM/ARD/mph/jnf - 41 - 9. Leveraging Other Funds The ACR requests comments on how the FFA can best coordinate and leverage other broadband infrastructure funds. 9.1. Party Positions Parties do not agree on how, or necessarily even if, FFA rules should leverage other broadband infrastructure funds. CforAT, SANDAG and CVAG support leveraging state and federal funds to connect the largest number of households possible. CVAG recommends the Commission prioritize projects that have secured funds for last mile connections. AT&T supports allowing matching funds for FFA grants provided an ISP is not able to “double dip” and receive funding from two programs to deploy the same service in the same area. SBUA supports leveraging grant programs that target digital equity and economic benefits for low-income, unserved, underserved, disadvantaged customers, including small and diversified businesses, such as the federal Small Business Administration and California’s and Governor’s Office of Business and Economic Development programs, though FFA applicants should use these programs before FFA when applicable. SCAG encourages coordination with the California Department of Housing (HCD) and the United States Department of Housing and Urban Development (HUD). LAEDC recommends coordination between local and state agencies, as well as CASF regional consortia. SCAG recommends partnerships with other agencies, private sector, and non-profits that can assist in the application process, including metropolitan planning organizations like SCAG. NCC and TURN support the Commission facilitating information sharing on FFA and other programs. R.20-09-001 COM/ARD/mph/jnf - 42 - SDG&E encourages the leveraging of existing infrastructure, including through joint trenching agreements. The Small LECs assert that projects awarded under FFA should not compete with projects granted from other Commission-related programs, or other new grant programs contemplated by SB 156, and that projects under the FFA program should be prioritized because the funding is available for a short period of time. CCTA, Comcast, and Frontier recommend that FFA rules should align, to the extent possible, with the existing CASF Infrastructure Grant rules, to encourage program participation and increase efficiency, though Frontier asks the Commission to not prioritize applications based on percentage of matched funding the applicant proposes. Instead of leveraging federal and state funds, Comcast also appears to suggest the Commission devise program rules for line extension to unserved areas that are consistent with the FFA program and the CASF program. 9.2. Discussion The Final Rule provides additional guidance for the Commission on how to address instances in which existing funds from other broadband infrastructure programs have been allocated to improve service in a proposed project area: to the extent recipients are considering deploying broadband to locations where there are existing enforceable federal or state funding commitments for reliable service at speeds of at least 100 Mbps download speed and 20 Mbps upload speed, recipients must ensure that SLFRF funds are designed to address an identified need for additional broadband investment that is not met by existing federal or state funding commitments. Recipients must also ensure that SLFRF funds R.20-09-001 COM/ARD/mph/jnf - 43 - will not be used for costs that will be reimbursed by the other federal or state funding streams.33 Consistent with the Final Rule, grant applications that propose to combine FFA funds with funds from a separate broadband infrastructure grant program will be permitted. Applicants must detail how these funds address an identified need for additional broadband investment that is not met by existing federal or state funding commitments. Applicants must itemize project costs, detail how funds will not be used for costs that will be reimbursed by the other federal or state funding streams and explain the public benefit that additional funds will provide. This will help prevent duplication of funding and help meet the requirement in the Final Rule that SLFRF funds are being used to address a need in the area and will not cover the same costs reimbursed by other grants. Applications seeking to leverage additional funds are not eligible for ministerial review and must be approved by the Commission by resolution. Locations with existing enforceable federal or state funding commitments to deploy reliable wireline service at speeds of at least 100 Mbps download speed and 20 Mbps upload speed will not be included in the locations Communications Division identifies as being eligible for funding. These commitments must be public and demonstrable. If a grant application proposes to serve locations with an enforceable commitment, the grant must be approved by Commission Resolution. 10. Eligible Entities The ACR proposes the following entities as eligible recipients of a FFA grant: 33 87 Fed. Reg. 4422 (January 27, 2022). R.20-09-001 COM/ARD/mph/jnf - 44 - Entities with a Certificate of Public Convenience and Necessity (CPCN) that qualify as a “telephone corporation” as defined under Public Utilities (Pub. Util.) Code section 234; or Non-telephone corporations that are facilities-based broadband service providers; or Local governmental agencies; or Electric utilities; or Tribes.34 The ACR also asks for recommendations regarding what information the Commission should consider in the rules to allow flexibility to enable partnerships between entities and providers, including public entities and one or more broadband Internet service providers. 10.1. Party Positions AT&T supports enabling partnerships between entities and providers as an effective mechanism to achieve the program goals. NCC recommends defining eligible entities in broad terms to include a range of innovative approaches that communities may use to improve connectivity. CCTA urges the Commission to adopt the same approach as the existing CASF Infrastructure Grant Account, which allow any entity, including a public agency, to apply for a grant upon a showing of being technically, economically, and operationally qualified and otherwise complying with program requirements, and permits partnerships as long as one member of the partnership is the designated lead 34 On April 6, 2018, a Tribal Consultation Policy was formally adopted by the California Public Utilities Commission (Commission). The Commission’s Tribal Consultation Policy defines “California Native American tribe” as a Native American Tribe located in California that is on the contact list maintained by the Native American Heritage Commission for the purposes of Chapter 905 of the Statutes of 2004. (See Public Resources Code Section 21073.) California Native American Tribes include both federally recognized and non-federally recognized Tribes. R.20-09-001 COM/ARD/mph/jnf - 45 - party that meets application requirements and signs the consent form agreeing to be accountable for compliance with all terms of the grant. RCRC supports creating alternative rules for municipalities and tribal governments creating open access last mile networks. SBUA also supports encouraging public-private partnerships, though the organization cautions that public-private partnerships can lead to challenges when the private entity is granted public right of way (ROW). To avoid this, the CPUC should not grant public ROW to other last mile providers which are not also provided to utilities with the same ROW and special conditions. SANDAG urges the Commission to expand eligibility to metropolitan planning organizations (like SANDAG and SCAG), regional transportation planning agencies, broadband consortia, as well as educational institutions, community-based organizations or cooperatives that may want funding to partner with an ISP. CETF and UNITE-LA propose expanding eligibility to anchor institutions, such as school districts, library systems and rural telehealth providers or their consortiums, as well as nonprofit organizations dedicated to providing broadband Internet access service to an unserved or underserved community. SDG&E supports the proposal to include utilities as eligible entities for FFA grants, especially so the companies may partner with other stakeholders to leverage existing and future utility infrastructure. SDG&E also recommends the Commission expand eligibility to allow for multiple grant recipients to partner with last-mile providers. Frederick L. Pilot proposes the Commission adopt rules that facilitate IOUs wishing to be wholesale network operators offering dark fiber services to retail service providers. Several parties, including Geolinks, Joint WISPs, CETF, Santa Clara County, CETF, and Verizon urge the Commission to consider wireless service R.20-09-001 COM/ARD/mph/jnf - 46 - providers that use new spectrum to deliver Internet access through Citizens Broadband Radio Service (CBRS) and satellite, asserting that the Interim Final Rule does not limit FFA projects to fiber. Joint WISPs also recommend that the proposed rules be updated prior to the Commission adopting them in the event the interim SLFRF rule is updated, or that the rules only apply to funds made available through SB 156 and ARPA, as future funding from the State or Federal government may have different requirements. Frederick L Pilot supports the Commission adopting rules that encourage public entities as wholesale network operators, given the traditional role of public entities as owners and operators of critical infrastructure and the 30–50-year life of fiber infrastructure that supports ownership stable public entities can provide. NCC suggests the Commission could defer to municipalities and provide local leaders with policy mechanisms and educational tools needed to hold providers accountable for commitments made during the funding application process, including model contracts, peer-to-peer collaboration, and enforcement from the Commission could provide important balance that also maintains ample room for innovation. RCRC opposes requiring entities that do not hold CPCNs provide a letter of credit, asserting that it will add costs and discourage public entities from building networks, and that municipalities can demonstrate fiscal responsibility by other means, as it is rare for them to go bankrupt but private entities do so regularly. 10.2. Discussion We revise the list of eligible entities to include non-profits and cooperatives in response to parties’ comments. This enables flexibility in the type of partnerships and is consistent with the “Type of Partnership” criterion under Evaluation of Applications section of the Staff Proposal. R.20-09-001 COM/ARD/mph/jnf - 47 - The Commission encourages partnerships between various organizations to build out capacity for broadband infrastructure deployment, though the Commission also must balance that with the need to ensure accountability for program funds. Designating the member of a partnership that will be deploying the broadband infrastructure as the lead party for the grant facilitates accountability and compliance with all grant requirements. If public entities or Tribal governments seek exemptions from specific program rules to accommodate the creation of open access last mile networks, these entities must detail the exemptions they seek in their applications. Given that these applications seek to deviate from Commission rules, they will not be eligible for ministerial review. With these revisions, the Commission adopts this rule. 11. Funding of Middle Mile Infrastructure Consistent with federal rules, the ACR proposes to allow “middle-mile projects,” though recipients are encouraged to focus on projects that will achieve last-mile connections—whether by focusing on last-mile projects or by ensuring that funded middle-mile projects have potential or partnered last-mile networks that could or would leverage the middle-mile network. For projects that include funding for middle-mile infrastructure, Staff will evaluate and verify that the proposed middle-mile infrastructure is needed to achieve the last-mile connections. Staff will verify if existing middle-mile infrastructure in a proposed project area is sufficient, reasonably affordable, and open-access prior to granting or making a recommendation to the Commission to grant a proposed project. Additionally, the Commission will evaluate whether the proposed middle mile infrastructure can be provided by or incorporated into the statewide middle mile network. R.20-09-001 COM/ARD/mph/jnf - 48 - The ACR asks parties to recommend ways the Commission can ensure that FFA grants coordinate and take advantage of the statewide middle mile network authorized in SB 156. 11.1. Party Positions CCTA recommends the Commission require that FFA projects requesting funds for middle mile infrastructure demonstrate that the infrastructure is “indispensable” to be consistent with the CASF Infrastructure Grant Account rules. As part of its review, CD Staff would examine if existing middle-mile facilities are available. If there are none, CD Staff could also consider whether the new state middle- mile network could be utilized to connect the last-mile households in that proposed project. TURN asserts that the existence of a FFA last-mile applicant that indicates middle-mile facilities are indispensable serves two purposes: (1) it would highlight where middle-mile either does not exist or is not accessible with sufficient capacity; and (2) it would demonstrate that state-wide middle-mile is necessary for last-mile providers to interconnect. If the state-owned middle-mile can provide service to the proposed FFA last-mile project, the FFA funds would not need to expend funds on middle-mile service to serve that project and therefore save FFA funds for additional last-mile projects. Thus, TURN proposes that Staff use information obtained from CASF Infrastructure Grant Account projects and FFA projects that requests funding for indispensable middle mile as an indication that affordable middle mile, with sufficient capacity, does not exist. SANDAG suggests the Commission allow last mile deployments to also fund complementary middle mile infrastructure to fill in gaps overlooked by statewide middle mile. R.20-09-001 COM/ARD/mph/jnf - 49 - Frederick L Pilot and SANDAG propose that the Commission prioritize last mile projects that leverage the state-owned middle mile infrastructure or give those applications additional credit. AT&T, Comcast, Verizon, and San Francisco urge the Commission to not require FFA grantees to use the State’s middle-mile network, so grantees may consider other options that may be more economical or operationally feasible and expedite the completion of the project more expeditiously. CETF, South Valley Internet, and CVAG recommend that the Commission closely coordinate middle-mile connectivity with the California Department of Technology (CDT) and CENIC. Joint WISPs and SANDAG suggest the Commission create a central clearinghouse or database to track permit applications and store public construction locations and scheduling plans, as well as other data on middle- and last-mile investments. Joint WISPs urge the Commission to direct middle-mile and last-mile developers to cooperate in using conduit and trenching to minimize total expenditures and community disruption. 11.2. Discussion The Commission will award FFA funding to last-mile applications that also propose to include middle-mile infrastructure that is necessary, and not near the statewide middle-mile network. For projects that include funding for middle- mile infrastructure, CD Staff will evaluate and verify that the proposed middle-mile infrastructure is needed to achieve the last-mile connections. CD Staff will verify if existing middle-mile infrastructure in a proposed project area has sufficient capacity, is reasonably affordable, and is open-access prior to granting or making a recommendation to the Commission to grant a proposed R.20-09-001 COM/ARD/mph/jnf - 50 - project. CD Staff will post guidance regarding specifications for middle-mile infrastructure funded through FFA on its website. Additionally, the Commission will evaluate whether the proposed middle- mile infrastructure can be provided by the statewide middle-mile network. Proposed middle-mile infrastructure will be coordinated with the California Department of Technology (CDT) and the Third-Party Administrator to ensure it complements the statewide open-access middle mile network. As suggested by Frederick L Pilot and SANDAG, the Commission will include whether last-mile projects propose to leverage the state-owned middle mile infrastructure as part of the application evaluation. Applicants will receive up to 10 points. However, if a proposed project is not in a geographic location that will benefit from the statewide open-access middle-mile network, an applicant may still receive credit. 12. Open Access The ACR proposes several open access requirements for FFA grants. First, middle-mile segments built using an FFA grant must be open access for the lifetime of that infrastructure, meaning that the grantee owning the infrastructure must offer nondiscriminatory interconnection and Internet access at reasonable and equal terms to any telecommunications service provider that wishes to interconnect with that infrastructure, wherever technically feasible. Additionally, the ACR proposes that pricing, terms, and conditions for other providers to interconnect shall be just, reasonable, and nondiscriminatory. FFA grant recipients must offer tiered pricing and a range of options to fit different business models, including similarly situated entities, such as s wholesale ISP, a government, and public anchor institutions (e.g., a university or hospital). Pricing, tariffs, and the framework identifying standard terms and conditions R.20-09-001 COM/ARD/mph/jnf - 51 - must be provided to the Commission's Communications Division as part of the FFA application for middle-mile funding and may be updated by the grantee. Terms and conditions should address essential elements of network operations such as cybersecurity, circuit provisioning, network outages, future capital investment costs, and operations and maintenance costs. The ACR also proposes that the Commission require FFA grant recipients to negotiate in good faith with all requesting parties (i.e., public, private, non-profit, or other parties) making a bona fide request for interconnection or wholesale services.35 In the event that the FFA grant recipient fails to comply with the open access requirement in accordance with the terms of approval granted by the Commission, or in the event that the FFA grant recipient does not negotiate in good faith with a requesting party, the requesting party may file a complaint with the Commission. Finally, the ACR proposes to require FFA grant recipients to submit a confidential annual report for the life of the middle-mile infrastructure, detailing of the number of interconnection requests and executed service agreements. The report must include: date of request, requesting party, location of requested interconnection, service requested, outcome of request, pricing, tariffs (if applicable), and terms and conditions. 12.1. Party Positions Los Angeles County asserts that all middle-mile funding should support publicly owned and open-access fiber and be available to low-income areas where many either do not have broadband or pay too much for it, given the 35 Reasonable prices, terms, and conditions for last-mile provider access to middle-mile infrastructure may vary depending on local circumstances such as physical and network conditions, or the types of services and service levels requested by the last-mile provider. R.20-09-001 COM/ARD/mph/jnf - 52 - County’s goal to connect as many people as possible utilizing county-owned infrastructure to extend service to unconnected households. SCAG asserts open- access middle mile can decrease costs and combined open-access middle mile and last mile can promote competition and private investments, with cost savings that can be directed towards lowering subscription fees. Frederick L. Pilot opines that Commission should favor a wholesale network operator model with open-access last mile fiber. RCRC supports creating alternative rules for municipalities and tribal governments creating open access last mile networks.” CETF supports the proposal for including the open access information in an annual report. 12.2. Discussion We adopt the proposed open-access requirements, with the clarification that our open access requirement for FFA grantees includes the requirement to provide dark fiber services. 13. Minimum Performance Criteria The ACR proposes that all FFA projects meet the following minimum performance criteria: All projects exempt from the California Environmental Quality Act (CEQA) must be completed within 12 months, and all other projects shall be completed within 24 months after receiving authorization to construct. All applicants must commit to serve customers in the project area at the prices provided in the application for the life of the infrastructure. All households in the proposed project areas must be offered a broadband Internet service plan with speeds of at least 100 Mbps download and 100 Mbps upload, or speeds of at least 100 Mbps download and 20 Mbps upload if applicable. R.20-09-001 COM/ARD/mph/jnf - 53 - All projects must provide service at no higher than 100 ms of latency. Data caps are disfavored. If including a data cap an applicant must include a justification about how the cap does not limit reliability of the connection to the users. In any event, data caps shall provide a minimum of 1000 GBs per month. All projects must provide an affordable broadband plan, as defined in the Definitions, for low-income customers, California LifeLine, federal Lifeline service and the Emergency Broadband Benefit, or its successor. The ACR also asks, if the Commission should consider applicants that propose to provide voice service or other services and what industry standards for safe and reliable service should the Commission adopt. 13.1. Party Positions Parties propose several changes to the proposed minimum performance standards. AT&T and CETF assert a 12-month construction timeline, even for CEQA-exempt projects, is too short and is inconsistent with federal guidance, and instead recommends a minimum construction timeframe of two years. San Francisco recommends at least 36 months for CEQA exempt projects and 48 months for non-exempt projects. Verizon contends the Commission should recognize that 100 Mbps download and 20 Mbps upload is sufficient for projects that are using technologies other than fiber. CforAT opposes creating a blanket exception for projects using wireless technology, arguing that it would set a lower standard for one technology, especially in light of arguments raised by various wireless Internet service providers that there is wireless technology capable of symmetrical 100 Mbps speeds. R.20-09-001 COM/ARD/mph/jnf - 54 - The Small LECs support requiring that any infrastructure funded by FFA grants include voice service offerings using that infrastructure. CCTA supports the proposed rule requiring an FFA grantee to offer voice service that meets federal 911 and backup battery standards. AT&T and Comcast argue the Commission should not require an FFA applicant to provide voice service or score an applicant that specifies it will provide voice any higher than any other applicant. Frontier favors the requirement of offering voice service, including VoIP, but does not support requiring battery backup. Joint WISPs note that fixed wireless service can provide voice service. TURN supports the Staff Proposal, though it suggests the Commission require applicants to describe existing obligations or legal requirements to offer voice, and that applicants distinguish between minimum service standards for performance facility, compared with services that will be offered over those facilities. TURN does not favor a blanket requirement that all applicants offer a voice service to qualify for funding, unless the applicant has preexisting obligations or a regulatory requirement to offer voice service. TURN proposes the Commission award extra points or additional funding for applicants that agree to participate in state and federal LifeLine programs or CTF discounts or commit to offering an affordable voice service the same or better than existing state and Federal Communications Commission public purpose programs. Cal Advocates recommends the Commission set minimum annual low-income enrollment targets for FFA grantees and increase the target on an annual basis (for example, the Commission could set a target of 20 percent enrollment of low-income households in year one and then increase it by 20 percent each consecutive year). R.20-09-001 COM/ARD/mph/jnf - 55 - CWA supports adopting appropriate labor standards that ensure both applicants and any of their subcontractors commit to high-road employment practices.36 CWA also urges the Commission to require recipients to provide a project workforce continuity plan as contemplated in the Treasury guidance. CWA also recommends the Commission lower the threshold for providing prevailing wage certification or a project employment and local impact report from $10 million to $2 million for infrastructure projects. CCTA and Comcast object to the proposed requirement that an FFA grantee commit to serve customers in the project area at the prices provided in the application for the life of the infrastructure, and instead suggest making the requirement for two years. CETF recommends making the requirement for three of four years. CforAT urges the Commission to ensure that any measurement of the serviceable life of the infrastructure include the expectation that providers are regularly and effectively maintaining their networks. Santa Clara County 36 See CWA’s Opening Comments on ACR at 10. CWA urges the Commission to give preference to applicants who can demonstrate that the workforce performing the contract will meet the following criteria: ● High standards of safety training, certification, and/or licensure for all relevant workers, for example, OSHA 10, OSHA 30, confined space, traffic control, or other training, as relevant depending on title and work, and exemplary workplace safety practices; ● Professional certifications and/or in-house training to ensure that deployment is done at a high standard; ● In-house training programs with established requirements tied to certifications, titles, and/or uniform wage scales; ● Locally-based workforce that supports job pipelines for traditionally marginalized communities; ● Relevant work will be performed by a directly employed workforce or employer has policies and/or practices to ensure that any employees of contractors used meet the criteria as described above; ● No recent violations of Occupational Safety and Health Act, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, and state labor and employment laws. R.20-09-001 COM/ARD/mph/jnf - 56 - recommends measuring serviceable life for wireline connections by the pole, conduit or other structure hosting the wire, or using the estimates provided by the FCC (projected life for conduit systems is 50-60 years), an audit of AT&T Nevada (50-year financial life of conduit) or the American Wood Protection Association (estimates wood poles useful life of 44.5 years). SBUA recommends measuring an infrastructure’s serviceable life against its ability to offer 100 Mbps symmetrical speeds -- if the infrastructure is not technically capable of delivering those speeds or meet reliability criteria, it should no longer be considered serviceable. Frederick L. Pilot encourages the Commission to reduce the latency standard to reflect the low latency fiber networks offer. 13.2. Discussion Given the concerns various ISPs raise, we shorten the pricing commitment from the life of the infrastructure for services to five years with the option to adjust in accordance with the Consumer Price Index. Applicants must commit that the prices they propose to charge will not exceed the amount provided in their applications. Prices may be lowered without Commission approval, but may not be increased to more than the committed pricing. As noted in Section 8, applicants that commit to offering prices for a ten-year period, with the option to adjust in accordance with the Consumer Price Index, will receive up to an additional ten points. We also revise this requirement to provide grant recipients with the ability to file a request to waive this requirement with the Communications Division, should the need to raise their prices in the future arise. In response to concerns raised by AT&T, CETF, and San Francisco, we extend the construction deadline for CEQA-exempt projects from 12 months to R.20-09-001 COM/ARD/mph/jnf - 57 - 18 months. In addition, FFA grant recipients may request an extension of time as needed, though grantees must be aware of the deadlines in federal statute. Additionally, as part of the annual resolution process, providers may receive an extension of time. The shorter deadlines reflect the Commission’s obligation to ensure these funds are expended in the time allotted by the federal government. There is an urgency with which these funds must – and can – be expended. If an applicant demonstrates an inability to perform, the Commission must identify this with sufficient time to allocate funds to other projects or applicants before the funds are rescinded by the federal government. Statute requires FFA projects to pay prevailing wages.37 In response to CWA’s request, we add that to the list of minimum performance requirements. 14. Affordability The Interim Federal Rule encourages integrating affordability into the design of this program. With that in mind, the ACR requests comment on the following questions. How should the Commission define affordability? How should the Commission consider a preference or requirement for affordable offers that are not income- qualified? Should the Commission consider other low-income preferences or requirements as a percentage of the Federal Poverty Level? Or categorical eligibility such as any service connection in a Qualified Census Tract? How should the Commission consider low-income or affordable offers that allow for enrollment based on participation in any California public assistance program? 37 California Labor Code, § 1720. R.20-09-001 COM/ARD/mph/jnf - 58 - What should be the term for which an affordable or low- income offer is provided and what is the rationale for the term? Is it reasonable to require applicants provide Lifeline services, as well as the Emergency Broadband Benefit, or its successor? 14.1. Party Positions Parties offer different options for defining affordability. AARP recommends the Commission calculate an “acceptable broadband burden” that considers the cost of equipment and any monthly fees, as well as decreases in the price of Internet service, and supports prioritizing non-commercial providers as a way to lower prices and to encourage adoption. AARP also notes that affordability is affected by time spent on applying for subsidized broadband. San Francisco recommends the Commission consider offering free or low-cost options for qualifying low-income consumers, and also ensuring long-term commitments from ISPs to making affordable services available. CVAG proposes the Commission define affordability as a percentage of household income, and should reflect an area’s Median Income, similar to how affordable housing is defined (not more than 30 percent of gross income towards housing costs). CforAT recommends including an affordability factor in the Commission’s evaluation of applications and using the definition and metrics of affordability adopted in the Commission’s affordability docket.38 SCAG contends that open- access to middle mile infrastructure can decrease costs and, when combined with open-access to last mile, can promote competition and private investments, allowing cost savings to be directed towards lowering subscription prices. 38 R.18-07-006. R.20-09-001 COM/ARD/mph/jnf - 59 - LAEDC advocates for an affordability threshold that is “no higher than the FCC’s 2 percent threshold “and preferably lower to lessen the likelihood of low-income households having to cut other essential expenses to be able to afford Internet access. SBUA supports using the definition adopted in D.20-07-032, which defines affordability “as the degree to which a representative household is able to pay for an essential utility service charge, given its socioeconomic status.” SBUA recommends applying the three metrics specified in that decision: 1) the affordability ratio, 2) the hours at minimum wage, and 3) the socioeconomic vulnerability index, with goals also set for small businesses and diverse businesses. NCC encourages the Commission to adopt a broad definition of affordability to overcome barriers to access and adoption issues and also asserts that supporting community-backed initiatives like publicly owned networks will improve both the availability and the affordability of Internet service. TURN proposes that the Commission identify needs of low-income communities where the lack of affordable voice and broadband communications services created a barrier to access, establish minimum standards for services offered over these facilities, and create benchmarks and ranges of affordable rates for services offered over the infrastructure built with this funding. Some parties propose specific monthly rates for affordable service. TURN supports using the current CASF rates and terms as a useful benchmark, though TURN also asserts that the Commission should not look strictly at market rates of existing middle-mile services as a benchmark or definition of affordability. Cal Advocates supports requiring grantees to offer a low-income plan for $15 per month, which offers speeds of at least 100 Mbps download and 20 Mbps upload, and 100 Mbps symmetrical if the project will offer plans at those speeds. NCC R.20-09-001 COM/ARD/mph/jnf - 60 - contends that free and low-cost options, as well as adoption support, are necessary to ensure that all Californians can get online and that even $10-$15 per month may be too expensive for some individuals. Greenlining Institute proposes to define an affordable Internet service plan as one that provides service at $10 per month at speeds sufficient for an entire household to connect to telehealth, teleworking, and remote learning. Currently, Greenlining Institute asserts this should be set at a minimum 50 Mbps, with speeds increasing as societal usage needs increase over time (Greenlining Institute estimates that an average internet user will need 150-500 Mbps download/100 Mbps upload speeds by 2025) and that the offer must be stand alone, without bundles. AT&T and Frontier oppose the proposal to require FFA grantees provide Internet service at an agreed-upon price for the life of the infrastructure. AT&T supports a two-year service agreement term in the Staff Proposal, or a term commensurate with FFA oversight. The Small LECs request an exemption for rate-of-return regulated utilities that specify they do not have to offer a particular rate for retail broadband to access FFA funding, arguing these companies should not be required to offer Internet access service at a loss. AARP argues the Commission needs to regulate price and service subsidization; otherwise, AARP asserts that prices will continue to increase in non-competitive markets. CCTA opposes the proposal to require FFA grantees to offer a low-income Internet service plan for $15 a month, asserting it will allow flexibility and not exclude low-income offers, such as the EBB program, with a different existing structure. CETF and CforAT support the proposal. CforAT and San Francisco recommend the Commission award more points to applications that offer to R.20-09-001 COM/ARD/mph/jnf - 61 - charge less. CETF also recommends that we require providers not to levy additional charges for the modem or for installation. Comcast recommends the Commission adopt a requirement similar to the CASF Infrastructure Grant Account rules, which require all projects to “provide an affordable broadband plan,” but which do not define an “affordable broadband plan.” Instead, the rules require “low-income plans” that cost no more than $15 per month. Cal Advocates proposes that, to support enrollment to affordable plans, the Commission require all providers to partner with community-based organizations, local schools, and local governments administering low-income plans. SCAG recommends an affordable rate of $20 per month or free service for individuals residing in government-subsidized housing, and to waive the cost of installation and any fees. CCTA contends there is no need to define “affordability” in this proceeding, given that this issue is being addressed in R.18-07-006. RCRC supports making broadband Internet services affordable but asserts the proposal’s affordability requirements aren’t achievable for networks operated by municipal agencies, and requests that the Commission consider a separate affordability metric for those types of networks. The Small LECs recommend the Commission prioritize deploying broadband Internet infrastructure now, and grapple with affordability issues later. Several parties recommend using criteria besides income to determine affordability. AARP supports criteria such as for households with long-term health monitoring and health care requirements. SCAG recommends using criteria such as household poverty rates, neighborhood median income, R.20-09-001 COM/ARD/mph/jnf - 62 - concentration of public housing, social service recipients, or a “predefined income hierarchy.” Greenlining Institute proposes that the alternative to income- qualified offers should be qualification via enrollment in a public benefits program, as well as using census tract qualification based on the affordability and social economic vulnerability of a census tract. In this same vein, the Commission should mirror the program eligibility from the California LifeLine program to provide the most options for California consumers. Santa Clara County recommends that, if the Commission limits eligibility, it should use criteria that do not require additional documentation to be submitted or complex verification processes, as these are barriers for low-income households. Comcast opposes giving preference to affordable offers that are not income-qualified, asserting this can lead providers to market-based pricing aimed at consumers otherwise unwilling to subscribe. Comcast also asserts that giving such a preference would be outside the Commission’s authority and would be preempted by federal law. AARP supports categorical eligibility for households in a qualified census tract and could even extend that to ESJ and Tribal communities. San Francisco asserts there is too much variance among the residents within a census tract (both very low-income individuals and individuals with very high income can be located within the same tract) for that geographic span to be used accurately. Regarding how to consider low-income offers based on participation in low-income programs, AARP, Cal Advocates, CVAG, LAEDC, SANDAG, SCAG, and CforAT support making customers that participate in any California public assistance program automatically eligible for affordable offers. These programs can include, among others, Temporary Assistance for Needy Families, Cash Aid, R.20-09-001 COM/ARD/mph/jnf - 63 - Medi-Cal, and Cal-Fresh/SNAP, CalWORKs, and individuals receiving Section 8 vouchers and or other public housing benefits. Regarding the term length of affordable offerings, AARP and SANDAG support an indefinite term, while CVAG recommends at least two years, and LAEDC contends the affordable plans should be for as long as practically possible. Several parties support requiring FFA grantees to participate in some low- income program. AARP, CETF, NCC, SBUA, and CforAT support requiring FFA grantees to offer a low-income plan, like LifeLine providers or EBB recipients must. Comcast opposes the requirement to offer LifeLine service, but not EBB, and recommends including other qualifying programs targeting low-income customers, such as Comcast’s Internet Essentials. Cal Advocates suggests the Commission not require FFA grant recipients to offer LifeLine until after the Commission revises the California LifeLine program to include standalone broadband plans. AT&T asserts that if a provider participates in the EBB, it should not also be required to participate in the federal Lifeline or state LifeLine programs. In addition, participation in the federal Lifeline program under current rules would require a provider to become an Eligible Telecommunications Carrier, which Treasury’s Final Rule does not require, and which would likely deter many providers from participating in the FFA. 14.2. Discussion The Final Rule finds that “a project cannot be considered a necessary investment in broadband infrastructure if it is not affordable to the population the project would serve,” and requires: 39 1) grantees to participate, for the life of 39 87 Fed. Reg. 4418 (January 27, 2022). R.20-09-001 COM/ARD/mph/jnf - 64 - the infrastructure, in the Federal Communications Commission’s (FCC) Affordable Connectivity Program (ACP), or otherwise provide access to a broad-based affordability program to low-income consumers in the proposed service area of the broadband infrastructure that provides benefits to households commensurate with those provided under the ACP; 40 2) that services include at least one low-cost option offered without data usage caps, and at speeds that are sufficient for a household with multiple users to simultaneously telework and engage in remote learning;41 and 3) that recipients report speed, pricing, and any data allowance information as part of mandatory reporting to Treasury.42 We require FFA grantees to participate in the federal ACP or otherwise provide access to a broad-based affordability program to low-income consumers. We revise the application evaluation criteria to reflect that this is no longer optional. We also revise the application evaluation criteria to provide grantees that participate or commit to participating in the federal Lifeline program or the California LifeLine program 10 points. This is in recognition that these public programs provide access to vital telecommunications services, in addition to the ACP. We encourage all applicants to include a generally available low-cost broadband plan. Applications will receive 20 additional points for offering a generally available low-cost broadband plan for the life of the infrastructure that includes the following minimum standards: Must not include data usage caps; 40 Id. at 4418, 4421. 41 87 Fed. Reg. 4408 (January 27, 2022). 42 Id. R.20-09-001 COM/ARD/mph/jnf - 65 - Must offer speeds that are sufficient for a household with multiple users to simultaneously telework and engage in remote learning, which is defined as 50/20 Mbps; Must be no more than $40 per month; The grantee must not charge for installation or setup; The grantee must provide a free modem or router; and The service does not require a minimum term. Grant recipients have the option to adjust the $40 per month plan in accordance with the Consumer Price Index. Grant recipients also may submit a request to the Communications Division to waive or modify these requirements in the future, should the need to adjust these requirements arise. The Commission will update these requirements as needed. Since applications that receive lower scores reflect a reduced commitment to provide public benefits, CD Staff may make recommendations to the Commission via resolution to reduce the percentage of public funding, commensurate with the reduced public benefit. Qualifying low-income households may apply the ACP to a grantee’s low-cost offer. The Infrastructure Act includes the requirement that a provider participating in the ACP “shall allow an eligible household to apply the affordable connectivity benefit to any internet service offering of the Participating provider, at the same terms available to households that are not eligible households.”43 The FCC ACP rules implementing this requirement specify that a household qualifying for the ACP may apply the benefit to “any broadband internet plan that a provider currently offers to new customers.”44 For 43 47 U.S.C. § 1752(b)(7). 44 Affordable Connectivity Program Emergency Broadband Benefit, Report and Order and Further Notice of Proposed Rulemaking, Federal Communications Commission (Jan. 21, 2022), para. 94, https://docs.fcc.gov/public/attachments/FCC-22-2A1.pdf (accessed Jan. 28, 2022). R.20-09-001 COM/ARD/mph/jnf - 66 - a qualifying household applying the ACP $30 non-Tribal benefit to a low-cost broadband plan the resulting price would be around $10—consistent with commenters noting plans with a price in the range of $5-15 would make broadband that meets “an adequate minimum level of service”45 more accessible to low-income households. We decline to adopt a definition for “affordability” in this decision that is different from the Commission proceeding dedicated to this matter. D.20-07-032 defines affordability as “the impact of essential utility service charges on a household’s ability to pay for non-discretionary expenses.”46 We decline to adopt specific requirements about whether the low-cost $40 amount includes other provider-imposed charges such as administrative fees or regulatory cost recovery charges, though the Commission will continue to watch for anti- consumer behavior in the implementation of low-cost broadband plans, and track federal and state dockets including the FCC broadband label docket47 and Commission surcharge proceeding48 for relevant consumer protections and other requirements. 15. Reimbursable Expenses The ACR proposes that the Commission reimburse the following costs: Costs directly related to the deployment of infrastructure; 45 87 Fed. Reg. 4408 (January 27, 2022). 46 See Appendix A at 6. 47 See Empowering Broadband Consumers Through Transparency, CG Docket No. 22-2, Notice of Proposed Rulemaking, Federal Communications Commission (Jan. 27, 2022), https://docs.fcc.gov/public/attachments/FCC-22-7A1.pdf (access Jan. 28, 2022). 48 See Order Instituting Rulemaking to Update Surcharge Mechanisms to Ensure Equity and Transparency of Fees, Taxes and Surcharges Assessed on Customers of Telecommunications Services in California, Rulemaking 21-03-002 (Mar. 4, 2021). R.20-09-001 COM/ARD/mph/jnf - 67 - Costs to lease access to property or for Internet backhaul services for a period not to exceed five years; and Costs incurred by an existing facility-based broadband provider to upgrade its existing facilities to provide for interconnection. Per federal rules, the Commission will reimburse costs incurred during the period beginning March 3, 2021 and ending December 31, 2024. Additionally, administrative expenses directly related to the project shall be capped at two percent of the grant amount and a maximum of 15 percent contingency on direct infrastructure costs.49 15.1. Party Positions Several parties suggest revisions to the proposed rules regarding what expenses FFA funds will reimburse. CENIC recommends the Commission reimburse approved grantees for Costs associated with the development of their grants. CETF urges the Commission to increases the cap on administrative expenses in the range of eight to twelve percent, asserting that limiting administrative expenses to two percent is too low. CETF does not support the 15 percent contingency on direct infrastructure costs, given the materials and supply costs for broadband is going up. SANDAG, CETF, Santa Clara County and Frederick L. Pilot encourage the Commission to allow technical support to eligible applicants. 15.2. Discussion We adopt the Staff Proposal without modification. It is imprudent to reimburse applicants for the cost of developing their application, particularly if 49 We define administrative costs as “indirect overhead costs attributable to a project, per generally accepted accounting principles (GAAP), and the direct cost of complying with Commission administrative and regulatory requirements related to the grant itself.” Applicants seeking additional funds will require a Commission exemption included in a draft resolution. R.20-09-001 COM/ARD/mph/jnf - 68 - the applications are not viable or successful. Further, the Commission envisions providing assistance directly to potential applicants, as well as making funds available for technical assistance grants to eligible local agencies and sovereign Tribal governments. 16. Information Required from Applicants In summary, the ACR proposes requiring applicants to submit separate applications for any eligible project. Non-contiguous project areas may be considered as a single project. In order to be reviewed, all applications must include: A public project summary; Specific information Applicant Entity Information; A description of the provider’s current broadband infrastructure and service within five miles of the proposed project and a description of other providers’ infrastructure within the project area; The geographic location of all households and housing units and project related key network equipment; The median household income for each Census Block Group (CBG) that intersects the project area; An assertion that the applicant reviewed the wireline served status on the Broadband Map and determined that the broadband project area proposed is eligible, or the applicant will provide evidence to dispute that the area is served; A detailed deployment schedule; A detailed budget showing proposed project expenditures; A listing of all the equipment to be funded and the estimated useful life; A Letter of Credit if the applicant does not hold a CPCN; A pricing commitment; R.20-09-001 COM/ARD/mph/jnf - 69 - Marketing/Outreach plans; Government and community support; Funding sources for expenses not covered by the grant; Financial qualifications; A project viability forecast; and The following information: Availability of voice service that meets California and FCC requirements for 9-1-1 service battery back-up; Deployment plans for applicable Federal and state requirements; A CEQA Attestation; The Program Application Checklist Form; and An affidavit. Full details on each of the items listed above are in Attachment A of the ACR on pages 14-22. 16.1. Party Positions AT&T asserts that providing major equipment expenses in an application are unnecessary details that is redundant with the general description of major infrastructure requirement. Further, the illustrative equipment listed are not “major equipment,” but customer premises equipment selected by the subscriber. Additionally, AT&T argues that Item 9.9 “Economic Life of All Assets to be Funded” should be deleted as irrelevant and unnecessary. TURN urges the Commission to require applicants to include a “roadmap” or detailed explanation of how the applicant will use funding related to project expenses and associated timelines that are currently required, as well as an explanation for why CASF Infrastructure Grant account funds would not be more appropriate source of funds for upgrades. R.20-09-001 COM/ARD/mph/jnf - 70 - Verizon supports requiring a FFA applicant to disclose other grants or public funds it has already received or expects to receive. CETF recommends that the required Marketing/Outreach Plan be “in- language” when serving a population that is limited-English speaking, where applicable, and that the Marketing/Outreach Plan include a requirement to advertise affirmatively in a prominent fashion, affordable broadband offers. Regarding the requirement for evidence of community support, AT&T and CCTA caution the Commission against weighing that support more heavily than the various technical deployment requirements. RCRC recommends requiring community support. San Francisco suggest requiring applications to include a letter of support from the executive of the jurisdiction (local or county) that would be served by project, with the letter containing sufficient details to ensure community leaders understand the scope of the proposed project. CETF counters that the proposal is not a requirement. 16.2. Discussion The final adopted requirements, including all details regarding the information applicants must provide, are contained in Appendix A. We make the following refinements: As identified by AT&T, we correct the examples of major equipment expenses; We clarify the process by which an applicant would propose revising the area for which they are requesting funding; We revise the pricing commitment requirement to be consistent with the affordability requirements adopted in this decision; We revise the funding sources application item so that it is consistent with the requirements on leveraging other funds adopted in this decision; R.20-09-001 COM/ARD/mph/jnf - 71 - We clarify that newly formed organizations applying for funding should submit financial statements of the parent or sponsoring organizations, including an explanation of the relationship between those organizations; We remove the requirement that an application include the checklist, as applications will be filed online; and Local and Tribal governments are exempt from the requirement to obtain a letter of credit, provided they can demonstrate administrative capability and expertise in financial administration; demonstrate relationships with financial advisors; in-house or contracted expertise in evaluating broadband infrastructure project feasibility; and demonstrate relationships with, and support from, experienced public or nonprofit broadband system operators. These types of applications must be approved by Commission resolution. 17. Application Submission Timelines The ACR proposes that the Commission accept FFA applications on a quarterly basis (i.e., January 1, April 1, July 1, and October 1). Applicants should electronically file complete applications at http://www.cpuc.ca.gov/puc/ and mail a separate hard copy to the Communications Division, Attn: California Advanced Services Program, and mail another hard copy to the Public Advocates Office at the Commission. Since applications are not filed with the Commission’s Docket Office, they will not be assigned proceeding number(s). 17.1. Party Positions Frontier and AT&T support quarterly application windows. SANDAG urges the Commission to allow applicants enough time to find appropriate ISP partners to avoid precluding public entities from participating. CCTA recommends two application cycles each year to allow enough time to review and act on all pending applications and eliminate confusion for potential applicants as to which areas remain eligible for a FFA grant. R.20-09-001 COM/ARD/mph/jnf - 72 - 17.2. Discussion We revise the proposed rules to no longer require mailed hard-copy applications. At the beginning of each application cycle, CD Staff will serve instructions regarding how to file electronic applications on the service list for this proceeding, the service list for the CASF proceeding, and the CASF Distribution List. CD Staff will announce application submission and other deadlines. Applications should be due every six months and staff will target to review applications in no more than six months. Organizations will have 14 days, inclusive of holidays and weekends, to file objections to applications. 18. Posting of Applications The ACR proposes that CD Staff post a list of all pending FFA applications, objection deadlines, and notices of amendments to pending applications on the FFA webpage. CD Staff also will serve notice of the applications, deadlines and amendments on the existing CASF Distribution List, given the number of interested individuals and entities that already are part of that list. CD Staff will post Application Summaries and Maps to the Commission website and notify CASF Distribution List within 10 days after the application submission deadline. The deadline to submit objections to any applications will be 10 days after the notice is served. In the event any date falls on a weekend or holiday, the deadline is the next business day. The Commission will endeavor to serve notice of applications and any amendments to an application for project funding to those on the service list for this proceeding, the service list for the CASF proceeding, and the CASF Distribution List, and post on the FFA webpage at least 30 days before publishing the corresponding draft resolution. R.20-09-001 COM/ARD/mph/jnf - 73 - 18.1. Party Positions No parties filed comments on this proposal. 18.2. Discussion The Commission adopts this proposal. 19. Application Objections The ACR proposes to provide a period during which interested persons may review FFA grant applications and file written comments objecting to an application under review. The Commission will consider these comments in reviewing the application. Any party that objects to a proposed area as already served must provide definitive evidence that the area is in fact already served. An objection must identify and discuss an error of fact, or policy or statutory requirement that the application has contravened. Comments must be submitted no later than 21 calendar days from when the entity serves notice of the application on the CASF Distribution List, or a different date set by CD Staff. Comments filed after the deadline will be deemed denied. Comments must be filed with the Commission and served on the CASF Distribution List. Consistent with the Interim Final Rule, grant recipients should avoid investing in locations that have existing agreements to build reliable wireline service with minimum speeds of 100 Mbps download and 20 Mbps upload by December 31, 2024, in order to avoid duplication of efforts and resources. An objection asserting an existing agreement to build such a wireline service should provide evidence of the existing agreement, and plans indicating the construction route, service area boundaries, and other pertinent construction details. Consistent with the Interim Final Rule, it “suffices that an objective of a project is to provide service to unserved or underserved households or businesses. Doing so may involve a holistic approach that provides service to a R.20-09-001 COM/ARD/mph/jnf - 74 - wider area in order, for example, to make the ongoing service of unserved or underserved households or businesses within the service area economical. Unserved or underserved households or businesses need not be the only households or businesses in the service area receiving funds.”50 As such, a project is not disqualified by proposing to provide service to served households. An objection asserting existing wireline communications infrastructure meets or exceeds the 25/3 Mbps unserved definition may still be provided. These objections must include the following information to be considered: An attestation that all information provided is true and accurate in accordance with Rule 1 of the Commission’s Rules of Practice and Procedure; An attestation that the households identified are offered service and have the capability to reliably receive minimum speeds of 25 Mbps download and 3 Mbps upload; The geographic location of all households it serves in the area(s) for which the objection is filed. This information must be provided in a plaintext, comma-separated values (CSV) file, that contains geo-located street address information, including latitude and longitude coordinates; The number of subscribers and the level of service subscribed to in the area being disputed. Additionally, Commission staff may request billing statement information to verify subscribership. This information shall be submitted unredacted to the Commission under seal; Permits, easements, or pole attachment applications submit and approved when infrastructure was built; and Pictures of provider infrastructure in the area (i.e., wires, huts, vaults, etc.). 50 See, FAQ Question 6.9. R.20-09-001 COM/ARD/mph/jnf - 75 - The ACR proposed that comments that do not meet these requirements be deemed denied, that the Commission will only accept public comments and that objections based upon confidential and other non-public service data not be given weight in the evaluation process. An applicant may respond to any objection filed by an interested party within 14 days. A response to an objection must provide a public notice on the CASF Distribution List. CD Staff will review this information, along with the applicant’s documentation, as it develops its recommendations to the Commission for the disposition of each application. 19.1. Party Positions TURN asserts that the Broadband Map does not necessarily demonstrate minimum speeds at any given time, and that both applicants and objectors should be required to submit evidence (speed, jitter, and latency tests) to determine if the broadband availability provides 25/3 Mbps at all times. CCTA contends the Commission should require that both applicants and objectors submit “credible and verifiable” evidence about served status of a proposed project area with a comparable attestation of the accuracy of all submitted information. CCTA argues the Staff Proposal includes disparate evidentiary standards heavily biased toward determining an area to be unserved, which it declares is unfair, unjustified, and contrary to statute. SANDAG contends that if an entity wants to contest an application, it should be that entity’s responsibility to show the project area is served and has widespread adoption by providing households subscribed, service quality and service costs. Regarding objector deadlines, Comcast and CCTA note the inconsistency in the Staff Proposal (Section 10 allows 10 days and Section 12 allows 21 days), R.20-09-001 COM/ARD/mph/jnf - 76 - and assert that neither of 10 days nor 21 days is sufficient time for ISPs to prepare objections, given the expected high volume of applications, and instead ask that the deadline for submitting objections be at least 30 days. CforAT generally supports the proposal to allow objections, though it asserts that a 21-day objection period may allow some ISPs to upgrade service and block applications. To avoid this, CforAT recommends the Commission require the objecting ISP to show served households at the time the application is filed and have a high-ranking executive attest to that fact. CCTA and Comcast support eliminating the requirements that objections must include permits, easements, or pole attachment applications and pictures as evidence for disputing unserved status, arguing these requirements are unnecessary and would disadvantage objectors due to the time involved in collecting that information. Comcast requests the Commission allow objectors to submit competing speed tests to challenge CalSPEED as well as qualitative information (e.g., community interviews and testimony re served speeds). CforAT supports the proposal to use only information that is available to the public. CCTA and Comcast argue the Commission should ensure the confidentiality of customers’ personally identifying information and critical infrastructure information that is included in an objection. Joint WISPs contend the information provided by an objector should remain confidential or released information should be redacted. Comcast opposes the requirement to include a Rule 1 attestation in an objection, asserting it is unnecessary. SBUA recommends the Commission prohibit formal objections to wireless broadband applications in locations where geography, topography, or cost prohibitive implementation may render wireline broadband impractical. R.20-09-001 COM/ARD/mph/jnf - 77 - CETF notes that a weblink to the CASF Distribution List should be provided at the end of the second paragraph where it is referenced. 19.2. Discussion The Commission adopts the proposed rules on application objections with revisions updating the language to reflect the Final Rule. We note that federal rules grant the Commission broad discretion to implement these rules. We disagree with CCTA’s argument that the proposed rules for application objections are heavily biased towards determining an area to be unserved. That contention ignores the fact that the initial determination of whether an area is served or unserved is based entirely on the data an ISP submits to the Commission as part of its annual broadband data collection. If an area is eligible, at least initially, it means either that an ISP did not indicate that it served the area in question at served speeds, or CD Staff was unable to validate the data the ISP submitted. We revise the objection requirements to also require an attestation asserting that households are offered broadband service at speeds of 100/20 Mbps or 100/100 Mbps. This more robust information (on whether a location is offered 25/3 Mbps, 100/20 Mbps, or 100/100 Mbps) will allow the Commission to better understand broadband service in a given community. With our revisions, objections must include the following information: An attestation that all information provided is true and accurate in accordance with Rule 1 of the Commission’s Rules of Practice and Procedure; An attestation that the households or locations identified are offered service and have the capability to reliably receive minimum speeds of 25 Mbps download and 3 Mbps upload by a wireline service provider; R.20-09-001 COM/ARD/mph/jnf - 78 - An attestation as to whether or not the households or locations identified are offered service and have the capability to reliably receive speeds of at least 100 Mbps download and 100 Mbps upload or, or at least 100 Mbps download and 20 Mbps upload and information on why provision of 100 Mbps upload is not practicable. The geographic location of all households or locations it serves in the area(s) for which the objection is filed. This information must be provided in a plaintext, comma- separated values (CSV) file, that contains geo-located street address information, including latitude and longitude coordinates; The number of subscribers and the level of service subscribed to in the area being disputed, including customer billing statements to verify subscribership. Unredacted customer bills shall be filed under seal and kept confidential; and At least two of the following: (1) permits, (2) easements, or (3) pole attachment applications submit and approved when infrastructure was built; and (4) pictures of provider infrastructure in the area (e.g., wires, huts, vaults, etc.).51 In response to comments from Comcast, noting the inconsistencies with the amount of time provided to submit objections, we revise program rules to allow objectors 14 days to file their objections. In the event the fourteenth day falls on a weekend day or holiday, objections are due the next business day. While some parties suggest 30 days would be more reasonable, we find that the accelerated timeline to expend ARPA funds necessitates a shorter timeframe. We dismiss CCTA’s opinion that the Commission is required to keep much of the data supplied as part of an application objection confidential. CCTA contends that the Commission should clarify that customer bills, service 51 An example to meet the picture requirement is a street-view image using Google Maps that contains poles that the objector has fiber attached. R.20-09-001 COM/ARD/mph/jnf - 79 - locations, pole attachment applications and permits, and granular subscriber data will be afforded confidential treatment and that any customer bills provided to staff can be redacted as needed to comply with state (and federal) customer privacy requirements.52 Below we discuss each issue, relying on statute and previous Commission decisions. Regarding whether or not to disclose pole attachment applications/agreements, the Commission concluded the following in D.21-10-019: It is reasonable to conclude that the five major pole owners and/or attachers have not demonstrated that the attachment data required by this decision is confidential, trade secret protect, privileged, exempt from disclosure from Section V (Nondisclosure of the Commission’s Right-of- Way Rules), or protected from disclosure by national security concerns. Any of the five major pole owners and/or attachers may renew their request to prevent the disclosure of their data attachment information by filing a motion and provide the necessary granular information and declaration to support the confidentiality request.53 We adopt the same rebuttable presumption here, allowing ISPs objecting to a FFA application relying on a pole attachment application to file a motion for confidential treatment and provide the necessary granular information and declaration to support that request, in accordance with the Commission rules regarding confidential submissions. When the Commission reaches a determination on those motions as part of Investigation (I.) 17-06-027 and I.17-06-028, those rules will apply here. 52 Comments of the California Cable and Telecommunications Association on Proposed Decision, filed March 22, 2022, at 11-12. 53 Conclusion of Law 21. R.20-09-001 COM/ARD/mph/jnf - 80 - While customer bills must be kept confidential because those documents contain Customer Proprietary Network Information (CPNI), an ArcGIS- compatible file containing serviceable addresses/locations, or a map displaying this data, does not. These files do not include the name of the resident at the address, if they subscribe to Internet service, the ISP they subscribe to, how much their monthly bills are, their data usage or search history, or other information that may constitute CPNI. Permits also do not contain CPNI. Thus, we see no reason to not disclose this information based on that claim. In D.20-12-021, the Commission analyzed in great detail a number of claims by telecommunications services providers regarding information that must remain confidential and other information that may be disclosed. One recurring theme throughout that decision is that information already in the public domain does not receive confidential treatment, as it does not meet the definition of a trade secret,54 nor does it meet the definition of “critical infrastructure information.”55 Permits generally are already in the public domain. Deployment/serviceable address data also is in the public domain. The California Broadband Availability Map provides the census blocks where an ISP claims to offer service. Therefore, we see no reason to not disclose permits and broadband deployment/serviceable address information relying on their status as trade secrets or critical infrastructure information, since they do not meet the definition of either category. 54 See D.20-12-021 at 21. 55 Id at 29. For a thorough discussion of the applicable laws related to public access to government records and requirements for confidential treatment of information submitted by utilities, see D.20-12-021, at pp. 9-19. See also pp. 18-35 for an overview of the applicable standards governing confidentiality claims based on personal customer information, trade secret privileges, the Critical Infrastructure Information Act of 2002, and the California Public Records Act balancing test under Gov. Code § 6255(a). R.20-09-001 COM/ARD/mph/jnf - 81 - One exception to our finding is that the number of subscribers provided by an ISP objecting to a FFA application may be submitted with a request for confidential treatment pursuant to the requirements of General Order (GO) 66-D. The Commission would need to analyze this data in greater detail, including if this information meets the definition of trade secret, before ordering its disclosure. 20. Ministerial Review The ACR proposes that the Commission delegate to CD Staff the authority to approve applications, including determinations of funding, that meet all of the following criteria: 1. The applicant meets the program eligibility requirements; 2. The application has not received objections or CD Staff has determined that the project area is unserved; 3. The total grant does not exceed $25,000,000; 4. The project is exempt from CEQA, or approval letter must state that authorization to construct and release funds will be provided in a forthcoming resolution; 5. There are no competing applications for the same project area in the same application period; and 6. The proposed project costs $9,300 per household or less. Applications not meeting these criteria may only be approved by the Commission via resolution. 20.1. Party Positions Parties disagree on the overall grant limit for ministerial review. AT&T suggests the Commission increase the monetary eligibility per household and maximum grant amount thresholds to $75 million dollars. CETF recommends increasing the cap to $100 million. CCTA and Comcast urge the Commission to reduce the overall grant amount threshold to $10 million. CCTA also supports R.20-09-001 COM/ARD/mph/jnf - 82 - reducing the per-household cost to not exceed $9,300, to align with CASF Infrastructure Grant Account criteria. CETF and Santa Clara County support increasing the per household cap to $15,000 per household, to account for the increase in the cost for materials and labor. South Valley Internet and LCB Communications suggest increasing the cap to $13,000 per household. CCTA also claims Section 3 of the Staff Proposal would potentially give CD Staff unfettered discretion to reject any application, determine all funding amounts, and negotiate all grant terms with each applicant and raises serious questions of unlawful delegation of authority to CD Staff. RCRC asks the Commission to not require a per-household cost projection as an evaluation point for application review or approval, arguing it will disadvantage low- density rural areas that have historically lacked adequate service, given that the least served areas will have a very high per-household costs and need FFA subsidization. RCRC asserts these areas will require ministerial review as the projects will likely take the longest to build AT&T recommends the Commission augment the ministerial program to establish a process whereby an applicant, who commits to bring broadband at a per-household cost at or below the threshold and provides a general project time and material estimates, would be relieved of specific application and reporting requirements and instead paid upon completion. 20.2. Discussion The Commission adopts the ministerial review rules with the following additions: Applications that propose to leverage funding from other state or federal programs may not be approved by ministerial review; R.20-09-001 COM/ARD/mph/jnf - 83 - Applications with proposed project areas that overlap areas with existing commitments to provide broadband Internet service that is reliable and offer speeds of 100/20 Mbps may not be approved by ministerial review; Applications that propose project areas that include areas that have been identified by CD Staff as having an existing provider that offers 25/3 Mbps wireline service (e.g., projects designed to improve economies of scale of existing projects, or areas in which the existing provider does not provide reliable service) may not be approved by ministerial review; and Applications that request a waiver of any program requirement may not be approved by ministerial review. With these revisions, the Commission delegates to CD Staff the authority to approve applications that meet the requirements of the Ministerial Review section in the adopted rules. We firmly dismiss CCTA’s opinion that the proposed or adopted rules represent an unlawful delegation of authority to CD Staff. The Commission has previously found that industry division staff may approve applications and other filings after the Commission adopts a specific standard for approval,56 including other public purpose programs, such as the CASF Infrastructure Account. Further, we note the area of significant concern to providers, including the cable companies that are members of CCTA, is the initial determination of project area eligibility, which has been ministerial in CASF for many years. A ministerial review process will help meet the short deadlines set by federal law. 21. Reporting Requirements The ACR proposes to require grantees to file progress reports on a bi- annual basis. These reports will be publicly posted by the Commission. Progress 56 See D.09-05-020 at 2-3; D.07-09-018 at 18, n.34; D.18-12-018 at 25-26, Conclusion of Law 2. R.20-09-001 COM/ARD/mph/jnf - 84 - reports are due on March 1 and September 1 of each year. In the event either date falls on a weekend or holiday, the reports are due the following business day. Details on the information the progress reports shall include are found in Appendix A. Grantees also must submit completion reports prior to receiving the final payment. Details on the information to include in project completion reports are in Appendix A. Pursuant to Pub. Util. Code § 281(l), grantees must report monthly to the Commission all of the following information throughout the construction phase: (A) The name and contractor’s license number of each licensed contractor and subcontractor undertaking a contract or subcontract in excess of twenty-five thousand dollars ($25,000) to perform work on a project funded or financed pursuant to this section; (B) The location where a contractor or subcontractor described in subparagraph (A) will be performing that work; and (C) The anticipated dates when that work will be performed. The Commission will, on a monthly basis, post the information reported pursuant to this subdivision on the commission’s FFA internet website. 21.1. Party Positions Parties disagree on the frequency of reporting requirements. Frederick L. Pilot supports the semiannual reporting requirement. AT&T recommends the reporting frequency either be quarterly, annually, or only on upon completion for projects approved via the ministerial review process. Cal Advocates urges the Commission to require progress reports, not just completion reports. Verizon and Frontier urges the Commission to avoid onerous reporting requirements and instead adopt minimal requirements that R.20-09-001 COM/ARD/mph/jnf - 85 - comply with federal laws on FFA. Verizon recommends the Commission delete proposed categories of information such as the number of paying subscribers enrolled in the service, number of low-income or affordable plan customers enrolled. Verizon also suggests the Commission provide flexibility in the speed measurements for the speed tests, similar to what the FCC has recognized that the range of speed thresholds may be met for speed tests in the Connect America Fund program and allow 80 percent of speed tests. Verizon also asserts that some of the information contained in the reports are “competitively sensitive,” such as the number of paying subscribers, and therefore the reports should not be made public on the Commission’s website. Cal Advocates recommends the Commission require FFA grant recipients to file a Tier 2 Advice Letter on an annual basis to report on the following items: the number of customers that have been notified of the low-income plans and the form of notifications used; the number of customers that have signed up for the plans; and the number of customers that have cancelled their plans, until four years after the recipients have met the enrollment targets. If a grant recipient cannot meet its enrollment target, Cal Advocates recommends the Commission require it to meet with the California LifeLine Administrator to discuss how to meet the target. If the grant recipient still fails to meet them, it should be penalized via resolution. Also, Cal Advocates supports requiring FFA grant recipients to provide to the Commission a web link with information on the affordable plan. The web link should provide all information on the plan, ways to sign up, and necessary forms. R.20-09-001 COM/ARD/mph/jnf - 86 - CETF suggests that for items such as commitments on rates, affordable broadband plan, open access, and marketing/outreach a brief annual report could be filed where the grantee reports on its compliance with its commitments and signs it under penalty of perjury. Santa Clara County recommend continuing reporting requirements for affordability and price commitments should last for the life of the longest commitment attached to a project. SBUA asserts post-construction requirements should not have an end date and reporting should be maintained, arguing this will encourage broadband providers to maintain quality of service. 21.2. Discussion Treasury’s Final Rule requires that grant recipients report speed, pricing, and any data allowance information. 57As such, FFA grantees will be required to report annually to the Commission’s Communications Division the speed, pricing, and any data allowance information on all of their plans. In addition, to address concerns raised by parties regarding the need for information on the subscribership and availability of affordable and income- qualified plans, we require recipients to report on the number of customers subscribed to the ACP, income-qualified and low-cost plans. We also require grant recipients to include in their report a web link with information on their income-qualified and affordable plans. The web link should provide all information on the plan, ways to sign up, and necessary forms. In response to comments filed by Cal Advocates, we clarify in Appendix A that grant recipients must report the number of customers enrolled in low- 57 87 FR 4418. R.20-09-001 COM/ARD/mph/jnf - 87 - income broadband plans. We define low-income broadband plans as income- qualified broadband plans offered to low-income customers.58 We also clarify that grantees must submit project progress reports on a quarterly basis to be consistent with the Final Rule. 22. Payment The ACR proposes to allow FFA grantees to make requests for payment as the project is progressively deployed. The prerequisite for first payment is the submittal of a progress report to the Commission showing that at least 10 percent of the project has been completed. Subsequent payments are made at the following milestones: 35 percent completion, 60 percent completion, 85 percent completion, and 100 percent completion. The final 15 percent payment request (from 85 to 100 percent) will not be paid without an approved completion report. Payments must be based on submitted receipts, invoices and other supporting documentation showing expenditures incurred for the project in accordance with the approved FFA funding budget included in the FFA grantee’s application. If an application also meets the ministerial review criteria, a provider with a CPCN that wishes to front the full costs of a project in exchange for reduced reporting burdens may request an alternative payment structure. The one-time payment request must include a project completion report and receipts/invoices of major equipment and materials purchased, with labor costs and other items being line items reflecting the remaining total amounts charged to FFA. 58 As defined in the Appendix, ”low-income customers“ are households with incomes that would qualify for CARE pursuant to Pub. Util. Code §739.1(a) and D.16-11-022 at 18 (or as updated in a successor decision). As noted above, for a household of four the income threshold is $52,400 through May 31, 2021. The threshold is updated regularly in the CARE proceeding, A.19-11-003, et. al. R.20-09-001 COM/ARD/mph/jnf - 88 - Staff must conduct a site visit to confirm project completion prior to authorizing payment and these reimbursements are still subject to audit. Grantees shall submit the final request for payment within 90 days after completion of the project. If the grantee cannot complete the project within the 24-month timeline, the grantee shall notify the Commission as soon as they become aware that they may not be able to meet the timeline and provide a new project completion date. If the recipient fails to notify CD Staff of any delays in the project completion and the project fails to meet the approved completion date, the Commission may impose penalties by resolution. This may include rescinding the grant. Invoices submitted will be subject to a financial audit by the Commission at any time within three years of completion of project. If portions of reimbursements are found to be out of compliance, grantees will be responsible for refunding any disallowed amounts along with appropriate interest at rates determined in accordance with applicable Commission decisions. Per federal rules, all funds must be obligated within the statutory period between March 3, 2021 and December 31, 2024, and expended to cover such obligations by December 31, 2026.59 In the event approved FFA projects have not made substantial progress in constructing the proposed infrastructure, the ACR proposes that on an annual basis, CD Staff draft a resolution for Commission approval that recommends modifications, revisions, and rescissions of grants not demonstrating substantial progress. 59 See, FAQ Question 6.11. R.20-09-001 COM/ARD/mph/jnf - 89 - 22.1. Party Positions AT&T asserts it is burdensome for grantees to produce project-specific receipts and urges the Commission to accept cost information from bulk purchase orders. 22.2. Discussion The Commission adopts the proposed rules with the clarification that CD Staff will provide a template for payments that is consistent with the Treasury’s Final Rule and this Decision. The Commission believes it is important to have project specific expenses, though it will endeavor to be flexible, in reviewing project expenditures, depending on the project and circumstances. 23. CEQA Payments The ACR proposes that the Commission directly pay CEQA consultant costs. Following award of a grant the Energy Division CEQA Section Staff will obtain a contractor to review the CEQA documents for the project. The FFA will pay directly the project’s CEQA PEA preparation costs, but those costs will be identified as costs associated with the grant and will have no effect on the applicable shares of grantee assigned and program supported total project costs. The applicant may file with the Energy Division’s CEQA Section a completed CEQA review conducted by another agency acting as the Lead Agency pursuant to CEQA. Should this occur, grantees may request funds to pay for preparation of a PEA. 23.1. Party Positions No party filed comments. 23.2. Discussion The Commission adopts this proposal. R.20-09-001 COM/ARD/mph/jnf - 90 - 24. Execution, Performance and Grant Termination The ACR proposes that CD Staff and the grantee shall determine the project start date after the grant recipient has obtained all approvals. Should the recipient or its contractor fail to commence work at the agreed upon time, the Commission, upon five days written notice to the FFA recipient, reserves the right to terminate the award. If the FFA recipient fails to complete the project, in accordance with the terms of approval granted by the Commission, the FFA recipient must reimburse some or all of the funds that it has received. The FFA grantee must complete all performance under the award on or before the termination date of the award. Failure of a grantee to comply with the terms of the grant, provided in this decision, and the US Treasury Final Rule, in the Commission’s Order approving the grant, or in the grant Agreement included as part of projects approved by CD Staff using its ministerial review authority, may result in cancellation of the award. The Commission or the Recipient may terminate a grant award, at any time by delivering 10 days written notice to the applicant/grant award recipient. If the applicant terminates the grant award, for any reason, it will refund to the Commission within 30 days of the termination, all payments made by the Commission to the applicant for work not completed or not accepted by the Commission. No less than 10 days before the termination, the applicant must notify the Commission in writing. Grant recipients shall comply with the ARPA and all other applicable federal statutes, regulations, and executive orders. 24.1. Party Positions Frontier argues the Commission should not adopt the proposal to allow the de-funding of approved projects, as some projects may encounter permitting R.20-09-001 COM/ARD/mph/jnf - 91 - and other delays not under an applicant’s control and makes applying less attractive. 24.2. Discussion We revise the proposed rule to reflect that CD Staff will notify a grant recipient of its intent to prepare for Commission approval a draft resolution that would rescind a FFA grant due to nonperformance. We decline to adopt Frontier’s recommendation for practical reasons. Given federal time limits, the Commission must be aware of delays FFA grantees encounter. In some instances, Commission staff may be able to assist the recipient in moving the project forward. However, a logical consequence of projects that are not moving forward is that the Commission must repurpose those funds before they are rescinded by the Treasury. The Commission does not have the luxury of being overly patient with FFA grantees, since that may mean losing federal funds – and not being able to reimburse FFA grantees. 25. Transfer of Grant and/or Assets Built Using Grant Funding The ACR proposes that prior to construction under the grant, and for up to three years after project completion, a grantee must notify the Commission within five days of determining that the grantee is planning to sell or transfer its assets. The grantee shall notify the Director of the Commission’s Communications Division in writing of its intent to sell or transfer company assets within five days of becoming aware of these plans. Both the grantee and the new entity shall file an affidavit, stating that the new entity will comply with the requirements of the FFA award the Treasury Department, as well as other appropriate documentation, if any, requested by CD Staff. The grantee shall provide the Commission with any necessary documents requested in its review of the transfer. This will include all documents that are generally required of all R.20-09-001 COM/ARD/mph/jnf - 92 - entities applying for the FFA grants. The grantee shall not transfer FFA funds or the built portion of the project to the new entity prior to Commission approval. If the Commission does not provide approval, it will rescind the grant. 25.1. Party Positions CETF recommends the Commission require reporting only on transfer or sale of the assets for three years. To CETF, the issue is whether the applicant built the system with the intent to “flip it” for a profit. On commitments such as rates, affordable broadband plan, open access commitment, marketing/outreach commitment, a brief annual report could be filed where the grantee reports on its compliance with its commitments and signs it under penalty of perjury. Cal Advocates proposes that the Commission require FFA grantees to obtain a waiver to sell FFA-funded infrastructure, and any sale should be subject to gain-on-sale requirements. Cal Advocates asserts that to ensure public interest when FFA funded infrastructure is sold, a waiver should hinge on the three requirements that were adopted for the Broadband Technology Opportunities Program: the transaction is for adequate consideration; the purchaser or lessee agrees to fulfill the terms and conditions relating to the project after such sale or lease; and the transaction would be in the best interests of those served by the project. Cal Advocates also argues that, in the case of depreciable assets, the Commission should receive 100 percent of the gains-on-sale, consistent with gain-on-sale regulations established in D.06-05-041. In the case of non-depreciable assets, Cal Advocates proposes that the Commission receive a percentage of the total gains-on-sale equal to the percentage of the grant’s contribution relative to the total project cost. Cal Advocates also supports any proceeds from asset sales that revert to the Commission through this gain-on-sale rule should be deposited in the CASF Infrastructure Grant Account. R.20-09-001 COM/ARD/mph/jnf - 93 - AT&T recommends that because the SLFRF program requires all funds to be expended by December 31, 2026, that any post-construction requirements associated with receiving a FFA grant, including notification of transfers of control, should extend for no longer than four years, or, at the latest, until December 31, 2030. 25.2. Discussion Provisions ensuring a sale or transfer is in the public interest are reasonable and make clear the Commission’s expectations for grant recipients in such instances. In addition to these provisions, the Commission will require any grant recipients to file a Tier 2 Advice Letter with the following information: purchase price; copy of the agreement; binding agreement from the purchaser or lessee to fulfill the terms and conditions relating to the project after such sale or lease; and explanation as to how the transaction would be in the best interests of those served by the project. These provisions are in addition to – and do not supersede – existing laws, including but not limited to Pub. Util. Code §§ 851 and 854, that direct how the Commission addresses transfers of control. 26. Audit Compliance The ACR proposes to require all applicants to sign a consent form agreeing to the terms and conditions of the Federal Funding Account. These will be stated either in the Resolution approving the project, or in a letter sent by Staff to the successful applicant. 26.1. Party Positions No party filed comments. 26.2. Discussion The Commission adopts this proposal with a revision clarifying that all recipients of federally funded grants exceeding $750,000 will need to include a budget for a federal audit, consistent with the Final Rule. R.20-09-001 COM/ARD/mph/jnf - 94 - 27. Conclusion The Commission adopts the revised rules contained in Appendix A. The revised rules exclude the application template and some application guidance from FFA Program Rules. The Commission delegates to CD Staff that authority to prepare and revise those documents as needed. 28. Comments on Proposed Decision The proposed decision of Commission President Alice Reynolds in this matter was mailed to the parties in accordance with Section 311 of the Public Utilities Code and comments were allowed under Rule 14.3 of the Commission’s Rules of Practice and Procedure. The following parties filed comments on March 22, 2022: AARP; AT&T; CCTA; CSAC; CforAT; Charter and Time Warner; City and County of San Francisco; Foothill De Anza Community College District; Frontier Communications; Great Public Schools Now (GPSN); NDC;. Placer County; Cal Advocates; RCRC; SBUA; the Small LECs; UCAN; Verizon Wireless (Cellco Partnership); and the Yurok Tribe. On March 28, 2022, the following parties filed reply comments: AT&T; CCTA; CETF; CforAT; Charter-Time Warner; Frontier Communications; NDC; Cal Advocates; SBUA; the Small LECs; TURN; and Verizon Wireless (Cellco Partnership). Several parties ask the Commission to revise its allocation of funding between urban and rural counties, to pick another method for allocating the funding, or to use different data. To begin, statute specifies the data this Commission must use when determining each county’s “proportionate share of… households without access to broadband internet access service with at least 100 megabits per second download…”60 We recognize, as do several parties, that 60 Pub. Util. Code §§ 281(n)(3)(A)(ii) and 281(n)(3)(B)(ii). R.20-09-001 COM/ARD/mph/jnf - 95 - there is not a perfect way to divide the funds in a manner that also is consistent with statute. We believe the method we choose is the most reasoned and reflects the reality that more unserved households are in urban counties than in rural counties, while building or extending broadband networks in rural counties general costs more than in urban. As CSAC also notes, there are additional funding opportunities available for last mile broadband investments, including other programs that were expanded or newly created by SB 156, such as the Broadband Infrastructure Grant Program, the Broadband Loan Loss Reserve Fund, and the Broadband Public Housing Account. In addition, California will be eligible for additional federal funding as part of the Infrastructure Investment and Jobs Act, as well as future rounds of the Rural Digital Opportunity Fund. These programs do not have the short deadlines attached with FFA funds, and will provide additional opportunities for local governments, advocates, and providers to receive funding necessary to provide service to all unserved communities in the state. In response to comments and reply comments, especially those filed by several ISPs, , in opposition to both the proposed ten-year price commitment requirement and the affordable low-cost broadband plan requirement, we revise both of these requirements, as well as the application scoring criteria. We require FFA grantees to include in their applications a commitment to not increase pricing for a five-year period for their existing service plans. As several parties note, ISP offerings change with time, and speeds offered should increase substantially over those offered today, including new multi-gigabit services that become feasible with new protocols, infrastructure and standards, or modes of delivering service. Thus, this requirement does not apply to substantially different plans, since an ISP may not know at the time of its application if it will R.20-09-001 COM/ARD/mph/jnf - 96 - be offering that plan. We also wish to incent applicants to commit to a longer pricing commitment of ten years, and will provide those applications with up to an additional ten points. The Commission has no intention of this requirement hampering the ability of applicants to develop sustainable networks. Should an externality arise beyond the grant recipient’s control (e.g., inflation), they may seek a modification of this requirement with the Commission’s Communications Division. Waivers must be approved by the Commission as part of the resolution process. Since applications that receive lower scores reflect a reduced commitment to provide public benefits, staff may make recommendations to the Commission via resolution to reduce the percentage of public funding commensurate with the reduced public benefit. We remove the requirement to offer an affordable low-cost broadband plan. Applications proposing plans that offer speeds of at least 50 Mbps download and 50 Mbps upload for no more than $40 per month will receive 20 additional points. These applicants may offer plans with higher speeds or at a lower cost. FFA grantees have the option to adjust plans in accordance with the Consumer Price Index. In response to concerns raised by parties regarding the impact on affordable broadband service should the ACP program end, as well as on FFA grantees, the Commission will identify a successor low-income subsidy program that FFA grantees must participate in. In response to comments from the Yurok Tribe, we clarify that California tribal governments, as well as their wholly-owned tribal corporations and tribal non-profits, are the sole entities that may receive credit in the “Type of Partnership” category for applications proposing to build a broadband network owned, operated by, or affiliated with a California tribal government, their R.20-09-001 COM/ARD/mph/jnf - 97 - wholly-owned tribal corporations or tribal non-profit organization, on tribal lands. In response to the concerns raised by the Yurok Tribe, and consistent with Commission practice, applicants seeking to offer service on tribals lands are strongly encouraged to consult with those tribes ahead of filing their applications. We also modify our performance requirements of FFA grantees offering service on tribal lands to mandate consultation with those tribes after FFA grant approval. If a Tribe and other entities apply for the same proposed funding area which includes Tribal land, then special consideration will be given to the Tribal applicant. RCRC requests the Commission establish a “Public Right of First Refusal” process for local governments with identified plans to deploy broadband services in a priority area, asserting the proposed FFA program requirements place public providers at a disadvantage. For example, since local governments typically do not have CPCNs, the proposed rules would require local governments to acquire a letter of credit for the entire project cost, a significant expenditure. RCRC also contends that local governments are disadvantaged by the proposed ministerial review process, as their applications are unlikely to be eligible for ministerial review. To ensure a more level playing field for local governments seeking to offer broadband service, we adopt two revisions. First, we adopt RCRC’s proposal to require “local governments to demonstrate administrative capability and expertise in financial administration; demonstrate relationships with financial advisors; in-house or contracted expertise in evaluating broadband infrastructure project feasibility; and demonstrate relationships with, and support from, experienced public or nonprofit broadband system operators.” We apply this exemption to Tribal governments as well. These criteria are similar to CPCN approval requirements, though, like when the R.20-09-001 COM/ARD/mph/jnf - 98 - Commission grants a CPCN application, it cannot be granted by CD Staff. Second, we clarify that we do not intend for the ministerial review process to provide an applicant with an advantage over other applicants, and that Communications Division will ensure that all applications are reviewed holistically (e.g., applications within a county). With this in mind, applications eligible for ministerial review may still be referred to the Commission for consideration such as when multiple entities have taken steps to provide service in the same county. Various parties recommend the Communications Division include analysis of disadvantaged communities in the development of the priority areas. These parties also encourage the Commission to give priority to projects that propose to serve disadvantaged communities. The program rules are revised to require Communications Division to include demographic information, such as the number of low-income households, or disadvantaged community status, in developing priority areas. In addition, the scoring criteria are updated to consider disadvantaged communities as part of the “Existing broadband service need” criteria. In response to comments filed by CCTA, we clarify that ISPs objecting to a FFA application must submit unredacted customer bills for CD Staff to review, and because customer bills contain personally identifiable information, this information will be kept confidential, in accordance with the Commission’s confidentiality rules. We also revise the rules to indicate that a carrier may request confidential treatment pursuant to requirements of GO 66-D as to the number of subscribers an ISP has in a proposed project area that is included in a FFA application objection. Appropriately redacted information must still be provided as part of the public objection process. In addition, we revise the R.20-09-001 COM/ARD/mph/jnf - 99 - objection process to provide some flexibility for how objectors may document claims of proof of existing infrastructure. In response to comments filed by Cal Advocates, we clarify in the Appendix that grant recipients must report the number of customers enrolled in low-income broadband plans (i.e., income qualified plans). We define low- income broadband plans as income-qualified broadband plans offered to low- income customers. We also clarify that grantees must submit project progress reports on a quarterly basis to be consistent with the Final Rule. In response to CCTA’s opinion that “the geographic location of all households or locations (that an ISP objecting to a FFA application must provide)” is confidential information, as well as permits and pole attachment applications, we clarify and revise this decision and the rules in Appendix A to make clear that an ISP objecting to a FFA application must provide deployment data on the locations where it offers service in a given project area, and this information will be disclosed. Further, permits submitted as part of an application objection will be disclosed. This is consistent with statute, and Commission rules and practices, including those articulated in G.O. 66-D or D.20-12-021. We align our determination on the confidentiality of pole attachment applications with that in D.21-10-019. We revise this decision at pages 78-81, and add new conclusions of law 8-11, to reflect the information that the Commission may disclose and that which may submitted under a request for confidentiality under GO 66-D. 29. Assignment of Proceeding Commission President Alice Reynolds is the assigned Commissioner and Thomas J. Glegola is the assigned Administrative Law Judge in this proceeding. R.20-09-001 COM/ARD/mph/jnf - 100 - Findings of Fact 1. On August 14, 2020, Governor Gavin Newsom issued Executive Order N-73-20, directing state agencies to accomplish 15 specific actions to help bridge the digital divide, including ordering state agencies to pursue a minimum broadband speed goal of 100 Mbps download to guide infrastructure investments and program implementation to benefit all Californians. 2. On September 10, 2020, this Commission opened this Rulemaking to set the strategic direction and changes necessary to expeditiously deploy reliable, fast, and affordable broadband Internet access services that connect all Californians. 3. On March 11, 2021, President Biden signed into law the American Rescue Plan Act of 2021 (Public Law No. 117-2), also called the COVID-19 Stimulus Package or American Rescue Plan, which established the Coronavirus State Fiscal Recovery Fund (SLFRF), which appropriated funds for states to deploy last-mile broadband Internet networks. 4. The Secretary of the U.S. Treasury Department (Treasury) issued an Interim Final Rule effective May 17, 2021, to implement SLFRF. Treasury also issued a SLFRF Frequently Asked Questions (FAQ) document to provide additional guidance on how funds should be utilized. Treasury issued its Final Rule on January 6, 2022, which was published in the Federal Register on January 27, 2022. The Final Rule is effective April 1, 2022. 5. On July 20, 2021, Governor Newsom signed SB 156 into law, creating the Federal Funding Account, with this Commission being responsible for implementing the new grant program. 6. SB 156 appropriates two billion dollars in SLFRF funds into the new Federal Funding Account (FFA). R.20-09-001 COM/ARD/mph/jnf - 101 - 7. SB 156 and the Final Rule permit the construction of a new state-owned and operated statewide middle-mile network. 8. The Second Amended Scoping Memorandum and Ruling in the instant proceeding, issued on August 2, 2021, adds implementation of the FFA to Phase III of this proceeding. 9. On September 23, 2021, the Assigned Commissioner issued a ruling requesting comment on a Staff Proposal for the rules that would implement the Federal Funding Account grant program (ACR). 10. The Final Rule grants this Commission broad discretion to determine what areas are eligible, how to define reliable service, and what information to require from entities objecting to an application, among other items. 11. The Final Rule identifies that legacy network technologies, such as copper telephone lines and early versions of cable system technology, may not provide reliable service because they typically lag on speeds, latency, and other factors, as compared to more modern technologies like fiber-optic networks. 12. The Final Rule requires grant recipients to build broadband infrastructure that reliably delivers or exceeds symmetrical upload and download speeds of 100 Mbps unless it is not practicable because of the geography, topography, or excessive costs associated with such a project. In these instances, the Final Rule require projects to deliver 100 Mbps download and at least 20 Mbps and be scalable to provide higher upload speeds. 13. The Final Rule encourages recipients to prioritize support for broadband networks owned, operated by, or affiliated with local governments, nonprofits, and cooperatives, finding that these networks have less pressure to generate profits and a commitment to serve entire communities. R.20-09-001 COM/ARD/mph/jnf - 102 - 14. The Final Rule requires grant recipients to participate in the Federal Communications Commission’s Affordable Connectivity Program or offer an equivalent program, as well as offer a low-cost broadband plan. 15. All SLFRF funds must be awarded within the statutory period between March 3, 2021 and December 31, 2024 and expended to cover such obligations by December 31, 2026. 16. ISPs have two opportunities to demonstrate whether a specific geographic area is served, based on data submitted by ISPs to the Commission, which Communications Division Staff validates, and the application objection process adopted herein. Conclusions of Law 1. The rules, application requirements and guidelines for the Federal Funding Account, as set forth in Appendix A, are consistent with federal statute, the Treasury Final Rule and state statute and should be approved. 2. Initially limiting funds to areas of the state that do not have access to reliable 25 Mbps download and 3 Mbps upload connection is reasonable, given the significant need for high-speed, reliable and affordable wireline broadband service in the state. 3. It is reasonable to allow lower build out requirements for grant recipients proposing projects in which delivering symmetrical speeds of 100 Mbps is impracticable because of the geography, topography, or excessive costs associated with such a project. 4. The Final Rule encourages program eligibility determinations as well as program funding to be limited to reliable wireline broadband infrastructure. 5. The Final Rule encourages recipients to prioritize investments in fiber optic infrastructure, finding that such advanced technology enables the next R.20-09-001 COM/ARD/mph/jnf - 103 - generation of application solutions for all communities, can deliver superior, reliable performance, and is generally most scalable to meet future needs. 6. This decision complies with directives of Pub. Util. Code §§ 281(n)(3)(A) and §§ 281(n)(3)(B) respectively which direct the Commission to spend $2 billion on broadband Internet infrastructure projects, with $1 billion allocated to projects in urban counties and $1 billion allocated to projects in rural counties, requiring the Commission to allocate initially $5 million for projects in each county and then allocate the remaining funds in the respective urban or rural allocation, based on each county’s proportionate share of households without access to broadband Internet access service speeds of at least 100 megabits per second download. 7. The application objection rules adopted in this decision, including the 21-day submission deadline and the information requirements of applicants and application objectors, balance the need to award grants expeditiously against the potential for committing funds to unnecessary projects and should be approved. 8. In D.20-12-021, the Commission analyzed, at great length, information that meets the definitions of trade secret and critical infrastructure information. 9. ISP deployment data, also called serviceable address data, as well as permits, do not contain customer proprietary network information (CPNI). ISP deployment data, also called serviceable address data, and permits are already in the public domain, and therefore do not meet the definitions of a trade secret or critical infrastructure information. 10. In D.21-10-019, the Commission found that carriers did not satisfy their burden of demonstrating that pole attachment data warranted confidential treatment, but still allowed any of the five major pole owners and/or attachers to R.20-09-001 COM/ARD/mph/jnf - 104 - file a motion seeking confidential treatment and provide the necessary granular information and declaration to support their confidentiality request. 11. This Commission has the authority to delegate to Staff the ministerial review of Federal Funding Account applications meeting the criteria specified in the Ministerial Review Section of this Decision and in Appendix A, and it is reasonable that it do so in the context of this proceeding. 12. The new state owned and operated statewide middle-mile network authorized by SB 156 will not reach all parts of the state, making it necessary to use some Federal Funding Account grant funds on middle-mile infrastructure. 13. The Commission should adopt the Federal Funding Account rules, as revised in this decision. ORDER IT IS ORDERED that: 1. The revised Federal Funding Account rules contained in Appendix A are adopted. 2. The Commission delegates to Communications Division Staff the authority to develop application submission guidance and templates for applicants and interested individuals that are consistent with this Decision and with the U.S. Treasury Department’s Final Rule. 3. The Commission delegates to Communications Division Staff the authority to approve applications meeting the ministerial review requirements contained in Appendix A and consistent with this decision. Applications that do not meet the ministerial review requirements may only be approved by Commission resolution. R.20-09-001 COM/ARD/mph/jnf - 105 - 4. The Commission delegates to Communications Division Staff the authority to establish application deadlines for the Federal Funding Account approved by this decision. 5. Rulemaking 20-09-001 remains open. This order is effective today. Dated April 21, 2022, at San Francisco, California. ALICE REYNOLDS President CLIFFORD RECHTSCHAFFEN GENEVIEVE SHIROMA DARCIE L. HOUCK JOHN R.D. REYNOLDS Commissioners R.20-09-001 ALJ/TJG/mph/jnf APPENDIX A Revised Federal Funding Account Grant Program Rules City of Fresno CPUC Map - High Density City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1378 Agenda Date:9/28/2023 Agenda #:1.-P. REPORT TO THE CITY COUNCIL FROM:AARON A. AGUIRRE, Director Parks, After School, Recreation and Community Services Department BY:ALDI RAMIREZ, Assistant Director Parks, After School, Recreation and Community Services Department SHELBY MACNAB, Business Manager Parks, After School, Recreation and Community Services Department SUBJECT Actions Pertaining to a Requirements Contract for Logging Services for Camp Fresno and Camp Fresno Junior: 1. Adopt a finding of Categorical Exemption per staff determination pursuant to Section 15301/Class 1 and 15304/Class 4 of the California Environmental Quality Act (CEQA) Guidelines. 2. Approve the Award of a Requirements Contract to Arbor Pros LLC., for One-Year with Two Optional One-Year Extensions (Proposal No 12301339). 3. Authorize spending authority for logging services in an amount not to exceed $180,000 per year for a total of $540,000, with no minimum spending guarantee expressed or implied under any respective requirements contract. 4. Authorize the City Manager or designee to sign all related documents on behalf of the City. RECOMMENDATION Staff recommends Council approve the award of a requirements contract to Arbor Pros LLC., for a one-year term with two one-year optional extensions for logging services at Camp Fresno and Camp Fresno Junior and authorize spending and signatory authority. EXECUTIVE SUMMARY There are approximately 166 trees at Camp Fresno that have been marked for removal by the U.S. Forest Service. Staff recommends Council approve the award of a requirements contract to Arbor Pros LLC., for one-year with two optional one-year extensions for logging services at Camp Fresno and Camp Fresno Junior located at 53849 Dinkey Creek Road, Shaver Lake, CA 93664. BACKGROUND In 1956, the City of Fresno entered into a Special Use Permit with the US Forest Service which allows the City of Fresno to operate Camp Fresno and Camp Fresno Junior grounds. On an annual City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1378 Agenda Date:9/28/2023 Agenda #:1.-P. allows the City of Fresno to operate Camp Fresno and Camp Fresno Junior grounds.On an annual basis,the U.S.Forest Service assesses forest health at Camp Fresno.As part of this assessment, trees are marked for removal due to disease or impacts from drought and other environmental conditions.Approximately 166 trees are currently marked for removal.On March 14,2023,the City of Fresno Department of Parks,After-School,Recreation and Community Services (PARCS)solicited proposals to provide logging services for Camp Fresno and Camp Fresno Junior sites.The scope of logging services to be performed are hazard tree felling,log and tree removal,slash treatment,site restoration, and traffic control. On March 29,2023,at 11:00 a.m.,the City held a virtual bid opening meeting with the option to call- in.Prospective proposers were encouraged to attend since City staff were present to answer any questions regarding the specifications. On April 11, 2023, proposals were due and requested to be submitted electrically via Planet Bids and publicly opened and recorded. The City received four responses: 1.Arbor Pros, LLC 2.Fleming and Sons LLC 3.P31-Enterprises, Inc. 4.San Joaquin Forest Products LLC On April 14,2023,a committee review was conducted to evaluate the four proposals.The committee review concluded that all four vendors should resubmit their pricing information due to the variability in pricing presented.On July 26,2023,the City sent out a “Last,Best and Final”notice and a request for extension for vendors to resubmit their pricing no later than 5:00 p.m.On August 7,2023.In response to the request for “Last,Best and Final”proposals,the City received four proposals from Arbor Pros,LLC,Fleming and Sons LLC.,P31-Enterprises,Inc.,and San Joaquin Forest Products LLC. On August 10,2023,a committee review was conducted to evaluate the “Last,Best and Final” responses.Based on the updated pricing information,the committee recommended Arbor Pros LLC to be selected for the logging services RFP.Arbor Pros LLC.,provided the lowest proposed cost for services. ENVIRONMENTAL FINDINGS An environmental assessment has been conducted of this project and it has been determined that it falls within the Categorical Exemption set forth in CEQA Guidelines,Section 15301/Class 1 (Existing Facilities)and Section 15304/Class 4 (Minor Alterations),because the proposed project involves no significant alteration of the campgrounds and does not involve expansion of the existing use,but rather makes minor alterations to the land by adhering to the recommendations of the U.S.Forest Service to remove the identified trees that have been negatively affected by environmental conditions.Furthermore,staff has determined that none of the exception to Categorical Exemptions set forth in CEQA Guidelines, Section 15300.2 apply to this project. LOCAL PREFERENCE The RFP committee did account for local preference, and local preference was part of the criteria City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1378 Agenda Date:9/28/2023 Agenda #:1.-P. used by the committee in their evaluation process. FISCAL IMPACT Appropriations for fiscal year 2024 tree removal are currently reflected in the PARCS Department’s budget. Attachments: Formal RFP 12301339 Camp Fresno Logging Signed Bid Evaluation Sample Contract Categorical Exemption City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ RFP 05-2021 PAGE 1 REQUEST FOR PROPOSALS FOR REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR PROPOSAL NUMBER: 12301339 PROPOSAL SUBMISSION DEADLINE: April 11, 2023 PROPOSAL CONTACT: Augustus Krider PURCHASING DIVISION Email: Augustus.Krider@fresno.gov Phone: (559) 621-8361 OR 621-1332 Fax: (559) 457-1455 RFP 05-2021 PAGE 2 CITY OF FRESNO PROPOSAL SPECIFICATIONS REQUEST FOR PROPOSALS REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR I - INTRODUCTION ............................................................................................................. 3 NOTICE INVITING PROPOSALS................................................................................................ 4 INSTRUCTIONS TO PROPOSERS ............................................................................................ 6 II - PROPOSAL AND CONTRACT DOCUMENTS ............................................................ 11 CHECKLIST .............................................................................................................................. 12 COST PROPOSAL .................................................................................................................... 13 PROPOSAL DEPOSIT .............................................................................................................. 16 STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION ............................................... 17 NONCOLLUSION DECLARATION ............................................................................................ 18 ADDENDA ................................................................................................................................. 19 REFERENCES .......................................................................................................................... 20 PROPOSER QUALIFICATION QUESTIONNAIRE .................................................................... 21 SIGNATURE PAGE .................................................................................................................. 23 SAMPLE CERTIFICATION ....................................................................................................... 25 AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS (ACH CREDITS) ........................ 26 SAMPLE SERVICE CONTRACT .............................................................................................. 27 III - GENERAL CONDITIONS ............................................................................................ 29 MINIMUM LIMITS OF INSURANCE .......................................................................................... 32 IV – SPECIAL CONDITIONS ............................................................................................. 39 V - SCOPE OF WORK ....................................................................................................... 41 RFP 05-2021 PAGE 3 I - INTRODUCTION - Notice Inviting Proposals - Instructions to Proposers RFP 05-2021 PAGE 4 NOTICE INVITING PROPOSALS Electronic Proposals will be received by the office of the Purchasing Manager of the City of Fresno, all in accordance with the Specifications for: REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 The City of Fresno is soliciting proposals to provide logging services at Camp Fresno and Camp Fresno Junior. This request is for a one (1) year Contract with two (2) possible one (1) year extensions. The RFP forms, Instructions to Proposers, copies of plans and/or specifications may be obtained from the Office of the Purchasing Manager (phone 559 621-1332) via the City’s web site: http://www.fresno.gov, Doing Business (at the top of the screen), Bid Opportunities. Proposals may be submitted electronically via Planet Bids only. Proposals are to be submitted electronically using Planet Bids prior to the opening at 3 p.m. on Tuesday, April 11, 2023, at which time they will be publicly opened and recorded. Join the bid opening meeting at https://zoom.us/j/92047244398 or call (669) 900-9128, meeting ID 920 4724 4398. All proposals must be made on the proposal forms provided by the Purchasing Manager and must be accompanied by a deposit in the amount of Five Hundred Dollars ($500) in the form of a Cashier's or Certified Check, an irrevocable letter of credit, a certificate of deposit, or a bidder's bond of a corporate surety, authorized by the California Insurance Commissioner to do business in the State of California, payable and acceptable to the City of Fresno. All deposits will be held until a Contract has been executed with the successful Proposer or all proposals have been rejected. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. 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 proposal conference will be held at: 11:00 a.m. on March 29, 2023. Join the meeting by going to https://zoom.us/j/6121661250 or call (669) 900-9128, meeting ID 612 166 1250. Prospective Proposers are encouraged to attend since City Staff will be present to answer any questions regarding the Specifications. RFP 05-2021 PAGE 5 Services of an interpreter and additional accommodations can be made available. Requests for accommodations should be made at least five working days but no later than 48 hours prior to the scheduled meeting/event. Please contact the Procurement Specialist listed on the cover at 559-621-1332 or Augustus.Krider@fresno.gov. The City of Fresno reserves the right to reject any and all proposals. The work hereunder constitutes a “public work” as defined in Chapter 1, Part 7, Division 2 of the California Labor Code, and Contractor shall cause the work to be performed as a “public work” in accordance with such Chapter of the California Labor Code. The Council of the City of Fresno has adopted Resolution No. 82 297 ascertaining the general prevailing rate of per diem wages and per diem wages for holidays and overtime in the Fresno area for each craft, classification, or type of worker needed in the execution of Contracts for the City. Information specific to the Work to be done under this Contract can be obtained by contacting the Contract Compliance Officer at the City of Fresno Public Works Department Street Maintenance Division, (559) 621-1492. Prevailing wage labor rate shall be in accordance with the general prevailing wage determination made by the Director of Industrial Relations. RFP 05-2021 PAGE 6 INSTRUCTIONS TO PROPOSERS REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 1. No proposal will be considered for award unless it is submitted on the proposal forms furnished by the Purchasing Manager, completely filled out, properly signed by the Proposer and filed electronically via Planet Bids on or before the date and time specified in the Notice Inviting Proposals. The time clock in the Purchasing Division will be the official clock for documenting the time of filing. 2. No proposal will be considered for award unless the Proposer has complied with the following: Proposers must submit a deposit in the amount of Five Hundred Dollars ($500) with their proposal in the form of a Certified or Cashier's Check, an irrevocable letter of credit, a certificate of deposit, or a bidder's bond of a corporate surety, authorized by the California Insurance Commissioner to do business in the State of California, payable and acceptable to the City of Fresno. Such deposit shall be retained by the City of Fresno as a guarantee that the Proposer, if awarded all or part of the proposal, will, within fifteen (15) calendar days (except in the event federal funding is applicable to this Contract, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return a Contract furnished by the City. All deposits will be returned when the Contract(s) has been executed for all items awarded, or if all proposals are rejected. Copies of Bid Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. 3. The City will 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. 4. The City reserves the right to reject any and all proposals. SUBMITTAL OF PROPOSAL 5. Each Proposer shall carefully examine each and every term of this Request for Proposals; and each Proposer shall judge all the circumstances and conditions affecting its 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 Proposals. 6. 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. 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 Proposals. It may accept the proposal that it considers to be in the 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. RFP 05-2021 PAGE 7 ACH PAYMENT INITIATIVE -ELECTRONIC PAYMENT 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 proposer 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 Proposer to comply with these accessibility requirements if they are awarded a contract. PUBLIC RECORDS 9. 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 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 not be considered for award. Proposals, excluding confidential information, will be available for review after posting of staff recommendation. SELECTION PROCESS AND EVALUATION CRITERIA 10. 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 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 not be considered for award and dropped from the evaluation process. The Selection Committee will evaluate the proposals on the following criteria: a. Cost as shown on the proposal form. b. Ability to meet the stated service requirements. c. Past Performance and Experience based on References and experience shown on "Statement of Qualifications and Experience." d. Conformance to the terms and conditions of the RFP. RFP 05-2021 PAGE 8 e. Financial Stability based on information provided in the Statement of Qualifications. f. Other related information. 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 interest of the City. The City may agree to such terms and conditions as it may determine to be in its interest. 11. 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. 12. 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 interest of the City and the objectives of the project, in the City’s sole discretion. 13. 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 14. The Proposer agrees that the City may have ONE HUNDRED TWENTY (120) 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. CONTRACT DOCUMENTS 15. The proposer shall submit the required contract documents in a form acceptable to the Purchasing Division 2101 G Street, Building A - Fresno, CA 93706 within 15 calendar days (except in the event in the event federal funding is applicable to this Contract, then 10 working days) from the Notice of Award of proposal. Failure to provide said documents within the designated period shall be sufficient cause to award to the next proposer offering the next best value to the City. QUESTIONS, CLARIFICATIONS, AND CONCERNS 16. The Specifications describing this project have been carefully prepared. Any questions or concerns relating to these Specifications shall be directed in writing to the designated Procurement Specialist of the Purchasing Division (see cover page) and may be submitted electronically by utilizing the Question and Answers field on Planet Bids. Questions will be accepted only up to five (5) working days prior to the proposal date to allow the City, if necessary, to issue an addendum to all proposers stating revisions, deletions, or additions to be made to the Specifications as a result of any questions. If questions arise after the deadline, please contact the designated Procurement Specialist of the Purchasing Division, but the City will not guarantee a response. The City will not be responsible for verbal responses made by parties other than the Purchasing Manager or designee. RFP 05-2021 PAGE 9 CONTACTS WITH CITY STAFF 17. Before an award is made, any contact with City staff, other than the Purchasing Manager or designee(s), without prior written authorization is strictly prohibited and may render the Proposer non-responsible. REGULATED COMMUNICATIONS IN CITY PROCESS ORDINANCE 18. 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 and/or determined to be non-responsible. 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 viewed on the City’s website at, http://www.fresno.gov. Under Government, “City Clerk” - Fresno Municipal Code- Or view the Fresno Municipal Code directly at https://library.municode.com/ca/fresno/codes/code_of_ordinances?nodeId=MUCOFR_CH4CIPUCOSA_ART6RECOELOFPRPR NOTIFICATION OF STAFF DETERMINATION 19. Once the City has reviewed and evaluated the proposals received and has determined for award the responsible proposal that provides the best value to the City, that determination will be posted on the City's website http://www.fresno.gov, reference link “Departments” (at the top of screen), “General Services,” “Purchasing,” and “Anticipated Formal Bid Award.” It is the sole responsibility of interested Proposers to seek this information. Proposers will be given an opportunity to submit, in writing, within 5 days to the Purchasing Manager any concerns with the RFP process or Staff Determination. 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 Determination. 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. DEBARMENT 20. A Proposer may be debarred from bidding or proposing upon or being awarded any contract with the City, or from being a subcontractor or supplier at any tier upon such contract, in accordance with the procedures in Fresno Municipal Code Section 4-104 adopted by Council on May 17, 2018. The initial period of any such debarment shall not be less than one year and may be permanent depending on the violation. A Proposer may request a hearing, in accordance with Fresno Municipal Code Section 4-104, upon receipt of a notice of proposed debarment from the City Manager or designee. A copy of the Ordinance may be obtained from the City Clerk’s Office, 2101 G Street, Building A Fresno, CA 93706. OUTREACH TO SMALL BUSINESS ENTERPRISES IN SUBCONTRACTING 21. 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, RFP 05-2021 PAGE 10 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. RFP 05-2021 PAGE 11 II - PROPOSAL AND CONTRACT DOCUMENTS RFP 11-2022 PROPOSAL SECTION PAGE 12 (Submit with Proposal) Proposer's Name _____________________________ CHECKLIST Proposers are requested to submit this Checklist and the following information, providing the content in the sequence shown below. If documentation provided is incomplete, the Proposer may be ineligible for award of a Contract. 1. COVER LETTER, including company name, address, contact name, phone number and fax number. 2. COST PROPOSAL (pp. 12-14) (complete attached form) 3. PROPOSAL DEPOSIT in the form of: Certified Check Proposer's Bond Cashier's Check Irrevocable Letter of Credit Certificate of Deposit Annual Bidder's Bond 4. CITY FORMS (pp. 16-18) (complete/return attached forms) STATEMENT INDICATING ACCEPTANCE OF INDEMNIFICATION AND INSURANCE REQUIREMENTS NON-COLLUSION DECLARATION ADDENDA 5. STATEMENT OF QUALIFICATIONS AND EXPERIENCE, including a description of qualifications and relevant experience. 6. Signature page of all ADDENDA issued, Addendum No. (Enter numbers, if applicable). Applicable Not Applicable 7. REFERENCES (p. 19) 8. PROPOSER QUALIFICATION QUESTIONNAIRE (pp. 20-21) (complete attached form) 9. SIGNATURE PAGES (pp. 22), including (for corporations) Notary Acknowledgment in corporate form, certification by secretary and board resolution or other document to authorize individual who signs proposal. 10. ACH AUTHORIZATION AGREEMENT (p. 25) Signature page of ACH payment. RFP 11-2022 PROPOSAL SECTION PAGE 13 (Submit with Proposal) Proposer's Name COST PROPOSAL REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 TERM OF CONTRACT The Contract shall be in effect for One (1) year( from the date of the Notice to Proceed. The Contract may be extended in accordance with the provisions set forth in the Special Conditions of these Specifications. TO THE PURCHASING MANAGER, CITY OF FRESNO Having carefully examined the Request for Proposals, attachments and related documents, the undersigned proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the following services at the following rates: ITEM # ITEM QTY UNIT UNIT PRICE 1 Mobilization 1 LUMP SUM $ 2 Tree only removal per diameter inch 0”-6” DBH 50 TREES $ 3 Tree only removal per dia. inch 7” - 12” DBH 50 TREES $ 4 Tree only removal per dia. inch 13” - 18” DBH 50 TREES $ 5 Tree only removal per dia. inch 19” - 24” DBH 50 TREES $ 6 Tree only removal per dia. inch 25” - 30” DBH 50 TREES $ 7 Tree only removal per dia. inch 31” - 36” DBH 50 TREES $ 8 Tree only removal per dia. inch over 36”+ DBH 50 TREES $ 9 Tree & stump removal per diameter inch 0”-6” DBH 25 TREES $ 10 Tree & stump removal per dia. inch 7” - 12” DBH 25 TREES $ 11 Tree & stump removal per dia. inch 13” - 18” DBH 25 TREES $ (Continued) RFP 11-2022 PROPOSAL SECTION PAGE 14 (Submit with Proposal) Proposer's Name 12 Tree & stump removal per dia. inch 19” - 24” DBH 25 TREES $ 13 Tree & stump removal per dia. inch 25” - 30” DBH 50 TREES $ 14 Tree & stump removal per dia. inch 31” - 36” DBH 50 TREES $ 15 Tree & stump removal per dia. inch over 36”+ DBH 50 TREES $ 16 Stump grinding only - cost per stump, diameter inch at grade. 250 STUMPS – Up to 36+ DBH $ 17 Special handling and disposal fee per ton for contaminated trees. 1 TON $ 18 Log chipping, on-site 200 CUBIC YARDS $ 19 Haul & dispose of excess slash. 1,000 LOADED MILE $ 20 Site restoration to original condition using chips, includes site stabilization. 200 HOURS $ 21 Traffic control 10 DAYS $ 22 Crane Truck 500 HOURS $ 23 95-Aerial Tower 500 HOURS $ 24 Grading Equipment 500 HOURS $ 25 Log deck back/stacking 40 HOURS $ 26 Haul & dispose of excess logs 1,000 LOADED MILE $ 27 Miscellaneous Items (please describe on page 22) 1 LUMP SUM $ Units: The city of Fresno anticipates the need to remove approximately 100 trees per year. There are approximately 250 stumps to be removed. Tree diameters range in size. Tree heights range up to 200 feet tall. The quantities identified above are approximate. Actual quantities may vary. RFP 11-2022 PROPOSAL SECTION PAGE 15 (Continued) (Submit with Proposal) Proposer's Name The Total Amount of Proposal is ______________________________________________ Dollars and ________________ Cents. The above amount shall include any and all applicable taxes. The quantities listed on the proposal page(s) are estimates for the initial term. The actual requirement of the City may be more or less than the quantities specified. The City will pay for only those items which it actually delivered or received during the term of the Contract. The City reserves the right to reject any and all proposals. RFP 11-2022 PROPOSAL SECTION PAGE 16 (Submit with Proposal.) Proposer’s Name: _________________________ PROPOSAL DEPOSIT FOR REQUEST FOR PROPOSALS FOR: REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 Accompanying this proposal is a Proposal Deposit in the amount of Five Hundred Dollars ($500) in the form of: Certified Check Bidder's Bond Cashier's Check Irrevocable Letter of Credit Certificate of Deposit Annual Bidder's Bond Proposal Deposit is deposited by the undersigned Proposer with the City of Fresno as a guarantee that the Proposer, if awarded all or part of the Contract, will, within fifteen (15) calendar days (except in the event federal funding is applicable to this Contract, then 10 working days) from the date the Notice of Award is mailed to the Proposer, execute and return a Contract furnished by the City. Copies of Proposal Deposits may be submitted electronically, with the exception of a certified or cashier’s check, which must be brought to the Purchasing Manager’s office prior to the bid opening and labeled accordingly with proposal number. Such Deposit is made with the understanding that failure to execute such Contract will result in damage to the City, that the amount of such damage would be difficult to determine and that in the event of such default said Deposit shall become the property of the City; or, if a Bidder's Bond is deposited, the amount of the obligation thereof, but not more than the above stated amount, shall thereupon be due and payable to the City of Fresno as liquidated damages for such default, payment of said amount to be the joint and several obligation of the Proposer and the corporate surety. BUSINESS LOCATION The undersigned Proposer does not maintain a place of business in the City of Fresno. The undersigned Proposer maintains a place of business in the City of Fresno at: , Fresno, CA BUSINESS LICENSE The undersigned Proposer has a current City of Fresno Business License and the number is . If the successful Proposer does not have a City of Fresno Business License, he/she shall obtain such a license prior to the issuance of a Notice to Proceed for the Work and maintain in effect throughout the term of this Contract. CONTRACTOR’S LICENSE The undersigned Proposer holds a valid Class State of California Contractor’s License. The License Number is and was issued on . Expiration Date: , if applicable. RFP 11-2022 PROPOSAL SECTION PAGE 17 (Submit with Proposal) Initial:____________________ CITY OF FRESNO FINANCE DEPARTMENT ACCOUNTS PAYABLE SECTION STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION AND INSURANCE REQUIREMENTS FOR REQUEST FOR PROPOSALS FOR: REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 The Proposer shall sign below that the Proposer accepts in whole the Indemnification and Insurance Requirements set forth in these Specifications. If the Proposer takes exception to some portions, those portions shall be listed here below and the Proposer shall sign that the Proposer accepts all portions of the requirements not listed. Note: Any exceptions may cause a Proposer to not be awarded a contract. ACCEPT DO NOT ACCEPT If "DO NOT ACCEPT" is checked, please list exceptions: INSERT IF APPLICABLE Signature of Authorized Person _______________________________________ Type or Print Name of Authorized Person RFP 11-2022 PROPOSAL SECTION PAGE 18 (Submit with Proposal) Proposer's Name NONCOLLUSION DECLARATION Public Contract Code section 7106 The undersigned declares: I am the __________________________ of ______________________________________, Title of Authorized Person Bidding Firm, the party making the foregoing bid. The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on _________, at _______________, ______. Date City State Signature of Authorized Person Print Name of Authorized Person The above Noncollusion Declaration is part of the Bid Proposal. Bidders are cautioned that making a false declaration may subject the certifier to criminal prosecution. RFP 11-2022 PROPOSAL SECTION PAGE 19 (Submit with Proposal) Proposer's Name 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 ONE HUNDRED TWENTY (120) 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. RFP 11-2022 PROPOSAL SECTION PAGE 20 (Submit with Proposal) Proposer's Name REFERENCES REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 Please list at least three references of similar size and type of services, including governmental agencies, if available. 1. AGENCY/COMPANY NAME: ADDRESS: CONTACT PERSON: E-MAIL: PHONE NUMBER: FAX NUMBER: LENGTH OF CONTRACT: NUMBER OF YEARS: TYPE OF SERVICE PROVIDED: 2. AGENCY/COMPANY NAME: CONTACT PERSON: E-MAIL: PHONE NUMBER: FAX NUMBER: LENGTH OF CONTRACT: NUMBER OF YEARS: TYPE OF SERVICE PROVIDED: 3. AGENCY/COMPANY NAME: ADDRESS: CONTACT PERSON: E-MAIL: PHONE NUMBER: FAX NUMBER: LENGTH OF CONTRACT: NUMBER OF YEARS: TYPE OF SERVICE PROVIDED: RFP 11-2022 PROPOSAL SECTION PAGE 21 (Submit with Proposal) Proposer's Name PROPOSER QUALIFICATION QUESTIONNAIRE FOR REQUEST FOR PROPOSALS FOR: REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 TO: THE PURCHASING MANAGER OF THE CITY OF FRESNO The undersigned Proposer submits the following information in accordance with the proposal Specifications: (Use additional sheets as needed.) 1. a. Business Name (If using more than one business name, please list all names.): b. Address: Is your firm operating as a franchisee? Yes or No If yes, list the franchiser, and number of years your business has been franchised: 2. Provide the names, titles, qualifications, years of experience, and years with your firm, for all key personnel in authority in your business, including the key personnel that will be involved in this project, and the extent to which they will be involved in the performance of this Contract. 3. How many years has your business been established? How many years has your business been under your present name? How many years under former names? (List name and number of years) 4. How many years has your business been providing services? 5. What other types of services does your business provide? 6. Do you have any affiliated companies? (If parent company, list subsidiaries and divisions. If subsidiary or division, name parent company, its principals, and their addresses): 7. Have there been any contract terminations for the services your firm performs before the fulfillment of the contract within the past three years? Yes or No If so, list the date, client, and reason for termination below: (Submit with Proposal.) RFP 11-2022 PROPOSAL SECTION PAGE 22 Proposer's Name __________________________ PROPOSER QUALIFICATION QUESTIONNAIRE (Continued) FOR REQUEST FOR PROPOSALS FOR: REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339 8. Provide an organization chart, indicating full-time personnel, job titles, locations, and whether each individual works out of an office or is in the field. Organization chart attached? Yes or No 9. Does the proposer currently possess sufficient resources to meet the initial requirements (See Estimated Quantities for each for this contract (pp. 13-14) and Scope of Work (pp.40-42). Yes or No If “Yes”, describe the inventory and if “No”, describe how you will meet the initial requirements: 10. Describe how you will meet the requirement to provide the services outlined on pages 13-14 and in the Scope of Work (pages 40-42). 11. Outline your support services including establishing direct lines of communication between City technical staff. 12. Describe the methods utilized to ensure safety of staff and bystanders during tree removal services. 13. Describe the fire prevention method(s) you utilize when providing tree removal services in a forest environment. 14. Describe any miscellaneous costs that were included on page 14, line item 27 (if applicable). RFP 11-2022 PROPOSAL SECTION PAGE 23 (Submit with Proposal) Proposer's Name ______________________________ SIGNATURE PAGE By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, 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: RFP 11-2022 PROPOSAL SECTION PAGE 24 INSTRUCTIONS FOR SIGNATURE PAGE 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. 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, authorizing the officer or employee to sign contracts (sample certification attached): a copy of the Secretary of State printout, 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 Contracts. (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. (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 Contracts on behalf of the partnership evidenced by inclusion of either a copy of the Partnership Agreement or a recorded Statement of Partnership. (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 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. 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 typewritten below: NAME ADDRESS NOTE: All addresses must be complete with street number, City, State, and Zip Code. RFP 11-2022 PROPOSAL SECTION PAGE 25 SAMPLE CERTIFICATION I, , certify that I am the secretary Name of the corporation named herein; that who signed this Name 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: RFP 11-2022 PROPOSAL SECTION PAGE 26 (Submit with Proposal) Initial _______ CITY OF FRESNO FINANCE DEPARTMENT ACCOUNTS PAYABLE SECTION AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS (ACH CREDITS) Company Name ______________________ Contact Email Address_________________ Contact Name ________________________ Telephone Number ___________________ The City of Fresno, Finance Department, (FINANCE DEPARTMENT), is authorized to initiate credit entries to the company above, (COMPANY), in the account below at the depository financial institution named below, (DEPOSITORY), and to credit the same to such account. Company acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Depository Name _______________________________ Branch ______________________________ City __________________________________ State______ Zip Code _________________ Routing Account Number ______________________________ Number _____________________________ ☐ ACH Authorization Agreement Form already on file with City. This authorization is to remain in full force and effect until FINANCE DEPARTMENT has received written notification of its termination. The FINANCE DEPARTMENT and DEPOSITORY have a reasonable time to process the termination. Name(s) ______________________________________________________________ (Please print) Signature _______________________________ Date ________________________ Title ____________________________________ RFP 11-2022 PROPOSAL SECTION PAGE 27 SAMPLE SERVICE CONTRACT THIS CONTRACT is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. CONTRACT DOCUMENTS. The "Notice Inviting Proposals," "Instructions to Proposers," "Proposal" and the "Specifications" including "General Conditions," "Special Conditions", “Federal Conditions”, “Functional Specifications” and “Technical Requirements” for the following: [Title] (Request for Proposals No. [Number]) copies of which are annexed hereto, together with all the documents specifically referred to in said annexed documents, including the Performance Bond, if required, are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. PRICE. For the monetary consideration of [WRITTEN $ AMOUNT] DOLLARS AND [WRITTEN CENTS AMOUNT] CENTS ($[DOLLAR AMOUNT]), as set forth in the Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, and to the satisfaction of City, and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. PAYMENT. City accepts Contractor's Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. INDEMNIFICATION. To the furthest extent allowed by law, including California Civil Code section 2782 (if applicable), Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Contractor, its principals, officers, employees, agents or volunteers in the performance of this Agreement. 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. [Signatures follow on the next page.] RFP 11-2022 PROPOSAL SECTION PAGE 28 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. CITY OF FRESNO, A California municipal corporation By: [Name], [Title/Dept.] APPROVED AS TO FORM: RINA GONZALES Interim City Attorney By: Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy [CONTRACTOR], [Legal Identity] 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) REVIEWED BY: Addresses: CITY: City of Fresno Attention: [Name] [Title] [Street Address] Fresno, CA [Zip] Telephone: (559) [#] E-Mail: [E-Mail address] CONTRACTOR: [Contractor Name] Attention: [Name] [Title] [Street Address] [City, State Zip] Telephone: [area code and #] E-Mail: [E-Mail address] RFP 11-2022 PROPOSAL SECTION PAGE 29 III - GENERAL CONDITIONS RFP 11-2022 PROPOSAL SECTION PAGE 30 III. GENERAL CONDITIONS 1. DEFINITIONS: Wherever used in the Specifications, including the Instructions to Proposers, the proposal, or any of the Contract Documents, the following words shall have the meaning herein given, unless the context requires a different meaning. (a) "City" and "City of Fresno" shall each mean the City of Fresno, CA, unless otherwise indicated. (b) "City Manager" shall mean the City Manager of the City of Fresno. (c) "Contract" and "Contract Documents" shall each mean and refer to these Specifications, including the Instructions to Proposers, the proposal and any addenda thereto, the Contract and all City of Fresno specifications, and other papers and documents incorporated by reference into or otherwise referred to in any of the foregoing documents, whether or not attached thereto. (d) "Contractor" shall mean each person or entity awarded a Contract hereunder and named or to be named in the Contract with the City of Fresno to furnish the goods or services, or both, to be furnished under the Contract. (e) "Council" and "City Council" shall each mean the Council of the City of Fresno. (f) "Proposer" shall mean each person or entity submitting a proposal, whether or not such person or entity shall become a Contractor by virtue of award of a Contract by the City. (g) "Purchasing Manager" shall mean the Purchasing Manager of the City of Fresno. (h) "Specifications" shall mean the Contract Documents. 2. DELIVERY OF SERVICES: If Contractor is delayed providing services by (i) any acts or omissions of City or its employees, or others acting under authority of City by contract or otherwise, (ii) acts of God which Contractor could not reasonably have foreseen and provided for, (iii) illegal strikes, boycotts or like illegal obstructive action by employee or labor organizations, or (iv) any illegal general lockouts or other defensive action by employers, whether general or by organizations of employers; Contractor shall have no claim for damages against City for any such cause of delay, but shall be entitled to an extension of time as will reasonably compensate Contractor for actual loss of time occasioned thereby. Contractor may apply to the City Manager for such extension. However, no such extension of time shall be granted unless Contractor shall have notified the Purchasing Manager, in writing, within one week after the commencement or occurrence of the condition or event which is expected to cause a delay in delivery, of such condition or event and the actual or estimated number of days of delay anticipated on account thereof. The decision of the City Manager as to the number of additional days, if any, to be allowed for completion of delivery on account of such condition or event, will be given in writing to Contractor. 3. TERMINATION FOR CONVENIENCE: The City reserves the right to terminate this Contract for any reason, upon sixty (60) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory service performed to the date of termination. 4. TERMINATION FOR CAUSE: a. If the Contractor shall fail to complete delivery, within the time or times specified herein, of all or any part of the materials, equipment, supplies or services to be provided under the Contract, the City Manager of the City of Fresno or designee, acting for and on behalf of the City, may at any time after the expiration of the time for cure, terminate the Contract as to the whole thereof, RFP 11-2022 PROPOSAL SECTION PAGE 31 or in the event partial delivery has been made and accepted, as to such of the items or service to be furnished which have not been delivered or accepted prior to such termination. b. The City may terminate this Contract if the Contractor materially breaches any of its obligations under this Contract and fails to commence and diligently pursue reasonable efforts to cure such breach within fifteen (15) days after written notice by the City specifically describing the breach. c. Such termination shall be effective upon receipt by Contractor of written notice of termination from said City Manager or designee, which notice shall be deemed to have been received by Contractor, if mailed by certified mail, within forty-eight hours to Contractor's address as contained in the proposal to the City or, if personally delivered, upon the delivery thereof to Contractor, the authorized representative of Contractor, or to the Contractor's said address. 5. CONTRACT DOCUMENTS: Upon award of the Contract, the Contractor shall execute and submit all required documents to the Purchasing Manager, 2101 G Street, Building A Fresno, CA 93706, in a form acceptable to the City of Fresno within fifteen (15) calendar days (except in the event federal funding is applicable to this Contract, then 10 working days) from the date of Notice of Award. Failure to provide said documents within the designated period shall be sufficient cause to forfeit the proposal deposit and initiate a City departmental recommendation for City to award the Contract to another Proposer. 6. PERFORMANCE BOND: Throughout the life of this Contract, the Contractor shall pay for and maintain in full force and effect a "Faithful Performance Bond" from a corporate surety, admitted by the California Insurance Commissioner to do business in the State of California, in the amount of $N/A. If applicable, this bond is to be renewed annually. PROVISIONS APPLICABLE ONLY FOR SERVICES TO BE PERFORMED ON CITY PREMISES 7. INSURANCE REQUIREMENTS. (a) Throughout the life of this Agreement, Contractor shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A- VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, Contractor or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Contractor shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Contractor of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. Approval or purchase of any insurance contracts or RFP 11-2022 PROPOSAL SECTION PAGE 32 policies shall in no way relieve from liability nor limit the liability of Contractor, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds. 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE Contractor shall procure and maintain for the duration of the contract, and for five years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY (i) $2,000,000 per occurrence for bodily injury and property damage; (ii) $2,000,000 per occurrence for personal and advertising injury; (iii) $4,000,000 aggregate for products and completed operations; and, (iv) $4,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 4. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury, property damage or pollution clean-up costs that could result from of pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site, a release of pre-existing pollutants at the site, or other pollution conditions with limits of liability of not less than the following: (i) $1,000,000 per occurrence or claim; and, (ii) $2,000,000 general aggregate per annual policy period. RFP 11-2022 PROPOSAL SECTION PAGE 33 (a) In the event this Agreement involves the transportation of hazardous material, either the Commercial Automobile policy or other appropriate insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by Contractor pursuant to the Agreement. UMBRELLA OR EXCESS INSURANCE In the event Contractor 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 Contractor shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Contractor shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or (ii) Contractor shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days’ written notice has been given to City, except ten days for nonpayment of premium. Contractor 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, Contractor 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, Contractor 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. (ii) In the event this Contract involves any lead-based environmental hazard (e.g., lead based paint), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for lead based environmental hazards. In the event this Contract involves any asbestos environmental hazard (e.g., asbestos remediation), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for asbestos environmental hazards. In the event this Contract involves any mold environmental hazard (e.g., mold remediation), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for mold environmental hazards and “microbial matter including mold” within the definition of “Pollution” under the policy. (iii) The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. (iv) The Commercial General, Pollution and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees, and volunteers as an additional insured. Contractor shall establish additional insured status for the City and for all ongoing and completed operations under both Commercial General and Pollution Liability policies by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General RFP 11-2022 PROPOSAL SECTION PAGE 34 endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (v) The Commercial General, Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the CONTRACTORS’ insurance shall be primary to and require no contribution from the City. The Commercial General and Pollution Liability policies are required to include primary and noncontributory coverage in favor of the City for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. If Contractor maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Contractor. (vi) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vii) For any claims related to this Agreement, Contractor’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, agents, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, agents, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. (viii) The Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. (ix) The Commercial General, Pollution and Automobile Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to City, its officers, officials, agents, employees, and volunteers. PROVIDING OF DOCUMENTS - Contractor shall furnish City with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Contractor shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Contractor shall also be required to provide all documents noted herein. CLAIMS-MADE POLICIES - If any coverage required is written on a claims-made coverage form: (i) The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Contractor. (ii) Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the work or termination of the Agreement, whichever first occurs. (iii) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement, or work commencement date, Contractor must purchase “extended reporting” period coverage for a minimum of five years after completion of the work or termination of the Agreement, whichever first occurs. (iv) A copy of the claims reporting requirements must be submitted to City for review. RFP 11-2022 PROPOSAL SECTION PAGE 35 (v) These requirements shall survive expiration or termination of the Agreement. SUBCONTRACTORS - -If Contractor subcontracts any or all of the services to be performed under this Agreement, Contractor 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, Contractor 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. 8. INDEMNIFICATION: To the furthest extent allowed by law including California Civil Code section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor's obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the 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. 9. PRECEDENCE OF CONTRACT DOCUMENTS: The order of precedence of documents shall be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for this project; (2) Supplemental Agreements, Change Orders, or Contract the one dated later having precedence over another dated earlier; (3) Special Conditions; (4) General Conditions; (5) Scope of Work. Whenever any conflict appears in any portion of the Contract, it shall be resolved by application of the order precedence. 10. FEDERAL IMMIGRATION REFORM AND CONTROL ACT OF 1986: As a material part of any contract for a City of Fresno project, every Contractor who has employees who will work on a City of Fresno project, is required to comply with all of the provisions of the Federal Immigration Reform and Control Act of 1986 (P.L. 99-603, 100 Stat. 3359). This requirement includes compliance with all of the employee documentation provisions. Furthermore, the Contractor will make any employee documentation required to comply with the Act immediately available to the City upon its request for each individual employee working on a City of Fresno project. 11. WORKMANSHIP GUARANTY: The workmanship of the services to be performed for the City by the Contractor will be in accord with the Specifications, and where not specified, in accord with generally accepted standards. 12. ALTERATION OF TERMS: No alterations or variations of the terms of this Contract shall be valid unless made in writing and signed by both parties. 13. CONTRACT CHANGES: No changes or modifications to the Contract shall be made unless agreed to and signed by both parties. No prior, current or post award verbal agreement or agreements with any officer, agent or employee of the City shall affect or modify any terms or obligations of these Specifications or any Contract resulting from this procurement. RFP 11-2022 PROPOSAL SECTION PAGE 36 14. AMENDMENTS: The City of Fresno reserves the right to add, modify, or delete items from the Contract including Special Conditions or Scope of Work. Any changes shall be made only by means of a formal amendment signed by both the City and Contractor. 15. ASSIGNMENT: The Contract is personal to the Contractor and there shall be no assignment, transfer, sale, or subcontracting by the Contractor of its rights or obligations under the Contract without the prior written approval of the City. Any attempted assignment, transfer, sale, or subcontracting by the Contractor, its successors, or assigns, shall be null and void unless approved in writing by the City. 16. TERMINATION BY CITY FOR NON-APPROPRIATION: In the event of non-appropriation relating to the Contract, City shall have the right to terminate the Contract at the end of any fiscal year of City, in the manner and subject to the terms specified in this paragraph. City shall endeavor to give written notice of such termination not less than sixty (60) days prior to the end of such fiscal year, and shall notify Contractor of any anticipated termination. For purposes of this paragraph, "fiscal year" shall mean the twelve-month fiscal period of City which commences on July 1 in every year and ends on the following June 30. For purposes of this paragraph, "non-appropriation" shall mean the failure of the City or City's governing body to appropriate money for any fiscal year of City sufficient for the continued performance of the Contract by City. 17. INDEPENDENT CONTRACTOR: In the furnishing of the services provided for herein, the Contractor is acting as an independent contractor. Neither the Contractor, nor any of its officers, associates, agents or employees shall be deemed an employee, joint venturer, partner, or agent of the City for any purpose. However, the City shall retain the right to verify that the Contractor is performing its respective obligations in accordance with the terms of the Contract. Because of its status as an independent contractor, Contractor and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to City employees. Contractor 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, Contractor shall be solely responsible, indemnify, defend and save City harmless from all matters relating to employment and tax withholding for and payment of Contractor’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, Contractor may be providing services to others unrelated to City or to this Agreement. 18. GOVERNING LAW AND VENUE: The Contract 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 the Contract and any rights and duties thereunder shall be Fresno County, California. 19. COMPLIANCE WITH LAW: In providing the services required under the Contract, Contractor shall at all times comply with all applicable laws of the United States, the State of California and the City of Fresno, 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 the Contract. 20. SEVERABILITY: The provisions of the Contract are severable. The invalidity, or unenforceability of any one provision in the Contract shall not affect the other provisions. 21. INTERPRETATION: The Contractor acknowledges that the Contract in its final form is the result of the combined efforts of the parties and that, should any provision of the Contract be found to be RFP 11-2022 PROPOSAL SECTION PAGE 37 ambiguous in any way, such ambiguity shall not be resolved by construing the Contract in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 22. 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 the Contract, 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. 23. EXHIBITS: Each exhibit and attachment referenced in the Contract is, by the reference, incorporated into and made a part of the Contract. 24. MAINTENANCE OF RECORDS: Records of Contractor pertaining to the services 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 the Contract and for a period of three years after final payment and for the period of time required by law. In addition, all books, documents, papers, and records of Contractor pertaining to the Contract shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. This section shall survive expiration or termination of the Contract. 25. RECYCLING: In the event Contractor 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, Contractor at its sole cost and expense shall: (a) After award, 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 City recycling programs is available from City's Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact the Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. 26. NOTICES: Any notice required or intended to be given to either party under the terms of this Contract shall be in writing and shall be deemed to be duly given if delivered personally 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 the Proposal in the case of the Contractor and at the address in the Special Conditions for mailing of invoices in the case of City, 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. 27. BINDING: Subject to Section 15 of these General Conditions, once this Contract 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. 28. WAIVER: The waiver by either party of a breach by the other of any provision of this Contract shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Contract. No provisions of this Contract may be waived unless in writing and signed by all parties to this Contract. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. RFP 11-2022 PROPOSAL SECTION PAGE 38 29. 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. 30. NO THIRD PARTY BENEFICIARIES: The rights, interests, duties and obligations defined within this Contract are intended for the specific parties hereto as identified in the preamble of this Contract. Notwithstanding anything stated to the contrary in this Contract, it is not intended that any rights or interests in this Contract benefit or flow to the interest of any third parties. 31. EXTENT OF AGREEMENT: Each party acknowledges that they have read and fully understand the contents of this Contract. This Contract 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 Contract may be modified only by written instrument duly authorized and executed by both City and Contractor. 32. HEADINGS: The section headings in this Contract 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 Contract. RFP 11-2022 PROPOSAL SECTION PAGE 39 IV – SPECIAL CONDITIONS RFP 11-2022 PROPOSAL SECTION PAGE 40 IV. SPECIAL CONDITIONS TERM OF CONTRACT: This Contract shall be in effect for one (1) year from the date of the Notice to Proceed. The Contract may be extended, with the mutual written consent of both parties, for two (2) one (1) year increments with price increases/decreases in accordance with the provisions set forth herein, all other terms and conditions specified herein remaining the same. If either the City or Contractor elects not to extend the Contract, or upon expiration of the final one-year extension term, the Contractor shall aid the City in continuing, uninterruptedly, the requirements of the Contract, by continuing to perform on a temporary basis, when specifically requested to do so in writing by the Purchasing Manager, for a specified term not to exceed twelve months. Such continuance shall be subject to price increases/decreases in accordance with the provisions set forth herein, and all other terms and conditions remaining the same as if the contract had been extended for such a temporary period by an amendment hereto. CONTRACT PRICE ADJUSTMENTS All prices and rate increases under this contract shall be limited to a maximum of three percent (3%) for any one year. COMPENSATION ESCALATION DUE TO CHANGE IN MINIMUM WAGE In the event the Contractor is required by a collective bargaining labor agreement or by the Federal Government increases the minimum wage then the contract rates as defined in this proposal shall be subject to negotiation between the Contractor and the City of Fresno. In the event that negotiated changes in contract rates cannot be agreed upon by the City of Fresno and the Contractor, then the Contract may be terminated by either party in accordance with the General Conditions of This Contract. If the Contractor and the City of Fresno agree to a negotiated change in contract rates as defined in this proposal, the Contractor shall increase the minimum hourly wages and salaries paid to its employees performing services under this Contract in accordance with new negotiated wages and salaries. *Note: The Minimum wage rate in California is currently at $15.50 per hour, effective January 1, 2023, for all employers. Proposers should consider wage rates, when completing their proposal. (IF APPLICABLE) PAYMENT: The Proposer shall invoice the City of Fresno in order to initiate the payment process. Invoices shall conspicuously display the City's purchase order number and shall be submitted to: ATTENTION: City of Fresno PARCS Department 1515 E. Divisadero Ave Fresno, CA 93721 Contractor hereby agrees not to assign the payment of any monies due Contractor from City under the terms of this Contract to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due Contractor directly to Contractor. RFP 11-2022 PROPOSAL SECTION PAGE 41 V - SCOPE OF WORK RFP 11-2022 PROPOSAL SECTION PAGE 42 V. SCOPE OF WORK HAZARD TREE FELLING 1. Contractor shall perform all work to safely fell trees identified by the US Forest Service for removal. Hazard trees identified by the US Forest Service for removal are marked with a blue line and a unique tree identification marker that corresponds to the Forestry staff who marked it. 2. The Contractor shall take all actions necessary to avoid damages caused by felling operations and must protect the Camp’s water and sewer infrastructure, structures, roads/driveways, landowner belongings and other private property. 3. Wherever possible, the Contractor shall avoid damaging or removing live trees that are not marked for removal. 4. All work must be completed in a safe manner that prioritizes safety of the public, City, Forestry Department, and Contractor. 5. Trees may be removed by conventional felling methods (hand felling), by climber, by bucket truck or by crane operations. All other methods shall first be approved by the City. Tree removal methods chosen by the Contractor must both ensure safety of workers and public and maximize cost effectiveness. 6. Contractor shall limb all felled trees. Stumps shall be cut as close to the ground as is practical while avoiding damage to Contractor’s equipment. 7. Contractor shall work with the City of Fresno and the US Forest Service to determine tree disposal methods, which may vary based on log size and may include: truck or tractor hauling all log segments resulting from project felling operations to approved sites, chipping, stacking, etc. LOG & STUMP REMOVAL 1. Contractor shall grind and remove stumps. SLASH TREATMENT 1. Upon written approval of the US Forest Service Contractor shall treat slash resulting from project felling operations by chipping and spreading it on site for erosion control and site restoration. Mastication is also an acceptable method of slash treatment. 2. The Contractor may haul excess slash to approved sites. SITE RESTORATION 1. Contractor shall make every reasonable effort to restore disturbed sites to their original condition. 2. All temporary access routes or significantly disturbed areas shall be graded to blend back with natural original terrain. 3. Erosion control measures shall be applied to blend with surroundings consistent with standard timber removal practices. RFP 11-2022 PROPOSAL SECTION PAGE 43 4. If approved by the US Forest Service, wood chips may be used as suitable erosion control. Contractor shall ensure that treated slash does not cover any at-grade Camp facilities (i.e. water meters and sewer manholes) and shall make reasonable efforts to clear drainage culverts and structures of treated slash. 5. If directed by the US Forest Service, slash, excess logs and/or wood chips may need to be hauled off site for disposal. 6. Contractor shall restore, replace or re-install any fences, private belongings, structures, etc. that have been temporarily moved or damaged during Contractor’s operations. TRAFFIC CONTROL 1. Contractor shall be responsible for providing all necessary traffic control to ensure the safety of property owners, motorists and the public. Contractor must be knowledgeable and capable of providing traffic control systems and measures that meet the requirements of local ordinances, codes and regulations. 2. Personal vehicles of the Contractor’s employees shall not be parked on the traveled way or shoulders. Vehicular access to Camp shall not be restricted during evening hours and Contractor shall provide access to Camp during construction operations, so long as it is safe. Contractor shall be responsible for maintaining safe emergency exiting for Contractor, City, Forestry and Camp staff at work site(s). 3. The Contractor must inform the Forest Service, County of Fresno and the emergency dispatcher of all road closures prior to closure. Page 1 of 15 SAMPLE SERVICE CONTRACT THIS CONTRACT is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. CONTRACT DOCUMENTS. The "Notice Inviting Proposals," "Instructions to Proposers," "Proposal" and the "Specifications" including "General Conditions," "Special Conditions", “Federal Conditions”, “Functional Specifications” and “Technical Requirements” for the following: [Title] (Request for Proposals No. [Number]) copies of which are annexed hereto, together with all the documents specifically referred to in said annexed documents, including the Performance Bond, if required, are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. PRICE. For the monetary consideration of [WRITTEN $ AMOUNT] DOLLARS AND [WRITTEN CENTS AMOUNT] CENTS ($[DOLLAR AMOUNT]), as set forth in the Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, and to the satisfaction of City, and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. PAYMENT. City accepts Contractor's Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. INDEMNIFICATION. To the furthest extent allowed by law, including California Civil Code section 2782 (if applicable), Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Contractor, its principals, officers, employees, agents or volunteers in the performance of this Agreement. 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. [Signatures follow on the next page.] Attachments: A - Scope of Work B - Cost Proposal C - General Conditions and Minimum Limits of Insurance Page 2 of 15 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. CITY OF FRESNO, A California municipal corporation By: [Name], [Title/Dept.] APPROVED AS TO FORM: RINA GONZALES Interim City Attorney By: Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy [CONTRACTOR], [Legal Identity] 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) REVIEWED BY: Addresses: CITY: City of Fresno Attention: [Name] [Title] [Street Address] Fresno, CA [Zip] Telephone: (559) [#] E-Mail: [E-Mail address] CONTRACTOR: [Contractor Name] Attention: [Name] [Title] [Street Address] [City, State Zip] Telephone: [area code and #] E-Mail: [E-Mail address] Page 3 of 15 Attachment A - Scope of Work HAZARD TREE FELLING 1. Contractor shall perform all work to safely fell trees identified by the US Forest Service for removal. Hazard trees identified by the US Forest Service for removal are marked with a blue line and a unique tree identification marker that corresponds to the Forestry staff who marked it. 2. The Contractor shall take all actions necessary to avoid damages caused by felling operations and must protect the Camp’s water and sewer infrastructure, structures, roads/driveways, landowner belongings and other private property. 3. Wherever possible, the Contractor shall avoid damaging or removing live trees that are not marked for removal. 4. All work must be completed in a safe manner that prioritizes safety of the public, City, Forestry Department, and Contractor. 5. Trees may be removed by conventional felling methods (hand felling), by climber, by bucket truck or by crane operations. All other methods shall first be approved by the City. Tree removal methods chosen by the Contractor must both ensure safety of workers and public and maximize cost effectiveness. 6. Contractor shall limb all felled trees. Stumps shall be cut as close to the ground as is practical while avoiding damage to Contractor’s equipment. 7. Contractor shall work with the City of Fresno and the US Forest Service to determine tree disposal methods, which may vary based on log size and may include: truck or tractor hauling all log segments resulting from project felling operations to approved sites, chipping, stacking, etc. LOG & STUMP REMOVAL 1. Contractor shall grind and remove stumps. SLASH TREATMENT 1. Upon written approval of the US Forest Service Contractor shall treat slash resulting from project felling operations by chipping and spreading it on site for erosion control and site restoration. Mastication is also an acceptable method of slash treatment. 2. The Contractor may haul excess slash to approved sites. SITE RESTORATION 1. Contractor shall make every reasonable effort to restore disturbed sites to their original condition. 2. All temporary access routes or significantly disturbed areas shall be graded to blend back with natural original terrain. 3. Erosion control measures shall be applied to blend with surroundings consistent with standard timber removal practices. 4. If approved by the US Forest Service, wood chips may be used as suitable Page 4 of 15 erosion control. Contractor shall ensure that treated slash does not cover any at- grade Camp facilities (i.e. water meters and sewer manholes) and shall make reasonable efforts to clear drainage culverts and structures of treated slash. 5. If directed by the US Forest Service, slash, excess logs and/or wood chips may need to be hauled off site for disposal. 6. Contractor shall restore, replace or re-install any fences, private belongings, structures, etc. that have been temporarily moved or damaged during Contractor’s operations. TRAFFIC CONTROL 1. Contractor shall be responsible for providing all necessary traffic control to ensure the safety of property owners, motorists and the public. Contractor must be knowledgeable and capable of providing traffic control systems and measures that meet the requirements of local ordinances, codes and regulations. 2. Personal vehicles of the Contractor’s employees shall not be parked on the traveled way or shoulders. Vehicular access to Camp shall not be restricted during evening hours and Contractor shall provide access to Camp during construction operations, so long as it is safe. Contractor shall be responsible for maintaining safe emergency exiting for Contractor, City, Forestry and Camp staff at work site(s). 3. The Contractor must inform the Forest Service, County of Fresno and the emergency dispatcher of all road closures prior to closure. Page 5 of 15 Attachment B - Cost Proposal Section 1 –Tree Removal Only (no stump grinding) Actual quantities and sizes ordered may vary from the estimates below. ITEM # ITEM QTY UNIT UNIT PRICE 1 Mobilization 1 LUMP SUM $ 2 Tree only removal per dia. inch 7” - 12” DBH 23 TREES $ 3 Tree only removal per dia. inch 13” - 18” DBH 48 TREES $ 4 Tree only removal per dia. inch 19” - 24” DBH 45 TREES $ 5 Tree only removal per dia. inch 25” - 30” DBH 22 TREES $ 6 Tree only removal per dia. inch 31” - 36” DBH 19 TREES $ 7 Tree only removal per dia. inch over 36”+ DBH 9 TREES $ 8 Log deck back/stacking on-site. 1 LUMP SUM $ 9 Haul & dispose of excess slash on-site. 1 LUMP SUM $ 10 Haul & dispose of excess slash off-site; contingent upon forest service direction 1000 Miles LOADED MILE $ 11 Traffic Control 1 DAY $ 12 Miscellaneous Items (please describe below if applicable) 1 LUMP SUM $ SECTION 1 SUB-TOTAL: $ (Continued) (Submit with Proposal) Proposer's Name: Section 1, Line item 12: Miscellaneous cost description: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ Page 6 of 15 ____________________________________________________________________________ Section 2 – Stump Grinding Provide cost per tree; actual quantities may vary. Chips to remain on site pending US Forest Service approval. May transport off-site contingent upon results of fuel load survey conducted by US Forest Service. 13 Mobilization 1 LUMP SUM $ 14 Stump grinding per diameter inch 0”-6” DBH 1 TREES $ 15 Stump grinding per dia. inch 7” - 12” DBH 1 TREES $ 16 Stump grinding per dia. inch 13” - 18” DBH 1 TREES $ 17 Stump Grinding per dia. inch 19” - 24” DBH 1 TREES $ 18 Stump Grinding per dia. inch 25” - 30” DBH 1 TREES $ 19 Stump Grinding per dia. inch 31” - 36” DBH 1 TREES $ 20 Stump Grinding per dia. inch over 36”+ DBH 1 TREES $ 21 Haul & dispose of excess chips off-site 1,000 LOADED MILE $ 22 Miscellaneous Items (please describe below, if applicable) 1 LUMP SUM $ SECTION 2 SUB-TOTAL: $ Section 2, Line item 22: Miscellaneous cost description: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ (Continued) (Submit with Proposal) Proposer's Name: The Total Amount of Proposal is ______________________________________________ Dollars and ________________ Cents. The above amount shall include any and all applicable taxes. The quantities listed on the proposal page(s) are estimates for the initial term. The actual requirement of the City may be more or less than the quantities specified. The City will pay for only those items which it actually delivered or received during the term of the Contract. The City reserves the right to reject any and all proposals. Section I – Lines 8 and 9 are Lump Sum items, both Lump Sum items are for 175 trees each. Page 7 of 15 Attachment C - General Conditions and Minimum Limits of Insurance General Conditions 1. DEFINITIONS: Wherever used in the Specifications, including the Instructions to Proposers, the proposal, or any of the Contract Documents, the following words shall have the meaning herein given, unless the context requires a different meaning. (a) "City" and "City of Fresno" shall each mean the City of Fresno, CA, unless otherwise indicated. (b) "City Manager" shall mean the City Manager of the City of Fresno. (c) "Contract" and "Contract Documents" shall each mean and refer to these Specifications, including the Instructions to Proposers, the proposal and any addenda thereto, the Contract and all City of Fresno specifications, and other papers and documents incorporated by reference into or otherwise referred to in any of the foregoing documents, whether or not attached thereto. (d) "Contractor" shall mean each person or entity awarded a Contract hereunder and named or to be named in the Contract with the City of Fresno to furnish the goods or services, or both, to be furnished under the Contract. (e) "Council" and "City Council" shall each mean the Council of the City of Fresno. (f) "Proposer" shall mean each person or entity submitting a proposal, whether or not such person or entity shall become a Contractor by virtue of award of a Contract by the City. (g) "Purchasing Manager" shall mean the Purchasing Manager of the City of Fresno. (h) "Specifications" shall mean the Contract Documents. 2. DELIVERY OF SERVICES: If Contractor is delayed providing services by (i) any acts or omissions of City or its employees, or others acting under authority of City by contract or otherwise, (ii) acts of God which Contractor could not reasonably have foreseen and provided for, (iii) illegal strikes, boycotts or like illegal obstructive action by employee or labor organizations, or (iv) any illegal general lockouts or other defensive action by employers, whether general or by organizations of employers; Contractor shall have no claim for damages against City for any such cause of delay, but shall be entitled to an extension of time as will reasonably compensate Contractor for actual loss of time occasioned thereby. Contractor may apply to the City Manager for such extension. However, no such extension of time shall be granted unless Contractor shall have notified the Purchasing Manager, in writing, within one week after the commencement or occurrence of the condition or event which is expected to cause a delay in delivery, of such condition or event and the actual or estimated number of days of delay anticipated on account thereof. The decision of the City Manager as to the number of additional days, if any, to be allowed for completion of delivery on account of such condition or event, will be given in writing to Contractor. 3. TERMINATION FOR CONVENIENCE: The City reserves the right to terminate this Contract for any reason, upon sixty (60) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory service performed to the date of termination. 4. TERMINATION FOR CAUSE: Page 8 of 15 a. If the Contractor shall fail to complete delivery, within the time or times specified herein, of all or any part of the materials, equipment, supplies or services to be provided under the Contract, the City Manager of the City of Fresno or designee, acting for and on behalf of the City, may at any time after the expiration of the time for cure, terminate the Contract as to the whole thereof, or in the event partial delivery has been made and accepted, as to such of the items or service to be furnished which have not been delivered or accepted prior to such termination. b. The City may terminate this Contract if the Contractor materially breaches any of its obligations under this Contract and fails to commence and diligently pursue reasonable efforts to cure such breach within fifteen (15) days after written notice by the City specifically describing the breach. c. Such termination shall be effective upon receipt by Contractor of written notice of termination from said City Manager or designee, which notice shall be deemed to have been received by Contractor, if mailed by certified mail, within fortyeight hours to Contractor's address as contained in the proposal to the City or, if personally delivered, upon the delivery thereof to Contractor, the authorized representative of Contractor, or to the Contractor's said address. 5. CONTRACT DOCUMENTS: Upon award of the Contract, the Contractor shall execute and submit all required documents to the Purchasing Manager, 2101 G Street, Building A Fresno, CA 93706, in a form acceptable to the City of Fresno within fifteen (15) calendar days (except in the event federal funding is applicable to this Contract, then 10 working days) from the date of Notice of Award. Failure to provide said documents within the designated period shall be sufficient cause to forfeit the proposal deposit and initiate a City departmental recommendation for City to award the Contract to another Proposer. 6. PERFORMANCE BOND: Throughout the life of this Contract, the Contractor shall pay for and maintain in full force and effect a "Faithful Performance Bond" from a corporate surety, admitted by the California Insurance Commissioner to do business in the State of California, in the amount of $N/A. If applicable, this bond is to be renewed annually. PROVISIONS APPLICABLE ONLY FOR SERVICES TO BE PERFORMED ON CITY PREMISES 7. INSURANCE REQUIREMENTS. (a) Throughout the life of this Agreement, Contractor shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, Contractor or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Contractor shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Contractor of its responsibilities under this Agreement. The Page 9 of 15 phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Contractor, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds. 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE Contractor shall procure and maintain for the duration of the contract, and for five years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY i.$2,000,000 per occurrence for bodily injury and property damage; ii.$2,000,000 per occurrence for personal and advertising injury; iii.$4,000,000 aggregate for products and completed operations; and, iv.$4,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; Page 10 of 15 (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 4. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury, property damage or pollution clean-up costs that could result from of pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site, a release of pre-existing pollutants at the site, or other pollution conditions with limits of liability of not less than the following: i.$1,000,000 per occurrence or claim; and, ii.$2,000,000 general aggregate per annual policy period. a. In the event this Agreement involves the transportation of hazardous material, either the Commercial Automobile policy or other appropriate insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by Contractor pursuant to the Agreement. UMBRELLA OR EXCESS INSURANCE In the event Contractor 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 Contractor shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Contractor shall also be responsible for payment of any self- insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either: i.The insurer shall reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or ii.Contractor shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS i.All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days’ written notice has been given to City, except ten days for nonpayment of premium. Contractor 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, Contractor 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, Contractor 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. ii.In the event this Contract involves any lead-based environmental hazard (e.g., lead based paint), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for lead based environmental hazards. In the event this Contract involves any asbestos environmental hazard (e.g., asbestos remediation), the Contractors Pollution Liability insurance policy shall be endorsed to include coverage for asbestos environmental hazards. In the event this Contract involves any mold environmental hazard (e.g., mold remediation), the Contractors Page 11 of 15 Pollution Liability insurance policy shall be endorsed to include coverage for mold environmental hazards and “microbial matter including mold” within the definition of “Pollution” under the policy. iii.The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. iv.The Commercial General, Pollution and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees, and volunteers as an additional insured. Contractor shall establish additional insured status for the City and for all ongoing and completed operations under both Commercial General and Pollution Liability policies by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. v.The Commercial General, Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the CONTRACTORS’ insurance shall be primary to and require no contribution from the City. The Commercial General and Pollution Liability policies are required to include primary and noncontributory coverage in favor of the City for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. If Contractor maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Contractor. vi.Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. vii.For any claims related to this Agreement, Contractor’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, agents, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, agents, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. viii.The Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. ix.The Commercial General, Pollution and Automobile Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to City, its officers, officials, agents, employees, and volunteers. PROVIDING OF DOCUMENTS - Contractor shall furnish City with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Contractor shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of Contractor shall also be required to provide all documents noted herein. Page 12 of 15 CLAIMS-MADE POLICIES - If any coverage required is written on a claims-made coverage form: i.The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Contractor. ii.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the work or termination of the Agreement, whichever first occurs. iii.If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement, or work commencement date, Contractor must purchase “extended reporting” period coverage for a minimum of five years after completion of the work or termination of the Agreement, whichever first occurs. iv.A copy of the claims reporting requirements must be submitted to City for review. v.These requirements shall survive expiration or termination of the Agreement. SUBCONTRACTORS - -If Contractor subcontracts any or all of the services to be performed under this Agreement, Contractor 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, Contractor 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. 8. INDEMNIFICATION: To the furthest extent allowed by law including California Civil Code section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City,  Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract.  Contractor's obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the 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. 9. PRECEDENCE OF CONTRACT DOCUMENTS: The order of precedence of documents shall be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for this project; (2) Supplemental Agreements, Change Orders, or Contract the one dated later having precedence over another dated earlier; (3) Special Conditions; (4) General Conditions; (5) Scope of Work. Whenever any conflict appears in any portion of the Contract, it shall be resolved by application of the order precedence. 10. FEDERAL IMMIGRATION REFORM AND CONTROL ACT OF 1986: As a material part of any contract for a City of Fresno project, every Contractor who has employees who will work on a City of Fresno project, is required to comply with all of the provisions of the Federal Immigration Reform and Control Act of 1986 (P.L. 99-603, 100 Stat. 3359). This requirement Page 13 of 15 includes compliance with all of the employee documentation provisions. Furthermore, the Contractor will make any employee documentation required to comply with the Act immediately available to the City upon its request for each individual employee working on a City of Fresno project. 11. WORKMANSHIP GUARANTY: The workmanship of the services to be performed for the City by the Contractor will be in accord with the Specifications, and where not specified, in accord with generally accepted standards. 12. ALTERATION OF TERMS: No alterations or variations of the terms of this Contract shall be valid unless made in writing and signed by both parties. 13. CONTRACT CHANGES: No changes or modifications to the Contract shall be made unless agreed to and signed by both parties. No prior, current or post award verbal agreement or agreements with any officer, agent or employee of the City shall affect or modify any terms or obligations of these Specifications or any Contract resulting from this procurement. 14. AMENDMENTS: The City of Fresno reserves the right to add, modify, or delete items from the Contract including Special Conditions or Scope of Work. Any changes shall be made only by means of a formal amendment signed by both the City and Contractor. 15. ASSIGNMENT: The Contract is personal to the Contractor and there shall be no assignment, transfer, sale, or subcontracting by the Contractor of its rights or obligations under the Contract without the prior written approval of the City. Any attempted assignment, transfer, sale, or subcontracting by the Contractor, its successors, or assigns, shall be null and void unless approved in writing by the City. 16. TERMINATION BY CITY FOR NON-APPROPRIATION: In the event of non-appropriation relating to the Contract, City shall have the right to terminate the Contract at the end of any fiscal year of City, in the manner and subject to the terms specified in this paragraph. City shall endeavor to give written notice of such termination not less than sixty (60) days prior to the end of such fiscal year, and shall notify Contractor of any anticipated termination. For purposes of this paragraph, "fiscal year" shall mean the twelve-month fiscal period of City which commences on July 1 in every year and ends on the following June 30. For purposes of this paragraph, "non- appropriation" shall mean the failure of the City or City's governing body to appropriate money for any fiscal year of City sufficient for the continued performance of the Contract by City. 17. INDEPENDENT CONTRACTOR: In the furnishing of the services provided for herein, the Contractor is acting as an independent contractor. Neither the Contractor, nor any of its officers, associates, agents or employees shall be deemed an employee, joint venturer, partner, or agent of the City for any purpose. However, the City shall retain the right to verify that the Contractor is performing its respective obligations in accordance with the terms of the Contract. Because of its status as an independent contractor, Contractor and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to City employees. Contractor 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, Contractor shall be solely responsible, indemnify, defend and save City harmless from all matters relating to employment and tax withholding for and payment of Contractor’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, Contractor may be providing services to others unrelated to City or to this Agreement. 18. GOVERNING LAW AND VENUE: The Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict Page 14 of 15 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 the Contract and any rights and duties thereunder shall be Fresno County, California. 19. COMPLIANCE WITH LAW: In providing the services required under the Contract, Contractor shall at all times comply with all applicable laws of the United States, the State of California and the City of Fresno, 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 the Contract. 20. SEVERABILITY: The provisions of the Contract are severable. The invalidity, or unenforceability of any one provision in the Contract shall not affect the other provisions. 21. INTERPRETATION: The Contractor acknowledges that the Contract in its final form is the result of the combined efforts of the parties and that, should any provision of the Contract be found to be ambiguous in any way, such ambiguity shall not be resolved by construing the Contract in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 22. 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 the Contract, 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. 23. EXHIBITS: Each exhibit and attachment referenced in the Contract is, by the reference, incorporated into and made a part of the Contract. 24. MAINTENANCE OF RECORDS: Records of Contractor pertaining to the services 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 the Contract and for a period of three years after final payment and for the period of time required by law. In addition, all books, documents, papers, and records of Contractor pertaining to the Contract shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. This section shall survive expiration or termination of the Contract. 25. RECYCLING: In the event Contractor 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, Contractor at its sole cost and expense shall: (a) After award, 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 City recycling programs is available from City's Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact the Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. 26. NOTICES: Any notice required or intended to be given to either party under the terms of this Contract shall be in writing and shall be deemed to be duly given if delivered personally 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 the Proposal in the case of the Contractor and at the address in the Special Conditions for mailing of invoices in the case of City, 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. Page 15 of 15 27. BINDING: Subject to Section 15 of these General Conditions, once this Contract 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. 28. WAIVER: The waiver by either party of a breach by the other of any provision of this Contract shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Contract. No provisions of this Contract may be waived unless in writing and signed by all parties to this Contract. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 29. 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. 30. NO THIRD PARTY BENEFICIARIES: The rights, interests, duties and obligations defined within this Contract are intended for the specific parties hereto as identified in the preamble of this Contract. Notwithstanding anything stated to the contrary in this Contract, it is not intended that any rights or interests in this Contract benefit or flow to the interest of any third parties. 31. EXTENT OF AGREEMENT: Each party acknowledges that they have read and fully understand the contents of this Contract. This Contract 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 Contract may be modified only by written instrument duly authorized and executed by both City and Contractor. 32. HEADINGS: The section headings in this Contract 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 Contract. CITY OF FRESNO CAMP FRESNO LOGGING SERVICES CATEGORICAL EXEMPTION ENVIRONMENTAL ASSESSMENT NO. 12301339 THE PROJECT DESCRIBED HEREIN IS DETERMINED TO BE CATEGORICALLY EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. APPLICANT: Aldi Ramirez Parks, After School, Recreation, Community Services City of Fresno 2600 Fresno Street Fresno, CA 93721 PROJECT LOCATION: Camp Fresno and Camp Fresno Junior 53849 Dinkey Creek Road, Shaver Lake, CA 93664 PROJECT DESCRIPTION: This project consists of removing approximately 166 hazard trees identified and marked by the U.S. Forest Service at Camp Fresno. These hazard trees are diseased, or have been impacted from drought, and other environmental conditions. This project is exempt under Section(s) 15301/Class 1 and 15304/Class 4 of the California Environmental Quality Act (CEQA) Guidelines as follows: Section 15301. Existing Facilities: Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The types of "existing facilities" itemized below are not intended to be all-inclusive of the types of projects which might fall within Class 1. The key consideration is whether the project involves negligible or no expansion of use. Examples include but are not limited to: Maintenance of existing landscaping, native growth, and water supply reservoirs. Section 15304. Minor Alterations to Land: Class 4 consists of minor public or private alterations in the condition of land, water, and/or vegetation which do not involve removal of healthy, mature, scenic trees except for forestry or agricultural purposes. Examples include, but are not limited to: Minor alterations in land, water, and vegetation on existing officially designated wildlife management areas or fish production facilities which result in improvement of habitat for fish and wildlife resources or greater fish production. On an annual basis, the U.S. Forest Service conducts an assessment of the forest health at Camp Fresno. Currently, there are approximately 166 hazard trees that have been identified and marked by the U.S. Forest Service for removal. These trees pose an increased fire hazard if they are not cut down and removed from the campsite. The project is to remove these hazard trees safely and effectively, ensuring proper tree felling, log and stump removal, slash treatment, site restoration, and the implementation of traffic control measures throughout the entire process. The proposed project involves no significant alteration of the campgrounds and will adhere to the recommendations of the U.S. Forest Service to remove the identified diseased and drought-impacted trees that have been negatively affected by environmental conditions for purposes of maintaining the existing facilities . This project does not include the removal of healthy, mature trees. Given these facts, this project qualifies for categorical exemptions pursuant to both Section 15301/Class 1 and Section 15304/Class 4 of the CEQA Guidelines. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to this project. Furthermore, the proposed project is not expected to have a significant effect on the environment. Accordingly, a categorical exemption, as noted above, has been prepared for the project. No adverse environmental impacts will occur as a result of the proposed project. Date: September 15, 2023 Prepared By: Elizabeth Fraire Submitted by: Elizabeth Fraire Senior Management Analyst City of Fresno Parks, After School, Recreation, Community Services (559) 621-2988. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1228 Agenda Date:9/28/2023 Agenda #: 1.-Q. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHIL SKEI, Assistant Director Planning and Development Department BY:DYLAN MCCULLY, Senior Management Analyst, Homeless Services Division SUBJECT Actions pertaining to homeless services provided by Poverello House under the Homeless Housing, Assistance and Prevention (HHAP) Program and the Encampment Resolution Funding Round 2 (ERF-2R) Program: 1. Approve an agreement with Poverello House through June 30, 2025 to provide Encampment Resolution Fund homeless services in the total amount of $9,780,325.71. 2. Approve the first amendment to the agreement with Poverello House for Clarion Triage Center Emergency Shelter services reducing funding by $1,039,909.29 for a total amount of $1,760,088.19. RECOMMENDATION Staff recommends the City Council approve the agreement with Poverello House (Poverello) for ERF -2R homeless services for a total amount of $9,780,325.71, and the first amendment to the agreement with Poverello for Clarion Triage Center Emergency Shelter services reducing Homeless Housing Assistance and Prevention (HHAP) funding by $1,039,909.29 for an award amount of $1,760,088.19 and authorize the City Manager to sign all implementing agreements. EXECUTIVE SUMMARY The City of Fresno (City) is seeking to award funding for services through the ERF-2R program through June 30, 2025, including 65 emergency shelter beds at Clarion Point, 65 emergency shelter beds at Village of Hope, 25 bridge housing beds, street outreach and navigation services, and housing stability case management. The total amount of this proposed homeless services agreement is $9,780,325.71. Staff issued a Request for Qualifications (RFQ) to develop and/or operate homeless shelters on February 15, 2023; based on the evaluation completed by the review panel, Poverello was determined to be qualified to operate and coordinate emergency shelter services. With receipt of the ERF-2R award, current services at the Clarion will be expanded to include the encampment resolution services and ERF-2R funds will support ongoing Village of Hope emergency City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1228 Agenda Date:9/28/2023 Agenda #: 1.-Q. encampment resolution services and ERF-2R funds will support ongoing Village of Hope emergency shelter services beginning in 2024.Poverello is the current provider of ERF Round 1 services, including street outreach and emergency shelter serving the downtown encampment area and is qualified to provide ERF-2R services. The City has an existing agreement with Poverello to provide homeless services at Clarion Pointe at 4061 N. Blackstone Ave, funded through HHAP. City staff and Poverello have concurred that HHAP funding under the current agreement would only be utilized to support ERF-2R startup costs through August 7th,and that the majority of homeless services at Clarion Pointe would be supported with ERF-2R funds thereafter.Approval of the ERF-2R agreement will enable this to occur,reducing the total HHAP contract funding by $1,039,909.29, which will exclusively support 30 Bridge Housing beds for homeless residents across the city. BACKGROUND On February 15,2023,the Planning and Development Department,Homeless Services Division, released a RFQ for Community-Based Organizations and Developers to submit a Statement of Qualifications to develop and/or operate homeless shelters,and received three statements of qualifications to a operate homeless shelter,all were determined to be qualified and responsive to the RFQ. Poverello is among those determined to be qualified and responsive. On February 23,2023,City Council adopted Resolution No.2023-039 authorizing the department to submit a grant application to Cal ICH for funding under the ERF-2R program for services that resolve the experience of unsheltered homelessness for people residing in encampments and transition individuals into interim shelter with clear pathways to permanent housing. On April 20,2023,City Council approved a Purchase and Sale Agreement to acquire the Clarion Pointe,a 115-unit motel,located at 4061 N Blackstone Ave,near the intersection of Ashlan Avenue and Blackstone Ave for a total of $11,800,000. On May 11,2023,City Council approved an agreement with Poverello to operate Clarion Pointe as a 115-bed emergency shelter site for $2,799,997.48,supported with HHAP funds.At the time this agreement was brought to City Council,Planning and Development department staff informed City Council that the department was awaiting an award announcement from the State of California regarding the City of Fresno’s application for ERF-2R grant.If awarded,these funds would supplement HHAP funds and staff would return to City Council in the future to incorporate the award into the funding sources of Clarion Pointe. On June 14,2023,the City was awarded $17,000,000 from the Encampment Resolution Funding Round 2 program to resolve the existing state encampment area in downtown Fresno where unsheltered residents from across the city were continuing to relocate.These funds will be used to support interim shelter operations at Village of Hope,interim shelter and bridge housing services at Clarion Pointe,the development of a 26-unit tiny home village,in addition to expanded outreach, housing navigation,and mental health services to unsheltered residents in the encampment area. The recommended ERF-2R services agreement with Poverello will provide $6,479,176.95 to support bridge housing and triage emergency shelter services at the Clarion,$1,850,668.76 to support triage emergency shelter services at Village of Hope,and $1,450,480 for street outreach and navigation City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1228 Agenda Date:9/28/2023 Agenda #: 1.-Q. emergency shelter services at Village of Hope,and $1,450,480 for street outreach and navigation services in the downtown encampment area. ENVIRONMENTAL FINDINGS This item is not a project as defined by Section 15378 of the California Environmental Quality Act. LOCAL PREFERENCE Local preference is not applicable because of the use of state funds. FISCAL IMPACT The agreements will be funded through the City’s ERF-2R and HHAP funds from the State. Attachments: Agreement with Poverello House - ERF-2R First Amendment to the Agreement with Poverello House - HHAP Clarion Pointe Agreement with Poverello House - HHAP Clarion Pointe City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ ALL-B GSP Agt Total Fee (03-2022) -1- SERVICE AGREEMENT CITY OF FRESNO, CALIFORNIA THIS AGREEMENT is made and entered into, effective on _________, by and between the CITY OF FRESNO, a California municipal corporation (City), and POVERELLO HOUSE, a California non-profit Corporation (Service Provider). RECITALS WHEREAS, City desires to obtain emergency shelter, bridge housing, outreach, and navigation services for Clarion Pointe (Hope Pointe) located at 4061 N Blackstone Avenue and Village of Hope located at 412 F Street (Project); and WHEREAS, Service Provider is engaged in the business of furnishing such services as emergency shelter and outreach services and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, Service Provider acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107; and WHEREAS, this Agreement will be administered for City by its Planning & Development Director (Administrator) or designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. Service Provider shall perform to the satisfaction of City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through June 30, 2025, subject to extension of no more than 12 months or any earlier termination in accordance with this Agreement. The services of Service Provider as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. 3. Compensation. (a) Service Provider’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee not to exceed $9,780,325.71, paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit B. Such fee includes all expenses incurred by Service Provider in performance of the services. (b) Detailed statements shall be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business, DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -2- generally within 30 days after receipt by City of a correctly completed and supported invoice in accordance with the provisions of this Section. 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) Service Provider agrees to render actual monthly income and expense reports relating to the management and operation of the Property in Service Provider’s standard format approved by City on the fifteenth (15th) calendar day after the expiration of each calendar month, and an annual income and expense report in Service Provider’s standard format approved of by City, within forty-five (45) days after the expiration of each calendar year. At City’s election (to be exercised by prior written notice to Service Provider), Service Provider shall deliver, concurrently with the delivery of each monthly income and expense report, copies of checks evidencing payments and collections and supporting invoices, internal allocations, and other back-up data as may be reasonably requested for the expenses and disbursements shown on the previous month’s income expense report. (d) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to Service Provider’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. Service Provider shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 4. Termination, Remedies, and Force Majeure. (a) This Agreement shall terminate without any liability of City to Service Provider upon the earlier of : (i) Service Provider’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against Service Provider; (ii) seven calendar days’ prior written notice with or without cause by City to Service Provider; (iii) City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, Service Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to City any and all unearned payments and all properties and materials in the possession of Service Provider that are owned by City. Subject to the terms of this Agreement, Service Provider shall be paid compensation for services satisfactorily performed prior to the effective date of termination. Service Provider shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of Service Provider to satisfactorily perform in accordance with the terms of this Agreement, City may withhold DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -3- an amount that would otherwise be payable as an offset to, but not in excess of, City’s damages caused by such failure. In no event shall any payment by City pursuant to this Agreement constitute a waiver by City of any breach of this Agreement which may then exist on the part of Service Provider, nor shall such payment impair or prejudice any remedy available to City with respect to the breach. (d) Upon any breach of this Agreement by Service Provider, City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) Service Provider shall provide City with adequate written assurances of future performance, upon Administrator’s request, in the event Service Provider fails to comply with any terms or conditions of this Agreement. (f) Service Provider shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Service Provider and without its fault or negligence such as, acts of God or the public enemy, acts of City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Service Provider shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence. 5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by Service Provider pursuant to this Agreement shall not be made available to any individual or organization by Service Provider without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, Service Provider shall not, without the prior written consent of City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in City. (b) Any and all writings and documents prepared or provided by Service Provider pursuant to this Agreement are the property of City at the time of preparation and shall be turned over to City upon expiration or termination DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -4- of the Agreement. Service Provider shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expiration or termination of this Agreement. 6. Level of Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as Service Provider represents to City that Service Provider and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said industry necessary to perform the services agreed to be done by it under this Agreement, City relies upon the skill of Service Provider and its subcontractors, if any, to do and perform such services in a skillful manner and Service Provider agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by City shall not operate as a release of Service Provider or any subcontractors from said industry and professional standards. 7. Indemnification. To the furthest extent allowed by law, SERVICE PROVIDER shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, SERVICE PROVIDER or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. SERVICE PROVIDER'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If SERVICE PROVIDER should subcontract all or any portion of the work to be performed under this Agreement, SERVICE PROVIDER shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. 8. Insurance. (a) Throughout the life of this Agreement, Service Provider shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -5- City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, Service Provider or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Service Provider shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Service Provider of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Service Provider, its principals, officers, agents, employees, or persons under the supervision of Service Provider, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. 9. Conflict of Interest and Non-Solicitation. (a) Prior to City’s execution of this Agreement, Service Provider shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, Service Provider shall have the obligation and duty to immediately notify City in writing of any change to the information provided by Service Provider in such statement. (b) Service Provider shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -6- seq.). At any time, upon written request of City, Service Provider shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, Service Provider and the respective subcontractor(s) are in full compliance with all laws and regulations. Service Provider shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, Service Provider shall immediately notify City of these facts in writing. (c) In performing the work or services to be provided hereunder, Service Provider shall not employ or retain the services of any person while such person either is employed by City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) Service Provider represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (e) Service Provider and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, Service Provider shall remain responsible for complying with Section 9(a), above. (f) If Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, Service Provider shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement. 10. Recycling Program. In the event Service Provider maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, Service Provider at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by City’s Solid Waste Management Division, for each office and facility. Literature describing City recycling programs is available from City’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact City’s Solid Waste Management Division at (559) 621- 1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrate to the satisfaction of City’s Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -7- 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee. (b) Records of Service Provider’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of seven years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of Service Provider pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to City until such action is resolved, or until the end of said time period whichever shall later occur. If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by City, Service Provider shall have provided evidence to City that Service Provider is licensed to perform the services called for by this Agreement (or that no license is required). If Service Provider should subcontract all or any portion of the work or services to be performed under this Agreement, Service Provider shall require each subcontractor to provide evidence to City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, Service Provider shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, Service Provider agrees as follows: (a) Service Provider will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) Service Provider will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -8- ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Service Provider shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Service Provider’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) Service Provider will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of Service Provider’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 12. 13. Independent Contractor. (a) In the furnishing of the services provided for herein, Service Provider is acting solely as an independent contractor. Neither Service Provider, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of City for any purpose. City shall have no right to control or supervise or direct the manner or method by which Service Provider shall perform its work and functions. However, City shall retain the right to administer this Agreement so as to verify that Service Provider is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between Service Provider and City. Service Provider shall have no authority to bind City absent City’s express written consent. Except to the extent otherwise DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -9- provided in this Agreement, Service Provider shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, Service Provider and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. Service Provider shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, Service Provider shall be solely responsible, indemnify, defend and save City harmless from all matters relating to employment and tax withholding for and payment of Service Provider’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered employees of City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Service Provider may be providing services to others unrelated to City or to this Agreement. 14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 16. Assignment. (a) This Agreement is personal to Service Provider and there shall be no assignment by Service Provider of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by Service Provider, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) Service Provider hereby agrees not to assign the payment of any monies due Service Provider from City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due Service Provider directly to Service Provider. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -10- 17. Compliance With Law. In providing the services required under this Agreement, Service Provider shall at all times comply with all applicable laws of the United States, the State of California and City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. 21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions. 22. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, 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. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -11- 26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 27. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both City and Service Provider. 29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. [SIGNATURES FOLLOW ON THE NEXT PAGE.] DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B ALL-B GSP Agt Total Fee (03-2022) -12- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Georgeanne A. White, City Manager City Manager's Office APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Taylor W. Rhoan Date Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: CITY: City of Fresno Attention: Joe Pasillas, Housing and Neighborhood Revitalization Manager 2600 Fresno Street, CH3N Fresno, CA 93721 Phone: (559) 621-8053 FAX: (559) [#] POVERELLO HOUSE, a California non-profit organization By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Service Provider: Poverello House Attention: Zachary D. Darrah, Chief Executive Officer 412 F Street Fresno, CA 93706 Phone: 559-498-6988 ex. 110 FAX: (559) 485-6548 Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Budget 3. Exhibit C - Insurance Requirements 4. Exhibit D - Conflict of Interest Disclosure Form DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B CEO Zachary Darrah 8/31/2023 EXHIBIT A SCOPE OF SERVICES Service Agreement between City of Fresno and Poverello House Encampment Resolution Services Interim shelter services at Clarion Pointe (Hope Pointe) will include the following: • Shelter management staff and oversight • 65 emergency shelter beds and 25 bridge housing beds in the first 13 months of operation. All beds will transition to bridge housing after June 30, 2024. • Linkage to onsite mental health services provided by the Enrichment Center. The Enrichment Center is operated by Poverello House and employs three full-time clinicians and one contracted clinician to provide one-on-one and group therapy services for clients. When additional mental health services are needed, the clinician will refer the client to the Department of Behavioral Health. If a client has Severe Mental Health Illness (SMI) the clinician will submit a MHSA FSP referral form to Urgent Care Wellness Center by contacting 559-600-9171 or by emailing UCWCAccess@fresnocountyca.gov. • 5 Client navigators that will create a supportive service and housing plan for residents at Hope Pointe • 15 Client Services Specialists (24-hour staff) • 6 Poverello House Staff Security (24-hour security, Poverello House employees) • 3 Housing Stability Case Mangers (Additional case management once housed) • 3 meals a day • Linen service • 2 C-trains for client storage • Office supplies, IT, and facilities management Interim Shelter services at Village of Hope will include the following: • Shelter management staff and oversight • 65 emergency shelter beds beginning July 1, 2024. Overall staffing pattern will shift in Year 2 of the agreement, to incorporate the additional shelter beds and service location. • 4 Client Navigators that will create a supportive service and housing plan for residents at Village of Hope • 9 Client Services Specialists (24-hour staff) • 24-hour security services • 2 Housing Stability Case Managers (Additional case management once housed. • 3 meals a day • Linen service DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B • Office Supplies and IT services All emergency shelter services at Poverello House are part of the community’s coordinated entry system. All client data is entered into the Homeless Information System (HMIS). Below is an outline of Poverello House’s Interim Housing programs: • All access sites and self-referrals can refer clients to Poverello House’s emergency shelters. • An Intake Specialist will administer the pre-screening tool to identify immediate emergency needs such as medical attention, mental health, and shelter. • During the initial pre-screening process, Diversion will be practiced. This would include utilizing the client’s existing resources, such as family reunification, linkages to friends, and possible safe sleeping environments. Identifying emergency needs and Diversion occurs in the pre-screening process. • If Diversion has been exhausted or is inappropriate, the intake process begins for the shelter beds. An intake process will include the universal data elements (Gender, race, length to homelessness, age and veteran status) from the client. • Once assigned a shelter bed, an appointment will be set up within 24 hours with a case manager. • At this point, the client's data will be entered into HMIS. • The case manager will meet with the client and create an action plan to address immediate emergency needs, potential supportive services and a housing plan. • Once emergency needs are identified, the case manager will work on a housing plan that may include administering the VI-SPDAT to the client. • The case manager will have weekly meetings with clients to implement supportive service plans and housing goals. • The case manager provides and will leverage community resources for transportation, documentation, and other supportive services. • Clients will have access to meals, showers, laundry service, and mental health services. • The case manager will work on increasing income and identifying any barriers to housing. • Once a housing plan is set and the basic documentation is secured, a match form is submitted to the community housing matcher. • Once the match form has been submitted and a housing program has been identified and accepted, the case manager will assist the client in securing potential housing through apartment searches and other viable housing options. • Once housed the case manager will follow-up with the client at least once per month to ensure the client’s housing is secure and provide support if they need additional services. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B • The housed client can still access all services at Poverello House, including MAP Point, The Enrichment Center and other supportive services to ensure their success in housing. • The target length of stay for emergency shelter beds will be 90 days and 180 days for bridge housing beds. Due to the housing shortages in the community, Poverello House may approve one 30-day extension, for a total of 120 days for emergency shelter beds or a total of 210 days for bridge housing beds, with written notification to the City within seven (7) days of extension approval. Street Outreach and Navigation services will include the following: • Outreach coordination staff and oversight • 6 Encampment Area Street Navigation Specialists that will perform navigation services to clients that are unable or ineligible to access shelter or bridge housing. • 1 Street Clinician that will provide direct, clinical-based, mental health services on the street for clients in the designated encampment area. When additional mental health services are needed, the mental health clinician will refer the client to the Department of Behavioral Health. If a client has Severe Mental Health Illness (SMI) the clinician will submit a MHSA FSP referral form to Urgent Care Wellness Center by contacting 559-600-9171 or by emailing UCWCAccess@fresnocountyca.gov. • 3 dedicated Outreach and Mental Health services vehicles. Street Outreach and Navigation services are intended to engage with all unsheltered individuals residing in the designated Encampment Area and provide quick access to services and resources to resolve their episodes of homelessness. The HOPE Outreach Team will have daily contact with unsheltered individuals in the Encampment Area, providing individuals with immediate access to mental health services and medical care. All team members have and are trained in administering Narcan. The HOPE Outreach Team Street Navigators will provide street navigation for those not able to immediately access shelter. Below is an outline of Poverello House’s Street Outreach and Navigation programs: • The ERF - HOPE Outreach team will make initial contact with residents in the encampment area. • Outreach staff will administer an initial screening tool to identify immediate emergency needs such as medical attention, mental health, and shelter. • Diversion will be practiced throughout the entire process. • Those encountered will then be linked to an emergency shelter or a street navigator. Street navigators will confirm documents needed for housing including identification, social security cards, birth certificates, and other supportive documents. • Clients awaiting or ineligible for shelter will receive Street Navigation services weekly through the HOPE Outreach Team. • Once a housing plan is established and documentation is secured, a match form will be submitted to the CES Community Housing Matcher. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B • Once a client accepts a match, the navigator will work with the housing provider to secure housing. • Poverello House will provide three meals daily to those continuing to reside on the streets, as well as access to shower and laundry services, bathrooms, WiFi, and charging stations. Poverello House will also provide unhoused individuals in the Encampment Area with a day center in cold or hot weather. • Throughout the process, the client’s data will be entered into the HMIS to track all engagements and progress. Goals/Outcome for 90 Interim Shelter beds at Clarion Pointe (Hope Pointe): • Achieve full capacity within 60 days of contract execution. • Maintain a 90% bed utilization rate, as measured in HMIS. • A minimum of 244 unique individuals will be served. • A minimum of 146 clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. • A minimum of 58 of those exiting will exit to permanent housing situations, as measured in HMIS. • A minimum of 52 clients will maintain stability through housing stability case manager (90% will remain housed 12 months after exiting to permanent housing). • 30% of those exiting to permanent destinations from emergency shelter services will do so within 90 days of program entry. • 60% of those exiting to permanent destinations from bridge housing services will do so within 180 days of program entry. Goals/Outcomes for 65 Interim Shelter beds at Village of Hope: • Achieve full capacity within 60 days of July 1, 2024 • Maintain a 90% bed utilization rate, as measured in HMIS. • A minimum of 176 unique individuals will be served. • A minimum of 106 clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. • A minimum of 40 of those exiting will exit to permanent housing situations, as measured in HMIS. • A minimum of 159 clients will maintain stability through housing stability case manager (80% will remain housed 6 months after exiting to permanent housing) • 30% of those exiting to permanent destinations from emergency shelter services will do so within 90 days of program entry. Goals/Outcomes for Street Outreach and Navigation Services: • A minimum of 1600 contacts with unique individuals within the Encampment Area. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B • A minimum of 880 unique individuals will be served. • A minimum of 420 clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. • A minimum of 42 of those exiting will exit to permanent housing situations, as measured in HMIS. • A minimum of 33 clients will maintain stability through housing stability case manager (80% will remain housed 6 months after exiting to permanent housing). • A minimum of 100 individuals will receive linkages to the Poverello House’s Enrichment Center or the Fresno County Dept. of Behavioral Health’s Wellness Center for mental health services. Maintenance and Repair: Service Provider shall keep the Property, including, without limitation, all buildings, common areas, and other improvements on the Property, in good order, repair, and condition so that the Property is maintained in a first-class condition equal to or better than competing projects and other similar projects managed by Service Manager in accordance with the then-current Budget approved by City and with funds received as part of the maintenance budgeted line-item. Service Provider may make expenditures or enter contracts without City’s consent only for emergency repairs to the Property that are immediately required to be made for the preservation and safety of the Property, to avoid the suspension of any essential service to or for the Property, or to avoid danger to life or property at the Property (Emergency Expenditures), provided that Service Provider shall give City notice of any Emergency Expenditures and shall, to the extent reasonably practicable, consult with City prior to making any Emergency Expenditures. Compliance: Service Provider shall operate and maintain the Property, in compliance with, and in the performance of its duties hereunder shall abide by, all statutes, laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of any national and local government and appropriate agencies, departments, commissions, or boards, the requirements of any insurance companies covering any of the risks against which Property is insured, and the requirements of any agreements relating to the Property (each a “Requirement”). Service Provider further agrees promptly to remedy any violation of a Requirement at City’s expense, provided that if the cost of remedying such violation exceeds Five Thousand Dollars ($5,000) in any one instance, Service Provider shall obtain City’s prior written approval before authorizing any expenditure, except for Emergency Expenditures, as provided in Section 1(a). Service Contracts: Service Provider may negotiate and execute contracts with independent contractors for services required in the ordinary course of business in operating the Property, including, without limitation, contracts for security protection, cleaning and janitorial service, utilities, and, to the extent applicable, internet, boiler, and HVAC maintenance; provided, however, that (i) except as otherwise approved by City in writing, such contracts shall not have a term in excess of one (1) year and shall be terminable by Service Provider or City without cause on thirty (30) days’ notice; and (ii) the nature and cost of the services to be contracted for are included in the then-current Budget approved by City. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B Meetings: Service Provider shall meet with City not less than monthly to discuss the status of the management, operation, and service coordination of the Property and Project (Meetings). It is agreed that Meetings may be conducted via a digital platform, unless otherwise requested by City. Upon the request of the City and upon reasonable advance written notice, Service Provider shall arrange to meet City and or City’s Representative at the Property. Data Collection: Service Provider is required to collect and report client-level data in accordance with Housing and Urban Development (HUD) Office of Special Needs Assistance Programs (SNAPS) Homeless Management Information System (HMIS) Data Standards, to the local HMIS operated by the Housing Authorities of the City and County of Fresno through a Memorandum of Understanding with the Fresno Madera Continuum of Care or comparable databases are required for use by providers of services for victims of domestic violence, as described in the Violence Against Women Act (VAWA). Reporting into the HMIS database or allowed comparable database is a requirement of State funding. Service Provider reporting must be consistent in format and data element structure with the Fresno Housing Authority HMIS Program Policies and Procedures Manual and the HUD HMIS Data Standards and Data Dictionary current at the execution of this Agreement. The comparable database will be maintained by the Service Provider and used to collect data and report on outputs and outcomes as required by HUD. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B EXHIBIT B BUDGET Service Agreement between City of Fresno and Poverello House Encampment Resolution Services Encampment Resolution Services 25-Month Budget Personnel Total Cost Chief Programs Officer (Year 1 – 0.10 FTE; Year 2 – 0.15 FTE) $ 26,875.00 Chief Operations Officer (Year 1 – 0.10 FTE; Year 2 – 0.15 FTE) $ 25,232.90 Chief Financial Officer (Year 1 – 0.05 FTE; Year 2 – 0.10 FTE) $ 26,865.00 Senior Director of Shelter Services (Year 1 – 0.40 FTE; Year 2 – 0.70 FTE) $ 90,668.40 Bridge Housing Director (1.0 FTE) $ 135,408.00 Director of Facilities (Year 1 – 0.15 FTE; Year 2 – 0.25 FTE) $ 24,022.00 Director of Mental Health Services (Year 1 – 0.30 FTE; Year 2 – 0.45 FTE) $ 65,873.70 IT Coordinator (Year 1 – 0.10 FTE; Year 2 – 0.20 FTE) $ 16,673.80 Finance Specialist (1.0 FTE) $ 94,243.75 HR Coordinator (0.20 FTE) $ 18,198.60 Bridge Shelter Coordinator (1.0 FTE) $ 99,659.00 Client Navigator (5.0 FTE) $ 433,300.00 Client Services Specialist (15.0 FTE) $ 1,169,910.00 Facilities Specialist (1.0 FTE) $ 77,994.00 Housing Stability Case Manager (3.0 FTE) $ 233,982.00 Security Specialist (6.0 FTE) $ 467,964.00 Village of Hope Shelter Coordinator (Year 2 – 1.0 FTE) $ 47,840.00 Village of Hope Client Navigator (Year 2 – 4.0 FTE) $ 166,400.00 Village of Hope Client Services Specialist (Year 2 – 9.0 FTE) $ 336,960.00 Village of Hope Housing Stability Case Mgr. (Year 2 – 2.0 FTE) $ 74,880.00 Sr. Director of Outreach Services (0.15 FTE) $ 32,512.45 Outreach Coordinator (0.25 FTE) $ 29,258.30 Encampment Area Street Navigation Specialist (6.0 FTE) $ 530,282.40 Street Clinician (1.0 FTE) $ 215,333.00 Year 2 Salary Increases $ 95,849.60 Benefits @ 20% $ 898,140.99 Taxes @ 8.65% $ 388,445.98 DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B Total Personnel $5,822,772.87 Non-Personnel Operating Costs Program Supplies $ 249,000.00 Meal Services (3 meals per day, $5 per meal) $ 1,622,250.00 Utilities $ 393,250.00 Linen/Laundry Service $ 222,500.00 Office Supplies $ 14,900.00 Equipment/Technology (computers, copy machine, printer, radios) $ 56,400.00 Storage (C-Train X 2, $6,000 each) $ 12,000.00 Communications (cell phones, desk phones, internet) $ 71,405.00 Fuel/Insurance/Vehicle Maintenance/Travel Costs $ 114,957.00 Facilities Maintenance/Property Management $ 162,500.00 Village of Hope Master Lease $ 144,000.00 Village of Hope Security Services $ 120,000.00 Vehicle Purchase – Food Services Delivery Van $ 50,000.00 Vehicle Purchase – Transport $ 80,000.00 Vehicle Purchase – Outreach/MH Services $ 120,000.00 IT Infrastructure – Clarion Motel (Hope Pointe) $ 25,000.00 HMIS Licenses, Startup, Training & Fees $ 49,094.10 Total Non-Personnel $ 3,507,256.10 Total Direct Costs $9,330,028.97 Indirect Costs (Maximum of 5%) $ 450,296.74 Total Direct and Indirect $ 9,780,325.71 Grand Total $ 9,780,325.71 DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B EXHIBIT C INSURANCE REQUIREMENTS Service Agreement between City of Fresno (City) and Poverello House (Service Provider) Encampment Resolution Services MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 4. Professional Liability (Abuse & Molestation) Insurance that insures against liability arising out of the bodily injury, personal injury, and third-party property damage occurring because of the wrongful or negligent acts attributable to the institution. This coverage should protect against a wide range of potential claims, including but not limited to athletics, alcohol, assault, verbal or physical abuse, campus crime, sexual molestation and other sexual misconducts. MINIMUM LIMITS OF INSURANCE SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits. 4. EMPLOYER’S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 5. Professional Liability (Abuse & Molestation): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS SERVICE PROVIDER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SERVICE PROVIDER shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the CITY’S Risk Manager or 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) SERVICE PROVIDER 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. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. SERVICE PROVIDER shall establish additional insured status for the City and for all operations by use of ISO Form CG 20 10 04 13 or CG 20 26 04 13 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 04 13 or CG 20 26 04 13. 2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, SERVICE PROVIDER’S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be excess of SERVICE PROVIDER’S insurance and shall not contribute with it. SERVICE PROVIDER shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. 4. Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers. If the Professional Liability (Abuse & Molestration) 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 SERVICE PROVIDER. 2. 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. 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 SERVICE PROVIDER, DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B SERVICE PROVIDER must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to 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 (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. SERVICE PROVIDER is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, SERVICE PROVIDER shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, SERVICE PROVIDER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to release or diminish the liability of SERVICE PROVIDER, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SERVICE PROVIDER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SERVICE PROVIDER, its principals, officers, agents, employees, persons under the supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. VERIFICATION OF COVERAGE SERVICE PROVIDER shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or 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, SERVICE PROVIDER shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B SUBCONTRACTORS - If SERVICE PROVIDER subcontracts any or all of the services to be performed under this Agreement, SERVICE PROVIDER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, SERVICE PROVIDER will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. DocuSign Envelope ID: D80800F3-1C75-4E59-B737-E9848E94354B EXHIBIT D DISCLOSURE OF CONFLICT OF INTEREST Encampment Resolution Services 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: D80800F3-1C75-4E59-B737-E9848E94354B 8/31/2023 X X X Poverello House Zachary Darrah X X Fresno, CA 93706 N/A X 412 F Street FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT (Amendment) is made and entered into effective upon execution by both parties on ___________________ (the Effective Date), by and between the City of Fresno, a municipal corporation (City), and Poverello House, a California non-profit Corporation (Service Provider). RECITALS WHEREAS, City and Service Provider entered into an Agreement, dated June 1, 2023 (Agreement), for professional TRIAGE CENTER SERVICES (Project) funded through the HOMELESS HOUSING, ASSISTANCE AND PREVENTION PROGRAM (HHAP) for a total fee of $2,799,997.48; and WHEREAS, City and Service Provider desire to enter into a First Amendment to the Agreement to reduce the total number of shelter beds from 115 triage center emergency shelter beds to 30 bridge housing beds at Clarion Point, 4061 N Blackstone Avenue. With the reduction in shelter beds, the Service Provider’s compensation for bridge housing services will be reduced by $1,039,909.29 for a total fee of $1,760,088.19. WHEREAS, City desires to leverage support through the existing Project using HHAP funds for start-up costs and services at Clarion Point from June 14, 2023, through August 7, 2023, for the Encampment Resolution Fund Round 2 (ERF-2) program services which will thereafter be funded through ERF-2 funds. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual premises herein contained, and for other good and valuable consideration hereby acknowledged, the parties agree that the Agreement shall be amended as follows: 1. The Service Provider’s sole compensation for satisfactory performance of all services required or rendered pursuant to the Agreement shall be reduced by $1,039,909.29 and shall be paid using HHAP funds for a total fee of $1,760,088.19. 2. The number of shelter beds at Clarion Pointe shall be reduced to 30 beds beginning August 8, 2023. 3. The Scope of Work set forth in Exhibit A is deleted in its entirety and shall be replaced with the “Revised Exhibit A” attached hereto. 4. The Budget as set forth in Exhibit B is deleted in its entirety and shall be replaced with the “Revised Exhibit B” attached hereto. 5. In the event of any conflict between the body of this Amendment and the Agreement, the terms, and conditions of the body of this Amendment shall control and take precedence over the terms and conditions expressed within the Agreement. Furthermore, any terms or conditions contained within the Agreement which purport to modify the allocation of risk between the parties, provided for within the body of this Amendment, shall be null and void. DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 IN WITNESS WHEREOF, the Parties have executed this Amendment at Fresno, California, the day, and year first above written. CITY OF FRESNO, A California municipal corporation By: Georgeanne A. White Date City Manager APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Tracy N. Parvanian Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Poverello House, a California non-profit corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO., Treasurer, Secretary or Assistant Secretary) Attachments: 1. Revised Exhibit A – Scope of Services 2. Revised Exhibit B – 12-Month Budget DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 CEO Zachary Darrah 9/15/2023 REVISED EXHIBIT “A” SCOPE OF SERVICES Service Agreement between City of Fresno and Poverello House Bridge Housing Services at the Clarion Bridge housing shelter services at the Clarion will include the following: • Shelter Management Staff and Oversight • 30 bridge housing beds • Linkage to onsite mental health services provided by the Enrichment Center. The Enrichment Center is operated by Poverello House and employs three full-time licensed clinicians and one contracted licensed clinician that are registered with the Board of Behavioral Sciences (BBS) to provide one-on-one and group therapy services for clients. When additional mental health services are needed, the clinician will refer the client to the Department of Behavioral Health. If a client has Severe Mental Health Illness (SMI) the clinician will submit a MHSA FSP referral form to Urgent Care Wellness Center by contacting 559-600-9171 or by emailing UCWCAccess@fresnocountyca.gov. • 1 Client navigator that will create a supportive service and housing plan for individuals at the Clarion • 9 Client Service Specialists (24-hour staff) • 2 Security Specialists (Poverello House employees) • 2 Housing Stability Case Mangers (Additional case management once housed) • 3 meals per day (Poverello House will leverage $54,750 of in-kind support to provide 3 meals per day) • Linen service • 1 C-train for client storage • Office supplies, IT, and facilities management Encampment Resolution Services at Clarion (Hope Pointe) June 14, 2023 – August 7, 2023 ERF-2 interim shelter services at Clarion (Hope Pointe) will include the following: • Shelter management staff and oversight • 65 emergency shelter beds and 25 bridge housing beds • Linkage to onsite mental health services provided by the Enrichment Center. The Enrichment Center is operated by Poverello House and employs three full-time clinicians and one contracted clinician to provide one-on-one and group therapy services for clients. When additional mental health services are needed, the clinician will refer the client to the Department of Behavioral Health. If a client has Severe Mental Health Illness (SMI) the clinician will submit a MHSA FSP referral form to Urgent DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 Care Wellness Center by contacting 559-600-9171 or by emailing UCWCAccess@fresnocountyca.gov. • 5 Client navigators that will create a supportive service and housing plan for residents at Hope Pointe • 15 Client Services Specialists (24-hour staff) • 6 Poverello House Staff Security (24-hour security, Poverello House employees) • 3 Housing Stability Case Mangers (Additional case management once housed) • 3 meals a day • Linen service • Office supplies, IT, and facilities management ERF-2 Street Outreach and Navigation services will include the following: • Outreach coordination staff and oversight • 6 Encampment Area Street Navigation Specialists that will perform navigation services to clients that are unable or ineligible to access shelter or bridge housing. ERF-2 Street Outreach and Navigation services are intended to engage with all unsheltered individuals residing in the designated Encampment Area and provide quick access to services and resources to resolve their episodes of homelessness. The HOPE Outreach Team will have daily contact with unsheltered individuals in the Encampment Area, providing individuals with immediate access to mental health services and medical care. All team members have and are trained in administering Narcan. The HOPE Outreach Team Street Navigators will provide street navigation for those not able to immediately access shelter. Below is an outline of Poverello House’s Street Outreach and Navigation programs: • The ERF - HOPE Outreach team will make initial contact with residents in the encampment area. • Outreach staff will administer an initial screening tool to identify immediate emergency needs such as medical attention, mental health, and shelter. • Diversion will be practiced throughout the entire process. • Those encountered will then be linked to an emergency shelter or a street navigator. Street navigators will confirm documents needed for housing including identification, social security cards, birth certificates, and other supportive documents. • Clients awaiting or ineligible for shelter will receive Street Navigation services weekly through the HOPE Outreach Team. • Once a housing plan is established and documentation is secured, a match form will be submitted to the CES Community Housing Matcher. • Once a client accepts a match, the navigator will work with the housing provider to secure housing. • Poverello House will provide three meals daily to those continuing to reside on the streets, as well as access to shower and laundry services, bathrooms, WiFi, and DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 charging stations. Poverello House will also provide unhoused individuals in the Encampment Area with a day center in cold or hot weather. • Throughout the process, the client’s data will be entered into the HMIS to track all engagements and progress. All interim shelter services at Poverello House are part of the community’s coordinated entry system. All client data is entered into the Homeless Information System (HMIS). Below is an outline of Poverello House’s emergency shelter programs: • All access sites and self-referrals can refer clients to Poverello House’s emergency shelters. • An Intake Specialist will administer the pre-screening tool to identify immediate emergency needs such as medical attention, mental health, and shelter. • During the initial pre-screening process, Diversion will be practiced. This would include utilizing the client’s existing resources, such as family reunification, linkages to friends, and possible safe sleeping environments. Identifying emergency needs and Diversion occurs in the pre-screening process. • If Diversion has been exhausted or is inappropriate, the intake process begins for the shelter beds. An intake process will include the universal data elements (Gender, race, length to homelessness, age and veteran status) from the client. • Once assigned a shelter bed, an appointment will be set up within 24 hours with a case manager. • At this point, the client's data will be entered into HMIS. • The case manager will meet with the client and create an action plan to address immediate emergency needs, potential supportive services and a housing plan. • Once emergency needs are identified, the case manager will work on a housing plan that may include administering the VI-SPDAT to the client. • The case manager will have weekly meetings with clients to implement supportive service plans and housing goals. • The case manager provides and will leverage community resources for transportation, documentation, and other supportive services. • Clients will have access to meals, showers, laundry service, and mental health services. • The case manager will work on increasing income and identifying any barriers to housing. • Once a housing plan is set and the basic documentation is secured, a match form is submitted to the community housing matcher. • Once the match form has been submitted and a housing program has been identified and accepted, the case manager will assist the client in securing potential housing through apartment searches and other viable housing options. DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 • Once housed the case manager will follow-up with the client at least once per month to ensure the client’s housing is secure and provide support if they need additional services. • The housed client can still access all services at Poverello House, including MAP Point, the Enrichment Center and other supportive services to ensure their success in housing. Goals/Outcomes for 30 Bridge Housing beds at Clarion Pointe (Hope Pointe): • Achieve full capacity within 60 days of contract execution. • Maintain a 90% bed utilization rate, as measured in HMIS. • A minimum of 73 unique individuals will be served. • A minimum of 58 clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. • A minimum of 43 of those exiting will exit to permanent housing situations, as measured in HMIS. • A minimum of 39 clients will maintain stability through housing stability case manager (90% will remain housed 12 months after exiting to permanent housing). • 60% of those exiting to permanent destinations will do so within 180 days of program entry. Goals/Outcome for 90 ERF-2 Interim Shelter beds (June 14 – August 7, 2023): • Achieve full capacity within 60 days of contract execution. • Maintain a 90% bed utilization rate, as measured in HMIS. • A minimum of 90 unique individuals will be served. • A minimum of 11 clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. • A minimum of 5 clients will be document ready. • A minimum of 4 clients will maintain stability through housing stability case manager (90% will remain housed 12 months after exiting to permanent housing). Goals/Outcomes for ERF-2 Street Outreach and Navigation Services (June 14 – August 7, 2023): • A minimum of 115 contacts with unique individuals within the Encampment Area. • A minimum of 64 unique individuals will be served. • A minimum of 30 clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. • A minimum of 3 of those exiting will exit to permanent housing situations, as measured in HMIS. DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 • A minimum of 2 clients will maintain stability through housing stability case manager (80% will remain housed 6 months after exiting to permanent housing). • A minimum of 7 individuals will receive linkages to the Poverello House’s Enrichment Center or the Fresno County Dept. of Behavioral Health’s Wellness Center for mental health services. Maintenance and Repair: Service Provider shall keep the Property, including, without limitation, all buildings, common areas, and other improvements on the Property, in good order, repair, and condition so that the Property is maintained in a first-class condition equal to or better than competing projects and other similar projects managed by Service Manager in accordance with the then-current Budget approved by City and with funds received as part of the maintenance budgeted line-item. Service Provider may make expenditures or enter contracts without City’s consent only for emergency repairs to the Property that are immediately required to be made for the preservation and safety of the Property, to avoid the suspension of any essential service to or for the Property, or to avoid danger to life or property at the Property (Emergency Expenditures), provided that Service Provider shall give City notice of any Emergency Expenditures and shall, to the extent reasonably practicable, consult with City prior to making any Emergency Expenditures. Compliance: Service Provider shall operate and maintain the Property, in compliance with, and in the performance of its duties hereunder shall abide by, all statutes, laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of any national and local government and appropriate agencies, departments, commissions, or boards, the requirements of any insurance companies covering any of the risks against which Property is insured, and the requirements of any agreements relating to the Property (each a “Requirement”). Service Provider further agrees promptly to remedy any violation of a Requirement at City’s expense, provided that if the cost of remedying such violation exceeds Five Thousand Dollars ($5,000) in any one instance, Service Provider shall obtain City’s prior written approval before authorizing any expenditure, except for Emergency Expenditures, as provided in the Maintenance and Repair section above. Service Contracts: Service Provider may negotiate and execute contracts with independent contractors for services required in the ordinary course of business in operating the Property, including, without limitation, contracts for security protection, cleaning and janitorial service, utilities, and, to the extent applicable, internet, boiler, and HVAC maintenance; provided, however, that (i) except as otherwise approved by City in writing, such contracts shall not have a term in excess of one (1) year and shall be terminable by Service Provider or City without cause on thirty (30) days’ notice; and (ii) the nature and cost of the services to be contracted for are included in the then-current Budget approved by City. Meetings: Service Provider shall meet with City not less than monthly to discuss the status of the management, operation, and service coordination of the Property and Project (Meetings). It is agreed that Meetings may be conducted via a digital platform, unless otherwise requested by City. Upon the request of the City and upon reasonable DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 advance written notice, Service Provider shall arrange to meet City and or City’s Representative at the Property. Data Collection: Service Provider is required to collect and report client-level data in accordance with Housing and Urban Development (HUD) Office of Special Needs Assistance Programs (SNAPS) Homeless Management Information System (HMIS) Data Standards, to the local HMIS operated by the Housing Authorities of the City and County of Fresno through a Memorandum of Understanding with the Fresno Madera Continuum of Care or comparable databases are required for use by providers of services for victims of domestic violence, as described in the Violence Against Women Act (VAWA). Reporting into the HMIS database or allowed comparable database is a requirement of State funding. Service Provider reporting must be consistent in format and data element structure with the Fresno Housing Authority HMIS Program Policies and Procedures Manual and the HUD HMIS Data Standards and Data Dictionary current at the execution of this Agreement. The comparable database will be maintained by the Service Provider and used to collect data and report on outputs and outcomes as required by HUD. DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 REVISED EXHIBIT “B” BUDGET Service Agreement between City of Fresno and Poverello House Encampment Resolution Services and Bridge Housing at the Clarion Poverello House Encampment Resolution Services – June 14 – August 7, 2023 Personnel 12 months Bridge Housing Director (1.0 FTE) $ 9,750.00 Finance Specialist (1.0 FTE) $ 187.45 Bridge Shelter Coordinator (1.0 FTE) $ 11,305.42 Client Navigator (5.0 FTE) $ 27,221.00 Client Services Specialist (15.0 FTE) $ 103,407.55 Facilities Specialist (1.0 FTE) $ 4,879.71 Housing Stability Case Manager (3.0 FTE) $ 152.00 Security Specialist (6.0 FTE) $ 31,993.65 Outreach Coordinator (0.25 FTE) $ 218.50 Encampment Area Street Navigation Specialist (6.0 FTE) $ 24,536.93 Benefits @ 20% $ 13,280.44 Taxes @ 8.65% $ 18,406.33 Total Personnel $ 245,338.98 Non-Personnel Operating Costs Program Supplies $ 24,079.26 Meal Services (3 meals per day, $5 per meal) $ 64,500.00 Utilities $ 20,445.44 Linen/Laundry Service $ 2,278.85 Office Supplies $ 4,776.87 Equipment/Technology (computers, copy machine, printer, radios) $ 32,532.14 Communications (cell phones, desk phones, internet) $ 954.48 Fuel/Insurance/Vehicle Maintenance/Travel Costs $ 22.90 Facilities Maintenance/Property Management $ 2,236.08 Vehicle Purchase – Food Services Delivery Van $ 48,671.71 DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 IT Infrastructure – Clarion Motel (Hope Pointe) $ 13,622.78 Total Non-Personnel $ 214,120.51 Direct Costs $ 459,459.49 Indirect Costs (Maximum of 5%) $ 19,858.25 Grand Total $ 479,317.74 Poverello House Bridge Housing – 30 Beds Personnel 12 months Chief Programs Officer (.04 FTE) $ 4,200.00 Chief Operations Officer (.04 FTE) $ 4,000.00 Chief Financial Officer (.03 FTE) $ 6,240.00 Sr. Director of Shelter Services (.15 FTE) $ 12,000.00 Sr. Director of Navigation Services (.10 FTE) $ 7,500.00 Director of Facilities (.10 FTE) $5,824.00 IT Coordinator (.05 FTE @ $26.00/hour) $ 2,704.00 HR Specialist (.10 FTE @ $24.00/hour) $ 4,992.00 Controller (.25 FTE @ $25.00/hour) $ 13,000.00 Shelter Coordinator (1.0 FTE @ $23.00/hour) $ 47,840.00 Client Navigator (1.0 FTE @ $20.00/hour) $ 41,600.00 Client Services Specialist (9.0 FTE @ $18.00/hour) $ 336,960.00 Facilities Specialist (.50 FTE @ $18.00/hour) $ 18,720.00 Housing Stability Case Manager (2.0 FTE @ $20.00/hour) $ 83,200.00 Security Specialist (2.0 FTE @ $18/hour) $ 74,880.00 Benefits @ 20% $ 132,732.00 Taxes @ 8.65% $ 57,406.59 Total Personnel $ 853,798.59 Non-Personnel Operating Costs Program Supplies $ 18,000.00 Meal Services (2 X 30 X 365) Poverello House will leverage $54,750 of in-kind support to provide a third meal per day $ 109,500.00 DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 Utilities $ 59,080.00 Linen Service $ 30,000.00 Office Supplies $ 2,000.00 Equipment/Technology (5 computers, 3 printers, 5 radios) $ 8,300.00 Storage (C-Train X 1, $6,000 each) $ 6,000.00 Communications (2 Cell phones/3 desk phones/Internet) $ 8,340.00 Fuel/Insurance/Maintenance Vehicles $ 7,500.00 Facilities Maintenance/Property Management $ 30,000.00 Total Non-Personnel $ 278,720.00 Direct Costs $ 1,132,518.59 Indirect Costs @ 10% $ 113,251.86 Total Direct and Indirect $1,245,770.45 Food Services Delivery Vehicle/Transport Vehicle $ 25,000.00 IT Infrastructure Costs $ 10,000.00 Grand Total $ 1,280,770.45 DocuSign Envelope ID: 973A1E33-A7BB-4815-843C-099944917833 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 6/5/2023 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 X X X X X X 5/3/2023 Zachary D. Darrah Poverello House 412 F Street Fresno, CA 93706 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 DocuSign Envelope ID: 6712CCDA-8793-456E-B5B1-717012A77C28 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1343 Agenda Date:9/28/2023 Agenda #: 1.-R. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning & Development Department PHIL SKEI, Assistant Director Planning & Development Department BY:DYLAN MCCULLY, Senior Management Analyst Homeless Services Division SUBJECT Actions related to the acquisition of Travelodge Motel, located at 3876 North Blackstone Avenue (436 -260-22) to facilitate the development of permanent affordable housing (District 4): 1. Adopt a finding of Categorical Exemption pursuant to Sections 15301/Class 1 and 15332/Class 32 of the California Environmental Quality Act (CEQA) Guidelines. 2. ***RESOLUTION - Authorizing use of Encampment Resolution Funds for the acquisition of Travelodge Motel in an amount not to exceed $4,401,709.00 (Subject to Mayor’s veto). 3. Approve a month-to-month lease agreement for up to 12 months with Shiv Investments, Inc., for the Travelodge located at 3876 North Blackstone Avenue (436-260-22) for $1,000 per month effective upon execution and authorize the City Manager or designee to execute all contract related documents on behalf of the City. RECOMMENDATION Staff recommends City Council adopt a finding of Categorical Exemption pursuant to Sections 15301/Class 1 and 15332/Class 32 of the California Environmental Quality Act (CEQA) Guidelines, adopt a resolution committing up to $4,401,709.00 in City funds for acquisition of the Travelodge, approve a lease agreement with the Shiv Investments, Inc. to continue operating the Travelodge as a motel, and authorize the City Manager or designee to sign all necessary documents to execute the lease agreement on behalf of the City. EXECUTIVE SUMMARY Approval of the recommended actions will facilitate the acquisition of the 44-room Travelodge Motel for future conversion to permanent affordable housing. BACKGROUND On April 20, 2023, the Council adopted a resolution authorizing the department to submit a joint Homekey 3 application with Fresno Mission for redevelopment of the Travelodge into permanent City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT R. 2023-255 APPROVED ON CONSENT File #:ID 23-1343 Agenda Date:9/28/2023 Agenda #: 1.-R. affordable housing for households experiencing homelessness. On the same date, Council also approved a Purchase and Sale Agreement with the Prabhatbhai T. Patel and Sushilaben P. Patel as Trustees of The Prabhatbhai T. Patel and Sushilaben P. Patel Living Trust u/d/t dated September 12, 2019 (Trustees) for the acquisition of the Travelodge for $4,400,000 and adopted Resolution 2023- 098 declaring a commitment for a future City contribution of funds for rehabilitation expenses in an amount not exceeding $5,000,000, contingent upon full award of the Homekey Round 3 funding for the Travelodge project. The joint Homekey 3 application with Fresno Mission was submitted to HCD on May 16, 2023. In anticipation of a funding award from the Encampment Resolution Funding Round 2 (ERF-2R), the purchase of the Clarion Motel (Clarion) at 4061 North Blackstone Avenue was completed on April 24, 2023, in alignment with the City’s ERF-2R project timeline to provide emergency shelter for the encampment area and critical bridge housing beds for homeless across the city. The intention of the project was to use ERF-2R funds for the acquisition of the Clarion. However, due to significant delays in the announcement of the ERF-2R award, the standard agreement for ERF-2R funds was not executed by the State until August 8, 2023. Per the State’s updated guidance, ERF-2R funds cannot be used to reimburse costs incurred prior to the execution of the standard agreement, including the purchase of the Clarion. Those funds will instead be used to support the acquisition of Travelodge, a use the State has preliminarily approved. On June 14, 2023, the City was awarded an allocation of $17,000,000 from the Encampment Resolution Funding Round 2 (ERF-2R) program to resolve the existing state encampment area in downtown Fresno. In addition to funding for homeless services, the grant included $5,319,674.29 for acquisition of the Clarion Motel at 4061 North Blackstone for use as interim shelter. Since the City was unable to utilize ERF-2R funds for the acquisition of the Clarion, and because the shelter objective was met using alternative means, those funds are now available to be used for the acquisition of the Travelodge. Upon closing of the Travelodge sale on or about September 29th, 2023, the City will lease the property to the Shiv Investments, Inc. for $1,000 per month on a month-to-month basis to ensure the property remains secure, while allowing them to continue operating as a motel until the City receives a determination on the Homekey Round 3 award for the Fresno Mission Travelodge project. The City Attorney has reviewed and approved the Lease Agreement as to form. If awarded, rehabilitation of the facility into 33 permanent affordable housing units is anticipated to be completed within 12 months. In the event the City does not receive a Homekey 3 award for the Travelodge project, the Department is also planning to request that City Council, at a future meeting, declare this property exempt from the Surplus Land Act and initiate a request for proposals (RFP) seeking qualified developers to submit proposals for rehabilitation of the Travelodge for use as permanent affordable housing. ENVIRONMENTAL FINDINGS Staff has performed a preliminary environmental assessment of this Project and has determined it falls within the Categorical Exemption set forth in CEQA Guidelines Sections 15301/Class 1 (existing facilities) and 15332/Class 32 (in-fill development) which exempt projects involving a negligible or no expansion of an existing facility or are located in an area considered in-fill development. These City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1343 Agenda Date:9/28/2023 Agenda #: 1.-R. exemptions apply because this project involves the purchase of Travelodge without expansion of the facility, and it is located in an in-fill area and is less than five acres in size. Staff determined under the CEQA Guidelines this project fits within the definition of existing facilities in Section 15301/Class 1 and in-fill in Section 15332/Class 32, as Categorically Exempt from further CEQA review. Staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2, apply to this project. LOCAL PREFERENCE Local preference does not apply because the City acquisition of real property does not involve a bid award of a construction or service contract. FISCAL IMPACT The ERF-2R funds for the acquisition were appropriated to the Planning and Development Department as part of its fiscal year 2024 Budget.The potential revenue generated by this lease will be no more than $12,000. All revenue will be used to support the development of future affordable housing. Attachments: Categorical Exemption (Travelodge) Lease Agreement (Travelodge) Resolution Declaring Funding Commitment City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ CITY OF FRESNO CATEGORICAL EXEMPTION ENVIRONMENTAL ASSESSMENT NO. P23-03132 THE PROJECT DESCRIBED HEREIN IS DETERMINED TO BE CATEGORICALLY EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. APPLICANT: Danny Tohme Planning and Development Housing Production Division 2600 Fresno Street, Third Floor Fresno, CA 93721 PROJECT LOCATION: 3876 North Blackstone Avenue; Located on the southeast corner of North Blackstone Avenue and East Saginaw Way (APN: 436- 260-22) PROJECT DESCRIPTION: The project proposes acquisition of real property which is currently developed with an existing motel and the conversion of the structure to permanent affordable housing. This project is exempt under Sections 15301/Class 1 and 15332/Class 32 of the California Environmental Quality Act (CEQA) Guidelines as follows: Under Section 15301/Class 1, the proposed project is exempt from CEQA requirements when the project consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. Under Section 15332/Class 32, a project is exempt from CEQA requirements when characterized as in-fill development, which consists of the following: 1) The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations; 2) The proposed development occurs within city limits on a project site of no more than five acres in size and substantially surrounded by urban uses; 3) The project site has no value as a habitat for endangered, rare or threatened species; 4) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and, 5) The site can be adequately served by all required utilities and public services. The project proposes acquisition of an existing motel, with minor rehabilitation proposed to convert the existing structure into affordable housing. The project site is located on a 0.91-acre parcel which is surrounded by urban uses, and has no value as a habitat for endangered, rare or threatened species. The project site is located along a major transit corridor and is served by all necessary utilities and public services. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to the project. Therefore, the proposed project is not expected to have a significant effect on the environment. A Categorical Exemption, as noted above, has been prepared for the project. Date: September 19, 2023 Submitted by: Chris Lang, Supervising Planner City of Fresno Planning & Development Dept. CALIFORNIA ASSOCIATION OF REALTORS ® Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 CALIFORNIA ASSOCIATION OF REALTORS ® 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 USE OF ENCAMPMENT RESOLUTION FUNDING 2 (ERF-2) FUNDS FOR THE ACQUISITION OF THE TRAVELODGE FOR FUTURE AFFORDABLE HOUSING PROJECT IN THE CITY OF FRESNO WHEREAS, on April 13, 2023, the City of Fresno (City) entered into a Purchase and Sale Agreement (Agreement) with Prabhatbhai T. Patel and Sushilaben P. Patel as Trustees of the Prabhatbhai T. Patel and Sushilaben P. Patel Living Trust u/t/d dated September 12, 2019 (Seller), to purchase the real property located at 3876 North Blackstone Avenue, Fresno, California (APN 436-260-22) (Property), with the intent to develop permanent affordable housing on the Property for individuals and families experiencing or at risk of homelessness (Project); and WHEREAS, on April 20, 2023, the Fresno City Council (Council) approved the Agreement; and WHEREAS, on April 20, 2023, the Council adopted Resolution No. 2023-097 permitting the application to the Department of Housing and Community Development for the Homekey Round 3 Program Funds to acquire, rehabilitate, and operate the Property and Project; and WHEREAS, on August 11, 2023, City and Seller executed an Extension of Time Amendment to the Agreement extending the close of escrow on the Property to September 30, 2023, to allow additional time for a Homekey award; and WHEREAS, the City has not received a Notice of an Award of Homekey 3 Program 2 of 3 Funds and does not anticipate an award prior to the expected close of escrow on September 30, 2023; and WHEREAS, the City requires an alternative funding source to acquire the Property and requests authorization to use Four Million Four Hundred and One Thousand Seven Hundred Nine Dollars ($4,401,709.00) from Encampment Resolution Funding Program Round 2 (ERF-2) Funds for the acquisition of the Property so escrow may close timely on or about September 30, 2023. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council authorizes the use of ERF-2 funds in the amount of Four Million Four Hundred and One Thousand Seven Hundred Nine Dollars ($4,401,709.00) for the acquisition of the Property. 2. The Council hereby adopts this resolution to fund the acquisition of the Property in an amount not to exceed Four Million Four Hundred and One Thousand Seven Hundred Nine Dollars ($4,401,709.00), and further requires the Property be used for affordable housing wherein the terms of affordability for the units shall be no less than 55 years. 3. The City Manager, or designee, is authorized and directed to execute all required documents to timely close escrow. 4. This Resolution is subject to all applicable City rules and regulations. 5. This Resolution shall become 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: Kelsey A. Seib Date Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1386 Agenda Date:9/28/2023 Agenda #: 1.-S. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHIL SKEI, Assistant Director Planning and Development BY:JILLIAN GAYTAN, Sr Management Analyst Homeless Services Division SUBJECT Actions pertaining to homeless street outreach, assessment and mobile shower operations agreements provided under the Homeless Housing, Assistance, and Prevention (HHAP) program (Bid File 12302683): 1. Approve an Agreement for one-year with one optional one-year extension with Poverello House to conduct homeless street outreach and assessment in the annual amount of $379,738.00. 2. Approve an Agreement for one-year with one optional one-year extension with Gracebound to operate two mobile shower trailers in the annual amount of $300,000.00. RECOMMENDATION Staff recommends the City Council approve the HHAP agreements with Poverello House (Poverello) for homeless street outreach and assessment services in the amount of $379,738.00 annually and Gracebound for mobile shower operations in the amount of $300,000.00 annually and authorize the Purchasing Manager, or designee, to sign all implementing agreements. EXECUTIVE SUMMARY The City of Fresno (City) is seeking to award funding for homeless street outreach, assessment, and mobile shower operations as part of the HHAP program requirements. Staff issued a Request for Proposal (RFP) on June 21, 2023, and received two proposals for street outreach and assessment services, and one proposal for mobile shower operations. All proposals were determined to be qualified and responsive to the RFP. Based on the evaluation completed by a selection committee, staff recommends awarding Poverello an annual allocation of $379,738.00 for homeless street outreach and assessments and Gracebound an annual allocation of $300,000.00 for mobile shower operations for one-year agreement with one optional one-year extension. City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 GB/MA 6-0 LC ABSENT File #:ID 23-1386 Agenda Date:9/28/2023 Agenda #: 1.-S. BACKGROUND In February 2020,the City was awarded HHAP funding in the amount of $6,158,246.18 from the California Homeless Coordinating and Financing Council to address homelessness,in September 2021 received $2,911,171 in a second round of HHAP allocations,and on January 18,2023 received a total of $7,524,257.15 in a third round of HHAP allocations,and on July 31,2023 received an initial disbursement of $5,632,712.55 in a fourth round of HHAP allocations.Health and Safety Code Section 50220.7 (e)allows program recipients to use its allocation for street outreach to assist persons experiencing homeless to access permanent housing and services. Staff issued an RFP on June 21,2023,requesting proposals to provide homeless street outreach and assessment to unsheltered individuals as authorized under Health and Safety Code (HSC)§50219 (c)(4)and for the operations for two mobile shower and restroom facilities for people experiencing homelessness through the Homeless Housing,Assistance and Prevention (HHAP)program.The City received two proposals for homeless street outreach and assessment services and one proposal for mobile shower operations by the August 1,2023,deadline.A selection committee comprised of representatives from the City’s Homeless Services Division,Homeless Assistance Response Team (HART),and Long-Range Planning Division in the Planning and Development Department;Fresno Housing Authority, and Fresno Madera Continuum of Care Lived Experience Advisor Board (LEAB). On August 11,2023,the committee evaluated the proposals based on the ability to meet the stated service requirements,conformance with the terms and conditions of the RFP,costs associated with providing services,past performance and experience,and other related information provided.The committee determined Poverello’s proposal to be qualified and most responsive to the homeless street outreach and assessment activities as outlined in the RFP for a total amount of $379,738.00. The committee determined Gracebound to be qualified and responsive for the operations of two mobile shower and restroom facilities as outlined in the RFP for a total amount of $300,000.00. Based on this evaluation staff recommends awarding Poverello and Gracebound. Poverello House: Homeless Street Outreach and Assessment Poverello House’s Homeless Outreach Progressive Engagement Team (HOPE Team)will provide outreach services targeting veterans,chronically homeless,and unhoused individuals and families throughout the City of Fresno.The HOPE Team will collaborate with the City of Fresno’s Homeless Assistance Response Team (HART)to provide outreach to people experiencing homelessness who are not engaged in navigation services and/or emergency shelters within the City of Fresno.They will provide a non-law enforcement approach for people experiencing homelessness living in encampments and other places throughout the City of Fresno.The HOPE Team will receive referrals from the HART Team to engage people experiencing homelessness.The HOPE Team will work with the City of Fresno’s code enforcement,solid waste department,and Police Department to link individuals and families experiencing homelessness to navigation services and shelter.The HOPE Team will have a dispatcher that will receive referrals from the City of Fresno and assign HOPE Team members to the identified locations.As directed by the City of Fresno,the HOPE Team will also collaborate with other jurisdictions such as Fresno Irrigation District,Caltrans,the County of Fresno, the Downtown Association,and other jurisdictions to outreach to people experiencing homelessness. The HOPE Team will be made up of six (6)full-time individuals.The HOPE Outreach Team will be available on both evenings and weekends. City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1386 Agenda Date:9/28/2023 Agenda #: 1.-S. Gracebound: Mobile Shower Operations Gracebound will coordinate the Planning and Development Department Homeless Services Division and Regional Wastewater Reclamation Facility to collect the shower trailers and deliver to predetermined sites throughout Fresno.The truck used to transport the trailers meets the California vehicle laws and regulations to transport trailers with a GVWR of 13,000 pounds and driver(s)will have current Commercial Class A licenses.The driver,with the help of other Gracebound staff,will connect the trailer to City water and sewer systems.Gracebound will also refill propane tanks and gas for the generators when needed to properly operate the mobile showers.The showers site will operate Monday through Friday 8 am -1 pm,with additional hours to setup,teardown,clean,and transport.All staff will be trained to operate the shower trailers in a professional and respectful manner,providing the clients with excellent service.Staff will provide snacks,water,undergarments, hygiene items,towels,etc.The showers and restrooms will be sanitized after each use and at the end of the day.The staff will screen participants for other services and will have referral materials on site.An onsite supervisor will document client information.The information gathered by Gracebound will be shared to City staff to identify the rate of use after each event.HMIS information will also be collected for each participant and entered by the program manager.Gracebound expects to serve approximately 150 to 200 clients per week,600 -800 clients per month.Gracebound expects to connect 30 clients per week (15 - 20%) to other services. The proposed agreement for Poverello totals $379,738.00 annually for homeless street outreach and assessment services and the agreement for Gracebound totals $300,000.00 annually for mobile shower operations. ENVIRONMENTAL FINDINGS This item is not a project as defined by the California Environmental Quality Act. LOCAL PREFERENCE Local preference is not applicable because of the use of state funds. FISCAL IMPACT The agreements will be funded through the City’s Homeless Housing, Assistance, and Prevention allocations. Attachments: Agreement with Poverello House Agreement with Gracebound Inc. Bid Evaluation City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ GSD-B Service Contract – Contractor (08-2023) -1 - SERVICE CONTRACT THIS CONTRACT (Contract) is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and POVERELLO HOUSE, a California Corporation (Contractor), as follows: 1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to Bidders," "Bid Proposal," and the "Specifications" including "General Conditions", "Special Conditions" and "Technical Specifications" for the following: REQUIREMENTS CONTRACT FOR HOMELESS STREET OUTREACH ASSESSMENT, AND/OR MOBILE SHOWER OPERATIONS (Bid File No. 12302683) copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. PRICE. For the monetary consideration of $379,738.00, as set forth in the Bid Proposal, the Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents. 3. PAYMENT. The City accepts the Contractor's Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. INDEMNIFICATION: To the furthest extent allowed by law, including California Civil Code section 2782, the Contractor shall indemnify, defend and hold harmless the City and each of its officers, officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-performance of this Contract . The Contractor's obligations as set forth in this section shall apply regardless of whether the City or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of the City or any of its officers, officials, employees, agents, or volunteers. To the fullest extent allowed by law, and in addition to the express duty to indemnify, the Contractor, whenever there is any causal connection between the Contractor’s performance or non-performance of the work or services required under this Contract and any claim or loss, injury or damage of any type, the Contractor expressly agrees to undertake a duty to defend the City and any of its officers, officials, employees, agents, or volunteers, as a separate duty, independent of and broader thaQ the duty to indemnify. The duty to defend as herein agreed to by the Contractor expressly includes all costs of litigation, attorneys’ fees, settlement costs and expenses in connection with claims or litigation, whether or not the claims are valid, false or groundless, as long as the claims could be in any manner be causally connected to the Contractor as reasonably determined by the City. GSD-B Service Contract – Contractor (08-2023) - 2 - Upon the tender by the City to the Contractor, the Contractor shall be bound and obligated to assume the defense of the City and any of its officers, officials, employees, agents, or volunteers, including the a duty to settle and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards, or expenses resulting from or arising out of the claims without reimbursement from the City or any of its officers, officials, employees, agents, or volunteers. It is further understood and agreed by Contractor that if the City tenders a defense of a claim on behalf of the City or any of its officers, officials, employees, agents, or volunteers and the Contractor fails, refuses or neglects to assume the defense thereof, the City and its officers, officials, employees, agents, or volunteers may agree to compromise and settle or defend any such claim or action and the Contractor shall be bound and obligated to reimburse the City and its officers, officials, employees, agents, or volunteers for the amounts expended by each in defending or settling such claim, or in the amount required to pay any judgment rendered therein. The defense and indemnity obligations set forth above shall be direct obligations and shall be separate from and shall not be limited in any manner by any insurance procured in accordance with the insurance requirements set forth in this Contract. In addition, such obligations remain in force regardless of whether the City provided approval for, or did not review or object to, any insurance the Contractor may have procured in a accordance with the insurance requirements set forth in this Contract. The defense and indemnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any type has been incurred by the City, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations. The defense and indemnity obligations set forth in this section shall survive termination or expiration of this Contract. If the Contractor should subcontract all or any portion of the work to be performed under this Contract, the Contractor 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 as set forth above. 5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] GSD-B Service Contract – Contractor (08-2023) -3 - 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. CITY OF FRESNO, A California municipal corporation By: Melissa Perales, Purchasing Manager General Services Department APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Date Supv./Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy POVERELLO HOUSE, 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) REVIEWED BY: Addresses: CITY: City of Fresno Attention: Joe Pasillas, Neighborhood Revitalization Manager 2600 Fresno Street, CH3N 3065 Fresno, CA 93721 Phone: (559) 621-8053 E-mail: joe.pasillas@fresno.gov CONTRACTOR: Poverello House Attention: Zachary D. Darrah, Chief Executive Officer 412 F Street Fresno, CA 93706 Phone: (559) 498-6988 E-mail: zdarrah@poverellohouse.org GSD-B Service Contract – Contractor (08-2023) -1 - SERVICE CONTRACT THIS CONTRACT (Contract) is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and GRACEBOUND INC., a California Nonprofit Corporation (Contractor), as follows: 1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to Bidders," "Bid Proposal," and the "Specifications" including "General Conditions", "Special Conditions" and "Technical Specifications" for the following: REQUIREMENTS CONTRACT FOR HOMELESS STREET OUTREACH ASSESSMENT, AND/OR MOBILE SHOWER OPERATIONS (Bid File No. 12302683) copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. PRICE. For the monetary consideration of $300,000.00, as set forth in the Bid Proposal, the Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents. 3. PAYMENT. The City accepts the Contractor's Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. INDEMNIFICATION: To the furthest extent allowed by law, including California Civil Code section 2782, the Contractor shall indemnify, defend and hold harmless the City and each of its officers, officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-performance of this Contract . The Contractor's obligations as set forth in this section shall apply regardless of whether the City or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of the City or any of its officers, officials, employees, agents, or volunteers. To the fullest extent allowed by law, and in addition to the express duty to indemnify, the Contractor, whenever there is any causal connection between the Contractor’s performance or non-performance of the work or services required under this Contract and any claim or loss, injury or damage of any type, the Contractor expressly agrees to undertake a duty to defend the City and any of its officers, officials, employees, agents, or volunteers, as a separate duty, independent of and broader thaQ the duty to indemnify. The duty to defend as herein agreed to by the Contractor expressly includes all costs of litigation, attorneys’ fees, settlement costs and expenses in connection with claims or litigation, whether or not the claims are valid, false or groundless, as long as the claims could be in any manner be causally connected to the Contractor as reasonably determined by the City. GSD-B Service Contract – Contractor (08-2023) - 2 - Upon the tender by the City to the Contractor, the Contractor shall be bound and obligated to assume the defense of the City and any of its officers, officials, employees, agents, or volunteers, including the a duty to settle and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards, or expenses resulting from or arising out of the claims without reimbursement from the City or any of its officers, officials, employees, agents, or volunteers. It is further understood and agreed by Contractor that if the City tenders a defense of a claim on behalf of the City or any of its officers, officials, employees, agents, or volunteers and the Contractor fails, refuses or neglects to assume the defense thereof, the City and its officers, officials, employees, agents, or volunteers may agree to compromise and settle or defend any such claim or action and the Contractor shall be bound and obligated to reimburse the City and its officers, officials, employees, agents, or volunteers for the amounts expended by each in defending or settling such claim, or in the amount required to pay any judgment rendered therein. The defense and indemnity obligations set forth above shall be direct obligations and shall be separate from and shall not be limited in any manner by any insurance procured in accordance with the insurance requirements set forth in this Contract. In addition, such obligations remain in force regardless of whether the City provided approval for, or did not review or object to, any insurance the Contractor may have procured in a accordance with the insurance requirements set forth in this Contract. The defense and indemnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any type has been incurred by the City, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations. The defense and indemnity obligations set forth in this section shall survive termination or expiration of this Contract. If the Contractor should subcontract all or any portion of the work to be performed under this Contract, the Contractor 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 as set forth above. 5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] GSD-B Service Contract – Contractor (08-2023) -3 - 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. CITY OF FRESNO, A California municipal corporation By: Melissa Perales, Purchasing Manager General Services Department APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Date Supv./Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy GRACEBOUND INC., A California Nonprofit 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) REVIEWED BY: Addresses: CITY: City of Fresno Attention: Joe Pasillas, Neighborhood Revitalization Manager 2600 Fresno Street, CH3N 3065 Fresno, CA 93721 Phone: (559) 621-8053 E-mail: joe.pasillas@fresno.gov CONTRACTOR: GraceBound Inc. Attention: Keith Scott, Chief Financial Officer 420 N. Broadway Street Fresno, CA 93701 Phone: (559) 840-2298 E-mail: abcscott1@hotmail.com City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1392 Agenda Date:9/28/2023 Agenda #:1.-T. REPORT TO THE CITY COUNCIL FROM:JERRY P. DYER, Mayor Office of the Mayor & City Manager BY:KELLI FURTADO, Chief of Staff Office of the Mayor & City Manager SUBJECT Actions pertaining to the Infill Infrastructure Grant - Catalytic Qualifying Infill Area (IIGC) Program 1. ***RESOLUTION - Authorizing the City Manager to accept $43,733,136 in IIGC program award funds to the City of Fresno from the California Department of Housing and Community Development (HCD); and authorizing the City Manager, or designee, to sign all required implementing documents. (Subject to Mayor’s Veto) 2. ***RESOLUTION - Adopting the 21 st amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $43,733,136 from the IIGC Program awarded by HCD for capital improvement projects. (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) RECOMMENDATIONS It is recommended that Council approve the actions pertaining to the IIGC Program, allowing the City of Fresno (City) to participate in the IIGC Program, accepting and appropriating the program award funds from HCD for the implementation of capital improvement projects, and authorizing the City Manager, or designee, to sign all required implementing documents. EXECUTIVE SUMMARY On March 30, 2023, the City Council approved the City’s grant application to HCD for up to $45 million in funding for the IIGC Program for catalytic capital improvements, including water, wastewater, and structured parking. On August 22, 2023, HCD provided the City with a Conditional Award Commitment for the IIGC Program, in the amount of $43,733,136. HCD has indicated time is of the essence in satisfying the terms and conditions of the City’s Conditional Award. Within 60 calendar days of the Conditional Award Commitment, a legally sufficient Resolution is required. Upon receiving required documentation, HCD has committed to delivering an execution copy of the Standard Agreement relative to this Conditional Award within 90 calendar days. Adopting the resolution authorizing the City Manager to accept the IIGC Program Award funds in the amount of $43,733,136 from HCD and sign all implementing documents will allow the City to participate in the IIGC Program and fund the catalytic capital improvement projects that will support necessary infrastructure for planned housing and new investments in residential and mixed-use City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 MA/AP 6-0 LC ABSENT R. 2023-256 R. 2023-257 File #:ID 23-1392 Agenda Date:9/28/2023 Agenda #:1.-T. necessary infrastructure for planned housing and new investments in residential and mixed-use buildings in Downtown Fresno. Adopting the 21st amendment to the AAR will appropriate $43,733,136 from the IIGC Program awarded by HCD for the funding of designated capital improvement projects in Downtown Fresno. BACKGROUND A total of $105 million was made available by the State of California through its 2022-23 fiscal year for IIGC,$90 million of which was dedicated to large jurisdictions such as Fresno.HCD estimated the maximum award for large jurisdictions would be between $15 million and $45 million.The grant amount for capital improvements was determined through a calculation of the number of housing units supported within the identified Catalytic Qualifying Infill Area,the bedroom count of these units, and the density and affordability of the proposed housing.However,none of the IIGC funding may be utilized for the construction or development of housing units -funding is strictly limited to capital improvement projects. CONCEPT PROPOSAL -PHASE 1:On December 29,2022,HCD opened a grant portal to announce the IIGC Program guidelines,and the availability of $105 million in IIGC funds.The City submitted a Downtown Fresno Concept Proposal -Phase I application on February 3,2023.HCD received concept proposals for Phase I, totaling $760 million in requests. The City’s Concept Proposal identified a Certified Quality Improvement Area in Downtown Fresno, including a portion of Chinatown,bound by E Street,Van Ness Avenue,East Tuolumne,and Ventura Streets.The Concept Proposal supported a request for $45 million in catalytic capital improvement projects that would support planned housing.Although the housing units were important in calculating the maximum grant amount,any potential funding award was limited to capital infrastructure projects listed in the grant application.The Concept Proposal identified water,wastewater,and structured parking improvements -all important parts of an important part of catalyzing downtown investment and accelerating new investment in residential and mixed-use buildings. Key stakeholders assisted with the development of the Downtown Fresno Concept Proposal, including agencies with expertise and experience in previous and future planning efforts,visioning, and engagement.Stakeholder engagement included the Fresno Housing Authority,State Center Community College District,Central Valley Community Foundation,Housing Successor Agency to the Redevelopment Agency of the City of Fresno, and private developers and property owners. PHASE 2 APPLICATION:On March 10,2023,HCD confirmed the City’s eligibility,and invited the City to apply for the IIGC Program -Phase II by no later than April 10,2023.The Phase II application enhanced work previously done through Phase I.On March 30,2023,the City Council approved the City’s application for up to $45 million to the IIGC Program for catalytic capital improvements, including water,wastewater,and structured parking.The City’s application was submitted to HCD by the extended deadline of April 13,2023.Nearly 30 community agencies provided input and letters of support. CONDITIONAL AWARD:On August 22,2023,HCD provided the City with a Conditional Award Commitment for the IIGC Program,in the amount of $43,733,136.The Capital Improvement Projects approved for award include: City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1392 Agenda Date:9/28/2023 Agenda #:1.-T. -Water $14,310,000 -Sewer $16,809,421 -Street Work (Tuolumne/Van Ness) $913,715 -Structured Parking (North End Fulton) $11,700,000 OVERVIEW:The City aims to grow from the 3,000 residents currently living in the downtown core,to more than 10,000.The IIGC Program is an opportunity to provide the infrastructure that will support the development of under-utilized and vacant land into higher-density housing.The IIGC Program will bring important improvements to aging and insufficient local infrastructure. Additionally,investments in infrastructure in Downtown Fresno have the potential to become a best practice for walkable neighborhoods,which will allow residents to live more healthy and sustainable lives.Walkability and proximity to a variety of transit options also aligns with climate goals to reduce the average number of vehicle miles driven.Without the capital improvements described,the desired development of the neighborhood is likely to mirror years past -on a slower and smaller scale. Significant infrastructure investment is necessary,and the proposed projects represent true catalytic change.Fresno’s density,equity,transit,commercial,walkability,and climate goals cannot be achieved without adequate infrastructure. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act Requirements. LOCAL PREFERENCE Local preference is not applicable because this item does not involve public contracting or bidding with the City of Fresno. FISCAL IMPACT There is no impact to the General Fund.Approval of the Resolution will allow the City to receive IIGC Program Award funds in the amount of $43,733,136 for designated capital improvement projects. Attachments: 1.Resolution: Accepting IIGC Program Award Funds 2.Resolution: 21st Amendment to Annual Appropriation Resolution No. 2023-185 3.Map of Catalytic Qualifying Infill Area (CQIA) 4.Capital Improvement Project Descriptions City of Fresno Printed on 10/3/2023Page 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. 2023-185 TO APPROPRIATE $43,733,100 FROM THE IIGC PROGRAM AWARDED BY HCD FOR CAPITAL IMPROVEMENT PROJECTS BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2023-185 be and is hereby amended as follows: Increase/(Decrease) TO: CAPITAL PROJECTS DEPARTMENT IIGC DT Grant $ 43,733,100 THAT account titles and numbers requiring adjustment by this Resolution are as follows: IIGC DT Grant Revenues: Account String: 2070-2091-9999-000-433401-22-5-0000-0000- $ 43,733,100 Total Revenues $ 43,733,100 Appropriations: Account String: 2070-2091-9999-000-651101-22-5-0000-0000- $ 19,400 Project String: 229900001-PROJMGMT Total Appropriations $ 19,400 Appropriations: Account String: 2070-2091-9999-000-757507-22-5-0000-0000- $ 31,100,000 Project String: 229900001-CCNT Total Appropriations $ 31,100,000 Appropriations: Account String: 2070-2091-9999-000-651101-22-5-0000-0000- $ 13,700 Project String: 229900002-PROJMGMT Total Appropriations $ 13,700 2 of 3 Increase/(Decrease) Appropriations: Account String: 2070-2091-9999-000-757507-22-5-0000-0000- $ 900,000 Project String: 229900002-CCNT Total Appropriations $ 900,000 Appropriations: Account String: 2070-2091-9999-000-651101-22-5-0000-0000- $ 10,000 Project String: 229900003-PROJMGMT Total Appropriations $ 10,000 Appropriations: Account String: 2070-2091-9999-000-757507-22-5-0000-0000- $ 11,690,000 Project String: 229900003-CCNT Total Appropriations $ 11,690,000 THAT the purpose is to appropriate $43,733,100 from the IIGC Program awarded by HCD for the funding of designated capital improvement projects in Downtown Fresno. 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 19. CQIA Site Plan The following is a dimensioned map from the City of Fresno’s GIS Department and a complete description of the Catalytic Qualifying Infill Area boundaries and adjacent land uses. H St Van Ness Ave Broadway Plz MariposaMallFulton St Ventura StInyo StMariposa StSanta Clara StMono StTulare StKern St99 Onrp Tuolumne St41 OfrpFresnoSt99 SRMerced StStanislaus StF St GoldenStateBlvdB r o adway St G St E St 9 9 O n r p 41Onrp99 Ofrp 0 750 1,500375 Feet Updated: 4/10/2023COF-GIS - Documents\COF GIS Team\Projects\IIGC CQIA Zoning Map Area size (acres): 232 acres APN(s) that establish the area: The CQIA includes all APNs in the area of Downtown Fresno enclosed by Van Ness Avenue, Ventura Street, E Street, and Tuolumne Street. A full list of specific APN numbers for this area can be provided upon request. Current or planned land use: The sites proposed for new housing developments include a CVS store, a frontage road in front of the CVS, Fresno Housing headquarters, surface parking lots, vacant commercial buildings, a vacant warehouse, and vacant or damaged historic buildings. In the greater CQIA area, land uses include apartments, office buildings, and commercial buildings. Current or planned zoning: DTN and DTC Adjacent Land Uses North: North of the CQIA is a mix of civic buildings, restaurants, offices, retail, and apartments. East: East of the CQIA is a mix of civic buildings, restaurants, offices, retail, and apartments. South: South of the CQIA is a mix of restaurants, offices, retail, and apartments. West: West of the CQIA is a mix of restaurants, offices, retail, and apartments. Streets Freeway Residential Single-Family, Medium Density (RS-5) Park and Recreation (PR) Public and Institutional (PI) No Value (NV) Neighborhood Mixed Use (NMX) Light Industrial (IL) Heavy Industrial (IH) Downtown Neighborhood (DTN) Downtown General (DTG) Downtown Core (DTC) Zoning Cultural Arts District Brewery District High Speed Rail Station Site Project Boundary Area CIP Site Control Documentation of Capital Improvement Project (CIP) site control in accordance with UMR §8303. Overview The City of Fresno is proposing three offsite CIPs. Two (water/sewer improvements and public street work) are on the public right‐of‐way, so additional site control is not required. One CIP (structured parking) is on a parcel owned by the City of Fresno. Improvement descriptions are detailed below. CIP 1: Water and Sewer Improvements in Downtown Fresno Site Control: Public Right‐of‐Way Improvements Description: The City of Fresno has site control of the proposed CIP. The proposed water/sewer improvements, described below and shown in the attached maps, are located in the public right‐of‐way. Per the Fresno Local Area Formation Commission (LAFCO), water and sewer in this area is within the City of Fresno’s sphere of influence and, therefore, within the City’s jurisdiction. Proposed IIGC funds will help the City of Fresno increase capacity of the sanitary sewer system, as well as rehabilitate existing sewer infrastructure in the CQIA area, thereby supporting current, proposed, and future development throughout Downtown Fresno. The capital improvements will include the replacement of 3,432 linear feet of 24‐inch sewer mains along Broadway, San Benito, and H Streets; 1,779 linear feet of 12‐inch sewer mains along H and F streets; 863 linear feet of 18‐inch along Fulton Street. This will also include the required ancillary work of trench resurfacing, manhole replacements and upgrades, and the necessary equipment, design, and preparation for worker and environmental safety throughout the project. IIGC funds will also help the City of Fresno upsize water mains, relocate water system infrastructure to more accessible locations for future maintenance, and install the appropriate meter boxes to serve current, proposed, and future development. Specifically, the funds will include the installation of 2,875 linear feet of 16‐inch water main along F Street and Mono Street, the installation of 10,360 linear feet of 24‐inch water mains along H St, Tulare St, and Tuolumne St and the necessary ancillary work of: trench resurfacing, service, meter box and hydrant replacements and upgrades, road striping and surfacing replacements, and the necessary equipment, design, and preparation for worker and environmental safety throughout the project. Alleyway water infrastructure will be removed and replaced by underground service connections to the newly installed water mains in the public right‐of‐way. See aerial and vector maps attached for locations and engineering plans. CIP 2 = Street Work at Tuolumne and Van Ness Site Control: Public Right‐of‐Way Improvements Description: The City of Fresno has site control over the proposed CIP. The proposed street work improvements, as described below, will improve pedestrian safety, accessibility, traffic, and greening necessary for the IIGC Anchor Housing Development (HD1‐HD6) on the north end of the CQIA. These improvements are part of the long‐term vision for the urban grid and pedestrian network within the Fulton Corridor Specific Plan area. The work will include site preparation such as clearing, grubbing, demolition, erosion/weed control, and fugitive dust management; surface improvements to the curb, gutter and sidewalk and installation of pedestrian scale lighting, urban greening and a landscape irrigation system, and the installation of eight pedestrian push buttons at Tuolumne and Van Ness. This also includes the necessary ancillary work of construction inspection and mediation, contractor mobilization, and traffic management. CIP 3 Structured Parking on North End ‐ Surface Lot 2 Site Control: Fee Simple Deed. Improvements Description: The City of Fresno has site control over the proposed CIP as the City owns the parcel as evidenced by the Grant Deed. Separate from the CIP, a portion of the parcel will be developed by the Housing Authority of the City of Fresno as described in the application as Housing Development 5 (HD5): Market 1. The structured parking is an offsite CIP as it will be a separate structure from HD5. The structured parking will accommodate affordable units developed towards the north end of the CQIA area. 6 2 4 242 4 24242424 242 4 12 1 8 6 1 0 1 8 188 8 1 0 6 8 6 6 630303014 8 8 12 2 4 2 4 6 2 7 1 2 1 2 121 2 30 8842 8 2 418 8 6 6 1 0 218 1 0 1 0 6 6 1 0 8 8 8 6 8 181 8 6 6301 4 1 4 1 4 8 818 1 0 6 1 0 1 0 88 1 0 1 0 6 2 1 2 1 1 0 8 88 8 1 010 10640401 0 6 1 2 12126 1 0 106 61 0 1 0 1010101 0 1 0 8 8403681012122 7 2 7 2 7 278 8 6 886 6 18106 12181833336 8 881616166 6 1 0 1 0 6 6 1 0 1 0 66 6 6 6 6 6 6 6 6 1 2 8888 6 181818815 151522201212121818246 8 6 8 1 2 8 8 8 8 8 8 8 6 6 6 1 0 1 0 1 0 1 0 8 8 8 8 6 6 8 6 6 6 6 6 6 6 8 1 0 1 0 6 6 6 6 6 6 1 0 8 6 8 8 2 7 278 8 1 0 1 0 1 0 1 0 1 0 2 2 2 2 2 2 22221 0 8 1 0 8 1 2 8 8 8 8 ¯0 500 1,000250Feet Legend Sewer Mains by Diameter 10" and Smaller 12"- 24" 26" and Larger Sewer Main Flow Direction Manholes Site Location HSR Station Proposed 12" Sewer Main (Approx. 1,779 LF) Proposed 18" Sewer Main (Approx. 863 LF) Proposed 24" Sewer Main (Approx. 2,581 LF) City of Fresno Department of Public Utilities Sanitary Sewer Mains by Diameter Aly A ly Aly C S t C hin a Aly E S t F S t F a g a n Aly HStB S t B r o a d w a y FresnoStG S t H S t StanislausStTuolumneSt99 A S t Aly Aly Aly Aly Aly Aly C S t C ollin s A v e E S t KernStMercedStB S t EKearn e y B l vd FresnoStTulareSt99 Aly FresnoStAly Aly Aly A ly Aly C hin a Aly C o n g o Aly F ult o n S t H St H o m e r u n Aly KernStKernStL S t L S t MonoStN S t O S t B r o a d w a yFresnoStG S t H S t InyoStM S t P S t TulareStTuolumneStVenturaStAly Aly Aly C hin a Aly E S t F S t F a g a n Aly F a g a n Aly F ult o n S t H S tMonoSt B r o a d w a y G S tVenturaSt 4 1 Q S t Aly A lyCapitolSt L S t O S t SantaClaraStM S t F ult o n S tSanBenito StB r o a d w a y V a n N e s s A v e 41 41 6 2 4 242 4 24242424 242 4 12 1 8 6 1 0 1 8 188 8 1 0 6 8 6 6 630303014 8 8 12 2 4 2 4 6 2 7 1 2 1 2 121 2 30 8842 8 2 418 8 6 6 1 0 218 1 0 1 0 6 6 1 0 8 8 8 6 8 181 8 6 6301 4 1 4 1 4 8 818 1 0 6 1 0 1 0 88 1 0 1 0 6 2 1 2 1 1 0 8 88 8 1 010 10640401 0 6 1 2 12126 1 0 106 61 0 1 0 1010101 0 1 0 8 8403681012122 7 2 7 2 7 278 8 6 886 6 18106 12181833336 8 881616166 6 1 0 1 0 6 6 1 0 1 0 66 6 6 6 6 6 6 6 6 1 2 8888 6 181818815 151522201212121818246 8 6 8 1 2 8 8 8 8 8 8 8 6 6 6 1 0 1 0 1 0 1 0 8 8 8 8 6 6 8 6 6 6 6 6 6 6 8 1 0 1 0 6 6 6 6 6 6 1 0 8 6 8 8 2 7 278 8 1 0 1 0 1 0 1 0 1 0 2 2 2 2 2 2 22221 0 8 1 0 8 1 2 8 8 8 8 ¯0 500 1,000250Feet Legend Sewer Mains by Diameter 10" and Smaller 12"- 24" 26" and Larger Sewer Main Flow Direction Manholes Site Location HSR Station Proposed 12" Sewer Main (Approx. 1,779 LF) Proposed 18" Sewer Main (Approx. 863 LF) Proposed 24" Sewer Main (Approx. 2,581 LF) City of Fresno Department of Public Utilities Sanitary Sewer Mains by Diameter 1288 81 2 6 1 0 81 2 2 4 8 126 6 12101.586 88 8 128 1 0 121 2 121 2 1 2 1 2 1 2 6 8126 6 8 1 2 1 0 1212121 0 101 2 8 812 82121 012 2810 1 212 6121 2 1 2 0.7581 2 1.2512121 2 120.7512128 1 2 8 2 4 2 4 2 4 2 4 242 4 2 4 2 412 8 8 1 2 8 6301 2 28128 1 2 61 2 1 2 12121 2 121281212128 8 12126 6 12812112812121281012881212121210128108121212121210410121212128121 2 212 10121210161681 21212 12101 2 12121 2 1 2 8 1 212 1 2 6 126 12461 2 128 8 88 1 0 1 2 1 2 1 2 6 12 1 2 1 2 121 2 1 2 6 6 8 812121 0 1 0 121 0 1 0 12126 6 81 2 1 2 8 8 8 6 4 8 2 1 0 8 122 4 2 4 2 41212120.751 0 1 0 1 0 122 84 1 2 1 2 1 2 8 1 212 1 2 1 0 88 6 6 8 681 2 128 6 6 6124 4 6 1 2 1 2 2 4 2 4 242461 2 1 2 126 6 8 128 121 2 8 4 6 8 8 8 6 1 2 1 2 1 2 1 2 1 6 6 1 2 6 6 1 2 8 6 6 6 1 2 6 8 1 0 1 2 8 6 8 1 2 8 8 6 6 4 1 2 8 1 2 6 1 2 1 2 8 1 2 1 2 8 8 1 2 8 164 8 8 1 2 3 0 8 1 2 1 2 1 2 8 6 8 1 2 8 8 8 1 2 1 2 6 8 8 1 2 1 2 1 2 8 8 1 2 1 2 8 1 2 3 0 3 0 6 6 Copyright nearmap 2015¯0 500 1,000250Feet Legend Water Mains by Diameter 6" and Smaller 8" - 12" 14" and Larger Site Location HSR Station Proposed 16" Water Main (Approx. 2,831 LF) Proposed 24" Water Main (Approx. 5,781 LF) City of Fresno Department of Public Utilities Water Mains by Diameter A S t Al y A ly Aly Aly Aly A ly A ly C S tCalaverasSt C hin a Aly E S t F S t F a g a n Aly HStB S t B r o a d w a y FresnoStG S t H S t StanislausStTuolumneSt99 A S tAlyAly Al y Aly Aly Aly Aly Aly Aly C S t C ollin s A v e E S t KernStMercedStB S t E K e a r n e y B l vd FresnoStTulareSt99 Aly FresnoStAly Aly Aly Aly Aly C hin a Aly C o n g o Aly F ult o n S t H St H o m e r u n Aly KernStKernStL S t L S t MonoStN S t O S t B r o a d w a yFresnoStG S t H S t InyoStM S t P S t TulareStTuolumneStVenturaStAly Aly Aly C hin a Aly E S t F S t F a g a n Aly F a g a n Aly F ult o n S t H S tMonoSt B r o a d w a y G S tVenturaSt 41 Q S t AlyCapitolStL S t M S t B r o a d w a y 41 4112 88 81 2 6 1 0 81 2 2 4 8 126 6 12101.586 88 8 128 1 0 121 2 121 2 1 2 1 2 1 2 6 8126 6 8 1 2 1 0 1212121 0 101 2 8 812 82121 012 2810 1 212 6121 2 1 2 0.7581 2 1.2512121 2 120.7512128 1 2 8 2 4 2 4 2 4 2 4 242 4 2 4 2 412 8 8 1 2 8 6301 2 28128 1 2 61 2 1 2 12121 2 121281212128 8 12126 6 12812112812121281012881212121210128108121212121210410121212128121 2 212 10121210161681 21212 12101 2 12121 2 1 2 8 1 212 1 2 6 126 12461 2 128 8 88 1 0 1 2 1 2 1 2 6 12 1 2 1 2 121 2 1 2 6 6 8 812121 0 1 0 121 0 1 0 12126 6 81 2 1 2 8 8 8 6 4 8 2 1 0 8 122 4 2 4 2 41212120.751 0 1 0 1 0 122 84 1 2 1 2 1 2 8 1 212 1 2 1 0 88 6 6 8 681 2 128 6 6 6124 4 6 1 2 1 2 2 4 2 4 242461 2 1 2 126 6 8 128 121 2 8 4 6 8 8 8 6 1 2 1 2 1 2 1 2 1 6 6 1 2 6 6 1 2 8 6 6 6 1 2 6 8 1 0 1 2 8 6 8 1 2 8 8 6 6 4 1 2 8 1 2 6 1 2 1 2 8 1 2 1 2 8 8 1 2 8 164 8 8 1 2 3 0 8 1 2 1 2 1 2 8 6 8 1 2 8 8 8 1 2 1 2 6 8 8 1 2 1 2 1 2 8 8 1 2 1 2 8 1 2 3 0 3 0 6 6 ¯0 500 1,000250Feet Legend Water Mains by Diameter 6" and Smaller 8" - 12" 14" and Larger Site Location HSR Station Proposed 16" Water Main (Approx. 2,831 LF) Proposed 24" Water Main (Approx. 5,781 LF) City of Fresno Department of Public Utilities Water Mains by Diameter 03. Infill‐Aerial Photos The following aerial photograph highlights CIP #3. Map 1: HD#1‐6 and structured parking at the North End of Fulton Street. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1359 Agenda Date:9/28/2023 Agenda #: 1.-U. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:MINDY CASTO, Deputy Chief Support Division SUBJECT Actions pertaining to the 2024 Selective Traffic Enforcement Program (STEP) grant 1. Authorize the Chief of Police to accept $600,000 in grant funding for the 2024 STEP grant awarded to the Fresno Police Department from the National Highway Traffic Safety Administration (NHTSA) through the California Office of Traffic Safety (OTS) 2. Authorize the Chief of Police or his designee to execute the agreement, extensions and all related documentation applicable to the 2024 STEP grant 3. ***RESOLUTION - Adopt the 16th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $450,000 for the Police Department’s STEP grant (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto). RECOMMENDATION Staff recommends that Council authorize acceptance of $600,000 in grant funding from the OTS, allowing the Chief of Police, or his designee to enter into and execute the agreement and all required documents, and adopt the 16 th Amendment to AAR No 2023-185 to appropriate $450,000 funding into the FY 2024 budget. The remaining funds will be utilized in FY 2025. Funds have been awarded for the 2024 Selective Traffic Enforcement Program grant to the Fresno Police Department’s Traffic Bureau. EXECUTIVE SUMMARY The City of Fresno has been awarded grant funds of $600,000 from the Office of Traffic Safety to undertake the Selective Traffic Enforcement Program (STEP). The grant period is from October 1, 2023, through September 30, 2024. The goal of the STEP program is to reduce the number of persons killed and injured in crashes involving alcohol, speed, distracted driving, and other primary collision factors. Grant funds will be used to fund overtime pay for officers to implement approved best practices strategies, travel expenses for staff to attend conferences and events supporting the grant goals and objectives, the purchase checkpoint supplies, and Crash Data Retrieval tools. There is no match requirement. City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 MA/AP 7-0 R. 2023-258 File #:ID 23-1359 Agenda Date:9/28/2023 Agenda #: 1.-U. BACKGROUND The OTS grant for the STEP program will pay for overtime to allow the department to employ innovative enforcement strategies to reduce the number of persons killed and injured in traffic collisions.To reduce the number of persons killed and injured in crashes involving alcohol,speed, distracted driving,and other primary collision factors,“best practice strategies”will include:Driving Under the Influence (DUI)checkpoints,DUI saturation patrols,surveillance to apprehend and hold accountable repeat drunk drivers and those on probation for DUI,warrant service operations targeting DUI violators who failed to appear in court or violate probation,stakeouts,and a “HOT Sheet”program.The program will also concentrate on speed,aggressive driving,intersection operations with disproportionate numbers of traffic crashes and special enforcement operations encouraging motorcycle safety.These strategies are designed to earn media attention,thus enhancing the overall deterrent effect.The educational component of this grant targets junior high and high school students emphasizing the importance of pedestrian safety and the dangers of impaired and distracted driving. In addition to the enforcement and educational programs,the grant funds training and supplies components.The training component will provide for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety.The supplies component will provide on-scene supplies needed to conduct sobriety checkpoints,such as traffic cones for use during high risk traffic operations (DUI checkpoints and accidents),lighting,reflective banners,flares,compliant high visibility vests;Crash Data Retrieval Tools to download the Event Data Recorder (EDR)for certain make and model vehicles to conduct road testing,road audits and measure brake efficiency and performance during crash data reconstruction investigations.. 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 accepting grant funds does not include a bid or award of a construction or service contract. 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.Expenses will be claimed and reimbursed on a quarterly basis.This funding will enable the Fresno Police Department to continue its efforts to educate the public and reduce the number of persons killed and injured in traffic collisions within the City of Fresno. Attachment: Grant Agreement 16th Annual Appropriation Resolution No. 2023-185 City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ 7/21/2023 10:13:55 AM Page 1 of 17 State of California – Office of Traffic Safety GRANT AGREEMENT GRANT NUMBER PT24074 1. GRANT TITLE Selective Traffic Enforcement Program (STEP) 2. NAME OF AGENCY 3. Grant Period Fresno From: To: 10/01/2023 09/30/2024 4. AGENCY UNIT TO ADMINISTER GRANT Fresno Police Department 5. GRANT DESCRIPTION Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving alcohol and other primary crash factors. The funded strategies may include impaired driving enforcement, enforcement operations focusing on primary crash factors, distracted driving, night-time seat belt enforcement, special enforcement operations encouraging motorcycle safety, enf orcement and public awareness in areas with a high number of bicycle and pedestrian crashes, and educational programs. These strategies are designed to earn media attention thus enhancing the overall deterrent effect. 6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $600,000.00 7. TERMS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement:  Schedule A – Problem Statement, Goals and Objectives and Method of Procedure  Schedule B – Detailed Budget Estimate and Sub-Budget Estimate (if applicable)  Schedule B-1 – Budget Narrative and Sub-Budget Narrative (if applicable)  Exhibit A – Certifications and Assurances  Exhibit B* – OTS Grant Program Manual  Exhibit C – Grant Electronic Management System (GEMS) Access *Items shown with an asterisk (*), are hereby incorporated by reference and made a part of this agreement as if attached hereto. These documents can be viewed at the OTS home web page under Grants: www.ots.ca.gov. We, the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. 8. Approval Signatures A. GRANT DIRECTOR B. AUTHORIZING OFFICIAL NAME: TITLE: EMAIL: PHONE: ADDRESS: Mark Van Wyhe Sergeant mark.vanwyhe@fresno.gov (559) 621-5054 2323 Mariposa Mall Fresno, CA 93721 NAME: TITLE: EMAIL: PHONE: ADDRESS: Anthony Dewall Lieutenant anthony.dewall@fresno.gov (559) 621-5051 2323 Mariposa Street Room 2075 Fresno, CA 93721 (Signature) (Date) (Signature) (Date) C. FISCAL OFFICIAL D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY NAME: TITLE: EMAIL: PHONE: ADDRESS: Michelle Wooten Business Manager michelle.wooten@fresno.gov (559) 621-2053 2323 Mariposa Street Room 2075 Fresno, CA 93721 NAME: TITLE: EMAIL: PHONE: ADDRESS: Barbara Rooney Director barbara.rooney@ots.ca.gov (916) 509-3030 2208 Kausen Drive, Suite 300 Elk Grove, CA 95758 (Signature) (Date) (Signature) (Date) 7/21/2023 10:13:55 AM Page 2 of 17 10. PROJECTED EXPENDITURES FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED EXPENDITURES AGREEMENT TOTAL $600,000.00 AMOUNT ENCUMBERED BY THIS DOCUMENT I CERTIFY upon my own personal knowledge that the budgeted funds for the current budget year are available for the period and purpose of the expenditure stated above. $600,000.00 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT $ 0.00 OTS ACCOUNTING OFFICER’S SIGNATURE DATE SIGNED TOTAL AMOUNT ENCUMBERED TO DATE $600,000.00 E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY 9. SAM INFORMATION NAME: Carolyn Vu SAM #: REGISTERED ADDRESS: CITY: ZIP+4: ELPGKCJ7DJK7 2600 Fresno Street Fresno 93721-3620 ADDRESS: 2208 Kausen Drive, Suite 300 Elk Grove, CA 95758 7/21/2023 10:13:55 AM Page 3 of 17 State of California – Office of Traffic Safety GRANT AGREEMENT Schedule A GRANT NUMBER PT24074 1. PROBLEM STATEMENT The city of Fresno is the 5th largest city in the state of California, with the Fresno Metropolitan area having a population estimated at 1.1 million. The city has an increased poverty level and low education rate. Fresno is a vast city covering over 120 square miles. These factors contribute to the increased number of individuals impacted by traffic related incidents and crime. Implementing principles and core elements using, "The Safe System Approach" the Fresno Police Department is dedicated to eliminating fatal and serious injury crashes. Understanding that the Responsibility is Shared at all government levels, the goal of our department is to design and utilize a system that prioritizes safety for everyone utilizing our roadways. We continue to struggle with an unprecedented number of pedestrians being killed in traffic crashes on our city streets. Pedestrian and bicycle related crashes accounted for 68% of the city's overall fatalities in 2022. Twenty-eight pedestrians and seven bicyclists lost their lives last year on our streets. Pedestrian fatalities have become an epidemic that many cities are facing across the nation, and Fresno is no exception. The Fresno Police Department will work on solutions using the principles of the Safe System Approach where deaths and serious injuries are unacceptable. Recognizing that Safety is Proactive, we will address these issues through education, enforcement, and collaboration with other city organizations to decrease or eliminate such tragic events. In 2022, fifty-one individuals tragically lost their lives in traffic related crashes within our city. An overwhelming twenty-nine, or 56% of these individuals were under the influence of alcohol, illicit drugs, or prescription medication at the time of these crashes. We continue to experience an increased number of fatal crashes in relation to our city's population. Five of our fatal crashes involved an at fault driver who was under the influence of alcohol, drugs, or a combination of both. All these collisions were preventable, and our department is dedicated to eliminating DUI fatalities. The prosecution of drivers involved in impaired driving, injury and fatal crashes has become increasingly challenging due to ever changing laws and state policies. The Fresno Police Department will continue our commitment through vigorous investigation, the use of technology and highly trained officers to bring these individuals to justice. We will ensure the prosecution of impaired drivers, by continuing to work closely with the Fresno County District Attorney’s Office and The Fresno County Probation Department. The Fresno Police Department will continue our warrant service operations and compliance checks to ensure that DUI offenders are held accountable in efforts to reduce recidivism rates. Our city has seen a significant increase in organized illegal street racing and sideshows. This behavior is extremely dangerous, and often our roadways are taken over by participants impeding traffic and allowing vehicles to operate in a reckless manner endangering innocent lives. Our city was tragically reminded of the dangers of illegal street racing when four people were killed in a traffic crash as result of illegal street racing in 2021. Our longtime partnership with the California Office of Traffic Safety has helped with developing and implementing strategies that have undoubtedly saved countless lives. We will continue this momentum utilizing OTS funds for education and enforcement. These efforts will include, but not limited to, DUI saturation patrols, DUI checkpoints, pedestrian/bicycle safety and traffic enforcement/safety operations. 2. PERFORMANCE MEASURES A. Goals: 1. Reduce the number of persons killed in traffic crashes. 2. Reduce the number of persons injured in traffic crashes. 3. Reduce the number of pedestrians killed in traffic crashes. 4. Reduce the number of pedestrians injured in traffic crashes. 5. Reduce the number of bicyclists killed in traffic crashes. 6. Reduce the number of bicyclists injured in traffic crashes. 7. Reduce the number of persons killed in alcohol-involved crashes. 8. Reduce the number of persons injured in alcohol-involved crashes. 7/21/2023 10:13:55 AM Page 4 of 17 9. Reduce the number of persons killed in drug-involved crashes. 10. Reduce the number of persons injured in drug-involved crashes. 11. Reduce the number of persons killed in alcohol/drug combo-involved crashes. 12. Reduce the number of persons injured in alcohol/drug combo-involved crashes. 13. Reduce the number of motorcyclists killed in traffic crashes. 14. Reduce the number of motorcyclists injured in traffic crashes. 15. Reduce hit & run fatal crashes. 16. Reduce hit & run injury crashes. 17. Reduce nighttime (2100 - 0259 hours) fatal crashes. 18. Reduce nighttime (2100 - 0259 hours) injury crashes. B. Objectives: Target Number 1. Issue a press release announcing the kick-off of the grant by November 15. The kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at pio@ots.ca.gov, and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release. 1 2. Participate and report data (as required) in the following campaigns; Quarter 1: National Walk to School Day, National Teen Driver Safety Week, NHTSA Winter Mobilization; Quarter 3: National Distracted Driving Awareness Month, National Motorcycle Safety Month, National Bicycle Safety Month, National Click it or Ticket Mobilization; Quarter 4: NHTSA Summer Mobilization, National Child Passenger Safety Week, and California's Pedestrian Safety Month. 10 3. Develop (by December 31) and/or maintain a “DUI BOLO” program to notify patrol and traffic officers to be on the lookout for identified repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. Updated DUI BOLOs should be distributed to patrol and traffic officers monthly. 12 4. Send law enforcement personnel to the NHTSA Standardized Field Sobriety Testing (SFST) (minimum 16 hours) POST-certified training. 2 5. Send law enforcement personnel to the NHTSA Advanced Roadside Impaired Driving Enforcement (ARIDE) 16 hour POST-certified training. 2 6. Send law enforcement personnel to the Drug Recognition Expert (DRE) training. 1 7. Send law enforcement personnel to the DRE Recertification training. 1 8. Conduct DUI/DL Checkpoints. A minimum of 1 checkpoint should be conducted during the NHTSA Winter Mobilization and 1 during the Summer Mobilization. To enhance the overall deterrent effect and promote high visibility, it is recommended the grantee issue an advance press release and conduct social media activity for each checkpoint. For combination DUI/DL checkpoints, departments should issue press releases that mention DL's will be checked at the DUI/DL checkpoint. Signs for DUI/DL checkpoints should read "DUI/Driver's License Checkpoint Ahead." OTS does not fund or support independent DL checkpoints. Only on an exception basis and with OTS pre-approval will OTS fund checkpoints that begin prior to 1800 hours. When possible, DUI/DL Checkpoint screeners should be DRE- or ARIDE-trained. 10 9. Conduct DUI Saturation Patrol operation(s). 15 10. Conduct Warrant Service operation(s) targeting multiple DUI offenders who fail to appear in court. 12 11. Conduct Stakeout operation(s) that employ police officers to observe the "worst of the worst" repeat DUI offender probationers with suspended or revoked driver licenses. 5 12. Conduct Traffic Enforcement operation(s), including but not limited to, primary crash factor violations. 7 13. Conduct highly publicized Distracted Driving enforcement operation(s) targeting drivers using hand held cell phones and texting. 1 14. Conduct highly publicized Motorcycle Safety enforcement operation(s) in areas or during events with a high number of motorcycle incidents or crashes resulting from unsafe speed, DUI, following too closely, unsafe lane changes, improper turning, and other primary crash factor violations by motorcyclists and other drivers. 2 7/21/2023 10:13:55 AM Page 5 of 17 15. Conduct highly publicized pedestrian and/or bicycle enforcement operation(s) in areas or during events with a high number of pedestrian and/or bicycle crashes resulting from violations made by pedestrians, bicyclists, and drivers. 6 16. Conduct Traffic Safety educational presentation(s) with an effort to reach community members. Note: Presentation(s) may include topics such as distracted driving, DUI, speed, bicycle and pedestrian safety, seat belts and child passenger safety. 2 3. METHOD OF PROCEDURE A. Phase 1 – Program Preparation (1st Quarter of Grant Year)  The department will develop operational plans to implement the “best practice” strategies outlined in the objectives section.  All training needed to implement the program should be conducted in the first quarter.  All grant related purchases needed to implement the program should be made in the first quarter.  In order to develop/maintain the “DUI BOLOs,” research will be conducted to identify the “worst of the worst” repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. The DUI BOLO may include the driver’s name, last known address, DOB, description, current license status, and the number of times suspended or revoked for DUI. DUI BOLOs should be updated and distributed to traffic and patrol officers at least monthly.  Implementation of the STEP grant activities will be accomplished by deploying personnel at high crash locations. Media Requirements Issue a press release approved by the OTS PIO announcing the kick-off of the grant by November 15, but no sooner than October 1. The kick-off release must be approved by the OTS PIO and only distributed after the grant is fully signed and executed. If you are unable to meet the November 15 deadline to issue a kick-off press release, communicate reasons to your OTS coordinator and OTS PIO. B. Phase 2 – Program Operations (Throughout Grant Year)  The department will work to create media opportunities throughout the grant period to call attention to the innovative program strategies and outcomes. Media Requirements The following requirements are for all grant-related activities:  Send all media advisories, alerts, videos, graphics, artwork, posters, radio/PSA/video scripts, storyboards, digital and/or print educational materials for grant-related activities to the OTS PIO at pio@ots.ca.gov for approval and copy your OTS coordinator. Optimum lead time would be 7 days before the scheduled release but at least 3 business days prior to the scheduled release date for review and approval is appreciated.  The OTS PIO is responsible for the approval of the design and content of materials. The agency understands OTS PIO approval is not authorizing approval of budget expenditure or cost. Any cost approvals must come from the Coordinator.  Pre-approval is not required when using any OTS-supplied template for media advisories, press releases, social media graphics, videos or posts, or any other OTS-supplied educational material. However, copy the OTS PIO at pio@ots.ca.gov and your OTS coordinator when any material is distributed to the media and public, such as a press release, educational material, or link to social media post. The OTS-supplied kick-off press release templates and any kickoff press releases are an exception to this policy and require prior approval before distribution to the media and public.  If an OTS-supplied template, educational material, social media graphic, post or video is substantially changed, the changes shall be sent to the OTS PIO at pio@ots.ca.gov for approval and copy to your OTS Coordinator. Optimum lead time would be 7 days prior to the scheduled release date, but at least 3 business days prior to the scheduled release date for review and approval is appreciated.  Press releases, social media posts and alerts on platforms such as NextDoor and Nixle reporting immediate and time-sensitive grant activities (e.g. enforcement operations, day of event highlights or announcements, event invites) are exempt from the OTS PIO approval process. The OTS PIO and your Coordinator should still be notified when the grant-related activity is 7/21/2023 10:13:55 AM Page 6 of 17 happening (e.g. car seat checks, bicycle rodeos, community presentations, DUI checkpoints, etc.).  Enforcement activities such as warrant and probation sweeps, court stings, etc. that are embargoed or could impact operations by publicizing in advance are exempt from the PIO approval process. However, announcements and results of activities should still be copied to the OTS PIO at pio@ots.ca.gov and your Coordinator with embargoed date and time or with “INTERNAL ONLY: DO NOT RELEASE” message in subject line of email.  Any earned or paid media campaigns for TV, radio, digital or social media that are part of a specific grant objective, using OTS grant funds, or designed and developed using contractual services by a subgrantee, requires prior approval. Please send to the OTS PIO at pio@ots.ca.gov for approval and copy your grant coordinator at least 3 business days prior to the scheduled release date.  Social media posts highlighting state or national traffic safety campaigns (Distracted Driving Month, Motorcycle Safety Awareness Month, etc.), enforcement operations (DUI checkpoints, etc.), or any other grant-related activity such as Bicycle rodeos, presentations, or events, are highly encouraged but do not require prior approval.  Submit a draft or rough-cut of all digital, printed, recorded or video material (brochures, posters, scripts, artwork, trailer graphics, digital graphics, social posts connected to an earned or paid media campaign grant objective) to the OTS PIO at pio@ots.ca.gov and copy your OTS Coordinator for approval prior to the production or duplication.  Use the following standard language in all press, media, and printed materials, space permitting: Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration.  Space permitting, include the OTS logo on all grant-funded print materials, graphics and paid or earned social media campaign grant objective; consult your OTS Coordinator for specifics, format-appropriate logos, or if space does not permit the use of the OTS logo.  Email the OTS PIO at pio@ots.ca.gov and copy your OTS Coordinator at least 21 days in advance, or when first confirmed, a short description of any significant grant-related traffic safety event or program, particularly events that are highly publicized beforehand with anticipated media coverage so OTS has sufficient notice to arrange for attendance and/or participation in the event. If unable to attend, email the OTS PIO and coordinator brief highlights and/or results, including any media coverage (broadcast, digital, print) of event within 7 days following significant grant- related event or program. Media and program highlights are to be reflected in QPRs.  Any press releases, work plans, scripts, storyboards, artwork, graphics, videos or any educational or informational materials that received PIO approval in a prior grant year needs to be resubmitted for approval in the current grant year.  Contact the OTS PIO or your OTS Coordinator for consultation when changes from any of the above requirements might be warranted. C. Phase 3 – Data Collection & Reporting (Throughout Grant Year) 1. Prepare and submit grant claim invoices (due January 30, April 30, July 30, and October 30) 2. Prepare and submit Quarterly Performance Reports (QPR) (due January 30, April 30, July 30, and October 30)  Collect and report quarterly, appropriate data that supports the progress of goals and objectives.  Provide a brief list of activity conducted, procurement of grant-funded items, and significant media activities. Include status of grant-funded personnel, status of contracts, challenges, or special accomplishments.  Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities.  Collect, analyze and report statistical data relating to the grant goals and objectives. 4. METHOD OF EVALUATION Using the data compiled during the grant, the Grant Director will complete the “Final Evaluation” section in the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief s ummary of the grant’s accomplishments, challenges and significant activities. This narrative should also include whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed. 5. ADMINISTRATIVE SUPPORT 7/21/2023 10:13:55 AM Page 7 of 17 This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion. 7/21/2023 10:13:55 AM Page 8 of 17 State of California – Office of Traffic Safety GRANT AGREEMENT Schedule B GRANT NUMBER PT24074 FUND NUMBER CATALOG NUMBER (CFDA) FUND DESCRIPTION TOTAL AMOUNT 164AL-24 20.608 Minimum Penalties for Repeat Offenders for Driving While Intoxicated $415,000.00 402PT-24 20.600 State and Community Highway Safety $185,000.00 COST CATEGORY FUND NUMBER UNIT COST OR RATE UNITS TOTAL COST TO GRANT A. PERSONNEL COSTS Straight Time $0.00 Overtime DUI/DL Checkpoints 164AL-24 $10,400.00 10 $104,000.00 DUI Saturation Patrols 164AL-24 $10,215.00 15 $153,225.00 Traffic Enforcement 402PT-24 $9,040.00 7 $63,280.00 Warrant Service Operations 164AL-24 $9,040.00 12 $108,480.00 Stakeouts 164AL-24 $9,040.00 5 $45,200.00 Distracted Driving 402PT-24 $9,040.00 1 $9,040.00 Motorcycle Safety 402PT-24 $9,040.00 2 $18,080.00 Pedestrian and Bicycle Enforcement 402PT-24 $9,040.00 6 $54,240.00 Category Sub-Total $555,545.00 B. TRAVEL EXPENSES In State Travel 402PT-24 $3,350.00 1 $3,350.00 Out-of-State Travel 402PT-24 $5,000.00 1 $5,000.00 Category Sub-Total $8,350.00 C. CONTRACTUAL SERVICES $0.00 Category Sub-Total $0.00 D. EQUIPMENT $0.00 Category Sub-Total $0.00 E. OTHER DIRECT COSTS Lidar Device 402PT-24 $2,134.00 15 $32,010.00 DUI Checkpoint Supplies 164AL-24 $4,095.00 1 $4,095.00 Category Sub-Total $36,105.00 F. INDIRECT COSTS $0.00 Category Sub-Total $0.00 GRANT TOTAL $600,000.00 7/21/2023 10:13:55 AM Page 9 of 17 State of California – Office of Traffic Safety GRANT AGREEMENT Schedule B-1 GRANT NUMBER PT24074 BUDGET NARRATIVE PERSONNEL COSTS DUI/DL Checkpoints - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. DUI Saturation Patrols - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Traffic Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Warrant Service Operations - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Stakeouts - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Distracted Driving - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Motorcycle Safety - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Pedestrian and Bicycle Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. TRAVEL EXPENSES In State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Local mileage for grant activities and meetings is included. Anticipated travel may include (enter other known conferences or required events). All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees are paid with OTS grant funds. Out-of-State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Anticipated travel may include (enter other known conferences or required events). All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees ar e paid with OTS grant funds. CONTRACTUAL SERVICES - EQUIPMENT - OTHER DIRECT COSTS Lidar Device - Light detection and ranging device used to measure the speed of motor vehicles. This device will be used for speed enforcement. Costs may include lidar devices, batteries, tax, and shipping. Includes sales tax DUI Checkpoint Supplies - On-scene supplies needed to conduct sobriety checkpoints. Costs may include 28" traffic cones, MUTCD compliant traffic signs, MUTCD compliant high visibility vests (maximum of 10), traffic counters (maximum of 2), generator, gas for generators, lighting, r eflective banners, electronic flares, PAS Device/Calibration Supplies, heater, propane for heaters, fan, anti-fatigue mats, and canopies. Additional items may be purchased if approved by OTS. The cost of food and beverages will not be reimbursed. Each item must have a unit cost of less than $5,000 (including tax and shipping). Misc. DUI Checkpoint supplies INDIRECT COSTS - STATEMENTS/DISCLAIMERS 7/21/2023 10:13:55 AM Page 10 of 17 There will be no program income generated from this grant. Nothing in this “agreement” shall be interpreted as a requirement, formal or informal, that a particular law enforcement officer issue a specified or predetermined number of citations in pursuance of the goals and objectives here under. 7/21/2023 10:13:55 AM Page 11 of 17 State of California – Office of Traffic Safety GRANT AGREEMENT Exhibit A GRANT NUMBER PT24074 Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 or Section 1906, Public Law 109-59, as amended by Section 25024, Public Law 117-58) The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies, and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following: GENERAL REQUIREMENTS The State will comply with applicable statutes and regulations, including but not limited to:  23 U.S.C. Chapter 4—Highway Safety Act of 1966, as amended;  Sec. 1906, Public Law 109-59, as amended by Sec. 25024, Public Law 117-58;  23 CFR part 1300—Uniform Procedures for State Highway Safety Grant Programs;  2 CFR part 200—Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards;  2 CFR part 1201—Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. NONDISCRIMINATION (applies to all subrecipients as well as States) The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to nondiscrimination (“Federal Nondiscrimination Authorities”). These include but are not limited to:  Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);  49 CFR part 21 (entitled Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);  28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964);  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);  Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex);  Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR part 27;  The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age);  The Civil Rights Restoration Act of 1987, (Pub. L. 100-209), (broadens scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federally- funded or not);  Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR parts 37 and 38;  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations (preventing discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);  Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP));  Executive Order 13985, Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and  Executive Order 13988, Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation). 7/21/2023 10:13:55 AM Page 12 of 17 The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and “Regula tions,” respectively. GENERAL ASSURANCES In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary t o ensure that: “No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal financial assistance from DOT, including NHTSA.” The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rig hts Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. SPECIFIC ASSURANCES More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program: 1. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in 49 CFR part 21 will be (with regard to an “activity”) facilitated, or will be (with regard to a “facility”) operated, or will be (with regard to a “program”) conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: “The [name of Recipient], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.” 3. The Recipient will insert the clauses of appendix A and E of this Assurance (also referred in every contract or agreement subject to the Acts and the Regulations. 4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient. 5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. 6. That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. 7/21/2023 10:13:55 AM Page 13 of 17 By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub -recipients, sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigation s conducted by NHTSA. You must keep records, reports, and submit the material for review upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub -recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient. THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103) The Subgrantee will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. The grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation, and employee assistance programs; 4. The penalties that may be imposed upon employees for drug violations occurring in the workplace; 5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a); c. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will— 1. Abide by the terms of the statement; 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; d. Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction; e. Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted— 1. Taking appropriate personnel action against such an employee, up to and including termination; 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; f. Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above. POLITICAL ACTIVITY (HATCH ACT) (applies to all subrecipients as well as States) The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. CERTIFICATION REGARDING FEDERAL LOBBYING (applies to all subrecipients as well as States) CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS 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 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 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; 7/21/2023 10:13:55 AM Page 14 of 17 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; 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grant, 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 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. RESTRICTION ON STATE LOBBYING (applies to subrecipients as well as States) None of the funds under this program will be used for any activity specifically designed to urge or influence a State or loca l legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (applies to all subrecipients as well as States) INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES) 1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment. 4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. 6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 8. A participant in a covered transaction may rely upon a certification of a prospective part icipant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or 7/21/2023 10:13:55 AM Page 15 of 17 otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/). 9. 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 clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate the transaction for cause or default. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS— PRIMARY TIER COVERED TRANSACTIONS 1. The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not 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 antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal. INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred , or 7/21/2023 10:13:55 AM Page 16 of 17 otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website ( https://www.sam.gov/). 8. 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 clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION — LOWER TIER COVERED TRANSACTIONS 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. BUY AMERICA (applies to subrecipients as well as States) The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials wil l increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secr etary of Transportation. CERTIFICATION ON CONFLICT OF INTEREST (applies to subrecipients as well as States) GENERAL REQUIREMENTS No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any suc h subaward. Such a financial or personal 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 personal interest in or a tangible personal benefit from an entity considered for a subaward. Based on this policy: 1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents. a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts. b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations. 2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct. 7/21/2023 10:13:55 AM Page 17 of 17 DISCLOSURE REQUIREMENTS No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities. Based on this policy: 1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict. 2. NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict. 3. Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the in terests of a regulated or affected organization. PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States) The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists. POLICY ON SEAT BELT USE In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references. POLICY ON BANNING TEXT MESSAGING WHILE DRIVING In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving comp any- owned or rented vehicles, Government-owned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving. Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 16th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2023-185 TO APPROPRIATE $450,000 FOR THE POLICE DEPARTMENT’S STEP GRANT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2023-185 be and is hereby amended as follows: Increase/(Decrease) TO: POLICE DEPARTMENT Misc State Grants - Police $ 450,000 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- $ 450,000 Project String: 159900071-REVENUE - - Total Revenues $ 450,000 Appropriations: Account String: 2070-2071-9995-000-651301-15-2-0000-0000- $ 405,500 Project String: 159900071-PERS 2070-2071-9995-000-655801-15-2-0000-0000- 8,400 Project String: 159900071-TRAINING 2070-2071-9995-000-656101-15-2-0000-0000- 36,100 Project String: 159900071-SUPPLIES Total Appropriations $ 450,000 THAT the purpose is to appropriate $450,000 to fund overtime to pay for officers to implement approved best practices strategies to reduce the number of persons killed and injured in crashes involving alcohol, speed, distracted driving, as well as other primary collision factors. The grant also funds training and supply components. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1367 Agenda Date:9/28/2023 Agenda #: 1.-V. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:MINDY CASTO, Deputy Chief Police Department, Support Division SUBJECT Actions pertaining to the Fresno Police Department Student Resource Officer (SRO) program. 1. Authorize the Chief of Police to enter into an agreement with Fresno County Superintendent of Schools (FCSS) to provide one Police Officer (Student Resource Officer) at .95 FTE, one sergeant at .15 FTE, one patrol vehicle lease cost, and administrative fees totaling $213,609 for one year, the officer will be housed at Violet Heintz Educational Academy. 2. ***RESOLUTION - Adopt the 13th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $190,800 to fund one (1) FTE Police Officer (Student Resource Officer) for the FCSS contract, one patrol vehicle lease cost, and administrative fees. (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) 3. ***RESOLUTION - Adopt the 3rd Amendment to Position Authorization Resolution (PAR) No. 2023-184,adding one FTE Police Officer position to the Fresno Police Department, assigned to the Violet Heintz Educational Academy. (Subject to Mayor's Veto) RECOMMENDATION Staff recommends that Council authorize and approve an agreement with the FCSS for the Fresno Police Department to provide one full time Police Officer position, to be assigned as a Student Resource Officer (SRO) at the Violet Heintz Educational Academy. Staff recommends that Council adopt the 13th Amendment to the AAR No. 2023-185 to appropriate the cost for adding one Police Officer, one patrol vehicle, and administrative costs for the Fresno County Superintendent of Schools (FCSS) Agreement, retroactively effective August 15, 2023. Finally, staff recommends the Council’s adoption of the 3rd Amendment to (PAR) No. 2023-184, adding one full time Police Officer (SRO) position to the Fresno Police Department, effective September 28, 2023. EXECUTIVE SUMMARY Council approval is being sought to authorize the City of Fresno Chief of Police, or designee, to execute an agreement with FCSS to allow the police department to obtain reimbursement for one Police Officer and one Sergeant assigned to the district high school as SROs. The terms of the contract reimburse 95% of the Police Officer’s and 15% of the Sergeant’s wages. Assigned vehicles are reimbursed at 100%. The total amount to be reimbursed by the Superintendent of Schools would City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0. MK ABSENT There was a correction to the 13th AAR: The amount on the staff report and title of the agenda is $190,800, however, The amount is incorrect and should be in the amount of $192,400 and not $190,800. R. 2023-259, R. 2023-260. APPROVED ON CONSENT File #:ID 23-1367 Agenda Date:9/28/2023 Agenda #: 1.-V. are reimbursed at 100%.The total amount to be reimbursed by the Superintendent of Schools would be $213,609. Upon approval of this agreement and when factoring in a recent contract with the Fresno Unified School District,this Sergeant’s position would be 65%funded.It is our plan to have the remaining 35%of this Sergeant position covered when our current contract with the Central Unified School District re-opens in July 2024.Additionally,with this agreement,one additional Police Officer position is needed to fulfill the requirements of the contract.The PAR adjustment is only to add one full time Police Officer position. The above proposal and PAR Amendment would ensure that the Police Department has the staffing to appropriately fulfill the requirements of the contracts without negatively impacting the daily service requirements of the residents of Fresno. BACKGROUND For more than 20 years,the Fresno Police Department has closely worked with various school districts throughout the city.These relationships have proven that students can build trust and relationships with law enforcement officials,where officers participate in mentoring,counseling,and restorative justice practices at school sites.The SRO Unit has quickly become integral to the day-to- day operations of our educational system. Pre-pandemic,FCSS had an SRO assigned to the Violet Heintz Educational Academy.Due to school site closures during the pandemic,FCSS decided not to continue the contract.As students have returned to in-person instruction,FCSS wishes to reinstitute an SRO at their school site.The success of the SRO Unit has led to an expansion into the Sanger Unified School District and Central Unified School District. The SRO Unit will soon cover 4 of the 5 school districts in the City of Fresno.The SROs engage with students and staff all year long and have worked hand in hand with administrators to create various programs such as the First Responder Camp,HERo Camps,and Youth Advisory Board,to name a few. These programs directly benefit the students. This contract follows negotiations where both FCSS and the City of Fresno have mutually agreed upon a contract that will allow for the addition of one full time Police Officer position assigned as an SRO to the Violet Heintz Educational Academy.The Police Officer's primary functions are to provide student and staff security at the school site and build trust and partnerships with the students,staff, and their families.The PAR adjustment is only to add one full time Police Officer position.If approved,the Fresno Police Department would expand the success of the SRO Unit into 4 of the 5 of the City’s school districts.This agreement would expand the SRO Unit to 34 school sites,with 33 SROs covering the sites. Due to the expansion,it was necessary to assign an existing Sergeant to help supervise the SROs. Through an addendum to an existing contract,Fresno Unified School District agreed to fund 50 percent of an existing Sergeant position to help with supervision over the SRO Unit.This contract with FCSS would contribute 15 percent to this Sergeant position’s salary.This contract represents the City of Fresno's best interests and the best interests of the high school's students and staff being City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1367 Agenda Date:9/28/2023 Agenda #: 1.-V. served. There is no requirement to meet and confer with bargaining units over this PAR amendment as this is only increasing the number of employees in existing classifications. The City Attorney's Office has reviewed and approved the proposed 3rd Amendment to PAR No. 2023-184 and the attached agreements. 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 applicable because this contract does not involve competitive bidding. FISCAL IMPACT There is minimal fiscal impact on the department as the Fresno County Superintendent of Schools will reimburse the department for personnel and vehicles assigned to the school site. The total agreed reimbursement from FCSS would be $213,609.This includes 95%($170,550)of the Police Officer’s salary.The City of Fresno would be responsible for covering the remaining 5% ($8,976).FCSS also pays for 15%($31,909)of the Sergeant’s salary,one vehicle lease and maintenance ($10,800),and an administrative fee ($350).The PAR adjustment is only for the Police Officer position, not the additional Sergeant. Upon approval of this agreement and when factoring in a recent contract with the Fresno Unified School District,this Sergeant’s position would be 65%funded.It is our plan to have the remaining 35%of this position covered when our current contract with the Central Unified School District re- opens in July 2024. Attachments: FCSS Agreement August 2023 13th Amendment to the Annual Appropriation Resolution (AAR)No. 2023-185 3rd Amendment to PAR No. 2023-184 City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 13th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2023-185 TO APPROPRIATE $192,400 TO FUND ONE (1) FTE POLICE OFFICER (STUDENT RESOURCE OFFICER) FOR THE FRESNO COUNTY SUPERINTENDENT OF SCHOOLS (FCSS) CONTRACT, ONE PATROL VEHICLE LEASE COST, AND ADMINISTRATIVE FEES BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2023-185 be and is hereby amended as follows: Increase/(Decrease) TO: POLICE DEPARTMENT General Fund $ 192,400 THAT account titles and numbers requiring adjustment by this Resolution are as follows: General Fund Revenues: Account String: 1000-1001-1530-270-433810-15-2-0000-0000- $ 192,400 Total Revenues $ 192,400 Appropriations: Account String: 1000-1001-1530-270-651101-15-2-0000-0000- $ 111,900 1000-1001-1530-270-651102-15-2-0000-0000- 3,100 1000-1001-1530-270-651104-15-2-0000-0000- 12,000 1000-1001-1530-270-651106-15-2-0000-0000- 24,400 1000-1001-1530-270-651401-15-2-0000-0000- 10,100 1000-1001-1530-270-652301-15-2-0000-0000- 9,300 1000-1001-1530-270-652601-15-2-0000-0000- 10,400 1000-1001-1530-270-656107-15-2-0000-0000- 400 1000-1001-1530-270-859323-15-2-0000-0000- 10,800 Total Appropriations $ 192,400 2 of 2 THAT the purpose is to appropriate $192,400 to salary and fringe to pay for one (1) FTE (.95 FTE FCSS and .05 FTE General Fund) of a police officer, one patrol vehicle and administrative fees to provide regular duty law enforcement services in campus environments, seek opportunities to engage in positive interactions and build relationships with students, participate in informational sessions with students, parents/guardians and staff regarding roles and expectations of SROs; and collaboratively with Fresno County Superintendent of Schools (FCSS) develop and implement measures to track and monitor effectiveness of SRO services. SRO services will be provided to Violet Heintz Educational Academy. 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 23-1385 Agenda Date:9/28/2023 Agenda #: 1.-W. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:ROB BECKWITH, Captain Police Department SUBJECT Approve an agreement with the County of Fresno for the purpose of processing Fresno Police Department Arrestees at the Fresno County Jail at a rate of $33.55 per prisoner. RECOMMENDATION Staff recommends that Council approve an agreement with the County of Fresno to process prisoners at the Fresno County Jail on an as-need basis at a rate of $33.55 per prisoner, and authorize the Chief of Police, or their designee, to execute the agreement. EXECUTIVE SUMMARY The Fresno Police Department is required by Penal Code Section 13150 to report arrestee’s personal identification data, arrest data and fingerprints to the California Department of Justice. The department also photographs the arrestee and shares those photos with law enforcement agencies in Fresno County for the purpose of effective law enforcement. The department completes prisoner processing (photographs, fingerprinting and data collection) and provides this information to the Fresno County Jail prior to delivering the arrestee to the jail for booking. In circumstances when the Police Department is unable to complete prisoner processing, the Fresno County Sheriff’s Department will complete the processing and report the information to the California Department of Justice for the fee of $33.55 per prisoner. This fee is set annually by the County Master Fee Schedule and represents a $1.58 (5%) increase. This agreement shall become effective on the 1st day of July, 2023 and terminate on the 30th day of June, 2028. BACKGROUND In 2009 the Fresno Police Department entered into an agreement to have the Fresno County Sheriff’s Department process their prisoners on an as needed basis. This was done for numerous reasons, to include prisoners who were too combative to process at our facility, lack of staffing, or when the facility was unavailable due to construction. City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1385 Agenda Date:9/28/2023 Agenda #: 1.-W. ENVIRONMENTAL FINDINGS This is not a “project” for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference is not applicable as this is an agreement with another governmental agency, FISCAL IMPACT The cost to the City of Fresno would be $33.55 per prisoner processed.In FY 21 this cost was billed at $202,517 (covering 8/2020 through 5/2021),in FY 22 the cost was billed at $22,022 (covering 7/2021 through 5/2022).In FY 23 the cost was billed at $17,092 (covering 7/2022 through 4/2023). The cost jumped significantly in FY 21 due to the COVID pandemic which stopped our ability to process prisoners in our police facility.The Police Department has resumed processing prisoners in its own facility on March 1, 2021. The Police Department will utilize revenue in their existing operating budget designated for the required prisoner processing. No additional General Fund Revenue will be requested. Attachments: Uniquely Qualified Memorandum Proposed Agreement City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1381 Agenda Date:9/28/2023 Agenda #: 1.-X. REPORT TO THE CITY COUNCIL FROM:GEORGEANNE A. WHITE, City Manager Office of the Mayor & City Manager TJ MILLER, Interim Director Personnel Services Department BY:SANTINO DANISI, Controller Finance Department BRIAN BARR, Director General Services Department SCOTT MOZIER, Director Public Works Department GREGORY BARFIELD, Interim Director Transportation Department SUBJECT Actions pertaining to the FY24 Position Authorization Resolution No. 2023-184: 1: ***RESOLUTION - Adopt the 4 th Amendment to Position Authorization Resolution (PAR) No. 2023- 184, adding two (2) full-time positions in the Finance Department, two (2) full-time positions in the General Services Department, three (3) full-time positions in the Public Works Department, and three (3) full-time positions in the Transportation Department. (Subject to Mayor’s Veto). RECOMMENDATION Staff recommends that Council authorize the adoption of the 4 th Amendment to Position Authorization Resolution (PAR) No. 2023-184 adding a total of ten (10) full-time positions; two (2) to the Finance Department; two (2) to the General Services Department, three (3) to the Public Works Department; and three (3) to the Transportation Department. EXECUTIVE SUMMARY The proposed amendment will add ten (10) full-time positions citywide to improve service delivery and project delivery throughout the City. BACKGROUND City of Fresno Printed on 10/3/2023Page 1 of 5 powered by Legistar™ 9/28/2023 TM/MA 6-0 LC ABSENT R. 2023-261. APPROVED AS AMENDED. DIDN'T APPROVE PUBLIC WORKS DEPARTMENT PORTION OF THE PAR. PUBLIC WORKS PORTION REMOVED AND CONTINUED TO 10/19/2023. File #:ID 23-1381 Agenda Date:9/28/2023 Agenda #: 1.-X. During the FY24 Budget build,departments were asked to be conservative in their requests for new positions in order to maintain a steady approach to staffing growth and balance available resources to the most important needs.As the City is currently three months into the new fiscal year,Finance, General Services,Public Works,and Transportation Department staff have identified the necessity for the additional personnel in order to adequately administer and manage the current and future needs. Finance Department The Finance Department is requesting the approval of two (2)additional positions.These additions are recommended to strengthen and restructure the Accounting Division.Currently,the department is constrained by key person dependency,lacking the ability to cross train and equip staff with varied skills to support their development.This is essential to developing a high-functioning accounting team.In addition to addressing these challenges,the restructuring will sharpen focus on key accounting functions,create appropriate division of duties,strengthen internal controls and procedures,and provide enhanced service and training for customers.Other goals for the division will be increased efficiency,enhanced support for end users of the financial system and intentionally building skill redundancy amongst staff. ·One (1)Division Manager will oversee the Accounting team comprised of Accounts Payable,Accounts Receivable,Banking and Cash Management,and General Ledger Support sections.The Division Manager will have supervisory oversight of each of the aforementioned sections and will be responsible for implementing cross-training and building an overlapping skill plan for the team.The manager will be responsible for critical areas of work such as the development and completion of the City’s Annual Comprehensive Financial Report (ACFR),annual 1099 processing,and completing various reports for the State Controller’s Office.The manager will develop Key Performance Indicators (KPI)for the Accounting division to assess and monitor performance.This will include comparative analysis and benchmarking KPI’s to industry standards.Lastly,the manager will develop a work plan to ensure all accounting procedures performed by the team have appropriate controls and documentation. ·One (1)Principal Accountant will oversee the Accounts Receivable team.This newly formed section will have responsibility of accounting for all deposits and incoming revenue sources to ensure accurate and timely processing.The Principal Accountant will oversee and supervise a Real Estate Finance Specialist and Senior Administrative Clerk.Together the team will work with third party agencies to collect aging debt.The team will also work closely with the City Attorney’s Office to ensure all loans are being tracked for compliance and monitored properly.The team will be responsible for training and supporting end-users throughout various departments on the proper procedures for recording deposits within the financial system. The recommended action will be accommodated by salary savings in the current Fiscal Year 2024 PERS appropriations in the Finance Department. City of Fresno Printed on 10/3/2023Page 2 of 5 powered by Legistar™ File #:ID 23-1381 Agenda Date:9/28/2023 Agenda #: 1.-X. General Services Department The General Services Department’s Fleet Management Division is responsible for maintaining approximately 2,600 active vehicles and equipment for the City of Fresno.This includes vehicle acquisitions,whole life maintenance,fueling,and end of life disposal.Fleet management serves the city departments by providing reliable like new transportation to support their needs and service responsibilities.This is done by scheduling and performing preventative maintenance,making repairs when needed,and replacing equipment in a timely manner.To accomplish this goal,Fleet management needs support in acquisitions management and welding. ·One (1)Senior Management Analyst (Fleet Acquisitions):The addition of one full-time position of Senior Management Analyst will be responsible for the administration and interpretation of the upcoming Advanced Clean Fleet CARB regulation effective January 1, 2024.The new regulation was presented by General Services Department to Council in a workshop on May 25,2023.These new regulations significantly alter the way the Fleet department will conduct business and require dedicated resources over the next ten plus years to ensure compliance.The Senior Management Analyst’s duties include the implementation of the CARB Advanced Clean Fleet zero emission vehicle mandate adopted on April 28,2023,affecting 620 vehicles in the municipal fleet.Due to the late timing of the new regulation,this resource was not able to be considered in the FY24 budget submission. The full-time position will also analyze new zero emission vehicles technologies for reliable adoption in the city fleet,lead zero emission vehicle compliance regulation reporting,and ensure compliance with all applicable portions of the regulation.Additionally,the Senior Management Analyst will oversee the Fleet Acquisitions unit and assist with creating solutions in acquiring vehicles required by various internal City departments.This one full time position of Senior Management Analyst will be funded utilizing unanticipated FY2023 carryover from Fleet Management operations. ·One (1)Combination Welder (Fleet Management):The addition of one full-time position of Combination Welder will be responsible for welding and fabricating items for new vehicles.The workload of the welding shop has increased significantly over the past few years due to the volume of vehicles being added to the fleet,as well as the aging status of many of the vehicles still in service.Additionally,the Combination Welder will fabricate and repair parts for the refuse truck and claw loader fleet,to keep them in good working order.This one full time position of Combination Welder will be funded utilizing unanticipated FY2023 carryover from Fleet Management operations. The recommended action will use Fiscal Year 2024 funding in The General Services Department, Fleet Management Operating Fund, generated through Inner Departmental billing. Public Works Department The Public Works Department is requesting the approval of additional positions in the Street Maintenance Division. ·Three (3)Concrete Finishers are needed in order to deliver the concrete repair program.In FY2023,the Street Maintenance Division missed 127 concrete pour days due to not having City of Fresno Printed on 10/3/2023Page 3 of 5 powered by Legistar™ File #:ID 23-1381 Agenda Date:9/28/2023 Agenda #: 1.-X. FY2023,the Street Maintenance Division missed 127 concrete pour days due to not having enough Concrete Finishers to perform the work.By having these three additional Concrete Finishers,the Department can eliminate the lost production of missed pour days and will be able to meet the increased demands of the additional projects funded by SB1 Gas Tax and other funding sources in FY2024 and beyond. The recommended action will be accommodated by the current Fiscal Year 2024 PERS appropriations in the Public Works Department. Transportation Department The Department of Transportation/Fresno Area Express (FAX)is in need of three (3)positions to meet the workload demands in the Information Services (IS)section of the Administration Division and the Vehicle Maintenance and Facilities Maintenance sections of the Maintenance Division.The workload for those divisions remains consistent,and FAX seeks to eliminate the need for temporary and limited positions by adding the following full-time permanent positions: ·One (1)Computer Systems Specialist II for the Information Services section of the Administration Division.The expense for the position will be covered by FY2023 surplus of Transportation Development Act (TDA)Article 4 revenue,carried over and available in FY2024. ·Two (2)Custodians for the Vehicle Maintenance and Facilities Maintenance sections of the Maintenance Division.The expense for these positions will be covered by the annual allocation of funds from the Federal Transit Administration (FTA)Program 5307,which is sufficient to cover the proposed position additions. There is no requirement to meet and confer with bargaining units over this PAR amendment as this is only increasing the number of employees in existing classifications. ENVIRONMENTAL FINDINGS This is not a “project”for the purpose of the California Environmental Quality Act (“CEQA”)Guidelines Section 15378 and is therefore exempt from the CEQA requirements. LOCAL PREFERENCE Local preference is not implicated because this item does not involve public contracting or bidding with the City of Fresno. FISCAL IMPACT There will be no impact to the General Fund in FY24.The Finance Department positions will be funded by salary savings in the current Fiscal Year 2024 appropriations.The General Services Department positions will be funded by the Fiscal Year 2024 Fleet Management Operating Fund which is generated through Inner Departmental billing.The Public Works Department positions will be funded by salary savings in the current Fiscal Year 2024 appropriations.The Transportation Department positions will be funded by a carryover of FY2023 Transportation Development Act City of Fresno Printed on 10/3/2023Page 4 of 5 powered by Legistar™ File #:ID 23-1381 Agenda Date:9/28/2023 Agenda #: 1.-X. Department positions will be funded by a carryover of FY2023 Transportation Development Act Revenue and allocated funds from the Federal Transit Administration Program 5307. In FY25,the Finance Department’s two (2)positions are projected to increase the cost to the General Fund by $259,240,covering both salaries and fringe.The General Services Department Internal Service Fund would need to increase their Base Charges to be ID Billed to other departments by $155,573 to cover their two (2)positions.The Public Works Department’s three (3)positions would be funded by the SB1 Gas Tax Revenue for the Concrete Repair Program and would result in a cost of $299,741 (salary and fringe).The Transportation Department’s Computer System Specialist has an estimated cost of $81,500 (salary and fringe)and is expected to be funded by the FY24 Article 4 Revenue Carryover.The two (2)Custodian positions requested by Transportation are estimated to cost $111,500 for both positions (salary and fringe)and would be covered by the FY25 Program 5307 funding allocation from the Federal Transit Administration. Attachment: Resolution - Fourth Amendment to Position Authorization Resolution No. 2023-184 City of Fresno Printed on 10/3/2023Page 5 of 5 powered by Legistar™ 1 of 3 Date Adopted: Date Approved: Effective Date: September 28, 2023 City Attorney Approval: ______ Resolution No. ____________ RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA ADOPTING THE FOURTH AMENDMENT TO RESOLUTION NO 2023-184 ENTITLED “A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ESTABLISHING THE NUMBER OF POSITIONS AUTHORIZED IN THE VARIOUS DEPARTMENTS AND OFFICES OF THE CITY FOR FISCAL YEAR 2024” NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno, as follows: SECTION 1. Part V. Section 15.1 of Resolution No. 2023-184 is hereby amended to read: FINANCE DEPARTMENT Section 15.1 Financial Services Division FROM TO FULL YEAR 54 54 OCT - JUNE 0 2 54 56 Part V. Section 18.1 of Resolution No. 2023-184 is hereby amended to read: GENERAL SERVICES DEPARTMENT Section 18.1 GSD Administration Division; Fleet Management Division; Facilities Management Division; and, Fleet Equipment Acquisition Division FROM TO FULL YEAR 136 136 OCT - JUNE 0 2 136 138 2 of 3 Part V. Section 25.1 of Resolution No. 2023-184 is hereby amended to read: PUBLIC WORKS DEPARTMENT Section 25.1 Administration Division; Engineering Services Division; Capital Management Division; Traffic Operations & Planning Division; Sustainable Fresno Division; Graffiti Abatement; Street Maintenance Division; Landscape Maintenance; Fulton Street Maintenance; and, Traffic Signal and Streetlights Division FROM TO FULL YEAR 342 342 OCT - JUNE 50 53 392 395 Part V. Section 26.1 of Resolution No. 2023-184 is hereby amended to read: TRANSPORTATION DEPARTMENT Section 26.1 FAX Operating Division; Transportation Maintenance Division; Transportation Administration Division; Transportation Planning Division: and, Support Services Division FROM TO FULL YEAR 488 488 OCT - JUNE 0 3 488 491 SECTION 2. Upon final legislative approval, this Resolution shall become effective September 28, 2023. 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, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Mao Lee Date Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1397 Agenda Date:9/28/2023 Agenda #:1.-Y. REPORT TO THE CITY COUNCIL FROM:TJ MILLER, Interim Director Personnel Services Department BY:STEPHANIE HERNANDEZ, Principal Labor Relations Analyst Personnel Services Department SUBJECT Actions pertaining to Hiring Incentives and Referral Incentives for Qualified Police Officer Recruits, Lateral Police Officers, and Lateral Emergency Services Dispatcher II/IIIs: 1. ***Approve a Side Letter of Agreement with the Fresno Police Officers Association (FPOA), for Unit 4 - Non-Management Police, regarding Police Officer Lateral Hire and Referral Incentives and Police Officer Recruit Hire Incentives (Subject to Mayor’s Veto). 2. ***Approve a Side Letter of Agreement with the Fresno City Employees Association (FCEA), for Unit 3 - Non-Supervisory White Collar, regarding Emergency Services Dispatcher Lateral Hire and Referral Incentives (Subject to Mayor’s Veto). RECOMMENDATION It is recommended that Council: (1) approve a Side Letter of Agreement with FPOA which renews the provision of hiring and referral incentives for qualified lateral Police Officer hires and a hiring incentive for Police Officer Recruit hires; and (2) approve a Side Letter of Agreement with FCEA which renews a provision for hiring and referral incentives for qualified lateral Emergency Services Dispatcher (ESD) II/III hires. EXECUTIVE SUMMARY To assist with continued efforts in achieving the City’s hiring goals in Fiscal Year 2024 for Police Officers and ESDs, Council is asked to approve a Side Letter of Agreement with FPOA to renew the provision of a $15,000 hiring incentive and a $1,000 referral incentive for qualified lateral Police Officer hires from other California police agencies, and the provision for a $5,000 hiring incentive for Police Officer Recruits; and renew the Side Letter of Agreement with FCEA which provides a hire incentive of $4,000 and a $1,000 referral incentive for qualified lateral ESD II/III hires. The respective side letters with FPOA and FCEA would be retroactively effective July 1, 2023. BACKGROUND Lateral Police Officer and Police Officer Recruit Side Letter of Agreement In 2015, Council approved a Side Letter of Agreement with FPOA which provided hiring incentives for City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1397 Agenda Date:9/28/2023 Agenda #:1.-Y. In 2015,Council approved a Side Letter of Agreement with FPOA which provided hiring incentives for lateral Police Officers and a referral incentive for current Fresno Police Officers who referred lateral hires through June 30,2016.The Side Letter of Agreement has been renewed each year since with Council approval in recognition of the competitive employment environment for experienced Police Officers.The Side Letter will renew provisions for lateral Police Officer and Police Officer Recruit hires to address recruitment and hiring challenges and encourage lateral Police Officer and Police Officer Recruit candidates to accept positions with the Fresno Police Department. Side Letter Provisions Lateral hires are eligible for forty (40)hours of Vacation Leave and forty (40)hours of Sick Leave upon hire,a payment of $3,750 upon hire,$3,750 upon completion of the Police Department’s field training program,$3,750 upon successful completion of probation,and $3,750 after an additional one year of service following the completion of the probationary period.This equates to a value of $15,000 in hiring incentive pay and eighty (80)hours of Sick/Vacation Leave per lateral Police Officer hire.Additionally,lateral Police Officer hires will be credited with years of sworn service in previous employment for the purpose of determining vacation accruals. In order to qualify for the incentives,a lateral Police Officer hire must be currently working for another California law enforcement agency,meet minimum qualifications for a lateral Police Officer,and must be hired by the Fresno Police Department. Current City of Fresno Police Officers who refer a qualified lateral Police Officer will be eligible for a $1,000 referral incentive paid in four increments at the each of the metric points outlined for lateral hires above. Police Officer Recruits are eligible for a payment of $2,500 upon hire and $2,500 upon successful completion of the Police Department’s field training program.Police Cadets who are attending the Police Academy and are sponsored by the Fresno Police Department at the commencement of the Academy under the Police Academy Sponsorship Program are not eligible to receive the Police Officer Recruit Hire Incentive upon appointment as a Police Officer Recruit. The Side Letter is retroactively effective July 1,2023 and expires June 30,2024,but can be renewed upon mutual agreement of the parties. ESD II/III Lateral Side Letter of Agreement In 2018,the City Council approved a Side Letter of Agreement with the FCEA which provided hiring incentives for lateral ESDs and a referral incentive for current ESDs who referred lateral hires through June 30,2019.The Side Letter Agreement has been renewed annually in recognition that the employment market for experienced ESDs is extremely competitive and to assist with continued efforts in rebuilding Emergency Services Dispatch staffing levels.The Side Letter will renew hiring incentive provisions to provide a useful tool in the recruitment of experienced ESDs,expand the referral incentive from ESDs who refer lateral ESD hires to include all FCEA employees who refer lateral ESDs, and eliminate the five-referral limitation. Side Letter Provisions Lateral hires are eligible for forty (40)hours of Vacation Leave and forty (40)hours of Sick LeaveCity of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1397 Agenda Date:9/28/2023 Agenda #:1.-Y. Lateral hires are eligible for forty (40)hours of Vacation Leave and forty (40)hours of Sick Leave upon hire,a payment of $1,000 upon hire,$1,000 upon successful completion of a Police Department ESD training program,$1,000 upon successful completion of probation,and $1,000 after an additional one year of service following the completion of the probationary period.This equates to a value of $4,000 in hiring incentive pay and eighty (80)hours of Sick/Vacation Leave per lateral Police Officer hire. Additionally, lateral hires will be hired at the C Step or above. In order to qualify for the incentives a lateral hire must have two years of consecutive experience in the three years immediately preceding application in a class equivalent to an ESD II with the City of Fresno and must be hired by the Fresno Police Department. Current FCEA employees who refer a qualified lateral ESD II/III will be eligible for a $1,000 referral incentive paid in four increments at the each of the metric points outlined for lateral hires above. The Side Letter is retroactively effective from July 1,2023 through June 30,2024,but can be renewed upon mutual agreement of the parties. The City Attorney’s Office has approved the side letters as to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference is not implicated because this item does not involve public contracting or bidding with the City of Fresno. FISCAL IMPACT Lateral Hire and Referral Incentives do not require additional appropriations. Attachments: Side Letter of Agreement - Lateral Police Officer / Police Officer Recruit Hire Incentives Side Letter of Agreement - Lateral ESD II/III Hire Incentives City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1380 Agenda Date:9/28/2023 Agenda #: 1.-Z. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:JILL M. GORMLEY, TE, Assistant Director Public Works Department, Traffic & Engineering Services Division JAIRO MATA, Chief Engineering Technician Public Works Department, Land Planning and Subdivision Inspection SUBJECT RESOLUTION - Approving the Final Map of Tract No. 6283, and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - located at the southeast corner of Fowler Avenue and Dakota Avenue (Council District 4) RECOMMENDATION Staff recommends the City Council adopt a resolution approving the Final Map of Tract No. 6283 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, Lennar Homes of California, has filed for approval, the Final Map of Tract No. 6283, for a 136-lot single-family residential subdivision located at the southeast corner of Fowler Avenue and Dakota Avenue on 27.49 acres. BACKGROUND The Fresno City Planning Commission on October 6, 2016 approved Vesting Tentative Map No. 6131 (Tentative Map) for a 402-lot single-family residential subdivision on 77.30 acres (See attached map). The Tentative Map was approved consistent with the Fresno General Plan to comply with the provisions of the Subdivision Map Act. Tract No. 6283 is the third and final phase. 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 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT R. 2023-262 APPROVED ON CONSENT File #:ID 23-1380 Agenda Date:9/28/2023 Agenda #: 1.-Z. approved by the City Council. The Subdivider has satisfied all other conditions of approval by executing the Subdivision Agreement for Tract No.6283,submitted securities in the total amount of $1,899,000 to guarantee the completion and acceptance of the public improvements,$949,500 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 $276,486.95.Covenants have been executed to defer eligible development impact fees totaling $2,718,059.29 to the time of final occupancy of each unit,for annual CFD-11 assessment notification,acknowledging right-to-farm law,and for special solid waste services for certain lots.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 July 20, 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 $723.52 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 4.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 inasmuch as 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. 6283 Location map City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1380 Agenda Date:9/28/2023 Agenda #: 1.-Z. City of Fresno Printed on 10/3/2023Page 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 DEVELOPMENT SERVICES DIVISION FINAL TRACT MAP NO. 6283 DISTRICT 4 ANNEXATION NO. 145 COMMUNITY FACILITIES DISTRICT NO. 11 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1342 Agenda Date:9/28/2023 Agenda #: 1.-AA. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT L. MOZIER, PE, Director Public Works Department BY:JESUS AVITIA, PE, Assistant Director Capital Projects Department, Transportation Project Management Division GARINE KENDOYAN, Engineer II Capital Projects Department, Transportation Project Management Division SUBJECT Actions pertaining to the Shaw Avenue Lighting Project (Bid File No. 12302722) (Council District 4): 1. Adopt a finding of Categorical Exemption per consultant determination, pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines 2. Award a construction contract in the amount of $649,865 to Power Design Electric of Kingsburg, California RECOMMENDATIONS Staff recommends that the City Council (1) adopt a finding of Categorical Exemption pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines, and (2) award a construction contract with Power Design Electric of Kingsburg, California in the amount of $649,865 as the lowest responsive and responsible bidder and authorize the Capital Projects Director or designee to sign the construction contract on behalf of the City of Fresno. EXECUTIVE SUMMARY The Shaw Avenue Lighting project will improve lighting and visibility along the north side of Shaw Avenue from Cedar Avenue to Chestnut Avenue by installing LED fixtures and replacing existing wooden poles with steel poles. Awarding a construction contract for this project will allow the proposed improvements to be constructed which will enhance visibility for both vehicles and pedestrians. This project is funded with Federal funds through the Federal Surface Transportation Block Grant (STBG) program, administered through the California Department of Transportation (Caltrans) on behalf of the Federal Highway Administration. City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1342 Agenda Date:9/28/2023 Agenda #: 1.-AA. BACKGROUND The City of Fresno Public Works Department,in coordination with Fresno State,has identified a need for the Shaw Avenue Streetlight Project which will improve lighting and visibility along the north side of Shaw Avenue from Cedar Avenue to Chestnut Avenue.This will be accomplished by undergrounding electrical conduits,adding new steel poles with LED luminaries,and replacing existing wooden poles with steel poles and LED luminaires that meet current standards.Fixture luminaires that illuminate both street and sidewalk will also be installed to enhance visibility for vehicles and pedestrians.In May 2020,the City of Fresno applied for and was awarded the Federal STBG grant for the design and construction phases of the project.In November 2020,the City received authorization to proceed with preliminary engineering.The design started following the City Council approval of the consultant contract with Peter’s Engineering on July 22,2022 and was completed on June 21, 2023. The Notice Inviting Bids was published in the Business Journal on July 5,2023 and posted on the City’s website.Three sealed bid proposals were received and opened in the public bid opening on August 1,2023,with bids ranging from $649,865 to $934,000.Power Design Electric,Inc.of Kingsburg,California is deemed the lowest responsive and responsible bidder.The bids will expire 64 days after the bid opening,on October 4,2023.If the bids are rejected or expire,the project will be rebid resulting in a delay of approximately 3 months. The Community Workforce Agreement (PLA),adopted by Council in September 2021,does not apply to this contract because the engineer’s estimate for this project was less than $1 million,pursuant to the terms of the PLA. Staff is recommending the award of a construction contract for the Shaw Avenue Streetlight Project to Power Design Electric,Inc.of Kingsburg,California in the amount of $649,865,as the lowest responsive and responsible bidder,and to authorize the Capital Projects Director or designee to sign and execute the standardized contract on behalf of the City of Fresno. The City Attorney’s Office has reviewed and approved this item as to form. ENVIRONMENTAL FINDINGS This project was determined to be Categorically Exempt under Section 15302/Class 2 (Replacement or Reconstruction)of the CEQA Guidelines because the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced.The proposed project includes replacement and improvement of existing streetlights and associated infrastructure within existing developed areas along Shaw Avenue in order to improve visibility.The project improvements would not increase capacity and the project would not result in potentially significant environmental impacts associated with its location, cumulative impacts,scenic resources,hazardous waste sites,historical resources,energy demand, or otherwise have the potential to result in a significant effect. LOCAL PREFERENCE Local preference was not implemented for this project due to it being funded through a Federal STBG City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1342 Agenda Date:9/28/2023 Agenda #: 1.-AA. program, which precludes local preference. FISCAL IMPACT The Shaw Avenue Lighting Project from Cedar Avenue to Chestnut Avenue is located in Council District 4.The overall cost of the project is $884,400 and is fully funded by a grant from the Surface Transportation Block Grant (STBG).Of the overall budget of the project,$649,865 will be used for the construction contract award.All funds required for the contract award are included in the current fiscal year budget,as previously adopted by the Council and the project will have no impact to the General Fund. Attachments: Environmental Assessment Standardized Contract Bid Evaluation Fiscal Impact Statement Vicinity Map City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ May 16, 2023 Garine Kendoyan, Engineer City of Fresno, Public Works Department Engineering Services Division 2600 Fresno Street, Room 4016 Fresno, CA 93721 Re: PW00930 Shaw Avenue Streetlights - Supporting Memorandum for Categorical Exemption (Class 2 – Replacement or Reconstruction) / SWCA Project No. 73586-001 Dear Ms. Kendoyan: This memorandum provides supporting documentation for determining the Shaw Avenue Streetlights Project (project) exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines 15302, Class 2, Replacement or Reconstruction. PROJECT OVERVIEW The City of Fresno proposes to upgrade existing steel light poles with light-emitting diode (LED) luminaries, install underground electrical conduit, install new steel poles, and replace existing wooden light poles with steel poles and LED fixtures in order to improve visibility along the north side of Shaw Avenue between Cedar Avenue and Chestnut Avenue in the city of Fresno, California. All project activities would occur within the existing developed sidewalk of Shaw Avenue. APPLICABLE EXEMPTION A Class 2 Categorical Exemption consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. An example is replacement or reconstruction of existing utility systems and/or facilities involving negligible purpose and capacity. The proposed project includes replacement and improvement of existing streetlights and associated infrastructure within existing developed areas along Shaw Avenue in order to improve visibility. The project improvements would not increase capacity and the project would not result in potentially significant environmental impacts associated with its location, cumulative impacts, scenic resources, hazardous waste sites, historical resources, energy demand, or otherwise have the potential to result in a significant effect. Sincerely, Jacqueline Markley, AICP Senior Environmental Planner Attachment A Notice of Exemption 2 ATTACHMENT A Notice of Exemption Statutory Exemptions. State code number: _______________________________________________ Print Form Notice of Exemption Appendix E From: (Public Agency): ____________________________To: Office of Planning and Research P.O. Box 3044, Room 113 _______________________________________________Sacramento, CA 95812-3044 County Clerk (Address) ___________________________ ___________________________ County of: __________________ Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific: Project Location - City: ______________________ Project Location - County: Description of Nature, Purpose and Beneficiaries of Project: _____________________ Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Project: ________________________________________________ Exempt Status: (check one): Ministerial (Sec. 21080(b)(1); 15268); Declared Emergency (Sec. 21080(b)(3); 15269(a)); Emergency Project (Sec. 21080(b)(4); 15269(b)(c)); Reasons why project is exempt: Lead Agency Contact Person: ____________________________ Area Code/Telephone/Extension: _______________ If filed by applicant: 1.Attach certified document of exemption finding. 2.Has a Notice of Exemption been filed by the public agency approving the project? Yes No Signature: ____________________________ Date: Signed by Lead Agency Signed by Applicant Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR: Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. _______________ Categorical Exemption. State type and section number: ____________________________________ ______________________________________________ ______________ Title: _______________________ Revised 2011 FRESNOCLOVISCALWAPINEDALEPETERS ENGINEERING GROUP862 Pollasky Avenue Phone (559) 299-1544Clovis, California 93612 www.peters-engineering.com90% PRELIMINARY NOT FOR CONSTRUCTIONGENERAL NOTES:“”” ’” ” “” ” “” ”’ ’VICINITY MAPNOT TO SCALEPROJECTLOCATIONREVIEWED BY:SHEET INDEXSHEET INDEX 332.82 FAX S IGN333.28 RIGHT SIGN 334.74 FAX S IGN LEGEND (E-1 TO E-3) CONSTRUCTION NOTES PETERS ENGINEERING GROUP862 Pollasky Avenue Phone (559) 299-1544Clovis, California 93612 www.peters-engineering.com90% PRELIMINARY NOT FOR CONSTRUCTIONNOTE: 335.13 RIGHT SIGN335.35 40 SIGN 335.36 TRUCK S IGN 336.49 FAX S IGN336.49 FAX SIGN336.54 RIGHT SIGN336.66 NO SIGN 336.98 NO S IGN 337.01 EVENT S IGN 337.46 R IGHT S IGN 338.71 T ree337.92 FAX S IGN 338.04 TRUCK S IGN LEGEND (E-1 TO E-3) CONSTRUCTION NOTES PETERS ENGINEERING GROUP862 Pollasky Avenue Phone (559) 299-1544Clovis, California 93612 www.peters-engineering.com90% PRELIMINARY NOT FOR CONSTRUCTION LEGEND (E-1 TO E-3) CONSTRUCTION NOTES PETERS ENGINEERING GROUP862 Pollasky Avenue Phone (559) 299-1544Clovis, California 93612 www.peters-engineering.com90% PRELIMINARY NOT FOR CONSTRUCTION DPW-S Formal Bid Contract – Public Work Improvement (11-2022) A230309 DPWTCCPLADivIrev02.23 1.20 rev. 02.23 CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” for the following: [Title] (Bid File No. [Bid File No.]) [Alternates (if any)] copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, including Performance and Payment Bonds, if required, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. For the monetary consideration of [Written Dollar Amount] dollars and [Written Cents Amount] cents ($[Amount]), as set forth in the Bid Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, under the direction and to the satisfaction of the City’s “Engineer,” and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. Payment. City accepts Contractor’s Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. Indemnification. To the furthest extent allowed by law including California Civil Code Section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor’s obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs, or damages caused by the active or sole negligence, or willful misconduct, of City or any of its officers, officials, employees, agents, or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 5. Trench Shoring Detailed Plan. Contractor acknowledges the provisions of Section 6705 of the California Labor Code and, if said provisions are applicable to this Contract, agrees to comply therewith. 6. Worker’s Compensation Certification. In compliance with the provisions of Section 1861 of the California Labor Code, Contractor hereby certifies as follows: DPW-S Formal Bid Contract – Public Work Improvement (11-2022) A230309 DPWTCCPLADivIrev02.23 1.21 rev. 02.23 I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this Contract and will make my subcontractors aware of this provision. IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties. [Contractor Name], [Legal Identity] By: Name: (Type or print written signature.) Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) Dated: By: Name: (Type or print written signature.) Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) Dated: CITY OF FRESNO, a California municipal corporation By: [Name], [Title] Department of Public Works Dated: ATTEST: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document DPW-S Formal Bid Contract – Public Work Improvement (11- 2022) has been used without modification as certified by the undersigned. By: [City Certifier Name] [City Certifier Title] Department of Public Works City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] FISCAL IMPACT STATEMENT PROGRAM: Shaw Avenue Lighting Project 209900260 Inv# 12302722 TOTAL OR ANNUALIZED RECOMMENDATION CURRENT COST Direct Cost $649,865 Indirect Cost $234,535 TOTAL COST $884,400 Additional Revenue or Savings Generated Net City Cost $884,400 Amount Budgeted (If none budgeted, identify source) $796,100 SUMMARY OF INDIRECT COSTS: Preliminary Engineering $ 89,100 Construction Engineering $ 80,400 Contingency $ 65,035 Total $ 234,535 The Shaw Avenue Lighting project is 100% federally funded by a grant from the Surface Transportation Block Grant (STBG). Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Shaw Avenue Lighting Project From Cedar Avenue to Chestnut Avenue N 0 1.5 30.75 Miles DEPARTMENT OFPUBLIC WORKS VICINITY MAP Project ID: PW00930Council District: 4 Shaw Avenue Lighting ProjectFrom Cedar Avenue to Chestnut Avenue City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1399 Agenda Date:9/28/2023 Agenda #: 1.-BB. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT L. MOZIER, PE, Director Public Works Department BY:JESUS AVITIA, PE, Assistant Director Capital Projects Department, Transportation Project Management Division BRANDON CHACON, Projects Administrator Capital Projects Department, Transportation Project Management Division SUBJECT Approve the Third Amendment to the Consultant Services Agreement with UltraSystems Environmental Inc. of Irvine, California extending the consultant’s performance period by one year to September 30, 2024, to continue professional environmental services and preparation of technical memos for the McKinley Avenue Widening Project between Marks Avenue and Hughes Avenue (Council District 3) RECOMMENDATION Staff Recommends the City Council approve the Third Amendment to the Consultant Services Agreement dated September 8, 2021, with UltraSystems Environmental Inc. to extend the consultant’s performance period by one year to September 30, 2024, for the McKinley Avenue Widening Project, and to authorize the Capital Projects Director or designee to sign the Third Amendment to the Agreement on behalf of the City of Fresno. EXECUTIVE SUMMARY The City of Fresno is seeking to construct street improvements and widen the north side of McKinley Avenue from Marks Avenue to Hughes Avenue, including curbs, gutters, sidewalks, bicycle facilities, street lighting and a high-intensity activated crosswalk beacon (HAWK) pedestrian signal near Addams Elementary School. The preliminary engineering, right-of-way, and construction phases are federally funded with the Surface Transportation Block Grant (STBG) program administered through Caltrans, on behalf of the Federal Highway Administration (FHWA). The federal funding requires a National Environmental Policy Act (NEPA) determination, in addition to the California Environmental Quality Act (CEQA) assessment, prior to commencing right-of-way acquisition and construction. Environmental investigations including studies, evaluations, and reporting are required for the City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 MA/AP 6-0 LC ABSENT File #:ID 23-1399 Agenda Date:9/28/2023 Agenda #: 1.-BB. Environmental investigations including studies,evaluations,and reporting are required for the completion of the NEPA process.Due to the complexity of the studies and detailed level of review by Caltrans Staff,the expected duration to complete the studies has exceeded the original estimate. Staff recommends approval of this Third Amendment to extend the consultants performance period to September 30,2024,for the McKinley Avenue Widening Project between Marks Avenue and Hughes Avenue. No additional compensation shall be rendered as a result of this Amendment. BACKGROUND McKinley Avenue currently exists as a two-lane arterial roadway,lacking curbs,gutters,sidewalks, street lighting,and drainage facilities on the north side of McKinley Avenue between Marks Avenue and Hughes Avenue.The purpose of this project is to widen McKinley Avenue to its ultimate configuration and improve accessibility and multimodal travel options. The design and preparation of street improvement plans,specifications and engineer’s estimate for the widening project is currently being completed by City staff. In October of 2017,the City of Fresno applied for,and was successful in getting awarded,a federal STBG program grant for the design engineering,right-of-way,and construction phases of the McKinley Avenue Widening Project.These funds will be used to widen the north side of McKinley Avenue between Marks Avenue and Hughes Avenue,including curbs,gutters,sidewalks,bicycle facilities, street lighting and a HAWK pedestrian signal near Addams Elementary School. On September 8,2021,the City entered into a consultant agreement with UltraSystems Environmental Inc.for total fee not to exceed $113,553,with a $5,000 contingency,to prepare environmental studies and technical memoranda for the McKinley Avenue Widening Project.On September 7,2022,the First Amendment to the consultant agreement was executed,which extended the Consultant’s performance period to complete the environmental services to September 30,2023.On February14,2023,the Second Amendment to the consultant services agreement increased the total fee by $32,716 for a revised total contract amount of $146,269,with a $5,000 contingency,which included additional environmental studies,investigations and reporting required to comply with the federal grant. The City now desires to amend the Agreement with UltraSystems Environmental Inc.to extend the consultants performance period to September 30,2024,and authorize the Capital Projects Director or designee to sign on behalf of the City of Fresno.UltraSystems Environmental Inc.continues to prepare the required documentation to support the NEPA determination for the proposed 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 approval does not qualify as a project as defined by the CEQA. LOCAL PREFERENCE City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1399 Agenda Date:9/28/2023 Agenda #: 1.-BB. Local preference was not implemented; this is an amendment to an existing agreement. FISCAL IMPACT This project,which is located in Council District 3,will not have any impact to the General Fund.The amendment only extends the consultants performance period. Attachment(s): Third Amendment to the Agreement Vicinity Map City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague McKinley Avenue WideningMarks Avenue to Hughes Avenue N 0 1.5 30.75 Miles Project ID: PW00843Council District: 3 McKinley Avenue WideningMarks Avenue to Hughes Avenue VICINITY MAP DEPARTMENT OFPUBLIC WORKS District 3 City_Limits City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1301 Agenda Date:9/28/2023 Agenda #: 1.-CC. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT L. MOZIER, PE, Director Public Works Department BY:JESUS AVITIA, PE, Assistant Director Capital Projects Department, Transportation Project Management Division MAGDALENO JIMENEZ, Engineer II Capital Projects Department, Transportation Project Management Division SUBJECT RESOLUTION - Adopt a resolution for dedicating a portion of City-owned property for the purpose of a Constructing Public Street Improvements for Veterans Boulevard Grade Separation Project In and Around the Veterans Overpass and Through the New Golden State Boulevard Realignment (Council District 2) RECOMMENDATION Staff recommends that City Council adopt the attached resolution dedicating a portion of City- owned properties for the purpose of a public street easement as part of the construction of the Veterans Boulevard Grade Separation and Interchange Project as described in Exhibit “A” and shown on Exhibit “B”. EXECUTIVE SUMMARY The Veterans Boulevard Grade Separation and Interchange Projects involves the establishment of a new road right of way, situated on City-owned parcels that were acquired for the purpose of the project.The construction consisted of grade-separated structures, carrying the roadway up and over the Union Pacific Railroad (UPRR) and future High- Speed Rail (HSR) tracks. The proposed dedication of the public street easement is outlined in Exhibit “A” and illustrated in Exhibit “B” of the attached resolution. By adopting the resolution, a portion of the City-owned properties will be dedicated for the purpose of a Public Street Easement. BACKGROUND The Veterans Boulevard Project proposes a new super arterial roadway in northwest Fresno, which will include six travel lanes, a Class I bicycle lane/pedestrian trail on one side, Class II bicycle lanes on both sides and a partial cloverleaf interchange connecting State Route 99 and Veterans Boulevard. The project will include bridge structures for the overcrossing of State Route 99 and future Golden State Boulevard and one to cross over the existing UPRR tracks and the future HSR City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT R. 2023-263 APPROVED ON CONSENT File #:ID 23-1301 Agenda Date:9/28/2023 Agenda #: 1.-CC. future Golden State Boulevard and one to cross over the existing UPRR tracks and the future HSR tracks.The City has broken up the overall Veterans Boulevard Project into five phases,due to funding availability,size,and deliverability.All phases are now in construction or have been completed, with the overall project scheduled to be completed by the end of 2023. The Veterans Boulevard Grade Separation Project is the second phase of the overall project and the last phase needed to complete the HSR related work.The Veterans Boulevard Grade Separation is now open to traffic and includes two lanes of Veterans Boulevard;a bridge structure over the existing UPRR and future HSR tracks,and a roadway connection from Veterans Boulevard to future Golden State Boulevard.The Veterans Boulevard Interchange Project,has been under construction since February 07,2022 and is scheduled to be completed by the end of 2023. The City acquired the properties with APN numbers 504-081-28ST,504-081-29ST,504-081-30ST, 505-080-16T,505-080-21ST,505-080-30ST,and 505-080-31ST for the construction of the Veterans Boulevard Grade Separation and Interchange Project.The proposed dedication of a public street easement,as described in Exhibit “A”and shown in Exhibit “B”of the attached resolution, would transform the current public use of the area into a public street easement. The City Attorney's Office has reviewed and approved as to form. ENVIRONMENTAL FINDINGS On March 5,2020,the City Council adopted findings pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15091 and 15093,as required by CEQA Section 15096,for the Veterans Boulevard Grade Separation &Interchange Project.This piece of land was included in the original Environmental Impact Report and subsequent CEQA Findings.Therefore,a subsequent Environmental Impact Report (EIR)is not required for this approval. LOCAL PREFERENCE Local preference does not apply because the dedication of public street easement does not involve bidding or awarding of a Contract. FISCAL IMPACT The Veterans Boulevard Project,which is located in Council District 2,will have no impact on the General Fund. The overall Veterans Boulevard Project is being funded through California High Speed Rail Authority (CHSRA) funding,various types of Measure C funding,Regional Transportation Mitigation Fee (RTMF),State and Federal grant funds and City of Fresno Development Impact Fees.The Right of Way Phase of the Project is funded by a combination of local Measure C, RTMF, and Citywide Regional Street Impact Fees. Attachments: Resolution Vicinity Map City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ RESOLUTION NO. ___ _ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DEDICATING A PORTION OF A CITY-OWNED PROPERTY FOR THE PURPOSE OF CONSTRUCTING PUBLIC STREET IMPROVEMENTS FOR VETERANS BOULEVARD GRADE SEPARATION AND INTERCHANGE PROJECT IN AND AROUND THE VETERANS OVERPASS AND THROUGH NEW GOLDEN STATE BOULEVARD REALIGNMENT WHEREAS, the City of Fresno is the owner of the subject property; and WHEREAS, the purpose of this dedication is to accommodate the construction of public street improvements for the Veterans Boulevard Grade Separation and Interchange Project between Veterans Boulevard and Golden State Boulevard. WHEREAS, the proposed area to be dedicated is described in Exhibit "A" and and as shown on Exhibit "B"' said exhibits are incorporated herein by reference and on file in the Office of the City Clerk of the City at Fresno City Hall, 2600 Fresno Street, Fresno, California, 93721; and WHEREAS, the Traffic and Engineering Services Division and other City departments have determined that the proposed for public street easement dedication as described in Exhibit "A" and shown in Exhibit "B" attached herein are adequate for the proposed utilities, street, and trail improvements. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1.That portion of a City-owned property described in and shown on Exhibits "A" and "B" is hereby dedicated for the purpose of a public street easement. 1 of 3 Date Adopted: Date Approved: � Effective Date: City Attorney Approval: Resolution No. STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER'S, 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. TODD STERMER'S, CMC City Clerk BY: ------------ Deputy APPROVED AS TO FORM: ANDREW JANZ CITY ATTORNEY'S OFFICE BY: ------------ KELSEY A. SEIB Deputy Attachment: Exhibits "A" through "B" 3 of 3 Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague DEDICATION FOR PUBLIC STREET PURPOSE N 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS VICINITY MAP Project ID: PW00669 Council District: 2 VETERANS BOULEVARD GRADE SEPARATION & INTERCHANGE PROJECT City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1329 Agenda Date:9/28/2023 Agenda #: 1.-DD. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT MOZIER, PE, Director Public Works Department BY:JESUS AVITIA, PE, Assistant Director Capital Projects Department, Transportation Project Management Division ABDUL BINMAHFODH, Engineer II Capital Projects Department, Transportation Project Management Division SUBJECT Actions pertaining to the Jensen Avenue Overlay Project between State Route 41 and Martin Luther King Jr. Boulevard (Bid File No. 12301728) (Council District 3): 1. Adopt a finding of Categorical Exemption per staff determination, pursuant to Sections 15301/Class 1, 15302/Class 2, 15303/Class 3, and 15304/Class 4 of the California Environmental Quality Act (CEQA) Guidelines 2. Award a construction contract in the amount of $2,219,535.45 to Granite Construction Company, of Fresno, California RECOMMENDATIONS Staff recommends that the City Council (1) adopt a finding of Categorical Exemption pursuant to Sections 15301/Class 1 (Existing Facilities), 15302/Class 2 (Replacement or Reconstruction), 15303/Class 3 (New Construction or Conversion of Small Structures), and 15304/Class 4 (Minor Alterations to Land) of the California Environmental Quality Act (CEQA) guidelines, and (2) award a construction contract with Granite Construction Company, of Fresno, California, in the amount of $2,219,535.45, as the lowest responsive and responsible bidder, and authorize the Capital Projects Director or designee to sign the construction contract on behalf of the City of Fresno. EXECUTIVE SUMMARY The City of Fresno seeks to extend the life of Jensen Avenue from State Route 41 to Martin Luther King Jr. Boulevard through pavement rehabilitation and by reconstructing existing curb ramps to be compliant with ADA standards. The proposed action involves awarding a construction contract to Granite Construction Company, in the amount of $2,219,535.45. This contract will not only extend the road's longevity but also enhance its overall drivability. The project is funded by a federal grant City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1329 Agenda Date:9/28/2023 Agenda #: 1.-DD. road's longevity but also enhance its overall drivability.The project is funded by a federal grant through the Regional Surface Transportation Program (RSTP),with the local match being funded by SB1 Road Maintenance and Rehabilitation Account (RMRA) funding. BACKGROUND The City of Fresno's Public Works Department has identified the need for street pavement rehabilitation,full-depth reconstruction,and the reconstruction of existing curb ramps to meet ADA standards along Jensen Avenue.In December 2015,the City applied for RSTP funds to cover the design and construction phases of the Jensen Avenue Overlay Project.This project entails street rehabilitation and reconstructing approximately 1.0 mile of Jensen Avenue,stretching from State Route 41 to Martin Luther King Jr.Boulevard and bringing existing curb ramps into compliance with ADA standards.The grant funds for this project were obligated in October 2016,with the design process commencing after the City Council's approval of the consultant agreement with QK,Inc.in April 2017. Design was completed in May 2023. The Notice Inviting Bids was published in the Business Journal on May 19,2023,and posted on the City's PlanetBids website.Four bid proposals were received and opened during a public bid opening on August 01,2023,with bids ranging from $2,219,404 to $2,925,813.The lowest apparent bidder Avison Construction,Inc.was deemed non-responsive which led to Granite Construction Company to be deemed the lowest responsive and responsible bidder.The apparent low bid price was 11%below the Engineering Estimates. The bids will expire on October 04, 2023, 64 days after the bid opening. Staff recommends awarding a construction contract to Granite Construction Company,in the amount of $2,219,535.45 to carry out the roadway improvements along Jensen Avenue between State Route 41 and Martin Luther King Jr.Boulevard,as the lowest responsive and responsible bidder,and to authorize the Capital Projects Director or designee to sign the standardized agreement on behalf of the City of Fresno.This agreement is covered by the Community Workforce Agreement (PLA), adopted by the Council in September 2021.The Contractor shall become a signatory to the PLA by executing the Agreement to Be Bound. The City Attorney’s Office has reviewed and approved this item as to form. ENVIRONMENTAL FINDINGS Staff performed a preliminary environmental assessment of the project and determined that it falls within the Categorical Exemption set forth in CEQA guidelines,Section 15301 (Existing Facilities),15302 (Replacement or Reconstruction),15303 (New Construction or Conversion of Small Structures),and 15304 (Minor Alterations to Land)because the project consists of construction, repair,maintenance,installation and minor alterations to existing public structures,facilities, improvements and mechanical equipment within the existing public right of way and includes negligible or no expansion of an existing use including reconstruction of existing pavements. Furthermore,staff has determined that none of the exceptions to Categorical Exemptions set forth in CEQA Guidelines, Section 15300.2 apply to this project. LOCAL PREFERENCE Local preference was not implemented for this project because this contract is federally funded. City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1329 Agenda Date:9/28/2023 Agenda #: 1.-DD. FISCAL IMPACT The Jensen Avenue Overlay Project is located in Council District 3.The overall cost of the project is $2,798,500 and is grant funded through the Federal Regional Surface Transportation Program (RSTP).Local match is funded by SB1 Road Maintenance and Rehabilitation Account (RMRA)funds. Out of the overall budget,$2,219,535.45 will be allocated for the construction contract award.All funds required for the contract award are included in the current fiscal year budget,as previously adopted by the Council. The project will have no impact to the General Fund. Attachment(s): Environmental Assessment No. P18-03364 Standardized Agreement Bid Evaluation Fiscal Impact Statement Vicinity Map City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ DPW-S Formal Bid Contract – Public Work Improvement (11-2022) A230309 DPWTCCPLADivIrev02.23 1.20 rev. 02.23 CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” for the following: [Title] (Bid File No. [Bid File No.]) [Alternates (if any)] copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, including Performance and Payment Bonds, if required, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. For the monetary consideration of [Written Dollar Amount] dollars and [Written Cents Amount] cents ($[Amount]), as set forth in the Bid Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, under the direction and to the satisfaction of the City’s “Engineer,” and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. Payment. City accepts Contractor’s Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. Indemnification. To the furthest extent allowed by law including California Civil Code Section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor’s obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs, or damages caused by the active or sole negligence, or willful misconduct, of City or any of its officers, officials, employees, agents, or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 5. Trench Shoring Detailed Plan. Contractor acknowledges the provisions of Section 6705 of the California Labor Code and, if said provisions are applicable to this Contract, agrees to comply therewith. 6. Worker’s Compensation Certification. In compliance with the provisions of Section 1861 of the California Labor Code, Contractor hereby certifies as follows: DPW-S Formal Bid Contract – Public Work Improvement (11-2022) A230309 DPWTCCPLADivIrev02.23 1.21 rev. 02.23 I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this Contract and will make my subcontractors aware of this provision. IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties. [Contractor Name], [Legal Identity] By: Name: (Type or print written signature.) Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) Dated: By: Name: (Type or print written signature.) Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) Dated: CITY OF FRESNO, a California municipal corporation By: [Name], [Title] Department of Public Works Dated: ATTEST: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document DPW-S Formal Bid Contract – Public Work Improvement (11- 2022) has been used without modification as certified by the undersigned. By: [City Certifier Name] [City Certifier Title] Department of Public Works City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] Evaluation Form With DBE Goal Rev. 07-2022 FISCAL IMPACT STATEMENT PROGRAM: EAST JENSEN AVENUE OVERLAY – STATE ROUTE 41 TO SOUTH MARTIN LUTHER KING JR. BOULEVARD. Project ID 209900129 Inv No. 12301728 TOTAL OR ANNUALIZED RECOMMENDATION CURRENT COST Direct Cost $2,219,535.45 Indirect Cost $ 678,964.55 TOTAL COST $2,798,500.00 Additional Revenue or Savings Generated $0 Net City Cost $2,798,500.00 Amount Budgeted (If none budgeted, identify source) $2,917,900.00 Preliminary Engineering $203,400.00 Right of Way $ 67,700.00 Construction Engineering $195,900.00 Contingency $221,954.55 Total $678,964.55 The East Jensen Avenue Overlay project is grant funded by a federal grant from the Surface Transportation Block Grant (STBG) Program. Local match is funded by SB1 Road Maintenance and Rehabilitation Account (RMRA) funds. The Jensen Avenue Overlay project is located in Council District 3. The overall cost of the project is $2,798,500 and is funded by a federal grant from the Surface Transportation Block Grant Program (STBG). Local match is funded by SB1 Road Maintenance and Rehabilitation Account (RMRA) funds. Out of the overall budget, $2,219,535.45 will be used for the construction contract award. All funds required for the contract award are included in the current fiscal year budget, as previously adopted by the Council. The project will have no impact on the General Funds. Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague JENSEN AVENUE OVERLAY FROM STATE ROUTE 41 TO MARTIN LUTHER KING BLVD. N 0 1.5 30.75 Miles DEPARTMENT OFPUBLIC WORKS VICINITY MAP Project ID: PW00790Council District: 3 JENSEN AVENUE OVERLAY FROM STATE ROUTE41 TO MARTIN LUTHER KING BLVD. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1345 Agenda Date:9/28/2023 Agenda #: 1.-EE. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department BILLY P. ALCORN, Fire Chief Fire Department BY:FRANCISCO V. MAGOS II, PE, Assistant Director Capital Projects Department, Utilities and On-Site Project Management Division MIKE MOONEYHAM, PE, Licensed Professional Engineer Capital Projects Department, Utilities and On-Site Project Management Division SUBJECT Approve the First Amendment to the Consultant Services Agreement with RossDrulisCusenbery Architecture, Inc., of Sonoma, California in the amount of $2,951,601, for a total increased contract amount of $3,875,201 with a remaining contingency of $25,000 for professional architectural services for the design of plans and general construction contract documents for the Fresno Fire Department Regional Training Center (County of Fresno) RECOMMENDATION Staff recommends City Council approve the First Amendment to the Consultant Services Agreement with RossDrulisCusenbery Architecture, Inc., (Consultant) in the amount of $2,951,601, increasing the total contract amount to $3,875,201, with a remaining contingency of $25,000, for the Fresno Fire Department Regional Training Center and authorize the Capital Projects Director or designee to execute the First Amendment on behalf of the City of Fresno. EXECUTIVE SUMMARY The City and Consultant have completed program verification and schematic design documents, including probable construction cost estimates for the Fresno Fire Department Regional Training Center, which was originally planned to be located adjacent to the City of Fresno Police Department Regional Training Center. Due to high estimated construction costs exceeding available project funding, it was determined that a new project site would be required and the Fresno Fire Department identified the State Center Community College District (SCCCD) First Responders Center Campus as a potential solution. City staff, Fresno Fire Department, Consultant, and SCCCD have collaboratively developed site test fit studies for the Training Center that are in-line with the project City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 GB/AP 5-0 LC & MA ABSENT File #:ID 23-1345 Agenda Date:9/28/2023 Agenda #: 1.-EE. collaboratively developed site test fit studies for the Training Center that are in-line with the project budget and have reviewed those alternatives with project stakeholders. The original agreement included program verification,and schematic design documents for the original site location.City staff recommends continuing the progress of design,which necessitates updates to the schematic design documents,continuation of design development documents and includes design services to prepare full construction documents,bidding support and construction phase support. The project is funded by the California Governor’s Office of Emergency Services (Cal OES)State Grant pursuant to SB 129 in the amount of $25 million and an additional $1.5 million in General Fund dollars. BACKGROUND The City entered into an Agreement with RossDrulisCusenbery Architecture,Inc.,in January 2022 to provide 30%level schematic design site plans and probable construction cost estimates for the Fresno Fire Department Regional Training Center.City staff,Fresno Fire Department,and Consultant completed the Facility Program,Facility Master Plan,and Schematic Design Documents in September 2022 for the Training Center,which was originally planned to be located adjacent to the City of Fresno Police Department Regional Training Center at 6375 Central Avenue.The cost estimate developed at that time indicated that the development costs at the Central Avenue site exceeded Fresno Fire Department’s $26.5 million project budget and Fresno Fire Department explored other options to address its fire training facility needs.The Fresno Fire Department met with SCCCD to propose a shared training campus concept that collocated portions of the Fresno Fire Department training facility at the new SCCCD First Responders Center Campus located at 3300 North Avenue,which offered shared facility and training synergies and significant site improvement cost savings to Fresno Fire Department. Due to the change in project site location and the SCCCD facilities already existing and in development,the Facility Program,Facility Master Plan,and Schematic Design Documents for the Fresno Fire Department Regional Training Center must be updated for the project to continue to move forward.This amendment includes consultant services and fees necessary to update the program,plan,and schematics as well as services and fees for further project development including preparation of design development and construction documents,and services and fees associated with permit facilitation, bidding services, and construction phase services. The original agreement dated January 13,2022,allocated a total amount of $1,810,960,with a contingency amount of $25,000.To date,the City has been invoiced for $923,600 for work completed for the Central Avenue project site.Staff now recommends Council approve the First Amendment to the Consultant Services Agreement with RossDrulisCusenbery Architecture,Inc.,in the amount of $2,951,601,increasing the total contract amount to $3,875,201,with a remaining contingency of $25,000,for the Fresno Fire Department Regional Training Center and authorize the Capital Projects Director or designee to execute the First Amendment on behalf of the City of Fresno. The City Attorney’s Office has reviewed and approved this amendment as to form. City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1345 Agenda Date:9/28/2023 Agenda #: 1.-EE. ENVIRONMENTAL FINDINGS This contract amendment does not qualify as a project pursuant to California Environmental Quality Act (CEQA) Guidelines § 15378. LOCAL PREFERENCE Local preference was not implemented; this is an amendment to an existing agreement. FISCAL IMPACT The proposed project site is located in the County of Fresno.Costs for the design and construction of the Fresno Fire Department Regional Training Center will be funded by the California Governor’s Office of Emergency Services (Cal OES)State Grant pursuant to SB 129 in the amount of $25 million.An additional $1.5 million has been allocated from the General Fund for the design and construction of this facility.All funds required for the contract amendment are included in the current fiscal year budget, as previously adopted by the Council. Attachment(s): First Amendment to Agreement - RossDrulisCusenbery Architecture, Inc. Consultant Agreement Vicinity Map Location Map City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ Randall W. Morrison, PE Director Capital Projects Department Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague New Fire Station 10 N 0 1.5 30.75 Miles Project ID: XC00048Council District: 7 New Fire Station 10APN 57405001T VICINITY MAP DEPARTMENT OFPUBLIC WORKS District 7 City_Limits Fire Regional Training Center Fire Regional Training Center State Center Community College District Campus 3276 North Avenue Project ID: XC00052 Fresno County CAPITAL PROJECTS DEPARTMENT E Swift AveE Swift Ave E H oll a n d A v eE H oll a n d A v e N Blackstone AveN Blackstone AveCopyright nearmap 2015 4343 N. Blackstone Ave, Fresno, CA Project ID: CTWD0276 Council District: 4 LOCATION MAPN 0 60 12030 Feet DEPARTMENT OFPUBLIC WORKS Exhibit ASenior Center Senior Center Legend Proposed Senior Center City Limits Scope of Site Work Proposed Area of Work Parcel Line Fire Regional Training Center XC00052 CAPITAL PROJECTS DEPARTMENT 12 N 60 Feet 300 60 120 240 E North Ave S Willow Ave3276 North Avenue Fresno, CA 93725 Fresno County City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1346 Agenda Date:9/28/2023 Agenda #: 1.-FF. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department AARON A. AGUIRRE, Director Parks, After School, Recreation, and Community Services Department BY:FRANCISCO V. MAGOS II, PE, Assistant Director Capital Projects Department, Utilities and On-Site Project Management Division MIKE MOONEYHAM, PE, Licensed Professional Engineer Capital Projects Department, Utilities and On-Site Project Management Division SUBJECT Award a construction contract in the amount of $249,800 to MAG Engineering, Inc of Fresno, CA, as the lowest responsive and responsible bidder for the Demolition of Existing Building and Parking Lot at 4343 Blackstone Avenue project (Bid File No. 12302820) (Council District 4) RECOMMENDATION Staff recommends that Council award a construction contract to MAG Engineering, Inc. in the amount of $249,800, as the lowest responsive and responsible bidder, for the demolition of an existing building and parking lot at 4343 Blackstone Avenue to clear the parcel for construction of the new Senior Activity Center and authorize the Capital Projects Director or designee to sign a standardized construction contract on behalf of the City of Fresno. EXECUTIVE SUMMARY In July 2022, Council approved the purchase of the property located at 4343 Blackstone Avenue for the construction of the new Senior Activity Center. A vacant 40,000 square-foot building currently occupies the property, which must be demolished for the development of the Senior Activity Center. The construction contract award is for $249,800 and is fully funded through Community Development Block Grant (CDBG) funding, which was included in the adoption of the 2023-2024 Annual Action Plan. BACKGROUND On July 25, 2022, Council adopted the 2 nd amendment to the Annual Appropriation Resolution No. City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 TM/AP 6-0 LC ABSENT File #:ID 23-1346 Agenda Date:9/28/2023 Agenda #: 1.-FF. On July 25,2022,Council adopted the 2nd amendment to the Annual Appropriation Resolution No. 2022-154 appropriating $4,993,300 in CDBG funds for the acquisition of 4343 Blackstone Avenue (APN 426-253-17)and 4323-4333 Blackstone Avenue (APN 426-253-19)and approved the agreement for purchase and sale of the two parcels totaling 5.51 acres for the development of the new Senior Activity Center and Affordable Housing project,also utilizing $1,466,800 of Measure P funds to complete the $6,460,100 acquisition. The development of the new citywide Senior Activity Center will allow the City to expand services to the community by connecting seniors to vital resources that have been requested,including but not limited to the senior hot meals program,health and fitness programs,wellness programs, transportation services,volunteer opportunities,educational and arts programs,and technology programs.The proposed 30,000 square foot facility will consist of specific features and amenities that will be determined through a community engagement process and may include features such as community education rooms,aquatic facilities,a commercial kitchen,multi-purpose spaces,and indoor and outdoor recreational and fitness facilities.In order to develop the new Senior Activity Center,the existing 40,000 square-foot building and adjacent parking lot at 4343 Blackstone Avenue must be demolished. On April 27,2023,Council adopted Resolution 2023-134,adopting the 2023-2024 Annual Action Plan in application to the U.S.Department of Housing and Urban Development (HUD)Office of Community Planning and Development (CPD)entitlement grant programs,which recommended the allocation of $1 million in CDBG funds for the demolition of the building occupying the land acquired for the development of the Senior Activity Center.On June 22,2023,upon completion of the required 45-day HUD review period,a Notice of Grant Authorization (NOGA)was issued to the Parks,After School,Recreation,and Community Services (PARCS)Department by the Planning and Development Department and staff began the process of soliciting bids for the demolition of the building. The development of demolition plans and specifications was completed by City staff.On July 14, 2023,staff published a Notice Inviting Bids,which was advertised on Planet Bids and in The Business Journal.Project plans and specifications were distributed to 40 prospective bidders.Nine sealed bid proposals were received and opened in a public bid opening on August 8,2023,with bids ranging from $249,800 to $848,916.99.MAG Engineering,Inc.of Fresno,CA,with their bid of $249,800 was determined to be the lowest responsive and responsible bidder.The apparent low bid price was 67%below the Engineer’s Estimate.The expiration date of the bids is October 11,2023.If the bids are rejected or expire,the project must be rebid which will result in a delay of approximately 120 days. The Community Workforce Agreement (PLA),adopted by Council in September 2021,does not apply to this contract because the engineer’s estimate for this project was less than $1 million,pursuant to the terms of the PLA. Staff recommends approval of the construction contract with MAG Engineering,Inc.in the amount of $249,800,as the lowest responsive and responsible bidder,and authorization of the Capital Projects Director or designee to execute the contract on behalf of the city of Fresno. The City Attorney’s Office has reviewed and approved as to form the construction contract. City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1346 Agenda Date:9/28/2023 Agenda #: 1.-FF. ENVIRONMENTAL FINDINGS NEPA Pursuant to the National Environmental Policy Act (NEPA)guidelines,a Phase I Environmental Site Assessment was completed and summarized in a report dated January 27,2022.The NEPA review concluded a Finding of No Significant Impact.The Housing and Community Development Division received authorization to use grant funds from the U.S.Department of Housing and Urban Development on May 27, 2022. CEQA Council adopted an addendum to the Mitigated Negative Declaration as prepared for Environmental Assessment No.P23-02319,dated April 21,2023,for the Senior Activity Center and Affordable Housing Project on July 20,2023.The Project Description included demolition of the grocery store building and was environmentally assessed in the initial study resulting in the finding of a Mitigated Negative Declaration.Staff has performed an analysis pursuant to CEQA Guidelines §15162 and determined that no substantial changes have occurred with respect to the circumstances under which an addendum to the Mitigated Negative Declaration as prepared for Environmental Assessment No. P23-02319 was adopted,and that no new information,which was not known and could not have been known at the time an addendum to the Mitigated Negative Declaration as prepared for Environmental Assessment No.P23-02319 was adopted has become available.Based upon these findings,it has been determined that no further environmental documentation is required for this project. LOCAL PREFERENCE MAG Engineering, Inc. is a local business, as defined by the Fresno Municipal Code. FISCAL IMPACT The proposed demolition contract will have no impact to the General Fund.Funding for this project is provided by the CDBG grant program and all funds required for the contract award are included in the current fiscal year budget, as previously adopted by the Council. Attachment(s): Sample Contract Bid Evaluation Fiscal Impact Statement Vicinity Map Location Map City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ CDBG/HUD PW DIVII 1.34 rev. 04/21 SAMPLE CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” for the following: [Title] (Bid File No. [Bid File No.]) [Alternates (if any)] copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, including Performance and Payment Bonds, if required, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. For the monetary consideration of [Written Dollar Amount] dollars and [Written Cents Amount] cents ($[Amount]), as set forth in the Bid Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, under the direction and to the satisfaction of the City’s “Engineer,” and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. Payment. 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. The Contractor agrees to accept electronic payment from City. 4. Indemnification. To the furthest extent allowed by law including California Civil Code Section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor’s obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or willful misconduct, of City or any of its officers, officials, employees, agents, or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harm less and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 5. Trench Shoring Detailed Plan. Contractor acknowledges the provisions of Section 6705 of the California Labor Code and, if said provisions are applicable to this Contract, agrees to comply therewith. 6. Worker’s Compensation Certification. In compliance with the provisions of Section 1861 of the California Labor Code, Contractor hereby certifies as follows: I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this Contract and will make my subcontractors aware of this provision. [Signatures follow on the next page.] CDBG/HUD PW DIVII 1.35 rev. 04/21 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: DPW-S 23.0 Formal PWI/07-30-18 CITY OF FRESNO, a California municipal corporation By: [Name], [Title] Department of Public Works Dated: No signature of City Attorney required. Standard Document #DPW-S 23.0 Informal PWI has been used without modification, as certified by the undersigned. By: [City Certifier Name] [City Certifier Title] Department of Public Works ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] Evaluation Form With DBE No Goal Rev. 07-2022 FISCAL IMPACT STATEMENT PROGRAM: Demolition of Existing Building and Parking Lot at 4343 North Blackstone Avenue. PC00411 and 179900286. Inv. No. 12302820 TOTAL OR ANNUALIZED RECOMMENDATION CURRENT COST Direct Cost $249,800 $0 Indirect Cost $106,580 $0 TOTAL COST $356,380 $0 Additional Revenue or Savings Generated $0 $0 Net City Cost $356,380 $0 Amount Budgeted (If none budgeted, identify source) $1,000,000 $0 SUMMARY OF INDIRECT COSTS: PE Costs $14,200 Right-of-Way $ 0 Construction Engineering $62,400 PG&E Demolition $ 5,000 Contingency $24,980 Total Indirect Cost $106,580 Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Senior Center N 0 1.5 30.75 Miles Project ID: CTWD0276Council District: 4 Senior CenterVICINITY MAP DEPARTMENT OFPUBLIC WORKS District 4 City_Limits 4343 Blackstone Demolition 4343 N. Blackstone Ave, Fresno, CA PC00411 CAPITAL PROJECTS DEPARTMENT E Swift AveE Swift Ave E H oll a n d A v eE H oll a n d A v e N Blackstone AveN Blackstone AveCopyright nearmap 2015 4343 N. Blackstone Ave, Fresno, CA Project ID: CTWD0276 Council District: 4 LOCATION MAPN 0 60 12030 Feet DEPARTMENT OFPUBLIC WORKS Exhibit ASenior Center Senior Center Legend Proposed Senior Center City Limits Scope of Site Work E Holland Ave E Swift Ave N Blackstone AveLimits of Demolition Parcel Line City Limits 4343 Blackstone Demolition PC00411 CAPITAL PROJECTS DEPARTMENT 12 N 60 Feet 300 30 60 120 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1249 Agenda Date:9/28/2023 Agenda #: 1.-GG. REPORT TO THE CITY COUNCIL FROM: GREGORY A. BARFIELD, M.A., Interim Director Department of Transportation BY:CAROLINA ILIC, AICP, Assistant Director Department of Transportation SUSAN ROGERS, IS Supervisor Department of Transportation/IS Division SUBJECT Actions related to the award of an annual software and hardware service contract with Trapeze Software Group, Inc., dba Vontas, of Cedar Rapids, Iowa, in the amount of $2,168,965: 1. Affirm the City Manager’s determination that Trapeze Software Group, Inc. dba Vontas, is uniquely qualified to perform software and hardware maintenance services for the Department of Transportation’s Computer Aided Dispatch/Automated Vehicle Locator (CAD/AVL) system. 2. Affirm the City Manager’s determination that Trapeze Software Group, Inc. dba Vontas is uniquely capable as defined by the Federal Transit Administration for sole source non- competitive procurements, to perform software and hardware maintenance services for the Department of Transportation’s CAD/AVL system. 3. Award a three-year, with two 1-year optional extensions, software and hardware maintenance service agreement to Trapeze Software Group, Inc., dba Vontas, of Cedar Rapids, Iowa, in the amount of $2,168,965. 4. Authorize the Director of Transportation or designee to execute all related documents. RECOMMENDATION Staff recommends Council affirm the City Manager’s determination that Trapeze Software Group, Inc. dba Vontas (Vontas), is uniquely qualified and uniquely capable to perform maintenance services for the CAD/AVL system, and to authorize the Director of Transportation/Fresno Area Express (FAX) or designee, to execute all related documents and award a service agreement with Vontas in the amount of $2,168,965. EXECUTIVE SUMMARY FAX seeks to maintain the integrity of its Computer Aided Dispatch/Automated Vehicle Locator (CAD/AVL) system, which was upgraded last year and currently serves as a state-of-the-art system. This technology connects FAX vehicles seamlessly with back-office scheduling and dispatch software; collects vital data used by dispatchers such as GPS locations, schedule adherence, status, vehicle breakdowns, and emergencies; and integrates with vehicle head signs, annunciators, and passenger information systems. The technology that FAX utilizes is proprietary and only accessible to City of Fresno Printed on 10/3/2023Page 1 of 2 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1249 Agenda Date:9/28/2023 Agenda #: 1.-GG. annunciators,and passenger information systems.The technology that FAX utilizes is proprietary and only accessible to its original vendor,Vontas.FAX seeks to enter into an annual maintenance service agreement with Vontas to continue to receive support for both software and hardware, including software patches and upgrades. BACKGROUND In April 2022,Council authorized FAX to work with Vontas to upgrade its existing CAD/AVL system from version 15 to version 21.FAX relies on a CAD/AVL system as the primary form of communication between dispatch and vehicles.The system connects the vehicles seamlessly with back-office scheduling and dispatch software.It automatically collects vital data used by dispatchers such as GPS locations,schedule adherence,status,vehicle breakdowns,and emergencies, and integrates with vehicle head signs,annunciators,and passenger information systems.The upgraded system provides FAX with increased functionality and new features enhancing bus operations and customer experience. The old CAD/AVL system was limited and could only transmit basic vehicle telematics and GPS locations every 40-60 seconds.The upgraded system transmits data in real-time enabling additional features not previously possible.This includes turn-by-turn navigation,live operational data,and live vehicle health analytics.Vehicle health analytics allow FAX to predict maintenance needs before catastrophic failure occurs.Additionally,the upgraded system integrates with the onboard automatic passenger counters and transmits real-time passenger loads back to dispatch.In the future,this data can be published in real-time to riders via mobile applications.Finally,the transmission of real-time data assists FAX with managing on-time performance and schedule adherence, benefiting the entire system. On May 3,2023,FAX staff completed a cost analysis using service agreement awards by Alameda-Contra Costa Transit (AC Transit)in CA,Hampton Roads Transit (HRT)in Norfolk,VA,and OmniTrans in San Bernadino Valley in CA. Although the service agreements cover different components,the analysis shows that the differences between the prices paid by AC Transit and HART in 2013 and 2017 are within 5%of what FAX will be paying for its five-year contract.After careful research,FAX staff determined that Vontas’s maintenance of this software and hardware best meets these needs, including integration with existing transit software products. The City Attorney has approved the contract as to form. ENVIRONMENTAL FINDINGS By definition provided in the California Environmental Quality Act Guidelines Section 15378,the award of this contract is exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference is not applicable because the service provider is uniquely qualified. FISCAL IMPACT This contract has no fiscal impact on the General Fund.This contract will be funded by Federal Transit Administration Program 5307 funds.FAX enterprise funds will make up the required local match.Appropriations were included and are available in the FAX FY24 budget. Attachments: Uniquely Qualified and Uniquely Capable Memorandum Service Agreement between FAX and Trapeze Software Group, Inc. dba Vontas City of Fresno Printed on 10/3/2023Page 2 of 2 powered by Legistar™ -1 SERVICE AGREEMENT CITY OF FRESNO, CALIFORNIA THIS AGREEMENT (Agreement or Contract) is made and entered into effective the 1st day of July 2023, by and between the CITY OF FRESNO, a California municipal corporation (City or Recipient or Purchaser), and TRAPEZE SOFTWARE GROUP, INC. dba Vontas, a Delaware corporation (Service Provider or Contractor). RECITALS WHEREAS, City desires to obtain professional transit equipment and software maintenance services for its licensed TransitMaster™ equipment and software (Project); and WHEREAS, Service Provider is engaged in the business of furnishing such services as passenger transportation management solutions and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, Service Provider acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107; and WHEREAS, this Agreement will be administered for the City by its Director of Transportation (Administrator) or designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. Service Provider shall perform the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through June 30, 2026, subject to any earlier termination in accordance with this Agreement. This Agreement allows City the unilateral right to exercise two (2), one-year options, in accordance with the terms provided for in Exhibit A. The services of Service Provider as described in Exhibit A are to commence upon July 1, 2023 and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. 3. Compensation. (a) Service Provider's sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total not to exceed the current fee set forth per year, paid in advance on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit A. Such fee includes all expenses incurred by Service Provider in performance of the services. (b) Detailed statements shall be rendered on an as needed basis for services performed for all charges in excess of or addition to the total annual "base" charge reflected in the pricing payment schedule in Exhibit A, Attachment B, Pricing and will be payable in the normal course of City business. City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. -2 (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to Service Provider's compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. Service Provider shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 4. Termination, Remedies, and Force Majeure. (a) This Agreement shall terminate without any liability of City to Service Provider upon the earlier of : (i) Service Provider's filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against Service Provider; (ii) ninety (90) calendar days' prior written notice with or without cause by either party to the other party; (iii) City's non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. During the ninety (90) calendar day notice period, the applicable maintenance fees will remain payable. Prior to Agreement being terminated for cause, City shall allow Service Provider adequate opportunity to cure. (b) Immediately upon any termination or expiration of this Agreement, Service Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to City any and all unearned payments on a prorated basis and all properties and materials in the possession of Service Provider that are owned by City. Subject to the terms of this Agreement, Service Provider shall be paid compensation for services satisfactorily performed prior to the effective date of termination. Service Provider shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In no event shall any payment by City pursuant to this Agreement constitute a waiver by City of any breach of this Agreement which may then exist on the part of Service Provider, nor shall such payment impair or prejudice any remedy available to City with respect to the breach. (d) Upon any breach of this Agreement by Service Provider, City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct damages, for the breach of the Agreement as awarded by a court of competent jurisdiction. If it is determined that City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) Service Provider shall provide City with adequate written assurances of future performance, upon Administrator's request, in the event Service Provider fails to comply with any terms or conditions of this Agreement. (f) Service Provider shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Service Provider and without its fault or negligence such as, acts of God or the public enemy, acts of City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Service Provider shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence. -3 5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other materials prepared or assembled by Service Provider pursuant to this Agreement pursuant to the City's data shall not be made available to any individual or organization by Service Provider without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, Service Provider shall not, without the prior written consent of City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in City. (b) Service Provider shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 5. (d) Service Provider acknowledges that City is subject to the California Public Records Act (California Government code Sections 6250 et. seq.) (Act) regarding the disclosure of public records. This Agreement constitutes a public record available for public inspection. If Service Provider, in the course of work under this Agreement, provides proprietary information (Confidential Information) to City, such Confidential Information shall be clearly marked by Service Provider with the legend, "Company Confidential," "Trade Secret," or another appropriate proprietary legend. If City receives a request for information, the City will notify Service Provider of such request. In the event City discloses Service Provider's Confidential Information (following notification to Service Provider) that is legally required to be disclosed under the Act in response to a Public Records Act request from a third party pursuant to the Act, Service Provider agrees to release and hold City harmless from any and all liability owing to Service Provider as a result of such disclosure. Notwithstanding the other provisions of this Article, nothing received by City hereunder shall be construed as Confidential Information which (i) is or becomes available to the public other than by a breach of this Agreement by a party hereto; (ii) is rightfully received by one party hereunder from another party not obligated to this Agreement, and without confidential limitations; (iii) is known by or independently developed by the receiving party; (iv) is approved for release by that party designating the information as confidential; or (v) has been developed by City under this Agreement. (e) The user documentation and training materials pertaining to the system as supplied by Service Provider (Documentation) whether proprietary to Service Provider or a third party, is licensed to City. Ownership of any intellectual property contained in the Documentation shall remain the sole and exclusive property of Service Provider or any applicable third party as the case may be. City shall not copy, modify, reverse engineer, or disassemble the Documentation or permit others to do such to the Documentation; provided, however, that City may make copies of the Documentation as necessary for back up, testing, integration and data-warehousing purposes to operate the System. City shall not transfer the license granted hereby or possession of the Documentation except as part of or with the equipment, such transfer being subject to the restrictions contained herein. (f) This Section 5 shall survive expiration or termination of this Agreement. 6. Level of Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as Service Provider represents to City that Service Provider and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the -4 standards of said industry necessary to perform the services agreed to be done by it under this Agreement, City relies upon the skill of Service Provider and its subcontractors, if any, to do and perform such services in a skillful manner and Service Provider agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by City shall not operate as a release of Service Provider or any subcontractors from said industry and professional standards. 7. Indemnification. To the furthest extent allowed by law, Service Provider shall indemnify and defend City and each of its officers, officials, employees, and agents from any third party suits, actions, and claims, all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including personal injury, death at any time and tangible 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 solely out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Service Provider, its principals, officers, employees, or agents in the performance of this Agreement (Third Party Claim), provided that: (a) City shall promptly give written notice to Service Provider after obtaining knowledge of any potential or actual Third Party Claim against City if recovery being sought against Service Provider is due to the indemnity set forth above; (b) Service Provider will have the right to defend City against any such Third Party Claim with counsel of Service Provider's choice. In addition, City may retain separate co- counsel, at its sole cost and expense, to monitor the defense of the Third Party Claim, provided however, that Service Provider shall have the right to control the defense of such Third Party Claim in Service Provider's sole discretion. (c) City will not consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of Service Provider. (d) City will not enter into any settlement with respect to such Third Party Claim without the prior written consent of Service Provider. (e) City shall cooperate with all reasonable request of Service Provider in connection with the defense of such Third Party Claim; and (f) To the extent reasonably possible, City shall use its good faith efforts to mitigate any losses against which Service Provider is obligated to indemnify City pursuant to this Section. If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall require each subcontractor to indemnify, 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, provided the subject matter of the indemnity occurred during the term of the Agreement. 8. Insurance. (a) Throughout the life of this Agreement, Service Provider shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in its sole discretion. The required policies of insurance -5 as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. (b) If at any time during the life of the Agreement or any extension, Service Provider or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Service Provider shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Service Provider of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability under the provisions of this Agreement regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability under the provisions of this Agreement nor limit the liability of Service Provider, its principals, officers, agents, employees, or persons under the supervision of Service Provider, vendors, suppliers, invitees, Service Providers, sub- Service Providers, subcontractors, or anyone employed directly or indirectly by any of them. (d) Upon request of City, Service Provider shall promptly furnish City with a copy of an insurance certificate on the Accord form as required under this Agreement, including all endorsements. This requirement shall survive expiration or termination of this Agreement. (e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall require each subcontractor/sub- Service Provider to provide insurance protection in favor of the City, 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 endorsement certificates, which shall be on file with Service Provider and City prior to the commencement of any services by the subcontractor. 9. Conflict of Interest and Non-Solicitation. (a) Prior to City's execution of this Agreement, Service Provider shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, Service Provider shall have the obligation and duty to promptly notify City in writing of any change to the information provided by Service Provider in such statement. (b) Service Provider shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). Service Provider shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of -6 interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, Service Provider shall promptly notify City of these facts in writing. (c) In performing the work or services to be provided hereunder, Service Provider shall not employ or retain the services of any person while such person either is employed by City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) Service Provider represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (e) Service Provider and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, Service Provider shall remain responsible for complying with Section 9(a), above. (f) If Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, Service Provider shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. 10. Recycling Program. In the event Service Provider maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, Service Provider at its sole cost and expense shall: (i) Promptly establish and maintain a viable and ongoing recycling program, approved by City's Solid Waste Management Division, for each office and facility. Literature describing City recycling programs is available from City's Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621- 1111. (ii) Promptly 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. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee. (b) Records of Service Provider's expenses for those charges in excess of the total annual "base" charge reflected in the pricing and payment schedule in Exhibit A, Attachment B, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives upon request at Service Provider's offices, during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of Service Provider pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of -7 time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to City until such action is resolved, or until the end of said time period whichever shall later occur. If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement. 12. Nondiscrimination. To the extent required by controlling federal, state, and local law, Service Provider shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, Service Provider agrees as follows: (a) Service Provider will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) Service Provider will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Service Provider shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Service Provider's employment practices including, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. (d) Service Provider will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of Service Provider's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 12. 13. Independent Contractor. (a) In the furnishing of the services provided for herein, Service Provider is acting solely as an independent contractor. Neither Service Provider, nor any of its officers, -8 agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of City for any purpose. City shall have no right to control or supervise or direct the manner or method by which Service Provider shall perform its work and functions. However, City shall retain the right to administer this Agreement so as to verify that Service Provider is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between Service Provider and City. Service Provider shall have no authority to bind City absent City's express written consent. Except to the extent otherwise provided in this Agreement, Service Provider shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, Service Provider and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. Service Provider shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, Service Provider shall be solely responsible, indemnify, and defend the City from all matters relating to employment and tax withholding for and payment of Service Provider's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered employees of City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Service Provider may be providing services to others unrelated to City or to this Agreement. 14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 16. Assignment. (a) This Agreement is personal to Service Provider and there shall be no assignment by Service Provider of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by Service Provider, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. Notwithstanding the foregoing, Service Provider may assign its rights and interests by way of internal merger or acquisition with notice to City. (b) Service Provider hereby agrees not to assign the payment of any monies due Service Provider from City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due Service Provider directly to Service Provider. 17. Compliance With Law. In providing the services required under this Agreement, Service Provider shall at all times comply with all applicable laws of the United States, the State -9 of California and City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. The parties specifically exclude the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. 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 as awarded by a court of competent jurisdiction. 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. 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 including those terms which may be contained on City's Purchase Order. This Agreement may be -10 modified only by written instrument duly authorized and executed by both City and Service Provider. No other terms, conditions, representation, warranties, or guarantees shall form a part hereof or have any legal effect whatsoever. 29. Federal Clauses. Notwithstanding anything in this Agreement, including any exhibit hereto, to the contrary, the parties agree that: (i) Service Provider shall be subject only to those federal, state, and local government requirements set forth in Exhibit D that are applicable to Service Provider’s performance of this agreement; and (ii) the products sold and software licensed hereunder are off-the-shelf and (iii) such federal, state, and local government requirements in Exhibit D shall: a) be in effect only to the extent that such clauses are applicable to the subject matter hereof; b) recognize that no DBE contract goal has been established for this contract; c) not transfer ownership of any intellectual property; d) not include any bond requirements for this agreement; e) not include any company policies that are outside of the applicable statutory requirements; f) not include any additional rights or remedies not found in the body of the Agreement (including but not limited to additional audit rights); g) not include any liquidated damages; h) be applicable, for audit purposes, at Service Provider’s location during normal business hours; and i) not include any requirement that requires Service Provider to give up any of its legal rights. Further, should such federal, state, and local government requirements cause the scope, schedule, or deliverables to change, then that parties agree that Service Provider shall be allowed an equitable adjustment. [Signatures follow on the next page.] -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: Gregory A. Barfield, Interim Director, Dept. of Transportation APPROVED AS TO FORM: City Attorney ANDREW JANZ By: Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CRM MMC City Clerk By: TRAPEZE SOFTWARE GROUP, INC. doing business as VONTAS a Delaware Corporation By: Name: Mark Miller Title: Chief Executive Officer (If corporation or LLC., Board Chair, Pres. Or Vice Pres.) By: Name: Geoff Allan Title: Chief Financial Officer (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Deputy Addresses: CITY: City of Fresno Attention: Carolina Ilic, Assistant Director 2223 G Street Fresno, CA 93706 Phone: (559) 621-1499 FAX: (559) 488-1065 SERVICE PROVIDER: Trapeze Software Group, Inc., dba Vontas 5265 Rockwell Dr Cedar Rapids, IA 52402 Phone: 319-743-4522 Attachments: 1.Exhibit A - Scope of Services 2.Exhibit B - Insurance Requirements 3.Exhibit C - Conflict of Interest Disclosure Form 4.Exhibit D - Federal Requirements 5.Exhibit E - Non-Lobbying Certification 6.Exhibit F - Buy America -12 EXHIBIT A SCOPE OF SERVICES Service Agreement between City of Fresno and TRAPEZE SOFTWARE GROUP, Inc., dba VONTAS PROFESSIONAL TRANSIT EQUIPMENT AND SOFTWARE MAINTENANCE SERVICES FOR ITS LICENSED TRANSITMASTER™ EQUIPMENT AND SOFTWARE (follows next page) -13 Exhibit A Trapeze Software Group, Inc., dba VONTAS Scope of TransitMaster™ Equipment And Software Maintenance Agreement Trapeze Software Group, Inc., dba VONTAS ("Seller", "Trapeze", “Vontas” or "CONSULTANT") hereby agrees to furnish “TRANSITMASTER" Systems Equipment and Software and other named maintenance services consisting of the necessary parts, labor, and testing of all City of Fresno ("Buyer", "City", "Fresno Area Express", or "FAX") Buyer-owned Equipment and Software listed in Attachment A in accordance with the terms and conditions of the Agreement to which this Exhibit A is attached and this Exhibit A. Buyer agrees to use Seller as the maintenance vendor for all Equipment and Software listed. Buyer agrees to purchase and pay for such services subject to the following terms and conditions: WHEREAS Buyer wishes to participate in Seller's annual maintenance program; WHEREAS Seller is the owner of the rights to certain software identified under Attachment A (Collectively "Software"), including copyright, trademark, trade secret and other intellectual property rights; WHEREAS Seller has granted Buyer certain rights regarding the Software that enable Buyer to use the Software under the terms and conditions specified under the granted license; and WHEREAS, The Equipment and Software covered by this Exhibit are identified in Attachment A, Schedule of Covered Equipment and Software, and pricing for this coverage is identified in Attachment B, Pricing Schedule. NOW, THEREFORE, the parties agree as follows: 1) DEFINITIONS. A. Rogue Unit: Equipment that exhibits a recurring problem subject to the following: i. The undesired symptom reported is the same for three (3) sequential removals, and ii. The undesired interval is seven (7) operating days G. Service Notification: A notification or bulletin provided by Seller that describes a change to Equipment or Software. H. Trade Secrets: Any information proprietary to either party (including software source code), concerning a design, process, procedure, formula, or improvement that is commercially valuable and secret (in the sense that the confidentiality of such information affords a competitive advantage to the owner), but shall not include any information that (1) is or becomes generally known to the public through no fault of the recipient; (2) is obtained without restriction from an independent source having a bona fide right to use and disclose such information, without restriction as to further use or disclosure; (3) the recipient independently develops through persons who have not had access to such information; or (4) the disclosing party approves for unrestricted release by written authorization. I. Trapeze Equipment {"Equipment"}: The Trapeze proprietary equipment units identified in Attachment A of this Exhibit. or less. B. Turnaround Time: Commences on the date of receipt by Seller's Service Center, and continues to the date of J. Trapeze Software ("Software"): proprietary software applications Attachment A of this Exhibit. The Trapeze identified in shipment back to Buyer. C. No Fault Found ("NFF") / No Trouble Found ("NTF"l: Equipment which requires no repair, replacement or adjustment by Seller in order to return it to a serviceable level in accordance with Article 8, NO FAULT FOUND ("NFF") / NO TROUBLE FOUND ("NTF") EQUIPMENT RETURNS. 0. Updates and Upgrades: Those improvements to the Equipment or Software that Seller generally makes available as part of the annual maintenance program. E. Priority One (1) Variance: An Equipment or Software performance anomaly resulting in the loss or use of critical system functions to the extent that such loss affects the safety of the public and/or personnel. F. Priority Two (2) Variance: An Equipment or Software deficiency of lesser severity than a Priority One (1) that does not substantially reduce the capability of the system to accomplish its primary system functions (e.g., vehicle communications and AVL). Priority Two (2) Variances indicate functional and/or performance deficiencies, but the system is still capable of accomplishing its primary system functions with a satisfactory degree of safety and effectiveness. A Priority One (1) Variance for which an acceptable workaround has been established shall be reassigned to a Priority Two (2). 2) MAINTENANCE SERVICES PROVIDED. Seller agrees to provide the following Equipment and Software maintenance services during the term of this Agreement: A. Seller shall maintain the Equipment and Software in conformity, and in all material respects, with the descriptions and specifications of the Equipment and Software in effect at the time of the execution of this Agreement including this Exhibit; B. Seller shall send Buyer mailings regarding Updates and Upgrades of the Equipment and Software; C. Seller shall provide phone support to Buyer's authorized callers to assist with troubleshooting of installation, configuration, and operational problems of covered Equipment and Software. i. Calls received for Priority One (1) Variances shall be returned within one (1) hour. ii. Calls received for Priority Two (2) Variances shall be returned within four (4) hours. iii. Calls received for Priority Three (3) shall be returned within one (1) business day. iv. Calls received for Priority Four (4) shall be returned within two (2) business days. The toll free number for all calls to Seller is 1-877-411-8727. Buyer shall provide Seller with remote access to Buyer's computers on which the Software is installed. Seller shall provide Updates and Upgrades to the Software via remote connection or -14 Trapeze Software Group, Inc., dba VONTAS TransitMaster™ Equipment and Software Maintenance Agreement at its sole discretion, load the software onto the system while on site. All media used to load software on-site shall remain in the possession and control of Seller. Should the Buyer request any on-site maintenance services, Seller reserves the right to charge its standard applicable service fees plus expenses related to such services. Seller does not represent or warrant that (a) the Equipment or Software shall meet any or all of Buyer's particular requirements; (b) the operation of the Equipment or Software shall be error-free or uninterrupted. 3) TERM OF THIS AGREE.MENT. The term of this Agreement shall commence on the Effective Date set forth in the Agreement, and shall continue through June 30, 2026, unless (1) this Agreement is cancelled in accordance with Article 4 of the Agreement, Termination, Remedies, and Force Majeure; or (2) if Buyer elects to exercise renewal option(s) pursuant to Article 4 OPTION TO RENEW, then, in that event, upon expiration of the term of renewal. 4) OPTION TO RENEW. Option to Renew for two (2) additional (1) year periods is provided for in Attachment B. Buyer must exercise the option to renew prior to expiration of this Agreement including this Exhibit. If more than one (1) option to renew is contained in Attachment B, Buyer must exercise any subsequent option to renew prior to the expiration of the then current option. 5) PAYMENT AND PRICING TERMS. Buyer shall pay Seller on a "firm fixed price" basis, in US dollars, in accordance with the Maintenance Plan Fees, attached to and, by this reference, incorporated into this Agreement including this Exhibit. Terms of payment shall be net thirty (30) days from date of invoice. If Buyer determines that an invoice does not comply with the terms of this Agreement including this Exhibit, Buyer shall notify Seller in writing, via certified mail, within seven (7) business days of receipt of invoice, Buyer shall pay all undisputed portions of the invoices submitted by Seller within the payment terms stated herein. In the event Buyer declines, for any reason, to pay any invoice(s) when due, in addition to any other rights reserved hereunder, Seller reserves the right to suspend or limit performance until all past due sums are paid. In addition, Seller reserves the right to assess a monthly fee of two percent {2%) of the open balance payable to Seller by Buyer. Buyer understands and agrees that the two percent (2%) fee constitutes an administrative cost rather than a penalty. Time and Material rates are subject to change with notice and are set forth under Attachment B. Time and Material rates shall apply to any repair services for any Equipment covered under Article 8, NO FAULT FOUND / NO TROUBLE FOUND EQUIPMENT RETURNS, and any Equipment and Software covered under Article 7, EQUIPMENT AND SOFTWARE EXCLUDED FROM MAINTENANCE SERVICE COVERAGE. Seller shall invoice Buyer at the address set forth below for services provided hereunder. Invoice a dress: Fresno Area Express Administration Attn: Information Services Supervisor 2223 G Street Fresno, CA 93706 6) TAXES AND FEES. The prices stated do not include any state, federal or local sales or excise taxes, or duties, now in force or which may be enacted in the future, and may be applicable to the sale, delivery or use of goods. Buyer expressly agrees to pay Seller, in addition to the prices stated, the amount of any such taxes which may be imposed upon or payable by Seller. Buyer shall provide tax exemption certificate if Buyer is tax exempt. 7) EQUIPMENT AND SOFTWARE EXCLUDED FROM MAINTENANCE SERVICE COVERAGE. In the event that Equipment and Software covered under the Agreement is (i) subjected to any of the conditions below by Buyer or any Third Parties or (ii) excluded from maintenance services by notification of Seller, such Equipment and Software shall be excluded from maintenance service coverage. A. Equipment or Software subjected to carelessness or negligence; B. Equipment or Software subjected to cannibalization or vandalism; C. Equipment or Software subjected to alteration or repair in a manner which conflicts with Seller's written repair procedures, specifications, and license terms; D. Equipment or Software subjected to inadequate packing, storage or handling; E. Equipment or Software subjected to fire, wind, flood, leakage, collapse, lightning, explosion, or other Acts of God, including but not limited to, Acts of War (declared or undeclared), terrorism, or the public enemy; F. Software altered as a result of Third Party service bulletins; and G. Equipment or Software excluded from maintenance services through a ninety (90) calendar day notification by Seller. The parties further agree that the above maintenance services shall not include services which may be required to identify or correct errors, defects or performance issues in the Trapeze Software or the Trapeze Equipment which are caused by the actions or omissions of the Buyer, its employees, contractors or vehicle riders. 8) NO FAULT FOUND ("NFF"J / NO TROUBLE FOUND ["NTF"l EQUIPMENT RETURNS. Equipment returned for repair under this Agreement including this Exhibit and subsequently determined by Seller to be NTF or NFF is subject to the Time and Material pricing contained in Attachment B. 9) ROGUE UNIT, Seller shall apply special testing and repair to any Rogue Unit at no additional charge to Buyer. Any special testing and repair shall not be subject to Article 13, TURN AROUND TIME ON EQUIPMENT RETURNS. 10) EQUIPMENT RETURNS. Buyer shall send all Equipment covered by the Agreement directly to the designated Seller Service Center outlined in the Return Materials Authorization ("RMA") Request Process, Attachment D. Upon repair, Seller shall return the Equipment to Buyer's designated receiving facility, or other locations as designated by Buyer's applicable Return Order. Cost of shipping to the designated Seller Service Center shall be borne by Buyer. Cost of shipping the repaired Equipment to the Buyer's facilities shall be borne by Seller unless the Equipment is deemed NFF / NTF. 11) EQUIPMENT PARTS SUBSTITUTION. Seller reserves the right to substitute functionally equivalent parts for those parts returned to Seller for repair. -15 Trapeze Software Group, Inc. dba Vontas TransitMaster™ Equipment and Software Maintenance Agreement 12) REPAIR/ DIAGNOSIS DOCUMENTATION. Prior to delivery to Seller of Equipment to be repaired, Buyer shall provide Seller with Buyer's normal return order, which shall include the following information: A. Date of performance anomaly; B. Vehicle Number; C. Detailed system description of performance anomaly; D. Type number, part number, and serial number of the Equipment; E. Buyer Return/ Repair Order Number; and, F. Ship To address and Contact Name for return of Equipment to Buyer. 13) TURNAROUND TIME ON EQUIPMENT RETURNS. Seller shall provide a Turnaround Time of thirty (30) calendar days for Equipment listed in Attachment A which is returned to Seller in accordance with Attachment D. 14) DOCUMENTATION OF SOFTWARE DIFFICULTY. Upon the identification of a possible fault or difficulty within any of the Software to be supported hereunder, Buyer shall promptly issue a trouble report to Seller that shall include the following information: A. Date of performance anomaly; B. Software module in question and location of where Software is installed; C. Detailed system description of performance anomaly; D. Part number or version number of Software and severity/ impact to Buyers operations; and E. Contact name and phone number. The trouble report information shall also be communicated verbally to Seller at 1-866-778-5572. Seller shall forward the trouble report to the designated repair technician. 15) CHANGES TO EQUIPMENT ANO SOFTWARE. Seller may issue Service Notifications indicating recommended or mandatory changes to the Equipment and Software covered under this Agreement. 16) CHANGES TO AGREEMENT. Seller and Buyer may, by mutual agreement and subsequent written amendment, make changes to this Agreement including this Exhibit. Implementation of any change not covered under this Agreement including this Exhibit shall be chargeable in accordance with Seller's current pricing, In addition, Buyer shall be entitled to acquire a license to new products at Seller's then current license fees. Upgrades and new products will be provided with updated documentation where available and appropriate. 17) LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITIATION, DAMAGES FOR LOSS OF PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PRODUCT, EQUIPMENT OR ASSOCIATED SOFTWARE DESCRIBED HEREIN, EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER PRODUCT, EQUIPMENT, SOFTWARE OR OTHER MATERIALS EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES. SELLER'S TOTAL AGGREGATE LIABILITY HEREUNDER WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL IN NO EVENT EXCEED THE FEES PAID TO SELLER DURING INITIAL 3 YEAR TERM. IF OPTIONAL MAINTENANCE YEARS ARE EXERCISED, THE LIABILITY CAP SHALL BE INCREASED IN THE AMOUNT OF EACH OPTIONAL MAINTENANCE YEAR FOR YEARS 4 AND 5, AT SUCH TIME AS EACH OPTIONAL YEAR IS EXERCISED. THE FOREGOING LIABILITY CAP DOES NOT APPLY TO 3'0 PARTY CLAIMS RESULTING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 18) NOT USED. 19) NOT USED. 20) PATENT, PROPRIETARY RIGHTS. COPYRIGHT ANO TRADEMARK INDEMNITY. Seller shall retain all rights in patents, copyrights, trademarks, and trade secrets. Furthermore, neither the Agreement nor the delivery of any work hereunder shall be construed as granting, either by estoppel or otherwise, any right in, or license under, any present or future data, drawings, plans, ideas or methods disclosed in this Agreement or under any invention, patent, copyright or trade secret now or hereafter owned or controlled by Seller. Software utilized under this Agreement is proprietary and ownership of the software remains with Seller and/or its subcontractors, as the case may be. Subject to Article 5 of the Agreement, Buyer agrees to: (1) take reasonable steps to maintain Seller's and subcontractors rights in the software; (2) not sell, transfer, publish, display, disclose, or make available the software, or copies of the software, to third parties except where Buyer may disclose the software to designated federal representatives under a nondisclosure agreement executed by both parties, (3) not use or allow to be used, the software either directly or indirectly for the benefit of any other person or entity, and (4) not use the software, along with its Updates, patches or Upgrades, on any equipment other than the equipment on which it was originally installed, without Seller's written consent. Seller agrees that it will defend, at its own expense, all suits against Buyer for infringement of any United States patent or copyright which covers, or alleges to cover, the product described herein in the form sold by Seller. Seller agrees that it will pay all sums, which, by final judgment or decree in any such suits, may be assessed against Buyer on account of such infringement, provided that Seller shall be given (i) prompt written notice of all claims of any such infringement and of any suits brought or threatened against Buyer and (ii) authority to assume the sole defense thereof through its own counsel and to compromise or settle any suits so far as this may be done without prejudice of the right of Buyer to continue the use, as contemplated, of the product so purchased. If, in any such suit so defended, the product is held to constitute an infringement and its use is enjoined, or if in the light of any claim of infringement Seller deems it advisable to do so, Seller may either procure the right to continue the use of the same for Buyer, or replace the same with a non-infringing product, or modify said product so as to be non-infringing, or, if the foregoing options are not reasonably available, take back the infringing product and refund the purchase price less a reasonable allowance for use, damage or obsolescence. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT AND/OR COPYRIGHT INFRINGEMENT. 21) NOT USED. 22) NOT USED. 23) NOT USED. 24) DISPUTES. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement promptly by -16 Trapeze Software Group, Inc., dba VONTAS TransitMaster™ Equipment and Software Maintenance Agreement negotiation in good faith between executives who have the authority to settle the dispute. Either Party shall give the other Party written notice of any dispute not resolved in the ordinary course of business. Within seven (7) business days after delivery of such notice, the Party receiving notice shall submit to the other a written response thereto. All reasonable requests for information made by one Party to any other shall be honored in a timely fashion. All negotiations conducted pursuant to this Article (and any of the Parties' submissions in contemplation hereof) shall be kept confidential by the Parties and shall be treated by the Parties and their representatives as compromise and settlement negotiations under the Federal Rules of Evidence and any similar state rules. 25) NOT USED. 26) TRADE. SECRETS. Buyer acknowledges that all Trade Secrets relating to or concerning the TransitMaster'" system, including any modifications made thereto, are owned by Trapeze or Trapeze has the applicable rights of use and Buyer will maintain the Trade Secrets in strict confidence and not disclose the Trade Secrets to any third party without Seller's prior written consent. Buyer shall prohibit any persons other than Buyer employees from using any components of the TransitMaster'" system and Buyer shall restrict the disclosure and dissemination of all Trade Secrets reflected in the TransitMaster'" system to Buyer employees who are bound to respect the confidentiality of such Trade Secrets. These obligations of confidentiality will survive termination of the Agreement. 27) MEDIA AND PUBLICATION. Upon reasonable notice and consultation with the Buyer, Seller shall be entitled to publish press releases and other general marketing information related to the Agreement and the work done hereunder. Except for the foregoing, and subject to the strict requirements of the law, neither party will communicate with representatives of the general or technical press, radio, television, or other communication media regarding the work performed under the Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. 28) DATA/DATABASE OWNERSHIP. The license to use the Seller's TransitMaster'" database is granted to Buyer solely for the development of internal reports by Buyer and for the integrated operation of Trapeze Equipment and Trapeze Software components. Unless expressly included herein, all other access rights to the Seller's TransitMaster'" database are excluded from this Agreement, and the Buyer shall not develop or use, or authorize the development or use of, any other application interfaces to or from the Seller's TransitMaster'" database. However, Buyer shall retain ownership of the raw data that is inputted into the Seller's TransitMaster'" database, and export this raw data (i) when needed to support business activities and (ii) created directly by Buyer's employees. 29) NOT USED. -17 ATTACHMENT A to Exhibit A SCHEDULE OF COVERED SOFTWARE & EQUIPMENT SOFTWARE The following Software modules and workstations are released and installed as part of Fresno Area Express d/b/a FAX TransitMaster™ system. Table 1 – Covered Software Modules and Workstations Item Description 1 BASE TRANSITMASTER™ FIXED ROUTE CONTROL CENTER SOFTWARE 2 GIS AND SURVEY APPLICATION TOOLS 3 FIXED ROUTE AND DEMAND RESPONSE OPERATIONS SCHEDULING SYSTEM INTERFACE 4 BASE TRANSITMASTER™ COMMUNICATIONS SOFTWARE 5 STANDARD AVL AND COMMUNICATION MOBILE SOFTWARE FOR VEHICLES, INCLUDING: x (123) FIXED ROUTE x (54) DEMAND RESPONSE x (4) Non-Rev AVL only x (2) BUS-IN-A-BOX (“BIAB”) 6 LOUD AND CLEAR MOBILE SOFTWARE 7 ANNUNCIATOR STUDIO 8 APC INTERFACE SOFTWARE 9 TRANSITMASTER™ RADIO NETWORK CONTROLLER (“RNC”) SOFTWARE 10 TRANSITMASTER™ WORKSTATIONS SOFTWARE INCLUDES: BUSOPS/AVL MAP, MOBILE DISPATCH, SYSTEM ADMINISTRATOIN, AND OTHER MISCELLANEOUS TRANSITMASTER™ APPLICATIONS NOT DEFINED 11 GTFS-RT INTERFACE SOFTWARE 12 HERE MAP DATA FOR TURN-BY-TURN MOBILE APPLICATION – (177 LICENSES) 13 AUTOMATED PASSENGER COUNTING (“APC”) INTERFACE SOFTWARE – (123 LICENSES) 14 DEVICE MANAGEMENT APPLICATION – (177 LICENSES) 15 VEHICLE INTELLIGENCE APPLICATION – (123 LICENSES) 16 SIERRA WIRELESS AIRLINK – (177 LICENSES) Software Maintenance Program Pricing includes: x Software modules as noted in Table 1 x 24 x 7 Remote priority 1 technical support via the Vontas Customer Care Service Desk x 8 am to 8 pm EST business day technical support for lower priority issues via the Vontas Customer Care Service Desk x Central System and mobile vehicle system software support x Licensed Software interface support (in-vehicle interfaces are included; central system interfaces may be separately priced) x Software license for one (1) Software update and upgrades including Vontas deployment, configuration, and training services for (1) Software upgrade during the 3-year maintenance term, as described in Attachment D (additional upgrades, ancillary training services costs, and configuration of new feature sets may be separately priced). x One (1) Vontas Customer Engineer on-site for two (2) business weeks annually to engage in consultative services -18 x Two (2) annual ThinkTransit Conference general session registrations per year (FAX responsible for expenses) x On-line tracking ability for queued service tickets EQUIPMENT The following Equipment installed as part of the Fresno Area Express d/b/a FAX TransitMaster™ system. Table 2 – Covered Equipment and Quantities Item Description QTY 1 STANDARD HW SUPPORT - FIXED ROUTE xVI-VLU/MDT 123 2 STANDARD HW SUPPORT – BIAB 2 3 STANDARD HW SUPPORT – DEMAND RESPONSE xVLU/MDT 54 Equipment Maintenance Program Pricing includes: x Equipment and quantities as noted in Table 2 x Return Material Authorization (“RMA”) coordination with FAX’s staff x Thirty (30) calendar day repair turnaround time from receipt at Vontas facility to FAX’s facility x On-line tracking capability for queued RMAs x Repair at the Vontas facility -19 ATTACHMENT B to Exhibit A Pricing & Payment Schedule The following three (3) year pricing - with optional years four (4) and five (5) - includes all future Software and Hardware costs of both preventive and corrective maintenance as outlined in this agreement: Figure 1. three (3) year pricing with optional years four (4) and five (5) Coverage term: x The base coverage term will span July 1, 2023, to June 30, 2026. (See Figure 1 for per annum pricing details). Optional years will continue coverage to June 30, 2028. Invoicing: x Invoicing occurs annually, typically 90-days in advance of the coverage term anniversary date except for the first year x Additional charges may apply more frequent billing (PLUS 1.5% quarterly). x Coverage is not in effect until payment is received by Vontas x Lapses in coverage are subject to additional charges to bring coverage current -20 ATTACHMENT C to Exhibit A RETURN MATERIAL AUTHORIZATION ("RMA") PROCESS Buyers (or authorized representative) who have equipment needing repair, shall follow the procedure outlined below: Buyer (or authorized representative) provides to Seller: Part Number, Serial Number, and Detailed Problem Description with Unit by logging onto https://collaborate.vontas.com/home and selecting “Request an RMA” on the left side. You will need to enter the following information. Please note one RMA per serialized item is required. a) Part Number b) Serial Number c) Failure description d) Return shipping address A complete and accurate description of the condition or problem of the component or unit and the initial trouble shooting shall be done by the Buyer (or authorized representative). The Buyer (or authorized representative) shall ship the unit to: Trapeze Software Group, Inc. dba: Vontas 5265 Rockwell Dr. NE Cedar Rapids, IA 52402 Attention: RMA Department 1-888-392-0337 Packing - Buyer (or authorized representative) shall pack all returned units carefully, using appropriate packing material. All returns are Buyer property and must be protected during shipping and through the entire return process. - Use the values on the commercial invoice for entering the ‘Value for Customs’ on shipping forms (for international shipments). - Do not enter a ‘Total Declared Value for Carriage’ (for international shipments). - Mark the RMA number on the top of the outside boxes. - Attach one copy of the commercial invoice to each box (for international shipments). - Attach the waybill. - If the quantity or serial numbers are not filled out correctly on the commercial invoice, customs may hold the shipment, or the shipment may be refused. Please Note - Buyer is responsible for shipping to and from Vontas on all non-warranty/non-maintenance repairs and per the agreement on warranty/maintenance repairs. - Refer to contractual T’s & C’s regarding damaged equipment and repair turn times. If you have any questions, please contact our Customer Care Department (customercare@vontas.com). -21 ATTACHMENT D to Exhibit A Example Statement of Work for TransitMaster™ Software Upgrade General Description of Project: Implementation Goals and Objectives The primary goal of each TM Software upgrade is to migrate FAX to an upgraded TM Software version to take advantage of new features and functionality and achieve operational efficiencies. FAX will work in conjunction with Vontas to integrate the new Software and system configurations into their existing TM environments while ensuring that fleet downtime is minimized and service operations unaffected during the production environment upgrade. To further assist with the TM Software upgrade, Vontas will also provide services for training, data migration, limited testing, and Software deployment. Following the notice to proceed, Vontas will provide remote project management and technical support services to complete the Software upgrade. Vontas will also provide training and support for Acceptance Testing activities, and to answer general questions and supporting issue resolution, as necessary. FAX agrees that the TM Software upgrade will be completed independent of any other product upgrade(s), including Trapeze Back Office. FAX caused delays exceeding two (2) weeks may result in suspension of the TM Software upgrade and rescheduling the upgrade to a later appointment in the Vontas Upgrade Calendar. Professional Services Personnel To ensure a successful completion of the TM Software upgrade, Vontas will utilize the following professional services personnel: x Project Manager: The centralized point of contact for the upgrade project. The project manager is responsible for coordinating project schedules, deliverables and resources required to deliver the new TM solution. x Customer Engineer: The technical implementation resource taskedwithleadingtheprojectandensuring technical project deliverables are developed in accordance with the project schedule and requirements. The customer engineer will be the lead technical resource providing configuration, validation, training, and consultative services. x Network Engineer: The resource tasked with coordinating the evaluation of FAX’s physical network for the TM upgrade and the main Vontas point of contact for all network and infrastructure design for the TM system and its role in Software upgrade implementation. Services provided by the network This Statement of Work (“SOW”) describes the typical tasks to be performed by Vontas for a TransitMaster™ (“TM”) Fixed Side (Dispatch) Software upgrade for the TM system installed at FAX. Tasks involve the backup of the existing TM Software version and associated databases, the installation of the upgraded TM software, the configuration and operational state verification of the upgraded TM software. A refined SOW will be provided to FAX specific to the software version to be implemented. -22 engineer include analyzing existing network infrastructure, providing recommendations and planning for a solution that best meets FAX’s architecture requirements. Implementation Methodology This project will be executed in a phased approach, with key activities for each phase identified below. Phase Key Activities Initiation x Create preliminary work plan and project schedule x Deliver project kick-off meeting Planning x Conduct data and network review x Deliver project documentation: o Project Schedule o Network Assessment o Acceptance Test Plan o Training Agenda Execution x Remotely install test environment x Support test environment integration x Delivery of training new features and functionality pre- production x Acceptance Testing activities, with Vontas support x Production Upgrade Deployment Plan x On premises production environment upgrade x Post upgrade dispatch support Monitoring & Project Closure x Remote monitoring & support x Complete project acceptance Project Phases Initiation Kick-Off Following contract execution, Vontas and FAX will hold a remote project kick-off meeting to align stakeholders on project scope and timelines as well as review roles, responsibilities, key risks and preliminary project schedule. Project teams from both Vontas and FAX are expected to attend the kick-off meeting. Vontas and FAX Subject Matter Experts (SMEs) will meet, discuss, and define the project schedule and review FAX operations pertaining to the Software upgrade implementation. The kick-off meeting is expected to take up to two (2) hours, and upon completion, a preliminary project schedule will be agreed upon by both parties. Other project activities will not commence until the project kick-off meeting will be completed and agreement between Vontas and FAX reached on the preliminary project schedule, as well as any specific project milestones. Following the completion of the remote kick-off meeting, additional meetings will be arranged to finalize the remaining project activities. -23 Planning Network Assessment Vontas will provide FAX remote network services in the form of two (2) conference calls to review FAX’s current TransitMaster™ system, including (as applicable) WDVs, app server(s), and database server(s) needed to support the TM upgrade. Following completion of the review, Vontas will share a draft TM network assessment document with FAX to review and provide comments. Acceptance Testing Plan During the Execution phase, Vontas will work with FAX to perform Acceptance Testing and test the new upgraded Software solution. To support this testing, Vontas will provide an Acceptance Testing Plan document validating key Software features and functionality with emphasis on the following areas: x Dispatch user interface with new map features and functionality tiles x Incident reports and service adjustments x System administration and configuration In addition to test cases, the Acceptance Testing Plan document will also include details around testing timelines and processes, as well as roles and responsibilities related to the Acceptance Testing activities. The Acceptance Testing Plan will define the roles and responsibilities of FAX and Vontas regarding pre-delivery release testing (performed by Vontas) and User Acceptance Testing (performed by FAX). Once agreed upon, the Acceptance Testing Plan will define and limit the appropriate testing applicable to the TransitMaster™ upgrade. Training Agenda Vontas will provide FAX with an agenda outlining specific training activities related to the features and functionality of the newly upgraded Software. The training session(s) will be focused on upskilling FAX’s dispatch controllers, system administrators, and vehicle operations on the TransitMaster™ dispatch system and the newly organized “tiled” user interface (UI) for transit operations. The training content will also benefit those FAX employees who would like to become more proficient with the features and functionalities of the TransitMaster™ system. The Training Agenda will include session descriptions inclusive of suggested TransitMaster™ training topics and duration. User manuals, documentation, webinars and/or training materials will be listed where applicable. Depending on FAX staff responsibilities, target audiences may overlap. Document Review FAX will have five (5) business days to complete a review of the Planning phase documents, after which the Vontas project manager will coordinate a meeting with the FAX project team to review any comments. Following this meeting, Vontas will revise the documents as necessary to address comments and feedback and will provide a finalized version of the documents, as well as a finalized project schedule. Execution Test Environment The first objective of the TM upgrade is to verify the status of the Software in FAX’s Test Environment. This environment will serve as a testing and training platform in the introduction of the upgraded TM software. All services will be provided remotely during this phase of the project. In parallel, Vontas will create a testing environment within the Vontas ITS deployment lab which simulates FAX’s ITS environment. This will require FAX to provide a current backup of their production TransitMaster™ databases. Typical Pre-Production TM Training (may vary depending on upgrade) Once Vontas has validated that the upgraded TM Software is working properly in FAX’s test environment, Vontas will provide the following training to support FAX users regarding the new features and functionality available in the upgraded version of TransitMaster™: Dispatcher Workstation Operations – “Train-the-Trainer”: new features and functionality (2 days) -24 Vontas will provide up to two (2) days of training to FAX managers, dispatch personnel and/or dispatch supervisors. This training will be on-site, and it will use FAX’s environment to review and provide training for the new features and functionality of TM Bus Operations (“TM BusOPS”). Dispatch training shall focus on the new AVL map application, incident reporting, service adjustments user interface refresh, as well as other key new features. System Overview and Administration – (2 days) Vontas will provide up to two (2) half-day sessions to FAX system administrators and up to one (1) full day session for Advanced System Administrator training. These sessions shall be on-site using FAX’s test TM to review and provide training of the new features and functionality of TransitMaster™ system configuration, incident reports configuration, and their links to TM BusOPS. When appropriate and mutually agreed to, online Webinars may be conducted in place of on-site training. All training and supporting training materials and system manuals will be provided in English. Vontas will work with FAX to schedule training around the transit agency operations to minimize the operational impact of the training. Acceptance Testing Acceptance Testing will commence after the test environment upgrade and training are completed. With Vontas support, FAX shall complete Acceptance Testing of the TM system and its new features and functionality, as well as integration points to Vontas Back Office Software. The TM system interfaces with existing operations procedures to create an integrated transit solution, where core test features include Mobile Software, Incident Reports, Service Adjustments, and Reporting. During Acceptance Testing, FAX will document and prioritize any defects encountered during the testing period (if any exist). Following the completion of a round of testing, FAX will supply Vontas with a complete list of all perceived defects, which Vontas will assess for root cause and resolve where appropriate based on the severity levels defined below: x Critical – system cannot function, or site is down (e.g., results in the failure of fundamental business process or in the shutdown of the system being tested). x Major – system is still functioning but is causing major business risk to MiWay. The defect(s) cannot be addressed through a work around solution. x Minor – system is still functioning but is causing minor or short-term inconveniences with a satisfactory process available to meet business needs. FAX will identify the priority of each defect and indicate the desired resolution sequence (1 = soonest resolution desired). Vontas will make best reasonable effort to resolve defects of the same severity levels based on sequential order. If no defects are identified during Acceptance Testing, the upgraded Software will be deemed “production ready” and all TM Software will be deployed in FAX’s production environment. If defects are identified, Vontas will evaluate and work to resolve them, after which FAX will be asked to validate their resolution by executing another round of Acceptance Testing. Once testing and training have been completed, the Production Upgrade activities will begin. Production Upgrade The Production Upgrade will commence with Vontas providing FAX a detailed deployment plan for approval and consideration of resources needed to carry out the production upgrade activities, as well as operational expectations during all production upgrade on-site work. Deployment activities involve transitioning from FAX’s production databases to the newly converted upgrade system version. During the deployment and production upgrade, Vontas, with FAX assistance, will also configure each server with the upgraded version of TransitMaster™. Note that mobile Software may be upgraded as well if required or deemed necessary during system testing. Many critical activities are completed during the production upgrade. Vontas shall provide one (1) customer engineer on-site for up to four (4) days to perform the production upgrade and post-upgrade dispatch support, which includes the following activities: -25 x Transition server data (database conversion) to the new TM version, including Application and DataMart servers x Signup import & merge, if applicable x Creating & stage Mobile Route files x Replicating set-up, if applicable x Configuration of Cloud TM WVDs, if applicable x Validating FTP service x Validating dispatch functionality x Validating system administration functionality x Validating real time systems, if applicable x Validating error logs Upon completion of the Production Upgrade, the project will enter the performance monitoring period. Monitoring and Project Closure Following the completion of Production Upgrade activities, FAX will have fourteen (14) calendar days in which to monitor and evaluate the performance of the newly upgraded TM system. Vontas will require remote access to the FAX TM application server during the monitoring period. The objective of this final project phase is to validate the performance of the new TM Software and to assess system stability in a production capacity. During this phase of the project, FAX and Vontas personnel will utilize the upgraded software features and functionality for a period of fourteen (14) calendar days in the production environment and make note of system performance. Testing Defect Review and Resolution Should a critical defect be experienced during the monitoring period, the monitoring phase will be stopped. Once a defect is resolved, FAX will test and validate the resolution by executing retests and regression testing of the affected test cases to ensure nothing else is impacted. The monitoring period will resume for the remaining duration, resulting in a total fourteen (14) calendar day availability test period. Project Closure Once the new Software solution is accepted, on-going support will be transitioned to and supported through Vontas’ long-term maintenance support program. At this time, the project will be considered complete and project closure will be processed. Responsibilities and Deliverables Phase Vontas Responsibilities FAX Responsibilities Deliverables Initiation x Lead project kick-off meeting x Work with FAX in the development of the project schedule x Assist in developing the project schedule x Participate in kick-off meeting and discussion x Kick-off meeting x Preliminary project schedule Planning x Remote network review x Lead project documentation efforts x Network assessment x Acceptance Test Plan with use cases x Training Agenda x Assist in developing the project documents x Support data and network review x Review and approve Network assessment, Acceptance Test Plan and Training Agenda x Project documentation -26 Phase Vontas Responsibilities FAX Responsibilities Deliverables Execution x Install and configure test environment TM Software x Deliver pre-production training x Support Acceptance Testing activities x On-site production upgrade x Post upgrade dispatch support x Provide Vontas access to TM servers x Participate in training x Conduct Acceptance Testing x Review and approve Production Deployment Plan x Support production upgrade x Training x Production Deployment Plan x TM Software deployed into production Monitoring & Project Closure x Support FAX during fourteen (14) day monitoring period x Support and resolution efforts, if applicable x Actively monitor and review TM Software performance x Provide Vontas with final acceptance of services and deliverables x Project acceptance -27 EXHIBIT B: INSURANCE REQUIREMENTS Service Agreement between City of Fresno (City) and Trapeze Software Group, Inc. (Service Provider), dba Vontas TRANSITMASTER™ EQUIPMENT AND SOFTWARE MAINTENANCE 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). If personal automobile coverage is used, the City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds. 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Technology Liability (Errors and Omissions) insurance appropriate to Service Provider's profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by Service Provider in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations. MINIMUM LIMITS OF INSURANCE Service Provider, or any party the Service Provider subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; -28 (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. 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. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than: (i) $2,000,000 per claim/occurrence; and, (ii) $4,000,000 policy aggregate UMBRELLA OR EXCESS INSURANCE In the event Service Provider purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Service Provider shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Service Provider shall also be responsible for payment of any self- insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager or designee. At the option of the City's Risk Manager or designee, either: (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) Service Provider shall provide a financial guarantee, satisfactory to City's Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration, and defense expenses. At no time shall City be responsible for the payment of any deductibles or self- insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability Insurance Policies are to contain, or be endorsed to contain, the following provisions: 1. City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. Service Provider shall establish additional insured status for the City and for all 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 -29 manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. 2. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, Service Provider's insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Service Provider's insurance and shall not contribute with it. Service Provider shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Service Provider and its insurer shall waive any right of subrogation against City, its officers, officials, employees, agents, and volunteers. If the Technology Liability 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 Service Provider. 2. 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. 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 Service Provider, Service Provider 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 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 City. Service Provider is also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non- renewal, or reduction in coverage or in limits, Service Provider shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for City, Service Provider shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. -30 Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Service Provider, its principals, officers, agents, employees, persons under the supervision of Service Provider, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS - If Service Provider subcontracts any or all of the services to be performed under this Agreement, Service Provider shall require, at the discretion of the City Risk Manager or designee, subcontractor(s) to enter into a separate side agreement with the City to provide required indemnification and insurance protection. Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by City Risk Manager or designee. If no side agreement is required, Service Provider shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and Service Provider shall ensure that City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Service Provider, and City, prior to commencement of any work by the subcontractor. VERIFICATION OF COVERAGE Service Provider shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City's Risk Manager or designee prior to City's execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. -31 EXHIBIT C: DISCLOSURE OF CONFLICT OF INTEREST Service Agreement between CityofFresno and TRAPEZE SOFTWARE GROUP, dba VONTAS PROFESSIONAL TRANSIT EQUIPMENT AND SOFTWARE MAINTENANCE SERVICES FOR ITS LICENSED TRANSITMASTER™EQUIPMENT AND SOFTWARE 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 □Additional page(s) attached. Date Name Trapeze Software Group, Inc., dba Vontas Company 5265 Rockwell Dr. Address Cedar Rapids, IA 52402 City, State, Zip )RULWHPZHPD\XVHWKHVDPHEXV PDQXIDFWXUHUVDQGRUVXEFRQWUDFWRUV )RUZHKDYHVRIWZDUHOLFHQVHGWR )UHVQRPeter Aczel 9/20/2023 -32 EXHIBIT D: FEDERAL CONDITIONS FOR PROFESSIONAL SERVICES GREATER THAN $250,000 Service Agreement between City of Fresno and TRAPEZE SOFTWARE GROUP INC, dba VONTAS PROFESSIONAL TRANSIT EQUIPMENT AND SOFTWARE MAINTENANCE SERVICES FOR ITS LICENSED TRANSITMASTER™ EQUIPMENT AND SOFTWARE This contract/purchase agreement is subject to a financial assistance contract between the City of Fresno and the Federal Transit Administration, which requires that this contract/agreement contain the following clauses: NO GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The City and contractor/vendor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the purchaser, contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies, “49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government deems appropriate. (2) The contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. § 5323(l) on the contractor, to the extent the Federal Government deems appropriate. -33 (3) The contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. ACCESS TO RECORDS AND REPORTS (1) Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. (2) Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. (3) Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. (4) Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. FEDERAL CHANGES (1) Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. TERMINATION (1) Termination for Convenience: The City of Fresno may terminate this contract, in whole or in part, at any time by written notice to the contractor. The contractor shall be paid its costs, including contract close out costs, and profit on work performed up to the time of termination. The contractor shall promptly submit its termination claim to be paid by contractor. If the contractor has any property in its possession belonging to the City of Fresno, the contractor will account for the same, and dispose of it in the manner the City of Fresno directs. (2) Termination for Default: If the contractor does not deliver supplies in accordance with -34 the contract delivery schedule, or, if the contract is for services, the contractor fails to perform in the manner called for in the contract or if the contractor fails to comply with any other provisions of the contract, the City of Fresno may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. (3) If it is later determined by the City of Fresno that the contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of, or are beyond the control of the contractor, the City of Fresno, after setting up a new delivery or performance schedule, may allow the contractor to continue work, or treat the termination as a termination for convenience. CIVIL RIGHTS The City is an Equal Opportunity Employer. As such, the City agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the City agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. (1) Nondiscrimination – In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity – The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the -35 Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The contractor, subrecipient 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 C.F.R. 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, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b). INCORPORATION OF FTA 4220.1F TERMS (1) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein -36 notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fresno request, which would cause the City of Fresno to be in violation of the FTA terms and conditions. (2) Flow Down – The incorporation of FTA terms has unlimited flow down. SUSPENSION AND DEBARMENT The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Government Wide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e) Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the CITY. If it is later determined by the CITY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the CITY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION (1) The validity of this Agreement and of any of its terms and provisions, as well as the rights and duties of the parties, shall be governed by the laws of the State of California. In the event of litigation between the two parties, proper venue shall be laid in a court of competent jurisdiction in the County of Fresno, State of California. (2) Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)’s -37 Maintenance Manager. This decision shall be final and conclusive unless with ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Maintenance Manager. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Maintenance Manager shall be binding upon the contractor and the Contractor shall abide by the decision. (3) Pending final resolution of a dispute in hereunder, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the City’s decision. LOBBYING The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (l) 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 any Federal 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 Federal 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 of Lobbying Activities," 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. (3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. The certificate titled Non Lobbying Certification must be completed and returned with your bid. This certificate is labeled “EXHIBIT E” CLEAN AIR {If Required} (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. -38 (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. CLEAN WATER {If Required} (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. FLY AMERICA {If Required} Fly America Requirements: (1) Definitions. As used in this clause- “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411. (2) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government- financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. (3) If available, the contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. (4) In the event that the contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. -39 (5) The contractor shall include the substance of this clause, including this paragraph, in each subcontract or purchase under this contract that may involve international air transportation. SEISMIC SAFETY {If Required} (1) The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. ENERGY CONSERVATION {If Required} (1) The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE {If Required} (1) Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed. Reg.1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. ADA ACCESS In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. BUY AMERICA (1) The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. § 661.11. (2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification Stated Reason(s): -40 with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. The certificate titled Buy America Certification must be completed and returned with your bid. This certificate is noted as Exhibit F NOTICE OF LEGAL MATTERS AFFECTING THE FEDERAL GOVERNMENT (1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the City of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. (2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (3) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements. (4) Additional Notice to U.S. DOT Inspector General. The contractor must promptly notify the City and U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the City is located, if the contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the City and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party Participant of the City. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the contractor. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision applies to all divisions of the Recipient, including divisions tasked with law enforcement or investigatory functions. (5) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA. SAFE OPERATION OF MOTOR VEHICLES {If Required} (1) Seat Belt Use - The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company- owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company- owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or City. (2) Distracted Driver - The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official -41 business in connection with the work performed under this agreement. PROMPT PAYMENT {If Required} The Prime Contractor shall pay any Subcontractor for work that has been satisfactorily performed no later than thirty (30) days from the date of the Prime Contractor’s receipt of each payment made by the City of Fresno. Additionally, within thirty (30) days of satisfactory completion of all work required of the Subcontractor, the Prime Contractor shall release any retainage payments withheld to the Subcontractor. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT The Contractor agrees to comply with 2 CFR 200.216 and Public Law 115-232, Section 889, and may not 1) procure or obtain; 2) extend or renew a contract to procure; or 3) enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system for this federally funded agreement. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). a) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). b) Telecommunications or video surveillance services provided by such entities or using such equipment. c) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. -42 EXHIBIT E: NAME:_7UDSH]H6RIWZDUH*URXS,QFGED9RQWDV Professional Transit Equipment and Software Maintenance Services for ITS Licensed TransitMaster Trapeze Software Group, Inc., dba VONTAS NONLOBBYING CERTIFICATION LOBBY RESTRICTIONS Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] 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 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. 3. The undersigned 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. 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. __________________________ Signature of Contractor's Authorized Official __________________________ Name and Title of Contractor's Authorized Official ___________________________ Date ________________ Peter Aczel 9/20/2023 -43 Exhibit F Professional Transit Equipment and Software Maintenance Services for ITS Licensed TransitMaster Trapeze Software Group, Inc., dba VONTAS BIDDER'S NAME _7UDSH]H6RIWZDUH*URXS,QFGED9RQWDV (Submit with Bid Proposal) BUY AMERICA CERTIFICATION 49 C.F.R. § 661.6, for the Procurement of Steel, Iron, or Manufactured Products A bidder or offeror must submit the appropriate Buy America certification (below) with all bids or offers on FTA- funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. Certificate of Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 C.F.R. part 661. Date Signature Company Name Name Title Certificate of Non-Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 C.F.R. § 661.7. Date _______________________________________________________________ Signature ____________________________________________________________ Company Name Name Title Trapeze Software Group, Inc., dba Vontas Peter Aczel 9/20/2023 General Manager ______________ ______________ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1361 Agenda Date:9/28/2023 Agenda #: 1.-HH. REPORT TO THE CITY COUNCIL FROM:GREGORY A. BARFIELD, M.A., Interim Director Department of Transportation BY:CAROLINA ILIC, AICP, Assistant Director Department of Transportation SHELLE O’BRIEN, Project Manager Department of Transportation SUBJECT Award a requirements contract to Tolar Manufacturing Company, Inc. of Corona, California for two years with three options one-year extensions not-to-exceed $7,050,877, plus annual CPI adjustments, over a five-year maximum contract duration for transit shelters and associated passenger amenities (Bid File No. 12302459) RECOMMENDATION Staff recommends Council award a two-year requirements contract, with provisions for three optional one-year extensions, at a maximum amount of 950 contract units not-to-exceed $7,050,877, plus annual CPI adjustments, and pending funding availability, to Tolar Manufacturing Company, Inc. of Corona, California to manufacture and deliver transit shelters with associated passenger amenities. EXECUTIVE SUMMARY The Department of Transportation (FAX) is seeking to award a requirements contract for transit shelters and associated amenities to Tolar Manufacturing Company, Inc. The shelters and amenities from this contract will help FAX maintain its existing inventory of amenities as well as expand its offerings throughout the City of Fresno. The proposed contract value describes the theoretical maximum contract value of $7,050,877, which is based on FAX ordering the most expensive amenity multiplied by the maximum number of contract units plus local sales tax, as described further below. BACKGROUND FAX has a continual need for amenities at its bus stops. Due to vandalism, traffic accidents at stops, or other ways in which equipment can be damaged or destroyed, FAX must routinely replace existing shelters and amenities, such as benches, lighting, and trash cans. In addition, FAX is continually looking to expand locations for amenities through new improvement projects or requests at stops that either meet or will meet ADA-compliance regulations. This requirements contract will help FAX keep City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT File #:ID 23-1361 Agenda Date:9/28/2023 Agenda #: 1.-HH. either meet or will meet ADA-compliance regulations.This requirements contract will help FAX keep up with its maintenance needs,expansion plans,and unplanned requests as funding allows.This contract will provide for a two-year base contract and three one-year optional extensions. The funding behind these purchases can vary year to year in unpredictable ways.Order sizes will be tailored to fit the available funds in a given fiscal year.Historically,FAX receives funding from federal programs such as 5307 (Urbanized Area Formula Grants)and 5339 (Bus and Bus Facilities Formula Program),and state programs such as Prop 1B (Goods Movement Emission Reduction Program), Low Carbon Transit Operations Program (LCTOP),and SB1 (Senate Bill 1 -Transportation Investment Bill). The contract is built based on a requirement to provide minimum and maximum unit quantities that include a mix of shelters,solar fixtures,benches,and trash receptacles.The minimum units will not be less than 190 complete units.The maximum units will not exceed 950 complete units.A minimum contract value of $93,100 was calculated by multiplying the lowest cost item ($490)times the minimum contract units (190).Similarly,a maximum contract value of $7,050,877 was calculated by multiplying the most expensive item ($6,850)times the maximum contract units (950)and adding local sales tax (8.35%). A Notice Inviting Bids was published in the Business Journal and posted on Planet Bids on June 16, 2023.The specifications were distributed to five building exchanges and twenty prospective bidders. Two sealed bid proposals were received and opened publicly on July 18,2023.Bids ranged from $555,835.50 to $695,065.25.Tolar Manufacturing Company,Inc.of Corona,California submitted a base bid in the amount of $555,835.50 and was determined to be the lowest responsive and responsible bidder.While the maximum contract value is approximately $7 million,the expected annual average times the five years of potential contract period,including option years,results in an estimated contract value of $2,794,177.50.As this is a requirements contract,orders will be placed as needed over the contract duration,pending funding availability.The City Attorney has reviewed the contract and approved it as to form. The bids will expire on October 16,2023.If this contract is not awarded and,all bids are therefore rejected, the project will be rebid resulting in a delay of approximately 120 days. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378,the award of this contract does not qualify as a “project”for the purposes of the California Environmental Quality Act. LOCAL PREFERENCE Local preference was not implemented as the use of federal funds precludes the use of local preference. FISCAL IMPACT This contract award has no impact to the General Fund.FAX will utilize a combination of federal and City of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1361 Agenda Date:9/28/2023 Agenda #: 1.-HH. state funds identified for passenger amenities for purchases made under this contract. Attachments: Example of Installed Tolar Amenities Bid Evaluation Contract Price Analysis City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ Attachment 1 Example of Installed Tolar Amenities This example is of a Tolar bus shelter, bench, and trash receptacle that FAX has installed under a separate contract. The amenities under this requirements contract will be very similar. The location is just outside City of Fresno City Hall. Bus Shelters and Amenities, Bid File No 12302459 16 PRODUCT REQUIREMENTS CONTRACT THIS CONTRACT is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and Tolar Manufacturing Company, Inc., (Contractor), as follows: 1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to Bidders," "Bid Proposal," and the "Specifications" including "General Conditions", "Special Conditions" and "Technical Specifications" for the following: Product Requirements Contract for Bus Shelters and Amenities (Bid File No. 12302459) copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. PRICE. For the estimated monetary consideration of SEVEN MILLION, FIFTY THOUSAND, EIGHT HUNDRED AND SEVENTY-SEVEN DOLLARS AND ZERO CENTS ($7,050,877.00), as set forth in the Bid Proposal, Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents. 3. PAYMENT. City accepts Contractor's Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. INDEMNIFICATION: To the furthest extent allowed by law, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses, and costs to enforce this agreement), 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 by the willful misconduct, of City or any of its officers, officials, employees, agents, or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 5. 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.] Bus Shelters and Amenities, Bid File No 12302459 17 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. CITY OF FRESNO, A California municipal corporation By: Melissa Perales Purchasing Manager General Services Department APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Date Supv./Senior Deputy City Attorney Date [CONTRACTOR NAME], [Legal Identity] By: Name: Gary Tolar Title: President (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Patrick Merrick Title: Executive Vide-President (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) REVIEWED BY: ATTEST: TODD STERMER, CMC City Clerk By: Deputy Addresses: CITY: City of Fresno Attention: Shelle O'Brien, Project Manager 2223 G Street Fresno, CA 93706 Phone: (559) 621-1420 E-mail: shelle.obrien@fresno.gov CONTRACTOR: Tolar Manufacturing Company, Inc. Attention: Patrick Merrick, Executive Vice President 258 Mariah Circle Corona, CA 92879 Phone: (951) 808-0081 FAX: [(951) 808-0041 E-mail: pmerrick@tolarmfg.com ] Price Analysis Utilize on bids with price variances. Examine variances from independent estimate as well as differences between bids recorded. PO / Contract: 12302459 The evidence compiled by a price analysis includes: • Developing and examining data from multiple sources whenever possible that proves or strongly suggests the proposed price is fair. • Determining when multiple data consistently indicates that a given price represents a good value for the money. • Documenting data sufficiently to convince a third party that the analyst’s conclusions are valid. DATE: 8/31/2023 PREPARED BY: The pricing quoted on the attached sheet(s) is deemed to be fair and reasonable based on the following type of analysis: _X Comparison with competing suppliers’ prices or catalog pricing for the same item. (Complete comparison matrix and attach supporting quotes or catalog pages.) Comparison of proposed pricing with in-house estimate for the same item. (Attach signed in-house estimate and explain factors influencing any differences found. Complete summary matrix.) Comparison of proposed pricing with historical pricing from previous purchases of the same item, coupled with market data such as Producer Price Index or Inflation Rate over the corresponding time period. (Attach data and historical price record). Analysis of price components against current published standards, such as labor rates, dollars per pound etc. to justify the price reasonableness of the whole. (Attach analysis to support conclusions drawn.) SUMMARY MATRIX Product Tolar Manufacturing Brasco International Shelters & Amenities $555,835.50 $695,065.25 Shelle O’Brien City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1395 Agenda Date:9/28/2023 Agenda #: 1.-II. REPORT TO THE CITY COUNCIL FROM:MIGUEL ARIAS, Councilmember District 3 MIKE KARBASSI, Councilmember District 2 ANNALISA PEREA, Vice President District 1 SUBJECT ***Bill B-27 (Intro’d August 10, 2023) (For adoption) - Amending Sections 3-616, 7-1510, 9-234 and 9 -915 of the Fresno Municipal Code, relating to human rights, including protections against discrimination based on an individual’s caste and indigeneity (Subject to Mayor’s Veto) Attachment: Ordinance City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 9/28/2023 B-27/ORD 2023-031 APPROVED AS AMENDED APPROVED ON CONSENT AP/NE 6-0. MK ABSENT Second paragraph of the ordinance on page 3- "Bhagat Ravidas" was changed to "Guru Ravidas" 1 of 15 Date Adopted: Date Approved Effective Date: City Attorney Approval: ________ Ordinance No. BILL NO. ORDINANCE NO. AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, AMENDING SECTIONS 3-616, 7-1510, 9-234 AND 9-915 OF THE FRESNO MUNICIPAL CODE, RELATING TO HUMAN RIGHTS, INCLUDING PROTECTIONS AGAINST DISCRIMINATION BASED ON AND INDIVIDUAL’S CASTE AND INDIGENEITY WHEREAS, caste is a system of rigid social stratification characterized by hereditary status, endogamy, and social barriers sanctioned by custom, law, or religion; and WHEREAS, indigeneity refers to the original, diverse societies with their own identities that constitute an integral part of the Americas; and WHEREAS, caste discrimination is based on birth and descent, and occurs in the form of social segregation, physical and psychological abuse, and violence; and WHEREAS, indigenous communities have suffered from historic injustices as a result of, inter alia, their colonization and the dispossession of their lands, languages, territories and resources, thus preventing them from exercising, in particular, their right to development in accordance with their own needs and interests; and WHEREAS, caste and indigeneity discrimination manifests in employment, education, and housing; and WHEREAS, in 2016, the United Nations Special Rapporteur on minority issues stated that at least 250 million people worldwide still face “appalling and dehumanizing 2 of 15 discrimination based on caste and similar systems of inherited status,” and during a presentation of the first comprehensive report on caste-based discrimination in 2016 to the United Nations Human Rights Council, the Rapporteur described caste-based discrimination as “a global problem,” and that “caste-based discrimination and violence goes against the basic principles of universal human dignity and equality, as it differentiates between ‘inferior’ and ‘superior’ categories of individuals, which is unacceptable;” and WHEREAS, in 2014, the United Nations Declaration restated their declaration around the Rights of Indigenous Peoples (“UN Declaration”) that “Indigenous peoples and individuals are free and equal to all other peoples and individuals and have the right to be free from any kind of discrimination, in the exercise of their rights, in particular that based on their indigenous origin or identity;” and WHEREAS, the majority of the caste-affected communities live in or originate from South Asia, including India, Nepal, Sri Lanka, Bangladesh, and Pakistan, where many are known by the self-chosen identity of “Dalits,” which means “those who have been broken but are resilient” and others are indigenous or indentured community members; and WHEREAS, the majority of the indigenous communities in the City of Fresno live in or originate from Mexico (especially that state of Oaxaca and Guerrero), the First Communities of California (especially the Karok, Maidu, Cahuilleno, Mojave, Yokuts, Pomo, Paiute, and Modoc), and larger communities including those from El Salvador, Guatemala, and other regions of Central and South America; and 3 of 15 WHEREAS, caste has been found to significantly affect South Asian Americans based on data collected by Equality Labs, a Dalit civil rights organization dedicated to ending caste apartheid, gender-based violence, and religious intolerance, has found that one in four caste-oppressed people faced physical and verbal assault, one in three face education discrimination, and two in three face workplace discrimination; and WHEREAS, organizations such in Fresno such as the Jakara Movement, an organization based in Fresno that aims to challenge caste oppression and uplift all communities, Shri Guru Ravidas Sabha, Guru Ravidass Temple, Sikh Institute of Fresno, Sikh Women’s Organization of Central California, Hidden Wealth, Gurdwara Gur Nanak Prakash, and others have hosted community forums and has worked to realize Guru Arjan’s vision of Halemi Raj (politics that uplift the vulnerable) and Bhagat Ravidas Ji’s mission of a Begampura (a city without sorrow); and WHEREAS, the Centro Binacional para el Desarrollo Indígena Oaxaqueño (CBDIO), is an Indigenous-led organization that works in the Central Valley and Central Coast to foster and strengthen the civic participation, economic, social, cultural development of the indigenous communities, as well as the resistance of the indigenous communities; and WHEREAS, prejudice based on caste identification and indigenous community status is found in many industries and is a grave contributor to workplace discrimination and bias; individuals in industries like agriculture technology, construction, restaurant, domestic work and other employment sectors have faced caste discrimination, harassment, bias, wage theft, and even trafficking; and 4 of 15 WHEREAS, consistent with the guidance of the U.S. Department of Justice, Civil Rights Division’s interpretation of Title VI of the Civil Rights Act to include a prohibition against discrimination based on actual or perceived shared ancestry or citizenship in a country whose residents share a dominant religion or distinct religious identity, the City of Fresno prohibits discrimination and harassment based on race, color, ancestry, religion, creed, and national origin; and WHEREAS, the City of Fresno is committed to recognizing the dignity of all its residents, workers, and visitors, including the right to reside, work, and visit a city that does not subject them to prejudicial treatment or discrimination; and WHEREAS this Ordinance shall be subject to the meet and confer process as applicable; and WHEREAS, this Ordinance shall be subject to all City policies; as well as any applicable city, state, or federal laws. THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: SECTION 1. Section 3-616 of the Fresno Municipal Code is amended to read as follows: SECTION 3-616. - UNFAIR EMPLOYEE RELATIONS PRACTICES (a) It is an unfair employee relations practice for an employee, employee organization, or an employee representative: (1) to interfere with, restrain, or coerce any employee in the exercise of his rights granted in this article; or (2) to violate any provision of Sections 3-621 or 3-622; or 5 of 15 (3) to discriminate against any employee because of race, creed, sex, age, color, or national origin [,caste or indigeneity] with regard to the terms and conditions of membership in an employee organization; or (4) repealed and reserved; or (5) to fail, or refuse, to cooperate in impasse procedures invoked pursuant to Section 3-617; or (6) For a formally recognized employee organization to fail, or refuse, to meet and confer in good faith with the Director at reasonable times, places, and frequencies on matters within the scope of representation. (b) It is an unfair employee relations practice for an elective officer or a member of a board or commission of the city, or an executive management employee: (1) to interfere with, restrain, or coerce any employee in the exercise of his rights granted in this article; or (2) to attempt to dominate or control any employee organization; or (3) to fail, or refuse, to cooperate in impasse procedures invoked pursuant to Section 3-617. (c) It is an unfair employee relations practice for: 6 of 15 (1) the Director to refuse to meet and confer in good faith with the representative of a formally recognized employee organization at reasonable times, places, and frequencies, or to consult within a reasonable time after request; or (2) repealed and reserved; (d) A charge of an unfair employee relations practice may be filed with the Director by an employee, employee organization representative, an elected official, or a management employee. Such charges shall be processed by the Director who shall with reasonable promptness initiate a fact-finding procedure. The fees and expenses of fact finders incurred pursuant to this section shall be payable as follows: If the unfair employee relations practice charge is found to be true, the party charged shall bear the costs of fact finding. If the charge is found to be not true, the charging party shall bear the costs of fact finding. If the fact finder finds facts mitigating the charged party's conduct, the fact finder shall prorate the costs accordingly. The fact finder's report shall be filed with the City Clerk and shall be a public record. SECTION 2. Section 7-1510 of the Fresno Municipal Code is amended to read as follows: SECTION 7-1510. - MISCELLANEOUS PROVISIONS (a) Parks or other public facilities acquired, developed, rehabilitated or maintained with funds from this Measure shall be open, accessible, and affordable to the public without discrimination as to race, 7 of 15 color, sex, sexual orientation, age, religious belief, national origin, [caste, indigeneity, ]marital status, physical or medical handicap, medical condition or place of residence. (b) The department shall not sell bonds secured by any revenues made available by this ordinance. (c) The City shall not use funds generated from this resolution to develop facilities on existing or former landfills or waste refuse facilities. (d) No provision of this ordinance shall be construed as authorizing the condemnation of privately-owned lands. Acquisition of property through eminent domain shall be strictly prohibited with the funds generated by this ordinance. (e) Reasonable public access to lands acquired in fee simple with funds made available pursuant to this ordinance shall be provided except where that access may interfere with resource protection or to ensure public safety. For purposes of this ordinance, reasonable public access shall include parking and public restrooms. (f) All real property acquired pursuant to this ordinance shall be acquired in compliance with Chapter 16 (commencing with Section 7260) of Division 7 of Title 1 of the California Government Code. Public Agencies and Nonprofit Organizations receiving funds pursuant to this resolution shall certify compliance to the City. Funds disbursed to a Public Agency in accordance with this ordinance may be expended by that agency pursuant 8 of 15 to an agreement, or by an entity, authorized or established pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code. SECTION 3. Section 9-234 of the Fresno Municipal Code is amended to read as follows: SECTION 9-234. - MISCELLANEOUS (a) The captions to sections throughout this article are intended solely to facilitate reading and reference to the sections and provisions of this article. Such captions shall not affect the meaning or interpretation of this article. (b) Unless otherwise indicated, when the performance or doing of any act, duty, matter, or payment is required under this article or any franchise, and a period of time or duration for the fulfillment of doing thereof is prescribed and is fixed herein, the time shall be computed so as to exclude the first and include the last day of the prescribed or fixed period of time. (c) If any term, condition, or provision of this article shall, to any extent, be held to be invalid or unenforceable by a valid order of any court or regulatory agency, the remainder hereof shall be valid in all other respects and continue to be effective. In the event of a subsequent change in applicable law so that the provision that had been held invalid is no longer invalid, said provision shall thereupon return to full force and effect without 9 of 15 further action by the city and shall thereafter be binding on the franchisee and the city. (d) Connections to cable system; use of antennae. (1) To the extent consistent with federal law, subscribers shall have the right to attach VCR's, receivers, and other terminal equipment to a franchisee's cable system. Subscribers also shall have the right to use their own remote control devices and converters, and other similar equipment. (2) A franchisee shall not, as a condition of providing service, require a subscriber or potential subscriber to remove any existing antenna, or disconnect an antenna except at the express direction of the subscriber or potential subscriber, or prohibit installation of a new antenna, provided that such antenna is connected with an appropriate device and complies with applicable law. (e) Connections to cable system; use of antennae. (1) A cable communications system operator shall not discriminate among persons or the city or take any retaliatory action against a person or the city because of that entity's exercise of any right it may have under federal, state, or local law, nor may the operator require a person the city to waive such rights as a condition of taking service. 10 of 15 (2) A cable communications system operator shall not refuse to employ, discharge from employment, or discriminate against any person in compensation or in terms, conditions, or privileges of employment because of race, color, creed, national origin, [caste, indigeneity,] sex, sexual orientation, age, disability, religion, ethnic background, or marital status. A cable system operator shall comply with all federal, state, and local laws and regulations governing equal employment opportunities, and hiring practices, as the same may be amended from time to time. (f) It shall be unlawful for any person, firm or corporation to make or use any unauthorized connection, whether physically, electrically, acoustically, inductively or otherwise, with any part of a franchised cable communication system within this city for the purpose of enabling himself or others to receive or use any television signal, radio signal, picture, program or sound, or other information or intelligence, without payment to the owner of said system or its lessee. It shall be unlawful for any person, without the consent of the owner, to willfully tamper with, remove or injure any cables, wires or equipment used for distribution of television signals, radio signals, pictures, programs or sound, or information or intelligence. (g) Transitional provisions. (1) The operator of any facility installed as of the effective date of this article, for which a franchise is required under this article, 11 of 15 shall have three months from the effective date of this article to file one or more applications for a franchise. Any operator timely filing such an application under this section shall not be subject to a penalty for failure to have such a franchise so long as said application remains pending; provided, however, nothing herein shall relieve any cable communications system operator of any liability for its failure to obtain any permit or other authorization required under other provisions of Fresno Municipal Code, and nothing herein shall prevent the city from requiring removal of any facilities installed in violation of the Code. (2) Any person holding an existing franchise for a cable communications system may continue to operate under the existing franchise to the conclusion of its present term and any additional period required by the Cable Act including section 626 thereof, with respect to those activities expressly authorized by the franchise; and provided further that, such Person shall be subject to the other provisions of this article to the extent permitted by law. (3) Pending applications shall be subject to this article. A person with a pending application shall have 30 days from the effective date of this Title to submit additional information to comply with the requirements of this article governing applications. (h) Extended Operation. 12 of 15 (1) Unless otherwise expressly provided in the franchise documents, upon the expiration, non-renewal, or revocation of a franchise, the city may require the franchisee to continue to operate the cable communication system for a defined period of time not to exceed twenty-four (24) months from the date of such expiration, non-renewal, or revocation. The franchisee shall, as trustee for its successor-in-interest, continue to operate the cable communication system under the terms and conditions of this article and the franchise documents and to provide the regular cable service and any of the other services that may be provided at that time. The city shall be permitted to seek legal and equitable relief to enforce the provisions of this section. (i) very field representative of the franchisee shall be clearly identified on sight to the public as a representative of the franchisee. Every vehicle of the franchisee shall be similarly identified. (j) The city may, with the permission of the relevant court or administrative tribunal, intervene in any suit or proceeding involving the cable communication system franchise to which the franchisee is party. (k) Franchisee shall maintain throughout the term of the franchise, a local address for service of notices by mail. (l) Within one hundred eighty days from and after the effective date of the ordinance awarding the franchise or franchise renewal, or within 13 of 15 such extended period of time as the council in its discretion may authorize, the franchisee shall file with the city clerk copies of all contracts which it may have with all public utility companies, including but not limited to the SBC Communications Inc. and the Pacific Gas & Electric, whereby grantee is granted any right to use any of the property, equipment or facilities of such utility or utilities in the conduct of any operations pursuant to the franchise or franchise renewal awarded to said franchisee. (m) The franchisee shall not, and shall prohibit any officer, agent, employee, contractor or subcontractor which it retains from, removing or trimming any tree or portion thereof (either above, at or below ground level), which is located within a public right-of-way without the prior written approval of the City Director of Public Works, consistent with the Fresno Municipal Code. Such consent may be given or withheld upon such terms and conditions as the Director of Public Works deems appropriate. Each franchisee shall be responsible for, shall indemnify, defend and hold harmless the city, and its officers, agents and employees from and against any and all damages arising out of or resulting from the removal, trimming, mutilation of or any injury to any tree or trees proximately caused by the franchisee or its officers, agents, employees, contractors or subcontractors. SECTION 4. Section 9-915 of the Fresno Municipal Code is amended to read as follows: SECTION 9-915. - RATES OF FARE 14 of 15 (a) The rates of fare to be charged within the City of Fresno to the public for use of taxicabs shall be the same for all taxicabs operated by the permittee, shall be consistent with city Master Fee Schedule requirements, and shall be based upon time and distance traveled. (b) The Council, by resolution, may establish rates for mileage, drop charges, and waiting time applicable to all taxicabs. This rate shall increase due to changes in the Consumer Price Index. (c) Consumers shall be notified of the drop charge and mileage rate in effect at the time the services are contracted and before the initiation of the trip. (d) Rates may not be based on the geographic location or neighborhood of the drop off or pick up site, or a consumer's race, sex, religion, age, national origin, [caste, indigeneity] or disability. (e) Permittees may voluntarily offer or negotiate a rate lower than the posted rate. SECTION 5. This ordinance shall become effective and in full force and effect at 12:01 a.m. on the thirty-first day after its final passage. 15 of 15 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing ordinance was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney 1 Mary Quinn From:John Doe Sent:Tuesday, September 26, 2023 8:27 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐ DEC1455B919E I oppose adding Caste into the City code Pls veto this bill B‐27 Thanks, John D 1 Mary Quinn From:JoTi Sent:Tuesday, September 26, 2023 9:03 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐DEC1455B919E I oppose this bill. Please don't use the word caste and make our lives miserable. Don't divide us... being unity 1 Mary Quinn From:Nikhil Kale Sent:Tuesday, September 26, 2023 10:06 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E Dear Sir/Madam The bill targets my community based on ancestry and nationality by singling out statements such as: “Caste discrimination is present across South Asia and the South Asian diaspora, as well as around the world. While caste systems are strongly associated with South Asia, similar systems exist in regions including, but not limited to, South America, Asia, and Africa. Caste discrimination is also found across communities of religious practice.” As a person of Indian origin, I find it troubling that the bill specifically calls out my region and diaspora by name, while referring to other regions as "around the world." Is the bill trying to suggest that only people from my region and/or belonging to this diaspora are more likely to engage in so-called "caste discrimination," while regions and diaspora which are not mentioned do not? If not, then why only exclusively mention the region and diaspora where I come from? Furthermore, in prevailing academia and school curriculums in the US and California, the term "caste system" has been directly or indirectly associated only with my religious faith of Hinduism and not with any other religions of the world. Even though the bill mentions “across communities of religious practices,” I have never seen this term receive even a passing reference when non-Hindu religions and communities are discussed in my kid’s school curriculum. This perspective, which is a living reality for me as a Hindu living in this country, makes me feel that the bill is directly targeting me and my family, including my kids — labeling them as more likely to be an "oppressor" compared to other geographical regions or diaspora that do not follow the "caste system." This negative label, which is now being forced upon my kids, and something which they are not even aware of, opens them up to bullying and harassment for their religious belief in school. Have the honorary members of the committee thought about these consequences? As a practicing member of the Hindu religion, there are many more open and alarming questions for me, such as: 1. 2 2. 3. The bill also does not specify how 4. a person's "caste" is determined for the diaspora they are referring to. Who would determine the "caste" for me? 5. 6. 7. 8. Who would select the agency? 9. 10. 11. 12. Was my community which this bill 13. directly referring to consulted before any such misguided labels were used against them? 14. There are endless questions for me as a practicing Hindu, which I won't even be able to put in letter form. I believe this issue requires much broader community engagement and buy-in. I believe this bill is a complete violation of the protection granted to me by US and California law to be considered a true equal in the eyes of the law, adding a category such as "class" that can only be selectively applied to my community and nobody else. I strongly urge you to please veto this bill B-27. Sincerely, Nikhil Kale, 1 Mary Quinn From: Sent:Tuesday, September 26, 2023 10:21 PM To:Clerk Subject:Veto Bill B-27 (Introduced August 10, 2023) Attachments:only5percentcastediscrimination.jpg Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Good Evening City Administrators, We at Equality Math are a civil rights group working to empower the less privileged. B-27 addreses a non issue. A study by Carnegie provides lucid details: only 5% in their survey have come across any caste discrimination (from https://carnegieendowment.org/files/Vaishnav etal IAASpt3 Final.pdf). Now compare that against the 30% poverty rate that cripples children, and to adrres that we are volunteering to fill that gap. Or, compare that against the percentage of Blacks who have experienced racism - 95% per Pew Foundation studies. Let's not waste time and money and a nonexistent problem. Please can this bill and spend time addressing bigger issues like poverty. Thank you, DR. Narayan Raju Equality Math REFERENCE: Agenda Date: 09/28/23 2 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E 1 Mary Quinn From:Padmaja Indukuri Sent:Tuesday, September 26, 2023 10:47 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E Dear City of Fresno and council members, Please Veto Bill B-27 (Intro’d August 10, 2023) as I oppose for below reasons. 1) The word "caste" has very negative connotation, it is as offensive as "N" word for Hindus. We Hindu Americans don't like to talk about caste, as we grew up in a secular country and this question was never asked. We never bring it up because we don't discriminate any one based on their caste. Our kids who were born and grew up here don't know what it is, california schools taught them wrongly that "caste system" is associated with only "Hindus". We fought with schools and publishers for the last 15 years, yet nobody listens to us. Now, if this bill passes as law not only us, our kids feel really small and humiliated as it encourages racial profiling, as caste is not facially neutral, people will see us that all brown skinned people are originally Hindus and that we discriminate based on "caste". We can not take it and it is really humiliating. 2) Exisiting California laws already allow any one to fight any type of discrimination, it already allowed CRD to fight against Cisco for caste based discrimination, Which they eventually voluntarily dropped out the 2 defendents as their allegations are baseless. Please watch this video for clear understanding. 3) I never heard caste discrimination until only Thenmozhi Sounderrajan of Equality Labs(EL) came up with a fraudulent data of caste discrimination happening in USA. It is a profit organization, publicly anti-Hindu group, employed people like Prem Pariyar and other self declared Dalits who are telling these one sided stories.They can not put their past misery and hatred ness onto innocent Hindus in USA accusing them that they discriminated them based on their caste...as new people come to USA, they need to follow certain hygiene they are all single sided stories...to bring a bill like this.. 2 This bill is nothing but to put shame on Hindus, when you are supposed to make us feel proud to live in City of Fresno, but not make us feel small and humiliated. https://www.youtube.com/watch?v=fRZq-uL1GCw 4) Please Watch the above Video for facts, They are using the Cisco case over and over when it was thrown out by the court in April 2023, CRD withdrew voluntarily as they had no evidence. Which shows that EL insitagated this false case only bring caste into limelight so they can come with SB-403 bill, and now adding this similar bill in Fresno City is not acceptable at all. Dear CIty of Fresno, Please VETO B-27 Padmaja Indukuri (resident of Fremont and Fresno) 1 Mary Quinn From:Prabhakar Maramreddy Sent:Tuesday, September 26, 2023 10:55 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E Caste’s Indian and Hindu Connection, documented on record by SB‐403 sponsors. Hindu Culture strives for universal righteousness and peace. Whereas the Authors, Sponsors and Supporters of this bill SB403 are working very hard exactly for the opposite. The fact that Senator Wahab can so easily change her definition of caste despite her supposed passion for caste protection, is an indication that caste is actually whatever Senator Wahab wants it to be. It appears that caste is a political football to be kicked and thrown in whatever direction Senator Wahab and her allies want it to go in. We are troubled that policy makers are taking it too lightly. Caste, Jatis, Biradaris, Tribes: It is important to refresh that each caste category contains thousands of jatis . Even assuming hypothetically, if discrimination happens within the same caste but amongst those jatis, such addition of caste into the law not only proves meaningless, but also would potentially require yet more law to add jatis , and more such laws are based on other terms of social classifications. Authors, supporters owe apology to Californians originating from Global South Please veto Bill B‐27. Thanks & Regards Prabhakar 1 Mary Quinn From:r Sent:Tuesday, September 26, 2023 11:00 PM To:Clerk Subject:From largest 501c3 of Dalit Bahujans: Veto Bill B-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Subject: From APNADB, the largest 501c3 of Dalit Bahujans: Veto Bill B-27 Regarding: Agenda Date: 09/28/23, Agenda Item Number: 1.-II. ID 23-1395 Bill B-27. Honorable City Counsel Members, Fresno. The Ambedkar-Phule Network of American Dalits and Bahujans, or APNADB, is the largest grassroots 501(c)(3) organization representing individuals from marginalized backgrounds from the Indian subcontinent. We were officially designated as protected classes by carefully maintained Indian government records by the Indian government, due to the socio-economic deprivations faced by our communities (scheduled caste, scheduled tribes and other backward classes). Our members span a spectrum of 100+ communities known as jatis, varnas, biradaris and tribes residing primarily in California, as well as other American states. Notably, we are also the very marginalized people that the sponsors and supporters of B-27 claim to represent. We will continue to oppose this bill as long as the word “caste” exists anywhere in it including under Ancestry; the word “caste” must not be institutionalized in California law. If passed, this and any such bill will recreate a system of racial discrimination, which will be a major step back in civil rights in California. As people who have historically suffered from colonial caste laws, racial discrimination, and religious discrimination, we know that such bills will be another colonial law that will harm us, our children, and our future generations in these ways. The trauma will be incalculable for our communities and that is why we oppose B-27. Please Veto B-27. Please do not hesitate to contact us for any questions. Thank you Madhu K., Communications Director Ambedkar Phule Network of American Dalits and Bahujans, 2 APNMADB, a California Non-Profit 501(c)(3) https:/www.apnadb.org re 1 Mary Quinn From:Ajay Lele Sent:Tuesday, September 26, 2023 11:01 PM To:Clerk Subject:Veto Bill B-27 (Introduced on August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Hello, This is regarding the below agenda item: Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐DEC1455B919E This is a blatant attempt to mislead the city and discriminate against the minority Hindu community of Indian origin. The existing provisions are more than sufficient and there is no need to add additional measures such as these which will lead to profiling and bullying of the Hindu community. I strongly oppose the measure. Request you to veto this proposal and vote NO on it. Regards Ajay Lele US citizen and California resident for 15 years 1 Mary Quinn From:Bhaskar Ymail Sent:Tuesday, September 26, 2023 11:03 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City Council: I request that you protect our civil rights and Veto Bill B-27. The bill is not facially neutral, allows for the targeting and profiling of Hindus and violates our civil rights. Thanks, Bhaskar Vem pati 1 Mary Quinn From:Mugdha Lele Sent:Tuesday, September 26, 2023 11:03 PM To:Clerk Subject:Veto Bill B-27 (Introduced: August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Hi City Council, This is regarding the below agenda item: Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐DEC1455B919E This measure is highly discriminatory for Hindu community, as caste is used without proof of any existing discriminations, to create divide among the community. I strongly oppose the measure, and ask that you veto it as well. Please vote NO on this measure. Thanks and Regards Mugdha Musale 1 Mary Quinn From:Brajesh Choubisa Sent:Tuesday, September 26, 2023 11:07 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐ 48B9‐A6BA‐DEC1455B919E Honorable Members! Find regards from Brajesh Choubisa, a proud Californian. I urge you to veto Bill‐27, which inflames hatred and division of the society and creates stereotyping and bias. I believe in philosophy of "One World One Family" and Humanity being the Supreme thread of unity and love. Please VETO Bill B‐27, and stand on the right side of the history. Thanks Brajesh Choubisa 1 Mary Quinn From: Sent:Tuesday, September 26, 2023 11:26 PM To:Clerk Cc:Clerk Subject:Re: Veto Bill B-27 (Introduced August 10, 2023) Attachments:only5percentcastediscrimination.jpg Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Good Evening City Administrators, We at Equality Math are a civil rights group working to empower the less privileged. B-27 addreses a non issue. A study by Carnegie provides lucid details: only 5% in their survey have come across any form of caste discrimination (from https://carnegieendowment.org/files/Vaishnav_etal_IAASpt3_Final.pdf). Now compare that against the 30% poverty rate that cripples children, and to address that we are volunteering. Or, compare that against the percentage of Blacks who have experienced racism - 95% per Pew Foundation studies. Let's not waste time and money on a nonexistent problem. Please can this bill and spend time addressing bigger issues like poverty. Thank you, Dr. Narayan Raju Equality Math 2 REFERENCE: Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E REFERENCE: Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E On 2023-09-27 10:50, wrote: Good Evening City Administrators, We at Equality Math are a civil rights group working to empower the less privileged. B-27 addreses a non issue. A study by Carnegie provides lucid details: only 5% in their survey have come across any caste discrimination (from https://carnegieendowment.org/files/Vaishnav etal IAASpt3 Final.pdf). Now compare that against the 30% poverty rate that cripples children, and to adrres that we are volunteering to fill that gap. Or, compare that against the percentage of Blacks who have experienced racism - 95% per Pew Foundation studies. Let's not waste time and money and a nonexistent problem. Please can this bill and spend time addressing bigger issues like poverty. Thank you, 3 DR. Narayan Raju Equality Math REFERENCE: Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E 1 Mary Quinn From:Manohar Mandadi Sent:Tuesday, September 26, 2023 11:26 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) External Email: Use caution with links and attachments Dear Sir/Madem, This is in regards to Agenda Date: 09/28/23 and Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872- 48B9-A6BA-DEC1455B919E 4. I am writing this email to strongly oppose this bill because of the following reasons: 5. 1). This bill is to address an issue that is not present in the society, probably it is proposed based on not factual data! 6. 2) this is going to be a redundant bill as the said issue is already very well addressed under ancestry related discrimination laws. 7. 3). Since this issue is projected as prevalent among south east asian communities, specifically among Indian Hindus, this will become major cause in the future for Hindu phobia in the society. 8. 9. As such I humbly request you to consider the factual data and veto the bill. 10. Thanks, Manohar Mandadi 1 Mary Quinn From: Sent:Tuesday, September 26, 2023 11:30 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E I urge on behalf of my family to veto this unjust and unconstitutional bill. The premise is based on falsehood and fabricated data. This bill perceives Hindu community at fault and penalizes law abiding citizens while claimants have no responsibility to prove. If this bill is passed it will pave way for California’s decline. Regards, Vivek 1 Mary Quinn From:Maggie Kumar Sent:Tuesday, September 26, 2023 11:35 PM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) to: The Honorable Fresno City Council Members Greetings. I am writing this letter to register my strong opposition to Bill-27. I would like to request you to Veto Bill-27 for the following reasons: 1. Federal laws already cover discrimination based on a number of criteria such as ethnicity, nationality, race, gender, religion, and so on. Bill‐27 adds no value. Who has the authority or expertise to define Caste? Caste does not have a scientifically proven or universally agreed upon definition. Everyone has a race, a gender, a nationality and ethnicity. Not everyone has a caste or even knows what caste is. Caste is not facially neutral. To try and define caste is unconstitutional. 2. Bringing in “caste” as a a new category causes unnecessary burden ‐ financial and logistical, on businesses, schools, and pretty much all establishments that cater to the public. Who will bear the expense of training employers and employees about caste and who will monitor, arbitrate and ensure the implementation of Bill‐27? City of Seattle's caste bill cost $280K this year and will cost an estimated $185K per year. 3. The word "Caste" is being introduced to America by a hate group called Equality Labs. Hundreds of Hindus have exposed its founder Tenmozhy Soundararajan as a hate monger, a bigot, a blatant liar and peddler of distorted information about Hindus and Hinduism. Here's a video that shows her Hindu hatred. https://twitter.com/i/status/1643135761351421952 4. With the current economic situation and budget deficit, how can any city justify spending our tax dollars on a non‐issue like Caste when there are glaring issues such as rampant homelessness, unemployment, lack of healthcare and poverty? Shouldn’t these issues take priority over Bill‐27? How many LEGITIMATE police reports or HR complaints have you heard of claiming caste discrimination? 5. CA civil rights department (CRD) sued Cisco and harassed two Cisco employees in a falsified caste discrimination case. The case was tossed out by the Santa Clara supreme court and CRD ultimately withdrew its case. Here is information debunking the Cisco case. https://youtu.be/fRZq‐uL1GCw 6. It is evident that misunderstanding combined with abundant misinformation available on search engines, AND lack of a clear definition of caste, will be major contributors to a court’s inability to arrive at a meaningful definition. What will be the cost of litigating caste related cases? Who will pay for them? Santa Clara County DA Jeff Rosen has clearly stated that there is absolutely no need to add Caste into the civil rights bill. Please listen to his statements. https://youtu.be/ 41wmoXLHms?si=TEoH4MRI499NrYID 7. Hindu hate group Equality Labs has been called out for its questionable survey methodology and the data it touts. It got the survey filled out by people living outside the USA and told them to use a US ZIpcode, using that the data as applicable to America, 2 Equality Labs has also published totally twisted arguments about caste discrimination specifically targeting Hindu Americans as "upper caste" based on their last names, the festivals they celebrate and their dietary habits. Hindus are a micro‐minority in America. The weaponization of caste by equality labs is a SCAM to fleece affluent businesses and individuals. 8. Hindus have contributed to California’s economy in numerous fields from technology to education to medicine and finance. Bill‐ 27 must look at the damage it will do to stigmatize and traumatize Hindus. Hindu children will be subjected to bullying, harassment and violence. Thank you for allowing me the opportunity to state my reasons for OPPOSING BILL‐27. I am submitting this letter on behalf of myself, my husband and my adult son. Maggie Kumar 1 Mary Quinn From:girish thobbi > Sent:Wednesday, September 27, 2023 12:10 AM To:Clerk Subject:Veto bill B-27 (Intrd Aug 10, 20203) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda date : 9/29/23 Item number : 1.-11. ID 23-1395 ****Bill B-27 (Introd Aug 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-4889-A6BA- DEC1455B919E We the family of four oppose the bill B-27 as this adding caste to ordinance which is a hate, divisive and constitutional violation. This bill is baseless and based on false data regards ~GiTi 1 Mary Quinn From:Pavan Kumar Perali Sent:Wednesday, September 27, 2023 12:15 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E I oppose the bill as I believe caste should not be mentioned anywhere by anyone. That is the only way we can forget caste. With this bill called protection of caste is actually causes discrimination and uncontious bias in people. Ideally, caste shynever be talked about. That is the only way we can remove discrimination if any. I don’t this any such discrimination exists in states. With this bill caste is used against certain communities to discriminate. I strongly oppose this bill on behalf of my family, and community. Thanks Pavan 1 Mary Quinn From:Ramya Sent:Wednesday, September 27, 2023 2:00 AM To:Clerk Subject:Opposition to Bill-27 External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) To: The Honorable Fresno City Council Members Greetings. I'm Ramya and I write on behalf of Women of Color for Mental Health Equality organization. Bill‐27 introduces colonial construct and slur “caste” into the law here in America which will significantly perpetuate profiling, stereotyping and discriminating of women like us. We already hold intergenerational traumas from being oppressed by colonizers, enslaved by slave owners and being lawfully denied civil rights right here until the civil rights movement. There is no dearth for discrimination and bullying of people like me in the system already. Even without the law in place and merely with this level of "commercial caste activism", many of us have already been targeted in workplaces and education institutions. Such draconian attempts by the city of Fresno will only perpetuate safety issues for women of color especially of India origin and make this City unlivable. We elect people to ensure to protect us not to find fancy ways to take away our protection and covertly throw us in harm's way. The caste based bills are due to the commercial‐caste‐activism by a for‐profit anti‐Hindu‐hate monetizing organization Equality Labs and colonial‐caste‐slur‐based‐training‐material business woman masquerading as a civil‐rights‐activist. It is a great insult to the civil rights movement's heroes and especially to the leadership of Martin Luther King Jr to have Bill‐ 27 which is a systemic and systematic discriminatory law against a section of people of color of India origin. Please reject Bill‐27 in entirety as long the word "caste" is associated with it and vote NO on it. Thank you Best, Ramya Women of Color for Mental Health Equality 1 Mary Quinn From:Shyam Desai Sent:Wednesday, September 27, 2023 6:02 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E We oppose this bill because there is no basis for such proposal. Adding castism is against basic principles of democracy and harmful for the innovation economy. See what happened to UK with Brexit and you will know the consequences of such discriminatory bill. We oppose the bill. Thank you. _____________ Sam Desa 1 Mary Quinn From: Sent:Wednesday, September 27, 2023 6:29 AM To:Clerk Cc: Subject:Please Veto Caste Bill B-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Caste Files San Francisco, CA 94108 www.castefiles.com (919) 454- 0784 Re: Concerns Regarding Bill B-27 Caste September 27, 2023 We write on behalf of Caste Files; an advocacy think tank that is working on Caste and Race studies in the context of Diversity and Inclusion. We are striving to eliminate all forms of discrimination rooted in social class, status, or inherited stratification, including the archaic concept of caste, while advocating against the use of such terminology and treat all with equal respect and dignity. Discrimination is wrong, and it’s all too real in modern America. But we cannot eradicate bigotry by racially profiling a minority community – which is exactly what this so-called caste anti-discrimination bill would do. Federal laws already cover discrimination based on a number of criteria such as ethnicity, nationality, race, gender, religion,and so on. Bill-27 adds no value. Who has the authority or expertise to define Caste? Caste does not have a scientifically proven or universally agreed upon definition. Everyone has a race, a gender, a nationality and ethnicity. Not everyone has a caste or even knows what caste is. Caste is not facially neutral. To try and define caste is unconstitutional. The legislation aims to outlaw discrimination based on “caste,” which has become identified as an ancient Hindu social stratification system in not only the modern-day lexicon but also textbooks taught in the California public school system and its state agencies. With “caste” linked only to the customs of the Indian subcontinent, this category of discrimination, by its very nature, can only be perpetrated in practice by Indian Americans against fellow Indian Americans. 1 Mary Quinn From:Mouli Nagarajan Sent:Wednesday, September 27, 2023 6:45 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E I oppose this bill on the grounds that it is not taking into account the changed reality in India and Indians: 1. India has taken huge leaps in affirmative action for the erstwhile backward classes: The President, Vice President and Prime Minister are from backward classes. This is opposite to the dark picture being painted. 2. "Caste" a European concept is completely absent in reality, only kept alive by politicians 3. Any discrimination is already covered by existing US laws Thanks 1 Mary Quinn From:Ruchita Sent:Wednesday, September 27, 2023 7:13 AM To:Clerk Subject:Veto bill b-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use cauƟon with links and aƩachments Agenda date 9/28/2023 Pls veto bill b‐27 There is no such thing as caste. It is discriminaƟon to all. Sent from my iPhone 1 Mary Quinn From:Sharan Jayanti Sent:Wednesday, September 27, 2023 7:15 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) We are facing similar Bill in the CA already and we Oppose the same. Oppose this Bill. 1 Mary Quinn From:Anup S Sent:Wednesday, September 27, 2023 7:15 AM To:Clerk Subject:Reject Bill-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) To: The Honorable Fresno City Council Members Greetings. I write on behalf of South Asian Racket Sports Enthusiasts (SARSE) consisting of 400+ members. We strongly object to Bill‐27 which injects a poison called “caste” into our community and the law which will only adversely impact us – this will significantly tear our community apart and create an environment of mistrust especially out of fear of frivolous lawsuits. Draconian Bill‐27 must be voted against as it codifies systemic bias, and will subject categories of community to irreversible harm. As it stands, Bill‐27 is also not facially neutral as it is selectively applicable to a narrow category of American citizens and residents. This results in fundamental inequity. Further, the notion that “perceived identity” can trigger a plaintiff’s case is antithetical to the standards of literal objectivity, clarity, and consistency needed to ensure equal protection under the law. Thank you in advance for your support in fighting the agenda‐driven commercial caste nexus behind bills like Bill‐27 and for equally protecting us all from caste menace with your strong rejection of this bill. Also, existing laws provide necessary protections. Please reject Bill‐27 in entirety. Kind regards, Anup South Asian Racket Sports Enthusiasts (SARSE) 1 Mary Quinn From:Anand Sethuraman Sent:Wednesday, September 27, 2023 7:25 AM To:Clerk Subject:Subject: Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Hi, I am writing this letter to express that I am not in favor of the Bill B‐27. (Agenda Date: 09/28/23; Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E ) Please veto this xenophobic bill that paints Hindu Americans as casteists who are hellbent on enforcing caste‐based hierarchies at work, and harms them despite the fact they have left such archaic notions behind and have worked to hire, promote and celebrate untold numbers of Californians through the dynamic and cutting edge Silicon Valley companies and other businesses that form the economic backbone of this state. This bill singles out an exemplary, law‐abiding minority for baseless, frivolous litigation, discriminatory lawsuits and hiring prejudice, and diminishes the employment prospects of hundreds of thousands of children of South Asian origin who are growing up with no knowledge of caste, secure in the belief that they are Americans and Californians first and foremost. This bill will reduce the economic competitiveness of our great state, encouraging people and businesses to set up in jurisdictions that do not expose them to such poorly written, redundant laws. Most of all, this sends the message that Hindus are backward and unwanted in this great State, despite being responsible in no small part for what makes California so great. This will shake the confidence of other minorities who have found a haven here, and will deter other folks who just want to get on with making their lives and that of other Californians, better. Please do not sow discord where there isn’t any: the existing legal protections for Californians are already the strongest in the country and include what this bill claims to add. Please do the right thing and veto this ill‐considered, xenophobic, discriminatory bill. Regards, Anand Sethuraman 1 Mary Quinn From:Geeta Sikand Sent:Wednesday, September 27, 2023 7:30 AM To:Clerk Subject:Oppose Bill B-27/Agenda date 9/28/23 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Subject Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E Honorable Members of Fresno City Council I strongly urge you to oppose SB 403. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you for considering my request. Geeta Sikand Sent from my iPhone 1 Mary Quinn From:Venu Acharya Sent:Wednesday, September 27, 2023 7:36 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) No need of this bill since caste based issues already covered under religion. Is a separate bill needed to separate subgroups in Christianity like protestant and catholics? The answer is NO. how many caste based legal cases are there so far? Almost none. thanks for understanding. Thanks Venu Acharya 1 Mary Quinn From:Lalit Kumar Sent:Wednesday, September 27, 2023 7:38 AM To:Clerk Subject:Subject: Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) I strongly oppose this bill for the reasons stated below: All existing laws dealing with discrimination and referenced to be amended in California Senate Bill 403 call out ancestry as one of the protected categories. The Bill claims that the Caste is based on individuals' hereditary status. So any discrimination which takes place based on caste will automatically come under the category of discrimination based on ancestry and is already protected by law. SB-403 is a violation of the equal protection of the laws “All persons born or naturalized in the United States, and subject to the jurisdiction thereof, are citizens of the United States and of the State wherein they reside. No State shall make or enforce any law which shall abridge the privileges or immunities of citizens of the United States; nor shall any State deprive any person of life, liberty, or property, without due process of law; nor deny to any person within its jurisdiction the equal protection of the laws.” - AMENDMENT XIV Section 1 All the protected categories listed under existing laws apply to all the people of the United States. SB- 403 is targeted to apply exclusively to people of mainly South Asian origin. The bill mentions South Asia four times and specifically lists India, Nepal, Sri Lanka, Bangladesh, and Pakistan. This makes the bill itself discriminatory in nature and in violation of the equal protection of the laws as guaranteed in section 1 of the fourteenth amendment of the Constitution. Sincerely yours, Lalit Kumar 1 Mary Quinn From:Meena Sharma Sent:Wednesday, September 27, 2023 7:45 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10,2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use cauƟon with links and aƩachments Agenda Date 09/28/23 Agenda Item no. 1.II. ID 23‐1395 ***Bill B‐27 ( Intro’d August 10, 2023 ) ( For AdopƟon ) I strongly oppose this SB403 as it is violaƟon of the equal protecƟon of the laws . Meena Sharma 1 Mary Quinn From:Mauj Patre Sent:Wednesday, September 27, 2023 7:46 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) Pls VETO Bill B-27 I request that you protect our civil rights and Veto SB403. The bill is not facially neutral, allows for the targeting and profiling of Hindus and violates our civil rights. We showed up in huge numbers outside of the Capitol building in Sacramento on 9/9/2023 to express our concern about this bill. More than 50 organizations representing hundreds of thousands of concerned Californians also participated in the rally “Caste” is not neutral like race, religion, gender, ethnicity, ancestry and other categories. And, existing California laws can already address any claims of caste discrimination. In addition, Equality Labs, primary sponsor and a group that works closely with Senator Aisha Wahab, has called Hindus “Nazis,” has attacked the beautiful Hindu festival of Holi, has claimed Hindu texts promote violence, slavery and genocide. Bill is based on faulty data from Equality Labs, data that was thrown out as inadmissible by Santa Clara Superior Court in 2021! Why would you sign a law based on the same data? Siding with such groups and activists amounts to endorsing and institutionalizing hate and prejudice. Protecting civil rights of some at the expense of those of an immigrant community of a minority faith is not right, especially when the State is aware that it is unconstitutional! We urge you to stand on the right side of history. Thanks Mugdha 1 Mary Quinn From:Sonal S Ladva Sent:Wednesday, September 27, 2023 7:46 AM To:Clerk Subject:Agenda Item number 1-11. ID 23-1395***Bill B27 (Intro’d August 10,2023 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Honorable Members of Fresno City Council I strongly urge you to oppose SB 403. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you for considering my request. Sonal Ladva 1 Mary Quinn From:Nima ForJustice Sent:Wednesday, September 27, 2023 7:53 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Subject Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐DEC1455B919E Honorable Members of Fresno City Council I strongly urge you to oppose SB 403. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. I am submitting this email on behalf of my family of 4. Thank you for considering my request. Poornima 1 Mary Quinn From:Dilip Shah Sent:Wednesday, September 27, 2023 7:54 AM To:Clerk Subject:Strong opposition to Bill 27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments 9/26/23, 11:35 PM Gmail ‐ Veto Bill B‐27 (Intro’d August 10, 2023) Veto Bill B‐27 (Intro’d August 10, 2023) 1 message Maggie Kumar Maggie Kumar Tue, Sep 26, 2023 at 11:34 PM To: > Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) to: The Honorable Fresno City Council Members Greetings. I am writing this letter to register my strong opposition to Bill‐27. I would like to request you to Veto Bill‐27 for the following reasons: 1. Federal laws already cover discriminaon based on a number of criteria such as ethnicity, naonality, race, gender, religion, and so on. Bill‐27 adds no value. Who has the authority or experse to define Caste? Caste does not have a scienfically proven or universally agreed upon definion. Everyone has a race, a gender, a naonality and ethnicity. Not everyone has a caste or even knows what caste is. Caste is not facially neutral. To try and define caste is unconstuonal. 2. Bringing in “caste” as a a new category causes unnecessary burden ‐ financial and logiscal, on businesses, schools, and prey much all establishments that cater to the public. Who will bear the expense of training employers and employees about caste and who will monitor, arbitrate and ensure the implementaon of Bill‐27? City of Seale's caste bill cost $280K this year and will cost an esmated $185K per year. 3. The word "Caste" is being introduced to America by a hate group called Equality Labs. Hundreds of Hindus have exposed its founder Tenmozhy Soundararajan as a hate monger, a bigot, a blatant liar and peddler of distorted informaon about Hindus and Hinduism. Here's a video that shows her Hindu hatred. https://twitter.com/i/status/1643135761351421952 4. With the current economic situaon and budget deficit, how can any city jusfy spending our tax dollars on a non‐issue like Caste when there are glaring issues such as rampant homelessness, unemployment, lack of healthcare and poverty? Shouldn’t these issues take priority over Bill‐27? How many LEGITIMATE police reports or HR complaints have you heard of claiming caste discriminaon? 5. CA civil rights department (CRD) sued Cisco and harassed two Cisco employees in a falsified caste discriminaon case. The case was tossed out by the Santa Clara supreme court and CRD ulmately withdrew its case. Here is informaon debunking the Cisco case. https://youtu.be/fRZq‐uL1GCw 6. It is evident that misunderstanding combined with abundant misinformaon available on search engines, AND lack of a clear definion of caste, will be major contributors to a court’s inability to arrive at a meaningful definion. What will be the cost of ligang caste related cases? Who will pay for them? Santa Clara County DA Jeff Rosen has clearly stated that there is absolutely no need to add Caste into the civil rights bill. Please listen to his statements. https://youtu.be/_41wmoXLHms? si=TEoH4MRI499NrYID 2 7. Hindu hate group Equality Labs has been called out for its quesonable survey methodology and the data it touts. It got the survey filled out by people living outside the USA and told them to use a US ZIpcode, using that the data as applicable to America, Equality Labs has also published totally twisted arguments about caste discriminaon specifically targeng Hindu Americans as "upper caste" based on their last names, the fesvals they celebrate and their dietary habits. Hindus are a micro‐minority in America. The weaponizaon of caste by equality labs is a SCAM to fleece affluent businesses and individuals. 9/26/23, 11:35 PM Gmail ‐ Veto Bill B‐27 (Intro’d August 10, 2023) 8. Hindus have contributed to California’s economy in numerous fields from technology to educaon to medicine and finance. Bill‐27 must look at the damage it will do to sgmaze and traumaze Hindus. Hindu children will be subjected to bullying, harassment and violence. Thank you for allowing me the opportunity to state my reasons for OPPOSING BILL‐27. I am subming this leer on behalf of myself, my husband and my adult son. Maggie Kumar https:/ Dilip Shah 1 Mary Quinn From:Meghana Khadkikar Sent:Wednesday, September 27, 2023 7:55 AM To:Clerk Subject:Veto bill B-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use cauƟon with links and aƩachments To whom it may concern: I am a California resident requesƟng the city to please veto bill B27 on behalf of my family of ﬁve and as a Hindu American community member. This bill will single out Hindu Americans and proﬁle them on basis of their faith, fesƟvals, food choices etc. The city should refrain from supporƟng any bill targeƟng a single community, it is supported by rabid Hindu hate groups. It will have devastaƟng effects on children of our community, they will be subjected to bullying and harassment in schools. Thanks, Meghana Sent from my iPhone 1 Mary Quinn From:Rajesh Sent:Wednesday, September 27, 2023 7:56 AM To:Clerk Subject:Subject: Veto Bill B-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C7 9A-B872-48B9-A6BA-DEC1455B919E 4. I oppose this bill because it adds no value. We are protected by current laws. Thank you, Rajesh Srivastava 1 Mary Quinn From:Nima ForJustice Sent:Wednesday, September 27, 2023 8:02 AM To:Clerk Subject:Re: Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Subject Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐ DEC1455B919E Honorable Members of Fresno City Council I strongly urge you to oppose B‐27. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. I am submitting this email on behalf of my family of 4. Thank you for considering my request. Poornima 1 Mary Quinn From:Deepak Sharma Sent:Wednesday, September 27, 2023 8:04 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E Honorable Members of Fresno City Council: I am the President of a non‐profit which has over 2K members. We strongly urge you to oppose bill B‐27. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you for considering our request. With best regards, Deepak 1 Mary Quinn From:ysr sridhar Sent:Wednesday, September 27, 2023 8:04 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872- 48B9-A6BA-DEC1455B919E My point of view : I am against all forms of Discrimination. With this bills inclusion of the racially charged term caste, employers will be wary of hiring or promoting South Asians because the State of California as a result of this bill gives a license to presume that they are inherently discriminatory. This is not merely speculative, as employers have already started taking preemptive actions against South Asians, and particularly Hindu employees. For instance, South Asian employees now report being asked their caste or witnessing intrusive and xenophobic passing remarks about Indians and Hindus for the first time in the workplace. Similarly, “caste audits” are already being offered to assign castes to lists of South Asian employees, while DEI training by the primary sponsor, Equality Labs, teaches businesses to be wary of Hindu employees. So please do NOT pass this bill which is very detrimental and profiles a specific community. Thanks Satya Yenamandra. 1 Mary Quinn From:Prashant Kediyal Sent:Wednesday, September 27, 2023 8:13 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Honorable Members of Fresno City Council Please know that asking “caste” is the “N” word for Hindus. This law will make it legal to ask for caste i.e, being called “N” even in a court of law !! I strongly urge you to oppose SB 403. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you. Prashant Kediyal Agenda Date: 09/28/23 Subject Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐ A6BA‐DEC1455B919E 1 Mary Quinn From:Satish Sent:Wednesday, September 27, 2023 8:14 AM To:Clerk Subject:Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Honorable Members of Fresno City Council, I strongly urge you to oppose SB 403. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you Regards Satish Sent from my Galaxy 1 Mary Quinn From:Prashant Kediyal > Sent:Wednesday, September 27, 2023 8:20 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Honorable Members of Fresno City Council Please know that asking “caste” is the “N” word for Hindus. This law will make it legal to ask for caste i.e, being called “N” even in a court of law !! I strongly urge you to oppose B-27. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you. Prashant Kediyal Agenda Date: 09/28/23 Subject Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872- 48B9-A6BA-DEC1455B919E 2 The legislation aims to outlaw discrimination based on “caste,” which has become identified as an ancient Hindu social stratification system in not only the modern-day lexicon but also textbooks taught in the California public school system and its state agencies. With “caste” linked only to the customs of the Indian subcontinent, this category of discrimination, by its very nature, can only be perpetrated in practice by Indian Americans against fellow Indian Americans. But the premise of the new “anti-caste” effort is built on anti-Indian and anti-Hindu bigotry. The implication that Americans with Hindu origins are more susceptible to “old country” biases is nothing more than along standing xenophobic trope that has been used against immigrants for centuries. How can German Americans engage in “caste” discrimination? They cannot – in practice, only Indian and South Asian Americans can. And to single them out as unique purveyors of hate is a rejection of our (and their) nation’s democratic, egalitarian, and meritocratic ideals. Profiling any American based on their origins is insulting. Worse, the underlying “proof” of such discrimination lacks any factual basis and is based on a faulty case set in Silicon Valley. The potential vagueness and overextension of this bill could notably disrupt businesses, thereby impacting our state’s economy and the livelihoods of countless Californians. We are steadfast in our belief that any legislation designed to combat discrimination should be accurate, equitable, and feasible to implement without imposing unnecessary burdens on businesses and employees. It’s essential that this legislation is transparent, equitable, and precisely articulated to ensure it fulfills its intended objectives without inadvertently leading to negative outcomes or disproportionately affecting certain sections of California’s populace. Indian Americans, like generations of immigrants, came to America to make a new life – divorced from the prejudices and privations of the past. And they have proved themselves amazingly capable and eager to overcome the myriad hardships faced by immigrants. So, it is especially bitter that Indian Americans now face accusations of bigotry against fellow Indian Americans. Ordinary Indian Americans are collateral damage in this slander campaign. It must stop. We appreciate your focus on this significant issue. As you assess this legislation, we trust that our concerns will be considered. We welcome ongoing dialogue and cooperation on this matter to ensure an equitable and well-rounded strategy. Sincerely, Dated: September 27, 2023 Richa Gautam Abhijit Bagal Founder, Caste Files Legal Analyst, Caste Files 1 Mary Quinn From:chkirank Sent:Wednesday, September 27, 2023 8:22 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) External Email: Use caution with links and attachments Hello Fresno City, Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐ 48B9‐A6BA‐DEC1455B919E I request that you protect our civil rights and Veto this bill. The bill is not facially neutral, allows for the targeting and profiling of Hindus and violates our civil rights. Respectfully, Kiran Cheedalla 1 Mary Quinn From:Poonam Shrivastava Sent:Wednesday, September 27, 2023 8:36 AM To:Clerk Subject:Veto Bill B-27 Introduced on August 10, 2023 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Honorable Fresno City Council Members, Agenda date 9/28/23. Agenda Item Number 1.-11. 1D 23-1395 Bill B-27 (introduced August 10, 2023) (For adoption) I have lived in United States citizen for 45 plus years and have never experienced caste issue. This bill is based on a faulty survey by Equality Labs, a Hindu hating group and has been completely debunked by a much larger and rigorous study by Carnegie Endowment. The bill is promoted by violent extremity Khalistani groups that set fire to the SF Indian Consulate, assaulted an Indian man in Taco Bell in Fremont and destroyed Gandhi statue recently. In 1985, Khalistanis bombed an Air India plane killing 320 people There are enough laws currently to prosecute any complaints of caste discrimination as was done in the Cisco case before such a bill. The Cisco case against 2 accused engineers was dismissed upon discovery of multiple lies by the Civil Rights Department to implicate the innocent managers. So please do not discriminate against innocent people with this Bill. It will affect innocent American born Indian and Hindu children for generations by shaming them in schools and work, and provide a hostile environment. Thank you, Poonam Shrivatava “A truth can walk naked..., but a lie always needs to be dressed..” K Gibran 1 Mary Quinn From: Sent:Wednesday, September 27, 2023 8:53 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E This bill is extremely racist, and targets Hindu community directly. I vehemently oppose this bill. And you should too. Mohan 1 Mary Quinn From: Sent:Wednesday, September 27, 2023 8:56 AM To:Clerk Subject: Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E This bill is not facially neutral and it paints people of one community as oppressors - making them guilty before being proven innocent. I vehemently oppose this bill. And you should too. Jaya 1 Mary Quinn From: Sent:Wednesday, September 27, 2023 8:58 AM To:Clerk Subject: Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E You're introducing a bill that is not fair - and will kill innovation and equality among your citizens in the city. Why are you doing that? Is this what fairness means in Fresno? Should I be afraid of visiting the city? Please veto Bill B-27 Thanks, Ratna 1 Mary Quinn From:rajat mahajan Sent:Wednesday, September 27, 2023 8:59 AM To:Clerk Subject:Please Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments I oppose this bill since it will stigmatise the Hindu and Sikh Community of California and will serve as a means to split these communities and cause a rift among them. Caste is a colonial label which has been used for decades to to subvert basic human rights of people in India and for deviant political purposes to divide and rule. This is the same reason why such bills should not be brought in unless a thorough investigation into the underlying issues has been made. Otherwise we risk alienating the law abiding and hardworking immigrant communities in California. So , I would urge you to reconsider this bill and talk to community members before passing this . Thanks 1 Mary Quinn From: Sent:Wednesday, September 27, 2023 8:59 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E This bill is not good for your community. I condemn the bill. Please veto the bill. Neeraj 1 Mary Quinn From:Rashmika S S Sent:Wednesday, September 27, 2023 9:00 AM To:Clerk Subject:Opposition to Bill-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) To: The Honorable Fresno City Council Members Greetings. I, Rashmika, am a devotee of Mata Amritanandamayi (Amma), a living present day woman Saint whose family hails from the "marginalized" Dalit community of Hindus. I'm a Founding Member of Dalit and Bahujan Women Devotees of Amma in California and we have 216 members as of today. On behalf of the members, I submit the below statement as public testimony in opposition of Bill‐27, a bill that claims to ban caste‐based discrimination but is covertly discriminatory against our community. I grew up in India in a multi‐generational joint family of 19 members and most of my life was led in a 100 Sq. Ft. home with the majority of family members who slept outside the home and under the open sky stargazing. People must learn the true lived experiences of Hindus that all Hindus are pagan heathen survivors of a 1000+ years of religion‐based oppression. The entire Hindu community has been wronged and with great hard work, sections of the community have a roof over their heads while we have collectively been major contributors to the economy as a minority community in the USA and the entire world. We, the Dalits and Bahujans cannot be viewed as separate entities who need protection from our own people. All of us need equal protection and that must include Hindus and Bill‐27 is a law that takes away equal protection for Hindu community as the bill is covertly anti‐Hindu just by the reference "caste". Every educational literature and mainstream propaganda in America has been for decades imparting that caste belongs with Hindus. The bill's reference to "caste" implies that it's about the Hindus (no matter how much anyone tries to dress it up with words). Bill‐27 will remain an anti‐Hindu thereby anti‐Human‐Rights bill as long as it has even one mention of the word "caste" in it. In closing, I strongly urge you to support authentic Human Rights of Dalits and Bahujans by opposing Bill‐27 Thank you, Rashmika Founding Member Dalit and Bahujan Women Devotees of Amma in California 1 Mary Quinn From:Srinivas Ramachandra Sent:Wednesday, September 27, 2023 9:02 AM To:Clerk Subject:ID-23-1395- Ordinance adding Caste and Indigeneity- 9-6-23 FINAL External Email: Use caution with links and attachments Subject- Veto BillB-27 Dear Sir/ Madam, As loyal California citizens for 42 years, we strongly oppose this bill that merely divides the community by highlighting a non existent problem. we request your kind offices to veto this unnecessary bill. Thank you. Pramela and Ram Ramachandra CA 94539 1 Mary Quinn From:Sarah Baxter Sent:Wednesday, September 27, 2023 9:18 AM To:Clerk Subject:Subject: Veto Bill B-27 (Intro’d August 10, 2023) External Email: Use caution with links and attachments To Whom it May Concern, Regarding Bill B-27, Agenda Date: 09/28/23, Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872- 48B9-A6BA-DEC1455B919E I oppose this bill, until its language is clearer and does not intentionally -or otherwise- marginalize or further represent Hindu people from all backgrounds as a monolith. Thank you! Sarah Baxter US Citizen, Resident of California, Orange County. 1 Mary Quinn From:Venkateswararao Nagam Sent:Wednesday, September 27, 2023 9:21 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use cauƟon with links and aƩachments Dear Fresno City Officials, Namasthe. My name is Venkat Nagam. I am ciƟzen of US and a long Ɵme resident of California since 1999, now living in Folsom, CA. I oppose this bill B‐27 since it will sƟgmaƟze the Hindu and Sikh Community of California and will serve as a means to split these communiƟes and cause a riŌ among them. Caste is a colonial label which has been used for decades to to subvert basic human rights of people in India and for deviant poliƟcal purposes to divide and rule. This is the same reason why such bills should not be brought in unless a thorough invesƟgaƟon into the underlying issues has been made. Otherwise we risk alienaƟng the law abiding and hardworking immigrant communiƟes in California. So , I would urge you to reconsider this bill and talk to community members before passing this . Thank you, —Venkat Nagam 1 Mary Quinn From:Aarti Kaushal Chopra Sent:Wednesday, September 27, 2023 9:23 AM To:Clerk Subject:No To Bill B-27 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Agenda Date: 09/28/23 Subject Agenda Item Number: 1.‐II. ID 23‐1395 ***Bill B‐27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A‐B872‐48B9‐A6BA‐DEC1455B919E Honorable Members of Fresno City Council, I strongly urge you to oppose Bill B‐27. It is a racist, bigoted, discriminatory bill that racially profiles Indian Americans, especially Hindus. It will subject Hindus to unfair, unconstitutional racial profiling and vulnerable Hindu children to bullying. Thank you for considering my request on behalf of my family of 5. Aarti Chopra 1 Mary Quinn From:tusatya Sent:Wednesday, September 27, 2023 10:07 AM To:Clerk Subject:Veto Bill B-27 (Intro’d August 10, 2023) Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments This is regarding: Agenda Date: 09/28/23 Agenda Item Number: 1.-II. ID 23-1395 ***Bill B-27 (Intro’d August 10, 2023) (For adoption) https://fresno.legistar.com/LegislationDetail.aspx?ID=6358836&GUID=4C08C79A-B872-48B9-A6BA- DEC1455B919E I oppose this bill as it stereotypes and discriminates Hindus using an issue that is nonexistent in CA. I expect elected official not to create discrimination in the name of nonexistent social justice probelm. Thanks Satya 1 Mary Quinn From:kiran sharma Sent:Tuesday, September 26, 2023 9:06 PM To:Clerk Subject:Veto SB 403 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Dear Sir/ Madam Please veto sb403 bill. This bill will target Hindus (micro mini minority ). It will increase Hindu phobia. Thank you 1 Mary Quinn From:Asha Vora Sent:Wednesday, September 27, 2023 7:49 AM To:Asha Vora; Clerk Subject:No on SB 403 Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Honorable Members of Fresno City Council I strongly urge you to oppose SB 403. It is a discriminatory bill that racially profiles Indian Americans especially Hindus. It will subject Hindus to racial profiling and Hindu children to bullying. Thank you for considering my request. Geeta Sikand Sent from my iPhone 1 Mary Quinn From:Asha Vora Sent:Wednesday, September 27, 2023 8:08 AM To:Asha Vora; Clerk Subject:Veto SB 403 External Email: Use caution with links and attachments Please, Veto SB 403 because it is going to cause more racial profiling ,more lawsuits , anybody can sue anybody . It is a scam and Genocide against hardworking and tax paying American Hindus ‐ I really urge yu to veto SB403 ‐ Please NO on SB403 thank you so much Asha Vora City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1390 Agenda Date:9/28/2023 Agenda #: 1.-JJ. REPORT TO THE CITY COUNCIL FROM:GARRY BREDEFELD, Councilmember District 6 MIGUEL ARIAS, Councilmember District 3 NELSON ESPARZA, Councilmember District 7 SUBJECT BILL - (for introduction) Adding Section 9-110 to Chapter 9 of the Fresno Municipal Code, Adding the Infectious Disease Lab Accountability and Transparency Ordinance. Attachment: Ordinance City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 9/28/2023 GB/MA 6-0 LC ABSENT B-33 NEW FILE ID 23-1448 1 of 4 Date Adopted: Date Approved Effective Date: City Attorney Approval: ________ Ordinance No. BILL NO. ORDINANCE NO. AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, ADDING SECTION 9-110 TO CHAPTER 9 OF THE FRESNO MUNICIPAL CODE, ADDING THE INFECTIOUS DISEASE LAB ACCOUNTABILITY AND TRANSPARENCY ORDINANCE. WHEREAS, the City is committed to the safe operation of businesses within its municipal limits; and WHEREAS, it has recently come to light that potentially dangerous laboratories are or have been operated in and around Fresno County; and WHEREAS, the Centers for Disease Control defines “infectious diseases” as illnesses caused by germs, such as bacteria, viruses, and fungi that enter the body, multiply, and can cause an infection; and WHEREAS, some infectious diseases are contagious or communicable meaning they are capable of spreading from one person to another. THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: SECTION 1. Section 9-110 of the Fresno Municipal Code is added to read as follows: SECTION 9-110. – OPERATION OF CLINICAL OR MEDICAL LABORATORIES. (a) This Section shall be known as the Infectious Disease Lab Accountability and Transparency Ordinance. 2 of 4 (b) No person or entity shall operate an infectious disease laboratory within the City of Fresno without first obtaining all proper local, state, and federal licensing. (c) For the purpose of this ordinance, any laboratory as defined in the Clinical Laboratory Improvement Amendments of 1988 (CLIA, 42 CFR Part 493) that operates with a CLIA certification, or a California State laboratory license, is not considered an infectious disease laboratory pursuant to this ordinance and is exempt from the remainder of this ordinance if the proposed laboratory or its representatives provide the City verification through the codified City permitting process of said certification. (d) For the purpose of this ordinance, “Infectious Diseases” are defined as those diseases identified in Title 17, California Code of Regulations (CCR) Section 2505 and include other experimental diseases not listed or identified by the United States Centers for Disease Control. (e) For the purpose of this ordinance, “Infectious Disease Laboratory” is defined as a facility for the biological, microbiological, serological, chemical, immunohematological, hematological, biophysical, cytological, pathological, or other examination, or storage of materials that are suggestive of diseases of public health importance as specified in Title 17, CCR Section 2505. (f) Any person or entity intending to operate an infectious disease laboratory within the City of Fresno without CLIA certification, as 3 of 4 described above, shall notify the City of such intent through its Planning Director by letter titled “Notice of Intent to Operate Infectious Disease Laboratory” prior to applying for any entitlement or permit to operate. (g) Within 30 days of receiving a Notice of Intention and prior to approval of any related conditional use permit or zone clearance, the Planning Director shall notify the City Council in writing of said notice and attach a copy of the same. (h) No later than 15 days prior to the Planning Director approving any conditional use permit or zone clearance for an infectious disease laboratory, residents and businesses within 1,000 feet shall be notified by the City. (i) Any person or entity willfully and intentionally violating the provisions of this section or willfully and intentionally making misrepresentations under the CLIA certification requirements shall be guilty of a misdemeanor punishable up to one year in a county jail and a $1,000 fine. The City Attorney is also authorized to refer felony violations of the law to either the Fresno County District Attorney’s Office or The California Department of Justice. SECTION 2. This ordinance shall become effective and in full force and effect at 12:01 a.m. on the thirty-first day after its final passage. 4 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing ordinance 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: Andrew Janz Date City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1428 Agenda Date:9/28/2023 Agenda #: 1.-KK. REPORT TO THE CITY COUNCIL FROM:TYLER MAXWELL, Council President District 4 SUBJECT RESOLUTION - Initiating an Amendment to the Fresno General Plan, any Applicable Specific Plan, and to the Official Zoning Map for Real Property Located at the Northwest Corner of East McKinley Avenue and North Fine Avenue, APNs 494-29-105 and 494-29-110, Pursuant to Fresno Municipal Code Sections 15-5803-B and 15-5803-C. Attachment: Resolution City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT R. 2023-264 APPROVED ON CONSENT STONEMARKHOMES APARTMENTS MORNINGSIDE APARTMENTS E U n i versity Ave NWineryAveMill No. 36 E C a rme n A ve E O slin Ave N Winery Ave E M cKi nle y A ve NFine AveREEDY PARK N Fine Ave Mill No . 36 E Car men A ve N Fine Ave E M c Kinle y A v e GATEWAYBUSINESS COMPLEX E Uni versit y Ave Mill N o . 3 6 E Carmen Ave E M c Ki n l ey Av e STONEMARKHOMES APARTMENTS MORNINGSIDE APARTMENTS E U n i versity Ave NWineryAveMill No. 36 E C a rme n A ve E O slin Ave N Winery Ave E M cKi nle y A ve NFine AveREEDY PARK N Fine Ave Mill No . 36 E Car men A ve N Fine Ave E M c Kinle y A v e GATEWAYBUSINESS COMPLEX E Uni versit y Ave Mill N o . 3 6 E Carmen Ave E M c Ki n l ey Av e N Fine AveE McKinley Ave E Carmen Ave N Winery AveE Oslin AveE McKinley Ave E Carmen Ave E Carmen Ave E McKinley AveN Winery AveN Fine AveE University Ave E University Ave N Winery Ave0 1 2 mi/ This map is believed to be an accurate representation of the City of Fresno GIS data. However, we make no warranties either expressed or implied for the correctness of this data. Lines 4941 East McKinley Avenue 4927 East McKinley Avenue City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1434 Agenda Date:9/28/2023 Agenda #: 1.-LL. REPORT TO THE CITY COUNCIL FROM:TYLER MAXWELL, Council President District 4 ANNALISA PEREA, Council Vice President District 1 SUBJECT Approve the First Amendment to an agreement with the Fresno Area Hispanic Foundation for the Small Business Façade Program (Districts 1 and 4). Attachment: Amended Agreement City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 9/28/2023 AP/NE 6-0 MK ABSENT APPROVED ON CONSENT 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 (the City), and Fresno Area Hispanic Foundation, (Administrator). RECITALS WHEREAS, City and Administrator entered into an Agreement dated __________, 2023, for the Business Façade Improvement Program (Agreement); and WHEREAS, City and Administrator now desire to modify the scope of services; and WHEREAS, by entry into this Amendment, the Administrator agrees it has no claim, demand or dispute with the City. AGREEMENT NOW, THEREFORE, the parties agree that the Agreement be amended as follows: 1. Exhibit A is deleted in its entirety and shall be replaced with the “Revised Exhibit A” attached hereto to reflect the changes in Scope of Work. 2. In the event of any conflict between the body of this Amendment and any Exhibit or Attachment hereto, the terms and conditions of the body of this Amendment 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 Amendment, shall be null and void. 3. Except as otherwise provided herein, the Agreement entered into by City and Administrator, dated _____________, 2023, remains in full force and effect. [Signatures follow on next page.] IN WITNESS WHEREOF, the parties have executed this Amendment at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Georgeanne A. White Date City Manager, City of Fresno APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Deputy Date Fresno Area Hispanic Foundation, a California nonprofit 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) Attachment: Exhibit A Yery Olivares COO EXHIBIT A SCOPE OF WORK, BUDGET AND METRICS EXECUTIVE SUMMARY The City of Fresno Small Business Façade Improvement Grant Program for District 1 and District 4 (Program) provides a total of $1,000,000 for façade improvements of buildings and eligible commercial businesses and/or non-profits located in the City of Fresno within Districts 1 and 4. The Program is designed to fund physical improvements to commercial buildings or business facades visible from public rights-of-way. The intent is to strengthen the economic vitality of Fresno by improving the exterior physical appearances of qualified businesses and/or non-profits. The appearance of individual business and/or non-profits storefronts is believed to have a significant influence on economic success. By improving their physical appearance, businesses and/or non-profits will have a much greater potential for attracting and retaining customers. This program shall be funded by the General Fund. Funding of individual façade improvement projects will be provided for project costs that meet specific criteria. The program provides for funding to an approved applicant of 100% of the costs actually paid for certain façade improvements identified in the program with a maximum reimbursement of up to $25,000 for single storefront properties and up to $50,000 for properties with multiple storefronts in District 1 and a maximum reimbursement of up to $40,000 for single storefront properties and up to $75,000 for properties with multiple storefronts in District 4. Only exterior renovations of existing businesses qualify. New construction is NOT eligible under the Program. The funding will be split equally between Districts 1 and 4; of the $450,000 allocated to District 4; up to $100,000 shall be prioritized for non-profits. GOALS AND OBJECTIVES It is anticipated that the Program will provide 25 – 50 façade grants. This is dependent on the number and type of qualified applications that are received and selected for funding. Eligible program applicants shall be selected on a first come first serve basis. BUDGET: Façade Improvement Grants to Qualified Businesses $900,000 (To be split equally between Districts 1 and 4.) Grant Management and Administration Marketing Overhead Staffing Other grant management costs Application assistance $ 100,000 TOTAL $1,000,000 PROGRAM QUALIFICATIONS AND CRITERIA: Existing Properties with Single Storefront Maximum Reimbursement: District 1 $25,000/District 4 $40,000 Existing Properties with Multiple Storefronts Maximum Reimbursement: District 1 $50,000/District 4 $75,000 Other Criteria 1) Applicant must be physically located and operating in the City of Fresno in an area designated on the maps attached in Districts 1 and 4 (Maps - Exhibit B). 2) Only EXTERIOR façade renovations of EXISTING businesses and/or non-profits are eligible. 3) All historic properties must comply with the Secretary of the Interior Standards for the Rehabilitation of Historic Structures and receive approval from the City of Fresno Historic Preservation Commission. 4) Businesses within the boundary of the Tower District Design Guidelines shall first obtain approval from the Tower District Design Review Committee prior to commencing any façade improvements. 5) All work must be performed by a verified licensed contractor with a valid City of Fresno Business Tax Certificate. 6) Preference will be given to locally owned and operated businesses and/or non-profits. 7) Workforce – Businesses and non-profits must have 75 or fewer employees within the eligible district. 8) The following types of businesses are not eligible to receive grant funds: smoke shops, cannabis, and liquor stores, banks, law firms, government offices. Other Eligibility Requirements 1. If a tenant business owner is applying, a signed letter from the building owner approving the project must be submitted. 2. Proof of appropriate insurance for contractor must be provided. 3. Must receive invoices from at least 2-3 potential contractors. 4. Application must be completed and approved with all proper documentation and required attachments before work can begin. 5. Business that are owned (in whole or part) by City of Fresno Staff, Councilmembers, Fresno Area Hispanic Foundation Staff or their spouses or domestic partners are NOT eligible. TIMELINE The program timeline will be implemented as follows: Months 1 - 2 1. FAHF will design the application and all marketing material. They will work with community partners to develop material in the necessary languages including English, Spanish, Hmong and Punjabi. All material will be approved by City of Fresno Staff, in collaboration with District 1 and 4 Staff, before it is distributed publicly. 2. FAHF will develop a database for the enrollment and tracking of applicants/businesses that participate in the program. 3. A landing page within the FAHF website will be developed to provide additional information and allow potential participants to enroll directly online. 4. Once finalized/approved by the City, in collaboration with Districts 1 and 4; FAHF shall begin marketing the Program via multiple media outlets including social media and direct door-to-door outreach, which will begin and will continue until December 31, 2024, or all funding is allocated, whichever comes first. 5. FAHF shall schedule workshops and information sessions at various locations through identified corridors in Districts 1 and 4, as approved by these council districts to promote the program and answer questions. Month 3 – program end 1. Applications and documentation will be received and assessed based on the eligibility qualifications above. FAHF must ensure that applications deemed qualified comply with these guidelines before proceeding with a grant. 2. FAHF Staff will track all applicants/applications. 3. Once approved, a portion of the grant amount (up to $12,500 for District 1 and up to $20,000 District 4 for singular storefronts; and $25,000 for District 1 and $37,500 for District 4 for multiple storefronts) will be provided up front to the qualified business and/or non-profits. 4. Once the project is completed, and proof of all work and costs is submitted, the remainder of the will be provided to the applicant. Marketing and technical assistance may be subcontracted to partner organizations as needed in an effort to effectively market to and assist qualified businesses in Fresno, only upon prior written approval of City. PROJECT REPORTING AND METRICS 1. FAHF will keep track of the following program metrics and will provide the City of Fresno and Districts 1 and 4 with reports as needed showing, at a minimum, the following: a. Number of small businesses reached. b. Number of applications received and status of each. c. Names and relevant information (address, ownership info, Council District and demographic information) for each business that submits an application (funded AND not funded). d. Detailed information on businesses that have been awarded including reimbursements received/due, work done or planned, before and after photos, demographic information, address, ownership info, Council District…etc. e. Number of applicants/businesses that accessed loan funds from FAHF to cover additional costs of façade improvements. f. Number of one-on-one consultation hours provided. g. Number of businesses that received technical assistance. h. Information on outreach methods used. i. Industries of businesses awarded. j. Number of applicants/businesses that have received reimbursements from the City of Fresno and corresponding dollar amounts/amounts due. k. Status of applicants’/businesses’ façade improvement projects. l. Any other information deemed necessary by the City of Fresno. FAHF will track the processes within their management system and provide monthly updates to staff. Quarterly Reports – will be required on the dates listed below and will include required narrative, program metrics and expenses to date. A quarterly reporting template will be provided. Quarterly reporting will be required if project is operational during the performance period. Final Annual Reports – will be required on the dates below and are not dependent on when your project started. An annual reporting template will be provided. Annual reporting will be required if project is operational during the performance period. Performance Period Quarterly Report Due Grant Execution – 10/31/2023 11/16/2023 11/1/2023 - 1/31/2024 2/15/2024 2/1/2024 - 4/30/2024 5/15/2024 5/1/2024-7/31/2024 8/15/2024 Performance Period Final Report Due Grant Execution – 7/21/2024 8/15/2024 In order to disburse additional funding, an audit will be done to show the progress of the program. ALL FUNDING MUST BE ALLOCATED BY 12/31/2023 for District 1 and 01/31/2024 for District 4; and EXPENDED by 6/30/2024 for District 1 and 7/31/2024 for District 4. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1318 Agenda Date:9/28/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department SUBJECT Hearing to consider adoption of resolutions related to the designation of properties to the Local Register of Historic Resources and Adoption of findings necessary to support recommendation pursuant to FMC 12-1609 1. ***RESOLUTION - A Resolution of the City Council of the City of Fresno, California, designating the site of the Inaugural National Farm Workers Association meeting located at 1405 E California Avenue, Fresno, California to the Local Register of Historic Resources (Council District 3) (Subject to Mayor’s veto) RECOMMENDATION The Historic Preservation Commission recommends that the City Council to designate the site of the Inaugural Meeting of the National Farm Workers Association (NFWA) at 1405 E. California as a local Historic Resource. EXECUTIVE SUMMARY On behalf of Paul A. Garcia, Ed. D. Center for Leadership, Equity, and Research (CLEAR) an application was filed with the permission of the adjacent property owners to designate the site of the inaugural convention of the National Farm Workers Association at the former location of the Edison Social Club as a local Historic Resource. The structure is no longer standing; however the site will be commemorated with a sign, plaque, or other educational display. BACKGROUND The application for nomination was prepared by Paul A. Garcia. Excerpts from the nomination application have been utilized for the preparation of this report. City of Fresno Printed on 10/3/2023Page 1 of 4 powered by Legistar™ 9/28/2023 MA/AP 7-0 R, 2023-265 File #:ID 23-1318 Agenda Date:9/28/2023 Agenda #: On September 30,1962,Cesar Chavez,Gilbert Padilla,and Dolores Huerta gathered about 250 farmworkers in Fresno for the inaugural convention of the National Farm Workers Association (NFWA),now the United Farm Workers (UFW).Convention invitations,farmworker delegate credentials,and meeting minutes in the attached presentation clearly indicate the location was the fourth Edison Social Hall at 1405 E. California Street. It was a daunting struggle to organize laborers who lived in small isolated rural communities,most spoke only Spanish,many were migrant workers,and some lived in labor camps.Many had no transportation.The deliberate and thoughtful manner by which the convention was conducted formed the basis for the Union’s success.Prior to the meeting,Chavez sent invitations to selected farm workers that authorized their participation as delegates.Examination of the sign-in sheet and printed convention roster suggests there were 42 delegates representing 21 communities. There has never been proper recognition of the site and location of the first NFWA meeting.Perhaps because it was held in a nondescript building in an inconspicuous part of Fresno,with representatives from a largely neglected labor population.The Fresno Bee did not find the meeting newsworthy.The location is often incorrectly described as an abandoned downtown movie theater. However,convention invitations,farmworker delegate credentials,and meeting minutes clearly indicate the location was the Edison Social Hall at 1405 E. California street. The fourth Edison Social Hall was demolished in August 1973. The history of the Edison Social Hall was prepared by Historic Preservation Commission Vice Chair James Sponsler. It was a purpose-built social hall in an uncommon shape,based on the parcel.It was a dual-story industrial block building,covered in plaster with mission revival elements.The main floor was an auditorium.The Edison Social Club rented out their hall to various entities to provide a social gathering and meeting location for groups,parties,and individuals.The 1405 E.California Ave location mentioned in this application was issued permits on October 2,1936,according to an article published in The Fresno Bee and city of Fresno building permits.The Edison Social Club was demolished by the Fresno Redevelopment Agency in 1973 as part of an urban renewal project as indicated by The Fresno Bee on August 13, 1973. The Edison Social Club primarily focused on continuing traditions rooted in the history of its members and being a place where everyone could come together and be part of the larger family.Part of its City of Fresno Printed on 10/3/2023Page 2 of 4 powered by Legistar™ File #:ID 23-1318 Agenda Date:9/28/2023 Agenda #: and being a place where everyone could come together and be part of the larger family.Part of its traditions was to make traditional German and Volga German foods.These are found today in its annual club celebrations where club members come and had make German sausage or Bier rocks. The Bier rocks are particularly notable as the recipe is written in Volga German and displayed proudly in their main kitchen.The German word for cabbage is "kohl"whereas the Volga German word is "kölb."Beef in German is "rindfliesch"whereas the Volga German is "fliesch."As being part of the Fresno County's farming community, farming matters were also of importance to the club. Analysis To be considered for designation as a local Historic Resource the site must be found by the Commission and Council to meet the following criteria: SEC. 12-1607. - DESIGNATION CRITERIA. (a)HISTORIC RESOURCES:Any building,structure,object,or site may be designated as an Historic Resource if it is found by the Commission and council to meet the following criteria: (1)It has been in existence more than fifty years,and it possesses aspects of integrity to convey its significance based upon location,design,setting,materials,workmanship,feeling or association, and: (i)It is associated with events that have made a significant contribution to the broad patterns of our history; or (ii)It is associated with the lives of persons significant in our past; or (iii)It embodies the distinctive characteristics of a type,period,or method of construction, or represents the work of a master, or possesses high artistic values; or (iv)It has yielded or may be likely to yield, information important in prehistory or history. (2)It has been in existence less than fifty years,it meets the criteria of subdivision (1)of subsection (a)of this section and is of exceptional importance within the appropriate historical context, local, state, or national. While the fourth Edison Social Hall no longer stands in situ,the events that occurred in this location are eligible for listing on the local register.The inaugural meeting of the NFWA is associated with events that have made a significant contribution to the broad patterns of our history and it is associated with the lives of persons significant in our past. The national farmworker movement is over 60 years old.Its genesis can be traced to a pivotable event in mid-March of 1962 when Cesar Chavez resigned from the Community Service Organization (CSO).At their annual convention he proposed a resolution for CSO to organize farmworkers,but the motion failed.Chavez abruptly resigned to start his own organization.Chavez immediately travelled the state of California to determine the pressing needs of farmworkers.Through a brief and simple survey,he asked farmworkers what they preferred in wages,benefits,and working conditions.Chavez drew a map of all the towns between Arvin and Stockton. He estimated there were 86 communities,including farm labor camps.After six months some 80,000 cards were collected from eight Valley counties. On September 30,1962,Cesar Chavez,Gilbert Padilla,and Dolores Huerta gathered about 250 farmworkers in Fresno for the inaugural convention of the City of Fresno Printed on 10/3/2023Page 3 of 4 powered by Legistar™ File #:ID 23-1318 Agenda Date:9/28/2023 Agenda #: National Farm Workers Association (NFWA), now the United Farm Workers (UFW). FRESNO MUNICIPAL CODE FINDINGS Pursuant to 12-1607(a)(1)(i)and (ii),the location 1405 E.California Avenue,Fresno California can be found to be eligible for listing on the local register of Historic Resources. ENVIRONMENTAL FINDINGS Not a project pursuant to CEQA. LOCAL PREFERENCE N/A FISCAL IMPACT No Fiscal Impact CONCLUSION Staff recommends that the Historic Preservation Commission recommend to the City Council the designation of the site of the Inaugural Meeting of the National Farm Workers Association (NFWA)at 1405 E. California Avenue, Fresno California as a local Historic Resource. ATTACHMENTS: Exhibit A - Application for Listing Exhibit B - Applicant PowerPoint Exhibit C - DPR Forms (523a) Exhibit D - Public Hearing Notice & Noticing Map Exhibit E - Fresno Municipal Code Findings Exhibit F - Resolution City of Fresno Printed on 10/3/2023Page 4 of 4 powered by Legistar™ Date Submitted by Historical Preservation Specialist Information Requested Application Complete Notice Date Date of Hearing Application for Designation of an Historic Resource Property Owner(s) Phone Number Phone Number Email Property Address APN Circle one Building Structure Object Site Other If other, explain here Detailed Description Date of Construction/Architectural Style Explain any significant alterations Description of the Physical Condition and Appearance Owner submission/Owner statement attached Photos/Renderings/Sketches/Descriptive Materials attached. Additional information 46730206 559-223-0232 JOSE ACEVEDO 1405 E CALIFORNIA AVE N UE. FRE SNO, CA 93796 X SEE ATTACHMENT A N/A N/A N/A SEE ATTACHMENT D SEE ATTACHMENT B AND C THE LOCATION OF THE ORIGINAL SITE OF THE EDISON SOCIAL HALL IS NOW A PRIVATE RESIDENCE. ATTACHMENT A The national farmworker movement is over 60 years old. Its genesis can be traced to a pivotable event in mid-March of 1962 when Cesar Chavez resigned from the Community Service Organization (CSO). At their annual convention he proposed a resolution for CSO to organize farmworkers, but the motion failed. Chavez abruptly resigned to start his own organization. Chavez immediately travelled the state of California to determine the pressing needs of farmworkers. Through a brief and simple survey, he asked farmworkers what they preferred in wages, benefits, and working conditions. Chavez drew a map of all the towns between Arvin and Stockton. He estimated there were 86 communities, including farm labor camps. After six months some 80,000 cards were collected from eight Valley counties. On September 30, 1962 Cesar Chavez, Gilbert Padilla, and Dolores Huerta gathered about 250 farmworkers in Fresno for the inaugural convention of the National Farm Workers Association (NFWA), now the United Farm Workers (UFW). It was a daunting struggle to organize laborers who lived in small isolated rural communities, most spoke only Spanish, many were migrant workers, and some lived in labor camps. Many had no transportation. The deliberate and thoughtful manner by which the convention was conducted formed the basis for the Union’s success. Prior to the meeting, Chavez sent invitations to selected farm workers that authorized their participation as delegates [Exhibit A]. In a personal letter inviting workers to the convention, Chavez proposed the farmworkers’ burden and his vision. It clearly referenced the determination to spawn a movement: This movement is a drive by the workers themselves to…seek solutions to their problems. It is simply a movement of the farmworker to end all the injustices committed against him… Finally, this movement is made up of those workers, who are strong men and women, who understand that only through their own association will they, as workers, find a solution to the problem. [Exhibit B] Examination of the sign-in sheet and printed convention roster suggests there were 42 delegates representing 21 communities [Exhibit C]. Invited guests included individuals who had already joined Chavez as supporters and who would later make their mark with the union; Chris Hartmire and John Ralph Duggan [Exhibit D]. Chavez opened the meeting with an explanation that it would be conducted under Robert’s Rules of Order and parliamentary procedures. In such fashion, delegates made motions that were approved for dues to be set at $3.50 a month, the benefit of a group insurance plan, and the establishment of a credit union [Exhibit E]. Confident the Union would eventually secure labor contracts, motions were made to create hiring halls and seek to win legislation that would cover farmworkers with unemployment insurance [Exhibit F]. Most of these benefits were codified just four years later with the first ever labor contract directed by farmworkers, signed by Schenley Incorporated [Exhibit G]. The three leaders had long established farmworkers would be the face of the Union. At the convention, the elected president was not Chavez, but a farmworker as were most of the officers. [Exhibit H]. Chavez was elected as general director, while vice presidents were elected to represent each of the counties in attendance [Exhibit I]. In early strikes, the nascent union demonstrated its commitment to farmworkers beyond member services and improved wages. It became a nationwide social movement that unlocked the tenacity and unyielding voice of this disenfranchised population. The union fought for affordable housing, sanitary restrooms and clean drinking water, and the safe use of pesticides. The civil rights of farmworkers were also a priority. In 1967, Chavez deployed Padilla to Starr County, Texas to lead a floundering melon strike. The corruption between growers and law enforcement agencies ended when Padilla, as a plaintiff, filed a lawsuit against the Texas Rangers that was successfully litigated. There has never been proper recognition of the site and location of the first NFWA meeting. Perhaps because it was held in a nondescript building in an inconspicuous part of Fresno, with representatives from a largely neglected labor population. The Fresno Bee did not find the meeting newsworthy. The location is often incorrectly described as an abandoned downtown movie theater. However, convention invitations, farmworker delegate credentials, and meeting minutes clearly indicate the location was the Edison Social Hall at 1405 E. California street. A map depicts the location of the Edison Social Hall at the California street address [Exhibit J]. A photo of the event depicts a group of delegates proudly holding paper placards with names of the rural communities they represented; Kettleman City, Hanford, Corcoran, Lamont, Bakersfield, Delano [Exhibit K]. Designation of the site of the inaugural meeting of the NFWA as a local historical resource will not be the first time the work of Cesar Chavez has been recognized. In 2012, President Barack Obama signed a Presidential Proclamation that created the César E. Chávez National Monument in Keene, CA. It is the national headquarters of the United Farmworkers of America and the home of César Chávez from 1971-1993, known as Nuestra Señora Reina de la Paz. The citation reads in part: During the 1970s the United Farm Workers of America (UFW) grew and expanded from its early roots as a union for farm workers to also become a national voice for the poor and disenfranchised. The enduring legacies of César E. Chávez and the farm worker movement include passage of California's Agricultural Labor Relations Act of 1975, the first law in the U.S. that recognized farm workers' collective bargaining rights. Currently, there is pending federal legislation to create the César E. Chávez and the Farmworker Movement National Historical Park. This bill (Senate Bill, S.1097) would preserve the nationally significant sites associated with César E. Chávez and the farm worker movement in California and Arizona. Additionally, there would be recognition of the historic trail of the 300-mile farmworker march from Delano to Sacramento in 1966. The march brought national attention to the plight of farmworkers. Locally, the Azteca Theater served as one of the key stops during the march. Prior to the rally, Arturo Tirado, the owner met with Mayor Floyd Hyde and the chief of police to provide an escort when the marchers came through Fresno. Due to Tirado's influence, Chavez and marchers did not meet with the hostility that greeted them in some other Central Valley towns. The rally staged by Chavez and the marchers at the Azteca on March 24, 1966, drew more than 1,000 people. Azteca Theater is listed on the Fresno City register of historical sites. The 1405 E California site should be included. After 60 years, it is time to finally establish the exact location and commemorate a marker memorializing the heritage site that spawned a social movement and served as the birthplace for the UFW. The site where a few hundred farmworkers met to form the genesis and chart the direction of a movement that changed the way they were treated, the conditions under which they worked, and the agency and tenacity necessary to demand their civil rights. The marker should read in part, here marks the cradle of the momentously pivotal and enormously consequential national farm workers movement. ATTACHMENT B ATTACHMENT C ATTACHMENT D Historical Significance of the Edison Social Club and the founding of the National Farm Worker Association September 30, 1962 Dr. Paul A. Garcia Eddie Varela, President, El Concilio de Fresno (Commemorative Plaque) On this site on September 30, 1962, a group of mostly immigrant farm workers met to hold the inaugural convention of the National Farm Worker Association. ….. 2/23/2023 1 Edison Social Club: Evidence to support the existence of the facility Edison Social Club 1405 E. California Fresno, CA Image source: Fresno County Library 2/23/2023 2 Edison Social Club: Evidence to support the existence of the facility. Realtor’s Plot Map: Parcel location of Edison Social Club Image source: Fresno County Library.2/23/2023 3 Current use of the site located at 1405 E. California Ave. Residential home. Image source: Dr. Paul Garcia 2/23/2023 4 The National Farm Worker Association (NFWA) Purpose of the National Farm Worker Association. •Empower migrant farmworkers •Improve their wages •Improve working conditions •Promote nonviolence, and •Educate members on political and social issues. Button Image source: Eliseo Medina 2/23/2023 5 Evidence to support NFWA organizational meeting held at the Edison Social Hall. NFWA newsletter announcing meeting and purpose. 2/23/2023 6 Evidence to support NFWA organizational meeting held at the Edison Social Hall. Minutes of NFWA meeting. English version. 2/23/2023 7 Evidence to support NFWA organizational meeting held at the Edison Social Hall. Minutes of NFWA meeting. Spanish version 2/23/2023 8 Evidence to support NFWA organizational meeting held at the Edison Social Hall. Listing of delegates attending NFWA meeting. Image Source: United Farm Worker archives, Wayne State University. 2/23/2023 9 Evidence to support NFWA organizational meeting held at the Edison Social Hall. 2/23/2023 10 Delegates to the Fresno 1962 NFWA convention. Image Source: Copy of image provided by Gilbert Padilla former Secretary/Treasurer of UFW Original source unknown. Evidence to support NFWA organizational meeting held at the Edison Social Hall. NFWA delegate credential authorization to represent a farmworker committee from the City of Stockton, County of San Joaquin. 2/23/2023 11 Evidence to support NFWA organizational meeting held at the Edison Social Hall. Official ballot tally of the election of NFWA officers. Image Source: United Farm Worker archives, Wayne State University. 2/23/2023 12 Major Convention Events •The convention was a one-day event that was conducted under Robert’s Rules of Order. •Election of officers was conducted •Monthly dues were set $3.50 Motions were approved to establish a: •Credit union •Hiring hall •Group insurance •According to the meeting minutes,La Causa was adopted as the official motto and the thunderbird eagle as its iconic symbol. 2/23/2023 13 Major Convention Events 2/23/2023 14 •It was a daunting struggle to organize laborers who lived in small isolated rural communities, most spoke only Spanish, many were migrant workers, and some lived in labor camps. The location of the NFWA convention has been corroborated. About 150 workers and their families gathered at 10:00 am on Sunday at the Edison Social Hall at 1405 California Street in Fresno… He [Cesar Chavez]asked for a motion to formally organize the Farm Workers Association. P.88 The crusades of Cesar Chavez Miriam Pawel, 2014 2/23/2023 15 Federal government recognition of Chavez’ contributions. National Park Service: Statement of recognition of the contributions of Cesar E. Chavez. ¡Si, Se Puede! Yes, we can. Widely recognized as the most important Latino Leader in the United States during the twentieth century, Cesar E. Chavez led farm workers and supporters in the establishment of the country’s first permanent agricultural union. His leadership brought sustained international attention to the plight of U.S. farm workers and secured for them higher wages and safer working conditions. 2/23/2023 16 Federal government recognition of Chavez’ contributions. National Park Service: virtual Tour of Cesar E. Chavez National Monument. 2/23/2023 17 Criteria: Associated with lives of persons significant in our past…(Fresno City Regulation, Art. 16, Sec. 12) Persons of significance in our past: Criterion met! 2/23/2023 18 Criteria: Associated with events that made a significant contribution to our history…(Fresno City Regulation, Art. 16, Sec. 12)* Criterion met! •Signed first farmworker-led union contract,Schenley Inc. •Unlike many other attempts to organize farmworkers, the NFWA was a multi-cultural and multi-ethnic organization. •Successful nation-wide grape and lettuce boycott led to improved working conditions and wages for farmworkers. •Led the establishment of the first state Agricultural Labor Relations Board that gave farmworkers the right to collective bargaining and union representation. 2/23/2023 19* Partial list Properties Associated with Cesar Chavez and the Farm Labor Movement. Properties of interest related to Cesar Chavez and the Farm Labor Movement. Source: National Park Service 2/23/2023 20 Article: Birthplace of National Farmworkers Union GV Wire: Time to Honor Fresno Birthplace of National Farmworkers Union. Source: https://gvwire.com/2022/10/19/after-60- years -time-to-honor-fresno-birthplace-of- national-farmworkers-union 2/23/2023 21 We appreciate your thoughtful consideration and support of our proposal. ¡Si Se Puede! It Can Be Done! 2/23/2023 22 Page 1 of 8 DPR 523A (9/2013) *Required information State of California  The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial NRHP Status Code Other Listings Review Code Reviewer Date P1. *Resource Name or #: Site of 1962 National Farm Workers Association Founding Meeting (NFWA) Other Identifier: Site of Edison Social Club *P2. Location: Not for Publication  Unrestricted *a. County Fresno and (P2c, P2e, and P2b or P2d. Attach a Location Map as necessary.) *b. USGS 7.5' Quad Fresno South, 1963 revised 1981 c. Address 1405 E. California Avenue, Fresno, CA 93706, 1413 E. California Ave, Fresno, CA 93706 d. Assessor’s Parcel Number: 46730206, 46730207 *P3a. Description: This former site of the Edison Social Club is a split parcel containing 2 single family residential homes located at 1405 and 1413 East California Avenue. The buildings are located at the northwest corner of California Avenue and California Avenue cul-de-sac in West Fresno with one facing California Avenue and the other facing the California Avenue cul-de-sac. The building on the 1405 East California Avenue address. Both residences contain a nominal rectangular shape, is stucco clad and is set back from the street on a raised concrete foundation. A 2 car garage side light and door are visible from the street. *P3b. Resource Attributes: HP2, Single Family Property, HP13 (Social Hall), HP36 (Latino) *P4. Resources Present: Residential Home P5b. Description of Photo: Front View of 1405 E. California Ave, Fresno, CA Date of Photo: March 2023 *P6. Date Constructed/Age and Source: 1936, Fresno Bee Archives, Fresno, CA  Historic Prehistoric Both *P7. Owner and Address: Jose Acevedo 1405 E California Ave. Fresno, CA 93706 *P8. Recorded by: James W. Sponsler, PMP, CAPM Historic Preservation Commission. *P9. Date Recorded: 23 August 2023 *P10. Survey Type: Intensive *P11. Report Citation: Historic Review of 1405 E. California Avenue, California for Fresno’s Local Register of Historic *Attachments: Location Map Continuation Sheet Building, Structure, and Object Record P5a. *Resource Name or # Site of 1962 National Farm Workers Association Founding Meeting (NFWA) *NRHP Status Code 3S Page 2 of 7 DPR 523B (9/2013) *Required information State of California  The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD (This space reserved for official comments.) (Sketch Map with north arrow required.) B1. Historic Name: Edison Social Club National Farm Worker Association Inaugural Convention B2. Common Name: 1405 E. California Ave B3. Original Use: Social Gathering, Meeting place B4. Present Use: Residential *B5. Architectural Style: N/A *B6. Construction History: (Construction date, alterations, and date of alterations) 12 September 1936 – Groundbreaking Ceremony at 1405 E. California Ave. 02 October 1936 – Building Permit Issued for 1405 E. California Ave 13 August 1973 – Demolition as part of a Fresno Redevelopment Agency project *B7. Moved? No Yes Unknown Date: Demo’d Original Location: 1405 E. California Ave *B8. Related Features: This site is located in a neighborhood historically known as Old Germantown prior to World War II. The neighborhood was made of farming families and saw an influx in farm related workers into the area post World War II. B9a. Architect: Unknown b. Builder: Carl Demler *B10. Significance: Theme civil rights, organized labor, and Chicano movements Area Old Germantown, Fresno Period of Significance September 30, 1962 Property Type N/A Applicable Criteria (i) local (i, ii) CA POHI (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity.) (continued) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: Bee Staff Reporters “Club Rejects All Building Plans” The Fresno Bee 24 January 1923; “Edison Social Club to Fix Age Limit to 18 Years” The Fresno Bee 03 February 1923; “Bodies Merge to Aid Boy Scouts” The Fresno Bee 07 February 1923; “Club Plans Moving to New Quarters” The Fresno Bee 07 March 1923; Bee Staff “Ceremony Marks Hall Project” The Fresno Bee, 12 September 1936; “Building Active in West Fresno” The Fresno Bee 02 October 1936; Sanborn Fire Insurance Maps, 1906, 1918- 1919, 1948-1950, 1963, 1968-1970; “NFWA--Organizational Meeting, Sep 30-Oct 1962; Agenda, Minutes, Credentials. Election of Officers and Delegates, Box: 5, Folder: 11-18. National Farm Workers Association Records, LR000221_NFW. Walter P. Reuther Library. https://archives.wayne.edu/repositories/2/archival_objects/713377 Accessed August 25, 2023; Edison Social Club history submitted by Club President Joseph Potthast March 2022; 1958-1963 Assessor’s Parcel Photos, Fresno County Library. “Instructions for Recording Historical Resources” Office of Historic Preservation, March 1995 personal communications and correspondence with Gilbert Padilla, Eddie Varela, Joseph Potthast, Dr. Paul A Garcia Ed. D B13. Remarks The site of the NFWA founding meeting and the Edison Social Club is now the site of the East California Ave. cul-de-sac and four homes located at 1405, 1413, 1421, and 1477 E. California Ave. The location of the marker is in the parking median between 1405 and 1413 E. California Ave. *B14. Evaluator: James W. Sponsler PMP, CAPM 330 N. Park Avenue, Fresno, CA 93701 *Date of Evaluation: 23 August 2023 Page 3 of 7 *Resource Name or # Site of 1962 National Farm Workers Association Founding Meeting (NFWA) *Recorded by: James W. Sponsler, PMP, CAPM *Date: 23 August 2023 Location Map *Map Name: Jan 1950 Sanborn Fire Map *Scale: Unknown *Date of map: 1918-1950 Sanborn map DPR 523J (9/2013) * Required information State of California - The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# LOCATION MAP Trinomial age of *Resource Name or # (Assigned by recorder) *Recorded by: *Date  Continuation Page 4 of 7 *Resource Name or # Site of 1962 National Farm Workers Association Founding Meeting (NFWA) *Recorded by: James W. Sponsler, PMP, CAPM *Date: 23 August 2023  Continuation DPR 523L (9/2013 State of California - The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # Trinomial CONTINUATION SHEET Property Name: Site of 1962 National Farm Workers Association Founding Meeting (NFWA) The former site of the Edison Social Club in Germantown was founded by both German and Volga German families founded with a focus of coming together as a community center for socializing. Temporarily called the West Fresno Social Club, the Edison Social Club was organized on December 23, 1922 according to club records. The initial goal of the club was the construction of a clubhouse and to grow membership in the neighborhood. This goal was furthered by the financing from the First Ward Rate and Taxpayer Association. The club received the donation of Eisner's Hall, located at 335 C Street (present address 358 B Street), where the West Fresno Social Club and the First Ward Rate and Taxpayer Association merged and completely formed the Edison Social Club. The Edison Social Club began to hold social and family gatherings for their members as well as the local community. Some of the prominent families associated with this club from its founding were primarily in the farming industry which include the Fries, Bitters, Nilmeier, and Gleim families. The Edison Social Club would raise funds to build four different buildings. Previous Meeting Locations have been at 335 C Street, D and San Benito St., 1216 Monterey St. (both which today is the center divider of 99 South and Ventura), 1405 E. California Ave, and finally at 3325 W. Clinton Ave. The Edison Social Club rented out their hall to various entities to provide a social gathering and meeting location for groups, parties, and individuals. The 1405 E. California Ave location mentioned in this application was issued permits on October 2, 1936, according to an article published in The Fresno Bee and city of Fresno building permits. The Edison Social Club was demolished by the Fresno Redevelopment Agency in 1973 as part of an urban renewal project as indicated by The Fresno Bee on August 13, 1973. It was this use of the hall that on September 30, 1962, Cesar Chavez, Gilbert Padilla, and Dolores Huerta gathered about 250 farmworkers in Fresno for the inaugural convention of the National Farm Workers Association (NFWA), now the United Farm Workers (UFW). It was a daunting struggle to organize laborers who lived in small isolated rural communities, most spoke only Spanish, many were migrant workers, and some lived in labor camps. Prior to the meeting, Chavez sent invitations to selected farm workers that authorized their participation as delegates. In a personal letter inviting workers to the convention, Chavez proposed the farmworkers’ burden and his vision. At the foundation meeting, Delores Huerta worked to make sure attendees signed in to determine community representation and the delegates in attendance. Examination of the sign-in sheet and printed convention roster suggests there were 42 delegates representing 21 communities. Invited guests included individuals who had already joined Chavez as supporters and who would later make their mark with the union; Chris Hartmire and John Ralph Duggan. Huerta played a pivotal role alongside Chavez in establishing and maintaining décor at the meeting. Chavez opened the meeting with an explanation that it would be conducted under Robert’s Rules of Order and parliamentary procedures. In such fashion, delegates made motions that were approved for dues to be set at $3.50 a month, the benefit of a group insurance plan, and the establishment of a credit union. Confident the Union would eventually secure labor contracts, motions were made to create hiring age of *Resource Name or # (Assigned by recorder) *Recorded by: *Date  Continuation Page 5 of 7 *Resource Name or # Site of 1962 National Farm Workers Association Founding Meeting (NFWA) *Recorded by: James W. Sponsler, PMP, CAPM *Date: 23 August 2023  Continuation DPR 523L (9/2013 State of California - The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # Trinomial CONTINUATION SHEET Property Name: Site of 1962 National Farm Workers Association Founding Meeting (NFWA) halls and seek to win legislation that would cover farmworkers with unemployment insurance. Most of these benefits were codified just four years later with the first ever labor contract directed by farmworkers, signed by Schenley Incorporated. At the convention, the elected president was not Chavez, but a farmworker as were most of the officers. Jesus Martinez of Pinedale was elected the first President of the NFWA, Cesar Chavez was elected as general director, while vice presidents were elected to represent each of the counties in attendance. In conclusion, the location of the Edison Social Club and the site of the NFWA founding meeting appears eligible to Fresno’s Local Register of Historic Resources under Criterion (i) for is significance to the civil rights movement, organized labor movement, and the Chicano movement. Furthermore, this site appears eligible as a point of historic interest under criteria i of the State Historic Resources code as this site is the first, last, only or most significant of its type within the local geographic region given this was the first and only founding meeting of the NFWA. This site also qualifies under Criterion ii of the State Historic Resources code as being associated with an individual or group having profound influence on the history of the local area. age of *Resource Name or # (Assigned by recorder) *Recorded by: *Date  Continuation Page 6 of 7 *Resource Name or # Site of 1962 National Farm Workers Association Founding Meeting (NFWA) *Recorded by: James W. Sponsler, PMP, CAPM *Date: 23 August 2023  Continuation DPR 523L (9/2013 State of California - The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # Trinomial CONTINUATION SHEET Property Name: Site of 1962 National Farm Workers Association Founding Meeting (NFWA) Edison Social Club Exterior. 1958-1963 Fresno County Assessors Parcel Images; Accessed from Fresno County Library Image 232. National Farm Workers Association, Founding Convention, 1962, Fresno, California. From left to right Unknown, Dolores Huerta, Unknown, Cesar Chavez. Accessed from Walter P Reuther Library Archives, Wayne State University, Detroit, Michigan. age of *Resource Name or # (Assigned by recorder) *Recorded by: *Date  Continuation Page 7 of 7 *Resource Name or # Site of 1962 National Farm Workers Association Founding Meeting (NFWA) *Recorded by: James W. Sponsler, PMP, CAPM *Date: 23 August 2023  Continuation DPR 523L (9/2013 State of California - The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # Trinomial CONTINUATION SHEET Property Name: Site of 1962 National Farm Workers Association Founding Meeting (NFWA) Image 238. National Farm Workers Association (NFWA) Convention, Dolores Huerta, 1962, Taken September 30, 1962. Accessed from Walter P Reuther Library Archives, Wayne State University, Detroit, Michigan. Delegates to the 1962 NFWA Founding Convention. Accessed from Gilbert Padilla CITY OF FRESNO PLANNING AND DEVELOPMENT DEPARTMENT NOTICE OF PUBLIC HEARING LOCAL REGISTER OF HISTORIC RESOURCES NOMINATION NOTE: This public hearing notice is being mailed to surrounding property owners within 2,000 feet of the project site pursuant to the requirements of Fresno Municipal Code (FMC) Section 12-1617. NOTICE IS HEREBY GIVEN that the Fresno City Historic Preservation Commission, in accordance with the procedures of Article 16, Chapter 12, of the FMC, will conduct a public hearing to consider and make a determination on the following application, filed by Paul A Garcia, on behalf of property owners Jose Acevedo & Ventura Soledad, for the property located at APN 46730206 (including but not limited to address 1405 E California Ave.) to Local Register of Historic Resources. 1. Local Register of Historic Resources Nomination for 1405 E California Ave: Requests authorization to designate the property site located at 1405 E California Ave (APN 46730206) to Fresno’s Local Register of Historic Resources. FRESNO CITY COUNCIL Regular Meeting Date: September 28, 2023 Time: 10:00 a.m., or thereafter Place: City Hall, Council Chambers, Second Floor 2600 Fresno Street, Fresno, CA 93721; or, Watch the live broadcast on the City’s website located on the City Council agenda found at the City’s website https://fresno.legistar.com *The above documents are available for public review via e-mail (noted below) and within the upcoming City Council agenda. Any interested person may appear in-person at the public hearing in Council Chambers at City Hall. Additionally, any interested person may appear electronically, by either Zoom meeting or telephone with instructions provided on the City Council Agenda, at the public hearing and present written testimony, via email to PublicCommentsPlanning@fresno.gov, in favor or against the project proposal. If you challenge the above applications in court, you may be limited to raising only those issues, you, or someone else, raised at the public hearing described in this notice, or in written correspondence delivered to the Development Services Division of the Planning and Development Department and/or Historic Preservation Commission at, or prior to, the public hearing. For additional information regarding this project, contact Historic Preservation, Planning and Development Department, 2600 Fresno Street, Fresno, California 93721-3604, by phone at (559) 621- 8439 or via e-mail at Historic.Preservation@fresno.gov. El objetivo de la Ciudad de Fresno es en cumplir con la Ley de Estadounidenses con Discapacidades (ADA). Cualquier persona que requiera adaptaciones razonables de la ADA, incluyendo intérpretes de lenguaje, de señas, y otras adaptaciones razonables como traducción de idiomas, debe comunicarse con la oficina de la Secretaria Municipal al (559) 621-7650 o clerk@fresno.gov para ayudar a garantizar la disponibilidad de estos servicios. Se recomienda realizar su solicitud con un mínimo de 48 horas de antelación a la reunión prevista. Jennifer K. Clark, AICP, Director Assessor’s Parcel No. 46730206 SEE MAP ON REVERSE SIDE Dated: September 8, 2023 PLANNING AND DEVELOPMENT DEPARTMENT HISTORIC PRESERVATION 2600 FRESNO ST, RM 3065 FRESNO, CA 93721-3604 THIS IS A LEGAL NOTICE REGARDING APN: 46730206 Local Register of Historic Resources Nomination SITE LOCATION VICINITY MAP LEGEND SUBJECT PROPERTY Planning and Development Department 2600 Fresno Street, Room 3043 · Fresno, CA 93721 · Phone (559) 621-8277 · Fax (559) 498-1026 Fresno Municipal Code Findings Section 12-1617(h) No application or proposal hall be approved or approved with modifications unless the Commission makes the following findings: (1)The proposed work is found to be consistent with the purposes of this article and the Secretary of the Interior's Standards, not detrimental to the special historical, architectural or aesthetic interest or value of the Historic Resource; or (2)The action proposed is necessary to correct an unsafe or dangerous condition on the property; or (3)Denial of the application will result in unreasonable economic hardship to the owner. In order to approve the application, the Commission must find facts and circumstances, not of the applicant's own making, which establish that there are no feasible measures that can be taken that will enable the property owner to make a reasonable economic beneficial use of the property or derive a reasonable economic return from the property in its current form; or (4)The site is required for a public use which will directly benefit the public health, safety and welfare and will be of more benefit to the public than the Historic Resource. (5)For applications for relocation of an Historic Resource, the Commission shall find that one or more of the above conditions exist, that relocation will not destroy the historical, architectural or aesthetic value of the Resource and that the relocation is part of a definitive series of actions which will assure the preservation of the Resource. 1 of 4 Date Adopted: Date Approved: Effective Date: City Attorney Approval: HT Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DESIGNATING THE SITE OF THE INAUGURAL NATIONAL FARM WORKERS ASSOCIATION MEETING LOCATED AT 1405 E CALIFORNIA AVENUE, FRESNO, CALIFORNIA TO THE LOCAL REGISTER OF HISTORIC RESOURCES WHEREAS, 1405 E. California Avenue was the site of the Inaugural Meeting of the National Farm Workers Association (NFWA) at the former location of the Edison Social Club; and WHEREAS, Cesar Chavez was an American labor leader and civil rights activist who, along with Dolores Huerta, founded the NFWA which later merged with the Agricultural Workers Organizing Committee (AWOC) to become the United Farm Workers (UFW) labor union; and WHEREAS, on September 30, 1962, Cesar Chavez, Gilbert Padilla, and Dolores Huerta gathered about 250 farmworkers in Fresno for the inaugural convention of the NFWA, now the UFW labor union, at the fourth Edison Social Hall at 1405 E. California Street, as indicated by the convention invitations, farmworker delegate credentials, and meeting minutes; and WHEREAS, though the fourth Edison Social Hall structure is no longer present, as it was demolished in August 1973, this location is eligible for listing on the local register due to the location’s association with events that have made a significant contribution to the broad patterns of our history as well as its association with the lives of persons significant in our past; and 2 of 4 WHEREAS, the Council wishes to acknowledge the history associated with the property at 1405 E. California Avenue by designating the site as an historic resource; and WHEREAS, the City of Fresno Historic Preservation Commission (Commission), at a duly noticed public hearing held on August 28, 2023, heard testimony on the subject property and recommended to the Council of the City of Fresno approval of the designation; and WHEREAS, based on that testimony, and the presentation of facts relating to the criteria for official designation, as set forth in the Fresno Municipal Code, Chapter 12, Article 16, the Commission made the following findings: That the site at 1405 E. California Avenue, Fresno, CA meets the criteria set out in Chapter 12, Article 16, Section 12-1607(a) of the Fresno Municipal Code; and is eligible for listing on Fresno’s Local Register of Historic Resources; and is recommended to the Fresno City Council for adoption as a Local Resource; and WHEREAS, on September 28, 2023, Council held a duly noticed public hearing where it considered the recommendation of the Commission, and considered substantial evidence, including but not limited to, staff presentation, a report prepared by staff addressing the property’s eligibility to the Local Register, a Department of Parks and Recreation Primary Record (DPR 523A) form finding that the property met the Historic Resource eligibility requirements for criterion (i) and (ii) to Section 12-1607(a)(1) of the Fresno Municipal Code; and WHEREAS, after hearing public testimony, and upon consideration of the recommendation of the Historic Preservation Commission and review of the substantial evidence, the Council desired to take action to designate the site of the Inaugural Meeting 3 of 4 of the NFWA at 1405 E. California Avenue as a Historic Resource for the sole purpose of providing recognition of important events which occurred at this site. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Council finds that the above recitals are true and correct. 2. Council finds that the site of the Inaugural Meeting of the NFWA at 1405 E. California Avenue is eligible for listing under criterion (i) and (ii) of Fresno Municipal Code, Section 12-1607(a)(1) based upon the evidence presented to Council in the staff presentation, staff report, and the DPR 523A form. 3. Council designates the site of the Inaugural Meeting of the NFWA at 1405 E. California Avenue to the Local Register of Historic Resources for the sole purpose of providing recognition of important events which occurred at this site. With this designation, Council does not intend to recognize any current physical feature of the site as historic nor encumber the current or future owner from their use of the property. 4. This resolution shall be effective upon final approval. 4 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: __ Heather Thomas Date Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1323 Agenda Date:9/28/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department RANDALL W. MORRISON, PE, Director Capital Projects Department BY:ANDREW J. BENELLI, PE, Assistant Director Public Works Department NANCY BRUNO, Supervising Real Estate Agent Capital Projects Department, Capital Administration Division SUBJECT Actions pertaining to the acquisition of fee interest and a permanent street easement and right of way for the construction of a storm drain pipeline along the McKinley Avenue alignment between Armstrong Avenue and Laverne Avenue (Council District 7) 1. HEARING to consider a resolution of public use and necessity for acquisition of fee interest and a permanent street easement and rights of way for public street purposes over, under, through and across portions of Assessor’s Parcel Number (APN) 574-130-05, owned by Sukhwinder Singh, for the construction of a storm drain pipeline between Armstrong Avenue and Laverne Avenue (Project) 2. ***RESOLUTION - Determining that public interest and necessity require acquisition of fee interest and permanent easement and rights of way for public street purposes over, under, through and across portions of APN 574-130-05, owned by Sukhwinder Singh, a married man as his sole and separate property, for the construction of a storm drain pipeline between Armstrong Avenue and Laverne Avenue and authorizing eminent domain proceedings for public use and purpose (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) RECOMMENDATIONS Staff recommends that the City Council (1) Conduct a public hearing to consider the adoption of a resolution of public use and necessity for the acquisition of 3.03 acres of property in fee-simple title, and 1.21 acres of property in permanent street easement for the construction of a storm drain pipeline between Armstrong Avenue and Lavern Avenue from 2045 North Armstrong Avenue (APN 574-130-05), owned by Sukhwinder Singh, and (2) Adopt the attached resolution of public use and necessity, which states the public interest and necessity require fee acquisition and permanent street easement for public street purposes over, under, through and across real property for the construction of a storm drain pipeline along the McKinley Avenue alignment between Armstrong Avenue and Laverne Avenue; and authorize an eminent domain action to acquire the fee portion and City of Fresno Printed on 10/3/2023Page 1 of 3 powered by Legistar™ NE/MK 6-0 MA ABSENT R. 2023-266 9/28/2023 File #:ID 23-1323 Agenda Date:9/28/2023 Agenda #: Avenue and Laverne Avenue;and authorize an eminent domain action to acquire the fee portion and permanent street easement pursuant to the California Code of Civil Procedure. EXECUTIVE SUMMARY McKinley Avenue does not currently exist between Clovis Avenue and Temperance Avenue,but is under construction at two locations.The City’s General Plan Circulation Element stipulates that the missing segment of McKinley Avenue will be constructed as a collector street.On December 8, 2016,the City Council approved the Official Plan Line for East McKinley Avenue between North Sunnyside and North Temperance Avenues pursuant to the Fresno General Plan Land Use and Circulation Map.Significant residential development has occurred in the area by Armstrong Avenue and the future extension of McKinley Avenue.Fresno Metropolitan Flood Control District (FMFCD) owns a detention basin (Basin BS)near the intersection of Laverne Avenue and McKinley Avenue. The McKinley Avenue right of way is needed to allow FMFCD to complete the storm drain collection system in this area,which will provide permanent drainage service to several neighborhoods served only by small temporary basins. BACKGROUND Significant residential development has been built on the east side of Fresno in the last ten years. Most of the subdivisions south of Shields Avenue and east of Fowler Avenue are designed to have the storm water conveyed to an existing basin (Basin BS)on the southeast corner of Fowler and McKinley Avenues.The developments have been responsible for the installation of inlets and main storm-drain pipes within the subdivisions.Most of the collection system has been installed. FMFCD’s Master Plan stipulates that a 72-inch pipeline will be built in the future McKinley Avenue right of way to connect to Basin BS.FMFCD has funds to complete the final pipeline to Basin BS and has agreed to install the pipe as soon as the right of way is acquired. All the subdivisions in FMFCD Drainage Area BS have temporary basins.These temporary basins reached maximum capacity after heavy storms in early 2023.Emergency pumps were deployed, and storm water was pumped into canals,open fields,and areas with inlets that flow to Basin BS. Had the City’s Public Works Department not taken immediate action to assist in removing water from the developer-maintained temporary basins,homes would have been flooded.Completion of the large pipeline to connect the existing collection system to Basin BS is a high priority for FMFCD,the Public Works Department, and the residents of neighborhoods served only by temporary basins. City staff have conducted several meetings with the property owner,Mr.Sukhwinder Singh,to discuss purchasing the street right of way from a portion of the eleven-acre parcel.The property owner lives on the property in a home that is close to Armstrong Avenue.Behind the home (west of the homesite),the property owner leases the property to a farmer that grows annual crops.The right of way purchase and construction of the storm drain pipeline and McKinley Avenue will not impact the primary residence or the surrounding landscaping.The acreage that is available for farming will be reduced in size from about ten acres to less than six acres.The property has an existing agricultural well and irrigation lift-pump that are in the area to be acquired for street right of way. The City retained The Dore Group to prepare an appraisal of the McKinley right of way that is needed from the Singh property.They determined the total value to be $924,000.The land value without the cost to cure was established as $647,252,and the cost to cure was set at $276,645.The cost to cure appraisal includes funds to replace the agricultural well and the irrigation lift-pump,the loss ofCity of Fresno Printed on 10/3/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1323 Agenda Date:9/28/2023 Agenda #: cure appraisal includes funds to replace the agricultural well and the irrigation lift-pump,the loss of revenue from the farm lease and the funds to reconstruct the irrigation delivery system. City Real Estate staff mailed a formal offer to the property owner on May 24,2023,but the City did not receive a response to the offer letter.A second letter was sent on July 5,2023.The property owner then contacted City staff on August 17th,and a meeting was held with Mr.Singh and his family on August 21st.The property owner has indicated his disagreement with the appraisal amount.The right-of-way is required as quickly as possible,in order that the storm drain pipeline can be installed before the winter rainy season.Staff will continue in their efforts to negotiate the terms of the purchase with the property owner in parallel with seeking the order of possession.However,it is important that the City Council approve the attached Resolution of Necessity to allow for a hearing date to be set with the courts, so that an order of possession can be obtained. The City Attorney’s Office has reviewed and approved this item as to form. ENVIRONMENTAL FINDINGS On December 8,2016,the City Council Adopted a Finding of Conformity to the to the Fresno General Plan Master Environmental Impact Report (MEIR #2012111015)for the McKinley Avenue Official Plan Line.Environmental Assessment No EA.16-023 was filed with the County Clerk’s office on September 16, 2016. LOCAL PREFERENCE Local preference was not considered because this agreement does not include a bid or award of a construction or services contract. FISCAL IMPACT The McKinley Avenue right of way will be purchased with revenue generated by Major Street Impact Fees.Funds for this purchase were allocated in the Fiscal Year 2024 Budget.No General Funds will be used for this land acquisition. Attachment(s): Resolution First Written Offer with Agreement for Purchase and Sale Deed of Easement Grant Deed Vicinity Map Location Map City of Fresno Printed on 10/3/2023Page 3 of 3 powered by Legistar™ 1 of 5 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. RESOLUTION NO. 2023- _________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DETERMINING THAT PUBLIC INTEREST AND NECESSITY REQUIRE ACQUISITION OF FEE INTEREST AND PERMANENT EASEMENT AND RIGHTS OF WAY FOR PUBLIC STREET PURPOSES OVER, UNDER, THROUGH AND ACROSS PORTIONS OF APN: 574-130-05, OWNED BY SUKHWINDER SINGH, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY, FOR THE CONSTRUCTION OF A STORM DRAIN PIPELINE BETWEEN ARMSTRONG AVENUE AND LAVERNE AVENUE AND AUTHORIZING EMINENT DOMAIN PROCEEDINGS FOR PUBLIC USE AND PURPOSE WHEREAS, the City of Fresno proposes to continue East McKinley Avenue between North Fowler Avenue and North Armstrong Avenue, hereinafter called the “Project”; and WHEREAS, it appears necessary and desirable that the City of Fresno acquire a fee interest portion and a permanent easement and right of way for public street and other purposes over, under, through and across real property more particularly described as Assessor’s Parcel Number (APN) 574-130-05, hereinafter called the “Subject Property,” for construction of the Project and related purposes; and WHEREAS, the City Council adopted an Official Plan Line for McKinley Avenue between North Sunnyside Avenue and North Temperance Avenues on December 8, 2016; and WHEREAS, it is necessary to acquire a fee interest portion and a permanent easement and right of way over, under, through and across the Subject Property in 2 of 5 order to construct a storm drain pipeline between Armstrong Avenue and Laverne Avenue; and WHEREAS, the design of the Project has been reviewed and it has been determined that the Project cannot be constructed without acquiring the fee interest portion and permanent easement and right of way being sought; and WHEREAS, the current ownership of the Subject Property is as follows: Assessor’s Parcel Number 574-130-05, address of 2045 North Armstrong Avenue, Fresno, Ca and currently owned by Sukhwinder Singh. WHEREAS, the fee interest portion and permanent easement and right of way to be acquired over, under, through, and across the Subject Property, and its general location and extent are described and depicted in attached Exhibit “A” and Exhibit “B,” and WHEREAS, the fee interest portion and permanent easement and right of way acquisitions from the Subject Property are necessary to construct a storm drain pipeline between Armstrong Avenue and Laverne Avenue ; and WHEREAS, the City of Fresno has the power and authority to exercise eminent domain and acquire easements and rights of way for the public use set forth herein in accordance with the Constitution of the State of California, California Eminent Domain Law, Code of Civil Procedure section 1230.010 et seq., and pursuant to Government Code sections 37350.5 and 40404, Streets and Highwa y Code section 10102, and section 200 of the Charter of the City of Fresno; and, 3 of 5 WHEREAS, in accordance with Section 7267.2 of the Government Code, an offer to purchase has been made to the owner of record of the real property to be acquired within the Project area; and WHEREAS, in accordance with Section 1245.235 of the Code of Civil Procedure, notice and reasonable opportunity to respond and be heard on this matter has been given to the persons whose property are to be acquired by eminent domain and whose names and addresses appear on the last equalized county assessment roll; and WHEREAS, at such time and place, or as soon thereafter as the matter could be heard, the Council received, heard, and considered information pertinent to the matters required by Section 1245.230 of the Code of Civil Procedure to be determined herein; and WHEREAS, the fee interest portion and permanent easement and right of way will be appropriated to a public use and in accordance with Code of Civil Procedure section 1240.510, the proposed use will not unreasonably interfere with or impair the continuance of the public use as it now exists or may reasonably be expected to exist in the future. NOW, THEREFORE, BE IT RESOLVED the Council of the City of Fresno finds, declares, determines, and orders as follows: 1. The public interest and necessity require the proposed Project. 2. The Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury. 3. The fee interest portion and permanent easement and right of way that is sought are necessary for the proposed Project. 4 of 5 4. The offer to purchase required by Section 7267.2 of the Government Code has been made to the owner of record. 5. The fee interest portion and permanent easement and right of way which are sought are situated in the City of Fresno, County of Fresno, State of California, and is more particularly described and depicted in Exhibit ”A” and Exhibit ”B”. 6. The City Attorney of the City of Fresno is authorized and directed to institute and conduct to conclusion, in the name of the City of Fresno, a proceeding in eminent domain, including arbitration of compensation, in accordance with the provisions of the Constitution of the State of California and the California Eminent Domain Law, to acquire the subject fee portion and permanent street easement and right of way in the name of the City for public purposes. 7. Project ID PW01021, Fund 24042, Org 189901, has been established to disburse the necessary funds for the acquisitions of the fee interest portion, and permanent easement and right of way and to pay for litigation expenses, including staff time. There will be no General Fund dollars required to construct the project. 8. The Controller of the City of Fresno is authorized to disburse out of the above account, as approved by the City Attorney, such amounts as may be required including costs, witness fees and attorneys’ fees, to acquire possession of or title to the fee interest portion and permanent street easement and right of way. 9. This resolution shall be effective upon final approval. 5 of 5 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the ______ day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Date Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Kelsey Seib Date Deputy City Attorney Attachments: Exhibit A Exhibit B 1 PUBLIC WORKS DEPARTMENT Scott L Mozier, P. E. Public Works Director APN: 574-130-05 Project No.: PW01021 City Hall 2600 Fresno Street, 4th Floor Fresno CA 93721 Ph. (559) 621-8650 www.fresno.gov May 24, 2023 Mr. Sukhwinder Singh 2045 N Armstrong Ave, Fresno, CA 93727 RE: OFFER TO PURCHASE (Gov. Code Sec 7267.1 and 7267.2(a)) Dear Property Owner, The City of Fresno wishes to present an offer to purchase a portion of your property at 2045 N Armstrong Ave, Fresno, CA APN 574-130-05, to construct a storm drain pipeline. A description of the property is attached to the Purchase and Sale Agreement as Exhibit "A". The City has established $924,000.00 to be the amount of just compensation for the acquisition of the property and the City offers to pay the total sum of $924,000.00 as compensation for the acquisition of the parcel. The terms of the payment are shown on Page 1 and Exhibit "C" of the attached Purchase and Sale Agreement. Due to City’s need to acquire the property, City will pay for all recording fees, escrow fees, title insurance charges, transfer taxes, re-conveyance processing fees (if required by a lender), and the pro rata portion of real property taxes that are allocable to any period after the passage of title or possession to City. We would appreciate the opportunity to go over the enclosed documents with you in person. Please let me know when a good day and time would be to do so. I will bring a notary public with me so you will not have to enlist the services of one on your own. If you would rather, we could review them over the phone to ensure you understand the process and the documents. After reviewing the enclosed documents, if everything appears satisfactory, please print and return three original signed Agreements for Purchase and Sale, and one of each of the deeds signed and notarized to: Attn: Joshua Marple Real Estate City of Fresno Public Works Dept 2600 Fresno Street, 4th Floor Fresno, CA 93721 Delivered Via USPS Certified Mail 7019 2280 0001 8483 4236 2 If you have any questions or need additional information, you may contact me at my direct line at 559-621-8700 or joshua.marple@fresno.gov. Sincerely, Joshua Marple Real Property Agent Enclosures: •Appraisal Summary Statement •Agreement for Purchase and Sale of Real Property •Grant Deed with Exhibits •Easement Deed with Exhibits •Appraisal •Pamphlet: Caltrans & You •Pamphet: Your Property Your Transportation Project •Exhibit 2-EX-3, Nondiscrimination Statutes •Title VI and Other Discrimination Complaint Form Page 1 of 5 AP # 574-130-05 APPRAISAL SUMMARY STATEMENT BASIC DATA PROJECT: PW01021 / T-6201 McKinley & Armstrong ASSESSOR’S PARCEL NO. (APN#): 574-130-05 OWNER: Sukhwinder Singh PROPERTY LOCATION: 2045 N Armstrong Ave, Fresno, CA 93727 APPLICABLE ZONING: RS-5 CURRENT USE OF SUBJECT PROPERTY: Agricultural Land HIGHEST AND BEST USE OF SUBJECT PROPERTY: As Vacant: Residential As Improved: Residential Of Remainder: Residential DATE OF VALUATION: 3/16/2023 TOTAL PROPERTY AREA: ± 475,675 square feet PROPERTY TO BE ACQUIRED: ALL [ ] PART [ X ] Type/Number of Easements Acquisition 1 is an area along the south side of Assessor’s parcel 574-130-05 and will be acquired in fee. This fee simple acquisition will consist of 131,987 square feet, or 3.0300 acres. Acquisition 2 is an area along the south side of Assessor’s parcel 574-130-05 and will be acquired in permanent easement. This easement acquisition will consist of 52,942 square feet, or 1.2154 acres. IMPROVEMENTS TO BE ACQUIRED: Chicken fencing, dog run fencing, chicken gate, dog run gate, chicken coup, well and pump BASIS OF APPRAISAL The market value for the property to be acquired is based upon an appraisal done by a certified and state-licensed appraiser, which was prepared in accordance with accepted appraisal principles and procedures. Recent sales of comparable properties, income data, and depreciated replacement costs are utilized as appropriate. Full consideration is given to zoning, development potential, and the income that the subject property is capable of producing. There are three approaches to value: 1. In the Sales Comparison Approach, the appraisers derive a value indication by comparing the property being appraised to similar properties in competitive areas that have recently sold or been offered for sale. This procedure is accomplished by applying the appropriate units of comparison extracted from the market and then by applying adjustments to the sales prices of the comparable. This approach in the appraisal analysis is based upon the premise that an informed purchaser would pay no more for a property than a substitute property with equal utility. 2. The Cost Approach is based in part on a replacement cost new of improvements, less depreciation. This approach was not utilized in this analysis. Page 2 of 5 AP # 574-130-05 3.The Income Approach is based upon consideration of the income producing potential of the property. This approach was not utilized in this valuation process as it was deemed inapplicable to this specific case. VALUATION ACQUISITION 1 Fee Simple Acquisition: 131,987 square feet @ $3.50 $461,955.00 ACQUISITION 2 Permanent Easement Acquisition: 52,942 square feet @ $3.50 $185,297.00 Cost to Cure: Chicken Fencing $ 6,678.00 Dog Run Fencing $ 10,715.00 Chicken Gate $ 431.00 Dog Run Gate $ 431.00 Chicken Coup $ 8,390.00 Well & Pump $250,000.00 Total Cost to Cure: $276,645.00 Severance Damages $ 0.00 Benefits $ 0.00 Total Compensation $923,897.00 Total Just Compensation for this Acquisition (Rounded) $924,000.00 NINE HUNDRED TWENTY-FOUR THOUSAND DOLLARS AND NO CENTS This summary of the basis of the amount offered as just compensation is presented in compliance with federal and state laws and has been derived from a formal appraisal prepared by a certified and state- licensed real estate appraiser, which includes supporting sales data and other documentation. The appraisal is hereby confirmed, approved, and accepted by this agency and a purchase offer based thereon is hereby approved and authorized. City of Fresno Approved for Purchase Offer and Acquisition: By: ________________________________________ Date: _______________________ Name: Nancy Bruno Title: Supervising Real Estate Agent Att: Land Comparable Summary Table May 24, 2023 Page 3 of 5 AP # 574-130-05 SUMMARY STATEMENT RELATING TO PURCHASE OF REAL PROPERTY OR AN INTEREST THEREIN Project: PW01021 City of Fresno – T-6201 McKinley & Armstrong APN#: 574-130-05 (Sukhwinder Singh) The proposed project consists of expanding McKinley Avenue. Your property, located in Fresno, California, is within the project area and identified by your County Assessor as Parcel Numbers 574-130-05. Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and the California Relocation Assistance and Real Property Acquisition Guidelines requires that each owner from whom the City purchases real property or an interest therein or each tenant owning improvements on said property be provided with a summary of the appraisal of the real property or interest therein, as well as the following information: 1.You are entitled to receive full payment prior to vacating the real property being purchased unless you have heretofore waived such entitlement. You are not required to pay recording fees, transfer taxes, or the pro rata portion of real property taxes which are allocable to any period subsequent to the passage of title or possession. 2.The City will offer to purchase any remnant(s) considered by the City to be an uneconomic unit(s) which is/(are) owned by you or, if applicable, occupied by you as a tenant and which is/(are) contiguous to the land being conveyed. 3. All buildings, structures, and other improvements affixed to the land described in the referenced document(s) covering this transaction and owned by the grantor(s) herein or, if applicable, owned by you as a tenant, are being conveyed unless other disposition of these improvements has been made. The interests being acquired are described in the accompanying Deeds. 4. The market value of the property being purchased is based upon a market value appraisal which is $924,000.00, summarized on the attached Appraisal Summary Statement and such amount: a.Represents the full amount of the appraisal of just compensation for the property to be purchased. b.Is not less than the approved appraisal of the fair market value of the property as improved. c. Disregards any decrease or increase in the fair market value of the real property to be acquired prior to the date of valuation caused by the public improvement for which the property is being acquired or by the likelihood that the property would be acquired for such public improvement, other than that due to physical deterioration within the reasonable control of the owner or occupant; and d.Does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which the owner is entitled to receive under an agreement with the City. Page 4 of 5 AP # 574-130-05 5.Pursuant to Civil Code of Procedure Section 1263.025, should you elect to obtain an independent appraisal, the City will pay for the actual reasonable costs of such an appraisal up to a maximum of $5,000 subject to the following conditions: a.You, not the City, must order the appraisal. Should you enter into a contract with the selected appraiser, the City will not be a party to your contract with an appraiser. b.The selected appraiser must be licensed with the California Office of Real Estate Appraisers (OREA). It is also recommended that such appraiser be experienced and qualified in the appraisal of easements if this offer is to purchase easements rather than the fee interest in your property. c.Within 30 days of your receipt of this offer, you must notify the City of your intent to obtain an independent appraisal. d.Appraisal cost reimbursement requests must be made in writing and submitted to the City within 30 days of your receipt of the independent appraisal and no later than 120 days of your receipt of this offer. Copies of the contract (if a contract was made), appraisal report, and invoice for completed work by the appraiser must be provided to the City concurrent with submission of the appraisal cost reimbursement request. The appraisal costs must be reasonable and justifiable. 6. No person in the United States of America shall, on the grounds of race, color, national origin, sex, age, or disability be excluded from the participation in, be denied the benefits of, or be otherwise subjected to discrimination under any City programs or activities. If federal funding is being utilized in the project for which your property is being sought, notice is hereby provided that it is the policy of the City to assure full compliance with Title VI of the Civil Rights Act of 1964, the Civil Rights Restoration Act of 1987, and related statutes and regulations, in all programs and activities undertaken by the City. Any person who believes they have been subjected to unlawful discriminatory practice under Title VI has a right to file a formal complaint with the City. 7.The owner of a business conducted on a property to be acquired, or conducted on the remaining property which will be affected by the purchase of the required property, may be entitled to compensation for the loss of goodwill. Entitlement is contingent upon the business owners’ ability to prove such loss in accordance with the provisions of Section 1263.510 and 1263.520 of the Code of Civil Procedure. 8.If you ultimately elect to reject this offer for the purchase of your property, you are entitled to have the amount of compensation determined by a court of law in accordance with the laws of the State of California. Page 5 of 5 AP # 574-130-05 1 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS APN 574-130-05 Tract-6201 McKinley Avenue Right of Way Project City Project No.: PW01021 This Agreement for purchase and sale of real property (Agreement) is entered into by and between Sukhwinder Singh, (Owner), without regard to number or gender, and CITY OF FRESNO, a municipal corporation (City) for fee acquisition and permanent street easement and right-of-way for public street purposes on the following terms and conditions. 1.The real property, which is the subject of this Agreement, hereinafter "Subject Property", consists of property granted in fee and in permanent street easement and right of way to facilitate the Tract-6201 McKinley Avenue Right of Way Project (“Project”), situated in the City of Fresno, County of Fresno, State of California. The Subject Property is generally located at 2045 N. Armstrong Avenue, Clovis, California 93727. The portion of the Subject Property being acquired totals ±184,929 square feet in size, within Assessor's Parcel Number 574-130-05, and is more particularly described and depicted on Exhibit “A” and Exhibit "B", attached hereto, and incorporated herein by reference. 2.Owner agrees to grant to City property in fee and permanent street easement and right of way, for public street purposes over, under, through, and across the Subject Property, free and clear of all liens, encumbrances, and restrictions of record. 3.City shall pay just compensation of NINE HUNDRED TWENTY-FOUR THOUSAND, DOLLARS ($924,000.00) for the Subject Property, including cost to cure damages, benefits and/or severance damages to the remainder, if any, as described on Exhibit "C", attached hereto and incorporated herein by reference. 4.Clause 3 above may include payment for the replacement of improvements such as fencing and/or irrigation facilities that are within the area being acquired for this project and must be replaced in order to proceed with the construction of the project. If Owner does not replace said items, City may install temporary fencing on Owner’s property lying immediately adjacent to the new right of way line, if necessary, to hold in livestock during construction of the road project, and/or plug the irrigation line(s) at Owner's property line. Owners hereby agree to allow City, its agents, employees, authorized contractors and subcontractors and their employees access to their remaining property to perform said work and that the cost for said work shall be billed to and paid for by Owner. 5.The Effective date of this Agreement shall be upon its duly authorized execution by City and the payment of NINE HUNDRED TWENTY-FOUR THOUSAND, DOLLARS ($924,000.00) as just compensation to the Owner. 2 6.Owner represents and warrants that it holds fee title to the Subject Property and has the authority to enter into the Agreement herein made. 7.Owner agrees to hold City harmless and reimburse City for any and all losses and expenses as to the Subject Property by reason of any change in ownership or Lease of said Subject Property held by any tenant of the Owner. 8.The sale shall be completed through an External Escrow to be opened at First American Title Company at 211 East Caldwell Avenue Visalia, CA 93277. Ann Kay shall be the escrow agent. Said escrow shall be opened upon the following terms and conditions, and the Owner and City by their signature to this Agreement make this paragraph their escrow instructions: a.City shall deposit the sums specified in Paragraph 3 of this Agreement and the closing costs in escrow upon receipt of a demand and statement from said title company. b.Payment of said sums, less Owner's cost to clear title, if any, may be made to Owner only when escrow holder possesses and is in a position to deliver to City a fully executed and acknowledged and recorded grant deed and deed of easement to the Subject Property free and clear of all liens, encumbrances, and restrictions of record. c.City reserves the right to accept title to the property interest to be acquired by City herein subject to certain defects in any or all matters of record title to the property. In consideration for Owner receiving the total sum as stated in Paragraph 3, the undersigned Owner covenants and agrees to indemnify and hold City harmless from any and all claims and demands third parties may make or assert and causes of action third parties may bring which arise out of or are in connection with the foregoing defects in title to the property. The Owner’s obligation herein to indemnify and hold harmless City shall not exceed the amount paid to the Owner specified in Paragraph 3. d.It is understood that Owner shall be responsible for the payment of all taxes, penalties, redemptions, and costs allocable to the Subject Property. e.The escrow fee, cost of policy of title insurance, recording fees (if any), shall be paid by City. f.Disbursements of the purchase price to be in the amounts, at the times, and in all respects in accordance with the terms and conditions and subject to the limitations of this Agreement. 3 9. Owner shall indemnify, hold harmless, and defend City, its officers, agents, employees, and volunteers from any liability, loss, fines, penalties, forfeitures, claims, expenses, and costs, whether incurred by the Owner, City, or any other third party, arising directly or indirectly from the release, presence or disposal of any hazardous substances or materials (as now or hereafter defined in any law, regulation, or rule) in, on, or about the Subject Property on or before the effective date of this Agreement. This indemnity shall include, without limitation, any claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), or any other federal, state, or local law whether statutory or common law, ordinance, or regulation. Costs or losses covered will include, without limitation, consultants, engineering, investigator fees, clean up or disposal costs and attorneys' fees, and damages. The Owner’s obligation herein to indemnify and hold harmless City shall not exceed the amount paid to the Owner specified in Paragraph 3. This limitation does not preclude City from bringing a claim against Owner for a loss on the adjacent property. 10.Miscellaneous Provisions: a. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provision 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. b.Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement any rights and duties hereunder shall be Fresno, California. c.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. d.Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability or any one provision in this Agreement shall not affect the other provisions. e.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 4 of or against any party, but rather by construing the terms in accordance with their generally accepted meaning. f.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. g.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. h.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. i.Exhibits and Attachments. Each Exhibit and Attachment referenced herein is by such reference incorporated into and made a part of this Agreement for all purposes. j.Non-Material Changes. The Public Works Director of the City, or designee, may execute any supplemental escrow instructions and may make minor modifications to this Agreement, the exhibits, and the documents referenced herein, provided such modifications do not constitute a material change to this Agreement. k.Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both City and the Owner. [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the Effective date of this Agreement as defined above. CITY OF FRESNO, A California municipal corporation By: Scott L. Mozier, PE Date Public Works Director RECOMMENDED FOR APPROVAL: By: Joshua Marple Date Senior Real Estate Agent By: Nancy Bruno Date Supervising Real Estate Agent APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Kelsey Seib Date Deputy City Attorney Sukhwinder Singh By: Sukhwinder Singh Date ATTEST: TODD STERMER, CMC, MMC City Clerk By: Deputy Date Attachments: 1.Exhibit “A” 2.Exhibit “B” 3.Exhibit “C” EXHIBIT "A" EXHIBIT "A" EXHIBIT "B" EXHIBIT "B" Page 1 of 5 Exhibit C AP # 574-130-05 APPRAISAL SUMMARY STATEMENT BASIC DATA PROJECT: PW01021 / T-6201 McKinley & Armstrong ASSESSOR’S PARCEL NO. (APN#): 574-130-05 OWNER: Sukhwinder Singh PROPERTY LOCATION: 2045 N Armstrong Ave, Fresno, CA 93727 APPLICABLE ZONING: RS-5 CURRENT USE OF SUBJECT PROPERTY: Agricultural Land HIGHEST AND BEST USE OF SUBJECT PROPERTY: As Vacant: Residential As Improved: Residential Of Remainder: Residential DATE OF VALUATION: 3/16/2023 TOTAL PROPERTY AREA: ± 475,675 square feet PROPERTY TO BE ACQUIRED: ALL [ ] PART [ X ] Type/Number of Easements Acquisition 1 is an area along the south side of Assessor’s parcel 574-130-05 and will be acquired in fee. This fee simple acquisition will consist of 131,987 square feet, or 3.0300 acres. Acquisition 2 is an area along the south side of Assessor’s parcel 574-130-05 and will be acquired in permanent easement. This easement acquisition will consist of 52,942 square feet, or 1.2154 acres. IMPROVEMENTS TO BE ACQUIRED: Chicken fencing, dog run fencing, chicken gate, dog run gate, chicken coup, well and pump BASIS OF APPRAISAL The market value for the property to be acquired is based upon an appraisal done by a certified and state-licensed appraiser, which was prepared in accordance with accepted appraisal principles and procedures. Recent sales of comparable properties, income data, and depreciated replacement costs are utilized as appropriate. Full consideration is given to zoning, development potential, and the income that the subject property is capable of producing. There are three approaches to value: 1.In the Sales Comparison Approach, the appraisers derive a value indication by comparing the property being appraised to similar properties in competitive areas that have recently sold or been offered for sale. This procedure is accomplished by applying the appropriate units of comparison extracted from the market and then by applying adjustments to the sales prices of the comparable. This approach in the appraisal analysis is based upon the premise that an informed purchaser would pay no more for a property than a substitute property with equal utility. 2.The Cost Approach is based in part on a replacement cost new of improvements, less depreciation. This approach was not utilized in this analysis. Page 2 of 5 Exhibit C AP # 574-130-05 3.The Income Approach is based upon consideration of the income producing potential of the property. This approach was not utilized in this valuation process as it was deemed inapplicable to this specific case. VALUATION ACQUISITION 1 Fee Simple Acquisition: 131,987 square feet @ $3.50 $461,955.00 ACQUISITION 2 Permanent Easement Acquisition: 52,942 square feet @ $3.50 $185,297.00 Cost to Cure: Chicken Fencing $ 6,678.00 Dog Run Fencing $ 10,715.00 Chicken Gate $ 431.00 Dog Run Gate $ 431.00 Chicken Coup $ 8,390.00 Well & Pump $250,000.00 Total Cost to Cure: $276,645.00 Severance Damages $ 0.00 Benefits $ 0.00 Total Compensation $923,897.00 Total Just Compensation for this Acquisition (Rounded) $924,000.00 NINE HUNDRED TWENTY-FOUR THOUSAND DOLLARS AND NO CENTS This summary of the basis of the amount offered as just compensation is presented in compliance with federal and state laws and has been derived from a formal appraisal prepared by a certified and state- licensed real estate appraiser, which includes supporting sales data and other documentation. The appraisal is hereby confirmed, approved, and accepted by this agency and a purchase offer based thereon is hereby approved and authorized. City of Fresno Approved for Purchase Offer and Acquisition: By: ________________________________________ Date: _______________________ Name: Nancy Bruno Title: Supervising Real Estate Agent Att: Land Comparable Summary Table Page 3 of 5 Exhibit C AP # 574-130-05 SUMMARY STATEMENT RELATING TO PURCHASE OF REAL PROPERTY OR AN INTEREST THEREIN Project: PW01021 City of Fresno – T-6201 McKinley & Armstrong APN#: 574-130-05 (Sukhwinder Singh) The proposed project consists of expanding McKinley Avenue. Your property, located in Fresno, California, is within the project area and identified by your County Assessor as Parcel Numbers 574-130-05. Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and the California Relocation Assistance and Real Property Acquisition Guidelines requires that each owner from whom the City purchases real property or an interest therein or each tenant owning improvements on said property be provided with a summary of the appraisal of the real property or interest therein, as well as the following information: 1.You are entitled to receive full payment prior to vacating the real property being purchased unless you have heretofore waived such entitlement. You are not required to pay recording fees, transfer taxes, or the pro rata portion of real property taxes which are allocable to any period subsequent to the passage of title or possession. 2.The City will offer to purchase any remnant(s) considered by the City to be an uneconomic unit(s) which is/(are) owned by you or, if applicable, occupied by you as a tenant and which is/(are) contiguous to the land being conveyed. 3. All buildings, structures, and other improvements affixed to the land described in the referenced document(s) covering this transaction and owned by the grantor(s) herein or, if applicable, owned by you as a tenant, are being conveyed unless other disposition of these improvements has been made. The interests being acquired are described in the accompanying Deeds. 4. The market value of the property being purchased is based upon a market value appraisal which is $924,000.00, summarized on the attached Appraisal Summary Statement and such amount: a.Represents the full amount of the appraisal of just compensation for the property to be purchased. b.Is not less than the approved appraisal of the fair market value of the property as improved. c. Disregards any decrease or increase in the fair market value of the real property to be acquired prior to the date of valuation caused by the public improvement for which the property is being acquired or by the likelihood that the property would be acquired for such public improvement, other than that due to physical deterioration within the reasonable control of the owner or occupant; and d.Does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which the owner is entitled to receive under an agreement with the City. Page 4 of 5 Exhibit C AP # 574-130-05 5.Pursuant to Civil Code of Procedure Section 1263.025, should you elect to obtain an independent appraisal, the City will pay for the actual reasonable costs of such an appraisal up to a maximum of $5,000 subject to the following conditions: a.You, not the City, must order the appraisal. Should you enter into a contract with the selected appraiser, the City will not be a party to your contract with an appraiser. b.The selected appraiser must be licensed with the California Office of Real Estate Appraisers (OREA). It is also recommended that such appraiser be experienced and qualified in the appraisal of easements if this offer is to purchase easements rather than the fee interest in your property. c.Within 30 days of your receipt of this offer, you must notify the City of your intent to obtain an independent appraisal. d.Appraisal cost reimbursement requests must be made in writing and submitted to the City within 30 days of your receipt of the independent appraisal and no later than 120 days of your receipt of this offer. Copies of the contract (if a contract was made), appraisal report, and invoice for completed work by the appraiser must be provided to the City concurrent with submission of the appraisal cost reimbursement request. The appraisal costs must be reasonable and justifiable. 6. No person in the United States of America shall, on the grounds of race, color, national origin, sex, age, or disability be excluded from the participation in, be denied the benefits of, or be otherwise subjected to discrimination under any City programs or activities. If federal funding is being utilized in the project for which your property is being sought, notice is hereby provided that it is the policy of the City to assure full compliance with Title VI of the Civil Rights Act of 1964, the Civil Rights Restoration Act of 1987, and related statutes and regulations, in all programs and activities undertaken by the City. Any person who believes they have been subjected to unlawful discriminatory practice under Title VI has a right to file a formal complaint with the City. 7.The owner of a business conducted on a property to be acquired, or conducted on the remaining property which will be affected by the purchase of the required property, may be entitled to compensation for the loss of goodwill. Entitlement is contingent upon the business owners’ ability to prove such loss in accordance with the provisions of Section 1263.510 and 1263.520 of the Code of Civil Procedure. 8.If you ultimately elect to reject this offer for the purchase of your property, you are entitled to have the amount of compensation determined by a court of law in accordance with the laws of the State of California. Page 5 of 5 Exhibit C AP # 574-130-05 Real Estate Appraisal Report Prepared For: Nancy Bruno Public Works – Real Estate Services City of Fresno 2600 Fresno Street, 4th Floor Fresno, CA 93721 McKinley Avenue Right of Way, Singh Property March 29, 2023 Nancy Bruno Public Works – Real Estate Services City of Fresno 2600 Fresno Street, 4th Floor Fresno, CA 93721 Re: McKinley Avenue Right of Way, Singh Property Assessor Parcel Number: 574-130-05 2045 N. Armstrong Avenue Fresno, Fresno County, California, 93727 Dear Ms. Bruno: Pursuant to your request, we performed an appraisal of the above referenced property as more particularly described in the appraisal report to follow. More specifically, a portion of the subject property may be purchased by the City of Fresno. The property is owned by Sukhwinder Singh, and the larger parcel consists of one parcel of land totaling 10.92 acres, or 475,675 square feet. The subject is zoned for residential use and has both legal and physical access. A Notice of Decision to Appraise letter (NODA) was sent to the property owner on February 9, 2023. The owner did not respond and was not available during the inspection of the property which occurred on March 16, 2023. The date of value is March 16, 2023. As part of the scope of work for this assignment, we have gathered pertinent information, sales, and other data relevant to the valuation, and analyzed the data to reach our conclusions. This appraisal is prepared in a summary style report as set out in the Uniform Standards of Professional Appraisal Practice. This report was prepared for Nancy Bruno, City of Fresno and is intended only for their specified use. The intended use of this appraisal is to provide a current opinion of market value based on highest and best use of the subject property and all relevant property rights and interests. Ms. Bruno City of Fresno March 29, 2023 Page 2 This appraisal report has been prepared in accordance with our interpretation of the State of California’s guidelines and requirements and the Uniform Standards of Professional Appraisal Practice (USPAP). Your attention is directed to the Hypothetical Conditions, Extraordinary Assumptions, and General Conditions and Assumptions sections of this report. Acceptance of this report constitutes an agreement with these conditions and assumptions. In particular, we note the following: HYPOTHETICAL CONDITIONS A hypothetical condition is defined as “that which is contrary to what exists but is supposed for the purposes of analysis.”1 •The subject property is subject to an acquisition for eminent domain for the City of Fresno as such the reference to full or partial take of the property has not occurred as of the date of value. Therefore, any value conclusion related to full or part take is considered a hypothetical condition because it represents an event that has not yet occurred. EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is defined as “an assumption, directly related to a specific assignment, as of the effective date of the assignment results, which, if found to be false, could alter the appraisers’ opinions or conclusions.”2 •We have assumed the gross acreage figure reported on the right of way appraisal map excludes land areas dedicated for roadways. •The subject property has been appraised subject to information, maps, and exhibits provided by the City of Fresno engineers. As such the engineering exhibits are integral to the value conclusions in the appraisal. We have assumed this information, as shown, reliable for analysis purposes. •We have assumed that the irrigation well on the southeast corner of the subject property is fully functional. After discussions with Fresno Irrigation District, it has also been assumed that the depth of the well is approximately 125 feet. 1 The Dictionary of Real Estate Appraisal, 6th Edition (Chicago: Appraisal Institute, 2015). 2 Ibid. Ms. Bruno City of Fresno March 29, 2023 Page 3 • The concept of market value as used in this report is qualified to the extent that the subject property has been appraised in compliance with California Code of Civil Procedure Section 1263.330 which states that “The fair market value of the property taken shall not include any increase or decrease in the value of the property that is attributable to any of the following: (a) The project for which the property is taken; (b) The eminent domain proceedings in which the property is taken.” We certify that we have no present or contemplated future interest in the property beyond this estimate of value. We have not performed services, as appraisers, regarding the property that is the subject of this report. Based on the appraisal described in the accompanying report, subject to the Hypothetical Conditions, Extraordinary Assumptions and General Conditions and Assumptions, we have made the following value conclusion(s): VALUE INDICATIONS Larger Parcel Value $1,664,863 Fee Simple Permanent Easement $461,955 $185,297 Cost to Cure $276,645 Just Compensation $923,897 Rounded $924,000 The market exposure time3 preceding March 16, 2023 would have been 6 months and the estimated marketing period 4 as of March 16, 2023 is 6 months. 3 Exposure Time: see definition in the Addenda. 4 Marketing Time: see definition in the Addenda. Ms. Bruno City of Fresno March 29, 2023 Page 4 Thank you for the opportunity of submitting this appraisal. If we can be of further service, please do not hesitate to call. Respectfully submitted, The Doré Group __________________________________ Lance W. Doré, MAI, FRICS President / CEO AG 002464 lwdore@thedoregroup.com Emily Ming Appraiser AG 3003661 eming@thedoregroup.com Summary of Salient Facts and Conclusions ................................................................................. 7 Definition of Market Value........................................................................................................ 11 Property Rights Appraised ........................................................................................................ 11 Hypothetical Conditions and Extraordinary Assumptions ........................................................ 14 General Conditions and Assumptions ....................................................................................... 15 Regional Map ............................................................................................................................ 18 Regional Description – Fresno County ...................................................................................... 19 Neighborhood Map ................................................................................................................... 25 Community Description – Fresno .............................................................................................. 26 Subject Aerial Photograph ........................................................................................................ 30 Property Description ................................................................................................................. 31 Larger Parcel ............................................................................................................................. 31 larger parcel - overview ............................................................................................................ 31 Right Of Way Acquisition .......................................................................................................... 36 Project Description .................................................................................................................... 36 Property to be Acquired ............................................................................................................ 36 Acquisition Descriptions ............................................................................................................ 37 Description of the Remainder ................................................................................................... 37 Assessor Parcel Map ................................................................................................................. 38 Subject Photographs ................................................................................................................. 42 Larger Parcel - Highest and Best Use as Vacant ........................................................................ 44 Larger Parcel - Highest and Best Use as Improved ................................................................... 45 Highest And Best Use Of The Remainder .................................................................................. 45 Comparable Land Comparable Map ......................................................................................... 49 Land Comparable Photographs ................................................................................................. 50 The Comparison Process ........................................................................................................... 52 Valuation of Parcels to be Acquired .......................................................................................... 57 Value of the Remainder Parcel as Part of the Whole ............................................................... 58 Value of the Remainder Before Consideration of Benefits ....................................................... 58 Value of the Remainder After the Consideration of Benefits ................................................... 58 Summary of Conclusions ........................................................................................................... 60 Addenda .................................................................................................................................... 65 TABLE OF CONTENTS TDG 2023 014 7 SUMMARY OF SALIENT FACTS AND CONCLUSIONS SUBJECT: Singh Property 2045 N. Armstrong Avenue, Fresno, Fresno County, California, 93727 OWNER: Sukhwinder Singh, a married man as his sole and separate property LEGAL DESCRIPTION: Lengthy, please refer to the PTR in the addenda. DATE OF REPORT: March 29, 2023 DATE OF VALUE: March 16, 2023 DATE OF INSPECTION: March 16, 2023 NODA LETTER: The Notice of Decision to Appraise was mailed on February 9, 2023. The property owner’s representatives were not responsive and were not available for the inspection. DATE OF INSPECTION: The subject property was inspected, and photos were taken on March 16, 2023. During the inspection, the appraiser was not accompanied by one of the property’s managers. This was the last day of inspection. REPORT TYPE: This is an Appraisal Report as defined by Uniform Standards of Professional Appraisal Practice under Standards Rule 2-2(A). This format provides a summary of the appraisal process, subject and market data and valuation analyses. PURPOSE OF APPRAISAL: The purpose of the appraisal is to determined fair market value of the larger parcel and parts taken for the City of Fresno. INTENDED USE: The intended use of this appraisal is to assist the client in potential acquisition for the City of Fresno through the process of eminent domain to determine Just Compensation. INTENDED USER(S): Nancy Bruno, City of Fresno. TDG 2023 014 8 SALE AND OFFER HISTORY: The subject property has not sold or transferred in the past five years. To the best of our knowledge, the subject is not currently marketed for sale, or under contract for sale. HIGHEST AND BEST USE: A complete as vacant and as improved highest and best use analysis for the subject has been made. Physically possible, legally permissible and financially feasible uses were considered, and the maximally productive use was concluded. As Vacant: Residential As Improved: Residential Of Remainder: Residential TDG 2023 014 9 PROPERTY PROPERTY IDENTIFICATION: The subject has been identified by the engineering maps provided by the client, and the assessor parcel number. PROPERTY ASSESSOR PARCEL NUMBERS: 574-130-05 LARGER PARCEL: 10.92 Acres (Per Parcel Maps) PROPOSED PARTIAL ACQUISTIONS: Property Rights Sq. Ft. (UF) Acres Fee Simple Permanent Easement 131,987 52,942 3.0300 1.5154 UNECONOMIC REMAINDER: None. ZONING: RS-5 (Residential Single-Family, Medium Density) GENERAL PLAN: Residential Medium High Density (5.0 – 12 DU per Acre) WILLIAMSON ACT: The subject is not encumbered with a Williamson Act contract CONSISTENT USES: North Residential and Agricultural South Rural Residential and Agricultural East: Residential and Agricultural West: Rural Residential and Agricultural IMPROVEMENTS: The property is improved with a single-family residence that will not be impacted by the acquisition. A dog run and chicken coup area will be impacted by the acquisition. PERSONAL PROPERTY: None VALUATION ANALYSES: Cost Approach: A cost approach was not developed as the subject is land only. Sales Comparison Approach: A sales approach was applied as there is adequate data to develop a value estimate and this approach reflects market behavior for this property type. TDG 2023 014 10 Income Approach: An income approach was not developed due to the lack of sufficient information regarding the subject’s production and expenses. TDG 2023 014 11 Market Value Defined (California Code of Civil Procedures Section 1263.320) a)The Fair Market Value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. b)The Fair Market Value of property taken for which there is no relevant, comparable market is its value on the date of valuation as determined by any method of valuation that is just and equitable. PROPERTY RIGHTS APPRAISED The property right of ownership appraised was the fee simple estate. Fee simple interest does include mineral rights, unless otherwise stated. The fee simple title can be defined as follows: “Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.”5 5Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th Edition (AI, Chicago: 2015). DEFINITION OF MARKET VALUE TDG 2023 014 12 SCOPE OF WORK According to the Uniform Standards of Professional Appraisal Practice, it is the appraisers’ responsibility to develop and report a scope of work that results in credible results that are appropriate for the appraisal problem and intended user(s). Therefore, the appraiser has identified and considered: ● the client and intended users; ● the intended use of the report; ● the type and definition of value; ● the effective date of value; ● assignment conditions; ● typical client expectations; and ● typical appraisal work by peers for similar assignments. In preparing this report, we have identified one (1) fee simple acquisition and one (1) permanent easement. It is our intent to provide sufficient data and analysis which will support our value conclusions; thus, facilitating the client in making an offer(s) of just compensation to the property owners. In providing this analysis we investigated numerous land sales and listings from the area and confirmed all data with buyers, sellers, brokers, property developers, and/or public officials when possible. We collected, confirmed, and reported data that were applicable in the valuation process. Data collection involved the use of various sources including the Multiple Listing Service, RealQuest, County deed records, and in-house materials. The data collected and confirmed have been reported to an extent sufficient for the particular appraisal problem involved. The steps completed, and the material reviewed for this assignment includes, but are not limited to: • Inspected and photographed the subject and its environs; • Site inspection and interview with the property owner or their representatives; • Researched current general plan and zoning data relevant to the subject; • Researched micro/macro market conditions; • Completed a detailed Highest and Best use; • Completed the larger parcel analysis; • Reviewed engineering and construction details for the High-Speed Rail Project; • Reviewed proposed acquisition parcels and; • Reviewed potential damages and benefits. TDG 2023 014 13 DOCUMENTATION The Doré Group was provided with the document(s) listed below. Unless noted, the document(s) did not indicate any unusual or detrimental conditions that have an impact on value. These documents were assumed to be accurate and were relied upon in the valuation of the subject property. •Right of Way Exhibit Map •Preliminary title report, prepared by Fidelity National Title Insurance Company dated November 14, 2022, Order Number 5405-6927613. Documents not received: Importantly, we requested a number of documents that were not provided. These include, but are not limited to: •None. No responsibility is assumed for any missing pertinent data contained within these documents and the reconciled value does not reflect knowledge of their content. If additional information becomes available, we reserve the right to revise our report and analysis. This may materially impact the value conclusions herein. TDG 2023 014 14 Acceptance of and/or use of this report constitutes acceptance of the indicated Hypothetical Conditions and Extraordinary Assumptions; these can only be modified in a written document(s) executed by both parties. HYPOTHETICAL CONDITIONS A hypothetical condition is defined as “that which is contrary to what exists but is supposed for the purposes of analysis.”6 • The subject property is subject to an acquisition for eminent domain for the City of Fresno as such the reference to full or partial take of the property has not occurred as of the date of value. Therefore, any value conclusion related to full or part take is considered a hypothetical condition because it represents an event that has not yet occurred. EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is defined as “an assumption, directly related to a specific assignment, as of the effective date of the assignment results, which, if found to be false, could alter the appraisers’ opinions or conclusions.”7 • We have assumed the gross acreage figure reported on the right of way appraisal map excludes land areas dedicated for roadways. • The subject property has been appraised subject to information, maps, and exhibits provided by the City of Fresno engineers. As such the engineering exhibits are integral to the value conclusions in the appraisal. We have assumed this information, as shown, reliable for analysis purposes. • We have assumed that the irrigation well on the southeast corner of the subject property is fully functional. After discussions with Fresno Irrigation District, it has also been assumed that the depth of the well is approximately 125 feet. • The concept of market value as used in this report is qualified to the extent that the subject property has been appraised in compliance with California Code of Civil Procedure Section 1263.330 which states that “The fair market value of the property taken shall not include any increase or decrease in the value of the property that is attributable to any of the following: (a) The project for which the property is taken; (b) The eminent domain proceedings in which the property is taken.” 6 The Dictionary of Real Estate Appraisal, 6th Edition (Chicago: Appraisal Institute, 2015). 7 Ibid. HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS TDG 2023 014 15 The appraisal has been completed subject to the following General Conditions and Assumptions: • This appraisal was completed per the requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) and those additional requirements expected of a member of the Appraisal Institute. The development process used was a complete analysis that is documented in this Summary appraisal report. • By use of this appraisal report, each party that uses this report agrees to be bound by all of the Hypothetical Conditions and Extraordinary Assumptions stated herein. The opinions are only as of the date stated in the appraisal report. Changes since that date in external and market factors, or in the subject property itself, can significantly affect the conclusions presented in the appraisal report. • We were provided with a preliminary title report, prepared by First American Title Company dated November 14, 2022, Order Number 5405-6927613. We were not provided a map depicting the location of the identified easements. The property was appraised assuming there were no adverse easements, encroachments, or other encumbrances. We did review of right-of-way maps and assessor plat map which did not indicate any adverse easements. During our physical inspection we observed typical utility corridors and have assumed there is an associated easement(s). If subsequent to the submission of this report, it is discovered that easements or encroachments do exist on the subject property which may materially impact its value, we reserve the right to adjust our reconciled market value(s) as necessary given the new information. • This appraisal is to be used only for the purpose stated herein. While distribution of this appraisal in its entirety is at the discretion of the client, individual sections shall not be distributed as this report is intended to be used in whole and not in part. • All files, work papers and documents developed in connection with this assignment are the property of The Doré Group. No part of this appraisal, its value estimates, or the identity of the firm or the appraiser(s) may be communicated to the public through advertising, public relations, media sales, or other media without The Doré Group's prior written consent. If the appraisal report is referred to or included in any offering material or prospectus, the report shall be deemed referred to or included for informational purposes only and The Doré Group, its employees, and the appraiser(s) have no liability to such recipients. The Doré Group disclaims any and all liability to any party other than the party that retained The Doré Group to prepare the appraisal report. • The information contained in this appraisal report, or upon which the report is based, has been gathered from sources the appraiser(s) assumes to be reliable and accurate. The owner of the subject property may have provided some of such information. Neither the appraiser(s), nor The Doré Group, shall be responsible for the accuracy or completeness of such information, including the correctness of estimates, opinions, dimensions, sketches, exhibits, and factual matters. Any authorized user of the appraisal GENERAL CONDITIONS AND ASSUMPTIONS TDG 2023 014 16 report is obligated to bring to the attention of The Doré Group any inaccuracies or errors that it believes are contained in the report. Any plans provided are intended to assist the client in visualizing the property; no other use of these plans is intended or permitted. Appraisals are based on the data available at the time the assignment is completed. Amendments/modifications to appraisals based on new information made available after the appraisal was completed will be made, as soon as reasonably possible, for an additional fee. • No part of the appraisal report shall be used in conjunction with any other analyses. Reference to the Appraisal Institute or to the MAI designation is prohibited. Except as may be otherwise stated in the letter of engagement, the appraisal report may not be used by any person(s) other than the party(ies) to whom it is addressed or for purposes other than that for which it was prepared. Any authorized user(s) of this appraisal report who provides a copy to, or permits reliance thereon by, any person or entity not authorized by The Doré Group in writing to use or rely thereon, hereby agrees to indemnify and hold The Doré Group, its affiliates and their respective shareholders, directors, officers and employees, harmless from and against all damages, expenses, claims and costs, including attorneys' fees, incurred in investigating and defending any claim arising from or in any way connected to the use of, or reliance upon, the appraisal report by any such unauthorized person(s) or entity(ies). • If the appraisal report is submitted to a lender or investor with the prior approval of The Doré Group, such party should consider this report as only one factor, together with its independent investment considerations and underwriting criteria, in its overall investment decision. Such lender or investor is specifically cautioned to understand all Hypothetical Conditions and Extraordinary Assumptions incorporated in this appraisal report. • The appraiser(s) may not divulge the material (evaluation) contents of the report, analytical findings, or conclusions, or give a copy of the report to anyone other than the client, legal authorities via subpoena, or the Appraisal Institute. • The appraisal report is based on the assumption of: (a) responsible ownership and competent management of the subject property; (b) no hidden or unapparent conditions of the subject property, subsoil or structures that render the property more or less valuable (no responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them); (c) full compliance with all applicable federal, state and local zoning and environmental regulations and laws, unless noncompliance is stated, defined and considered in the Report; and (d) all required licenses, certificates of occupancy and other governmental consents have been or can be obtained and renewed for any use on which the value opinion contained in the appraisal report is based. • The presence of hazardous substances may affect the value of the subject property. No hidden or unapparent conditions of the subject property, subsoil or structure, including without limitation, asbestos, formaldehyde foam insulation, polychlorinated biphenyl, petroleum leakage, or agricultural chemicals, which would make the property more or less valuable, were discovered by or made known to the appraiser(s). The appraiser(s) is not qualified to test for such substances and no responsibility is assumed for such TDG 2023 014 17 conditions or engineering necessary to discover them. Unless otherwise stated, the appraiser(s) assumed there was no existence of hazardous materials or conditions, in any form, on or near the subject property. •No opinion is intended to be expressed and no responsibility is assumed for the legal description or for any matters that are legal in nature or require legal expertise or specialized knowledge beyond that of a real estate appraiser. Title to the subject property was presumed to be good and merchantable and the property was appraised assuming there were no adverse easements, encroachments, liens, encumbrances, special assessments, or other restrictions. •The appraised value was based on the assumption that there were no tax liens affecting the subject property. Unless otherwise noted, the subject property was found to be current in the payment of real estate taxes as of the date of value according to the applicable county treasurer-tax collector. It was assumed that any special assessments affecting the subject property are typical for the area and do not have an impact on the value conclusion in this report and that any outstanding bonds have been paid. •The Doré Group was not provided with a Biological Survey detailing possible biological species. Without a recent biological survey of the property, it could not be determined which species are actually on or frequent the subject land. The vegetation cover on the subject land is typical for the area and may provide habitat for many indigenous animal species found throughout the area. •No opinion is expressed with regard to potential seismic impact and it was assumed that the subject’s potential risks are similar to those shared by most properties throughout the region. The Doré Group makes no warranty as to the seismic stability of the subject land. The assumption was made that any future development of the property, if any, would occur in accordance with all appropriate regulations and ordinances regarding grading, fill, and applicable building codes. •Except as may be otherwise stated in the letter of engagement, the appraiser(s) shall not be required to give testimony in any court or administrative proceeding relating to the subject property or the appraisal. If the appraiser(s) is subpoenaed pursuant to a court order, the client agrees to pay The Doré Group’s regular per diem rate plus expenses. •In the event of a claim against The Doré Group, its affiliates, their respective officers or employees, or the appraiser(s) in connection with or in any way relating to this appraisal report or this engagement, the maximum damages recoverable shall be the amount of the monies actually collected by The Doré Group or its affiliates for this appraisal report and under no circumstances shall any claim for consequential damages be made. •Necessary licenses, permits, consents, legislative or administrative authority from any local, state, or federal government, or private entity, are assumed to be in place or reasonably obtainable. TDG 2023 014 18 REGIONAL MAP TDG 2023 014 19 LOCATION Fresno County is located in the six-county Central Valley region of the state of California, 196 miles south of San Francisco and 214 miles north of Los Angeles. This region is known as one of the most agriculturally rich in the U.S. The county is bordered by Mono, Madera and Merced Counties (north), Tulare and Kings Counties (south), San Benito and Monterey Counties (west), and Inyo County (east). The Coast Mountain Range lies to the west and, to the east, are the Sierra Nevada Mountains. With a total area of 6,011 square miles, the county is home to 15 incorporated cities and is the sixth largest county in the state in terms of physical size and tenth largest in population. Fresno County comprises the Fresno, CA Metropolitan Statistical Area, which is included in the Fresno-Madera, CA Combined Statistical Area. The city of Fresno is the county seat and largest metropolitan area and serves as the county’s commercial and cultural hub. TRANSPORTATION Due to its status as a primary agricultural area, Fresno County has a well-developed distribution transportation network, including major freeways, trucking firms, railways, parcel carriers, and an international airport. Two major freeways (Interstate 5 and Highway 99) and 9 smaller state freeways (Highways 41, 43, 63, 145, 168, 180, 198, 201, and 269) provide adequate vehicular access throughout the county. Local public bus service is operated by Fresno Area Express (city of Fresno), Clovis Transit Stageline (Clovis), and Fresno County Rural Transit Agency; Greyhound and Orange Belt Stages offer long distance bus service. Commercial rail transportation is provided by BNSF Railway, Union Pacific, and San Joaquin Valley Railroad, with Amtrak offering passenger service from a single terminal in the city of Fresno. Fresno Yosemite International Airport is a joint civil-military public airport in the city of Fresno and is the only self-sufficient airport serving the central San Joaquin Valley. It offers regional and international passenger service with eight air carriers, as well as cargo service, and is also home to the Fresno National Guard Base and the 144th Fighter Wing of the California Air National Guard. The airport sits on 2,150 acres and has two runways and a helipad. Most of the air traffic is private aircraft with a small portion split between commercial and military. More than 1.2 REGIONAL DESCRIPTION – FRESNO COUNTY TDG 2023 014 20 million passengers travel through Fresno Yosemite International Airport each year. There are also several additional private and municipal aviation facilities throughout the county. In 2010, the California High-Speed Rail Authority Board (CHSRA) voted to begin construction of the first part of the California High Speed Rail line near Madera and continue it to the city of Corcoran in neighboring Kings County. Construction Package 2-3 (CP 2-3) is in the Fresno to Bakersfield project section and includes the construction of the high-speed rail system south towards Kern County. According to the CHSRA, CP 2-3 will extend “more than 60 miles from the terminus of Construction Package 1 at East American Avenue in Fresno to approximately one mile north of the Tulare-Kern County line” at an estimated contract value of $1.5 to $2 billion. There are currently approximately six pending lawsuits in Sacramento County Superior Court challenging the CHSRA’s certification of the environmental impact report for the Fresno- Bakersfield line and their approval of the route through southern Fresno, Kings, Tulare and Kern counties. The CHSRA is proceeding with development of the line. SERVICES Pacific Gas & Electric Company provides gas and electricity to county residents and the city of Fresno’s Water Division provides most of the water and sewer. The primary law enforcement agency is the Fresno County Sheriff’s Department whose territory includes all unincorporated areas and contracted cities; additional law enforcement is provided by individual city police departments. The county also operates the Fresno County Fire Department, who works in conjunction with the California Department of Forestry and Fire Protection to provide fire, rescue, and emergency medical services to all unincorporated areas in the county not served by independent fire protection districts and contracted cities. Fresno County has a well-developed educational system of public and private schools, including 32 public school districts. Higher education is provided by three primary universities (California State University-Fresno, Fresno Pacific University, and San Joaquin College of Law), three community colleges (Fresno City College, Reedley College, and West Hills College), numerous vocational schools, and several private colleges. There are adequate medical facilities (including 12 acute care medical facilities), as well as local and regional shopping, dining, and other services. RECREATION Central California is well known for its miles of coastline, mountains, and deserts, which combine to provide a variety of recreational activities for all ages. Fresno County is home to portions of several national protected areas including Giant Sequoia National Monument, Kings Canyon National Park, Sequoia National Forest, and Sierra National Forest, which combine to feature numerous canyons, rivers, giant Sequoia groves, and caves, and provide extensive recreation to thousands of visitors every year. The county also has numerous parks, recreational areas, and lakes including Millerton Lake, Dinkey Lakes Wilderness, San Joaquin River Parkway, and Woodward Park, and is also home to the 1,200-acre China Peak ski and snowboard resort. TDG 2023 014 21 There are also two water parks, several retail malls, numerous cultural venues, and professional/semi-professional sports teams. Yosemite National Park is within 92 miles. POPULATION / DEMOGRAPHICS As of the 2010 Census, the county’s estimated population was 930,450, a total increase of 16.4% (1.6% per year) from the 2000 census population of 799,407. This exceeded California’s 0.9% annual growth rate during this time. The California Economic Development Department estimated the county’s population at 1,011,273 in January 2022, an increase of 0.2% from the previous year’s estimate of 1,009,231. The largest of the 15 cities in the county is Fresno, which is the county seat of government, with a population of 543,660 in January 2022. Given the abundance of undeveloped relatively affordable land available to accommodate future development, and proximity to employment centers, population growth is projected to be 1.5% annually from 2015-2060, because of the addition of approximately 14,160 residents per year. According to 2020 US Census, the county had 310,097 households with an average of 3.14 persons per household. The county’s median age was 32.4 years. REGIONAL ECONOMY Trends in employment are a key indicator of economic health and strongly correlate with real estate demand. Due to its location in the Central Valley, one of the nation’s most agriculturally rich areas, agriculture is a dominant aspect of Fresno County’s economy. Fresno County’s total gross production value for 2020 was $7,979,650,000. This represents an increase of $222,090,100 or 2.86% above the previous year’s adjusted total of $7,757,559,900. Almonds are the leading agricultural commodity in the county with a gross value of $1,255,475,723 which represents 15.7% of the total gross value of all crops produced in 2020. The total gross value of grapes remained in the number two spot at $1,046,356,645, followed by pistachios at $761,967,964. 2020 2030 2040 2050 2060 % Change (2020-2060) Fresno County 1,026,358 1,096,638 1,170,525 1,226,158 1,272,559 24.0% California 39,782,419 41,860,549 43,353,414 44,049,015 44,228,057 11.2% HISTORICAL POPULATION AND PROJECTIONS (2020 - 2060) Source: California Dept of Finance City 1-Jan-21 1-Jan-22 % change Clovis 121,667 123,665 1.6 Coalinga 17,520 17,277 -1.4 Firebaugh 8,164 8,439 3.4 Fowler 6,863 6,962 1.4 Fresno 542,720 543,660 0.2 Huron 6,176 6,170 -0.1 Kerman 16,074 16,639 3.5 Kingsburg 12,533 12,506 -0.2 Mendota 12,499 12,440 -0.5 Orange Cove 9,553 9,497 -0.6 Parlier 14,553 14,497 -0.4 Reedley 24,929 24,982 0.2 Sanger 26,558 26,304 -1.0 San Joaquin 3,674 3,639 -1.0 Selma 24,702 24,522 -0.7 Balance of County 161,046 160,074 -0.6 Fresno 1,009,231 1,011,273 0.2 Source: CA Dept of Finance FRESNO COUNTY'S CITY POPULATION ESTIMATES TDG 2023 014 22 According to the California’s Employment Development Department (EDD), the primary non- farm employment sectors in the Fresno County MSA are government, trade/transportation/utilities, and educational/health services. Specific core industries include manufacturing, logistics and distribution, alternative energy, healthcare, water technology, food processing, and biotechnology. In Fresno County, the food processing and the agriculture sectors are primed for expansion. Spurring further growth will be the construction of the California High Speed Rail system, which will result in increased demand for existing businesses and result in the creation of new ones because of increased demand for goods and services. However, lingering caution regarding the national economy will continue to impact the region in the immediate future. TOTAL EMPLOYMENT | UNEMPLOYMENT RATE According to the California Employment Development Department, Fresno County’s labor force totaled 454,700 in May 2022. An estimated 431,000 were employed resulting in a 5.2% unemployment rate. This is comparable to the statewide jobless rate of 4.3% and the national rate of 3.6%. However, it is lower than early 2011 when it passed 18%. Employer # Employees % of Total Employ Fresno Unified School District 14,272 3.19% County of Fresno 9,381 2.10% Community Medical Centers 8,800 1.97% Clovis Unified School District 8,429 1.89% California State University Fresno 5,010 1.12% State Center Community College District 4,520 1.01% City of Fresno 4,284 0.96% Children's Hospital of Central CA 4,140 0.93% Saint Agnes Medical 2,867 0.64% Kaiser Permanente Medical 2,300 0.51% Source: 2021 Fresno County Comprehensive Annual Financial Report LARGEST EMPLOYERS IN FRESNO COUNTY TDG 2023 014 23 PERSONAL / MEDIAN HOUSEHOLD INCOME Personal income is a significant factor in determining the real estate demand in a market. According to the 2020 Census, Fresno County had a per capita income of $25,757, significantly lower than the state’s income of $38,576. Median household income was $57,109, compared to $78,671 in the state. Census data indicated a total of 20.8% of the county population lives below the poverty level, which is significantly higher than the state (12.6%). REAL ESTATE DEVELOPMENT Fresno County has a wide range of real estate development and property types, as well as abundant and relatively affordable agricultural and vacant land. The city of Fresno is the commercial and cultural hub for the county, as well as the county seat of government. After being hit hard by the recession, which resulted in a slowdown in new construction, sales, and leasing across all market sectors, the region has been in recovery mode for the past several years. Evidence of this growth is seen in diminishing sublease space inventory, rising lease rates, and declining concessions and tenant improvement allowances. Sales have also increased, with lower risk properties selling at record low cap rates. Spurring this continuing growth is relative affordability, a decline in vacancy rates due to the lack of new construction, and a sizable amount of increased demand. Employed Labor Force 392,003 100.0% Education/Healthcare/Social Services 92,736 23.7% Retail Trade 41,180 10.5% Agricultural/Forestry/Hunting/Mining 37,456 9.6% Arts/Entertainment/Recreation/Food Service 35,027 8.9% Professional/Scientific/Management 33,490 8.5% Manufacturing 29,392 7.5% Public Administration 24,159 6.2% Construction 21,595 5.5% Transportation/Warehousing/Utilities 19,499 5.0% Other Services 19,461 5.0% Finance/Insurance/Real Estate 19,149 4.9% Wholesale Trade 14,059 3.6% Information 4,800 1.2% Source: U.S. Census/American Community Survey) Fresno County Employment Industry # Employed % of Total Wage & Salary Employment TDG 2023 014 24 RESIDENTIAL Fresno County has relatively affordable housing prices in relation to California’s more populated counties. Along with the rest of the state, significant price reductions in both new and resale home product occurred because of the economic fall-out over the subprime lending and national financial crisis beginning in the mid-2000s. As the economy began to recover in 2012, home prices began to stabilize and began slowly, but inconsistently, appreciating. Economists do not expect a return to pre-recession peak home prices, which are now considered unsustainable. As of May 2022, Fresno County’s median home price was $400,000, a 15.4% increase from $346,000 in May 2021. CONCLUSION Based on the job growth experienced in the past several years and the opinions of economic experts, it is reasonable to assume that the economy and employment base will continue to expand in 2022, strengthening the demand for real estate. Over the long term, the county will be positively impacted by a growing population base and expansion of the agricultural sector, but somewhat limited by lower income and education levels. May-22 May-21 % Change Fresno 1,135 $400,000 $346,500 15.4% Kings 159 $340,000 $305,000 11.5% Madera 265 $416,500 $342,250 21.7% Merced 311 $419,000 $352,000 19.0% Mono 54 $740,000 $657,000 12.6% Monterey 284 $850,000 $760,000 11.8% San Benito 79 $777,500 $677,000 14.8% Tulare 502 $345,000 $305,000 13.1% Source: CoreLogic # Sales Median Price FRESNO AND SURROUNDING COUNTIES HOME PRICING TRENDS City TDG 2023 014 25 NEIGHBORHOOD MAP TDG 2023 014 26 City 1-Jan-21 1-Jan-22 % change Clovis 121,667 123,665 1.6 Fowler 6,863 6,962 1.4 Fresno 542,720 543,660 0.2 Kerman 16,074 16,639 3.5 Kingsburg 12,533 12,506 -0.2 Orange Cove 9,553 9,497 -0.6 Parlier 14,553 14,497 -0.4 Reedley 24,929 24,982 0.2 Sanger 26,558 26,304 -1.0 San Joaquin 3,674 3,639 -1.0 Selma 24,702 24,522 -0.7 SURROUNDING CITY POPULATION ESTIMATES Source: California Development Department COMMUNITY DESCRIPTION – FRESNO LOCATION The city of Fresno encompasses 112 square miles and is located in central Fresno County. The city is the largest in the entire Central Valley and is the county seat of government and the primary commercial and cultural economic hub of the region. It is also the nearest major city to Yosemite, Kings and Sequoia National Parks and Sierra National Forest. Los Angeles is 200 miles south and Sacramento is 170 miles north. TRANSPORTATION Fresno is served by California State Route 99 (SR 99), which is the primary north/south freeway that connects the major population centers in the Central Valley. Additional freeways serving the city include State Route 168 (travels east to Clovis), State Route 41 (travels south to Atascadero and north to Yosemite), and State Route 180 (travels west to Mendota and east to Kings Canyon National Park and Reedley). Fresno is the largest city in the nation that is not directly linked to an interstate highway. There are long-term plans to convert SR 99 to the interstate system, which would include wider lanes, increased signage, median separation, and higher vertical clearance, and most likely rename it to Interstate 9. As discussed in greater detail in the Regional Description, the proposed speed rail system will have an impact on the city of Fresno as outlined in the California High Speed Rail Authority’s (CHSRA) Construction Package 2-3. The Fresno to Bakersfield project section will include the construction of the high-speed rail system south towards Kern County. POPULATION As of the most recent data, the population estimate continues to reflect Fresno as the fifth largest city in California, the largest inland city in California and the 34th largest in the nation. According to the California Department of Finance, the city had a population of 543,660 as of January 2022. This is an increase of 0.2% from the January 2021 population of 542,720. TDG 2023 014 27 SERVICES The city of Fresno has adequate schools, police and fire protection, medical and public facilities, and utilities. Utilities are provided by Pacific Gas & Electric, Southern California Edison, Southern California Gas, and the city of Fresno (water and sewer). Community Regional Medical Center, Fresno Heart and Surgical Center, Fresno Surgical Hospital, Kaiser Permanente Fresno Medical Center, and Saint Agnes Medical Center are all located in the city. LOCAL ECONOMY | INCOME The city of Fresno is at the center of the Fresno County economy and is a major trading center serving the surrounding agricultural region. It is also the primary component of the Fresno Metropolitan Statistical Area (MSA). According to the California Employment Development Department, as of May 2022, the city of Fresno had a total labor force of 235,200 and an unemployment rate of 3.6%. According to the 2020 American Community Survey, most residents of the city were employed in educational/health services (24.5%), retail trade (11.0%), arts/entertainment/recreation (10.6%), and professional/scientific/management (9.4%). A total of 4.5% were employed in the agricultural industry. PERSONAL INCOME According to the 2020 American Community Survey, the city had a median household income of $53,368, up from $43,124 in 2010. This is significantly lower than the state ($78,672). Approximately 23.2% of all city residents live below the poverty level, which considerably higher than California (12.6%). REAL ESTATE DEVELOPMENT Being the largest city and county seat of government, the city of Fresno is the main commercial and cultural hub for Fresno County. The city has a mix of residential, commercial, light to heavy industrial and agricultural development, including an active downtown city center and indoor shopping mall. Some of the main neighborhoods include: Employer # Employees % of Total Employment Fresno Unified School District 11,492 2.84% Community Regional Medical Center 8,800 2.18% County of Fresno 7,000 1.73% Amazon.com Inc. 7,000 1.73% Clovis Unified School District 6,000 1.48% Internal Revenue Service 4,300 1.06% City of Fresno 3,889 0.96% Saint Agnes Medical Center 2,867 0.71% State Center Community College District 2,850 0.70% California State University, Fresno 2,488 0.62% CITY OF FRESNO'S 10 LARGEST EMPLOYERS Source: City of Fresno 2021 Comprehensive Annual Financial Report TDG 2023 014 28 • Downtown: The downtown area has been undergoing renovation and is one of the main commercial districts of the city. Located in this neighborhood are Fulton Mall and Chinatown, which are being considered for historic preservation districts. • Sunnyside: Located on the southeast side of the city, some of this neighborhood is outside of the city limits and has recently been experiencing a surge in new home construction. The neighborhood is home to the Sunnyside County Club with a golf course. • Tower District: The focal point of this trendy neighborhood, which is located just north of downtown, is the historic Tower Theater. The neighborhood is characterized by residential development, small local businesses, restaurants, theaters and nightclubs, and is a hub for numerous community events. • Huntington Boulevard: This historic residential neighborhood is a part of the Alta Vista Tract, which was developed in the early 1900’s. It is also undergoing renovation and revitalization. • Van Ness Extension: Considered the most prestigious neighborhood in the city, Van Ness Extension is home to some of the city’s most affluent homes. • West Side: The West Side is located on the western and southern edges of the city and is one of the oldest neighborhoods. It is primarily a residential neighborhood with several low income subdivisions and very little retail. • Woodward Park: Located in northeastern Fresno and situated on the south bank of the San Joaquin River, the 300-acre Woodward Park is the largest regional park in the Central Valley. There is a 2,500-seat amphitheater, Japanese Garden, equestrian and pedestrian trails, playgrounds, a lake and several small ponds. • Sierra Sky Park: Sierra Sky Park is a unique planned residential airport community that allows personal aircraft and automobiles to share certain roads. RESIDENTIAL Per the 2020 American Community Survey, there were an estimated 180,020 housing units in the city of Fresno, 94.3% of which were occupied. Of this total, 61.4% were single family detached homes, 2.5% were single family attached, 34.7% were multi-family, and 2.0% were mobile home/other. According to CoreLogic the median home price was $389,500 as of May 2022, up 19.8% from the previous year. A total of 685 sales occurred during the month. May-22 May-21 % Change Clovis 213 $475,000 $415,000 14.5% Fowler 15 $455,000 $404,750 12.4% Fresno 685 $389,500 $325,000 19.8% Kerman 12 $328,000 $295,000 11.2% Kingsburg 25 $451,000 $325,000 38.8% Parlier 8 $267,500 $283,500 -5.6% Reedley 24 $320,000 $305,000 4.9% Sanger 21 $371,000 $400,000 -7.3% Selma 17 $300,000 $272,500 10.1% Fresno County 1,135 $400,000 $346,500 15.4% # Sales FRESNO CITY & SURROUNDING CITIES HOME PRICING TRENDS City Source: CoreLogic Median Price TDG 2023 014 29 CONCLUSION As the county seat and primary commercial and cultural hub of Fresno County, the city of Fresno is relatively stable in terms of growth and development. The city is positively impacted by its location in a longstanding and fertile agricultural region and being a gateway to several national parks. City leaders make a concerted effort to attract new businesses in order to strengthen and diversify the local economy. As a result of relatively affordable real estate, ease of access, and the likely construction of the high-speed rail system, the city is expected to experience increases in jobs and population as the economy continues to recover. TDG 2023 014 30 SUBJECT AERIAL PHOTOGRAPH TDG 2023 014 31 LARGER PARCEL To be considered a “Larger Parcel”, a property must meet the following three requirements:  Unity of Ownership  Contiguity  Unity of Use The subject consist of a single parcel 574-130-05 and is owned by Sukhwinder Singh. Therefore, the Unity of Ownership and Contiguity requirements and been met. Finally, the unity of use is met as the parcel consists of agricultural land. LARGER PARCEL - OVERVIEW LOCATION: 2045 N. Armstrong Avenue, Fresno, Fresno County, California, 93727 ASSESSOR PARCEL NO.: 574-130-05 LARGER PARCEL: 10.92 Acres (per parcel maps) CURRENT USE: Agricultural Land SHAPE/DRAINAGE: The site is rectangular in shape. Drainage of the property appears adequate for the existing uses. FRONTAGE / ACCESS: The subject property has roughly 345 feet of frontage along N Armstrong Avenue. There were no curbs, storm gutters, or sidewalks. This is typical for rural property in the area. ADJACENT USES: North: Residential and Agricultural South: Rural Residential and Agricultural East: Residential and Agricultural West: Rural Residential and Agricultural PROPERTY DESCRIPTION TDG 2023 014 32 TOPOGRAPHY: The subject has level topography at grade and no areas of wetlands. SOIL CONDITIONS: The soil conditions observed at the subject appear to be typical of the region and adequate to support residential and agricultural land uses. According to the USDA – Natural Resources Conservation Service, the subject soils include predominantly: (1) Class I Ramona Loam (100%) Overall, these soil classifications are identified as farmland of statewide importance. IRRIGATION SYSTEM: There were no irrigation improvements in place on the subject property. EXISTING LEASES: To our knowledge, the subject larger parcel is not leased. HAZARDOUS SUBSTANCES: We did not observe any evidence of toxic or hazardous substances during inspection of the site. The subject is not listed as a hazardous site per the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency. The Doré Group was not provided with a Phase I Environmental Assessment Report or any other reports addressing potentially hazardous materials on the subject. UTILITIES: All utilities were available to the subject property. FLOOD ZONE: The subject property is located in an area mapped by the Federal Emergency Management Agency (FEMA): Map Numbers: 06019C-1595H, dated February 18, 2009. Flood Zones: X Zone X - 0.2% Annual Chance Flood Hazard, Areas of 1% annual chance flood with average depth less than one foot or with drainage areas of less than one square mile. Flood insurance is not mandatory, but available for purchase. WATER / DROUGHT California experienced an extreme water shortage that lasted for 376 weeks beginning on December 27, 2011 and ending on March TDG 2023 014 33 ISSUES: 5th, 2019. The most intense period of drought occurred the week of July 29, 2014 where it was considered a D4 (Exceptional Drought) and affected 58.41% of California land. When a drought occurs, groundwater use increases dramatically in an effort to cover the shortfall. However, relying on groundwater is not a sustainable solution. In most years, aquifers recharge as rainfall and stream flow seep into unpaved ground. However, during a drought, the water table drops as water is pumped from the ground faster than it can recharge. As aquifers are depleted, the land may begin to subside or sink. The Sustainable Groundwater Management Act (SGMA) passed the California State Legislature and was signed into California state law in September 2014. SGMA requires governments and water agencies of high and medium priority groundwater basins to halt overdraft pumping and to bring those basins in equal levels between pumping and recharge. The Sustainable Groundwater Management Act is to go into effect in the year 2020. WETLANDS / RIPARIAN HABITAT: No evidence of wetlands or riparian habitat was observed during our property inspection. ARCHEOLOGICAL/ CULTURAL OR HISTORIC: There are no known, or observable archeological, cultural, or historically significant attributes. EARTHQUAKE HAZARD: The assumption was made that any future development of the property, if legally or physically possible, would occur in accordance with all appropriate regulations and ordinances regarding grading, fill, and applicable building codes. According to geographic maps reviewed for this appraisal, the subject property is not within close proximity to a major fault system. We noted there are several smaller fault zones within a 20-mile range of the subject. This type of influence is typical within the subject area and is not considered to affect the subject to any lesser or greater degree than the comparables used in this analysis. Therefore, it was not considered to adversely impact the value conclusion. ENCUMBRANCE / EASEMENTS: We were provided with a preliminary title report, prepared by First American Title Company dated November 14, 2022, Order Number 5405-6927613. We were not provided a map depicting the location of the identified easements. The property was appraised assuming there were no adverse easements, encroachments, or other encumbrances. We did review of right-of-way maps and assessor TDG 2023 014 34 plat map which did not indicate any adverse easements. During our physical inspection we observed typical utility corridors and have assumed there is an associated easement(s). If subsequent to the submission of this report, it is discovered that easements or encroachments do exist on the subject property which may materially impact its value, we reserve the right to adjust our reconciled market value(s) as necessary given the new information. GION-DIETZ DECISION – IMPLIED DEDICATION: Based on the decision in Gion v. The City of Santa Cruz and Dietz v. King, consolidated in (1970) 2 Cal.3d 29, "Gion-Dietz", it did not appear there is an implied dedication by the public on the subject property. PROPERTY TAXES: California taxation law requires a 1% of market value tax rate (plus additional assessments) determined through individual communities’ bond indebtedness (Proposition 13). The 2022 assessments and taxes are as follows: CONCLUSION: The subject larger parcel is currently being utilized as agricultural land and has good access to the surrounding area. All utilities are available on site. There is adequate infrastructure in place that supports the current uses until developed to residential (See Highest and Best Use for details). Overall there are no known adverse site issues which impact the utility of the larger parcel. Assessor’s Parcel No.:574-130-05 Base Tax Rate:1.00% Land $339,756 Improvements $367,650 Exemption Total Assessed Value $707,406 Base Tax* $7,074.06 Total Additional Tax Charges $2,066.00 Total Base Tax & Addnl' Tax Charges $9,140.06 * Total assessed value x tax rate REAL PROPERTY TAX AND ASSESSMENTS 2022 Assessed Value Additional Tax Charges TDG 2023 014 35 ZONING AND LAND USE CONTROLS ZONING CODE: RS-5 (Residential Single-Family, Medium Density). ZONING DESCRIPTION: The purpose of the RS District is to provide for a variety of single- family residences built to urban or suburban standards to suit a spectrum of individual lifestyles and needs, and to ensure availability thought the city of the range of housing types necessary for all segments of the community, consistent with the General Plan. Minimum Lot Size: 4,000 square feet DU Per Lot: 1.0 Maximum Height: 35 feet We noted there are a variety of uses allowed with a conditional use permit. GENERAL PLAN DESIGNATION: Residential Medium High Density (5.0 to 12.0 DU per acre) CURRENT USE LEGALLY CONFORMING: The subject property is vacant agricultural land which is a legally non-conforming land use due to a recent zoning change. ZONING CHANGE: The potential for a zoning designation change is very low as the property just underwent a zoning change. DEVELOPMENT ENTITLEMENTS: As of the date of value the subject property did not have any development entitlements. TDG 2023 014 36 RIGHT OF WAY ACQUISITION PROJECT DESCRIPTION The proposed project consists of expanding McKinley Avenue. PROPERTY TO BE ACQUIRED The purpose of this appraisal is to estimate the Fair Market Value for one (1) fee simple acquisition and one (1) permanent easement. These partial acquisitions are described in the engineering map and summarized in the following tables: Property Total Proposed Rights Property Acres Acquisition Sq. Ft. [UF]Remainder (Ac) Fee Simple 3.0300 131,987 6.6746 Permanent Easement 1.2154 52,942 Subject Areas - Total Property, Proposed Acquisition and Remainder TDG 2023 014 37 ACQUISITION DESCRIPTIONS The partial acquisitions are identified by their corresponding number and description: Acquisition 1 is an area along the south side of Assessor’s parcel 574-130-05 and will be acquired in fee. This fee simple acquisition will consist of 131,987 square feet, or 3.0300 acres. Acquisition 2 is an area along the north and east side of the before mentioned fee simple acquisition and will consist of a permanent easement. The area will be utilized for public street and utility easement purposes. This permanent easement will consist of 52,942 square feet, or 1.2154 acres. A copy of the Engineering Maps of the proposed acquisition areas is included on the following pages. DESCRIPTION OF THE REMAINDER The proposed project requires one (1) fee simple acquisition and one (1) permanent easement. As proposed, the acquisitions will pass along the southern periphery of the subject property. Overall, the larger parcel will be reduced to 6.6746 acres, or by 38.88%. The remainder area, while having a similar topography in the after condition as the before condition and will have the same size and shape efficiencies. The remainder will continue to have use as residential. The remainder will have the same function as the larger parcel. TDG 2023 014 38 ASSESSOR PARCEL MAP TDG 2023 014 39 AERIAL PHOTOGRAPH – LARGER PARCEL TDG 2023 014 40 ENGINEERING MAPS TDG 2023 014 41 TDG 2023 014 42 SUBJECT PHOTOGRAPHS Southeast corner looking west Southeast corner looking northwest TDG 2023 014 43 South side looking northwest East side looking west TDG 2023 014 44 HIGHEST AND BEST USE Highest and best use may be defined as: The reasonably probable and legal use of vacant land or improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value.8 Traditionally, we considered the four highest and best use tests, which are summarized as: 1. Legally Permissible: What uses are permitted by zoning and other legal restrictions. 2. Physically Possible: To what use is the site physically adaptable. 3. Financially Feasible: Which possible and permissible use will produce any net return to the owner of the site. 4. Maximally Productive. Among the feasible uses, which use will produce the highest net return, (i.e., the highest present worth). LARGER PARCEL - HIGHEST AND BEST USE AS VACANT LEGALLY PERMISSIBLE As discussed in the Land Description section, the subject is zoned RS-5 (Residential Single- Family, Medium Density). Based on this zoning, the subject site, as vacant, can be legally developed for residential uses. The maximum residential density is 5.0 to 12.0 dwelling units per lot. The minimum lot size is 4,000 square feet. PHYSICALLY POSSIBLE The engineering maps provided indicate the subject larger parcel contains a total area of 10.92 acres. The subject currently has both legal and physical accessibility along N. Armstrong Avenue, which is a paved and county-maintained road. Topography is level. Based on the inspection, there did not appear to be any evidence of subsidence or other soil problems that would be considered prohibitive to any of the legally permissible uses. Development of the subject land based on its allowed uses is not limited by parcel size, shape, or soil condition. The property would be adequate for residential uses. In summary, the subject’s physical characteristics support the above mentioned legally permissible uses – residential uses. 8 The Appraisal of Real Estate 14th Edition, Page 333, (Chicago: Appraisal Institute, 2013). TDG 2023 014 45 FINANCIALLY FEASIBLE Any proposed use that supports a positive land value is considered financially feasible. The maximally productive use is that which will produce the highest net return (i.e., the highest present worth) of the land. Residential uses are consistent with the area. The subject reflected level topography. Further, the subject is adjacent to land uses reflecting residential estates. Overall, residential uses are consistent and appropriate, and considered financially feasible. MAXIMALLY PRODUCTIVE The maximally productive use is that which will produce the highest net return (i.e., the highest present worth) of the land. Overall, the subject is best suited for residential uses. BUYER PROFILE Based on current market conditions, and the subject’s specific physical and legal characteristics, it was our opinion that most prospective buyer/investors would purchase the subject land for future development. This scenario is consistent and conforming to the area and represents the maximally profitable use of the property. LARGER PARCEL - HIGHEST AND BEST USE AS IMPROVED The subject consists of residential land. This land use is legally permissible and physically possible. Based on alternative uses, this existing residential land is deemed financially feasible and maximally productive. Thus, the highest and best use of the larger parcel, as improved is continued use as residential land. HIGHEST AND BEST USE OF THE REMAINDER The proposed project results in a fee simple acquisition of 182,516 square feet (4.19 acres). The partial acquisition acquired will reduce the usable area by 38.37%. There will be adequate access in the after condition for the remainder. The overall parcel shape will be rectangular, and topography will remain level. Therefore, based on the size, parcel shape, availability of utilities, soil quality, and other physical characteristics of the remainder, the highest and best use is unchanged in the after condition, thus it remains as residential. TDG 2023 014 46 VALUATION METHODOLOGY Three basic approaches may be used to arrive at an estimate of market value. They are: 1. The Cost Approach 2. The Income Approach 3. The Sales Comparison Approach COST APPROACH The cost approach requires an analysis of sales and/or listings of similar parcels into an estimate of market value of the subject site. An estimate is then made as to the cost to replace the subject’s improvements at today’s costs using reliable sources of cost data. Depreciation or obsolescence from all causes is estimated based on the experiences of similar properties. This is then deducted from the replacement cost if new to arrive at the present worth of the improvements and the site. The subject is vacant agricultural land. Thus, we did not develop this analysis. INCOME APPROACH In the income approach, a property’s ability to generate net operating income is fully analyzed. The process begins by estimating potential gross income, then deducting a vacancy allowance and operating expenses. The resultant remainder, the net income, is capitalized at a rate determined by extraction from sales of comparable properties. The basis of this approach is founded on the principle of discounting the anticipated flow of future benefits into a present value indication. We noted the subject property is vacant, nonproducing agricultural land. Thus, we did not develop this analysis. SALES COMPARISON APPROACH The Sales Comparison Approach compares sales of similar properties with the subject property. This is considered to be the only applicable approach to value in the subject case. Each comparable sale is adjusted for its inferior or superior characteristics. The values derived from the adjusted comparable sales form a range of value for the subject. By process of correlation and analysis, a final indicated value is derived. In considering the land value of the subject site, comparable sales of vacant land that is located within the subject’s competitive market area and zoned similarly to the subject that occurred within a comparable market period were considered. Sources of data included county recorder's office, market data services, published reports, and personal contacts. TDG 2023 014 47 SALES COMPARISON APPROACH The Sales Comparison Approach is based on the premise that a buyer would pay no more for a specific property than the cost of obtaining a property with the same quality, utility, and perceived benefits of ownership. It is based on the principles of supply and demand, balance, substitution and externalities. The following steps describe the applied process of the Sales Comparison Approach. • The market in which the subject property competes is investigated; comparable sales, contracts for sale and current offerings are reviewed. • The most pertinent data is further analyzed, and the quality of the transaction is determined. • The most meaningful unit of value for the subject property is determined. • Each comparable sale is analyzed and where appropriate, adjusted to equate with the subject property. • The value indication of each comparable sale is analyzed, and the data reconciled for a final indication of value via the Sales Comparison Approach. The sales comparison approach involves the comparison of sales of properties similar to the subject (comparables) to indicate and provide a basis for estimating its value. Comparisons of the comparables are made to the subject relative to differences or similarities in time, location, physical characteristics, and sales conditions. Percentage or dollar adjustments are then made to the sales price of each comparable for property rights, financing, time of sale, and unusual sales conditions. Qualitative comparisons are made for physical differences between each comparable and the subject. A range of values usually results from this approach. The resulting range of indicated values for the subject must then be correlated into a final indicated value by selectively rating the comparables as to their overall comparative value. The Highest and Best Use analysis provided the foundation for locating comparables for use in the sales comparison approach. The conclusion of the Highest and Best Use analysis supported a current reasonable, probable, and consistent use of the subject property for limited residential and/or agricultural land for assemblage. We searched for land comparables with a similar highest and best use and overall orientation as the subject land. Please note, we are aware of a listing at N. Armstrong and E. Floradora Avenue. This land is listed at $4.38 per square foot for an 18.33-acre parcel. This was not used due it its listing status and was on the market for over 600 days. A typical list to sale price discount for properties with extended marking time ranges from 15% to 20%. A discount of 20% would indicate a price of $3.50 per square foot. TDG 2023 014 48 LAND COMPARABLE SUMMARY TABLE Comp City Date Land SF Highest & Best Use Utilities Comp Assessor Parcel No(s)Price Price per Land SF Acres Zoning 1 Fresno 3/2/22 209,088 Residential All Available 1 511-250-01 $760,000 $3.63 4.80 RS-4 2 Fresno 3/7/22 213,840 Residential All Available 2 312-753-16 $699,950 $3.27 4.91 RS-4 3 Fresno 6/14/22 214,500 Residential All Available 3 511-171-19 $775,000 $3.61 4.92 RS-5 4 Fresno 6/24/22 625,086 Residential All Available 4 574-050-02 $1,800,000 $3.23 12.80 RS-5 Comments The property consists of one rectangular parcel of land. There is one single-family residence on the property that was built in 1968. The improvement added nominal value to the land. The property consists of one rectangular parcel of land. There are improvements on the property that added nominal value to the land due to their age. The property consists of one rectangular parcel of land. There is one single-family residence on the property that was built in 1973. The improvement added nominal value to the land. The sales consists of one irregular parcel of land. The property is located on the southwest corner of Clinton and Armstrong Avenue. The property is in the process of annexation and is located within the Clovis Unified School District. TDG 2023 014 49 COMPARABLE LAND COMPARABLE MAP TDG 2023 014 50 LAND COMPARABLE PHOTOGRAPHS Land Comparable 1 Land Comparable 2 TDG 2023 014 51 Land Comparable 3 Land Comparable 4 TDG 2023 014 52 THE COMPARISON PROCESS In the comparison process, we take into consideration the financial and physical differences between each comparable and the subject. Categories of adjustment and/or comparison include: 1) property rights conveyed; 2) terms of sale; 3) conditions of sale; 4) buyer expenditures; 5) market conditions; and, 6) physical characteristics (including location, size/ economies of scale, topography, shape, water source, and zoning). The comparables were analyzed on a per square foot basis, which is the most applicable unit-of- comparison for agricultural land. Each comparables’ gross acreage was obtained from public records, published sales information, and/or other reliable sources. Once the per square foot value indicator was estimated, it was applied to subject property’s acreage. The comparison process is fairly subjective in nature primarily due to the many characteristics of value, variances in buyer/seller influences, imperfections in the market, etc. Adjustments and/or comparisons are an attempt to reflect value contributions of the various factors in the marketplace. Many of the comparisons of physical characteristics overlap and reflect overall desirability. The comparison grid on the following page is an empirical format to simply lead the reader to a logical conclusion of the final estimated value. PROPERTY RIGHTS The property right appraised was the fee simple estate. All of the comparables transferred (or were marketing) the fee simple interest, thus, no adjustments were warranted. FINANCING (TERMS OF SALE) Financing (terms of sale) include below market rates, buy downs, atypical payback periods, or any financing situations that are not commonly accepted within the marketplace. In the subject market, land is typically purchased with all cash or the seller takes back a first trust deed with a large (20%-50%) down payment. All of the comparables had cash equivalent or typical financing. Therefore, no adjustments were necessary. CONDITIONS OF SALE Conditions of sale include any distressed influences, less than arm’s length transactions, or other related influences that are not attributable to financing/terms of sale, market conditions, or physical differences. Thus, none of the comparables required adjustments in this category. BUYER EXPENDITURES A knowledgeable buyer considers expenditures that will have to be made upon purchase of a property because these costs affect the price they agree to pay. Such expenditures may include the cost to demolish and remove buildings, petition for a zoning change, remediate environmental contamination, extend escrow, pay broker fees, among others. None of the comparables warrant an adjustment in this category. TDG 2023 014 53 MARKET CONDITIONS Market conditions adjustments take into consideration appreciation or depreciation that has occurred in the market. The closed sale comparables closed escrow between March 2022 and June 2022. According to our interviews with brokers in the subject market, our market analysis, and a review of trends over the last several years in the Central San Joaquin Valley, we felt no adjustment was warranted for market conditions. PHYSICAL CHARACTERISTICS After adjusting for the above non-physical characteristics, we compared the physical differences of the comparables to the subject. There is a myriad of physical features that can be reviewed by investors when purchasing agricultural land. However, the features discussed below represent those that generally have the greatest effect on value or are most often a consideration. Note that water availability has a stronger impact on value than the remaining categories. Qualitative comments were made regarding any differences noted. L OCATION When looking at location, we take into consideration a property’s orientation to the surrounding area including proximity to local services and perceived desirability/market demand. The subject property is located along the east side of the City of Fresno and surrounded by agricultural, rural residential and residential areas. All of the comparables were deemed similar to the subject in terms of location. S IZE/ECONOMIES OF S CALE Size/economies of scale reflects the fact that a larger parcel will typically sell for a lower price per square foot, while a smaller parcel with similar location and utility will typically sell for a higher price per square foot. The subject consists of a total of approximately 10.92 acres. The Comparables were considered similar to the subject property in regard to size. T OPOGRAPHY The subject property is level in topography. All of the comparables are considered level in regard to topography and are therefore deemed similar to the subject. S HAPE The subject consists of one parcel that is rectangular in shape. Comparable 4 was irregular and was overall deemed slightly inferior to the subject. The remaining comparables are overall deemed similar to the subject in regard to shape and contiguity. U TILITIES The quality, availability, and reliability of utilities are of extreme importance for residential properties. The subject property has all utilities available. In comparison to the subject, we noted TDG 2023 014 54 that all of the comparables had all utilities available. The comparables are overall deemed similar to the subject in regard to utilities. Z ONING The subject was zoned for residential uses (RS-5). All of the comparables were zoned for residential uses (RS-4 and RS-5) and had the same highest and best use. While the minimum lots sizes, per zoning, may be slightly different the allowed uses were similar to the subject. An adjustment grid is found on the following page. TDG 2023 014 55 Address County State Date Price Square Feet Square Feet Unit Price Property Rights Fee Simple 0.0%Fee Simple 0.0%Fee Simple 0.0%Fee Simple 0.0% Financing All cash 0.0%Cash 0.0%Financed 0.0%All cash 0.0% Crop Allocation None -None -None -None - Conditions of Sale Normal 0.0%Normal 0.0%Normal 0.0%Normal 0.0% Market Trends Through 3/16/23 0.0% Location Comparison Acres Comparison Topography Comparison Shape Comparison Utilities Comparison Zoning Comparison Overall Comparability All Available Land Analysis Grid Comp 1 Comp 2 Comp 3 Comp 4 6/24/2022 $0 $3.63 Fresno Fresno Fresno Fresno Fresno 2045 N Armstrong Ave 3584 N Blythe Ave 1870 N Cornelia Ave 3681 N Blythe Ave 6351 E Clinton Ave 3/16/2023 3/2/2022 3/7/2022 6/14/2022 CA CA CA CA --$760,000 $699,950 $775,000 $3.27 $3.61 $3.23 CA $1,800,000 Fee Simple Transaction Adjustments 475,675 209,088 213,840 214,500 557,568 Conventional Cash None Adjusted Square Feet Unit Price $3.63 $3.27 $3.61 $3.23 0.0%0.0%0.0%0.0% Adjusted Square Feet Unit Price $3.63 $3.27 $3.61 $3.23 Similar Similar Similar Similar Average Average Average Average Average 10.92 4.80 4.91 4.92 12.80 Similar Similar Similar Similar Similar Similar Similar Similar Level Level Level Level Level Rectangular Rectangular Rectangular Rectangular Irregular Similar Similar Similar Sl. Inferior Similar Similar Similar Similar All Available All Available All Available All Available Similar Similar Similar Similar RS-5 RS-4 RS-4 RS-5 RS-5 Adjusted Square Feet Unit Price $3.63 $3.27 $3.61 $3.23 Similar Similar Similar Sl. Inferior TDG 2023 014 56 The land comparables have unadjusted prices ranging from $3.23 to $3.63 per square foot. Land sized ranged from 4.80 to 12.80 acres. Sale dates range from March 2022 to June 2022. There were no adjustments for property rights, financing, conditions of sale, buyer expenditures or market conditions/trends adjustments indicated. The qualitative land analysis results are arrayed in the table below with the adjusted price per square foot indicators from the closed sales, followed by the indicated fair market value, and adjustment grid (on a previous page). The concluded value of $3.50 per square foot is bracketed by the comparables. The concluded value falls between the higher of the similar comparable indicators and below the superior comparable indicator and is consistent in keeping with the definition of fair market value. All of the value indications have been considered in the final analysis. The reconciled land value for the larger parcel is estimated as follows: Land Comparable Comparability to Subject Price Per SF Indicator 1 Similar $3.63 3 Similar $3.61 Subject --$3.50 2 Similar $3.27 4 Sl. Inferior $3.23 LAND COMPARABLE ARRAY TABLE FAIR MARKET VALUE – LARGER PARCEL Subject Land Indicated Price Per Square Foot: $3.50 Subject Size: 475,675 Square Feet Indicated Value: $1,664,863 TDG 2023 014 57 VALUATION OF PARCELS TO BE ACQUIRED The partial acquisition consists of one proposed fee simple acquisition. The total land area to be acquired in fee was 3.0300 acres, or 131,987 square feet. The physical characteristics of this fee land, which will be acquired is typical of those associated with the larger parcel and vacant. An informed buyer of the subject would recognize this potential and would consider this fee land as part of the subject’s usable land area. Thus, this acquisition is given the same price per square foot value as the Larger Parcel since this is reflected a partial acquisition of the fee simple interest. As discussed, we reconciled a per square foot value of $3.50 for the larger parcel land. VALUATION OF THE PERMANENT EASEMENTS There is one (1) permanent easement located on the subject property. The easement will be utilized for public street and utility easement purposes. Therefore, we have assumed a 100% percentage of fee. Therefore, we will be utilizing the vacant land value as the value indicator. See the Easement Valuation Matrix below: Based on the anticipated impact to the property, the easement acquisitions would be valued at $185,297 total. Part Acquired (SF)Area (Acre) Value Indicator Indicated Value 131,987 3.0300 $3.50 $461,955 FEE SIMPLE ACQUISITION Percentage of Fee Comments Potential Types of Easements 90% - 100%Severe impact on surface use; Conveyance of future uses Overhead electric, flowage easements, railroad ROW, irrigation canals, access roads 75% - 89%Major impact on surface use; Conveyance of future uses Pipelines, drainage easements, flowage easements 51% - 74%Some impact on surface use; Conveyance of ingress/egress rights Pipelines, scenic easements 50%Balanced use by both owner and easement holder Water or sewer lines, cable lines, telecommunications 26% - 49%Location along a property line, location across a non-usable land area Water or sewer lines, cable lines 11% - 25% Subsurface or air rights that have minimal effect on use and utility, Location within a setback Air rights, water or sewer lines 0% - 10%Nominal effect on use and utility Small subsurface easement EASEMENT VALUATION MATRIX* *Right of Way Magazine, May/June 2006, Easement Valuation by Donald Sherwood, SR/WA TDG 2023 014 58 VALUE OF THE REMAINDER PARCEL AS PART OF THE WHOLE The value of the remainder parcel as part of the whole is equal to the value of the remainder before consideration of damages and benefits. This is simply a mathematical calculation in which the values of the parcels to be acquired are deducted from the value of the larger parcel in the before condition. Thus, the value of the remainder parcel as part of the whole is estimated as follows: VALUE INDICATIONS Category Values Indicated Value of the Larger Parcel before Acquisition $1,664,863 Fee Simple Acquisition $461,955 Permanent Easement $185,297 Total Value of the Parts Acquired $647,252 Value of the Remainder, as Part of the Whole $1,017,612 VALUE OF THE REMAINDER BEFORE CONSIDERATION OF BENEFITS We next considered the impact on value to the remainder parcel resulting from the proposed acquisition parcels and project. The value of the remainder parcel before consideration of benefits provides an indication of any loss in value, or severance damages, accruing to the remainder due to the acquisition or project construction. Damages might occur if the acquisition resulted in diminished utility of the remainder parcel. We noted that the acquisition and project will not affect the use of the northern remainder parcel in the after condition. In the before condition, the larger parcel was considered vacant residential land, and in the after condition, the physical attributes remain similar. Therefore, we have concluded that the value of the remainder parcel before consideration of benefits is equal to its value as part of the whole. Consequently, no severance damages accrue to the remainder. VALUE OF THE REMAINDER AFTER THE CONSIDERATION OF BENEFITS Benefits accrue to the remainder property when there is an increase in the value of the remainder parcel after construction and as a result of the public use of the improvement. The enhancement could result from a change to a superior use, a reduction in development costs, greater accessibility to the remainder, Part Acquired (SF)Area (Acre)Value Indicator (Per SF)Property Rights Percentage of Fee Indicated Value 52,942 1.2154 $3.50 Easement 100%$185,297 Value Part Acquired $185,297 EASEMENT ACQUISITION TDG 2023 014 59 increased site prominence, or some other factor that results in an increase to the value of the remainder. In the case of the subject, the highest and best use is for residential uses. As such, the ultimate use of the property is unchanged after completion of the project. The project and acquisition will not have a measurable benefit to the property owner in the after condition, and the value of the remainder parcel after consideration of benefits is equal to its estimated value before the determination of benefits. COST TO CURE ANALYSIS We noted that the partial acquisition will disrupt the existing irrigation system for the existing plantings and turn-around areas. This disruption will damage the remainder parcel in the after condition. Per Caltrans Manual Chapter 7 – 7.02.12.00 the cost-to-cure / Severance Damage to the remainder has been analyzed in the following areas: • The highest and best use of the subject in the remainder has not changed. • There is good market support for the before value and thus the remainder. • It has been determined that there are no substantial damages or benefits to the subject property • It has been determined that there is no substantial decrease in market value due to the presence of hazardous material/waste. In this respect, we have determined that the severance damages to the remainder based on the cost to cure does exceed $10,000. Examples of this include replacement of existing facilities such as road approaches, fencing, and irrigation pipelines. F ENCING, G ATE & C HICKEN C OUP R EPLACEMENT Approximately 301 feet of chain link fencing for the chicken coup and approximately 483 feet of fencing for the dog run will have to be replaced upon the acquisition. The fences are four feet tall. There is one gate for the chicken coup and one gate for the dog run that will also need replacing. The estimated cost to relocate the fencing and gates per Marshall & Swift is as follows: Item LF Cost/LF Local Multiplier Current Multiplier Cost to Cure Chicken Fencing 301 $17.40 1.25 1.02 $6,678 Dog Run Fencing 483 $17.40 1.25 1.02 $10,715 Total Cost to Cure:$17,393 Cost to Cure - Fencing Item Cost Local Multiplier Current Multiplier Cost to Cure Chicken Gate $338.00 1.25 1.02 $431 Dog Run Gate $338.00 1.25 1.02 $431 Total Cost to Cure:$862 Cost to Cure - Gates TDG 2023 014 60 There is a chicken coup on the property that will need to be replaced upon the acquisition. The coup is approximately 700 square feet and is in poor condition. The estimated cost to relocate the fencing and gates per Marshall & Swift is as follows: W ELL & P UMP R ELOCATION The subject property has a well and pump located on the southeast corner. Due to the acquisition, the well will need to be abandoned and replaced, while the pump will need to be relocated. We have assumed that the well on the property has not been abandoned and is approximately 125 feet deep. After discussions with S.A Camp Pump & Drilling, the new 125 foot well will cost approximately $100,000 to $150,000. These figures can vary depending on the well depth. In order to move the reusable pump and connect electricity to the new site, it will cost an additional $100,000. Therefore, the cost to cure the pump and well site will range between $200,000 to $250,000. For the purpose of this report, we have utilized $250,000. SUMMARY OF CONCLUSIONS Per our analysis, we have concluded that the total fair market value relating to the rights to be acquired on the subject property, as of March 16, 2023, is as follows: Item SF Cost/LF Local Multiplier Current Multiplier Cost to Cure Chicken Coup 700 $9.40 1.25 1.02 $8,390 Total Cost to Cure:$8,390 Cost to Cure - Chicken Coup Item Cost to Cure Chicken Fencing $6,678 Dog Run Fencing $10,715 Chicken Gate $431 Dog Run Gate $431 Chicken Coup $8,390 Well & Pump $250,000 Total Cost to Cure:$276,645 Total Cost to Cure TDG 2023 014 61 Ownership:Singh Total Compensation APN Square Feet Acreage 574-130-05 475,675 10.92 Total Land Area:475,675 10.92 475675 @ $3.50 per square foot $1,664,863 Larger Parcel Area 475675 Value of Larger Parcel $1,664,863 $1,664,863 Value of the Part Acquired Property Rights Square Feet Acreage Fee Simple 131,987 3.0300 @ $3.50 per SF $461,955 Permanent Easement 52,942 1.2154 @ $3.50 per SF 100% $185,297 Total Land Area:184,929 4.25 Subtotal $647,252 $647,252 $647,252 Value of the Remainder, as Part of the Whole $1,664,863 ($647,252) $1,017,612 Value of the Remainder Before Benefits Fee Owned Acreage 343,688 @ $3.50 per SF $1,202,909 Permanent Easement 52,942 @ $3.50 per SF 100% -$185,297 $1,017,612 Severance Damages $1,017,612 ($1,017,612) $0 $0 Value of the Remainder After Considering Benefits Fee owned Acreage 343,688 @ $3.50 per SF $1,202,909 Permanent Easement 52,942 @ $3.50 per SF 100% -$185,297 $1,017,612 Benefits $1,017,612 ($1,017,612) Benefits:$0 $0 Cost to Cure Type Chicken Fencing $6,678 Dog Run Fencing $10,715 Chicken Gate $431 Dog Run Gate $431 Chicken Coup $8,390 Well & Pump $250,000 Total:$276,645 $276,645 $923,897 $924,000Rounded Value of Remainder Before Considering Benefits Total Compensation Value of Remainder After Considering Benefits: Total SF Total Value of Part Acquired: Value, Larger Parcel Value Part Acquired Value of Remainder After Considering Benefits: Value of Remainder, as Part of the Whole: Value of Remainder Before Considering Benefits Value of Remainder, as Part of the Whole: Value of Remainder Before Considering Benefits Severance Damages: TDG 2023 014 62 FINAL RECONCILIATION The process of reconciliation involves the analysis of each approach to value. The quality of data applied and the significance of each approach as it relates to market behavior and defensibility of each approach are considered and weighed. Finally, each is considered separately and comparatively with each other. The Sales Comparison Approach was the only approach used to estimate the Fair Market Value of the fee simple interest in the subject property. As discussed in the Scope of the Appraisal section, the cost and income approaches were not applicable due to the lack of significant improvements and income potential, respectively. These two approaches are not typically employed in the valuation of vacant land. A total of four comparables were used in the Sales Comparison Approach. The comparable data were sufficient in quality and quantity to estimate the subject’s Fair Market Value with many physical and non-physical characteristics analyzed in the valuation process. Based on the data and analyses developed in this appraisal, we have reconciled the following value as of March 16, 2023, subject to the Hypothetical and/or Limiting Conditions and Extraordinary Assumptions: VALUE INDICATIONS Larger Parcel Value $1,664,863 Fee Simple Permanent Easement $461,955 $185,297 Cost to Cure $276,645 Just Compensation $923,897 Rounded $924,000 TDG 2023 014 63 We certify that, to the best of our knowledge and belief:  The statements of fact contained in this report are true and correct.  The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial, and unbiased professional analyses, opinions and conclusions.  We have no present or prospective future interest in the property that is the subject of this report and have no personal interest with respect to the parties involved.  We have no bias with respect to the property that is the subject of this report, or to the parties involved with this assignment.  Our engagement in this assignment was not contingent upon developing or reporting predetermined results.  Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.  Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP).  We certify sufficient competence to appraise this property through education and experience, in addition to the internal resources of the appraisal firm.  As previously stated, we have not performed an appraisal regarding the property that is the subject of this report within the past three years.  Lance W. Dore, MAI, FRICS have made an inspection of the subject property.  The reported analyses, opinions, and conclusions were developed, and this report has been prepared in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute, which include the Uniform Standards of Professional Appraisal Practice.  The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.  As of the date of this report, Lance W. Doré, MAI, FRICS, has completed the continuing education program of the Appraisal Institute.  The date of market value is March 16, 2023. The date of this report is March 29, 2023. CERTIFICATION STATEMENT TDG 2023 014 64 Respectfully, The Doré Group __________________________________ Lance W. Doré, MAI, FRICS President / CEO AG 002464 lwdore@thedoregroup.com Emily Ming Appraiser AG 3003661 eming@thedoregroup.com TDG 2023 014 65 ADDENDA TDG 2023 014 66 LAND COMPARABLE DATA SHEETS TDG 2023 014 67 City Fresno Date 3/2/22 Assessor Parcel No(s)511-250-01 Transaction Type Closed Grantor Robert Giometti Price $760,000 Grantee Keanu Saltiban Price Per SF $3.63 Property Rights Fee Simple Financing All cash Document No.27407 Conditions of Sale Normal Acres 4.80 Current Use Residential Topography Level Zoning RS-4 Access Average Utilities All Available Site Drainage Average The property consists of one rectangular parcel of land. There is one single-family residence on the property that was built in 1968. The improvement added nominal value to the land. Land Comparable 1 Transaction Land Description Comments TDG 2023 014 68 City Fresno Date 3/7/22 Assessor Parcel No(s)312-753-16 Transaction Type Closed Grantor Alameda Mtg Group Price $699,950 Grantee Mander Snehpal Price Per SF $3.27 Property Rights Fee Simple Financing Cash Document No.29796 Conditions of Sale Normal Acres 4.91 Current Use Residential Topography Level Zoning RS-4 Access Average Utilities All Available Site Drainage Average Land Comparable 2 Transaction Land Description Comments The property consists of one rectangular parcel of land. There are improvements on the property that added nominal value to the land due to their age. TDG 2023 014 69 City Fresno Date 6/14/22 Assessor Parcel No(s)511-171-19 Transaction Type Closed Grantor Dhindsa Baldeep Price $775,000 Grantee Blythe RJY Trio LLC Price Per SF $3.61 Property Rights Fee Simple Financing Cash Document No.78453 Conditions of Sale Normal Acres 4.92 Current Use Residential Topography Level Zoning RS-5 Access Average Utilities All Available Site Drainage Average Comments The property consists of one rectangular parcel of land. There is one single-family residence on the property that was built in 1973. The improvement added nominal value to the land. Land Comparable 3 Transaction Land Description TDG 2023 014 70 City Fresno Date 6/24/22 Assessor Parcel No(s)574-050-02 Transaction Type Closed Grantor Rocha Living Trust Price $1,800,000 Grantee DYP 6400 LP Price Per SF $3.23 Property Rights Fee Simple Financing All cash Document No.100249 Conditions of Sale Normal Acres 12.80 Current Use Residential Topography Level Zoning RS-5 Access Average Utilities All Available Site Drainage Average Land Comparable 4 Transaction Land Description Comments The sales consists of one irregular parcel of land. The property is located on the southwest corner of Clinton and Armstrong Avenue. The property is in the process of annexation and is located within the Clovis Unified School District. TDG 2023 014 69 NOTICE OF DECISION TO APPRAISE CONFIDENTIAL This document contains personal information and pursuant to Civil Code 1798.21 it shall be kept confidential in order to protect against unauthorized disclosure. NOTICE OF DECISION TO APPRAISE February 9, 2023 Sukhwinder “Bobby” Singh 2045 N. Armstrong Avenue Fresno, CA 93727 Re: East McKinley Avenue Expansion Project Notice of Decision to Appraise Assessor’s Parcel No.: 574-130-05 Property Address: 2045 N. Armstrong Avenue, Fresno, CA 93727 Dear Mr. Singh, As you are most likely aware, the City of Fresno is exploring the expansion of East McKinley Avenue between North Fowler Avenue and North Armstrong Avenue in Fresno, CA. This letter is being transmitted as a requirement imposed by any right of way acquisitions (temporary or permanent) on behalf of the FHWA in the current format outlined by the California Department of Transportation (Caltrans). Your property, located at 2045 N. Armstrong Avenue, Fresno, CA, is within the proposed project area and a portion may be required for the project. The City plans to start appraising the required property as soon as possible. As part of the appraisal process, it will be necessary to perform an inspection of your property to aid in the determination of just compensation. At your earliest convenience, please contact Lance W. Doré, MAI, FRICS of The Doré Group, Inc., who is working with the City at (619) 933-9450 to arrange a mutually agreeable time to meet and inspect your property. The appraiser will discuss the project and its relation to your property. You or your representative may accompany the appraiser on this inspection if you wish to do so. This notice is not an offer to purchase your property, and it does not establish your or any other occupants’ eligibility for relocation assistance or relocation payments. Only those in occupancy at the time of the first written offer to purchase the property may be eligible for relocation payments. Upon completion of the appraisal, a City representative will contact you for an appointment to discuss the acquisition in detail. It is our legal and moral obligation to offer you a fair market price for your property, including any and all benefits to which you may be entitled according to law. The entire land acquisition process conducted by the City will be in accordance with the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended (Title 42, sections 4601-4655, of the United States Code) (Uniform Act), and its implementing regulations, Title 49, Part 24, of the Code of Federal Regulations. All services and/or benefits to be derived from any right of way activity will be administered without regard to race, color, national origin, or sex, in accordance with Title CONFIDENTIAL This document contains personal information and pursuant to Civil Code 1798.21 it shall be kept confidential in order to protect against unauthorized disclosure. VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq.) and Section 162(a) of the Federal Highway Act of 1973 (23 U.S.C. 324). The following materials can be provided for your information: • Title VI Survey • Exhibit Map Thank you in advance for your cooperation. Sincerely, ___________________________________ Lance W. Doré, MAI, FRICS The Doré Group 3990 Old Town Avenue, Suite B104 San Diego, CA 92110 lwdore@thedoregroup.com 619.933.9450 INDICATES AREA TO BE PURCHASED BY CITY OF FRESNO FOR STREET PURPOSES (2.4 ACRES) INDICATES CANAL AREA TO BE PURCHASED BY CITY OF FRESNO (1.79 ACRES) TDG 2023 014 70 PRELIMINARY TITLE REPORT CLTA Preliminary Report Form Order Number: 5405-6927613 (Rev. 11/06) Page Number: 1 First American Title Page 1 of 12 First American Title Company 211 East Caldwell Avenue Visalia, CA 93277 California Department of Insurance License No. 151 Escrow Officer: Ann Kay Phone: (559)635-6803 Fax No.: (866)590-2167 E-Mail: akay@firstam.com E-Mail Loan Documents to: Lenders please contact the Escrow Officer for email address for sending loan documents. Buyer: City of Fresno Owner: TBD Property: Apn 574-130-05 Fresno, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the esta te or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. Please be advised that any provision contained in this document, or in a document that is attached, linked or referenced in this document, that under applicable law illegally discriminates against a class of individuals based upon personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or any other legally protected class, is illegal and unenforceable by law. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a pol icy of title insurance, a Binder or Commitment should be requested. Order Number: 5405-6927613 Page Number: 2 First American Title Page 2 of 12 Dated as of November 14, 2022 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: Sukhwinder Singh, a married man as his sole and separate property The estate or interest in the land hereinafter described or referred to covered by this Report is: FEE The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2022-2023. First Installment: $4,570.03, OPEN Penalty: $0.00 Second Installment: $4,570.03, OPEN Penalty: $0.00 Tax Rate Area: 005-471 A. P. No.: 574-130-05 2. The effect of an instrument entitled "Before the Board of Directors of the Fresno Metropolitan Flood Control District Resolution Providing for the Recordation of a Map Identifying Areas Subject to Payment of Drainage Fees and/or Requirements to Construct Planned Local Drainage Facilities", executed by Fresno Metropolitan Flood Control District and City of Fresno, recorded July 31, 1995 as Instrument No. 95092128 of Official Records. 3. Taxes and assessments, if any, of the FRESNO IRRIGATION District. 4. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. Order Number: 5405-6927613 Page Number: 3 First American Title Page 3 of 12 5. An easement for DITCH OR CANAL and incidental purposes, recorded AUGUST 18, 1873 in Book J of Deeds, Page 36. In Favor of: FRESNO CANAL AND IRRIGATION COMPANY Affects: A WESTERLY AND SOUTHERLY PORTION The terms and provisions contained in the document entitled AGREEMENT FOR COMMON USE OF EASEMENTS recorded APRIL 11, 2008 as INSTRUMENT NO. 2008-0053402 of Official Records. The location of the easement cannot be determined from record information. 6. The terms and provisions contained in the document entitled ELECTRICAL POWER USE AGREEMENT recorded JANUARY 09, 1986 as INSTRUMENT NO. 86002659 of Official Records. 7. The terms and provisions contained in the document entitled ELECTRICAL POWER USE AGREEMENT recorded FEBRUARY 01, 1991 as INSTRUMENT NO. 91012865 of Official Records. 8. An easement for RIGHT-OF-WAY FOR DITCH and incidental purposes, recorded AUGUST 15, 1994 as INSTRUMENT NO. 94127181 of Official Records. In Favor of: FRESNO IRRIGATION DISTRICT Affects: AN EASTERLY PORTION 9. The terms and provisions contained in the document entitled ORDINANCE NO. 2016-56 recorded MAY 11, 2017 as INSTRUMENT NO. 2017-0057989 of Official Records. 10. A financing statement recorded APRIL 01, 2022 as INSTRUMENT NO. 2022-0042732 OF OFFICIAL RECORDS. Debtor: SUKHWINDER SINGH Secured party: SUNPOWER CAPITAL SERVICES, LLC 11. The Solar Energy System, if any, located on the Land being owned by an Independent Solar Energy Producer. 12. Any defects, liens, encumbrances or other matters which name parties with the same or similar names as SUKHWINDER SINGH. The name search necessary to ascertain the existence of such matters has not been completed. In order to complete this preliminary report or commitment, we will require a statement of information. 13. Any claim that the Title is subject to a trust or lien created under The Perishable Agricultural Commodities Act, 1930 (7 U.S.C. §§499a, et seq.) or the Packers and Stockyards Act (7 U.S.C. §§181 et seq.) or under similar state laws. Consideration for the deletion of this exception is highly fact intensive. Please contact the underwriter assigned to your file as soon as possible to discuss. 14. Rights of the public in and to that portion of the land lying within ANY ROAD, STREET, ALLEY OR HIGHWAY. 15. Water rights, claims or title to water, whether or not shown by the Public Records. Order Number: 5405-6927613 Page Number: 4 First American Title Page 4 of 12 16. Rights of parties in possession. Order Number: 5405-6927613 Page Number: 5 First American Title Page 5 of 12 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 1. This report is preparatory to the issuance of an ALTA Loan Policy. We have no knowledge of any fact which would preclude the issuance of the policy with CLTA endorsement forms 100 and 116 and if applicable, 115 and 116.2 attached. When issued, the CLTA endorsement form 116 or 116.2, if applicable will reference a(n) SINGLE FAMILY RESIDENCE ON COMMERCIAL LAND known as 2045 NORTH ARMSTRONG AVENUE, FRESNO, CALIFORNIA. 2. According to the public records, there has been no conveyance of the land within a period of twenty- four months prior to the date of this report, except as follows: None 3. We find no outstanding voluntary liens of record affecting subject property. Disclosure should be made concerning the existence of any unrecorded lien or other indebtedness which could give rise to any possible security interest in the subject property. The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. Order Number: 5405-6927613 Page Number: 6 First American Title Page 6 of 12 LEGAL DESCRIPTION Real property in the City of Fresno, County of Fresno, State of California, described as follows: THAT PORTION OF LOT 14 OF THE SUBDIVISION OF SECTION 27, TOWNSHIP 13 SOUTH, RANGE 21 EAST, M.D.B.&M., AS PER MAP THEREOF RECORDED IN BOOK 5, PAGE 14 OF PLATS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SECTION 27; THENCE SOUTH 89°59'28" WEST, ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 27, A DISTANCE OF 1328.17 FEET TO THE SOUTHWEST CORNER OF SAID LOT 14; THENCE NORTH 0°01'30" EAST, ALONG THE WEST LINE OF SAID LOT 14, A DISTANCE OF 392.00 FEET; THENCE SOUTH 89°41'51" EAST A DISTANCE OF 1328.13 FEET TO THE EAST LINE OF SAID SOUTHWEST QUARTER OF SECTION 27; THENCE SOUTH 0°01'02" EAST ALONG SAID EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 27, A DISTANCE OF 384.78 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION GRANTED TO THE COUNTY OF FRESNO IN DEED RECORDED AUGUST 15, 1994 AS INSTRUMENT NO. 94-127182 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: THE WEST 10 FEET OF THE EAST 30 FEET OF THE NORTH 344.78 FEET OF THE SOUTH 384.78 FEET OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 27. APN: 574-130-05 Order Number: 5405-6927613 Page Number: 7 First American Title Page 7 of 12 Order Number: 5405-6927613 Page Number: 8 First American Title Page 8 of 12 Order Number: 5405-6927613 Page Number: 9 First American Title Page 9 of 12 NOTICE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub- escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. Order Number: 5405-6927613 Page Number: 10 First American Title Page 10 of 12 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE [(07-01-2021) v. 01.00] EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fee s, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, or regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27. 2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by You; b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to U s by You prior to the date You became an Insured under this policy; c. resulting in no loss or damage to You; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Co vered Risk 5, 8.f., 25, 26, 27, 28, or 32); or e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy. 4. Lack of a right: a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land. Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21. 5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the cover age provided under Covered Risk 14 or 15. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the tra nsfer of the Title to You is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 30. 7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance. 9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27. 10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as foll ows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less) Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less) Covered Risk 19: 1% of Policy Amount Shown on Schedule A or $5,000 $25,000 (whichever is less) Covered Risk 21: 1% of Policy Amount Shown on Schedule A or $2,500 $5,000 (whichever is less) Order Number: 5405-6927613 Page Number: 11 First American Title Page 11 of 12 ALTA OWNER'S POLICY [(07-01-2021) V. 01.00] CLTA STANDARD COVERAGE OWNER'S POLICY [(02-04-22) V. 01.00] EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regu lates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under th is policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Co vered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or simila r creditors’ rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. NOTE: The 2021 ALTA Owner’s Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to vari able exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also inclu de the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. The 2021 CLTA Standard Coverage Owner’s Policy wi ll include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats a ny Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiate d, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or as sessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by a n accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, Order Number: 5405-6927613 Page Number: 12 First American Title Page 12 of 12 uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights o f way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify o r limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under th is policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the tr ansaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. NOTE: The 2006 ALTA Owner’s Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also inclu de the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that ari se by reason of: The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage : 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notice s of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspecti on of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by a n accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) wat er rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy . 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear i n the Public Records or are shown in Schedule B. TDG 2023 014 71 QUALIFICATIONS LANCE W. DORÉ, MAI, FRICS Lance W. Doré is the President and CEO of The Doré Group. In this role, he directs all valuation assignments involving a wide variety of conventional and complex real properties, serves as litigation support to both public and private clients, provides expert advisory services (including forensic analyses and market and feasibility studies), and manages the overall operations of The Doré Group. Mr. Doré has been a real estate appraiser since 1983, initially working for Bank of America as a staff appraiser then as a senior appraiser with a fee appraisal firm in Del Mar, California. In 1988, he formed L.W. Doré, Real Estate Consultants and grew the firm through the addition of two partners forming Doré & Curry, Inc. (1990) and Doré, Curry, & Marschall, Inc. (1997). In 1999, Doré, Curry, & Marschall, Inc. became the San Diego office for Integra Realty Resources with Mr. Doré serving as Managing Director. In the fall of 2005, Mr. Doré joined Cushman & Wakefield as the National Practice Leader of the Government Affairs and Energy division. In 2007, he pursued an opportunity to serve as the President of European Emerging Markets and Vice President of Client Services for PGP, Inc./Colliers International. Mr. Doré’s unique depth of experience, coupled with his high personal standards of service, led him to found The Doré Group in 2010. Experience Mr. Doré’s work experience spans a wide variety of property types with special expertise in the valuation of energy facilities, conservation land, open space corridors and ranches. In addition, he has also appraised planned-unit developments, residential income properties, senior housing, shopping centers, office, industrial, mixed-use properties, and a multitude of special purpose properties, including, but not limited to hotels, ski resorts, restaurants, hospitals, recreational camps, auto service and wrecking centers, equestrian facilities, and golf courses. He regularly serves as an expert advisor conducting appraisal reviews, forensic studies, and marketability and feasibility analyses. In addition, Mr. Doré is uniquely qualified and experienced in litigation testimony, consultation and advisory services for all real estate related issues. His geographical valuation expertise is focused in the western United States and extends to Tokyo (Japan), Central America, Mexico, Cyprus, and Moscow (Russia). Licenses/Certifications/Affiliations Certified General Real Estate Appraiser – State of California (OREA No. AG002464) California Licensed Real Estate Broker & Realtor member - San Diego Board of Realtors Credentialed Mediator – National Conflict Resolution Center Member of the Appraisal Institute (MAI No. 8471) Fellow of the Royal Institute of Charter Surveyors (FRICS Designation) Registered Valuer - Royal Institute of Charter Surveyors for international valuation Member of the International Right of Way Association (IR/WA) Member of the Family Firm Institute – FFI Member of the Lambda Alpha International – Land Economic Society – LAI Instructor Positions National Instructor (Real Estate Valuation Principles & Practice) - Appraisal Institute Adjunct Professor - Russian Federation Finance Academy National Instructor – (Business Development and Leadership) – Royal Institute of Charter Surveyors National Instructor - (Red Book Standards) - Royal Institute of Charter Surveyors National Instructor - (Hotel Valuation) - Royal Institute of Charter Surveyors National Instructor - (International Valuation and Property Measurement Standards) - Royal Institute of Charter Surveyors National Instructor - (Subdivision Development) - Royal Institute of Charter Surveyors National Instructor - (Automated Valuation Models) - Royal Institute of Charter Surveyors National Instructor - (Bridging the Gap of IVSC v. USPAP) - Royal Institute of Charter Surveyors Leadership/Committees Past President – Appraisal Institute, San Diego Chapter Past member of International Relations Committee – Appraisal Institute Past member of Ethics & Standards Committee – Appraisal Institute Speaking Engagements Appraisal Institute (National Seminar Series, Los Angeles, CA) - Land Valuation & Environmental Issues The Trust for Public Land (San Diego, CA) - Natural Communities Conservation Plan Pan Pacific Conference (Auckland, New Zealand) – Valuation of Submerged Lands Government of Cyprus (Nicosia, Cyprus) – Valuation of Golf Courses and Marinas The Russian Federation (Moscow, Russia) - Valuation of Land and Appraisal Principles The Russian Federation (Goa, India) - Valuation of Oil and Gas and Power Plants Royal Institute of Charter Surveyors (Montego Bay, Jamaica) – Government & Regulatory Risk Graziadio School of Business & Management, Pepperdine (Los Angeles, CA)–2008 US & California Forecast Appraisal Institute (San Diego, CA) – Unique Valuations in Real Estate Appraisal Institute (San Diego, CA) – International Financial Reporting Standards (IFRS) California Redevelopment Agency (Workshop Series, CA) – Real Estate Valuation for AB1X 26 & AB1484 Risk Management Association (RMA) – Appraisal Risk and the Valuation Process University of San Diego – MBA program – Guest Lecturer University of San Francisco – Geller Family Business Center – Family Office Valuation NAI Global Conference – Real Estate Investment Pyramid Publications Appraisal Journal (October 2001) – “The Valuation of Submerged Land” Energy Pulse (March 2006) – “The Highest and Best Use of Power Plants” Union of Pan America Valuers (November 2010) – “Impact of Public to Private Partnerships in BRICS” Wall Street Journal (August 2001) – “Power Plant Owners Fight to Lower Taxes” The Secret of Real Estate – Revealed (2011) IRWA Right of Way (July/August 2018) – “Conservation Easements – Unraveling the Mystery” Representative Client List Public Entities United States Department of the Interior United States Forest Service United States Department of Navy United States Department of Justice Government of Cyprus Russian Federation State of California – Judicial Courts County of San Diego State of California – Auditor County of San Bernardino County of Riverside County of Los Angeles County of Monterey City of Riverside City of San Diego Port of Long Beach Los Angeles Dept. of Water and Power Port of Oakland City of Monterey Port of Vancouver Legal Clients – Local, Regional, National and International Firms. Criminal, Transactional and Civil Litigation. Qualified Expert in Federal Bankruptcy Court, United States Judicial District Court, California Superior Court, San Diego Superior Court, Los Angeles Superior Court, Washington State Superior Court. Financial Institutions – All Major Local, Regional and National Organizations. Savings and Loans, Banks, Insurance Companies, Investment Firms, Brokerage Firms and Insurance Companies. Non -Profit Conservation Groups – Local, Regional and National Organization s. Family Offices – Estate Planning, Tax Planning, Consultation PROFESSIONAL QUALIFICATIONS Emily Ming Certified General Appraiser License #3003661 Ms. Ming joined The Dore Group in June of 2016. Emily began working at Cushman & Wakefield Western, Inc. in San Diego, California as an intern while attending San Diego State University. Upon graduating, she began working full time for Cushman & Wakefield as an Appraiser Trainee within the Valuation & Advisory group. In October of 2013, Emily began working for Alliance Appraisal, LLC as an Appraiser and Alliance Ag Services, LLC as a salesperson. Ms. Ming became a Certified General Appraiser in April of 2016 and is working towards getting her Accredited Rural Appraiser designation through the American Society of Farm Managers and Rural Appraisers. Experience Appraisal assignments have included vacant land, commercial sites, agricultural land with permanent plantings, water rights and mineral rights valuation throughout the State of California. Education San Diego State University, San Diego, California, Graduated 2012 Degree: Bachelor of Arts, Public Administration Appraisal Education Emily has completed the following courses offered by the Appraisal Institute and the American Society of Farm Managers and Rural Appraisers: •15-Hour National Uniform Standards of Professional Appraisal Practice •Basic Appraisal Principles •Basic Appraisal Procedures •Residential Appraisal Sales Comparison and Income Approaches •Residential Appraisal Site Valuation and Cost Approach •Appraisal Report Writing •Residential Appraisal Market Analysis and Highest & Best Use •Real Estate Finance, Statistics, and Valuation Modeling •General Appraiser Sales Comparison Approach •General Appraiser Market Analysis and Highest & Best Use •General Appraiser Site Valuation and Cost Approach •General Appraiser Income Approach/Part 1 •General Appraiser Income Approach/Part 2 •General Appraiser Report Writing and Case Studies •Eminent Domain (A250) •Integrated Approaches to Value (A304) •Advanced Rural Case Studies (A400) •Valuation of Conservation Easements and Other Partial Interests in Real Estate (A315) She has also attended the following seminars: •California Chapter of the Association of Farm Managers and Rural Appraisers Annual Seminar 2011 •California Chapter of the Association of Farm Managers and Rural Appraisers Annual Seminar 2012 •California Chapter of the Association of Farm Managers and Rural Appraisers Annual Seminar 2013 •California Chapter of the Association of Farm Managers and Rural Appraisers Annual Seminar 2014 •California Chapter of the Association of Farm Managers and Rural Appraisers Annual Seminar 2015 •California Chapter of the Association of Farm Managers and Rural Appraisers Annual Seminar 2016 Memberships, Licenses and Professional Affiliations •Certified General Real Estate Appraiser License No. 3003661 Expires 03/31/2024 •California Real Estate Salesperson License No. 01942292 Expires 11/06/2025 District 1 Equal Employment Opportunity (EEO) Office 1656 Union Street Eureka, CA 95501 (707) 445-5318 District 2 EEO Office 1657 Riverside Drive Redding, CA 96001 (530) 225-3055 District 3 EEO Office 703 B Street Marysville, CA 95901 (530) 741-7130 District 4 EEO Office P.O. Box 23660, MS 6A Oakland, CA 94623 (510) 286-5871 District 5 EEO Office 50 Higuera Street San Luis Obispo, CA 93401 (805) 549-3037 District 6 EEO Office 1352 West Olive Avenue Fresno, CA 93728 (559) 444-2522 District 7 EEO Office 100 S. Main Street Los Angeles, CA 90012 (213) 897-0797 District 8 EEO Office 464 West 4th Street, MS 1249 San Bernardino, CA 92401 (909) 383-6396 District 9 EEO Office 500 S. Main Street Bishop, CA 93514 (760) 872-0752 District 10 EEO Office 1976 East Dr. Martin Luther King Jr. Blvd. Stockton, CA 95205 (209) 948-3911 District 11 EEO Office 4050 Taylor Street, MS 251 San Diego, CA 92110 (619) 688-4249 District 12 EEO Office 1750 East 4th Street, Suite 100 Santa Ana, CA 92705 (657) 328-6595 Headquarters Title VI Coordinator 1823 14th Street, MS 79 Sacramento, CA 95811 (916) 324-8379 Jan 2017 Your Rights Under Title VI and Related Statutes This brochure is designed to inform you of the requirements of Title VI of the Civil Rights Act of 1964 and your rights under those requirements. Caltrans & You This publication will be made available in alternative formats: Braille Large print Computer disc Audio version or in a different language upon request by calling the Caltrans Office of Business & Economic Opportunity (916) 324-8379 711 (TTY) What is Title VI? Title VI is a statute provision of the Civil Rights Act of 1964. Title VI (Sec. 601) of the Civil Rights Act of 1964 provides: “No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.” (42 U.S.C. Sec. 2000d) Additionally, Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations 1994 provides: “Each Federal agency shall make achieving environmental justice part of its mission by identifying and addressing, as appropriate, disproportionately high and adverse human health or environmental effects of its programs, policies, and activities on minority populations and low-income populations.” Related statutes provide protection against discrimination on the basis of sex, age, or disability by programs receiving federal financial assistance. What does this mean? That Caltrans strives to ensure that access to and use of all programs, services, or benefits derived from any Caltrans activity will be administered without regard to race, color, national origin, sex, age, disability or socioeconomic status. Caltrans will not tolerate discrimination by a Caltrans employee or recipients of federal funds such as cities, counties, contractors, consultants, suppliers, universities, colleges, planning agencies, and any other recipients of federal-aid highway funds. Caltrans prohibits all discriminatory practices, which may result in: • Denial to any individual of any service, financial aid, or benefit provided under the program to which he or she may be otherwise entitled; • Different standards or requirements for participation; • Segregation or separate treatment in any part of the program; • Distinctions in quality, quantity, or manner in which the benefit is provided; • Discrimination in any activities conducted in a facility built in whole or part with federal funds. To ensure compliance with Title VI, related statutes, and the Presidential Executive Order on Environmental Justice, Caltrans will: • Avoid or reduce harmful human health and environmental effects on minority and low-income populations; • Ensure the full and fair participation by all communities including low-income and minority populations in the transportation decision-making process; • Prevent the denial of, reduction in, or significant delay in the receipt of benefits by minority and low-income populations. Additionally, any recipient, including, but not limited to, Metropolitan Planning Organizations and cities and counties, who receive federal financial aid bears a responsibility to administer its program and activities without regard to race, color, national origin, sex, age, disability, or socioeconomic status. Benefits and Services Caltrans’ mission is to provide the people of California with a safe, efficient, and effective inter-modal transportation system. All of the work Caltrans performs is intended to assist the transportation needs of all the people of California regardless of race, color, national origin, sex, age, disability, or socioeconomic status. Are your rights being violated? If you believe that you have been discriminated against because of your race, color, national origin, sex, age, or disability, you may file a written complaint with the Caltrans Equal Employment Opportunity (EEO) Office. District EEO offices are located statewide. The addresses and telephone numbers are located on the back of this brochure. Title VI complaints are forwarded to Sacramento for investigation by the Caltrans Office of Business & Economic Opportunity Title VI Program. Who bears the responsibility to Title VI? All of Caltrans employees and its functional programs.The Caltrans Office of Business & Economic Opportunity Title VI Program provides continuous leadership, guidance, and technical assistance to ensure ongoing compliance with Title VI and the Executive Order on Environmental Justice. Your Property Your Transportation Project 2 3 INTRODUCTION This booklet was prepared for you as a person who may potentially be affected by a proposed public transportation project. If it is your property that is affected, you may have wondered what will happen. Who will contact you? What will you be paid for your property? Who will pay your moving costs? Will the State Department of Transportation (Department) help you find a new place to live? Important questions like these require specific answers. We hope this booklet will answer some of your questions and present a better picture of our overall procedures. 4 WHY DOES A PUBLIC AGENCY HAVE THE RIGHT TO BUY MY PROPERTY? Our State and Federal constitutions recognize the need for public agencies to purchase private property for public use, and provide appropriate safeguards to accomplish this purpose. State and Federal constitutions and the Uniform Relocation Assistance and Real Property Acquisition Policies Act authorize the purchase of private property for public use and assure full protection of the rights of each citizen. The responsibility for studying potential sites for a transportation project rests with a team of specially trained individuals selected to do this important job. Many months or even years are spent in preliminary study and investigation to consider possible locations for a project. Consideration of the environmental and social impacts are as much a part of location determination as engineering and cost. Participation by private citizens and public agencies is actively sought so that various views can be considered in the study process. The process may include public hearings and/or workshops, which give persons an opportunity to express their views on the locations being considered. 5 The California Department of Transportation is composed of many specialists. Among these are: Transportation Planners These individuals determine methods and routes for the traveling public. This includes studies of existing traffic patterns, “origin-destination” surveys and user benefits. They also determine whether the proposed project location is economically sound. They research and analyze the effects produced by similar projects upon other communities. Environmental Planners These individuals evaluate the socio-economic and/or environmental impacts, including traffic, noise and visual impacts of the proposed project. Design Engineers These individuals recommend the type of transportation project which will be of the most benefit to the public. They prepare design plans which determine the properties needed for the project. 6 Relocation Specialists These individuals perform early studies of the general needs of persons who may need to be relocated and the kind of replacement properties which may be required. A relocation impact analysis will be completed before the Department requires anyone to move from their property. As a result of this team effort, the best possible location for a transportation facility is selected after thorough social, economic, engineering, and environmental analyses, as well as consideration of expressed public concerns and desires. The goal is that the project provide the greatest public good and the least private injury or inconvenience while rendering the best possible service. Transportation Surveyors These individuals perform field surveys and monument property lines to delineate and map the Department’s right of way needs. They are also authorized by law to enter real property to perform such tasks. It is the Department’s policy that owners and tenants of property will be notified prior to such surveys. 7 WHO WILL CONTACT ME? One of the first persons you will meet is a Right of Way Agent performing the staff appraisal. You will be afforded the opportunity to accompany the appraiser on the inspection of your property. At the time of the inspection the appraiser will also provide you with general project information. The appraiser will analyze your property and examine all of the features which contribute to its market value. Information about improvements you have made and any other special features that you believe may affect the market value of your property should be given to the appraiser to ensure he/she has all the information you feel is relevant. It is the duty of the Department to ensure that you receive fair market value as if you sold your property privately in the open market. The Department cannot buy your property for more than it is worth, but it can and will assure you that you do not have to sell your property for less than its fair market value. California law provides that the owner shall receive a copy of the appraisal or a summary of the valuation upon which the Department’s offer is based. 8 At the time the offer is made to purchase your property, you may obtain your own appraisal and the Department will reimburse you up to $5,000 for the actual, reasonable costs of obtaining an independent appraisal. A licensed State appraiser must perform your appraisal. Your Right of Way Agent will provide more information concerning this reimbursement at the time of the offer. WHAT ADVANTAGE IS THERE IN SELLING YOUR PROPERTY TO THE DEPARTMENT? A real estate purchase by the Department of Transportation is handled in the same way as any private sale of property. However, there can be financial advantages in selling to the Department. The Department will pay fair market value for your property. The Department will also pay for the preparation of all documents, all title and escrow fees, a policy of title insurance, recording fees and such other fees as may be required for the conveyance of title to the Department. Since this is a direct conveyance of real property from the property owner to the Department, there are no real estate commissions involved, and the Department will not recognize or pay any such real estate commissions. A private sale will usually cost thousands of dollars in sales expenses. There are no seller’s expenses in a purchase by the Department. 9 Additionally, depending on your specific circumstances, you may be eligible for relocation payments and benefits when you move. These benefits are described in supplemental booklets which will be provided to you, should the Department’s acquisition actually cause you to be displaced from your property. WILL I BE PAID FOR LOSS IN VALUE TO MY REMAINING PROPERTY? When only a part of your property is needed for a project, every reasonable effort is made to ensure that you do not suffer damages to the remainder of your property. The total payment by the Department will be for the property the Department actually purchases and for any loss in market value to your remaining property. The determination of any loss in market value is an appraisal analysis involving many variables. When this situation occurs, the Right of Way Agent will explain the effect of a partial acquisition on your remaining property. 10 MAY I RETAIN AND MOVE MY HOME, BUSINESS BUILDING, MACHINERY, OR EQUIPMENT? If your house is movable and you wish to make such an arrangement, the Department will pay you on the basis of the market value of your present lot including landscaping, plus the reasonable cost of moving the building. There are cases where, because of age, size or condition of the house, the cost of moving it would exceed its present market value, less its salvage value. In such a case, payment of moving costs would, of course, be an unwise expenditure of public funds. If you operate a farm or business, you may wish to keep and move fixed machinery and equipment. Additionally, as an owner of a business conducted on the property to be purchased, you may be entitled to compensation for a loss of business goodwill. Your specific circumstances will need to be analyzed on a case-by-case basis. If any of these concepts are applicable to your situation, they will be explained by the Right of Way Agent assigned to purchase your property. 11 WILL I HAVE TIME TO SELECT ANOTHER HOME AFTER THE DEPARTMENT MAKES ITS PURCHASE? The Department starts to appraise properties early enough so that you will have ample time to move prior to project construction. Like any other real estate transaction, it requires time to close an escrow after a right of way contract and deed have been signed. You will not be required to move until reasonable, decent, safe and sanitary replacement housing is available. Once you have received the written offer to purchase your property from the Department, it is in your best interest to look for a new place to live as soon as possible. Finding a home early that best suits your needs before you are required to move will minimize your personal inconvenience and will avoid having to make a choice of housing under pressure. In some instances you may be able to sell your property to the Department and rent back temporarily pending construction. The Department also offers to provide you with assistance in finding a new place in which to live. The Department will give you at least 90 days notice in writing before you are required to move. 12 WHAT HAPPENS TO THE LOAN ON MY PROPERTY? After you and the Department have agreed upon a price, a Right of Way Agent and/or a title company will contact all other parties having an interest in the property. Payment to satisfy outstanding loans or liens will be made through a title company escrow as in the case in any real estate transaction. WHAT WILL HAPPEN TO MY GI OR CAL-VET LOAN? The Veterans Administration and the California Department of Veterans Affairs allow your veteran loan privileges to be transferred and to become available for coverage on another property. Your Right of Way Agent will assist you in the transfer. However, it is to your benefit and your responsibility to check with the Veterans Administration or the California Department of Veterans Affairs for procedural instructions. 13 IF THE VALUE OF MY PROPERTY IS HIGHER TODAY THAN WHEN I PURCHASED IT, DO I HAVE TO PAY INCOME OR CAPITAL GAINS TAX ON THIS DIFFERENCE WHEN SELL/ CONVEY TO THE DEPARTMENT? According to the Internal Revenue Service, the sale of property to a governmental agency for public purposes comes under the definition of an “involuntary conversion.” In these cases, it is not necessary to pay income tax or capital gains tax if the money you receive is used to buy a similar property within a limited period of time. In every case, however, you should check with your local Internal Revenue Service office and/or accountant. WILL I LOSE THE FAVORABLE PROPERTY TAX BASIS THAT I NOW HAVE UNDER THE PROVISIONS OF PROPOSITION 13? Section 2(d) of Article XIII -A of the California Constitution and Section 68 of the Revenue and Taxation Code generally provide that property tax relief shall be granted to any real property owner who acquires comparable replacement property after having been displaced by governmental acquisition or eminent domain proceedings. 14 You will be given a copy of this information with an attached page showing examples of how to calculate estimates of the tax relief you may be eligible for. These are only approximations. You must see your county Tax Assessor for a final determination. THE DEPARTMENT’S RIGHT OF EMINENT DOMAIN An owner’s rights are guaranteed by the federal and State constitutions and applicable federal and State laws. The principal right is that “Just Compensation” must be paid. The vast majority of our transactions are settled by contract. However, if the owner and the Department cannot agree on the terms of sale, the Department may resort to the eminent domain process to avoid delaying the project, and will ultimately initiate condemnation proceedings. The Department will request authority from the California Transportation Commission (Commission) to file a condemnation action in court. You will be given an opportunity to appear before the Commission to question whether public interest, necessity, planning and location require the proposed project and your property. The Commission does not hear arguments regarding valuation or just compensation. 15 Condemnation lawsuit documents are prepared by the Department and filed with the court in the county where the property is located. The Summons and Complaint will then be served on all persons having a property interest in the parcel. The persons served must file an Answer to the lawsuit within 30 days. Counsel for the parties will then prepare for trial, and the court will set dates for preliminary motions and the trial. WHAT HAPPENS IN A CONDEMNATION TRIAL? The purpose of the trial is to determine the amount of Just Compensation. Usually the trial is conducted before a judge and jury. Both the property owner and Department will have the opportunity to present evidence of value. The jury will determine the amount of compensation after being instructed as to the law by the judge. In those cases where the parties choose not to have a jury, the judge will decide the amount of compensation. The Judgment is then prepared by counsel and signed by the judge. It will state that, upon payment of the amount of the verdict for the benefit of the property owner, title will be transferred to public ownership. 16 When the Department makes the payment as required by the Judgment, the Final Order of Condemnation is signed by the judge and recorded with the County Recorder’s office. This finalizes the actual transfer of title. WHO PAYS THE CONDEMNATION TRIAL COSTS? The Department pays the costs of its attorney and its engineering and appraisal witnesses. It will also pay the jury fees and your recoverable costs allowed by law. The fee for filing your Answer with the court is an example of such costs. If the judge determines that the Department’s offer of settlement was unreasonable, while the demand of the property owner was reasonable as viewed in light of the evidence admitted at trial and the verdict, the property owner may receive litigation expenses such as their attorney’s fees. The Judgment is then prepared by counsel and signed by the judge. 17 IF I WANT A TRIAL, MUST I HAVE AN ATTORNEY AND EXPERT WITNESSES? Most property owners will be represented by an attorney, although they have the right to represent themselves. You may wish to consult your family attorney. If you do not have one, in many communities the yellow pages of the telephone directory will refer you to an attorney reference service. The local bar association may also provide a list of attorneys who may offer services in eminent domain proceedings. You and your attorney must decide what type of case you will present and what witnesses will be needed. WILL I BE PAID ANY RELOCATION ASSISTANCE BENEFITS EVEN THOUGH I GO TO COURT? A decision to go to court has no effect on your right to relocation benefits. Payment of relocation benefits is administered separately from the condemnation action. You will be provided details of additional assistance to help displaced persons, businesses, farms or nonprofit organizations in finding, purchasing or renting, and moving to a new location. These are explained in various booklets prepared for homeowners, tenants, and business and farm operators and are made available by the Department of Transportation. 18 HOW LONG CAN I KEEP MY PROPERTY? Continued use of your property usually depends on when construction must begin, including utility relocations, and the demolition and/or clearance of buildings. If construction must begin before the trial, the Department will seek a court order for early possession of your property. In this regard the Department will be required to deposit with the State Treasurer, the probable amount of just compensation, as determined by an appraisal as security for the value of the property rights it is seeking. The court will determine if the amount of money deposited is adequate. Once the deposit is made the owner may withdraw all or a portion of it at any time during the condemnation proceedings. The court may then grant to the Department an order for early possession allowing the Department to use the property for construction of the project. To obtain an Order for Possession, the Department will file a motion with the court and schedule a hearing 90 days after you and all occupants of the property are served with the motion papers (60 days if the property is unoccupied). You and the occupants, if any, will have 30 days to oppose the motion. Once the court grants an Order for Possession of the property, the Department may obtain possession of the property 30 days after the owner and any occupants are served with the Order. 19 Subject to the rights of any other persons having an interest in the property, you may withdraw all or part of the pre-Judgement deposit. If you do not make a withdrawal, the Department will pay interest on the eventual court award, or agreed settlement sum from the time it legally occupied your property until the date of final payment to you. Interest will accrue at the applicable statutory rate until paid at the time of final settlement. The Department’s Right of Way Agent assigned to purchase your property will assist you in the transaction and will be available to answer any additional questions you may have. 20 . DEFINITIONS The language used in relation to eminent domain proceedings may be new to you. These are some terms you may hear and their general meaning. Acquire To purchase Answer The property owner’s written reply, in appropriate legal form, filed with the court in response to the eminent domain complaint and as requested by the summons. Compensation The amount of money to which a property owner is entitled under the law for the purchase of their property and any related damages. Complaint The document filed with the court by the Department which initiates an eminent domain proceeding. 21 Condemnation The legal process by which a proceeding in eminent domain is accomplished. Counsel An attorney or attorneys Department The State of California acting through the Department of Transportation. Eminent Domain The right of government to purchase private property for public use. Fair Market Value The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. 22 Final Order of Condemnation The instrument which, when recorded, transfers title to public ownership. Judgment The court’s formal decision based on applicable law and the verdict. Just Compensation The measure of Just Compensation is Fair Market Value. Loss of Business Goodwill A loss in the value of a business caused by the Department’s acquisition of property that cannot be reasonably prevented by relocation of the business or the owner adopting prudent or reasonable steps that preserve the value of the business goodwill. Parcel Usually means the property that is being acquired. Plaintiff The public agency that desires to purchase the property. 23 Possession Legal control; to have the right to use. Property The right or interest which an individual has in land, including the rights to use or possess. Property is ownership; the exclusive right to use, possess or dispose of a thing. Right of Entry An agreement between an owner and the Department which allows the Department to utilize the property while continuing to negotiate the terms of settlement. Interest, calculated at the statutory rate, is included in the settlement upon conclusion of the transaction. Summons Notification of filing of a lawsuit in eminent domain and of the necessity to file answer or other responsive pleading. Title Legal ownership 24 Trial The hearing of the facts from a plaintiff and defendant in court of law, either with or without a jury. Verdict The amount of just compensation to be paid for a property including any damages to the remainder, if applicable. 25 NOTES 26 NOTES 27 28 STATE OF CALIFORNIA CALIFORNIA STATE TRANSPORTATION AGENCY DEPARTMENT OF TRANSPORTATION DIVISION OF RIGHT OF WAY AND LAND SURVEYS OCTOBER 2020 This is an informational pamphlet only. It is not intended to give a complete statement of all State or federal laws and regulations pertaining to the purchase of your property for a public use, the Relocation Assistance Program, technical legal definitions, or any form of legal advice. ADA Notice For individuals with disabilities, this document is available in alternate formats. For information contact: Division of Right of Way and Land Surveys (916) 654-5413 or write: 1120 N Street, MS 37 Sacramento, CA 95814 STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION EXHIBIT TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 AND 2-EX-3 (REV 8/2018) RELATED STATUTES Page 1 of 3 NONDISCRIMINATION STATUTES • Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000, provides in Section 601 that: “No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.” (PROHIBITS DISCRIMINATION IN IMPACTS, SERVICES, AND BENEFITS OF, ACCESS TO, PARTICIPATION IN, AND TREATMENT UNDER A FEDERAL-AID RECIPIENT’S PROGRAMS OR ACTIVITIES) • The Age Discrimination Act of 1975, as amended 42 U.S.C. 6101, provides: “No person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.” (PROHIBITS DISCRIMINATION BASED ON AGE) • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. 4601, provides: “For the fair and equitable treatment of persons displaced as direct result of programs or projects undertaken by a Federal agency or with Federal financial assistance.” (PROVIDES FOR FAIR TREATMENT OF PERSONS DISPLACED BY FEDERAL AND FEDERAL-AID PROGRAMS AND PROJECTS) • The Federal-aid Highway Act, 49 U.S.C. 306 Outlines the responsibilities of the U.S. Department of Transportation and, at (c) outlines the Secretary’s authority to decide whether a recipient has not compiled with applicable Civil Rights statutes or regulations, requires the Secretary to provide notice of the violation, and requires necessary action to ensure compliance. • The 1973 Federal-aid Highway Act, 23 U.S.C. 324, provides: “No person shall on the ground of sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal assistance under this Title or carried on under this title.” (PROHIBITS DISCRIMINATION ON THE BASIS OF SEX) EXHIBIT TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 AND 2-EX-3 (REV 8/2018) RELATED STATUTES (Cont.) Page 2 of 3 • The Civil Rights Restoration Act of 1987, P.L. 100-209, provides: Clarification of the original intent of Congress in Title VI of the 1964 Civil Rights Act, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973. (RESTORES THE BROAD, INSTITUTION-WIDE SCOPE AND COVERAGE OF THE NON-DISCRIMINATION STATUTES TO INCLUDE ALL PROGRAMS AND ACTIVITIES OF FEDERAL-AID RECIPIENTS, SUB-RECIPIENTS AND CONTRACTORS, WHETHER SUCH PROGRAMS AND ACTIVITIES ARE FEDERALLY ASSISTED OR NOT) • The Uniform Relocation Act Amendments of 1987, P.L. 101-246, provides: “For fair, uniform, and equitable treatment of all affected persons; …(and) minimizing the adverse impact of displacement… (to maintain) …the economic and social well-being of communities; and…to establish a lead agency and allow for State certification and implementation.” (UPDATED THE 1970 ACT AND CLARIFIED THE INTENT OF CONGRESS IN PROGRAMS AND PROJECTS WHICH CAUSE DISPLACEMENT) • The Americans with Disabilities Act, P.L. 101-336, provides: “No qualified individual with a disability shall, by reason of such disability, be excluded from the participation in, be denied benefits of, or be subjected to discrimination by a department, agency, special purpose district, or other instrumentality of a State or a local government.” (PROVIDED ENFORCEABLE STANDARDS TO ADDRESS DISCRIMINATION AGAINST PEOPLE WITH DISABILITIES) • The Civil Rights Act of 1991, in part, amended Section 1981 of 42 U.S.C. by adding two new sections that provided: “(b) For the purposes of this section, the term ‘make and enforce contracts’ includes the making, performance, modification, and termination of contracts and the enjoyment of all benefits, privileges, terms, and conditions of the contractual relationship. (c) The rights protected by this section are protected against impairment by non-governmental discrimination and impairment under color of State law.” EXHIBIT TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 AND 2-EX-3 (REV 8/2018) RELATED STATUTES (Cont.) Page 3 of 3 • Title VIII of the 1968 Civil Rights Act, 42 U.S.C. 3601, provides that: “(I) It shall be unlawful…to refuse to sell or rent after the making of a bona fide offer, or to refuse to negotiate for the sale or rental of, or otherwise make unavailable or deny a dwelling to any person because of race, color, religion or national origin.” (PROHIBITS DISCRIMINATION IN THE SALE OR RENTAL OF HOUSING – HUD is the primary interest agency, but FHWA and States under Title VI are responsible for preventing discrimination in the function of Right-of-Way) • The National Environmental Policy Act of 1969, 42 U.S.C. 4321 Requires the consideration of alternatives, including the “no-build” alternative, consideration of social, environmental and economic impacts, public involvement, and use of a systematic interdisciplinary approach at each decision- making stage of Federal-aid project development. • Title IX of the Education Amendments of 1972 Makes financial assistance available to institutions of higher education to: (1) strengthen, improve and, where necessary, expand the quality of graduate and professional programs leading to an advanced degree; (2) establish, strengthen, and improve programs designed to prepare graduate and professional students for public service; and (3) assist in strengthening undergraduate programs of instruction in certain instances. • Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 790, provides that: “(N)o qualified handicapped person shall, solely by reason of his handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity that receives or benefits from Federal financial assistance.” (PROHIBITS DISCRIMINATION BASED ON PHYSICAL OR MENTAL HANDICAP) Source: U.S. Department of Transportation Federal Highway Administration Title VI Handbook Title VI Nondiscrimination in the Federal-Aid Highway Program FHWA Publication No. FHWA-HCR-06-006 STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION TITLE VI AND OTHER DISCRIMINATION COMPLAINT FORM OCR-0002 (REV 04/2020)Page 1 of 3 ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at (916) 445-1233, TTY 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Section I - Applicability Name:Electronic Mail Address: Phone Number (Include Area Code):Work Phone Number (Include Area Code): Address:City, State, Zip: Accessible Format Requirements: Large Print TDD Audio Tape Other Are you filing this complaint on your own behalf? Yes (Go to Section II)No If not, please supply the name and relationship of the person for whom you are complaining: Briefly and clearly explain why you have filed for a third party. Section II - Title VI Discrimination Because of: Race Color National Origin Name and Position of Person(s) That Discriminated Against You:Location Including City, State, Zip: Explain as briefly and clearly as possible what happened, and how you were discriminated against. Include date of alleged discrimination (Month, Day, Year). Indicate all persons who were involved. Be sure to describe how other persons were treated differently than you. Attach any written material pertaining to your case. Other Areas of Discrimination: RetaliationDisabilityAgeSex STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION TITLE VI AND OTHER DISCRIMINATION COMPLAINT FORM OCR-0002 (REV 04/2020)Page 2 of 3 ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at (916) 445-1233, TTY 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. The laws prohibit retaliation against anyone because he/she has taken action, or participated in an action, to secure rights protected by these laws. If you feel you have been retaliated against (separate from the discrimination alleged above), please explain briefly and clearly the circumstances below. Please explain what actions you took which you believe were the basis for the allegation of retaliation. What remedy or action, do you seek for the alleged discrimination? Have you previously filed a complaint with this agency?Yes No Have you filed, or intend to file, a charge or complaint with the following? U.S. Equal Employment Opportunity Commission Federal State Courtor Department of Fair Employment and Housing Federal Highway Administration/U.S. Department of Transportation Federal Transit Administration/U.S. Department of Transportation If you have already filed a charge or complaint, please provide information about a contact person at the agency/court where the complaint was filed. Name: Title: Agency/Court: Address: Telephone Number (Including Area Code): Date Filed: Case Number: Date of Trial/Hearing: Provide any additional information, including witnesses, that you believe would assist in the investigation. Signature of Complainant:Date: FOR OFFICE USE ONLY Location: District/Division: Case: Date Complaint Received: Date Referred: Processed by: Referred to:USDOT FHWA FTA OTHER STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION TITLE VI AND OTHER DISCRIMINATION COMPLAINT FORM OCR-0002 (REV 04/2020)Page 3 of 3 ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at (916) 445-1233, TTY 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. INSTRUCTIONS Section I Applicability – The complaint procedures apply to the beneficiaries of Caltrans programs, activities, and services, including but not limited to the public, contractors, subcontractors, consultants, and other sub-recipients of Federal funds. All complaints must be in writing and signed by the complainant. Complaints must include the complainant’s name, address, phone number, and specify all issues and circumstances of the alleged discrimination. In cases where the complainant is incapable of providing a written statement such as limited English proficient or having a disability, the complainant may be assisted in converting the verbal into a written complaint. Section II Title VI – Any person who believes he/she has been excluded from participation in or denied benefits or services of any program or activity administered by Caltrans, or its sub-recipients, consultants, and contractors. Discrimination Because of – Allegations must be based on issues involving race, color, national origin for a Title VI complaint or sex, age, disability, or retaliation. Filing Options and Time Limits – The use of the complaint form is not mandatory. You may submit your complaint in any form that includes your signature. Title VI discrimination complaints may be filed with Caltrans, the Federal Highway Administration, or other agencies that provide federal financial assistance to Caltrans. Complaints must be filed no later than 180 days after the date of the alleged act of discrimination or retaliation unless the time for filing is extended. Failure to supply all information may be grounds for rejecting your complaint. Submit Complaints – The original-signed complaint form or letter is mailed to: California Department of Transportation Office of Civil Rights Attention: Title VI Branch Manager 1823 14th Street, MS 79 Sacramento, CA 95811 Information – Email: Title.VI@dot.ca.gov Phone: (916) 324-8379 Website: https://dot.ca.gov/programs/civil-rights/title-vi PERSONAL INFORMATION NOTICE Pursuant to the Federal Privacy Act (Section 552 et seq.) and the Information Practices Act of 1977 (IPA) (Civil Code Sections 1798 et seq.), notice is hereby given for the request of personal information by this form. The requested personal information is voluntary. The principal purpose of the voluntary information is to facilitate the processing of this form. The failure to provide all or any part of the requested information may delay processing of this form. No disclosure of personal information will be made unless permissible under Article 6, Section 1798.24 of the IPA of 1977. Each individual has the right upon request and proper identification, to inspect all personal information in any record maintained on the individual by an identifying particular. DTT$0 DTT$0 Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague (Label) N 01.530.75 Miles Project ID: PW01021 Council District: 7 VICINITY MAP DEPARTMENT OF PUBLIC WORKS District 7 City Limits N Armstrong AveN Armstrong AveE Weldon AveE Weldon Ave E Mckinley AveE Mckinley AveN Laverne AveN Laverne AveCopyright nearmap 2015 LOCATION MAPN 0 0.025 0.050.0125 Miles DEPARTMENT OF PUBLIC WORKS Project ID: PW01021 Council District: 7 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1330 Agenda Date:9/28/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:ANDREW J. BENELLI, PE, Assistant Director Public Works Department SUBJECT Hearing to consider Text Amendment Application No. P23-02443 and related Environmental Finding pertaining to acceptance of subdivision Improvements (all Council Districts): 1. ADOPTION of a Finding that the project is exempt pursuant to Section 15061(b)(3), No Possibility of Significant Adverse Effect, pursuant to the California Environmental Quality Act (CEQA) Guidelines as prepared for Environmental Assessment No. P23-02443 dated August 2, 2023. 2. RECOMMEND APPROVAL of Text Amendment Application No. P23-02443 Adding Subsection U to Section 3804 of Chapter 15 of the Fresno Municipal Code relating to the deferral of certain sidewalk construction, driveway approaches and street trees in subdivisions until prior to occupancy of single-family homes. EXECUTIVE SUMMARY Fresno Municipal Code (FMC) Section 15-3804, requires that subdividers improve, or execute a secured agreement to install all the public improvements within the development. Most developers enter into a Subdivision Agreement and post bonds to guarantee that they build all the public improvements including the sewer lines, water pipes, streets, sidewalks, street trees and landscaping. The Building Industry Association has requested that the Municipal Code be modified to allow the release of the bonds prior to the completion of certain sidewalk improvements, driveway approaches, and planting of street trees. Occupancy of a home would not be permitted until all the street improvements in front of the home have been installed and inspected. The Planning Commission conducted a Public Hearing to consider Text Amendment No. P23-02443 and Environment Assessment P23-02443 on August 2, 2023. The Commissioners voted unanimously to recommend approval to the City Council. BACKGROUND Most developers enter into a Subdivision Agreement and provide bonds and cash deposits to guarantee that the public improvements will be completed. The utilities and street improvements are generally completed quickly, and homes begin to be sold and occupied. The sidewalks in front of the homes usually get installed after the home is built, but before the homeowners move in. In 2008, the City of Fresno Printed on 9/22/2023Page 1 of 5 powered by Legistar™ 9/28/2023 REMOVED FROM AGENDA File #:ID 23-1330 Agenda Date:9/28/2023 Agenda #: homes usually get installed after the home is built,but before the homeowners move in.In 2008,the Council approved a resolution that allowed a one-time reduction in the amount of the bond when the improvements were substantially complete.Sales of all the homes in larger subdivisions can sometimes take several years.During much of that time all the public improvements are completed except for the sidewalks and driveway approaches in front of the unsold lots.The developers do not want to install those sidewalks until after the house is finished,because the equipment used to construct the home might damage the sidewalk.The Code requires that the Developer keeps the bonds active until all of the public infrastructure improvements have been completed and accepted, including the sidewalks and driveway approaches.On large subdivisions the cost of carrying these bonds for several years can be significant. The Building Industry Association and some of the active subdivision developers have requested that the City Council amend the FMC to allow the bonds to be released before completion of all of the sidewalks,driveway approaches and planting of the street trees.These improvements would be finished with the construction of the home,and if the work was not completed or installed properly the City would deny occupancy of the home until the work was finished to a satisfactory level.Several cities in the area do allow the bonds to be released before the sidewalks and driveways are 100% complete. City staff recommends adding the following new section to the Code: U.Deferral of sidewalks to occupancy.At the request of the Subdivider,the Director may determine that it is appropriate to allow the deferral of sidewalk construction, including driveway approaches and planting of street trees,along the frontage of certain single-family residential lots until after the acceptance of the subdivision by the City. The Director may only accept the subdivision and defer sidewalk construction to occupancy of the homes provided that all of the following conditions have been satisfied: 1.The construction of the sidewalk along said single-family residential lots is made a condition upon the building permit for the particular home,with completion of the sidewalk required prior to occupancy. 2.All other conditions of approval have been satisfied by the subdivider and all other public improvements have been completed. 3.All sidewalks along residential side yards,or any side of the lot that does not have a planned driveway approach, have been constructed. 4. All sidewalks along the perimeter major streets have been constructed. 5.All sidewalks along the entry streets to the subdivision have been constructed,from the major street to the first local residential street intersection within the subdivision. 6.Either (a)all sidewalks have been constructed on the side of the street containing street lighting or underground streetlight conduit;or (b)all underground street light conduits have been protected by an alternative method to the satisfaction of the City of Fresno Printed on 9/22/2023Page 2 of 5 powered by Legistar™ File #:ID 23-1330 Agenda Date:9/28/2023 Agenda #: Director. 7.All sidewalks have been constructed along the complete frontage of any temporary ponding basins and any outlots being dedicated to the City,including but not limited to park sites and well sites. Planning Commission On August 2,2023,the Planning Commission voted unanimously to recommend approval of Environmental Assessment No.P23-02443 and the addition of Subsection U to Section 3804 of Chapter 15 of the Fresno Municipal Code relating to the deferral of certain sidewalk construction,driveway approaches and street trees in subdivisions until prior to occupancy of single-family homes. Council District Plan Implementation Committees The recommendations of the Council District Plan Implementation Committees are as noted below. Council District 1 On November 4,2021,the Council District 1 Plan Implementation Committee recommended approval of the proposed text amendment. Council District 2 On December 13,2021,the Council District 2 Plan Implementation Committee voted 5-1 to recommend approval of the proposed text amendment. Council District 3 On January 25,2022,the Council District 3 Plan Implementation Committee voted 2-1 to recommended approval of the proposed text amendment. Council District 4 There is no Council District 4 Plan Implementation Committee at this time. Council District 5 On March 7,2022,the Council District 5 Plan Implementation Committee voted 4-1 to recommend denial of the proposed text amendment. Council District 6 On February 7,2022,the Council District 6 Plan Implementation Committee voted 4-1 to recommend approval of the proposed text amendment. City of Fresno Printed on 9/22/2023Page 3 of 5 powered by Legistar™ File #:ID 23-1330 Agenda Date:9/28/2023 Agenda #: Council District 7 There is no Council District 7 Plan Implementation Committee at this time. Airport Land Use Commission The Airport Land Use Commission recommended approval of the subject Text Amendment application on April 4, 2022. Development Code Text Amendment Findings Pursuant to Section 15-5811 of the Fresno Municipal Code,the City Council shall not approve an application unless the proposed amendment meets the following criteria: 1.The Code text amendment is consistent with the General Plan and any applicable operative plans; and The text amendment that is being proposed to 15-3804 is consistent with the General Plan because it does not remove the requirement to install sidewalks,driveway approaches,and street trees.The text amendment just provides for a change in the security that the City requires to guarantee completion of the improvements.The text amendment will change the security from the requirement to submit a bond.Instead of a bond,occupancy of the home will not be authorized until the sidewalk,drive approach,and street trees are installed and inspected. 2.The amendment 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. The proposed text amendment is consistent with the purpose of the Development Code.It will promote the growth of the city in an orderly and sustainable manner.On most subdivisions the sidewalks,driveway approaches and street trees are installed soon after the home is completed,but before it is occupied.The proposed text amendment will not change the timing or sequence of the work.The test amendment will only allow the bonds to be released prior to the installation of all sidewalks, drive approaches and the planting of the street trees. ENVIRONMENTAL FINDINGS An environmental assessment was prepared for this project in accordance with the requirements of the California Environmental Quality Act (CEQA) Guidelines. This process included the distribution of the project proposal for comment from other responsible or affected agencies. The State Guidelines for the implementation of the California Environmental Quality Act provide for the exemption of projects which will have no potential for causing a significant effect on the environment. More specifically, Section 15061 (b) (3) of the CEQA Guidelines states: “…CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a City of Fresno Printed on 9/22/2023Page 4 of 5 powered by Legistar™ File #:ID 23-1330 Agenda Date:9/28/2023 Agenda #: significant effect on the environment, the activity is not subject to CEQA.” The City of Fresno has determined that a Finding of No Possibility that the project will have impacts on the environment pursuant to Section 15061(b) (3) of the CEQA Guidelines is appropriate for the proposed text amendment. Given that the proposed text amendment will allow the developer to defer sidewalk construction to occupancy of the homes provided that all of the required conditions have been satisfied. Notice of City Council Hearing Pursuant to the requirements of Fresno Municipal Code section 15-5806 (and 15-5007.D), notice of this public hearing was published in the Fresno Business Journal on Wednesday, September 13, 2023. Section 15-5007.D allows the posting of a public hearing notice, in at least one newspaper of general circulation, as an alternative noticing method for large mailings. CONCLUSION The appropriateness of the proposed text amendment has been examined with respect to its consistency with stated goals of the Fresno General Plan; compatibility with surrounding existing and proposed uses; and avoidance or mitigation of potentially significant adverse environmental impacts. These factors have been evaluated as described above and by the accompanying environmental assessment. Upon completion of this evaluation, it can be concluded that Text Amendment Application No. TA-17-002, is appropriate. Attachment(s): Exhibit A Resolution City of Fresno Printed on 9/22/2023Page 5 of 5 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1398 Agenda Date:9/28/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk SUBJECT Appearance by Paul Haros to discuss Significance of Parade to the Central Valley and it’s contribution to the downtown Fresno area (Resident District 1) Attachment: Request to Speak Application City of Fresno Printed on 10/3/2023Page 1 of 1 powered by Legistar™ 9/28/2023 APPEARED 1 \ From:Paul Haros (Central Valley Veterans Day Parade) Sent:Monday, September 18, 2023 11:53 AM To:Clerk Agendas Subject:Request to Speak Before the Fresno City Council Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments Name: Paul Haros (Central Valley Veterans Day Parade) Address District District 1 Phone Email Date You Wish to Speak Before the City Council September 28, 2023 Topic/Subject Significance of the parade to the Central Valley and its contribution to the downtown Fresno area. IP Address 198.200.238.254 User‐Agent (Browser/OS) Google Chrome 117.0.0.0 / Windows Referrer https://www.fresno.gov/cityclerk/ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department BY:ISRAEL TREJO, Planning Manager Planning and Development Department JOHN GEORGE, Planner III Planning and Development Department SUBJECT Consideration of an appeal filed regarding Vesting Tentative Tract Map No. 6366, Planned Development Permit Application No. P22-04877, and related Environmental Assessment No. T- 6366/P22-04877 for approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues (Council District 7). 1. ADOPT Environmental Assessment No. T-6366/P22-04877 dated July 12, 2023, an Addendum to Environmental Assessment No. P22-01202, in accordance with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines. 2. DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Vesting Tentative Tract Map No. 6366 proposing to subdivide approximately 7.94 acres of the subject property into a 71-lot single-family residential development subject to the following: a. Development shall take place in accordance with the Conditions of Approval for Vesting Tentative Tract Map No. 6366 dated August 2, 2023. 3. DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Planned Development Permit Application No. P22-04877 proposing to modify the RS-5 ( Single-Family Residential, Medium Density) zone district development standards to allow for a reduction in the garage setback, rear yard setback, garage to façade setback, minimum lot size, minimum lot depth, an increase in maximum lot coverage, and gated private streets subject to the following: a. Development shall take place in accordance with the Conditions of Approval for Planned Development Permit Application No. P22-04877 dated August 2, 2023. RECOMMENDATION Staff recommendations: 1. ADOPT Environmental Assessment No. T-6366/P22-04877 dated July 12, 2023, an Addendum to Environmental Assessment No. P22-01202, in accordance with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines. 2. DENY the appeal and UPHOLD the action of the Planning Commission in the approval of City of Fresno Printed on 10/3/2023Page 1 of 10 powered by Legistar™ 9/28/2023 NE/MA 7-0 CONTINUED TO 10/5/2023 NEW FILE ID 23-1463 File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: 2.DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Vesting Tentative Tract Map No.6366 proposing to subdivide approximately 7.94 acres of the subject property into a 71-lot single-family residential development subject to the following: a.Development shall take place in accordance with the Conditions of Approval for Vesting Tentative Tract Map No. 6366 dated August 2, 2023. 3.DENY the appeal and UPHOLD the action of the Planning Commission in the approval of Planned Development Permit Application No.P22-04877 proposing to modify the RS-5 ( Single-Family Residential,Medium Density)zone district development standards to allow for a reduction in the garage setback,rear yard setback,garage to façade setback,minimum lot size,minimum lot depth,an increase in maximum lot coverage,and gated private streets subject to the following: a.Development shall take place in accordance with the Conditions of Approval for Planned Development Permit Application No. P22-04877 dated August 2, 2023. EXECUTIVE SUMMARY Giannetta Engineering,on behalf of Granville Homes,has filed Vesting Tentative Tract Map No.6366 pertaining to approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues. Vesting Tentative Tract Map No.6366 proposes to subdivide the property into a 71-lot single-family residential subdivision with public streets at a density of 8.94 dwelling units per acre (du/ac). Planned Development Permit Application No.P22-04877 is a proposal to modify the RS-5 (Single- Family Residential,Medium Density)zone district development standards to allow for a reduction in the garage setback,rear yard setback,garage to façade setback,minimum lot size,minimum lot depth, an increase in maximum lot coverage, and gated private streets. The subject property is located within the boundaries of the Fresno General Plan and McLane Community Plan,and both plans designate the subject property for the Medium Density Residential (5 to 12 du/ac).Based upon the submitted subdivision design,Planned Development findings,and conditions of approval,the proposed subdivision can be found consistent with the Medium Density Residential planned land use for the subject property designated by both the Fresno General Plan and McLane Community Plan. Appeal of Fresno City Planning Commission Action On August 2,2023,the Planning Commission considered and approved the item with staff’s update on Conditions of Approval.The applicant spoke in opposition to the condition in the Public Works Department memorandum dated June 19,2023 (Community Facilities District (CFD))requiring annexation into CFD No.18 for funding police and fire safety/protection/suppression services.After a complete hearing,the Planning Commission denied the change to conditions requested by the applicant and approved the vesting tentative tract map,planned development,and related environmental assessment,6 votes to 0.The Planning Commission Resolutions (Exhibits L and M) are attached for more information. City of Fresno Printed on 10/3/2023Page 2 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: In response to the appeal by the applicant,the Planning Commission’s action is set aside,and a City Council public hearing is scheduled and noticed in accordance with Section 15-3314 of the Fresno Municipal Code. BACKGROUND The subject property is located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues.The immediate surrounding area includes a vacant multi-family residential property and established single-family neighborhoods to the south,industrial buildings to the west, and an established single-family residential neighborhood to the east and north. Planned Development Planned Development Permit Application No.P22-04877 requests authorization to modify the minimum setback requirement as follows: ·Garage from 18 feet to 6 feet on lots 43, 44, 53, and 54. ·No setback requirement from garage to living façade on all lots. ·Rear yard setback from 10 feet to 5 feet on all lots. ·Maximum lot coverage from 60 percent to 61 percent on all lots In addition to the aforementioned setback reductions and lot coverage increase,the Planned Development Permit also requests authorization to reduce the minimum lot depth from 70 feet to 59 feet and the minimum lot size from 4,000 sq.ft.to 2,432 sq.ft.It should be noted that the requested one percent increase to the required 60 percent lot coverage shall only be allowed so long as it does not exceed any maximum requirements determined by the Fresno Metropolitan Flood Control District. The subject property is zoned RS-5 and is planned for Medium Density Residential uses.The proposed project is required to comply with the development standards within Section 15-903 of the Fresno Municipal Code (FMC),except for the required modifications through the Planned Development Permit. California Housing Shortage Since about 1970,California has been experiencing an increasing housing shortage,such that by 2018,California ranked 49th among the United States in housing units per resident.This shortage has been estimated to be 3-4 million housing units (20-30%of California's housing stock,14 million as of 2017).Experts say that California needs to double its current rate of housing production (85,000 units per year)to keep up with expected population growth and prevent prices from further increasing and needs to quadruple the current rate of housing production over the next 7 years for prices and rents to decline.Approval of the vesting tentative tract map would help contribute to fulfilling the housing needs of the region. Landscaping/Walls/Open Space An approximately 9,669 sq.ft.open space area is proposed at the northern boundary of the proposed subdivision.The amount of open space provided within the tract map is 9,669 sq.ft.,which meets the minimum requirement of FMC Section 12-4.705.For 71 lots,the minimum requirement is City of Fresno Printed on 10/3/2023Page 3 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: meets the minimum requirement of FMC Section 12-4.705.For 71 lots,the minimum requirement is 5,827 sq. ft. of open space. Public Services Public Utilities The Department of Public Utilities (DPU)has determined that adequate sanitary sewer and water services are available to serve the project site subject to implementation of the Fresno General Plan policies and the mitigation measures of the related Program Environmental Impact Report,and the construction and installation of public facilities and infrastructure in accordance with Department of Public Works standards, specifications, and policies. The nearest sanitary sewer main to serve the Project is an 8-inch sewer main located in North Bliss Avenue.For sanitary sewer service,all sanitary sewer mains shall be extended within the Project to provide service to each lot.The proposed project will also be required to provide payment of sewer connection charges. For water service,the nearest water main to serve the proposed project is a 12-inch water main located in North Bliss Avenue.Required infrastructure improvements and facilities include installation of water mains within the interior of the proposed subdivision,providing an adequate,reliable,and sustainable water supply for the project’s urban domestic and public safety consumptive purposes. Fresno Metropolitan Flood Control District According to the Fresno Metropolitan Flood Control District (“FMFCD”),the subject site is not located within a flood prone or hazard area.Permanent drainage service is available provided the developer can verify to the satisfaction of the City that runoff can be safely conveyed to the Master Plan inlet(s). Drainage from the site shall be directed to North Bliss Avenue. Fire Department The Fire Department offers a full range of services including fire prevention,suppression,emergency medical care,hazardous materials,urban search,and rescue response,as well as emergency preparedness planning and public education coordination within the Fresno City limits,in addition to having mutual aid agreements with the Fresno County Fire Protection District and the City of Clovis Fire Departments. Based on the conditions received from the Fire Department dated June 9,2023,the subject property will be served by Fire Station 10,which is located at 5545 East Aircorp Way (approximately 1.3 miles away). Streets and Access Points The Fresno General Plan designates East Shields Avenue and North Fowler Avenue as arterials,and North Bliss Avenue as a local street.The project will provide one direct access point on North Bliss Avenue via a gated entrance.The developer of this project will be required to dedicate and construct improvements along all major street frontages and on all interior local streets within the subdivision. Direct vehicular access will be relinquished along all major street frontages. The Public Works Department,Traffic Engineering Division has reviewed the proposed project and potential traffic-related impacts for the proposed application and has determined that the streetsCity of Fresno Printed on 10/3/2023Page 4 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: potential traffic-related impacts for the proposed application and has determined that the streets adjacent to and near the subject site will be able to accommodate the quantity and kind of traffic which may be potentially generated subject to the requirements stipulated within the memoranda from the Traffic Engineering Division dated June 19,2023 and June 30,2023.These requirements include:(1)Street Dedications and improvements,(including,but not limited to,construction of concrete curbs,gutters,pavement,underground street lighting systems);and (2)Payment of applicable impact fees (including,but not limited to,the Traffic Signal Mitigation Impact (TSMI)Fee, and the Fresno Major Street Impact (FMSI) Fee. Land Use Plans and Policies The project is consistent with the following Fresno General Plan goals and objectives related to land use and the urban form: ·Provide for a diversity of districts,neighborhoods,housing types (including affordable housing),residential densities,job opportunities,recreation,open space,and educational venues that appeal to a broad range of people throughout the city. ·Develop Complete Neighborhoods and districts with an efficient and diverse mix of residential densities,building types,and affordability which are designed to be healthy,attractive,and centered by schools,parks,and public and commercial services to provide a sense of place and that provide as many services as possible within walking distance. 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. Policy UF-1-a supports development projects that provide Fresno with a diversity of urban and suburban neighborhood opportunities. Policy UF-1-d further emphasizes provisions for a diversity and variation of building types, densities,and scale of development in order to reinforce the identity of individual neighborhoods,foster a variety of market-based options for living and working to suit a large range of income levels, and further affordable housing opportunities throughout the city. Objective LU-5 of the General Plan calls for a diverse housing stock that will support balanced urban growth and make efficient use of resources and public facilities. Policy LU-5-c promotes medium density residential uses to maximize efficient use of residential property through a wide range of densities. Policy LU-5-h supports housing that offers residents a range of amenities,including public and private open space,landscaping,and recreation facilities with direct access to commercial services, public transit, and community gathering spaces. Policy D-4-e promotes innovative lot designs and patterns to enhance community livability in residential neighborhoods through new zoning provisions,with flexible development City of Fresno Printed on 10/3/2023Page 5 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: residential neighborhoods through new zoning provisions,with flexible development standards. The defining characteristic of a Complete Neighborhood is a neighborhood that is mostly self- sufficient,walkable,and interconnected.It provides residents with most all they need on a daily basis nearby.In other words,a Complete Neighborhood anticipates and plans in advance all amenities needed in a neighborhood to ensure quality and lasting property values before the residential units are built instead of trying to piecemeal those amenities after the fact.This convenient and healthy lifestyle is the benefit of a Complete Neighborhood.While total self-sufficiency or even completeness is unlikely to be accomplished in each neighborhood,some of the defining characteristics of a Complete Neighborhood include parks and public schools within or near the neighborhood,public plaza/civic space,access to public transit,neighborhood-serving retail,and a range of employment opportunities. An approximate 9,669 sq.ft.open space area is proposed at the northern area of the proposed subdivision. Immediately north of the subject property is East Shields Avenue which provides a corridor for a variety of industrial and commercial retail uses west of the project site.The intersection of East Shields and North Fowler Avenues immediately northwest of the subject property provides access to Bus Route 45,which travels north along North Clovis Avenue,and west along East Ashlan Avenue ending at its intersection with North Polk Avenue. Also,west along East Shields Avenue approximately 0.20 miles west of the subject property,is Melody Park which provides a variety of recreational activities include a playground,basketball court, tennis court,and baseball field.The nearest schools to the subject property are Roger S.Oraze Elementary (approximately 0.6 miles northeast of the subject property)and Clovis East High School (approximately 2.20 miles northeast of the subject property). 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. Council District Project Review Committee There is no Council District 7 Project Review Committee formed at this time. Notice of City Council Hearing The Planning and Development Department mailed notices of this City Council hearing to all surrounding property owners within 1000 feet of the subject property,pursuant to Section 15-5007 of the FMC (Exhibit G). ANALYSIS OF THE APPEAL LETTER An appeal letter was received in response to the Planning Commission approval of this project. (1)Below is an analysis of the issues raised in the appeal letter dated August 3,2023 (Exhibit M ). Issue #1:Annexation into Community Facilities District (CFD)No.18 is not appropriateCity of Fresno Printed on 10/3/2023Page 6 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: Issue #1:Annexation into Community Facilities District (CFD)No.18 is not appropriate because;(1)the project is projected to generate a positive net income for public safety via property taxes alone;(2)the fire/EMS needs will likely be less in this project,as evidenced by the inclusion of the latest fire suppression systems in homes,as well as the low number of existing calls for service in the project area (per the Fresno Fire Department “All Incidents,1/1/2023-6/8/2023”Heat Map); (3)and,this project is intended as a single-family,for-rent neighborhood. Imposing annexation into CFD No.18 on for-rent housing makes this housing more difficult to finance and build,which will both discourage for-rent projects and make them less affordable for future renters. Response: Under the City of Fresno Special Tax Financing Law,Chapter 8,Division 1, Article 3,of the Fresno Municipal Code (FMC),the City Council,as the legislative body for the Community Facilities Districts (CFD)and any annexations thereto,has the authority to establish a CFD and annex property to a CFD.On October 20,2022,the City Council adopted Council Resolution No.2022-235 with intent to establish CFD No.18.CFD No.18 provides the funding for the operation and reserves for police and fire safety/protection/suppression services. The requirement for properties to annex into CFD No.18 is applicable to projects on properties that have been incorporated into the City of Fresno since January 6,2003 (date of now expired Memorandum of Understanding between the County and City of Fresno).The subject property in question was annexed in 2007, thus it is subject to annexation into CFD No. 18. A fiscal analysis titled “Revised Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development”dated March 2023 has been attached to this report as Exhibit O.Said fiscal analysis,prepared by NBS relative to the creation of CFD No.18,found that an annual fee of $164 is appropriate for single-family residential development (per residence). ENVIRONMENTAL FINDINGS An environmental assessment was prepared for the project in accordance with the requirements of the California Environmental Quality Act (“CEQA”) Guidelines. 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 Fresno General Plan Program Environmental Impact Report SCH No. 2019050005 (“PEIR”).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. A Negative Declaration was previously prepared for this project in accordance with the requirements of the California Environmental Quality Act (CEQA)Guidelines.This process included the distributionCity of Fresno Printed on 10/3/2023Page 7 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: 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. The approved Environmental Assessment No.P21-01202 dated July 21,2021,anticipated single- family residential uses at a density consistent with the Medium Density Residential planned land use designation.Environmental Assessment No.P21-01202 anticipated 72 single-family dwelling units. The addendum dated July 12,2023,proposes 71 single-family dwelling units,which is less intensive than 72 single-family dwelling units and is considered a minor technical change.Per Section 15164 of the CEQA Guidelines,the addendum will not introduce any new significant environmental effects or substantially increase the severity of previously identified environmental effects (Exhibit K). FRESNO MUNICIPAL CODE FINDINGS Based upon analysis of the applications,staff concludes that the required findings contained within Sections 15-5905 (Planned Development)and 15-3309 (Vesting Tentative Tract Map Findings)et seq. of the Fresno Municipal Code. These findings are attached as Exhibit F. GROUNDS FOR DENIAL OF TENTATIVE MAP The Subdivision Map Act (California Government Code §§66410,et seq.)provides that approval of a proposed subdivision map shall be denied if any of the following findings are made. 1.That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451 of the SMA. 2.That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans. 3.That the site is not physically suitable for the type of development. 4.That the site is not physically suitable for the proposed density of development. 5.That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. 6.That the design of the subdivision or type of improvements is likely to cause serious public health problems. 7.That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large,for access through or use of,property within the proposed subdivision.In this connection,the governing body may approve a map if it finds that alternate easements,for access of or use,will be provided,and that these will be substantially equivalent to ones previously acquired by the public.This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. Staff has reviewed the proposed annexation,pre-zone,and vesting tentative tract map and has determined that none of the findings above apply to the project and,therefore,has recommended City of Fresno Printed on 10/3/2023Page 8 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: determined that none of the findings above apply to the project and,therefore,has recommended approval subject to the conditions of approval. 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. CONCLUSION 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 McLane Community Plan;compliance with the provisions of the FMC;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 and exhibits. The proposed project does not meet the findings for denial per the Subdivision Map Act (California Government Code 66400,et seq.)and staff concludes that the required findings contained within Section 15-3309 et seq.of the FMC can be made.Upon consideration of this evaluation,it can be concluded that the proposed projects are appropriate for the project site. Attachments: Exhibit A - Vesting Tentative Tract Map 6366 [03-23-2023] Exhibit A-1 - Planned Development Site Plan [02-27-2023] Exhibit B - Operational Statement [12-07-2022] Exhibit C -Aerial Map Exhibit D - Vicinity Map Exhibit E - Fresno General Plan Land Use & Zoning Map Exhibit F - Fresno Municipal Code Findings Exhibit G - Public Hearing Notice Radius Map (1,000 feet) Exhibit H - Conditions of Approval for Vesting Tentative Tract Map 6366 [08-02-2023] Exhibit I - Conditions of Approval for Planned Development Permit P22-04877 [08-02-2023] Exhibit J - Comments & Requirements from Responsible Agencies Exhibit K - Environmental Assessment T-6366/P22-04877 [07-21-2023] Exhibit L - Planning Commission Resolution 13807 (Vesting Tentative Tract Map 6366) Exhibit M - Planning Commission Resolution 13808 (Planned Dev. Permit App. P22-04877) Exhibit N - Appeal Letter [08-03-2023] Exhibit O -Revised Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential City of Fresno Printed on 10/3/2023Page 9 of 10 powered by Legistar™ File #:ID 23-1357 Agenda Date:9/28/2023 Agenda #: Development [03-2023] City of Fresno Printed on 10/3/2023Page 10 of 10 powered by Legistar™ Exhibit A APPL. NO.____________EXHIBIT_________DATE________ PLANNING REVIEW BY_________________DATE_________ TRAFFIC ENG.________________________DATE_________ APPROVED BY_______________________ DATE_________ CITY OF FRESNO DARM DEPT T-6366 A 3/23/23 Exhibit A-1 APPL. NO.____________EXHIBIT_________DATE________ PLANNING REVIEW BY_________________DATE_________ TRAFFIC ENG.________________________DATE_________ APPROVED BY_______________________ DATE_________ CITY OF FRESNO DARM DEPT P22-04877 A 2/27/2023 Exhibit B Operational Statement Tentative Tract Map December 7, 2022 RE: Tract No. 6366 APN 574-120-30 Tentative Tract No. 6366 is a gated 71 lot single family residential subdivision with private streets. It is located on the West side of North Bliss Avenue between East Shields Avenue and East Princeton Avenue. The net area of the project is 7.94 acres and gross area is 8.46 acres for a density of 8.39 units per acre. The properties is zoned RS-5 with a General Plan land use designation of Medium Density Residential. The property consists of vacant land. The project is being submitted by Gary Giannetta of Giannetta Engineering on behalf of Granville Homes. Granville Homes representative will be Drew Phelps. Exhibit C E Shields Ave AERIAL MAP PLANNING AND DEVELOPMENT DEPARTMENT LEGEND Application Vesting Tentative Tract Map No. 6366 Planned Development Permit Application P23-04877 APN: 574-120-30 West Side of N Bliss Avenue between E Shields Avenue and E Princeton Avenue Zone District RS-5 (Single-Family Residential, Medium Density) Land Use Designation Medium Density Residential T-6366 Approximately 7.94 acres N Bliss Ave N Fowler Ave Exhibit D VICINITY MAP LEGEND T-6366 Approximately 7.94 acres E SHIELDS AVENUE N BLISS AVENUE N FOWLER AVENUE Exhibit E Zoning Map E SHIELDS AVE Zoning RS-3 (Residential Single-Family, Low Density) RS-4 (Residential Single-Family, Medium Low Density) RS-5 (Residential Multi-Family, Medium Density) NMX (Neighborhood Mixed) CC (Commercial – Community) I IL (Light Industrial) T-6366 N BLISS AVE N FOWLER AVE General Plan Land Use Map E SHIELDS AVE E Copper Ave Land Use Designation Low Density Residential Medium Density Residential Commercial – Community T-6366 Medium Low Density Residential Open Space – Park Employment-Office N BLISS AVE N FOWLER AVE Exhibit F FRESNO MUNICIPAL CODE FINDINGS VESTING TENTATIVE TRACT MAP NO. 6366 TENTATIVE TRACT MAP FINDINGS Section 15-3309 of the Fresno Municipal Code provides that the Review Authority (Planning Commission) for a tentative tract map may approve or conditionally approve a tentative tract map if it makes all of the following findings: Findings per Fresno Municipal Code Section 15-3309 A. Consistency. The proposed subdivision, together with the provisions for its design and improvement, is consistent with the General Plan, any applicable operative plan, adopted policies or guidelines, and the Municipal Code; and, Finding A: The project is consistent with the following Fresno General Plan goals and objectives related to land use and the urban form: • Provide for a diversity of districts, neighborhoods, housing types (including affordable housing), residential densities, job opportunities, rec reation, open space, and educational venues that appeal to a broad range of people throughout the city. • Develop Complete Neighborhoods and districts with an efficient and diverse mix of residential densities, building types, and affordability which are designed to be healthy, attractive, and centered by schools, parks, and public and commercial services to provide a sense of place and that provide as many services as possible within walking distance. These goals contribute to the establishment of a comp rehensive 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. Policy UF-1-a supports development projects that provide Fresno with a diversity of urban and suburban neighborhood opportunities. Policy UF-1-d further emphasizes provisions for a diversity and variation of building types, densities, and scale of development in order to reinforce the identity of individual neighborhoods, foster a variety of market -based options for living and working to suit a large range of income levels, and further affordable housing opportunities throughout the city. Objective LU-5 of the General Plan calls for a diverse housing stock that will support balanced urban growth and make efficient use of resources and public facilities. Policy LU-5-c promotes medium density residential uses to maximize efficient use of residential property through a wide range of densities. Policy LU-5-h supports housing that offers residents a range of amenities, including public and private open space, landscaping, and recreation facilities with direct access to commercial services, public transit, and community gathering spaces. Policy D-4-e promotes innovative lot designs and patterns to enhance community livability in residential neighborhoods through new zoning provisions, with flexible development standards. The defining characteristic of a Complete Neighborhood is a neighborhood that is mostly self-sufficient, walkable, and interconnected. It provides residents with most all they need on a daily basis nearby. In other words, a Complete Neighborhood anticipates and plans in advance all amenities needed in a neighborhood to ensure quality and lasting property values before the residential units are built instead of trying to piecemeal those amenities after the fact. This convenient and healthy lifestyle is the benefit of a Complete Neighborhood. While total self-sufficiency or even completeness is unlikely to be accomplished in each neighborhood, some of the defining characteristics of a Complete Neighborhood include parks and public schools within or near the neighborhood, public plaza/civic space, access to public transit, neighborhood-serving retail, and a range of employment opportunities. An approximate 9,669 sq. ft. open space area is proposed at the northern area of the proposed subdivision. Immediately north of the subject property is East Shields Avenue which provides a corridor for a variety of industrial and commercial retail uses west of the project site. The intersection of East Shields and North Fowler Avenues immediately northwest of the subject property provides access to Bus Route 45, which travels north along North Clovis Avenue, and west along East Ashlan Avenue ending at its intersection with North Polk Avenue. Also, west along East Shields Avenue approximately 0.20 miles west of the subject property, is Melody Park which provides a variety of recreational activities include a playground, basketball court, tennis court, and baseball field. The nearest schools to the subject property are Roger S. Oraze Elementary (approximately 0.6 miles northeast of the subject property) and Clovis East High School (approximately 2.20 miles northeast of the subject property). 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. B. Passive and Natural Heating and Cooling. The proposed subdivision provides, to the extent feasible, for future passive or natural heating or cooling opportunities in the subdivision; and, Finding B: As proposed, to the extent feasible, the proposed subdiv ision will provide for future passive or natural heating or cooling opportunities by maximizing northerly-southerly facing lots (84% of the lots facing northerly-southerly). C. Availability of Water. Water will be available and sufficient to serve a proposed subdivision with more than 500 dwelling units in accordance with the Subdivision Map Act (Section 66473.7); and, Finding C: The project consists of a 71-lot residential subdivision/development. Therefore, a water supply assessment is not required. The Department of Public Utilities, Water Division has reviewed the proposed project and has determined that compliance with the City’s requirements and/or restrictions for water service will provide an adequate, reliable, and sustainable water supply for the project’s urban domestic and public safety consumptive purposes. D. Infrastructure Capacity. There exists sufficient infrastructure capacity for water, runoff, storm water, wastewater, and solid waste systems to serve the proposed subdivision; and, Finding D: The project was reviewed by appropriate partner agencies and it was determined that there is sufficient infrastructure capacity for water, runoff, storm water, wastewater, and solid waste systems to serve the proposed subdivision, subject to compliance with conditions of approval dated August 2, 2023. E. Compliance with Floodplain Regulations. The proposed subdivision is compliant with the City of Fresno Floodplain Management Ordinance and the State of California Code of Regulations Title 23, as well as any other applicable State or federal laws. Finding E: The proposed project site is not located within a designated floodplain or floodway. PLANNED DEVELOPMENT FINDINGS A Planned Development shall only be approved if all of the following findings are made: Findings per Fresno Municipal Code Section 15-5905 A. The proposed development is consistent with the General Plan, any applicable operative plan, and adopted policies, including the density and intensity limitations that apply; and, Finding A: The project is consistent with the following Fresno General Plan goals and objectives related to land use and the urban form: • Provide for a diversity of districts, neighborhoods, housing types (including affordable housing), residential densities, job opportunities, recreation, open space, and educational venues that appeal to a broad range of people throughout the city. • Develop Complete Neighborhoods and districts with an efficient and diverse mix of residential densities, building types, and affordability which are designed to be healthy, attractive, and centered by schools, parks, and public and commercial services to provide a sense of place and that provide as many services as possible within walking distance. 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. Policy UF-1-a supports development projects that provide Fresno with a diversity of urban and suburban neighborhood opportunities. Policy UF-1-d further emphasizes provisions for a diversity and variation of building types, densities, and scale of development in order to reinforce the identity of individual neighborhoods, foster a variety of market -based options for living and working to suit a large range of income levels, and further affordable housing opportunities throughout the city. Objective LU-5 of the General Plan calls for a diverse housing stock that will support balanced urban growth and make efficient use of resources and public facilities. Policy LU-5-c promotes medium density residential uses to maximize efficient use of residential property through a wide range of densities. Policy LU-5-h supports housing that offers residents a range of amenities, includ ing public and private open space, landscaping, and recreation facilities with direct access to commercial services, public transit, and community gathering spaces. Policy D-4-e promotes innovative lot designs and patterns to enhance community livability in residential neighborhoods through new zoning provisions, with flexible development standards. The defining characteristic of a Complete Neighborhood is a neighborhood that is mostly self-sufficient, walkable, and interconnected. It provides residents w ith most all they need on a daily basis nearby. In other words, a Complete Neighborhood anticipates and plans in advance all amenities needed in a neighborhood to ensure quality and lasting property values before the residential units are built instead of trying to piecemeal those amenities after the fact. This convenient and healthy lifestyle is the benefit of a Complete Neighborhood. While total self-sufficiency or even completeness is unlikely to be accomplished in each neighborhood, some of the defining characteristics of a Complete Neighborhood include parks and public schools within or near the neighborhood, public plaza/civic space, access to public transit, neighborhood-serving retail, and a range of employment opportunities. An approximate 9,669 sq. ft. open space area is proposed at the northern area of the proposed subdivision. Immediately north of the subject property is East Shields Avenue which provides a corridor for a variety of industrial and commercial retail uses west of the project site. The intersection of East Shields and North Fowler Avenues immediately northwest of the subject property provides access to Bus Route 45, which travels north along North Clovis Avenue, and west along East Ashlan Avenue ending at its intersection with North Polk Avenue. Also, west along East Shields Avenue approximately 0.20 miles west of the subject property, is Melody Park which provides a variety of recreational activities include a playground, basketball court, tennis court, and baseball field. The nearest schools to the subject property are Roger S. Oraze Elementary (approximately 0.6 miles northeast of the subject property) and Clovis East High School (approximately 2.20 miles northeast of the subject property). 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. B. The subject site is physically suitable for the type and intensity of the land use being proposed; and, Finding B: The Fresno General Plan classifies the subject property as Medium Density Residential (5-12 dwelling units per acre) and the project is proposing a density of 8.94 du/ac, which is consistent with the planned land use and zoning of the property. The proposed use is also consistent with the surrounding uses, which is vastly comprised of single-family residential planned land uses. C. Adequate transportation facilities, utilities, and public services exist or will be provided, in accord with the conditions of PD approval, to serve the proposed development; and the approval of the proposed development will not result in a reduction of public services so as to be a detriment to public health, safety, or welfare; and, Finding C: The project fronts onto North Bliss Avenue, which is a local street. There are currently FAX bus facilities serving the site along East Shields and North Fowler Avenues. The project was routed to both the Fire Department and the Department of Public Utilities and has been appropriately conditioned to provide services to the project, as well as ensure there will be no negative impacts or a reduction of public services which would result in a detriment to public health, safety or welfare. D. The proposed development will not have a substantial adverse effect on surrounding land uses and will be compatible with the existing and planned land use character of the surrounding area; and, Finding D: Planning and Development Department staff have determined that the proposed use will not have a substantial adverse effect on surrounding land residential uses if developed in accordance with the various conditions and requirements established through the related vesting tentative tract map application review and planned development application review process. The proposed project is gated and a 6-foot masonry block wall will be constructed around the boundary of the proposed subdivision to provide separation from the existing surrounding commercial development. E. The proposed development is demonstratively superior to the development that could occur under the standards applicable to the underlying base district, and will achieve superior community design, environmental preservation, and/or substantial public benefit. In making this determination, the following factors should be considered: 1. Appropriateness of the use(s) at the proposed location. 2. The mix of uses, housing types, and housing price levels. 3. Provision of infrastructure improvements. 4. Provision of open space. For example, a greater amount of open space than would otherwise be provided under the strict application of this code. 5. Connectivity to public trails, schools, etc. 6. Compatibility of uses within the development area. 7. Creativity in design and use of land. 8. Quality of design, and adequacy of light and air to the interior spaces of the buildings. 9. Overall contribution to the enhancement of neighborhood character and to the built and natural environment of Fresno in the long term. Finding E: The subject property is planned and zoned for single -family residential uses. The planned development gives the prospective homebuyers the option of purchasing a smaller lot mainstream type of home with less annual expense on yard maintenance and water consumption. Private gated entrances provide for additional security for the homebuyer and create a more varied mix of residential uses for the immediate area. All required infrastructure improvements will be constructed by the project applicant. Overall, the project positively contributes to the enhancement of the neighborhood character and to the built and natural environment providing for additional private single-family residential development options for the neighborhood. The planned development helps provide for a larger mix of housing and home types to ensure a more affordable community that appeals to a wider variety of homebuyer needs. In the long term, the proposed development will be compatible with the surrounding existing and planned land uses in the area. Based upon the plans and information submitted by the applicant and the recommended conditions of project approval, staff has determined that all of the findings above can be made. Exhibit G FRESNO CITY PLANNING COMMISSION Date/Time: Wednesday, August 2, 2023 at 6:00 p.m. or thereafter Place: City Hall Council Chamber, 2nd Floor, 2600 Fresno Street, Fresno, CA 93721; or, watch the live broadcast via the Zoom link located on the Planning Commission agenda found here: https://fresno.legistar.com/Calendar.aspx CITY OF FRESNO PLANNING AND DEVELOPMENT DEPARTMENT VESTING TENTATIVE TRACT MAP NO. 6366, PLANNED DEVELOPMENT PERMIT APPLICATION NO. P22-04877,AND RELATED ENVIRONMENTAL ASSESSMENT NOTICE IS HEREBY GIVEN that the Fresno City Planning Commission, in accordance with Sections 65090 and 65091 (Planning and Zoning Law) of the Government Code and in accordance with the procedures of Article 50, Chapter 15, of the Fresno Municipal Code (FMC), will conduct a public hearing to consider the items below, filed by Gary Giannetta on behalf of Granville Homes, pertaining t o an approximately 7.94 acre parcel of property located at 2920 North Fowler Avenue, on the west side of Bliss Avenue between East Shields and East Princeton Avenues: 1. Environmental Assessment No. T-6366/P22-04877: An addendum to Environmental Assessment No. P21-01202, in accordance with Section 15164 of the California Environmental Quality Act Guidelines. 2. Vesting Tentative Tract Map 6366 /UGM: A request for authorization to subdivide approximately 7.94 acres of property for purposes of creating a 71-lot single family residential development, subject to compliance with the Conditions of Approval dated August 2, 2023. 3. Planned Development Permit Application No. P22 -04877: A request for authorization to modify the RS-5 zone district development standards to allow for a reduction in the garage setback, rear yard setback, garage to façade setback, minimum lot size, minimum lot depth, an increase in maximum lot coverage, and gated private streets. Any interested person may also participate electronically during the public hearing to speak in favor or against the project proposal, by either Zoom meeting or telephone with instructions provided on the Planning Commission Agenda, and present written tes timony at least 24 hours in advance, via an eComment or by email to PublicCommentsPlanning@fresno.gov (cc John.George@fresno.gov). All documents submitted to the Planning Commission for its consideration prior to or at the hearing shall be submitted to the Planning Commission at least 24 hours prior to the Commission agenda item being heard, pursuant to the Planning Commission rules and procedures, or they may be excluded from the administrative record of proceedings. If you challenge the above applications in court, you may be limited to raising only those issues, you, or someone else, raised at the public hearing described in this notice, or in written correspondence delivered to the Development Services Division of the Planning and Development Department and/or Planning Commission at, or prior to, the public hearing. The Planning Co mmission action on the proposed Development Permit and Environmental Assessment will be final unless appealed to the City Council. NOTE: This public hearing notice is being sent to surrounding property owners within 1,000 feet of the project site pursuant to the requirements of FMC Section 15-5007. All documents related to this project are available for public review at the Planning a nd Development Department at the address listed below or electronic copies may be requested by contacting the Planner at the number listed below. Documents are available for viewing at City Hall during normal business hours (Monday-Friday, 8 a.m.-5 p.m.) by appointment only. Please contact the Planner listed below via e-mail or by phone to request electronic copies or schedule an appointment to view documents. For additional information, contact John George, Planning and Development Department, by telephone at (559) 621-8073, or via e-mail at John.George@fresno.gov. Si necesita información en Español, comuníquese con Jose Valenzuela al teléfono (559) 621 -8070. PLANNING AND DEVELOPMENT DEPARTMENT Jennifer K. Clark, AICP, HDFP, Director Dated: July 21, 2023 Assessor’s Parcel No(s). 574-120-30 SEE MAP ON REVERSE SIDE Planning and Development Department 2600 Fresno Street, Room 3043 · Fresno, CA 93721 · Phone (559) 621-8277 John George PLANNING AND DEVELOPMENT DEPARTMENT 2600 FRESNO STREET, ROOM 3043 FRESNO, CA 93721 THIS IS A LEGAL NOTICE REGARDING 2920 N Fowler Avenue T-6366 (P22-03194) and P22-04877 V ICINITY M AP Project Area T-6366 Approximately 7.94 acres Exhibit H All vesting tentative maps are subject to the applicable provisions of the State Subdivision Map Act, Fresno Municipal Code, City policies, and City of Fresno Standard Specifications. The following specific conditions are applicable to this vesting tentative tract map. NOTICE TO PROJECT APPLICANT In accordance with the provisions of Government Code §66020(d)(1), the imposition of fees, dedications, reservations or exactions for this project are subject to protest by the project applicant at the time of approval or conditional approval of the development or within 90 days after the date of the imposition of the fees, dedications, reservations or exactions imposed on the development project. GENERAL CONDITIONS 1. Upon conditional approval of Vesting Tentative Tract Map No. 6366, a 71-lot single- family residential subdivision dated March 23, 2023, the subdivider may prepare a Final Map in accordance with the approved vesting tentative map and Planned Development Permit Application No. P22-04877 which establishes a planned development for the subject property. 2. The subdivider shall comply with Regulation VIII and Rule 8060 of the San Joaquin Valley Air Quality Pollution Control District for the control of particulate matter and fugitive dust during construction of this project. 3. Submit grading plans and a soils report to the City of Fresno Planning and Development Department, Development Services Division for verification prior to Final Map approval. Grading plans shall indicate the location of any required walls and indicate the proposed width of required landscape easements or strips. Approval of the grading plan is required prior to Final Map approval. 4. At the time of Final Map submittal, the subdivider shall submit engineered construction plans to the City of Fresno Public Works, Public Utilities, and Planning and Development Departments for grading, public sanitary sewer system, public water system, street lighting system, public streets, and storm drainage, including CITY OF FRESNO PLANNING AND DEVELOPMENT DEPARTMENT CONDITIONS OF APPROVAL AUGUST 2, 2023 VESTING TENTATIVE TRACT MAP NO. 6366 “A PLANNED DEVELOPMENT” Located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 2 other technical reports and engineered plans as necessary to construct the required public improvements and work and applicable processing fees. 5. All plans for on-site and off-site improvements included in the Conditions of Approval shall be submitted prior to the final map being processed for recordation. 6. Public utilities easements, as necessary, shall be shown on the Final Map and dedicated to the City of Fresno. Public utility easements beyond the limits of the Final Map, but required as a condition of development, shall be acquired at the subdivider’s cost and shall be dedicated by separate instrument at the time of Final Map approval. The relocation of existing utilities necessitated by the required public improvements shall be paid for by the subdivider. The subdivider is responsible to contact the appropriate utility company for information. 7. Comply with the conditions, policies and standards set forth in the City of Fresno, Municipal Code, Article 10, Chapter 12, “Subdivision of Real Property;” Resolution No. 68-187, “City Policy with Respect to Subdivisions;” and City of Fresno Standard Specifications, 2002 Edition, and any amendments thereto. 8. The developer/owner shall pay applicable fees for, but not limited to, plan checks for street improvements and other grading and construction; street trees, street signs, water and sewer service, and inspections in accordance with the City of Fresno Master Fee Schedule (City Resolution No. 79-606 and No. 80-420) and any amendments, modifications, or additions thereto; and in accordance with the requirements of State law as related to vesting tentative maps. 9. The subdivider shall furnish to the City acceptable security to guarantee the construction of the off-site street improvements in accordance with all applicable provisions of the Fresno Municipal Code (FMC) and the State Subdivision Map Act. The subdivider shall complete all the public improvements prior to the approval of the Final Map by the City. If, at the time of Final Map approval, any public improvements have not been completed and accepted in accordance with the standards of the City, the subdivider may elect to enter into an agreement with the City to thereafter guarantee the completion of the improvements. 10. As a condition of Final Map approval, the subdivider shall furnish to the City a subdivision guarantee listing all parties having any right, title or interest and the nature of their interest per State law. 11. Vesting Tentative Tract Map No. 6366 is subject to approval of related Planned Development Permit Application No. P22-04877. 12. Planned Development Permit Application No. P22-04877, filed to establish a 71- lot planned development shall be approved prior to final map approval. Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 3 MITIGATION MEASURES 13. Vesting Tentative Tract Map No. 6366 dated March 23, 2023 is subject to compliance with the mitigation measures established by the adoption of the Negative Declaration prepared for Environmental Assessment No. P21-01202 dated July 23, 2021. GENERAL INFORMATION 14. When the grading plan establishes a top of slope beyond the required landscape easement noted and the construction of the required wall is to be established coincident with the top of slope, then the required minimum easement wi dth shall be expanded to include the full landscaped area up to the wall location . 15. The long-term maintenance of all the items listed below is the ultimate responsibility of the owner/developer. a) The property owner shall be responsible for providing for the maintenance of all landscaping and hardscaping located within proposed Outlots associated with the proposed project. b) The property owner shall be responsible for providing for the maintenance of all landscaping and hardscaping located in any entry median island or traffic medians located within the project. c) The property owner shall be responsible for providing for the maintenance of the curbs and gutters, valley gutter, sidewalks, street lights and street signage within any local public street rights-of-way associated with the project. d) The property owner shall be responsible for providing for the maintenance of all street trees within any local public street rights -of-way associated with the project. 16. Maintenance of the required landscape easements, streets, curbs and gutters, sidewalks, medians, and street furniture may be the responsibility of the City’s Community Facilities District. Contact the Public Works Department, Engineering Services Division, at 559-621-8695 for information regarding the City’s Community Facilities District. The property owners may petition the City for annexation to the City’s Community Facilities District prior to Final Map approval. 17. If the developer/subdivider elects to petition for annexation into the City’s Community Facilities District, the subdivider/owner shall be required to provide the City of Fresno, Department of Public Works, with copies of signed acknowledgments from each purchaser of a lot within the subdivision, attesting to the purchasers understanding that the lot will have an annual maintenance Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 4 assessment and that he/she is aware of the estimated amount of the assessment. The subdivider/owner shall execute and record a covenant on each lot providing notice that the subject property is subject to annual payment of the Community Facilities District assessment. 18. Should the City Council not approve the annexation of any or all of the maintenance items listed above, then the property owner/subdivider shall create a homeowners association for the maintenance of these items and proposed private streets, utilities, and walls/gates. The proposed Declaration of Covenants, Conditions, and Restrictions (CC&Rs) and the proposed instruments for the homeowners association shall be submitted to the Planning and Development Department for review two weeks prior to Final Map approval. Said documents shall be recorded with the Final Map or alternatively submit recorded documents or documents for recording prior to final acceptance of subdivision improvements. Said documents shall include assignment of responsibility to the homeowners association for landscaping and other provisions as stated in the Planning and Development Department Guidelines for preparation of CC&Rs dated January 11, 1985. 19. The proposed landscape and pedestrian easements along the major and local street frontages and entryways of the subdivision shall be identified as Outlots to be dedicated to the City of Fresno, in fee, for public landscape, pedestrian and utility purposes on the Final Map. The City Engineer may discretionarily require modification to other public easements proposed when/where such easements are preferred to be identified as Outlots to be dedicated to the City, in fee. Walls/Fences/Landscaping 20. Provide and dedicate minimum 10-foot outlots for public private landscape purposes (and irrigation system) along the rear (eastern) property lines of all lots with frontage along North Bliss Avenue (lots 1 through 13). The 10 -foot wide outlots shall be located adjacent to the “sidewalk pattern” within the adjacent public street rights-of-way and shall incorporate street trees to shade the adjacent sidewalks in accordance with Public Works standards, specifications, and policies. 21. The proposed 10-foot wide landscape easements along North Bliss Avenue shall be identified as Outlots to be dedicated to the City of Fresno, in fee, for public private landscape (and irrigation system) and utility purposes on the Final Map. The City Engineer may discretionarily require modification to other public easements proposed when/where such easements are preferred to be identified as Outlots to be dedicated to the City, in fee. 22. Provide and dedicate an outlot (“Outlot A”) for private street and utility purposes as depicted on Vesting Tentative Tract Map No. 6366 dated March 23, 2023. Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 5 Provide and dedicate an outlot (“Outlot B”) for private common open space as depicted on Vesting Tentative Tract Map No. 6366 dated March 23, 2023. 23. Construct a minimum 6-foot decorative solid masonry wall (at finished grade of proposed site) pursuant to the solid wall requirements of Section 15 -2006 of the FMC. The decorative wall shall be located along the entirety of the subdivision boundary, including along North Bliss Avenue, excepting openings for private entry and emergency vehicle access gates. Said wall shall be depicted on the related site plan exhibit(s). 24. Landscaping, which is compliant with the City of Fresno “Anti-Graffiti Landscaped Buffer Development and Planting Standards,” shall be required adja cent to all required walls or fences that are accessible to the public and shall be maintained in accordance with the Maintenance Obligations stipulated herein below; or, in a manner which provides appropriate security and is deemed acceptable to both the City of Fresno Planning and Development and Public Works Departments. 25. Provide a corner cut-off area at all street intersections in accordance with the requirements of the Fresno Municipal Code. Corner cut-offs are established to provide an unobstructed view for vehicular and pedestrian traffic approaching an intersection. They are a triangular area formed by the property lines and a diagonal line adjoining points on the property lines, measured a specific distance from the point of their intersection. 26. All proposed/required landscape easements, open space areas, pedestrian connection entryways, pathways and/or private on -site landscaping for street tree purposes shall be improved in accordance with landscape improvement plans, which are to be submitted to the Planning and Development and Public Works Departments for review and approval prior to Final Map approval. • NOTE: Lighting and fence/wall details for any proposed/required open space areas or pedestrian connections shall be provided with the submittal of landscape improvement plans. a) Any proposed improvements within Pacific Gas & Electric (PG&E) or Fresno Irrigation District (FID) easement areas will require approval by the respective service provider/district agency prior to approval or acceptance by the City of Fresno. i) Easement Encroachment Applications and/or Agreements will be required as dictated by the respective service provider/district agency and will be required to be executed prior to issuance of permits for improvements. PROPERTY DEVELOPMENT STANDARDS Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 6 27. Development of the subject property shall comply with all development standards of the RS-5 zone district and FMC Section 15-903, 15-904, and 15-905; and, all applicable requirements of the Fresno Municipal Code, unless otherwise specified in Exhibit A-1 dated February 27, 2023. a) Development of the subject property shall comply with the approved Exhibit A - 1 dated February 27, 2023. b) Garage setbacks for lots 43, 44, 53 and 54 shall be a minimum of six feet from back of sidewalk or curb. c) There shall be no garage to façade setback requirement. d) Rear yard setbacks shall be a minimum of 5 feet. e) Maximum lot coverage shall not exceed 61 percent. Additionally, lot coverage shall comply with the requirements of the Fresno Metropolitan Flood Control District. Street Names 28. The subdivider shall comply with all provisions and requirements contained within Article 62, Chapter 15 of the Fresno Municipal Code related to Street Names and Addressing. The following street names shown on “Exhibit A” of Vesting Tentative Tract Map No. 6366 dated March 23, 2023 will be required to be modified and correct street names verified, respectively prior to recordation of a Final Map(s): To be revised/modified: North A, B, and C Drives, and East D and E Drives to be provided by the Applicant and approved by the Planning and Development Department. Existing street names/alignments will be used in the naming of streets as required by the Development Code. • NOTE: For purposes of these conditions of approval or mitigation measures for the proposed project, any reference to the former street name shall be applicable to the latter street name to which the street name shall be changed. INFORMATION 29. Prior to the issuance of building permits for the subdivision, school construction fees shall be paid to the Clovis Unified School District in accordance with the school district’s adopted schedule of fees. Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 7 30. Contact the United States Postal Service for the location and type of mailboxes to be installed in this subdivision. a) It is recommended that at least 6 months prior to the first occupancy, the Developer shall contact the local United States Postal Service representative to complete a Mode of Delivery Agreement for New Construction. The Mod e of Delivery Agreement must have a District approval signature to be valid. In addition to completing the Agreement, the Developer shall provide a final map (with address details) to the local USPS representative. The Developer shall, at their own expense, procure, construct and install all mail receptacle facilities for each location as specified and approved by the USPS. 31. Pursuant to Section 66456.1 of the Subdivision Map Act, which states “The right of the subdivider to file multiple Final Maps shall not limit the authority of the local agency to impose reasonable conditions relating to the filing of multiple Final Maps,” multiple final maps filed by the subdivider on this tract shall fully and independently conform to all provisions of Fresno Municipa l Code Chapter 12, Article 10, Subdivision of Real Property. 32. The developer/owner shall obtain any and all permits required for the removal or demolition of any existing building or structure located within the subdivision boundaries. The developer/owner shall also obtain any and all permits required for the proper abandonment/closure of any existing water well, septic tank/leach field or cesspool, and irrigation pipeline on the subject property. All such permits shall be obtained prior to commencement of tract grading work, in accordance with Chapter 13 of the Fresno Municipal Code. 33. If archaeological and/or animal fossil material is encountered during project surveying, grading, excavating, or construction, work shall stop immediately. 34. If there are suspected human remains, the Fresno County Coroner shall be immediately contacted (business hours: (559) 268-0109; after hours the contact phone number is (559) 488-3111 for the Fresno County Sheriff’s Department). If remains or other archaeological material is possibly Native American in origin, the Native American Heritage Commission (phone number (916) 653-4082) shall be immediately contacted, and the California Archaeological Inventory/Southern San Joaquin Valley Information Center (phone number (805) 644 -2289) shall be contacted to obtain a referral list of recognized archaeologists. 35. If animal fossils are uncovered, the Museum of Paleontology at the University of California, Berkeley shall be contacted to obtain a referral list of recognized paleontologists. An assessment shall be conducted by a paleontologist; if the paleontologist determines the material to be significant, a recommendation shall be made to the City as to any further site investigation or preservation measures. Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 8 36. Apportionment of Special Assessment: If, as part of this subdivision, a division will be made of any lot or parcel of land upon which there is an unpaid special assessment levied under any State or local law, including a division into condominium interest as defined in Section 783 of the Civil Code, the developer/owner shall file a written application with the City of Fresno Director of Public Works, requesting apportionment of the unpaid portion of the assessment or pay off such assessment in full. If the subdivider elects to apportion the assessment, the application shall contain the following information: a) A full description of each assessed lot, parcel or interest to be divided and of how such lot, parcel or interest will be divided; b) A request that the Engineer apportion the amount remaining unpaid on the assessment in accordance with applicable law; and c) Written consent of the owner(s) of each such lot, parcel, or interest to the requested apportionment. d) The application shall be filed prior to the approval of th e Final Map(s) by the City and shall be accompanied by a fee in an amount specified in the Master Fee Resolution for each separate lot, parcel, or interest into which the original assessed lot, parcel or interest is to be divided. The fee shall be in an amount sufficient to pay all costs of the City and the Engineer of Work responsible for determining the initial assessment in making the requested apportionment. 37. The subdivider shall comply with Regulation VIII of the San Joaquin Valley Air Pollution Control District for the control of particulate matter and fugitive dust during construction of this project. 38. Solid waste disposal for the subdivision shall be provided by the City of Fresno. The method of collection to be utilized in this trac t shall be subject to approval of the Solid Waste Manager (see below-noted conditions). RIGHT-OF-WAY ACQUISITION 39. The developer will be responsible for the acquisition of any necessary right -of-way to construct any of the required improvements. 40. Rights-of-way acquisition shall include any rights-of-way necessary for proper drainage, signing, pole relocation, and shoulder grading. In general, this will require right-of-way to be provided approximately 10 feet outside the travel lane . The exact requirement must be determined at the project design stage based on the existing conditions and detailed design information. Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 9 41. In the event an acquisition of any easement or right -of-way is necessitated by the subject development, said acquisition will be accomplished prior to Final Map approval. The developer/owner should contact the Real Estate Section of the Public Works Department to receive procedural guidance in such acquisitions. 42. Should such acquisition not be accomplished by the subdiv ider prior to Final Map approval, the subdivider must request and grant to the City the full authority to attempt acquisition either through negotiation or through its power of eminent domain. The subdivider shall furnish to the City Public Works Departme nt, Engineering Division/Real Estate Section, an appraisal report or a request for an estimated appraisal amount (to be determined by the City of Fresno Real Estate Section) prior to preparation of a Subdivision Agreement. 43. The subdivider/owner shall submit adequate security in the form of a cash deposit to guarantee payment of all costs associated with the acquisition, including staff time, attorney's fees, appraisal fees, court costs, and all related expenditures and costs necessary to effect the acquisition of such easements or rights-of-way. STREETS AND RIGHTS-OF-WAY 44. The subdivider shall furnish to the City acceptable security to guarantee the construction of the off-site street improvements in accordance with all applicable provisions of the FMC and the State Subdivision Map Act. 45. The subdivider/owner shall make provisions for disabled persons in accordance with the Department of Public Works standards and as required by State law. Handicap access ramps are required to be constructed in sidewalks at a ll corners within the limits of the tract. Where street furniture is located within the sidewalk area (fire hydrants, streetlights, etc.), a minimum of 48 inches of unobstructed path shall be maintained to satisfy the American Disabilities Act requirement s. If necessary, dedicate a pedestrian easement to accommodate for the four foot minimum unobstructed path requirement. 46. All of the required street improvements shall be constructed and/or installed in accordance with the City of Fresno Standard Specifications (2002 Edition). The following shall be submitted as a single package to the Public Works Department for review and approval: a. Signing and striping plans (per current California Department of Transportation standards); b. Street Construction Plans; Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 10 c. Landscape and irrigation plans (median island and street trees within all parkways); and 47. The subdivider shall underground all existing off-site overhead utilities and proposed utility systems in accordance with FMC Sections 12-1011 and Resolution No. 78-522, 88-229. 48. The subdivider shall construct an underground street lighting system per Public Works Standards within the limits of the tract. Spacing and design shall conform to Public Works Standards. Height, type, spacing, etc., of standards and luminaries shall be in accordance with Resolution No. 68-187, 78-522, 81-219, and 88-229 or any modification thereto approved by the City Traffic Engineer prior to Final Map approval. Upon completion of the work by the subdivider and acceptance of the work by the City, the street lighting system shall be dedicated to the City. Submit engineered construction plans to the Public Works Department for approval. 49. All dead-end streets created by this subdivision shall be properly barricaded in accordance with City standards within seven days from the time the streets are surfaced or as directed by the City Engineer. 50. The developer shall comply with Rule 8060 of the San Joaquin Valley Air Pollution Control District for the control of fugitive dust requirements from paved and unpaved roads. 51. Comply with all of the requirements included within the attached Public Works Department memorandums dated June 19, 2023 and June 30, 2023 and redlined site plan dated June 30, 2023. DEPARTMENT OF PUBLIC WORKS, ENGINEERING (STREET TREES) 52. Comply with all of the requirements included within the attached Public Works Department memorandum dated June 19, 2023. DEPARTMENT OF PUBLIC WORKS, COMMUNITY FACILITIES DISTRICT (“CFD”) 53. Comply with all of the requirements included within the attached Public Works Department memorandum dated June 19, 2023. DEPARTMENT OF PUBLIC UTILITIES 54. Comply with all of the requirements included within the attached Public Utilities Department memorandum dated June 2, 2023, relative to water, sewer and solid waste. Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 11 FIRE SERVICE 55. Comply with all of the requirements included within the attached Fire Department memorandum dated June 9, 2023. FRESNO METROPOLITAN FLOOD CONTROL DISTRICT (“FMFCD”) 56. Comply with all of the requirements included within the attached FMFCD memorandum dated May 31, 2023. COUNTY OF FRESNO – DEPARTMENT OF PUBLIC HEALTH 57. Comply with all of the requirements included within the attached County of Fresno memorandum dated May 30, 2023. PACIFIC, GAS & ELECTRIC (“PG&E”) 58. Comply with all of the requirements included within the attached PG&E memorandum dated June 2, 2023. CLOVIS UNIFIED SCHOOL DISTRICT (“CUSD”) 59. Contact Denver Stairs (denverstairs@cusd.com) or Andrew Nabors (andrewnabors@cusd.com) with the Clovis Unified School District for all school district requirements for this project. BUILDING AND SAFETY SERVICES 60. Comply with all of the requirements included within the attached Building and Safety memorandum dated May 26, 2023. DEVELOPMENT FEES AND CHARGES Pursuant to Government Code 66020(d)(1) each local agency shall provide to the project applicant a notice in writing at the time of the approval of a project or at the time of the imposition of the fees, dedications, reservations, or other exactions a statement, and notification that the 90-day approval period in which the applicant may protest has begun (please see Notice of Project Applicant contained herein above for further information). The following fees are based on preliminary conceptual information. The exact fee obligation will be computed prior to Final Map approval by the Department of Public Works, Land Division and Engineering Division. The fee rates in effect at the time of Final Map approval, determined by the Master Fee Schedule, shall apply (Reso. No. 2016 - 258). Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 12 This project is subject to the following development fees and charges. a. Applicable FMFCD fees as determined by the FMFCD (reference FMFCD requirements included herein above and notes below for further information) SEWER CONNECTION CHARGES FEE RATE b. Lateral Sewer Charge [1] $0.10/sq. ft. (to 100' depth) c. Oversize Charge [1] $0.05/sq. ft. (to 100' depth) d. Trunk Sewer Charge [2] $344/living unit Service Area: Fowler e. Wastewater Facilities Charge [3] $2,119/living unit f. Fowler Trunk Sewer Interim Fee Surety [1] $843/living unit g. House Branch Sewer Charge [2] N/A WATER CONNECTION CHARGES FEE RATE h. Service Connection Charge Fee based on service(s) and meter(s) sizes specified by owner; fee for service(s) and Meter(s) established by the Master Fee Schedule. i. Frontage Charge [1] $6.50/lineal foot j. Water Capacity Fee* [1] Single Family Residential $5,684/ 1” Meter/living unit Irrigation $5,684/ 1” Meter $7,106/ 1½” Meter $14,206/ 2” Meter * Fee based on meter(s) sizes specified by owner; fee for Water Capacity established by the Master Fee Schedule. CITYWIDE DEVELOPMENT IMPACT FEES FEE RATE k. Fire Facilities Impact Fee – Citywide [4] $2,285/living unit Conditions of Approval Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 13 l. Park Facility Impact Fee – Citywide [4] $3,566/living unit m. Quimby Parkland Dedication Fee [2] $1,542/living unit n. Police Facilities Impact Fee – Citywide [4] $948/living unit o. Citywide Regional Street Fee [3] $8,783/adj. acre p. New Growth Area Major Street Fee [3] $27,490/adj. acre q. Traffic Signal Charge [1] $762/living unit The Board of Directors of the Fresno County Regional Transportation Mitigation Fee Agency approved Resolution No. 2009 – 01 requiring the payment of Regional Transportation Mitigation Fee. The effective date of this resolution is January 1, 2010. Contact the Council of Fresno County Governments (FCOG) to determine this fee obligation. Confirmation by the FCOG is required before the City o f Fresno can issue building permits. On December 8, 2016, Fresno City Council adopted Resolution No. 2016 -258, effective July 1, 2018, administratively updating the impact fees adjusted by this resolution annually to the percentage change in the 20-City Construction Cost Index as reported in the Engineering News Record (ENR) for the 12 -month period ending of May of the year of adjustment [1] Deferrable through Fee Deferral Covenant. [2] Due at Final Map. [3] Due at Building Permit. [4] Due at Certificate of Occupancy. Exhibit I PART A - PROJECT INFORMATION 1. Job Address: Vesting Tentative Tract Map No. 6366 2. Street Location: Located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues 3. Planned Land Use: Medium Density Residential 4. Plan Areas: Fresno General Plan 5. Project Description: Planned Development Permit P22-04877 proposes a development with public streets and modified property development standards including a reduction in the garage setback, rear yard setback, garage to façade setback, minimum lot size, minimum lot depth, an increase in maximum lot coverage, and gated private streets for Vesting Tentative Tract Map No. 6366 NOTICE TO PROJECT APPLICANT In accordance with the provisions of Government Code §66020(d)(1), the imposition of fees, dedications, reservations or exactions for this project are subject to protest by the project applicant at the time of approval or conditional approval of the development or within 90 days after the date of the imposition of the fees, dedications, reservations or exactions imposed on the development project. This notice does not apply to those fees, dedications, reservations, or exactions which were previously imposed and duly noticed; or, where no notice was previously required under the provisions of Government Code Section 66020(d)(1) in effect before January 1, 1997. PART B - GENERAL CONDITIONS AND REQUIREMENTS The City of Fresno Planning Commission, on August 2, 2023, approved the special permit CITY OF FRESNO PLANNING AND DEVELOPMENT DEPARTMENT CONDITIONS OF APPROVAL AUGUST 2, 2023 PLANNED DEVELOPMENT PERMIT APPLICATION NO. P22-04877 “A PLANNED DEVELOPMENT” Conditions of Approval Planned Development Permit Application No. P22-04877 August 2, 2023 Page 2 of 6 application subject to the enclosed list of conditions and Exhibit A-1 dated February 27, 2023 for Planned Development Permit Application No. P22-04877. IMPORTANT: PLEASE READ CAREFULLY Please note that this project may be subject to a variety of discretionary conditions of approval. These include conditions based on adopted City plans and policies, those determined through site plan review and environmental assessment essential to mitig ate adverse effects on the environment including the health, safety, and welfare of the community, and recommended conditions for development that are not essential to health, safety, and welfare, but would on the whole enhance the project and its relation ship to the neighborhood and environment. Discretionary conditions of approval may be appealed. All code requirements, however, are mandatory and may only be modified by variance, provided the findings pursuant to the Fresno Municipal Code can be made. Approval of this special permit shall be considered null and void in the event of failure by the applicant and/or the authorized representative, architect, engineer, or designer to disclose and delineate all facts and information relating to the subject pr operty and the proposed development including, but not limited to, the following: 1. All existing and proposed improvements including but not limited to buildings and structures, signs and their uses, trees, walls, driveways, outdoor storage, and open land use areas on the subject property and all of the preceding which are located on adjoining property and may encroach on the subject property; 2. All public and private easements, rights-of-way and any actual or potential prescriptive easements or uses of the subject property; and, 3. Existing and proposed grade differentials between the subject property and adjoining property zoned or planned for residential use. Approval of this special permit may become null and void in the event that development is not completed in accordance with all the conditions and requirements imposed on this special permit, the Zoning Ordinance, and all Public Works Standards and Specifications. This special permit is granted, and the conditions imposed, based upon the Operation Statement provided by the applicant. The Operation Statement is material to the issuance of this special permit. Unless the conditions of approval specifically require operation inconsistent with the Operation Statement, a new or revised special permit is required if the operation of this establishment changes or becomes inconsistent with the Operation Statement. Failure to operate in accordance with the conditions and requirements imposed may result in revocation of the special permit or any other enforcement remedy available under the law. Conditions of Approval Planned Development Permit Application No. P22-04877 August 2, 2023 Page 3 of 6 The Planning and Development Department shall not assume responsibility for any deletions or omissions resulting from the special permit review process or for additions or alterations to construction plan not specifically submitted and reviewed and approved pursuant to this special permit or subsequent amendments or revisions. (Include this note on the site plan.) No uses of land, buildings, or structures other than those specifically approved pursuant to this site plan shall be permitted. (Include this note on the site plan.) Transfer all red line notes, etc., shown on the original Planned Development site plan exhibits (dated February 27, 2023) to the final site plan. CORRECTIONS SHALL INCLUDE ALL THOSE LISTED IN THIS DOCUMENT AND THOSE LISTED IN THE CORRECTION LIST PROVIDED BY THE PLAN CHECK PROCESS. Copies of this final approved site plan, elevations, landscape, and irrigation plans stamped by the Planning Division must be substituted for unstamped copies of the same in each of the sets of construction plans submitted for plan check prior to issuance of building permits. The final approved site plan must also include all corrections identified in the plan check process. Be advised that on-site inspections will not be authorized unless the final stamped approved site plan, elevations, landscape, and irrigation plans are included in the plan check file copy. Please contact John George at (559) 621-8073 or via e-mail at John.George@fresno.gov for final sign-off for building permits. PART C - PUBLIC IMPROVEMENT REQUIREMENTS The following requirements are based on city records and the accuracy of the existing and proposed on-site and off-site conditions depicted on the exhibits submitted. Requirements not addressed due to omission or misrepresentation of information, for whi ch this review process is dependent, will be imposed whenever such conditions are disclosed. Questions relating to dedications, street improvements or off-street parking geometrics may be directed to Andreina Aguilar at (559) 621-8674 / Andreina.Aguilar@fresno.gov of the City of Fresno Public Works Department, Engineering Division, Traffic Section. STREET ENCROACHMENT PERMITS, DEDICATIONS AND VACATIONS a) Exhibit “A-1” is required to include all street furniture, e.g.: public utility poles and boxes, guy wires, signs, fire hydrants, bus stop benches, mail boxes, news stands, trash receptacles, tree wells, etc., within the existing and proposed public rights-of-way. Conditions of Approval Planned Development Permit Application No. P22-04877 August 2, 2023 Page 4 of 6 b) Deed documents for the required property dedications shall be prepared by the applicant’s engineer and submitted to the Public Works Department, Engineering Division, Special Districts/Projects and Right-of-Way Section with verification of ownership prior to issuance of building permits. Deed documents must conform to the format specified by the City. Document format specifications may be obtained from the Public Works Department, Engineering Division, Special Districts/Projects and Right-of-Way Section, or by calling (559) 621-8694. c) ENCROACHMENT PERMITS. The construction of any overhead, surface or sub- surface private structures and appurtenances extending within the public rights - of-way is prohibited unless an encroachment permit is approved by the City of Fresno Public Works Department, Engineering Division, Special Districts/Projects and Right of Way Section, (559) 621-8693. Encroachment permits must be approved prior to issuance of building permits. STREET IMPROVEMENTS a) All public improvements shall be constructed in accordance with the Standard Specifications and Standard Drawings of the City of Fresno, Public Works Department or street construction plans required and approved by the City Engineer. The performance of an y work within the public street rights-of-way (including pedestrian, water and sewer utility easements) requires a Street Work Permit issued by the Public Works Department, Engineering Services Division at (559) 621-8693, prior to commencement of the work. Contact the Public Works Department, Engineering Services Section at (559) 621 -8686 for detailed information. All required street improvements must be completed and accepted by the City prior to occupancy. b) Repair damaged and/or off grade off-site concrete improvements as determined by the Public Works Department, Construction Management Division (559) 621 - 5500. c) Install streetlights along all street frontages in accordance with City standards. Plans must be prepared by a registered Civil Engineer and must be approved by the Public Works Department Engineering Division prior to installation. d) Submit the following as a single package to the Public Works Department Engineering Division, Plan Check and GIS Mapping Section, (559) 621 -8682, for review and approval, prior to issuance of building and street work permits: Street Improvement Plans, Signing and Striping Plans, Street Lighting Plans and Landscape and Irrigation Plans. SURVEY MONUMENTS AND PARCEL CONFIGURATION Conditions of Approval Planned Development Permit Application No. P22-04877 August 2, 2023 Page 5 of 6 a) All survey monuments within the area of construction shall be preserved and if disturbed, shall be reset by a person licensed to practice Land Surveying in the State of California. PART D - PLANNING/ZONING REQUIREMENTS 1) PLANNING a) Development is subject to the following plans and policies: i) Fresno General Plan ii) McLane Community Plan iii) Planned Development iv) Medium Density Residential planned land uses 2) BUILDING HEIGHT a) The height of the proposed structures shall meet the requirements of the RS-5 section of the FMC. 3) LOT COVERAGE a) Lot coverage shall not exceed 61% percent. Additionally , lot coverage shall comply with the requirements of the Fresno Metropolitan Flood Control District. 4) LOT WIDTH Lot width shall not be less than that shown on Exhibit A (Vesting Tentative Tract Map No. 6366) dated March 23, 2023. 5) BUILDING SETBACKS, OPEN SPACES AND LANDSCAPING a) Building setbacks shall be in accordance with Exhibit A-1 site plan dated February 27, 2023, unless otherwise noted in these conditions. Provide a section in the CC&R’s for the Homeowners Association (HOA) prohibiting parking in driveways less than 18’ from garage to back of sidewalk (to prohibit parking over the sidewalk, if any). The CC&R’s must also state that the HOA is responsible for enforcement of said requirement. This statement only applies to the lots within the gated portion of the subdivision. 6) FENCES, HEDGES, WALLS a) Comply with the Conditions of Approval for Vesting Tentative Tract Map No. 6366 Conditions of Approval Planned Development Permit Application No. P22-04877 August 2, 2023 Page 6 of 6 dated August 2, 2023. PART E - CITY AND OTHER SERVICES a) Comply with the Conditions of Approval for Vesting Tentative Tract Map No. 6366 dated August 2, 2023. Exhibit J Page 1 of 3 DATE: June 19, 2023 TO: John George, Planner III Planning and Development Department THROUGH: Andrew Benelli, PE, Assistant Director, City Engineer Public Works Department, Traffic Operations and Planning Division FROM: Adrian Gonzalez, Senior Engineering Technician Public Works Department, Land Planning Section SUBJECT: Public Works Conditions of Approval T-6366 / P22-03194 and PUD: P22-04877, a 71-lot private unit development 2920 North Fowler Avenue Granville / Giannetta The Public Works Department, Traffic Operations and Planning Division, has completed its review and the following requirements are to be placed on this tentative map as a condition of approval by the Public Works Department. General Conditions: 1. Street Dedications: Provide corner cut dedications at all intersections for accessibility ramps. 2. Right of way: All right-of-way “outside” of the subdivision border shall either be acquired prior to recordation of Final Map, or a deposit equal to the value of the right-of-way and an estimate of the City staff time necessary to acquire the right-of-way shall be submitted prior to recordation of the Final Map. 3. Plan Submittal: Submit the following plans, as applicable, in a single package, to the Public Works Department for review and approval prior to recordation of the Final Map. Street: construction, signing, striping, traffic signal and streetlight. 4. Sidewalks shall not exceed a 5% longitudinal slope. All existing sidewalks and trails in excess of 2% maximum cross slope must be brought into compliance prior to acceptance by Public Works. 5. Outlots: If the subdivider seeks to dedicate to the City, in fee, an outlot for open space purposes, subdivider shall prove to the City that the outlot is free of toxic or hazardous materials pursuant to the requirements of City Administrative Order 8-1, including, but not limited to, performing a Phase I Soils Investigation. The soils Investigation report shall be submitted to the Public Works Department for review and approval. The subdivider must obtain Public Works approval of the soils investigation report and complete any mitigation work identified by the soils investigation prior to subdivider’s submittal of the Final Map to the Public Works Department. Any and all costs Page 2 of 3 associated of the soils investigation and any required mitigation work shall be performed at the sole expense of the subdivider. 6. Encroachment Covenants: The construction of any private overhead, surface or sub- surface structures and appurtenances in the public right of way is prohibited unless an encroachment covenant is approved by the City of Fresno Public Works Department, Engineering Services Division, (559) 621-8681. Encroachment covenants must be approved prior to issuance of building permits. 7. The first order of work shall include a minimum of two points of vehicular access to the major streets for any phase of this development. 8. Intersection Visibility: Maintain visibility at all intersections as described in the Fresno Municipal Code Section 15-2018. Frontage Improvement Requirements: Public Streets: Bliss Avenue: Local (Industrial) 1. Dedication Requirements: a. Dedicate 10’ (minimum) for Landscape and Public Utility easement purposes. b. Dedicate 3’ (minimum) for Pedestrian easement purposes. 2. Construction Requirements: a. Construct street type approach to Public Works Standard P-76 / P-77. b. Construct a 5’ concrete sidewalk to Public Works Standard P-5 and P-56A (modified). c. Planting and Irrigation of street trees shall conform to the minimum spacing, guidelines, and requirements as stated in the Model Water Efficiency Landscape Ordinance, Public Works Standards and Specifications, Section 25 and 26. d. Construct curb ramps per Public Works Standards P-28 and P-29. e. Construct valley gutter per Public Works Standards P-10. f. Construct an underground street lighting system to Public Works Standards E-1 and E-10, within the limits of this subdivision. Streetlights installed on major streets shall be fed from a service pedestal with a master photo control as detailed in Section 3- 3.17 of the City Specifications and Public Works Standards E-15, E-17 and/or E-18 or as approved by the City Engineer. g. PUD: Site Plan approval of a street type approach per Public Works Standard P-76 / P-77 is a tentative approval until such time that a qualified Civil Engineer prepares street plans that provide the sufficient cross drainage approved by the City Engineer in accordance with Public Works Standard P-10. If grades are not sufficient, construct to Public Works Standard P-1, P-2, P-3, P-4 and P-6. h. Construct a concrete Emergency Vehicle Access (EVA) per Public Works Standard P-67. Page 3 of 3 Interior Streets: Private 1. Entry Gate: Provide a minimum of 50’ from the proposed gate to the back of walk, for vehicle stacking at both entrances and redesign to provide for an onsite turn around. 2. All streets and pedestrian ways shall connect to other streets and pedestrian ways to form a continuous vehicular and pedestrian network with connections within the subdivision and to adjacent development. Pedestrian paths of travel must meet current accessibility regulations. Sidewalks are recommended on both sides of the street. Identify ramps within the proposed subdivision wherever sidewalks are provided. 3. Garages: Garage or carport setbacks are recommended to be a minimum of 18’ from the back of walk or curb, whichever is greater. 4. Provide a 12’ visibility triangle at all driveways. Specific Mitigation Requirements: Within the subdivision border- 1. Emergency Vehicle Access (EVA): Construct a concrete EVA per Public Works Standard P-67. Outside of the subdivision border- 1. Construct major street bridge on Fowler Avenue at Mill Ditch. Issuance of building permits will be contingent on progress of bridge construction. Submit detailed construction cost estimates prior to start of work to qualify for reimbursement. Traffic Signal Mitigation Impact (TSMI) Fee: This project shall pay all applicable TSMI Fees at the time of building permit. Contact the Public Works Department, Frank Saburit at (559) 621- 8797. The fees are based on the Master Fee schedule. In some cases, traffic signals may be conditioned on multiple maps. If the signal is existing at the time of the final map, the applicant would not be required to construct the signal but would be required to pay the applicable fee. Fresno Major Street Impact (FMSI) Fee: This Map is in the New Growth Area; therefore, pay all applicable growth area fees and City-wide regional street impact fees. In some cases, center section improvements or bridges may be conditioned on multiple maps. If the improvements are existing at the time of the final map, the applicant would not be required to construct them, but would be required to pay the applicable fee. Regional Transportation Mitigation Fee (RTMF): Pay all applicable RTMF fees to the Joint Powers Agency located at 2035 Tulare Street, Suite 201, Fresno, CA 93721; (559) 233-4148 ext. 200; www.fresnocog.org. Provide proof of payment or exemption prior to certificate of occupancy. Page 1 of 4 8/2/2023 P22-04877 FOWLER 2920 N SUBJECT: Conditions of Approval for P22-04877 DATE: June 30, 2023 TO: John George, Planner III Planning and Development Department FROM: Adrian Gonzalez, Senior Engineering Technician Public Works Department, Land Planning Section ADDRESS: 2920 North Fowler Avenue APN: 574-120-30 ATTENTION: The items below require a separate process with additional fees and timelines, in addition to the development permit process. Submit the following items early to avoid delaying approval of building permits. Final approval of the site plan is contingent on receipt of all items checked below. To be completed: Point of Contact Department and Contact Information Tract Map Full off-site improvements and right-of-way dedications are required for the existing lot of record. A Tract Map is required; provide recorded documentation prior to Building Permits. John George Planning and Development Department (559) 621-8073 John.George@fresno.gov Maintenance Agreement / CFD Public Works Department (559) 621-8693 Luis.Gonzalez@fresno.gov ATTENTION: Provide corrections as noted on Exhibit “A”. Prior to resubmitting the corrected exhibit, provide the following information and conditions of approval on the site plan: A. GENERAL REQUIREMENTS 1. Easements: Identify, revise and dimension existing and proposed easements. 2. Required Notes: Revise General Notes to include the required Public Works Page 2 of 4 8/2/2023 P22-04877 FOWLER 2920 N Department notes. a. Any survey monuments within the area of construction shall be preserved or reset by a person licensed to practice land surveying in the State of California. b. Repair all damaged and/or off-grade concrete street improvements as determined by the Construction Management Engineer, prior to occupancy. c. Two working days before commencing excavation operations within the street right-of way and/or utility easements, all existing underground facilities shall have been located by UNDERGROUND SERVICES ALERT (USA). CALL 1-800-642-2444 d. The performance of any work within the public street right-of-way requires a street work permit prior to commencement of work. All required street improvements must be completed and accepted by the City prior to occupancy. https://www.fresno.gov/publicworks/traffic-engineering/#tab-6 e. Submit street construction plans to the Public Works Department. f. Provide a 4' minimum path of travel along the public sidewalk directly in front of property, to meet current accessibility regulations. A pedestrian easement may be required if requirements are not met. g. Contact the Public Works Department, Traffic Engineering at 559-621-8800, 10 working days prior to any offsite concrete construction. h. All development shall take place in accordance with all city laws and regulations. B. OFFSITE INFORMATION: 1. Public Street Improvements: a. Concrete curb, gutter, and sidewalk: Dimension the sidewalk pattern along Bliss Avenue: 5.5’ face of curb to sidewalk, 5’ sidewalk, and 0.5’ back of sidewalk to pedestrian easement. b. Street-type approaches: Revise the site plan to show the approach with radii, stacking, and turnaround. C. ONSITE INFORMATION: 1. Gates: Residential: Provide a minimum of 50’ from the proposed gate to the pedestrian easement for vehicle stacking. PUBLIC IMPROVEMENT REQUIREMENTS The following requirements are based on city records and the accuracy of the existing and proposed on-site and off-site conditions depicted on the exhibits submitted. Requirements not addressed due to omission or misrepresentation of information, on which this review process is dependent, will be imposed whenever such conditions are disclosed. Construct additional offsite improvements, including but not limited to, concrete Page 3 of 4 8/2/2023 P22-04877 FOWLER 2920 N curb, gutter, sidewalk, approaches, ramps, pavement, utility relocations, etc. in accordance with City of Fresno’s Public Works Standards, Specifications, and the approved street plans. Repair all damaged and/or off grade off-site concrete as determined by the City of Fresno Public Works Department, Construction Management Division, (559) 621-5600. Pedestrian paths of travel must also meet current accessibility regulations. The construction of any private overhead, surface or sub-surface structures, and appurtenances in the public right of way is prohibited unless an Encroachment Covenant is approved by the City of Fresno Public Works Department, Traffic and Engineering Services Division, (559) 621-8693. Encroachment Covenant must be approved prior to issuance of building permits. Bliss Avenue: Local Industrial 1. Dedication Requirements: a. Dedicate 3’ (minimum) for pedestrian easement purposes. b. Dedicate sufficient property for pedestrian purposes to accommodate proposed street type approach. 2. Construction Requirements: a. The proposed street type approach, as shown, is tentatively approved until such time that a qualified Civil Engineer prepares street plans that provide the sufficient cross drainage approved by the City Engineer in accordance with Public Works Standard P-10. If grades are not sufficient, construct to Public Works Standards P-2 and P-6. Provide 10’ of red curbing (3 coats) on both sides of the proposed driveway approaches. b. Construct a concrete Emergency Vehicle Access (EVA) per Public Works Standard P-67. c. Construct concrete 5’ sidewalk to Public Works Standard P-5 and P-56A (modified). The curb shall be constructed to a 5.5’-5’-0.5’ residential pattern. d. Planting and Irrigation of street trees shall conform to the minimum spacing, guidelines, and requirements as stated in the Model Water Efficiency Landscape Ordinance, Public Works Standards and Specifications, Section 25 and 26. e. Show the existing streetlight locations on the plans and that they are constructed per current City of Fresno Standards. Engineered Street Improvement Plans are required and shall be approved by the City Engineer. Contact Scott Tyler at (559) 621-8654 or at Scott.Tyler@fresno.gov and submit Public Improvement Plans for all required work, in a single package, to Engineering Services Division. Utility poles, streetlights, signals, etc. shall be relocated as determined by the City Engineer. The performance of any work within the public right of way and/or easements (including street, bike, pedestrian, landscape, and utility easements) requires a Street Work Permit prior to commencement of work. Contact Public Works Department at (559) 621-8800, 10 working days prior to construction of any improvements in the public right-of-way and/or easements. All improvements shall be Page 4 of 4 8/2/2023 P22-04877 FOWLER 2920 N constructed in accordance with the City of Fresno, Public Works Department Standard Drawings and Specifications. Traffic Control Plans shall be required to ensure the sidewalk, or an approved accessible path remains open during construction. Contact Melessa Avakian at (559) 621-8812 or at Melessa.Avakian@fresno.gov and submit Traffic Control Plans to the Traffic Operations and Planning Division. All work shall be reviewed, approved, completed, and accepted prior to obtaining a certificate of occupancy. Two working days before commencing excavation operations within the street right of way and/or utility easements, all existing underground facilities shall have been located by Underground Services Alert (USA) Call 811. Any survey monuments within the area of construction shall be preserved or reset by a person licensed to practice Land Surveying in the State of California. Traffic Signal Mitigation Impact (TSMI) Fee: This project shall pay all applicable TSMI Fees at the time of building permit. Contact the Public Works Department, Frank Saburit, at (559)621-8797. The fees are based on the Master fee schedule. Fresno Major Street Impact (FMSI) Fees: This entitlement is in the New Growth Area; therefore pay all applicable growth area fees and citywide regional street impact fees. Contact the Public Works Department, Frank Saburit, at (559) 621-8797. FMSI Requirements: Fowler Avenue: Arterial 1. Design and construct a Major Street Bridge at the intersection of Fowler Avenue and Mill Ditch. Issuance of building permits will be contingent on progress of bridge work. Detailed construction cost estimates must be submitted prior to start of work to qualify for reimbursement. Regional Transportation Mitigation Fee (RTMF): Pay all applicable RTMF fees to the Joint Powers Agency located at 2035 Tulare Street, Suite 201, Fresno, CA 93721; (559) 233-4148 ext. 200; www.fresnocog.org. Provide proof of payment or exemption prior to issuance of certificate of occupancy. In order to obtain street or building permit approval from the Public Works Department, an approval stamp with a signature from Traffic Planning is required on the site plan and inserted in the building sets. Questions relative to these conditions may be directed to Adrian Gonzalez (559) 621- 8693 Luis.Gonzalez@fresno.gov, in the Public Works Department, Land Planning Section. Exhibit K CITY OF FRESNO ADDENDUM TO A NEGATIVE DECLARATION PREPARED FOR ENVIRONMENTAL ASSESSMENT NO. P21-01202 (As filed with the Fresno County Clerk on December 10, 2021) Addendum prepared in accordance with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines The full Initial Study and the ND are on file in the Planning and Development Department, Fresno City Hall, 3rd Floor 2600 Fresno Street Fresno, California 93721 (559) 621-8277 ENVIRONMENTAL ASSESSMENT NUMBER: T-6366/P22-04877 This addendum was not circulated for public review pursuant to Section 15164(c) of the CEQA Guidelines. APPLICANT: PROJECT LOCATION: Bret Giannetta Giannetta Engineering 1119 S Street Fresno, CA 93721 Located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues. in the City and County of Fresno, California (approximately 7.94 acres) Latitude: 36°46'40.8" N & Longitude: 119°40'48" W Assessor’s Parcel Number(s): 574-120-30 Mount Diablo Base & Meridian, Township 13S, Range 21E, Section 27 PROJECT DESCRIPTION: Vesting Tentative Tract Map No. 6366 was filed by Giannetta Engineering, on behalf of Granville Homes, and pertains to the approximately 7.94-acre property located on the the west side of North Bliss Avenue between East Shields and East Princeton Avenues. The applicant proposes the subdivision of the subject property into a 71-lot residential subdivision. Environmental Assessment No. P21-01202, a Negative Declaration (“ND”) dated July 23, 2021, was prepared for a project that included a Plan Amendment and Rezone, and analyzed a future project for 72 single-family residential dwelling units. Plan Amendment Application No. P21-01202 was approved for the approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues that amended the Fresno General Plan and McLane Community Plan from Addendum to a Negative Declaration Environmental Assessment No. T-6366/P22-04877 July 21, 2023 the Employment – Business Park planned land use designation to the Medium Density Residential planned land use designation. Rezone Application No. P21 -01202 changed the zone district of the aforementioned property from the BP (Business Park) zone district to the RS-5 (Single-Family Residential, Medium Density) zone district. Environmental Assessment No. T-6366/P22-04877 dated July 21, 2023, an addendum to Environmental Assessment No. P21-01202, assesses the anticipation of the approval of Vesting Tentative Tract Map No. 6366 consisting of a total of 71 single -family residential parcels. The approval of a 71-lot single-family residential development, which is one lot less than the anticipated 72 -lot single-family subdivision which results in a reduction in intensity, is functionally a technical change, within the meaning of CEQA Guidelines Section 15164. This minor technical change is appropriate for an addendum pursuant to CEQA Guidelines Section 15164 and Public Resources Code Section 21166. The proposed project will not have a significant impact. It may be determined that: (1) The project does not significantly exceed the scope of Environmental Assessment No. P21 -01202; (2) No substantial changes are proposed in the project which require major revisions to the previous environmental finding due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (3) No substantial changes will occur with respect to the circumstances under which the project is undertaken; and (4) No new information, which was not known and could not have been known, at the time the environmental finding for Environmental Assessment No. P21-01202 was adopted, has become available. Therefore, the City of Fresno has determined that an addendum to Environmental Assessment No. P21 - 01202 is appropriate given that none of the conditions described in Section 15162 of the CEQA Guidelines calling for preparation of a subsequent mitigated negative declaration have occurred; and, new information added is only for the purposes of providing minor changes or additions, in accordance with Section 15164 of the CEQA Guidelines. CEQA Section 15162 provides that when an Environmental Impact Report (“EIR”) has been adopted for a project, no subsequent EIR shall be prepared for that project unless the lead agency determines, on the basis of substantial evidence in the light of the wh ole record, one or more of the following: FINDINGS PURSUANT TO SECTION 15162 OF THE CEQA GUIDELINES. (1) Substantial changes are proposed in the project which would require major revisions of the previous Mitigated Negative Declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; Finding (1): The approval of a 71 single-family residential development does not involve any new significant environmental effects or a substantial increase in the severity of previously identified significant effects that would require major revisions of the previous Negative Declaration (“ND”) because the vesting tentative tract map only proposes one lot less than Addendum to a Negative Declaration Environmental Assessment No. T-6366/P22-04877 July 21, 2023 the originally analyzed 72-lot subdivision in Environmental Assessment No. P21 -01202. The reduction of one lot decreases intensity of any environmental impacts. This factor does not create any new significant environmental effects or substantially increase in the severity of previously identified significant effects.. (2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous Mitigated Negative Declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or, Finding (2): There have been no substantial changes to the surrounding area or project site which would otherwise affect the circumstances under which the project is undertaken. The severity of environmental issues identified in the ND dated July 23, 2021 have not substantially increased since the preparation of the initial study. (3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous Mitigated Negative Declaration was adopted, shows any of the following: (A) The project wi ll have one or more significant effects not discussed in the previous Negative Declaration; (B) Significant effects previously examined will be substantially more severe than shown in the previous Negative Declaration; (C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project; and, (D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous Mitigated Negative Declaration, would substantially reduce one or more significant effects on the environment. Finding (3): This addendum is relative to the ND and assesses the approval of a vesting tentative tract map for the project that identifies one less lot than originally anticipated resulting in less intensity of environmental impacts than originally analyzed. This addendum did not identify new information regarding significant effects not previously discussed in the ND, and potential effects previously examined are not substantially more severe than originally discussed. No mitigation measures which were previously identified have been found infeasible, nor has it been determined that identified mitigation measures would not substantially reduce significant effects of the project. No mitigation measures have been added or modified, nor are they considerably different from those analyzed in the ND. The addendum contains no additional information regarding proposed mitigation measures and does not change or effect the previous findings of the Negative Declaration. Therefore, no new information identifies significant or substantially more severe effects than originally discussed. Addendum to a Negative Declaration Environmental Assessment No. T-6366/P22-04877 July 21, 2023 ADDENDUM PREPARED BY: SUBMITTED BY: John George, Planner III DATE: July 21, 2023 Rob Holt, Supervising Planner CITY OF FRESNO PLANNING AND DEVELOPMENT DEPARTMENT Exhibit L FRESNO CITY PLANNING COMMISSION RESOLUTION NO. 13807 The Fresno City Planning Commission at its regular meeting on August 2, 2023, adopted the following resolution pursuant to the Subdivision Map Act of the Government Code of the State of California and the Municipal Code of the City of Fresno. WHEREAS, Vesting Tentative Tract Map No. 6366 was filed with the City of Fresno and proposes to subdivide the subject property into a 71-lot residential subdivision on approximately 7.94 acres of property located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues; and, WHEREAS, on August 2, 2023, the Commission received a staff report and related information, environmental documents and considered testimony regarding the requested subdivision; and, WHEREAS, the Planning and Development Department staff recommended approval of the proposed project subject to the conditions of approval contained in the staff report dated August 2, 2023; and, WHEREAS, the Fresno City Planning Commission on August 2, 2023, reviewed the subject application in accordance with the policies of the Fresno General Plan and the McLane Community Plan; and, WHEREAS, the applicant spoke in opposition to the project specific to the condition of approval in the Public Works Department memorandum dated June 19, 2023 (Community Facilities District (CFD)) for requirement of annexation into CFD No. 18. No neighbors spoke in support of the proposed project. NOW, THEREFORE, BE IT RESOLVED that the Fresno City Planning Commission hereby finds and determines that there is no substantial evidence in the record to indicate that the vesting tentative tract map may have additional significant effects on the environment as identified by Environmental Assessment No. T-6366/P22-04877 dated July 12, 2023. BE IT FURTHER RESOLVED that the Fresno City Planning Commission finds that approval of Vesting Tentative Tract Map No. 6366 is consistent with the adopted Fresno General Plan and McLane Community Plan and the findings required pursuant to Section 66410 et. seq. of the California Government Code. BE IT FURTHER RESOLVED that the Fresno City Planning Commission hereby recommends approval of Vesting Tentative Tract Map No. 6366, subject to the Planning and Development Department Conditions of Approval dated August 2, 2023, and the following modification: 1. Item No. 20 within the Conditions of Approval dated August 2, 2023, for Vest ing Tentative Tract Map No. 6366. Planning Commission Resolution No. 13807 Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 2 Revise the condition below to strike out the word “public” below and replace with “private”. Provide and dedicate minimum 10-foot outlots for public private landscape purposes (and irrigation system) along the rear (eastern) property lines of all lots with frontage along North Bliss Avenue (lots 1 through 13). The 10 -foot wide outlots shall be located adjacent to the “sidewalk pattern” within the adjacent public street rights-of-way and shall incorporate street trees to shade the adjacent sidewalks in accordance with Public Works standards, specifications, and policies. 2. Item No. 21 within the Conditions of Approval dated August 2, 2023, for Vesting Tentative Tract Map No. 6366. Revise the condition below to strike out the word “public” below and replace with “private”, and strike out the last sentence. The proposed 10-foot wide landscape easements along North Bliss Avenue shall be identified as Outlots to be dedicated to the City of Fresno, in fee, for public private landscape (and irrigation system) and utility purposes on the Final Map. The City Engineer may discretionarily require modification to other public easements proposed when/where such easements are preferre d to be identified as Outlots to be dedicated to the City, in fee. 3. Item No. 51 within the Conditions of Approval dated August 2, 2023, for Vesting Tentative Tract Map No. 6366. Remove and replace the Public Works Department memorandum dated June 19, 2023 with the updated Public Works Department memorandum dated June 19, 2023 updating the original language relative to the bridge construction requirement below from: “Construct major street bridge on Fowler Avenue at Mill Ditch prior to issuance of first building permit. Submit detailed construction cost estimates prior to start of work to qualify for reimbursement.” To be replaced with the following: “Construct major street bridge on Fowler Avenue at Mill Ditch. Issuance of building permits will be contingent on progress of bridge construction. Submit detailed construction cost estimates prior to start of work to qualify for reimbursement.” 4. Item No. 51 within the Conditions of Approval dated August 2, 2023, for Vesting Planning Commission Resolution No. 13807 Vesting Tentative Tract Map No. 6366 August 2, 2023 Page 2 Tentative Tract Map No. 6366. Remove and replace the Public Works Department memorandum dated June 30, 2023 with the updated Public Works Department memorandum dated June 30, 2023 updating the original language relative to the bridge construction requirement below from: “Design and construct a Major Street Bridge at the intersection of Fowler Avenue and Mill Ditch. The timing of the bridge construction shall occur prior to permits.” To be replaced with the following: “Design and construct a Major Street Bridge at the intersection of Fowler Avenue at Mill Ditch. Issuance of building permits will be contingent on progress of bridge construction. Detailed construction cost estimates prior to start of work to qualify for reimbursement.” The foregoing Resolution was adopted by the Fresno City Planning Commission upon a motion by Commissioner Wagner, seconded by Commissioner Diaz. VOTING: Ayes - Wagner, Diaz, Bray, Criner, Hardie (vice chair), Lyday Noes - None Not Voting - None Absent - Vang (chair) DATED: August 2, 2023 _______________________________ JENNIFER K. CLARK, Secretary Fresno City Planning Commission Resolution No. 13807 Vesting Tentative Tract Map No. 6366 Filed by Giannetta Engineering, on behalf of Granville Homes Action: Approve Exhibit M FRESNO CITY PLANNING COMMISSION RESOLUTION NO. 13808 The Fresno City Planning Commission at its regular meeting on August 2, 2023, adopted the following resolution relating to Planned Development Permit Application No. P22- 04877. PLANNED DEVELOPMENT: 71-lot single-family residential planned development with modified property development standards, including minimum setback reductions (garage, garage to façade, and rear), reduced minimum lot size and depth requirements, increase in maximum lot coverage, and gated private streets. PROPERTY LOCATION: Located on the west side of North Bliss Avenue between East Shields and East Princeton Avenues. PROPERTY DESCRIPTION: Approximately 7.94 acres EXISTING ZONING: RS-5 (Single-Family Residential, Medium Density) zone district. WHEREAS, Planned Development Permit Application No. P22-04877 has been filed with the City of Fresno by Giannetta Engineering, on behalf of Granville Homes, for approximately 7.94 acres of property located on the west side of North Bliss Avenue, between East Shields and East Princeton Avenues; and, WHEREAS, Planned Development Permit Application No. P22-04877 seeks authorization to develop a 71-lot single-family residential planned development with modified property development standards to allow for a reduction in the garage setback, rear yard setback, garage to façade setback, minimum lot size, minimum lot depth, an increase in maximum lot coverage, and gated private streets; and, WHEREAS, on August 2, 2023, the Fresno City Planning Commission (“Commission”) reviewed the subject planned development permit application in accordance with the policies of the Fresno General Plan and the McLane Community Plan; and, WHEREAS, the Commission conducted a public hearing to review the proposed planned development and considered the Planning and Development Department’s report recommending approval of the proposed planned development permit application subject to special permit conditions; and, Planning Commission Resolution No. 13808 Planned Development Permit Application No. P22 -04877 August 2, 2023 Page 2 WHEREAS, the Commission considered the proposed planned development permit application relative to the staff report and environmental assessment issued for the project; and, WHEREAS, the Commission invited testimony with respect to the proposed planned development application; and, WHEREAS, the applicant spoke in opposition to the project specific to the condition of approval in the Public Works Department memorandum dated June 19, 2023 (Community Facilities District (CFD)) for requirement of annexation into CFD No. 18. No neighbors spoke in support of the proposed project. NOW, THEREFORE, BE IT RESOLVED that the Commission hereby finds and determines that there is no substantial evidence in the record to indicate that the planned development permit application may have a significant effect on the environment as identified by Environmental Assessment No. T-6366/P22-04877 dated July 12, 2023. BE IT FURTHER RESOLVED that the Commission, as a result of its inspections, investigations and studies made by itself and in its behalf, and of testimonies offered at said hearing, has established that approval of the special permit would be in accordance with applicable provisions of the Fresno Municipal Code, including the determination that all findings have been made relative to the issuance of a planned development permit application for the proposed project. BE IT FURTHER RESOLVED that the Commission hereb y approves Planned Development Permit Application No. P22-04877 authorizing the development of a planned development, which includes modified property development standards, including reduced minimum setbacks (garage, garage to façade, rear yard), reduced minimum lot size and depth, increase in maximum lot coverage, and private gated streets, subject to the Planning and Development Department Conditions of Approval dated August 2, 2023, and the following modification: 1. Item No. 20 within the Conditions of Approval dated August 2, 2023, for Vest ing Tentative Tract Map No. 6366. Revise the condition below to strike out the word “public” below and replace with “private”. Provide and dedicate minimum 10-foot outlots for public private landscape purposes (and irrigation system) along the rear (eastern) property lines of all lots with frontage along North Bliss Avenue (lots 1 through 13). The 10 -foot wide outlots shall be located adjacent to the “sidewalk pattern” within the adjacent public street Planning Commission Resolution No. 13808 Planned Development Permit Application No. P22 -04877 August 2, 2023 Page 2 rights-of-way and shall incorporate street trees to shade the adjacent sidewalks in accordance with Public Works standards, specifications, and policies. 2. Item No. 21 within the Conditions of Approval dated August 2, 2023, for Vesting Tentative Tract Map No. 6366. Revise the condition below to strike out the word “public” below and replace with “private”, and strike out the last sentence. The proposed 10-foot wide landscape easements along North Bliss Avenue shall be identified as Outlots to be dedicated to the City of Fresno, in fee, for public private landscape (and irrigation system) and utility purposes on the Final Map. The City Engineer may discretionarily require modification to other public easements proposed when/where such easements are preferre d to be identified as Outlots to be dedicated to the City, in fee. 3. Item No. 51 within the Conditions of Approval dated August 2, 2023, for Vesting Tentative Tract Map No. 6366. Remove and replace the Public Works Department memorandum dated June 19, 2023 with the updated Public Works Department memorandum dated June 19, 2023 updating the original language relative to the bridge construction requirement below from: “Construct major street bridge on Fowler Avenue at Mill Ditch prior to issuance of first building permit. Submit detailed construction cost estimates prior to start of work to qualify for reimbursement.” To be replaced with the following: “Construct major street bridge on Fowler Avenue at Mill Ditch. Issuance of building permits will be contingent on progress of bridge construction. Submit detailed construction cost estimates prior to start of work to qualify for reimbursement.” 4. Item No. 51 within the Conditions of Approval dated August 2, 2023, for Vesting Tentative Tract Map No. 6366. Remove and replace the Public Works Department memorandum dated June 30, 2023 with the updated Public Works Department memorandum dated June 30, 2023 updating the original language relative to the bridge construction requirement below from: “Design and construct a Major Street Bridge at the intersection of Fowler Avenue Planning Commission Resolution No. 13808 Planned Development Permit Application No. P22 -04877 August 2, 2023 Page 2 and Mill Ditch. The timing of the bridge construction shall occur prior to permits.” To be replaced with the following: “Design and construct a Major Street Bridge at the intersection of Fowler Avenue at Mill Ditch. Issuance of building permits will be contingent on progress of bridge construction. Detailed construction cost estimates prior to start of work to qualify for reimbursement.” The foregoing Resolution was adopted by the Fresno City Planning Commission upon a motion by Commissioner Wagner, seconded by Commissioner Diaz. VOTING: Ayes - Wagner, Diaz, Bray, Criner, Hardie (vice chair), Lyday Noes - None Not Voting - None Absent - Vang (chair) DATED: August 2, 2023 _______________________________ JENNIFER K. CLARK, Secretary Fresno City Planning Commission Resolution No. 13808 Planned Development Permit Application No. P22-04877 Filed by Giannetta Engineering, on behalf of Granville Homes Action: Approve Exhibit N Exhibit O nbsgov.com Prepared by: Corporate Headquarters 32605 Temecula Parkway, Suite 100 Temecula, CA 92592 Toll free: 800.676.7516 Report For: Revised Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development March 2023 TABLE OF CONTENTS Section 1 | INTRODUCTION .................................................................................................... 1 Section 2 | BACKGROUND ...................................................................................................... 2 Analysis Methodology .............................................................................................................. 2 Current City Persons Served .................................................................................................... 3 Project Area Description .......................................................................................................... 4 Section 3 | REVENUE ESTIMATE ............................................................................................. 6 Property Tax Revenue .............................................................................................................. 6 Property Tax in Lieu of Vehicle License Fee (“VLF”) Revenue ................................................. 7 Documentary Transfer Tax ....................................................................................................... 8 Sales Tax Revenue .................................................................................................................... 9 Other City Revenue ................................................................................................................ 11 Allocation of Other Revenues to Population Served ............................................................. 12 Revenue Summary ................................................................................................................. 13 Section 4 | EXPENDITURES ESTIMATE .................................................................................. 15 Current Public Safety Service Level Expenditures.................................................................. 15 Allocation of Current Public Safety Service Level Expenditures to Population Served ......... 15 Current Public Safety Service Level Expenditures per Person Served ................................... 16 Total Expenditures Summary ................................................................................................. 16 Section 5 | FISCAL IMPACT ................................................................................................... 18 Section 6 | FISCAL IMPACT FUNDING OPTIONS .................................................................... 19 Community Facilities Districts ................................................................................................ 19 CFD Special Tax Recommendation ......................................................................................... 20 LIST OF TABLES Table 1. Current Persons Served .................................................................................................................... 4 Table 2. Project Area Development & Population Summary ......................................................................... 5 Table 3. Total Future Assessed Value of SFR and MFR Development ............................................................ 7 Table 4. Incremental Assessed Value of Future Residential Development.................................................... 7 Table 5. Property Tax Generated by Future Residential Development ......................................................... 7 Table 6. Property Tax in Lieu of VLF Ratio ...................................................................................................... 8 Table 7. Property Tax in Lieu of VLF Revenue ................................................................................................ 8 Table 8. Documentary Transfer Tax Generated by Future Development ...................................................... 9 Table 9. Estimated Total Incomes per SFR & MFR Unit ............................................................................... 10 Table 10. Sales Tax Revenue Generated By Project Area Residential Population ......................................... 10 Table 11. Other Revenues .............................................................................................................................. 11 Table 12. Other Revenues Allocation to Population Base .............................................................................. 12 Table 13. Other Revenue per Person Served ................................................................................................. 12 Table 14. Other Revenue Generated by Future Development ...................................................................... 13 Table 15. Total Revenue Summary ................................................................................................................. 13 Table 16. Total Revenue Summary By Future Development Type ................................................................. 13 Table 17. Revenue Allocable to Public Safety ................................................................................................ 14 Table 18. Revenue Allocable to Public Safety By Future Development Type ................................................ 14 Table 19. Current Public Safety Service Level Expenditures .......................................................................... 15 Table 20. Current Public Safety Expenditures Allocation to Population Base ............................................... 16 Table 21. Current Public Safety Service Level Expenditures per Person Served ............................................ 16 Table 22. Current Public Safety Service Level Expenditures Generated by Future Development ................. 16 Table 23. Expenditures Summary ................................................................................................................... 17 Table 24. Expenditures Summary by Future Development Type ................................................................... 17 Table 25. Annual Fiscal Impact ....................................................................................................................... 18 Table 26. Fiscal Impact by Development Type ............................................................................................... 18 Table 27. Proposed CFD Special Tax Rates ..................................................................................................... 20 City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 1 SECTION 1 | INTRODUCTION The City of Fresno (“City”) is undertaking a comprehensive review of the net fiscal impact to its police and fire safety (“Public Safety”) operational budgets (“Public Safety Operational Budget”) projected as a result of anticipated future residential development within a region of the City identified as the West Area Neighborhoods (“West Area Region”). Of note, the focus of this analysis is not on future development planned within the entirety of the West Area Region, but rather focuses specifically on residential development in a subset of the West Area Region referred to in this report as the Project Area (“Project Area”). A review of the revenues expected to be generated by projected development within the Project Area, as compared with expenditures the City will incur to provide police and fire safety/protection/suppression services (“Public Safety Services”) within the boundaries of the Project Area, determined that projected Single-Family Residential (“SFR”) and Multi-Family Residential (“MFR”) development within the Project Area will have a negative fiscal impact on the City’s Public Safety Operational Budget. To offset negative fiscal impacts created by projected development, NBS recommends the City consider establishing a funding source through a special financing district. This fiscal impact analysis provides background information, applicable financial information, and recommended actions for the City’s consideration. To accomplish these objectives, this report includes the following: • Background Information. The introductory portion of the report focuses on the City, projected development within specified regions in the City, and public services/operations under review. • Revenues. The revenue section of the report identifies and quantifies the various types of revenue sources projected to be generated for the City by planned development within the Project Area. • Expenditures. The expenditure section of the report identifies and quantifies the recurring cost burden placed upon the City’s Public Safety Operational Budget resulting from development within the Project Area. • Fiscal Impact. Using projected development’s identified revenues and expenditures, this section of the report identifies the overall fiscal impact on the City’s General Fund operations. Fiscal impacts are addressed on a development type basis using either a per dwelling unit, building square foot, lot square foot, or acre factor. • Recommendations. The report concludes with a summary of development-based fiscal impact findings and recommendations for the City’s consideration. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 2 SECTION 2 | BACKGROUND As part of the overall decision-making process to move forward with proposed development, it is important to evaluate the financial benefits and strains development will have on a public agency’s existing and future operations. This analysis seeks to determine the fiscal impact of future development within the Project Area to the City’s Public Safety Operational Budget. Of note, the focus of this analysis is on the portion of the City’s total Public Safety Operational Budget accounted for within the City’s General Fund. Impacts to any Public Safety special funds are outside of the scope of this analysis and thus excluded from consideration. To determine anticipated fiscal impacts to the City’s Public Safety Operational Budget, this analysis is designed to quantify the approximate cost of providing Public Safety Services to the City’s projected future population within the examined Project Area. Analysis Methodology Figures presented in this report are based on data sources, methodologies, and assumptions deemed reasonable by NBS and City staff as of the date of this report. Data sources, conclusions drawn from data sources, methodologies, and assumptions used in this analysis are subject to change depending on shifts in variables including but not limited to: market conditions, environmental factors, development plans, City objectives, data availability, etc. This analysis utilizes data from various sources that are cited where applicable. Current-day dollar values are used due to the inability to project with accuracy revenue and expenditure amounts at time of buildout. No assumptions are made concerning when projected development examined in this report is expected to be completed, sold, or placed into service. The rounding of decimals may cause marginal variances between calculated and listed figures that appear in this report. The revenue portion of the fiscal impact analysis focuses on various taxes, fees, and other City revenues collected to fund ongoing operational costs. The expenditure portion of the fiscal impact analysis focuses on recurring expenditures incurred by the City to provide ongoing services to its population. There are several industry-accepted methodologies used for allocating a public agency’s recurring revenues and expenditures to future development. This fiscal analysis primarily employs two industry-standard approaches: the case study approach and the multiplier approach. CASE STUDY APPROACH When data used in a fiscal impact analysis is specific to the analysis itself and is not dependent on industry- accepted generalized multipliers such as the number of residents, employees, etc., the case study approach is utilized. The case study approach relies on development-specific data to estimate the fiscal impacts of projected future development. Data used in the case study approach may include various items applicable to future projections, including but not limited to: assessed valuations, property turnover rates, residential and employee populations, household incomes, estimated sales, and taxable expenditures. MULTIPLIER APPROACH The multiplier approach is used in a fiscal impact analysis when relationships between projected future development and revenues or expenditures generated from said development are difficult to quantify. This City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 3 approach assumes that certain revenues and expenditures are accurate indicators of future anticipated revenues and expenditures which can be quantified based on changes in, for example, the number of persons served by a public agency. To apply the multiplier approach, this report determines an average revenue or expenditure amount based upon a per person served basis. Depending on the type of revenue or expenditure, persons served can include residents, employees, or a combination of both. Current City Persons Served To best apply the multiplier approach in this fiscal impact analysis and to allocate applicable revenues and expenditures, current populations are identified. RESIDENTIAL POPULATION Current residential population data was obtained from the California Department of Finance (“CA DOF”) and City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2021 (“2021 ACFR”). Per the CA DOF, in 2021 the residential population of the City was 546,770. Per the 2021 ACFR, between 2012 and 2021, the City’s population grew annually by approximately 1%. For purposes of this analysis, the 2021 residential population is adjusted by 1% to estimate the City’s 2022 residential population. EMPLOYEE POPULATION Current employee population data was obtained from the 2021 ACFR. Per the 2021 ACFR, in 2021 the employee population of the City (i.e., number of jobs within the City) was 404,300. Between 2012 and 2021, the employee population of the City grew annually by approximately 8%. For purposes of this analysis, the 2021 employee population is adjusted by 5% rather than 8% to conservatively estimate the City’s 2022 employee population. PERSONS SERVED Using residential and employee population estimates identified above, the total number of persons served within the City can be calculated. When establishing the total number of persons served within the City, this analysis acknowledges that an employee population does not have the same impact on demand for public services as a residential population. This is especially true for the portion of the employee population which works within the City but resides outside of its boundaries. While the exact service- demand relationship between an employee and a resident is difficult to quantify with accuracy, an industry-standard correlation of one-half employee to one resident is commonly used. This 50% adjustment suggests that a resident will have twice the impact on a public agency’s revenues and demand for services as that of an employee within the City. The 50% adjustment also seeks to account for employees included within the identified employee population count that are also residents of the City. Applying the 50% adjustment to the City’s existing employee population base, the total number of persons served within the City is calculated in the following table. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 4 TABLE 1. CURRENT PERSONS SERVED Description Total Current Residential Population (1) 552,238 Current Employee Population (2) 424,515 Adjusted Employee Population (3) 212,258 Current Persons Served (4) 764,496 (1) 2021 residential population escalated by 1%. (2) 2021 employee population escalated by 5%. (3) Current Employee Population adjusted by 50%, rounded to the nearest whole number. (4) Equal to (Current Residential Population) + (Adjusted Employee Population). Project Area Description The Project Area development will consist of approximately 238 acres of land generally located north of West Shields Avenue, east of North Bryan Avenue, south of West Ashlan Avenue, and west of North Polk Avenue. The parcels comprising the Project Area development are highlighted in the following graphic. As of the date of this report, two specific SFR developments are planned within the Project Area. Tract Map No. 6234 (“Tract Map No. 6234”), prepared on October 2, 2018, indicates that approximately 90 of the 238 acres comprising the Project Area will develop to contain 486 SFR units with an average density of 5.39 SFR units per acre. Final Map of Tract 6310 (“Tract Map No. 6310”), prepared in January 2021, indicates that approximately seven and a half of the 238 acres comprising the Project Area will develop to contain 38 SFR units with an average density of 5.07 SFR units per acre. Taking a weighted average of the residential densities of Tract Maps No. 6234 and 6310 produces a density of approximately 5.37 SFRs per acre (“Average SFR Density”). For the remaining 140 acres within the Project Area, Map 5-1 of the West Area Neighborhoods Specific Plan (“West Area Specific Plan”) titled Specific Plan Proposed Planned Land Use (“Specific Plan Use Map”) City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 5 was considered. Per the Specific Plan Use Map, of the remaining 140 acres, approximately seven will develop into a neighborhood park, 20 will develop into a ponding basin, and the remaining 113 acres will develop into Medium Density residential development defined in the West Area Specific Plan as having a residential density of 5.0-12.0 dwelling units per acre. To account for the possibility of MFR development occurring within the aforementioned 113 acres, this analysis assumes that approximately 93 acres will develop to contain SFR units with a density equal to the Average SFR Density and approximately 20 acres will develop to contain MFR units with a density equal to 20 MFR units per acre (“Average MFR Density”). This split is estimated based on County assigned land use codes and the Specific Plan Land Use Map. The Average MFR Density aligns with the residential development category Urban Neighborhood defined in the West Area Specific Plan as having a density equal to 16 to 30 dwelling units per acre. According to the United States Census Bureau (“US Census Bureau”), as of 2020, the average household density within the City was approximately 3.04 persons per housing unit. The residential density of 3.04 persons per unit is assigned to the SFR development category, and applied to the MFR development category after being discounted by 20%. The 20% discount seeks to reflect that, on average, SFR units have a greater capacity to house individuals than MFR units. The MFR residential density discount of 20% is estimated as of the time of this report and is subject to change. A summary of the projected development within the Project Area is presented in the following table. TABLE 2. PROJECT AREA DEVELOPMENT & POPULATION SUMMARY Development Type Acres (1) Units per Acre (2) Unit Count (3) Residential Density (4) Residents (5) SFR 190.70 5.37 1,023 3.04 3,110 MFR 19.97 20.00 399 2.43 970 Park 7.39 N/A N/A N/A N/A Ponding Basin 20.00 N/A N/A N/A N/A Totals 238.06 1,422 4,080 (1) Per Fresno County Secured Roll Data (“County Secured Roll Data”) available as of the date of this report. (2) Reflects Average SFR Density and Average MFR density. (3) Equal to (Acres) x (Units per Acre). (4) For SFR, sourced from US Census Bureau. SFR density discounted by 20% and applied to MFR development category. Discount is estimated and subject to change. (5) Equal to (Unit Count) x (Residential Density). The 4,080 residents that will be added to the City’s existing residential population as a result of development within the Project Area represents an increase of approximately 0.74%. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 6 SECTION 3 | REVENUE ESTIMATE The City relies on various forms of revenues, with a majority of the City’s General Fund revenues deriving from property taxes, sales taxes, charges for service, and various other taxes and fees. The case study approach is used to determine the estimated property tax revenue generated for the City by projected future development within the Project Area, and the multiplier approach is used to allocate certain other types of revenue projected to be generated for the City. Property Tax Revenue Under California law, non-exempt property pays an ad valorem property tax equal to 1% of the assessed value of the property. Any additional voter-approved taxes or assessments will result in a total property tax rate burden that can exceed 1% of the property’s assessed value. The property tax revenue received from the 1% ad valorem property tax rate is then allocated to various overlapping public agencies based upon their authorized allocation for each Tax Rate Area (“TRA”). Across the TRAs comprising the Project Area, of the 1% ad valorem property tax collected from property within its boundaries, the City receives approximately 16.96%. RESIDENTIAL DEVELOPMENT Property is subject to the 1% ad valorem tax rate unless it can qualify for an exemption under existing California laws. Certain types of property that are granted this property tax exemption, also known as the Welfare Exemption (“Welfare Exemption”), include hospitals, universities, churches, affordable housing, and other nonprofits. If the Welfare Exemption is granted, the property will not be subject to the 1% ad valorem property tax. However, the property may still be subject to other assessments, taxes, and charges levied by local governments. Future SFR and MFR development within the Project Area is projected to be subject to the 1% ad valorem property tax rate. The Project Area is not expected to contain any Affordable Housing development which would be expected to qualify for the Welfare Exemption and thus be exempt from the 1% ad valorem property tax. To calculate the amount of property tax revenue projected to be generated for the City by future SFR and MFR development, the estimated value of each property type given market conditions at the time of this report are considered. This analysis assumes that all SFR units will be owner-occupied, apply, and qualify for a Homeowner Exemption which reduces the assessed value of each unit by $7,000. It is also assumed that all MFR units will be renter-occupied and ineligible to receive a Homeowner Exemption. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 7 TABLE 3. TOTAL FUTURE ASSESSED VALUE OF SFR AND MFR DEVELOPMENT Description SFR MFR Total Estimated Total Value per Unit (1) $399,000 $155,558 N/A Homeowner Exemption 7,000 - N/A Assessable Value per Unit (2) 392,000 155,558 N/A Unit Count (3) 1,023 399 1,422 Total Future Assessed Value (4) $401,016,000 $62,067,642 $463,083,642 (1) Value for SFR drawn from Zillow.com Home Value Index for the City. Value for MFR drawn from an analysis of the average assessed value per unit for MFR prepared by the City of Fresno as of March 2023. Figures reflect market conditions as of the date of this report and are subject to fluctuation. (2) Equal to (Estimated Total Value per Unit) – (Homeowner Exemption). (3) Identified in Table 2. (4) Equal to (Assessable Value per Unit) x (Unit Count). Undeveloped land zoned for residential use currently generates a level of property tax revenue for the City. For purposes of assigning current assessed value to property that will contain projected future SFR and MFR development, County Secured Roll Data was analyzed. The incremental assessed value of projected future SFR and MFR development within the Project Area is calculated in the following table. TABLE 4. INCREMENTAL ASSESSED VALUE OF FUTURE RESIDENTIAL DEVELOPMENT Description SFR MFR Total Total Future Development Assessed Value $401,016,000 $62,067,642 $463,083,642 Current Assessed Value (1) 8,180,817 342,356 8,523,173 Incremental Assessed Value (2) $392,835,183 $61,725,286 $454,560,469 (1) Per County Secured Roll Data. (2) Equal to (Total Future Development Assessed Value) - (Current Assessed Value). The amount of property tax revenue expected to be generated by future taxable residential development within the Project Area is calculated in the following table. TABLE 5. PROPERTY TAX GENERATED BY FUTURE RESIDENTIAL DEVELOPMENT Description SFR MFR Total Incremental Assessed Value $392,835,183 $61,725,286 $454,560,469 1% Ad Valorem $3,928,352 $617,253 $4,545,605 Property Tax Generated for City (1) $666,248 $104,686 $770,935 (1) Equal to (1% Ad Valorem) x (City share of 1% Ad Valorem, 1 6.96%). Property Tax in Lieu of Vehicle License Fee (“VLF”) Revenue Property tax in lieu of VLF is revenue the City receives in addition to the City’s share of ad valorem property tax revenues. In 2004, the California Legislature permanently reduced the VLF rate from 2.00% to 0.65% and compensated cities and counties for their revenue loss with a like amount of property taxes, dollar for dollar. A public agency’s property tax in lieu of VLF revenue allocation changes in proportion to the growth or decline in gross assessed valuation. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 8 Using total City assessed values detailed in the 2021 ACFR and property tax in lieu of VLF amounts received by the City, as confirmed by City staff, the ratio of property tax in lieu of VLF received by the City to the City’s gross assessed value is calculated in the following table. TABLE 6. PROPERTY TAX IN LIEU OF VLF RATIO Description Fiscal Year 2020/21 Value City Total Assessed Value (1) $38,558,581,315 VLF Revenue (2) 49,459,237 Property Tax in Lieu of VLF Ratio (3) 0.1283% (1) Per the 2021 ACFR. (2) Confirmed by City staff. (3) Equal to (VLF Revenue) / (City Total Assessed Value). The property tax in lieu of VLF ratio is applied to the incremental assessed value of projected future development within the Project Area to estimate the amount of property tax in lieu of VLF to be generated by said development. TABLE 7. PROPERTY TAX IN LIEU OF VLF REVENUE Description Incremental Assessed Value (1) Property Tax in Lieu of VLF Ratio Property Tax in Lieu of VLF Revenue (2) SFR $392,835,183 0.1283% $504,008 MFR 61,725,286 0.1283% 79,194 Totals $454,560,469 $583,201 (1) Identified in Table 4. (2) Equal to (Incremental Assessed Value) x (Property Tax in Lieu of VLF Ratio). Documentary Transfer Tax When property is sold, a documentary transfer tax is charged and distributed to the City and County. The documentary transfer tax is charged at a rate of $0.55 per $500 of assessed value, or $1.10 per $1,000 of assessed value. To determine the annual documentary transfer tax revenue, estimated property turnover rates are considered. This analysis assumes that SFR will turnover approximately every 13 years, resulting in an annual turnover rate of about 8%, and MFR units will turnover approximately every 20 years, resulting in an annual turnover rate of 5%. Utilizing the estimated incremental assessed value of projected future development and estimated annual turnover rates, the City’s share of the documentary transfer tax is calculated in the following table. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 9 TABLE 8. DOCUMENTARY TRANSFER TAX GENERATED BY FUTURE DEVELOPMENT Description SFR MFR Incremental Assessed Value $392,860,046 $61,725,286 Estimated Annual Turnover Rate (1) 8% 5% Annual Turnover Assessed Value (2) 31,428,804 3,086,264 Annual Turnover Assessed Value / $1,000 31,429 3,086 Documentary Transfer Tax Rate per $1,000 (3) 0.55 0.55 Documentary Transfer Tax Revenue $17,286 $1,697 (1) Source for SFR rate: “Latest Calculations Show Average Buyer Expected to Stay in Home 13 Years,” Economic and Housing Policy, National Association of Homebuilders. MFR rate estimated and subject to change. (2) Equal to (Incremental Assessed Value) x (Estimated Annual Turnover Rate). (3) $1.10 tax rate is split $0.55 to the County and $0.55 to the City. Sales Tax Revenue A sales tax is a tax levied on the sale, transfer, or exchange of a taxable item or service. A base sales tax of 7.25% is levied in California, and revenue generated from the sales tax is allocated to certain state and local jurisdictions. The City receives 1.00% of the base state sales tax rate. In addition to the base state sale tax, the County levies three additional taxes. A 0.50% sales tax is levied through Measure C. Measure C was originally passed by the County’s electorate in 1986 and extended for an additional 20 years in 2006. Unless renewed by the County’s electorate, Measure C is set to expire in 2027. A 0.10% sales tax is levied through Measure Z. Measure Z was originally passed in 2004, renewed in 2014, and unless renewed by the County’s electorate, is set to expire in 2025. A 0.125% sales tax is levied through Measure B. Measure B was originally passed in 1998, renewed in 2012, and unless renewed by the County’s electorate, is set to expire in 2029. The City levies an additional 0.375% transaction and use tax through Measure P which the City Council certified in 2021. The Measure P transaction and use tax is levied to generate funds for the City’s Clean and Safe Neighborhood Parks Account. Funds may only be used to: beautify streets, expand access to arts, service parks, recreation facilities, after-school facilities, walking/biking trails, and the San Joaquin River Parkway. This analysis seeks to focus solely on general revenue streams that will be consistently available to the City, therefore voter-approved taxes which expire such as the Measure C and Measure Z sales taxes, or are earmarked for specific uses such as the Measure P sales tax are excluded from consideration in this report. The sales tax rate used to project sales tax revenue for the City in this analysis is 1.00%. FUTURE RESIDENTS To determine the amount of sales tax revenue expected to be generated by the residential population that will result from projected residential development within the Project Area, estimated household incomes and the percentage of income spent on taxable retail sales per housing unit are considered. In 2021, the Joint Center for Housing Studies of Harvard University authored the 2021 State of the Nation’s Housing report (“Harvard Study”). As noted earlier in this report, it is assumed that future residents of MFR units will be renters rather than owners. The Harvard Study notes that many renters in the nation are City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 10 burdened by the cost of their rent. The study categorizes renters paying more than 30% of their income on rent as being moderately cost-burdened (“Moderately Cost Burdened”) and categorizes renters paying more than 50% of their income on rent as being severely cost-burdened (“Severely Cost Burdened”). Per the Harvard Study, in 2019 within Fresno Metro Area, approximately 24% of renters were Moderately Cost Burdened and 29% were Severely Cost Burdened, indicating that approximately 53% of all renters in the region experience some level of cost burden as a result of their rent. Thus, this analysis assumes that residents of future MFR units within the Project Area will need to allocate 35% of their incomes to rent, representing a rent cost burden greater than that defined by “Moderate” but lesser than that defined by “Severe.” as described in the Harvard Study. The projected household incomes within SFR and MFR units are calculated in the following table. TABLE 9. ESTIMATED TOTAL INCOMES PER SFR & MFR UNIT Description Value Estimated Annual Household Income per SFR Unit (1) $101,908 Monthly Rent per MFR Unit (2) 1,737 % of Income Dedicated to Rent (3) 35% Estimated Annual Household Income per MFR Unit $59,554 (1) 2022 average household income, per ESRI Demographic and Income Profile for the City of Fresno. (2) Equal to asking rent per MFR Unit per CoStar average of MFR developments constructed after January 2020. Value reflects market conditions as of the date of this report and is subject to fluctuation. (3) Estimated using rent cost burden data found within the Harvard Study. Subject to change. The estimated amount of sales tax revenue generated by residents of future SFR and MFR development are presented in the following table. TABLE 10. SALES TAX REVENUE GENERATED BY PROJECT AREA RESIDENTIAL POPULATION Description SFR MFR Estimated Annual Household Income per Unit (1) $101,908 $59,554 Unit Count (2) 1,023 399 % of Household Income Allocated to Taxable Retail Sales (3) 28% 37% % of Sales Projected to Occur Within City Boundaries (4) 70% 70% Sales Tax Revenue (5) $204,334 $61,544 (1) Identified in Table 9. (2) Identified in Table 2. (3) Sourced from reports authored by the firm ALH Urban and Regional Economics using data compiled by the United States Bureau of Labor Statistics. Percentages are estimated to apply to the Project Area as of the date of this report. Subject to change in response to market fluctuations or the availability of new data. (4) Estimated, subject to change. (5) Equal to (Estimated Annual Household Income per Unit) x (Unit Count) x (% of Household Income Allocated to Taxable Retail Sales) x (% of Sales Projected to Occur Within City Boundaries) x (1.00%) City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 11 Other City Revenue The City receives revenue from various other sources including fees, fines, penalties, charges for services, and other revenues (“Other Revenues”). For purposes of this analysis, revenues that are not considered include one-time building and planning permits, room taxes, interest from City investments, use of money and property, special project funds, grants, and inter/intragovernmental revenues. To account for increased Other Revenues associated with additional demand for public services, Other Revenues are allocated to projected development using the multiplier approach. However, development- induced increases in Other Revenues may not necessarily result in a direct 1:1 relationship increase in Other Revenues. For example, a 20% increase in the City’s residential population may not cause a 20% increase in Cannabis Revenues for the City. A portion of the City’s Other Revenues may increase marginally as a result of population increases. Therefore, to account for relationships between Other Revenues and population changes that are less than 1:1, City Other Revenues have been adjusted to conservatively estimate the impact of projected development on Other Revenues. Of note, Other Revenue adjustments are estimates based on the individual characteristics of projected development and industry-standard assumptions. The original budgeted expenditure amounts, the impact adjustment percentage, and the adjusted Other Revenue amounts are presented in the following table. Fiscal Year 2022/23 Other Revenues are sourced from the City’s Adopted Fiscal Year 2022 Budget (“2022 Budget”). TABLE 11. OTHER REVENUES Other Revenue Type (1) Fiscal Year 2022/23 Amount (2) Impact Adjustment Percentage (3) Adjusted Fiscal Year 2022/23 Amount (4) Business License $21,997,000 70% $15,397,900 Franchise Fees 15,646,000 75% 11,734,500 Charges for Current Services 40,037,000 70% 28,025,900 Cannabis 4,349,200 65% 2,826,980 Other Taxes & Fees 6,620,000 50% 3,310,000 Total $88,649,200 $61,295,280 (1) Room Tax, intergovernmental revenues, and intragovernmental governmental revenues excluded from consideration due to a low likelihood of revenue amounts changing materially in response to the Project Area development. (2) Per 2022 Budget. Other Taxes & Fees total includes All Other amount listed in 2022 Budget. (3) Values are estimated and subject to change. (4) Equal to (Fiscal Year 2022/23 Amount) x (Impact Adjustment Percentage). City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 12 Allocation of Other Revenues to Population Served Each City Other Revenue line item was categorized as corresponding to the residential and employee population, solely the residential population, or solely the employee population. The following table provides the persons served category for each of the recurring Other Revenue categories. TABLE 12. OTHER REVENUES ALLOCATION TO POPULATION BASE Description Population Base Business License Employees Franchise Fees Persons Served Charges for Current Services Persons Served Cannabis Persons Served Other Taxes & Fees Persons Served After adjusting the estimated Fiscal Year 2022/23 Other Revenues to account for relationships that are less than a 1:1 relationship, the total Other Revenue amount to be considered is approximately $61.2 million. This figure is used to determine what additional Other Revenue amounts the City can expect to receive as a result of projected development within the Project Area. It is assumed that current per capita revenue amounts will serve as the best indicator of future per capita revenue amounts, thus, to allocate Other Revenues to projected future development, the multiplier approach is utilized. Using the current City persons served population, Other Revenue per person served is calculated, as shown in the following table. TABLE 13. OTHER REVENUE PER PERSON SERVED Description (1) Adjusted Fiscal Year 2022/23 Amount (2) Current City Persons Served (3) Amount per Person Served (4) Franchise Fees $11,734,500 764,496 $15.35 Charges for Current Services 28,025,900 764,496 36.66 Cannabis 2,826,980 764,496 3.70 Other Taxes & Fees 3,310,000 764,496 4.33 Totals $45,897,380 $60.04 (1) Business License revenue excluded as no employees are expected to be generated by development within the Project Area. (2) Calculated in Table 11. (3) Identified in Table 1. (4) Equal to (Adjusted Fiscal Year 2022/23 Amount) / (Current City Persons Served). To determine the amount of Other Revenue allocated to projected residential development, the amount per person served calculated in the previous table is multiplied by the increase in persons served that will result from future development. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 13 TABLE 14. OTHER REVENUE GENERATED BY FUTURE DEVELOPMENT Description Project Area Increase in Persons Served (1) Amount per Person Served Other Revenue (2) Franchise Fees 4,080 $15.35 $62,625 Charges for Current Services 4,080 36.66 149,570 Cannabis 4,080 3.70 15,086 Other Taxes & Fees 4,080 4.33 17,665 Totals $60.04 $244,947 (1) Identified in Table 2. (2) Equal to (Project Area Increase in Persons Served) x (Amount per Person Served). Revenue Summary A summary of the total revenues examined in this report projected to be generated by future development within the Project Area is presented in the following tables. TABLE 15. TOTAL REVENUE SUMMARY Revenue Description Total Property Tax $770,935 Property Tax in Lieu of VLF 583,201 Documentary Transfer 18,982 Sales Tax 265,878 Other 244,947 Total $1,883,943 TABLE 16. TOTAL REVENUE SUMMARY BY FUTURE DEVELOPMENT TYPE Development Type Total SFR $1,578,587 MFR 305,356 Total $1,883,943 As noted in Section 1 of this report, the focus of this analysis is to determine the impact future development within the Project Area will have on the portion of the City’s Public Safety Operational Budget housed within its General Fund. Thus, the estimated portion of total revenues that may be allocated to the City’s Public Safety Operational Budget must be quantified. The 2022 Budget states that Public Safety comprises approximately 64% of all General Fund uses. Thus, to remain consistent with current City expenditures, this analysis assumes that only 64% of total revenues will be allocated to providing Public Safety services. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 14 TABLE 17. REVENUE ALLOCABLE TO PUBLIC SAFETY Revenue Description Total Property Tax $493,398 Property Tax in Lieu of VLF 373,249 Documentary Transfer 12,149 Sales Tax 170,162 Other 156,766 Total $1,205,724 TABLE 18. REVENUE ALLOCABLE TO PUBLIC SAFETY BY FUTURE DEVELOPMENT TYPE Development Type Total SFR $1,010,296 MFR 195,428 Total $1,205,724 City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 15 SECTION 4 | EXPENDITURES ESTIMATE The revenues identified in Section 3 of this report are intended to pay for recurring expenditures related to Public Safety services provided by the City. Current Public Safety Service Level Expenditures Future development will add residents and employees to the City’s existing population base. This residential and employee population increase will place additional demands on existing Public Safety services provided by the City. To account for increased expenditures associated with additional demand for Public Safety services, City expenditures are allocated to projected development within the Project Area using the multiplier approach. However, development-induced increases in demand for Public Safety services may not necessarily result in a direct 1:1 relationship increase in expenditures (i.e., there are some “step” functions). For example, a 20% increase in the City’s residential population may not cause a 20% increase in Police or Fire expenditures. A portion of the City’s expenditures are fixed or will increase incrementally as a result of population increases. Therefore, to account for relationships between Public Safety expenditures and population changes that are less than 1:1, City Public Safety expenditures have been adjusted to conservatively estimate the impact of projected development on the City’s Public Safety Operational Budget. Of note, expenditure adjustments are estimates based on the individual characteristics of projected development and industry-standard assumptions. The original budgeted expenditure amounts, the demand adjustment percentage, and adjusted expenditure amounts are presented in the following table. TABLE 19. CURRENT PUBLIC SAFETY SERVICE LEVEL EXPENDITURES Description Fiscal Year 2022/23 Expenditures (1) Demand Adjustment Percentage (2) Adjusted Fiscal Year 2022/23 Expenditures (3) Fire $75,290,500 95% $71,525,975 Police 194,538,900 95% 184,811,955 Totals $269,829,400 $256,337,930 (1) Per FY 2022 Budget. (2) Estimated; subject to change. (3) Equal to (Fiscal Year 2022/23 Expenditures) x (Demand Adjustment Percentage). After adjusting the estimated Fiscal Year 2022/23 Expenditures to account for relationships that are less than a 1:1 relationship, the total expenditure amount to be considered is approximately $256.3 million. This figure is used to determine the current service level expenditures per person served in the City, which in turn is used to calculate what additional current City expenditures will result from projected development. Allocation of Current Public Safety Service Level Expenditures to Population Served Public Safety expenditures are categorized as being tied to serving the residential and employee population, solely the residential population, or solely the employee population. The following table provides the persons served category for each of the recurring current Public Safety expenditure categories. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 16 TABLE 20. CURRENT PUBLIC SAFETY EXPENDITURES ALLOCATION TO POPULATION BASE Description Population Base Fire Persons Served Police Persons Served Current Public Safety Service Level Expenditures per Person Served Using the multiplier approach, the number of persons served within each expenditure category is applied to the corresponding adjusted expenditure line item to determine the allocable expenditure per person. The table below provides the current service level expenditures per person served for each of the listed expenditure categories. TABLE 21. CURRENT PUBLIC SAFETY SERVICE LEVEL EXPENDITURES PER PERSON SERVED Description Adjusted Fiscal Year 2022/23 Expenditures (1) Current City Persons Served (2) Amount per Person Served (3) Fire $71,525,975 764,496 $93.56 Police 184,811,955 764,496 241.74 Totals $256,337,930 $335.30 (1) Calculated in Table 19. (2) Identified in Table 1. (3) Equal to (Adjusted Fiscal Year 2022/23 Expenditures) / (Current City Persons Served). To determine the amount of current service level expenditures allocated to projected development within the Project Area, the amount per person served calculated in the previous table is multiplied by the increase in persons served that will result from future development. TABLE 22. CURRENT PUBLIC SAFETY SERVICE LEVEL EXPENDITURES GENERATED BY FUTURE DEVELOPMENT Description Increase in Persons Served (1) Amount per Person Served Current Expenditures (2) Fire 4,080 $93.56 $381,724 Police 4,080 241.74 986,314 Totals $335.30 $1,368,037 (1) Identified in Table 2. (2) Equal to (Increase in Persons Served) x (Amount per Person Served). Total Expenditures Summary Projected residential will cause the City to incur additional various forms of expenditures to provide Public Safety services to its current and future populations. A summary of the expenditures projected to be generated by future development is presented in the following tables. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 17 TABLE 23. EXPENDITURES SUMMARY Description Total Current Public Safety Service Level Expenditures $1,368,037 Total $1,368,037 TABLE 24. EXPENDITURES SUMMARY BY FUTURE DEVELOPMENT TYPE Development Type Total SFR $1,042,793 MFR 325,244 Total $1,368,037 City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 18 SECTION 5 | FISCAL IMPACT Based on the estimated total revenue calculated in Section 3 and the estimated total expenditures calculated in Section 4, there is a net negative fiscal impact as a result of projected future development within the Project Area. The table below sets forth the total anticipated negative fiscal impact. TABLE 25. ANNUAL FISCAL IMPACT Description Value Total City Revenues $1,205,724 Total City Expenditures (1,368,037) City Positive / (Negative) Fiscal Impact ($162,314) The fiscal impact future development is projected to have on the City’s Public Safety Operational Budget is presented in the following table. TABLE 26. FISCAL IMPACT BY DEVELOPMENT TYPE Development Type Revenues Expenditures Fiscal Impact SFR $1,010,296 ($1,042,793) ($32,498) Negative MFR 195,428 (325,244) (129,816) Negative Total $1,205,724 ($1,368,037) ($162,314) The net fiscal impact identified in this section is based on revenues and expenditures projected to be generated by future development within the Project Area. Revenues generated through Community Facilities District special tax rates proposed through this report must and can only be used to finance eligible services, as detailed in Section 6 of this report. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 19 SECTION 6 | FISCAL IMPACT FUNDING OPTIONS To mitigate the negative fiscal impacts identified in Section 5 of this report, the City should consider the establishment of a special financing district (“SFD”), which could include a special tax or a special assessment. Since the City’s negative fiscal impacts are attributable to the provision of general services, a special assessment may not be the most appropriate funding option for the City to mitigate those impacts. Special assessments require the identification and separation of general and special benefits. Special benefits can be assessed to property, but all general benefits must be funded by sources other than the special assessments. Therefore, a special assessment would not entirely alleviate the identified negative fiscal impacts. Alternatively, the City could implement a special tax. Community Facilities Districts A Community Facilities District (“CFD”), also referred to as a Mello-Roos District, is a type of SFD that is established via the Mello-Roos Community Facilities District Act of 1982 (“1982 Act”). Through the levy and collection of a special tax, CFDs provide funding for authorized public improvements and/or public services. The CFD’s Rate and Method of Apportionment includes procedures for identifying and classifying property within the CFD, establishing the initial maximum special tax rates, and the formula for calculating the annual special tax and assigning the special tax to taxable property within the CFD. Since a CFD authorizes the levy and collection of a special tax as opposed to a special assessment, there is no requirement to make a finding of special benefit for the property subject to the special tax. However, the special tax should be based on a benefit received by property, the cost of providing the facilities or services, or some other reasonable basis for assigning the special tax, as determined by the relevant legislative body. To establish a CFD, the 1982 Act requires two-thirds approval of the registered voters, residing within the proposed CFD boundary, voting in the special tax election. If there are less than 12 registered voters within the proposed CFD boundaries, then a landowner special tax election can take place. In the case of a landowner special tax election, a two-thirds approval is still required, and each landowner receives one vote per acre or portion of an acre of land owned. It should be noted that if a CFD is approved via a landowner special tax election, the CFD is only authorized to fund additional services. In Building Industry Association of the Bay Area v. City of San Ramon, the California Appellate Court held that a landowner- approved CFD can only fund the increase in demand for pre-existing services, so long as the special tax revenue is not available for general government purposes. The additional services funded by the CFD shall not replace services already available and provided within the boundaries of the CFD. Furthermore, special tax revenue generated from the CFD can only be used to fund the authorized public services outlined in the 1982 Act. CFD authorized public services include fire protection and park maintenance/lighting services. It should be noted that any CFD formed by the City, as well as any potential annexations to that CFD, would be approved by a landowner special tax election, as new development projects would be required to participate in the CFD as a condition of approval. FUTURE DEVELOPMENT SPECIFIC COSTS In addition to using a CFD to mitigate the negative fiscal impacts of future development, the CFD can also fund authorized CFD services that are intended to provide an enhanced level of service or services that are unique to future development. These services would be in addition to any identified negative fiscal impacts City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 20 placed upon the City in providing existing levels of public services. Funding for any enhanced and/or additional recurring public service costs, including repairs and replacements, reserves and administration can be accomplished through a CFD. BENEFITS TO THE CITY Through the formation of a CFD, the City can establish an ongoing funding source that mitigates negative fiscal impacts created by future residential and non-residential development, as well as provide funding for new or enhanced services within the City. To keep pace with changing costs, the CFD’s maximum special tax rate can include an annual escalation factor based on an annual fixed amount or tied to a specific inflation index. Furthermore, the CFD special tax can be established without a sunset date so that the CFD special tax can be levied in perpetuity or until voters choose to end it. CFD Special Tax Recommendation For the City to continue to provide vital public services to its population base as it continues to grow, the City must ensure that developing property pays their fair share of any additional financial burdens placed upon the City’s operational budget, including the cost of additional services required because of such development. To mitigate the negative fiscal impacts identified in Section 5 of this report, the City should consider establishing a CFD. The levy and collection of the special tax could generate sufficient revenue to offset the negative fiscal impacts to the City. Furthermore, a CFD provides the flexibility to generate additional revenue to fund any enhanced or new project specific costs desired by future development. The CFD’s Rate and Method of Apportionment establishes the special tax formula and sets the initial maximum special tax rates. A benefit of a CFD is that it allows for a great deal of flexibility in structuring the special tax formula so that the formula and maximum special tax rates best fit and accomplish specific needs. In this case, the CFD special tax rates could be sized to recover the annual negative fiscal impact of development, recover ongoing administrative costs related to the CFD, and could be structured to create both residential special tax rates and non-residential special tax rates. CFD SPECIAL TAX RATES Based on the overall fiscal impact resulting from projected future SFR and MFR development, the proposed annual base CFD special tax rates for Public Safety services are provided in the following table for consideration by the City. TABLE 27. PROPOSED CFD SPECIAL TAX RATES Development Type CFD Special Tax Rates (1) Per Rate as % of Value per Unit (2) Average Current Effective Tax Rate (3) Combined Tax Rate (4) SFR $164 Unit 0.04% 1.23% 1.28% MFR 112 Unit 0.07% 1.25% 1.32% (1) Rates for services portion; includes $15 for CFD administration costs. (2) Taxable value per SFR unit projected to be $392,000. Value per MFR unit projected to be $106,032. (3) Calculated using the Fiscal Year 2021/22 tax bills of existing residential development. Includes estimated fixed charges. (4) Equal to (Rate as % of the Value per Unit) + (Average Current Effective Tax Rate). Any discrepancies due to the rounding of decimals. City of Fresno Fiscal Impact Analysis of West Area Neighborhoods Project Area Residential Development 21 The CFD special tax rates presented in Tables 27 would represent initial CFD maximum special tax rates to mitigate the identified negative fiscal impacts, as well as the added costs for administering the CFD. Furthermore, the CFD would be structured to include a special tax escalation factor, which would allow for an annual increase to the initial CFD maximum special tax rates. While the CFD maximum special tax rates would increase on an annual basis, the City is not required to levy the special tax at the CFD maximum special tax rates each year. To meet the CFD annual special tax requirement and fund authorized services and administrative costs, the City has the flexibility to levy a CFD special tax amount that is less than or equal to the CFD maximum special tax. Tentative Tract Map 6366 and CFD 18 •Formation of CFD 18 and annexation of Fanucchi properties •Map provided was non-specific on future annexation area CFD 18 Formation Project Area Description The Project Area development will consist of approximately 238 acres of land generally located north of West Shields Ave, east of N. Bryan Ave, south of W Ashlan Ave, and west of North Polk Ave. The parcels compromising the project area development are highlighted in the following graphic. Fanucchi Property Fanucchi Property 6366- Project Location *Delivered to BIA on 9/25/2023 •6366 has been annexed since 2007 •Environmental studies have shown no significant impact to public services •Tract 6366 will generate enough property tax to provide public safety services with positive net revenue •6366 is proposed as a single-family, for rent neighborhood Tract 6366 Environmental Findings for 6366 Source: Bliss Ave. Plan Amendment Initial Study/Negative Declaration, certified December 2021 6366 Fiscal Analysis Avg. Sale Price $513,170.43 of New Home Sales Old Republic Title Company •$11,644: 2023 CFD 18 Cost to 6366 •Exponential impact for rental properties when seeking financing •Net Operating Income (NOI) Capitalization Rate CFD 18 and Rental Units = Value $11,644 .05 (Typical 5% Cap)= $232,880 Quote from Richard Ginder, Fresno Apartment Builder for 40 years: 1.Apply CFD 18 to new annexations only 2.Exempt rental projects from CFD 18 3.Implement the program for projects that do not pay for themselves CFD 18 Implementation Recommendations •Approval without CFD 18 condition •6366 meets all three criteria •Finding can be made that public services will be provided 6366 Request “My hesitation on this is people are already paying taxes that are supposed to fund public safety. This would be an additional tax of new development homeowners which would essentially be double taxing because we have an unfavorable tax sharing agreement in some of these areas.” 10/20/2022 Councilman Gary Bredefeld: “If this did not pass would those areas not be developed?” Andy Benelli: “That would be a decision by the council… it is the future annexations that could possibly not be approved.” 10/20/2022 Fire Heat Map of Fresno 6366- Project Location 6366- Project Location 6366- Project Location *Delivered to BIA on 9/25/2023 •This is a double taxation on new properties that could get litigated •City did not provide the math to everyone last year, and math uses incorrect data •If you change the policy, adopt an ordinance that clearly notifies all property owners affected •Vacant land pays property taxes in city limits, where are those funds? CFD-18 Items to Consider •Regulatory costs account for 40% of MF development costs •53% of Fresno apartment hunters looked for homes outside the metro area in 2022 •CFD-18 will drive up rents at all rental properties affected CFD-18 Affects Rental Units City’s Updated Numbers as of 9/25/2023 City’s CFD-18 Math CFD-18 Numbers NBS Study w/ FY2022 Budget Figures BIA Proposed Income & Home Values, w/ City FY2024 Public Safety Expenses Average Single Family Home Value $399,000 $503,476 Homeowner Exemption $7,000 $7,000 Average Assessed Value $392,000 $496,476 Estimated Household Income per SFR Unit $101,908 $150,000 Total City Revenues for Case Study Project (4,080 New Residents)$1,205,724 $1,523,378 Fire Dept. Expenditures $75,290,500 $101,616,000 +35% Police Dept. Expenditures $194,538,900 $260,364,200 +34% Demand Adjustment Percentage 95%95% Adjusted Fire Expenditures (95%)$71,525,975 $96,535,200 +35% Adjusted Police Expenditures (95%)$184,811,955 $247,345,990 +34% Residential Population Served 552,238 557,760 1% Added Employee Population Served 424,515 428,760 1% Added Current Persons Served (Residential + 50% Employees)764,496 772,140 Amount per Person Served (Fire)$93.56 $125.02 Amount per Person Served (Police)$241.74 $320.34 Total City Expenditures for the Case Study Project ($1,368,037)($1,817,069) Net Fiscal Impact ($162,314)($293,691) CFD Special Tax Required per Single Family Home $164/year $296/year How did the city arrive at these dollars? Grant dollars should be excluded City’s NBS Study on FY 2022 Budget Numbers Actual FY 2022 General Fund Line Item Numbers City Used These Numbers for Updated CFD-18 Actual General Fund $ that should have been used for CFD-18 Police Budget $194,538,900 $187,749,426 $260,364,200 $244,316,400 (-$16,047,800) Fire Budget $75,290,500 $75,290,500 $101,616,000 $85,609,400 (-$16,006,600) FY 2022 FY 2024 City’s Population Numbers are Incorrect 2022 Population Chart 2024 Population Chart (Based on 2022 Calcs) 2024 Population Projections City's Numbers Actual Numbers Current residential population (1% escalator)557,760 557,760 Current employee population (5% escalator)428,760 445,741 Adjusted employee population (50% of employee population)214,380 222,870 Current persons served (Resident Pop. + Adjusted Employee Pop.) 772,140 780,630 CFD-18 Numbers Comparison •If city is adjusting numbers for police and fire for new construction to pay, then builders should have a seat at the negotiation table •$13 million of grant funding not included in city’s calculations 1.Apply CFD 18 to new annexations only 2.Exempt rental projects from CFD 18 3.Implement the program for projects that do not pay for themselves CFD 18 Implementation Recommendations •Approval without CFD 18 condition •6366 meets all three criteria •Finding can be made that public services will be provided 6366 Request City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1413 Agenda Date:9/28/2023 Agenda #: 5.-A. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: 1 potential case City of Fresno Printed on 9/21/2023Page 1 of 1 powered by Legistar™ 9/28/2023 NO REPORTABLE ITEMS