Agenda packet — Clovis City Council, July 1, 2024

July 01, 2024 - 1 - 4:55 PM A G E N D A • C I T Y C O U N C I L M E E T I N G

July 1, 2024 6:00 PM Council Chamber

In compliance with the Americans with Disabilities Act, if you need special assistance to access the City Council Chamber to participate at this meeting, please contact the City Clerk or General Services Director at (559) 324 -2060 (TTY – 711). Notificatio n 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the Council Chamber.

The Clovis City Council meetings are open to the public at the physical address listed above. There are numerous ways to participate in the City Council meetings: you are able to attend in person; you may submit written comments as described below; and you may view the meeting which is webcast and accessed at www.cityofclovis.com/agendas.

Written Comments

 Members of the public are encouraged to submit written comments at:
www.cityofclovis.com/agendas at least two (2) hours before the meeting (4:00 p.m.). You will be prompted to provide:

 Council Meeting Date
 Item Number
 Name
 Email
 Comment

 Please submit a separate form for each item you are commenting on.

 A copy of your written comment will be provided to the City Council noting the item number.

If you wish to make a verbal comment, please see instructions below.

 Please be aware that any written comments received that do not specify a particular agenda item will be marked for the general public comment portion of the agenda.

 If a written comment is received after 4:00 p.m. on the day of the meeting, efforts will be made to provide the comment to the City Council during the meeting. However, staff cannot guarantee that written comments received after 4:00 p.m. will be provided to City Council during the meeting. All written comments received prior to the end of the meeting will be made part of the record of proceedings.

Council Chamber, 1033 Fifth Street, Clovis, CA 93612 (559) 324-2060 www.cityofclovis.com
1 July 01, 2024 - 2 - 4:55 PM

CALL TO ORDER

FLAG SALUTE - Councilmember Basgall

ROLL CALL

PRESENTATIONS/PROCLAMATIONS

1. Update on the Alisa Ann Ruch Burn Foundation Champ Camp support from the Clovis Fire Department and the Annual Cops and Kids Sports Camp sponsored by the Clovis Police Department and Recreation.

PUBLIC COMMENTS - This is an opportunity for the members of the public to address the City Council on any matter within the City Council’s jurisdiction that is not listed on the Agenda. In order for everyone to be heard, please limit your comments to 3 minutes or less, or 10 minutes per topic. Anyone wishing to be placed on the Agenda for a specific topic should contact the City Manager’s office and submit correspondence at least 10 days before the desired date of appearance.

ORDINANCES AND RESOLUTIONS - With respect to the approval of resolutions and ordinances , the reading of the title shall be deemed a motion to waive a reading of the complete resolution or ordinance and unless there is a request by a Councilmember that the resolution or ordinance be read in full, further reading of the resolution or ordinance shall be deemed waived by unanimous consent of the Council.

CONSENT CALENDAR - Items considered routine in nature are to be placed upon the Consent Calendar. They will all be considered and voted upon in one vote as one item unless a Councilmember requests individual consideration. A Councilmember’s vote in favor of the Consent Calendar is considered and recorded as a separate affirmative vote in favor of each action listed. Motions in favor of adoption of the Consent Calendar are deemed to include a m otion to waive the reading of any ordinance or resolution on the Consent Calendar. For adoption of ordinances, only those that have received a unanimous vote upon introduction are considered Consent items.

2. Administration - Approval - Minutes from the June 17, 2024, Council Meeting.

3. Administration - Approval – Authorize the City Manager to enter into an agreement with the Jamison Family Community Property Trust for the lease of 1625 Shaw Ave., Suites 101 & 103, for approximately $205,000 per year.

4. Administration - Approval – Waive Normal Purchasing Process and approve the purchase of replacement desktop computers and servers using competitively bid contracts with purchasing provisions for California State and Local government agencies.

5. Administration - Approval - Authorize the renewal of the next generation antivirus software subscription from the Center for Internet Security (CIS) in the amount of $72,105.00 per year for three years.

6. Administration – Approval – Authorize the Mayor to enter into a non -binding agreement, adding Clovis to a list of regional partners seeking to attract companies and jobs associated with the semiconductor industry.

7. General Services - Approval – Res. 24-___, Approving a Side Letter Agreement with the Transit Employees Bargaining Unit (TEBU) to Include Part -Time/Extra-Help Bus Drivers and Part-Time/Extra-Help Van Drivers; and Authorizing the City Manager to Execute the Agreement.
2 July 01, 2024 - 3 - 4:55 PM

8. General Services – Approval - Reallocation of Capital Improvement Program Funds for Senior Center Tenant Improvements.

9. General Services – Approval - Claim Rejection of the General Liability Claim on behalf of Natilidawn Gonzales.

10. Planning and Development Services – Approval – Final Acceptance for CIP 24-03 ADA Curb Return Ramps 2024 – T2.

11. Planning and Development Se rvices – Approval – Final Acceptance for Tract 6245, located at the northeast corner of Ashlan and Locan Avenues (Wilson Premier Homes).

12. Public Utilities – Approval – Waive Formal Bidding Procedures and Authorize the City Manager to Execute a Contract with HF&H Consultants, LLC to Assist in the Preparation and Evaluation of a Request for Proposals for Recycling and Organics Collection Services for the Base amount of $59,980.

COUNCIL ITEMS

13. Consider Approval - City of Clovis Youth Commission Bylaws.

Staff: Chad McCollum, Econ. Development, Housing and Comm. Director / Noor Riar, Co-Chair / Eli Pugliese, Co-Chair
Recommendation: Approve

14. Consider – Update and Recommendations from the Historic Preservation Committee.

Staff: John Holt, City Manager
Recommendation: Consider Update and Provide Direction

ADMINISTRATIVE ITEMS - Administrative Items are matters on the regular City Council Agenda other than Public Hearings.

15. Receive and File - Summary of additional stakeholder meetings relating to Development Impact Fees for Fiscal Year 2024-2025.

Staff: Sean Smith, Supervising Civil Engineer
Recommendation: Receive and File

16. Consider Adoption - Ord. 24-10, OA 2024-001, A request to amend the Development Code to modify the description R-2 (Medium-High Density Residential) Zone District to increase the maximum density from 15 to 20 dwelling units per acre) and to modify the R-3 (Multi-Family Residential, High Density) Zone District to increase the minimum density from 15.1 to 20.1 units per acre. (Vote 4-0-1 with Councilmember Bessinger absent)

Staff: Briana Parra, City Clerk
Recommendation: Adopt

17. Consider Approval – Cost-of-Living Increase and Updated Salary S chedule for Executive Management Employees.

Staff: Shonna Halterman, General Services Director
Recommendation: Approve

3 July 01, 2024 - 4 - 4:55 PM PUBLIC HEARINGS - A public hearing is an open consideration within a regular or special meeting of the City Council, for which special notice has been given and may be required. When a public hearing is continued, noticing of the adjourned item is required as per Government Code 54955.1.

18. Consider items associated with fees under the Planning and Development Services Department and find that the project is exempt from further environmental review under Section 15061(b)(3) of the California Environmental Quality Act Guidelines. City of Clovis, applicant.

a. Consider Approval - Res. 24-___, A request to approve a resolution amending Plan Check, Inspection Services, Encroachment Permits, and Community Investment Program Rates.

b. Consider Approval - Res. 24 -___, A request to approve the 2024 City of Clovis Planning Division fee schedule.

Staff: Sean Smith, Supervising Civil Engineer / George González, Senior Planner Recommendation: Approve

CITY MANAGER COMMENTS

COUNCIL COMMENTS

CLOSED SESSION - A “closed door” (not public) City Council meeting, allowed by State law, for consideration of pending legal matters and certain matters related to personnel and real estate transactions.

19. Government Code Section 54956.9(d)(1)
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Case Name: Desiree Martinez v. City of Clovis, et al., Case No. F082914

20. Government Code Section 54956.9(d)(1)
CONFERNECE WITH LEGAL COUNSEL - EXISTING LITIGATION IN RE: National Prescription Opiate Litigation; U.S. District Court, N.D. Ohio, Eastern Division; Case No.1:17-MD-2804.

21. Government Code Section 54957

PUBLIC EMPLOYEE APPOINTMENT/EMPLOYMENT
Title: City Manager

RECONVENE INTO OPEN SESSION AND REPORT FROM CLOSED SESSION

ADJOURNMENT

FUTURE MEETINGS

Regular City Council Meetings are held at 6:00 P.M. in the Council Chamber. The following are future meeting dates:

July 2 - Aug. 4 Summer Recess
August 5, 2024 (Mon.)
August 12, 2024 (Mon.)
August 19, 2024 (Mon.)
4 PRELIMINARY - SUBJECT TO APPROVAL

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CLOVIS CITY COUNCIL MEETING

June 17, 2024 6:00 P.M. Council Chamber

Meeting called to order by Mayor Ashbeck at 6:01
Flag Salute led by Councilmember Pearce

Roll Call: Present: Councilmembers, Basgall, Mouanoutoua, Pearce Mayor Ashbeck

Absent: Councilmember Bessinger

PUBLIC COMMENTS – 6:02

Mayor Ashbeck congratulated Clovis East alum Bryson DeChambeau, a professional golfer, on his recent victory of the 2nd U.S. Open.

Manjot “Moe” Singh, resident, spoke regarding concerns for his smog shop.

Rav Singh, resident, addressed the recently adopted Tabacco license ordinance and requested an additional 30-day extension for those businesses that were not noticed.

CONSENT CALENDAR – 6:15

Motion by Councilmember Basgall, seconded by Councilmember Mouanoutoua, that the items on the Consent Calendar be approved, including the waiver of the reading of the ordinance. Motion carried 4-0-1 with Councilmember Bessinger absent.

1. Administration - Approved - Minutes from the June 10, 2024, Council Meeting.

2. Administration - Adopted - Ord. 24-09, Amending Various Sections of the Municipal Code Relating to Development Fees. (Vote: 5-0)

3. Finance – Received and Filed – Investment Report for the Month of February 2024.

4. Finance – Received and Filed – Treasurer’s Report for the Month of February 2024.

5. General Services – Approval – Res. 24 -72, Adopting the FY 2024 -25 Consolidated Transportation Service Agency (CTSA) Operations and Program Budget (OPB) for Round Up Transit Services.

6. General Services – Authorize the City Manager to Approve a Reinstated Full -Time Public Safety Dispatcher at Step 4 of the Salary Range with an Effective Date of April 1, 2024.

7. Planning and Development Services – Approval – Consultant List from which Professional Consultants may be selected for Fiscal Year 2024-2025.

8. Public Utilities - Approval – Res. 24-73, Authorize the Submittal of an Application Under the San Joaquin Valley Air Pollution Control District (SJVAPCD) Public Benefit Program - New Alternative Fuel Vehicle Purchase and Authorize the City Manager to be the Contract Authority; Approval – Waive Formal Bidding Requirements and Authorize the Purchase of a 2024 Chevrolet Silverado 3WT EV Crew Cab from Hedricks Chevrolet in the Amount of $68,940.

5 AGENDA ITEM NO. 2.

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ADMINISTRATIVE ITEMS – 6:16

6:16 ITEM 9 - CONSIDER POLICY DIRE CTION ON A REQUEST F OR 18 RURAL COUNTY RESIDENTS SEEKING ANNEXATION (APPROXIMATELY 38 ACRES) TO THE CITY OF

CLOVIS FOR PROPERTIES LOCATED NEAR THE SOUTHEAST CORNER OF PERRIN ROAD AND N. SUNNYSID E AVENUE. QUAIL RUN 18 ASSOCIATION, APPL ICANT; RICH WATHEN AND JARED CALLISTER, REPRESENTATIVES.

Due to a campaign contribution received, Mayor Ashbeck recused herself from the above item.

Richard Wathen, resident, discussed the implications of the proposed annexation and its potential impact on 18 homes within the area.

Motion for approval by Councilmember Basgall, seconded by Councilmember Pearce.

Motion carried 3-0-1-1 with Councilmember Bessinger absent and Mayor Ashbeck recusing.

PUBLIC HEARINGS – 6:40

6:40 ITEM 10 - CONDUCT A PUBLIC HEARING AND CONSIDER APPROVAL - RES. 24-74,

A RESOLUTION DECLARING THE RESULTS OF THE PROPERTY OWNER PROTEST BALLOTING PROCEEDING S AND APPROVING THE ENGINEER’S REPORT FO R ASSESSMENT DISTRICT 95-1 (BLACKHORSE EST ATES) CONFIRMING THE ASSESSMENTS FOR THE 2024-25 FISCAL YEAR.

Frank Stafford, a resident, spoke in support and provided staff with a $5,550 check that represents the amount of the budget deficit for Fiscal Year 2023-2024.

6:47 – Mayor Ashbeck directed City Clerk Parra to tabulate the ballots and adjourned the meeting to a recess.

7:03 – Mayor Ashbeck called the meeting to back to order and City Clerk Parra announced the results.

For the Blackhorse Estates Benefit Area 1 property owner protest, a total of 36 ballots were received with 2 incomplete ballots not counted. Of the 34 ballots counted, there were 32 ballots voting in support and 2 ballots voting in opposition. The preliminary results showed that the proposed increase did pass.

Motion for approval by Councilmember Pearce, seconded by Councilmember Basgall.

Motion carried 4-0-1 with Councilmember Bessinger absent.

6 AGENDA ITEM NO. 2.

PRELIMINARY - SUBJECT TO APPROVAL

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7:05 ITEM 11 - CONSIDER ITEMS ASSOCIATED WITH MODIFICATIONS TO THE EXISTING

DENSITY RANGES FOR MULTIFAMILY HOUSING IN THE GENERAL PLAN AND DEVELOPMENT CODE. CITY OF CLOVIS, APPLICANT.

11A - CONSIDER APPROVAL – RES. 24-75, GPA 2024 -002, A REQUEST TO AMEND

THE GENERAL PLAN TO MODIFY THE DESCRIPTION MH (MEDIUM-HIGH DENSITY

RESIDENTIAL) LAND US E DESIGNATION TO INCRE ASE THE MAXIMUM DENS ITY FROM 15 TO 20 DWELLI NG UNITS PER ACRE AN D TO MODIFY THE H (H IGH

DENSITY RESIDENTIAL) LAND USE DESIGNATIO N TO INCREASE THE MI NIMUM DENSITY FROM 15.1 TO 20.1 DWELLING UNITS PER ACRE.

Upon call, there was no public comment.

Motion for approval by Councilmember Basgall, seconded by Councilmember Pearce.

Motion carried 4-0-1 with Councilmember Bessinger absent.

11B - CONSIDER INTRO DUCTION – ORD. 24 -10, OA 2024 -001, A REQ UEST TO AMEND THE DEVELOPMENT CODE MODIFY THE DESCRIPTION R-2 (MEDIUM-HIGH

DENSITY RESIDENTIAL) ZONE DISTRICT TO IN CREASE THE MAXIMUM D ENSITY FROM 15 TO 20 DWELLI NG UNITS PER ACRE) A ND TO MODIFY THE R -3 (MULTI-

FAMILY RESIDENTIAL, HIGH D ENSITY) ZONE DISTRIC T TO INCREASE THE MINIMUM DENSITY FROM 15.1 TO 20.1 UNITS PER ACRE.

Motion for approval by Councilmember Basgall, seconded by Councilmember Pearce.

Motion carried 4-0-1 with Councilmember Bessinger absent.

7:12 ITEM 12 - CONSIDER APPROVAL – RES. 24 -76, APPROVING VARIOUS ACTIONS REQUIRED TO CONDUCT THE NOVEMBER 5, 2024 , GENERAL MUNICIPAL ELECTION:

Upon call, there was no public comment.

Motion for approval by Councilmember Pearce, seconded by Councilmember Mouanoutoua. Motion carried 4-0-1 with Councilmember Bessinger absent.

12A - CALLING AND GIVI NG NOTICE OF THE NOV EMBER 5, 2024, GENER AL MUNICIPAL ELECTION F OR THE PURPOSE OF EL ECTING TWO (2) MEMBE RS OF THE CITY COUNCIL FOR THE TERMS OF FOUR ( 4) YEARS THROUGH NOV EMBER 2028; AND

Motion for approval by Councilmember Pearce, seconded by Councilmember Mouanoutoua. Motion carried 4-0-1 with Councilmember Bessinger absent.

7 AGENDA ITEM NO. 2.

PRELIMINARY - SUBJECT TO APPROVAL

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12B - REQUESTING TO CONSOLIDATE THE GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL ELECTION; AND AUTHORIZING THE FRESNO COUNTY ELECTIONS DIVISION TO CONDUCT THE NOVEMBER 5, 2024, ELECTION; AND

Motion for approval by Councilmember Pearce, seconded by Councilmember Mouanoutoua. Motion carried 4-0-1 with Councilmember Bessinger absent.

12C - ESTABLISHING CONDITI ONS FOR THE FILING O F CANDIDATES’ STATEMENTS.

Motion for approval by Councilmember Pearce, seconded by Councilmember Mouanoutoua. Motion carried 4-0-1 with Councilmember Bessinger absent.

CITY MANAGER COMMENTS – 7:17

There were no comments provided.

COUNCIL COMMENTS – 7:18

The Council requested an update on the General Plan Advisory Committee status to inform interested community members.

The Council addressed concerns about electric vehicles, gol f carts, and motorized bicycles on trails.

CLOSED SESSION – 7:24

ITEM 13 - GOVERNMENT CODE SECT ION 54956.9(D)(1) CONFERENCE WITH LEG AL COUNSEL – EXISTING LITIGATION CASE NAME: DESIREE MARTINEZ V. CITY OF CLOVIS, ET AL., CASE NO. F082914
RECONVENE INTO OPEN SESSION AND REPORT FROM CLOSED SESSION – 7:35 No action taken.

ADJOURNMENT

Mayor Ashbeck adjourned the meeting of the Council to July 1, 2024.

Meeting adjourned: 7:35 p.m.

______________________________ ________________________________ Mayor City Clerk
8 AGENDA ITEM NO. 2.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Administration - Approval – Authorize the City Manager to enter into an agreement with the Jamison Family Community Property Trust for the lease of 1625 Shaw Ave., Suites 101 & 103, for approximately $205,000 per year.

ATTACHMENTS: 1. Proposed Lease Agreement

CONFLICT OF INTEREST
Councilmembers should consider recusal if a campaign contribution exceeding $250 has been received from the project proponent (developer, applicant, agent, and/or participants) within the preceding 12 months (Government Code 84308).

RECOMMENDATION
For the City Council to authorize the City Manager to enter into an agreement with Jamison Family Community Property Trust for the lease of 1625 Shaw Ave., Suites 101 & 103.

EXECUTIVE SUMMARY
In June of 2023 , City Council authorized a lease for 1625 Shaw, Suite 101 for the Information Technology Division. This initial term of the lease expires in June of 2025 with extensions available. The adjacent 3,370 square foot suite has become available and has been id entified as an ideal space for the Personnel and Risk Management Division. Leasing this space would mean the City is the sole lessor of 1625 Shaw Ave for a total of 8,448 square feet. A very competitive lease has been negotiated for the entirety of the b uilding for a five-year period with options for an extension for approximately $205,000 per year plus common area charges. The base rent will increase approximately 2.5% per year over the five -year lease. Staff is recommending that Council authorize the City Manager to enter in the lease agreement for this office space.

BACKGROUND
In June of 2023 City Council authorized a lease for 1625 Shaw, Suite 101 for the Information Technology Division, staff occupied the space in July of 2023. The current lease expires in June of 2025 with extensions available. The space has been ideal for the Information Technology 9 AGENDA ITEM NO. 3.

Division and has been a cost-effective means of providing high-quality and necessary office space. In addition the Information Technology Division staff have had a good experience in the leased space for the past year.

The adjacent 3,370 square foot suite has become available and has been identified as an ideal space for the Personnel and Risk Management Division. City Hall is beyond capacity at this time.

The Personnel and Risk Management Division is an ideal fit for the space and would allow the Economic Development, Housing, and Communications team to move from the Administration office into the current Personnel and Risk Management office. This wo uld also create several new meeting and/or break rooms and provide a small amount of extra room for future staff. Being adjacent to the Information Technology Division is also ideal as the City has infrastructure in place at the 1625 Shaw building as this leverages that infrastructure.

Leasing this space would mean the City is the sole lessor of 1625 Shaw Ave for a total of 8,448 square feet. A very competitive lease has been negotiated for the entirety of the building for a five-year period with options for an extension. Staff is recommending that Council authorize the City Manager to enter in the lease agreement for this office space.

The office location at 1625 Shaw Avenue, Suites 101 & 103, meets the City’s needs. The initial lease agreement is for five years with five optional one -year renewals. That should provide sufficient time to develop a plan for a more suitable and permanent space for both Divisions here on the City Hall campus area. Staff is recommending that Council authorize the City Manager to enter into the lease agreement for the office space at 1625 Shaw Ave., Suites 101 & 103.

FISCAL IMPACT
The cost for leasing both suites for office space is $205,000 per year plus an annual increase of

2.5% and common area charges starting on August 1, 2024. It is included in the FY24-25 budget.

REASON FOR RECOMMENDATION
The new leased building will provide the City an interim office space until a permanent facility becomes available on or near the City Hall campus area and address current space i ssues at City Hall.

ACTIONS FOLLOWING APPROVAL
The lease agreement with Jamison Family Community Property Trust will be executed and staff will begin moving on or after August 1, 2024.

Prepared by: Andrew Haussler, Assistant City Manager

Reviewed by: City Manager AH

10 AGENDA ITEM NO. 3.
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INITIALS INITIALS
©2019AIRCRE. AllRightsReserved. LastEdited:6/25/20241:12PM MTON-20.20,Revised10-22-2020 Page1 of14

1. BasicProvisions ("BasicProvisions").

1.1 ParƟes. This Lease("Lease"), datedforreference purposesonly June 3, 2024 ,ismade byand between Jamison Family Community Property Trust established by the Jamison Family Trust dated March 17, 2013, William O. Jamison and Cinda L. Jamison, husband and wife, as community property and Elizabeth Anne Cardoza, a married woman as her sole and separate property. ("Lessor")and City of Clovis, a California Municipal Corporation ("Lessee"), (collecƟvely the"ParƟes", orindividuallya "Party").

1.2(a) Premises: Thatcertain porƟonofthe Project(as deﬁnedbelow),commonly knownas (streetaddress,suite, city,state): 1625 Shaw Avenue, Suite 103, Clovis, CA 93612 ("Premises"). ThePremises arelocatedin theCounty of Fresno ,and consistof approximately 3370 rentablesquare feetandapproximately 3370 useable squarefeet. In addiƟon toLessee's rightstouse andoccupy thePremises as hereinaŌer speciﬁed,Lessee shallhavenon-exclusive rightsto theCommon Areas(as deﬁned inParagraph2.7below)as hereinaŌer speciﬁed, butshallnot have anyrights tothe roof,theexterior walls,the areaabove thedroppedceilings, orthe uƟlityracewaysof thebuilding containingthePremises ("Building")or toany otherbuildings inthe Project. The Premises,the Building,the CommonAreas,the landupon whichtheyare located,along withallother buildingsand improvements thereon,are herein collecƟvely referredtoas the"Project." The Projectconsistsof approximately 8448 rentablesquarefeet. (See alsoParagraph2)

1.2(b) Parking: 20 unreservedand N/A reservedvehicle parkingspaces atamonthly costof N/C perunreserved spaceand N/A perreserved space. (SeeParagraph2.6)

1.3 Term: Five (5) yearsand Zero (0) months("Original Term")commencing August 1,2024 ("Commencement Date") andending July 31, 2029 ("ExpiraƟon Date"). (See alsoParagraph 3)

1.4 Early Possession: Ifthe Premisesareavailable Lesseemay havenon-exclusivepossession ofthe Premisescommencing upon lease execution ("EarlyPossession Date"). (SeealsoParagraphs 3.2and 3.3)

1.5 Base Rent: $6,740.00 per month("BaseRent"), payableon the First day ofeach monthcommencing August 1, 2024 . (Seealso Paragraph4)
Ifthis boxis checked,thereare provisionsin thisLease fortheBase Rentto beadjusted. SeeParagraph 50 .

1.6 Lessee's Shareof OperaƟngExpenses. 3370 rsf / 8448 total percent( 39.89 %)("Lessee's Share"). Intheevent thatthe size ofthe Premisesand/or theProjectare modiﬁedduring theterm ofthisLease, Lessorshall recalculateLessee'sShare to reﬂect such modiﬁcaƟon.

1.7 Base Rentand OtherMonies PaidUpon ExecuƟon:

1.8 Agreed Use: Administration/marketing services and related office uses . (SeealsoParagraph6)

1.9 Insuring Party. Lessoris the"InsuringParty". (Seealso Paragraph8)

1.10 Real EstateBrokers. (Seealso Paragraph15and 25)
agency relaƟonships inthis Leasewiththe followingreal estatebrokers("Broker(s)")and/ortheir agents("Agent(s)"):

Lessor'sBrokerage Firm Colliers Tingey International, Inc. License No. 00452468 Isthe brokerof(check one):
theLessor; or boththeLessee andLessor (dualagent).

Lessor'sAgent Bobby Fena, SIOR LicenseNo. 00590204 is(check one): theLessor'sAgent (salespersonor brokerassociate);or boththe Lessee'sAgent andtheLessor's Agent(dual agent).

Lessee'sBrokerage Firm Colliers Tingey International, Inc. License No. 00452468 Isthe brokerof(check one):
theLessee; or boththeLessee andLessor (dualagent).

Lessee'sAgent Bobby Fena, SIOR LicenseNo. 00590204 is (checkone): theLessee's Agent(salesperson orbrokerassociate); or boththe Lessee'sAgent andtheLessor's Agent(dual agent). separate wriƩen agreement(or ifthereis nosuch agreement,the sumof per separate agreement or % ofthe totalBaseRent) for thebrokerageservicesrendered bytheBrokers.

1.11 Guarantor. The obligaƟons ofthe Lesseeunderthis Leaseare tobeguaranteed by N/A ("Guarantor"). (SeealsoParagraph 37)

1.12 Business Hoursforthe Building: 7:00 a.m.to 6:00 p.m.,Mondays throughFridays(except BuildingHolidays) and 8:00 a.m.to 1:00 p.m.on Saturdays(except BuildingHolidays). "BuildingHolidays" shallmeanthe datesof observaƟonof NewYear'sDay,President'sDay,MemorialDay, IndependenceDay,LaborDay,ThanksgivingDay,Christmas Day,and shall have access to the Leased Premises 24 hours per day/7 day .

1.13 Lessor SuppliedServices. Notwithstanding theprovisionsof Paragraph11.1, LessorisNOT obligatedto providethefollowing withinthe Premises:

Janitorialservices
Electricity
Other(specify): gas,telephone or internet services, TV

1.14 AƩachments. AƩachedhereto arethe following,allof which consƟtute apartof thisLease:
anAddendum consisƟngof Paragraphs 50 through 54 ;

STANDARDMULTI-TENANTOFFICE LEASE-NET
(a) Base Rent: $6,740.00 for theperiod August 1-31, 2024 . (b) OperaƟngExpenses: The current esƟmatefor theperiod August 1-31, 2024 is $1,853.00 ($0.55 PSF) . (c) SecurityDeposit: $7,448.00 ("SecurityDeposit"). (Seealso Paragraph5) (d) Parking: -0- for theperiod -0- .
(e) Other: -0- for -0- .
(f) TotalDueUpon ExecuƟon ofthis Lease: $16,401.00 .
(a) RepresentaƟon: Each Partyacknowledgesreceiving aDisclosure RegardingReal EstateAgencyRelaƟonship, conﬁrmsand consentstothe following (b) Paymentto Brokers. Upon execuƟonand deliveryof thisLeaseby both ParƟes, Lessorshall paytothe Brokersthe brokeragefeeagreed toin a aplot plan depicƟng thePremises;
acurrent setof theRulesand RegulaƟons;
aWork LeƩer;
ajanitorial schedule;
other(specify): Exhibit A, B, C, D, E, Addendum A and Leased Addendums .

2. Premises.

2.1 Leƫng. Lessor herebyleases toLessee,and Lesseehereby leasesfromLessor,thePremises, fortheterm, atthe rental,and uponallof theterms, covenantsand condiƟonsset forthinthis Lease. Whilethe approximatesquarefootageofthe Premisesmayhave beenused inthe markeƟng ofthe Premisesfor purposesof comparison,the BaseRentstated hereinis NOT Ɵed tosquarefootageandis notsubjectto adjustmentshould theactualsize bedetermined tobe diﬀerent. NOTE: Lesseeisadvised toverify theactual sizepriorto execuƟngthis Lease.

ATTACHMENT 1
11 AGENDA ITEM NO. 3.
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INITIALS INITIALS
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2.2 CondiƟon. Lessor shalldeliver thePremisesto Lesseein aclean condiƟon onthe Commencement Dateor theEarly PossessionDate, whichever ﬁrstoccurs ("StartDate"), andwarrants thatthe exisƟng electrical,plumbing, ﬁresprinkler, lighƟng, heaƟng, venƟlaƟng andair condiƟoningsystems("HVAC"), andall otheritems whichthe Lessoris obligatedtoconstruct pursuantto theWork LeƩer aƩachedhereto, ifany,otherthanthose constructedby Lessee,shallbe ingood operaƟng condiƟonon saiddate, thatthestructural elementsof theroof,bearingwallsand foundaƟonof theUnitshall befree ofmaterialdefects, andthat thePremises donot containhazardous levelsof anymoldor fungi deﬁned astoxic underapplicablestate orfederallaw. Lessor alsowarrants, thatunlessotherwise speciﬁedin wriƟng, Lessoris unawareof (i)anyrecorded NoƟcesof Default aﬀecƟng thePremise;(ii) anydelinquent amountsdueunder anyloan securedbythe Premises;and (iii)any bankruptcyproceeding aﬀecƟngthe Premises.LessorrepresentsandwarrantstoLesseethat,ontheCommencement Date,thePremisesshallcomplywithallApplicableRequirements.

2.3 Compliance. Lessor warrantsthat tothebest ofits knowledgetheimprovements onthe Premisesandthe CommonAreas complywith thebuildingcodes, applicablelaws, covenantsor restricƟonsofrecord, regulaƟons,and ordinances("Applicable Requirements")thatwere in eﬀect atthe Ɵme thateach improvement, or porƟon thereof,was constructed. Said warrantydoes notapply totheuse towhich Lesseewillput thePremises, modiﬁcaƟonswhichmay berequired bythe Americanswith DisabiliƟesAct oranysimilar lawsas aresult ofLessee'suse (seeParagraph49),orto any AlteraƟons or UƟlity InstallaƟons (as deﬁned inParagraph

7.3(a))made orto bemadeby Lessee. NOTE:Lessee isresponsiblefor determiningwhether ornotthe zoningand otherApplicableRequirements areappropriate forLessee's intendeduse, andacknowledgesthat pastuses ofthe Premisesmayno longerbe allowed. If thePremises donotcomply withsaid warranty,Lessor shall,except asotherwise provided,promptly aŌer receiptof wriƩen noƟce fromLessee seƫng forthwith speciﬁcitythenature andextent ofsuchnon-compliance, recƟfythe same. IftheApplicable Requirementsare hereaŌerchanged soasto requireduring thetermof thisLease the construcƟonof an addiƟon toor an alteraƟonof thePremises, the remediaƟonof anyHazardous Substance,or thereinforcementor otherphysical modiﬁcaƟonofthe Premises("Capital Expenditure"), Lessorand Lesseeshall allocatethecost ofsuch workas follows:
(a) Subject toParagraph 2.3(c)below,if suchCapital Expenditures are requiredasa resultof the speciﬁcand uniqueuse ofthePremises byLessee as comparedwith usesby tenantsingeneral, Lesseeshall befully responsibleforthe costthereof,provided,however,that ifsuch CapitalExpenditureis requiredduring thelast 2years ofthisLease andthe costthereof exceeds6months' BaseRent, Lesseemayinstead terminatethis LeaseunlessLessor noƟﬁesLessee, in wriƟng, within10 days aŌer receiptofLessee's terminaƟon noƟce thatLessor haselectedto paythe diﬀerencebetweenthe actualcost thereofandthe amountequal to6 months'Base Rent. IfLesseeelects terminaƟon,Lessee shallimmediately ceasetheuse ofthe Premiseswhichrequires suchCapital Expenditureanddeliver toLessor wriƩen noƟce specifying a terminaƟondateat least90 days thereaŌer .Such terminaƟon dateshall, however,inno eventbe earlierthanthe lastday thatLessee couldlegally uƟlizethe Premiseswithoutcommencing suchCapital Expenditure. (b) Ifsuch CapitalExpenditure isnotthe resultof the speciﬁcand uniqueuse ofthe PremisesbyLessee (suchas, governmentallymandatedseismic modiﬁcaƟons),then Lessorshall payforsuch CapitalExpenditure andLessee shallonlybe obligatedto pay,eachmonth duringthe remainderofthe termof thisLease orany extensionthereof,onthedate thaton whichthe BaseRentis due,an amountequalto 1/144thof the porƟonof suchcosts reasonably aƩributable tothe Premises. Lesseeshall payIntereston thebalance butmay prepayits obligaƟon atany Ɵme. If,however,such CapitalExpenditureis requiredduring thelast 2years ofthis Leaseor ifLessorreasonably determinesthat itis noteconomicallyfeasible topay itssharethereof, Lessorshall havethe opƟon toterminate thisLease upon 90days prior wriƩen noƟcetoLessee unlessLessee noƟﬁesLessor,in wriƟng,within 10days aŌerreceiptof Lessor's terminaƟon noƟcethatLessee willpay forsuch CapitalExpenditure. If Lessordoesnot electto terminate,and failstotender itsshare ofanysuch CapitalExpenditure, Lesseemayadvance suchfunds anddeduct same,with Interest,from Rent unƟlLessor's shareof suchcosts havebeenfully paid. IfLesseeis unableto ﬁnanceLessor'sshare, orif thebalance oftheRent due andpayable forthe remainderofthis Leaseis not suﬃcient tofullyreimburse Lesseeon an oﬀsetbasis, Lesseeshall havetheright toterminate thisLease upon30 days wriƩen noƟceto Lessor.
(c) Notwithstandingthe above,the provisionsconcerningCapital Expendituresare intendedto applyonlyto non-voluntary,unexpected, andnew ApplicableRequirements. If theCapitalExpenditures areinstead triggeredby Lesseeasa resultof anactualor proposedchange inuse,change inintensity ofuse, or modiﬁcaƟonto thePremises then,andin thatevent, Lesseeshall either:(i)immediately ceasesuch changeduseor intensityof useand/ortakesuchother stepsas maybe necessaryto eliminatetherequirement forsuch CapitalExpenditure, or(ii)complete suchCapital Expenditureatits ownexpense. Lesseeshall nothave any rightto terminatethis Lease.

2.4 Acknowledgements. Lessee acknowledgesthat: (a)it hasbeen givenanopportunity toinspect andmeasurethe Premises,(b) Lesseehas beenadvisedby Lessorand/or Brokersto saƟsfyitselfwith respectto thesize and condiƟonof thePremises (includingbutnot limitedto theelectrical,HVAC and ﬁre sprinkler systems,security,environmental aspects,andcompliance withApplicable Requirements),and theirsuitabilityfor Lessee'sintended use,(c)Lessee hasmade such invesƟgaƟonas itdeems necessarywithreference tosuch maƩersand assumesallresponsibility thereforas thesamerelate toits occupancyofthe Premises,(d) itis notrelying onany representaƟonasto thesize ofthe Premisesmadeby Brokersor Lessor,(e)the squarefootage ofthePremises wasnot materialto Lessee's decisionto leasethe Premisesandpay theRent statedherein, and(f)neither Lessor,Lessor's agents,norBrokershavemade anyoralor wriƩen representaƟons or warranƟeswith respectto said maƩersother thanas setforth inthisLease. In addiƟon,Lessoracknowledges that:(i) Brokershavemade no representaƟons, promisesor warranƟesconcerning Lessee'sabilityto honorthe Leaseor suitabilitytooccupy thePremises, and(ii)it isLessor's soleresponsibilityto invesƟgatethe ﬁnancialcapability and/orsuitability ofallproposed tenants.

2.5 Lessee asPrior Owner/Occupant. The warranƟesmade byLessor inParagraph2 shallbe ofnoforce or eﬀect ifimmediately priortothe StartDate, Lessee wasthe owneror occupantofthe Premises. Insuch event,Lesseeshall beresponsible foranynecessary correcƟvework.

2.6 Vehicle Parking. Solong asLesseeis notin default,andsubject tothe Rulesand RegulaƟons aƩachedhereto, andas establishedbyLessor from Ɵme to Ɵme,Lessee shallbe enƟtledtorent anduse thenumber ofparkingspaces speciﬁedin Paragraph1.2(b)at therental rateapplicablefrom Ɵmeto Ɵmefor monthly parkingas setby Lessorand/orits licensee.
(a) If Lesseecommits, permitsorallows anyof theprohibited acƟviƟesdescribedin theLease ortherules thenin eﬀect,thenLessor shallhave theright, without noƟce, in addiƟon tosuchother rightsand remediesthat itmayhave, toremove ortowaway thevehicle involvedandcharge thecost toLessee, whichcost shallbe immediatelypayable upondemandby Lessor.
(b) Themonthly rentper parkingspace speciﬁed inParagraph 1.2(b)issubject tochange upon30 daysprior wriƩen noƟceto Lessee. The rentfor the parkingis payableone monthinadvance priorto the ﬁrst dayofeach calendarmonth.

2.7 Common Areas- DeﬁniƟon. Theterm"Common Areas"is deﬁnedasall areasand faciliƟesoutsidethe Premisesand withinthe exteriorboundaryline of theProject andinterior uƟlityracewaysand installaƟonswithin thePremises thatareprovided anddesignated bytheLessor from Ɵme to Ɵmefor thegeneral nonexclusiveuse ofLessor,Lesseeandother tenantsof theProject andtheir respecƟve employees,suppliers, shippers,customers,contractorsandinvitees, including, butnot limitedto, commonentrances,lobbies, corridors,stairwells, publicrestrooms, elevators,parkingareas, loadingand unloadingareas,trash areas,roadways, walkways,driveways andlandscaped areas.

2.8 Common Areas- Lessee'sRights. Lessorgrants toLessee, forthe beneﬁt ofLessee anditsemployees, suppliers,shippers, contractors,customers and invitees,during theterm ofthisLease, thenon-exclusive rightto use,incommon withothers enƟtledtosuch use,the CommonAreasas theyexist from Ɵme to Ɵme, subjectto anyrights, powers,andprivileges reservedby Lessorunder thetermshereof orunder thetermsof anycommerciallyreasonable rules and regulaƟonsor restricƟonsgoverning theuseof theProject. Under nocircumstancesshall theright hereingrantedto usethe CommonAreasbe deemedto include theright tostore anyproperty,temporarily orpermanently, inthe CommonAreas. Anysuch storageshallbe permiƩedonly bytheprior wriƩenconsent ofLessor or Lessor'sdesignated agent,which consentmaybe revokedat any Ɵme. Inthe eventthat anyunauthorizedstorage shalloccur,thenLessorshall havethe right,without noƟce,in addiƟonto suchotherrights andremedies thatit mayhave,to removethe propertyandcharge thecost toLessee,which costshall beimmediately payable upondemand byLessor.

2.9 Common Areas- Rulesand RegulaƟons. Lessor orsuch otherperson(s)as Lessormay appointshallhave theexclusive controland managementofthe CommonAreas andshall havetheright, from Ɵme to Ɵme, toadopt,modify,amendand enforcereasonablerules and regulaƟons ("Rulesand RegulaƟons") forthe management,safety,care,and cleanlinessofthe grounds,the parkingand unloadingofvehicles andthe preservaƟonofgood order,as wellasfor theconvenience of otheroccupants ortenants oftheBuilding andthe Projectand theirinvitees. TheLessee agreestoabide byand conformtoall suchRules and RegulaƟons, andshall useits best eﬀorts tocauseits employees,suppliers, shippers,customers, contractorsandinvitees toso abideandconform. Lessor shallnotbe responsibleto Lessee forthe noncompliancewith saidRulesand RegulaƟonsby othertenants oftheProject.

2.10 Common Areas-Changes. Lessor shallhavethe right,in Lessor'ssole discreƟon, from Ɵme to Ɵme:
(a) Tomakechanges totheCommon Areas,including, without limitaƟon, changesinthe locaƟon,size, shapeandnumber ofthe lobbies,windows, stairways,air shaŌs,elevators, escalators,restrooms,driveways, entrances,parking spaces,parking areas,loadingand unloadingareas, ingress,egress, direcƟon of traﬃc,landscaped areas,walkways and uƟlityraceways;
(b) Toclose temporarilyany oftheCommon Areasfor maintenancepurposesso longas reasonableaccess tothePremises remainsavailable; (c) Todesignate otherland outsidetheboundaries ofthe Projectto beapart ofthe CommonAreas; (d) Toadd addiƟonalbuildings andimprovementsto theCommon Areas; (e) TousetheCommon Areaswhile engagedin making addiƟonalimprovements, repairsor alteraƟonstothe Project,or any porƟonthereof; and (f) Todoandperform suchother actsandmake suchother changesin,to orwith respectto theCommonAreas andProject asLessormay,inthe exerciseof soundbusiness judgment,deemto beappropriate. 12 AGENDA ITEM NO. 3.
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3. Term.

3.1 Term. The CommencementDate, ExpiraƟonDateand OriginalTermofthisLease areas speciﬁedinParagraph 1.3.

3.2 Early Possession. Anyprovision herein granƟngLessee EarlyPossession ofthePremises issubject toand condiƟoned uponthe Premisesbeing availablefor suchpossession priorto theCommencement Date. Any grantof EarlyPossessiononly conveysa non-exclusiverightto occupythe Premises. If Lesseetotally or parƟallyoccupies thePremises priortothe CommencementDate, the obligaƟon topayBase Rentshall beabatedfor theperiod ofsuchEarly Possession. Allother termsof thisLease (includingbutnot limitedto the obligaƟons topayLessee's Shareof theOperaƟngExpenses) shallbe in eﬀectduring suchperiod. Any suchEarly Possessionshall not aﬀect the ExpiraƟonDate.

3.3 Delay InPossession. Lessor agreestouse commerciallyreasonable eﬀortstodeliver exclusivepossession ofthePremises toLessee bythe CommencementDate. If, despitesaid eﬀorts, Lessoris unableto deliverpossessionby suchdate, Lessorshallnot besubject toanyliability therefor,nor shallsuch failure aﬀect thevalidity ofthisLease orchange the ExpiraƟon Date. Lessee shallnot, however,beobligated topay Rentorperform itsother obligaƟons unƟl Lessor deliverspossession ofthe Premisesandany periodof rentabatement thatLesseewould otherwisehave enjoyedshallrun fromthe dateofdelivery ofpossession and conƟnuefor aperiod equaltowhat Lesseewould otherwisehave enjoyedunderthe termshereof,butminusany daysof delaycausedby theacts oromissions of Lessee. Ifpossession isnotdelivered within60 days aŌer theCommencementDate, asthe samemaybe extendedunder thetermsof anyWork LeƩerexecuted by ParƟes,Lessee may,at its opƟon,by noƟcein wriƟngwithin 10days aŌer theend ofsuch60 dayperiod, cancelthisLease, inwhich eventthe ParƟesshallbe dischargedfrom all obligaƟons hereunder. If such wriƩen noƟceis notreceivedby Lessorwithin said10day period,Lessee's righttocancel shallterminate. If possessionof thePremises isnotdelivered within120 days aŌer theCommencementDate, thisLease shallterminateunless otheragreements arereachedbetween Lessorand Lessee,in wriƟng.

3.4 Lessee Compliance. Lessorshall notberequired todeliver possessionofthe Premisesto Lessee unƟlLessee complieswith its obligaƟon toprovide evidenceof insurance(Paragraph 8.5). Pending deliveryof suchevidence, Lesseeshallbe requiredto performallof its obligaƟons underthisLease fromand aŌerthe StartDate, includingthe paymentofRent, notwithstandingLessor's elecƟonto withholdpossessionpending receiptof suchevidenceof insurance. Further,ifLessee isrequired toperform anyother condiƟons priorto orconcurrent withtheStart Date,the StartDateshall occurbut Lessormayelect towithhold possession unƟl such condiƟonsare saƟsﬁed.

4. Rent.

4.1 Rent Deﬁned. Allmonetary obligaƟonsofLessee toLessor undertheterms ofthis Lease(exceptfor theSecurity Deposit)are deemedtobe rent("Rent").

4.2 OperaƟng Expenses. Lesseeshall paytoLessor duringthe termhereof,in addiƟonto theBaseRent, Lessee'sShare ofall OperaƟngExpenses,as hereinaŌer deﬁned, duringeach calendaryearof theterm ofthis Lease,inaccordance withthe followingprovisions:
(a) "OperaƟng Expenses"include allcosts relaƟng tothe ownershipand operaƟonofthe Project,calculated asifthe Projectwas atleast95% occupied, including,but notlimited to,thefollowing:
(i) The operaƟon, repair,and maintenancein neat,clean,safe, goodorder and condiƟon,of thefollowing:
(aa) The CommonAreas, includingtheirsurfaces, coverings, decoraƟve items,carpets,drapes andwindow coverings,andincluding parking areas,loading andunloading areas,trashareas, roadways,sidewalks, walkways,stairways, parkways,driveways,landscaped areas,striping, bumpers, irrigaƟon systems,Common Area lighƟng faciliƟes,buildingexteriors androofs, fencesand gates; (bb) All heaƟng,air condiƟoning,plumbing, electrical systems,life safetyequipment,communicaƟon systemsand otherequipmentused in commonby,orfor the beneﬁtof,lesseesor occupantsof theProject,including elevatorsand escalators,tenantdirectories, ﬁre detecƟon systemsincludingsprinkler systemmaintenance andrepair.
(cc) ThePremisesand/or anyother spaceoccupiedby atenant. (ii) Thecostof trashdisposal, janitorialand securityservices,pest controlservices, andthecosts ofany environmental inspecƟons; (iii) The costofany otherservice tobeprovided byLessor thatis elsewhereinthis Leasestated tobean "OperaƟngExpense"; (iv) The costofthe premiumsfor theinsurance policiesmaintainedby Lessorpursuant toparagraph8 andany deducƟble porƟonof aninsured loss concerningthe Buildingor theCommonAreas;
(v) Theamount oftheReal PropertyTaxespayablebyLessor pursuantto paragraph10; (vi) The costofwater,sewer,gas, electricity,and otherpubliclymandated servicesnot separatelymetered; (vii) Labor,salaries, andapplicablefringe beneﬁtsand costs,materials, suppliesandtools, usedin maintainingand/orcleaning theProject and accounƟngand managementfees aƩributabletothe operaƟonof theProject; (viii) The costto replaceequipmentor capitalcomponents suchasthe roof, foundaƟons, orexterior walls,thecost toreplace aCommonArea capital improvement,such asthe parkinglotpaving, elevatorsor fences,and/or thecostof anycapital improvementtothe Buildingor theProjectnot coveredunder the provisionsof Paragraph2.3. Providedhowever,that ifsuch equipmentor capitalcomponenthas auseful lifefor accounƟng purposesof 5yearsor morethat Lessor shallallocate thecost ofanysuch capitalimprovement overa 12yearperiod andLessee shallnotbe requiredto paymorethan Lessee'sShare of1/144th ofthecost ofsuch capitalimprovement inanygiven month;
(ix) The costto replaceequipment orimprovementsthat havea usefullifefor accounƟngpurposes of5years orless. (x) Reservesset asidefor maintenance,repairand/or replacementof CommonAreaimprovements andequipment. (b) Anyitem of OperaƟng Expensethatis speciﬁcally aƩributable tothePremises, theBuilding orto anyotherbuilding inthe Projectorto the operaƟon, repairand maintenancethereof, shallbeallocated enƟrelyto suchPremises, Building,orother building. However,anysuch itemthat isnot speciﬁcally aƩributableto theBuilding orto anyotherbuilding orto the operaƟon, repairandmaintenance thereof,shall beequitablyallocated byLessor toallbuildings inthe Project. (c) Theinclusion ofthe improvements, faciliƟesand services set forthin Subparagraph4.2(a)shall notbe deemedtoimpose an obligaƟon uponLessorto eitherhave saidimprovements or faciliƟesor toprovide thoseservices unlesstheProject alreadyhas thesame,Lessor alreadyprovides theservices,or Lessorhas agreedelsewhere inthis Leasetoprovide thesame orsome ofthem. (d) Lessee'sShare of OperaƟng Expensesispayable monthlyon thesameday asthe BaseRent isduehereunder. The amountofsuch paymentsshall be basedon Lessor's esƟmate ofthe OperaƟng Expenses. Within60 days aŌertheendofeachcalendaryear wriƩenrequest (butnot morethanonce eachyear) Lessorshall delivertoLessee areasonably detailedstatement showingLessee'sShare ofthe actual OperaƟngExpenses forthe precedingyear.Lessee shallhavetheright,foraperiodof60daysafterLessordeliverstoLesseethestatementofLessor's actualOperatingExpensesforthepreviouscalendaryeartoauditthatportionofLessor'sBooksand RecordspertainingtotheactualOperatingExpensesforsuchprecedingcalendaryear. IfLessee's payments duringsuch yearexceed Lessee'sShare,Lessor shallcredit theamount ofsuchover-payment againstLessee's futurepayments. IfLessee's paymentsduringsuch year wereless thanLessee's Share,Lesseeshall payto Lessorthe amountofthe deﬁciencywithin 10days aŌer deliveryby LessortoLessee ofthe statement. (e) OperaƟng Expensesshallnot includeany expensespaid byanytenant directlyto third parƟes,or asto whichLessoris otherwisereimbursed byany thirdparty,othertenant, orbyinsurance proceeds.

4.3 Payment. Lessee shallcause paymentofRent tobe receivedbyLessor inlawful moneyofthe UnitedStates, without oﬀset or deducƟon(except as speciﬁcally permiƩed inthis Lease),onor beforethe dayon whichitis due. Allmonetaryamounts shallbe roundedtothe nearestwhole dollar. Intheevent thatany invoiceprepared byLessor isinaccuratesuch inaccuracyshall not consƟtute awaiverand Lesseeshall beobligatedto paythe amountsetforth inthis Lease. Rentfor anyperiod duringthe termhereofwhich isfor lessthan onefullcalendar monthshall beproratedbased uponthe actualnumberof daysof saidmonth. Paymentof Rentshall bemade toLessorat itsaddress statedherein ortosuch otherpersons orplaceas Lessormay from Ɵmeto Ɵmedesignate in wriƟng. Acceptanceof a paymentwhich isless thantheamount thendue shallnot beawaiver ofLessor's rightstothe balanceof suchRent,regardless ofLessor's endorsementof anycheck so staƟng. In theeventthat anycheck, draŌ,or otherinstrumentof paymentgiven byLesseeto Lessoris dishonoredforany reason,Lessee agreesto paytoLessor thesum of$25 in addiƟonto anyLate Chargeand Lessor,atits opƟon,may requireallfuture Rentbe paidbycashier's check. Paymentswill beapplied ﬁrst toaccrued latecharges and aƩorney's fees,secondto accruedinterest, thento BaseRentand OperaƟngExpenses, andanyremaining amountto anyotheroutstanding charges orcosts.

5. SecurityDeposit. Lesseeshall depositwith Lessorupon execuƟon hereofthe SecurityDeposit assecurityfor Lessee'sfaithful performanceofits obligaƟons underthis Lease. IfLesseefails topay Rent,or otherwiseDefaultsunder thisLease, Lessormayuse, applyor retainallor any porƟon ofsaid SecurityDepositfor the paymentof anyamount alreadydueLessor,forRents whichwill beduein thefuture, and/orto reimburseor compensateLessorfor anyliability,expense,loss or damagewhich Lessormay suﬀerorincur byreason thereof. IfLessoruses orapplies allorany porƟonof theSecurityDeposit, Lesseeshall within10 days aŌer wriƩenrequest therefordeposit monieswithLessor suﬃcientto restoresaid SecurityDepositto thefull amountrequiredby thisLease. Ifthe BaseRent increases duringthe termof thisLease,Lessee shall,upon wriƩenrequest fromLessor,deposit addiƟonalmonies withLessorso thatthe totalamountof theSecurity Deposit shallat all Ɵmes bearthesame proporƟonto theincreased BaseRentas the iniƟal SecurityDepositbore tothe iniƟalBaseRent. Should theAgreed Usebeamended toaccommodate amaterial changeinthe businessof Lesseeor toaccommodatea sublesseeor assignee,Lessorshall havethe righttoincrease theSecurity Deposit tothe extentnecessary, inLessor'sreasonable judgment,to accountfor anyincreasedwear andtear thatthePremises may suﬀer asaresult thereof. Ifa changein 13 AGENDA ITEM NO. 3.
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controlof Lesseeoccurs duringthisLease andfollowing suchchange the ﬁnancial condiƟon ofLessee is,inLessor's reasonablejudgment, signiﬁcantlyreduced,Lessee shalldeposit such addiƟonal monieswithLessor asshall be suﬃcient tocausethe SecurityDeposit tobeat acommercially reasonablelevelbased onsuch changein ﬁnancial condiƟon. Lessor shallnot berequiredto keepthe SecurityDepositseparate fromits generalaccounts. Within90 days aŌer the expiraƟonor terminaƟonof thisLease, Lessorshall returnthat porƟon ofthe SecurityDeposit notusedor appliedby Lessor. Lessor shallupon wriƩenrequestprovide Lesseewith an accounƟng showinghow that porƟon oftheSecurity Depositthat wasnot returnedwasapplied. No partofthe SecurityDeposit shallbeconsidered tobe heldin trust,tobear interestor tobe prepaymentforany moniesto bepaid byLesseeunder thisLease. THESECURITY DEPOSITSHALL NOTBEUSED BYLESSEE INLIEU OFPAYMENTOF THELAST MONTH'SRENT.

6. Use.

6.1 Use. Lessee shalluse andoccupythe Premisesonly fortheAgreed Use,or anyotherlegal usewhich isreasonably comparablethereto,and forno other purpose. Lesseeshall notuseor permitthe useof thePremisesin amanner thatisunlawful, createsdamage, wasteora nuisance,or thatdisturbs occupantsofor causesdamage toneighboring premisesor properƟes. Other thanguide, signalandseeing eyedogs, Lesseeshallnot keepor allowinthe Premisesany pets,animals, birds, ﬁsh, or repƟles. Lessorshall notunreasonably withholdor delayitsconsent toany wriƩenrequestfor a modiﬁcaƟon oftheAgreed Use,so longas thesamewill notimpair thestructural integrityofthe improvementsof theBuilding, willnotadversely aﬀectthe mechanical,electrical,HVAC,andother systemsofthe Building, and/orwill not aﬀect theexteriorappearance ofthe Building. IfLessorelects towithhold consent,Lessorshall within7 days aŌersuch requestgive wriƩen noƟﬁcaƟonof same,which noƟceshallinclude an explanaƟon ofLessor's objecƟonstothe changein theAgreedUse.

6.2 Hazardous Substances.
(a) Reportable UsesRequire Consent. The term"Hazardous Substance"as usedinthis Leaseshall meananyproduct, substance,or wastewhose presence,use, manufacture,disposal, transportaƟon,orrelease, eitherby itselfor incombinaƟonwith othermaterials expectedtobe onthe Premises,iseither: (i) potenƟallyinjurious tothe publichealth,safety orwelfare, theenvironment orthePremises, (ii)regulated ormonitoredby anygovernmental authority,or(iii) abasis for potenƟal liabilityof Lessortoany governmentalagency orthird partyunderany applicablestatute orcommonlaw theory. HazardousSubstancesshall include,but notbe limitedto, hydrocarbons,petroleum,gasoline, and/orcrude oilor anyproducts,byproducts or fracƟons thereof. Lessee shallnot engageinany acƟvityin oron thePremises which consƟtutes aReportableUse ofHazardous Substanceswithout theexpressprior wriƩenconsent ofLessorand Ɵmelycompliance (atLessee's expense)with allApplicable Requirements. "Reportable Use"shall mean(i) the installaƟonor useof anyaboveor belowground storagetank,(ii) the generaƟon, possession,storage,use, transportaƟon, ordisposalof aHazardous Substancethat requiresapermit from,or withrespectto whicha report, noƟce, registraƟon or businessplan isrequired tobe ﬁled with,any governmentalauthority,and/or(iii)the presenceat thePremisesof aHazardous Substancewithrespect towhich any ApplicableRequirements requiresthat a noƟcebe givento personsentering oroccupyingthe Premisesor neighboring properƟes. Notwithstandingthe foregoing, Lesseemay useany ordinaryandcustomary materialsreasonably requiredto beusedin thenormal courseofthe AgreedUse suchasordinary oﬃcesupplies (copier toner,liquid paper,glue, etc.)andcommon householdcleaning materials,so longassuch useis incompliancewith allApplicable Requirements,isnot aReportable Use,and doesnot exposethePremises orneighboring propertyto anymeaningfulrisk of contaminaƟon ordamageor exposeLessor toanyliability therefor. In addiƟon,Lessor may condiƟon itsconsentto anyReportable Useupon receivingsuch addiƟonal assurancesas Lessorreasonablydeems necessaryto protectitself,the public,the Premisesand/or theenvironmentagainst damage, contaminaƟon, injuryand/or liability,including,but notlimited to,the installaƟon (andremoval onor beforeLease expiraƟonor terminaƟon)of protecƟve modiﬁcaƟons(such asconcrete encasements)and/orincreasing theSecurity Deposit. (b) Dutyto InformLessor. IfLessee knows,or hasreasonablecause tobelieve, thata HazardousSubstancehas cometo belocatedin, on,under or aboutthe Premises,other thanaspreviously consentedto byLessor,Lesseeshallimmediately give wriƩen noƟceofsuch factto Lessor,andprovide Lessorwith a copyof anyreport, noƟce,claimor other documentaƟon whichit hasconcerningthe presenceof suchHazardousSubstance. (c) Lessee RemediaƟon. Lessee shallnotcause orpermit anyHazardous Substancetobe spilledor releasedin,on, under,or aboutthePremises (includingthrough theplumbing orsanitarysewer system)and shallpromptly,atLessee'sexpense, complywith allApplicableRequirements andtake all invesƟgatory and/orremedial acƟonreasonably recommended,whetheror notformally orderedor required,forthe cleanupof any contaminaƟonof,andfor themaintenance, securityand/or monitoringof thePremisesor neighboring properƟes, thatwas causedormaterially contributedto byLessee,or pertainingto orinvolvingany HazardousSubstance broughtonto thePremisesduring theterm ofthis Lease,byor forLessee, oranythird party. (d) Lessee IndemniﬁcaƟon. Lessee shallindemnify,defend andhold Lessor,itsagents, employees,lenders andground lessor,ifany,harmlessfrom and againstany andall lossofrents and/ordamages, liabiliƟes,judgments, claims,expenses,penalƟes, and aƩorneys' andconsultants'fees arisingout oforinvolving any HazardousSubstance broughtonto thePremisesby orfor Lessee,or anythirdparty (provided,however,thatLesseeshall haveno liabilityunderthis Leasewith respectto underground migraƟon ofanyHazardous Substanceunder thePremises fromareasoutside ofthe Projectnotcaused orcontributed tobyLessee). Lessee's obligaƟonsshall include,but notbelimited to,the eﬀectsof any contaminaƟonor injuryto person,propertyor theenvironment createdor suﬀered byLessee, and thecost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/orabatement, andshall survivethe expiraƟon or terminaƟon ofthisLease. No terminaƟon, cancellaƟonor releaseagreement enteredintoby Lessorand Lesseeshall releaseLesseefrom itsobligaƟons underthisLease withrespect toHazardousSubstances, unless speciﬁcally soagreed byLessorin wriƟngat the Ɵme ofsuchagreement. (e) Lessor IndemniﬁcaƟon. Except asotherwise providedin paragraph8.7,Lessor andits successorsandassigns shallindemnify, defend,reimburseand holdLessee, itsemployees andlenders,harmless fromand againstany andallenvironmental damages,including thecostof remediaƟon,which resultfrom HazardousSubstances whichexisted onthePremises priorto Lessee'soccupancy orwhichare causedby thegrossnegligence orwillful misconductofLessor,its agentsor employees. Lessor's obligaƟons,as andwhen requiredby theApplicableRequirements, shallinclude, butnotbe limitedto,thecostof invesƟgaƟon, removal, remediaƟon, restoraƟonand/or abatement,andshall survivethe expiraƟonor terminaƟonofthis Lease. (f) InvesƟgaƟons and RemediaƟons. Lessorshall retaintheresponsibility andpay forany invesƟgaƟons or remediaƟon measuresrequired by governmental enƟƟes having jurisdicƟon withrespectto theexistence ofHazardous Substancesonthe Premisesprior toLessee'soccupancy, unlesssuch remediaƟon measureis requiredas aresultof Lessee'suse (including "AlteraƟons", as deﬁnedin paragraph7.3(a) below)ofthe Premises,in whicheventLessee shallbe responsiblefor suchpayment. Lesseeshall cooperatefully inany such acƟviƟesat therequest ofLessor,including allowingLessor andLessor'sagents tohave reasonableaccess tothe Premisesatreasonable Ɵmesin orderto carryoutLessor's invesƟgaƟveand remedial responsibiliƟes. (g) Lessor T erminaƟonOpƟon. If aHazardousSubstance CondiƟon(see Paragraph9.1(e))occurs duringthe termofthis Lease,unless Lesseeis legally responsibletherefor(inwhich caseLesseeshall makethe invesƟgaƟonand remediaƟonthereofrequired bythe ApplicableRequirementsand thisLease shall conƟnue infull forceand eﬀect,butsubject toLessor's rightsunder Paragraph6.2(d)and Paragraph13), Lessormay,at Lessor's opƟon, either(i) invesƟgate andremediate such HazardousSubstance CondiƟon,if required,assoon asreasonably possibleat Lessor'sexpense,in whichevent thisLeaseshall conƟnuein fullforceand eﬀect,or (ii)if the esƟmated costto remediatesuch condiƟon exceeds12 Ɵmesthe thenmonthlyBase Rentor $100,000,whicheveris greater,give wriƩen noƟceto Lessee,within 30days aŌerreceipt byLessorof knowledgeof theoccurrence ofsuchHazardous Substance CondiƟon, ofLessor'sdesire toterminate thisLeaseas ofthe date60 daysfollowing thedate ofsuch noƟce. In theevent Lessorelectsto givea terminaƟon noƟce,Lessee may,within 10days thereaŌer ,give wriƩen noƟceto Lessorof Lessee'scommitment topay theamountby whichthe costof the remediaƟonof suchHazardous Substance CondiƟonexceeds anamount equalto12 Ɵmesthe then monthlyBase Rentor $100,000,whicheveris greater. Lesseeshall provideLessorwith saidfunds or saƟsfactoryassurance thereofwithin 30daysfollowing such commitment. Insuch event,thisLease shall conƟnue infull forceand eﬀect, andLessor shallproceedto makesuch remediaƟonassoon asreasonably possible aŌer therequired fundsare available. If Lesseedoes notgive such noƟceand providethe requiredfundsor assurancethereof withinthe Ɵme provided,this Leaseshall terminateas ofthe date speciﬁedin Lessor's noƟce of terminaƟon.

6.3 Lessee's Compliance with ApplicableRequirements. Exceptas otherwiseprovided inthisLease, Lesseeshall, atLessee'ssole expense,fully,diligentlyand ina Ɵmelymanner,materiallycomplywith allApplicable Requirements,the requirementsofany applicable ﬁre insuranceunderwriteror raƟngbureau, andthe recommendaƟonsof Lessor'sengineers and/orconsultantswhich relatein anymanner tothePremises, withoutregard towhethersaid ApplicableRequirements are nowin eﬀector become eﬀecƟve aŌer theStart Date. Lesseeshall,within 10days aŌerreceiptof Lessor's wriƩen request,provideLessor withcopies ofall permits andother documents,and other informaƟonevidencing Lessee'scompliance withany ApplicableRequirements speciﬁed byLessor,andshallimmediately upon receipt, noƟfy Lessorin wriƟng(withcopies ofany documentsinvolved) ofanythreatened oractual claim, noƟce, citaƟon, warning,complaint orreportpertaining to orinvolving thefailure ofLesseewithrespecttoLessee'soccupancyofthePremises(asopposedtoLessee's businessoperations) orthe Premisestocomply withany ApplicableRequirements. Likewise,Lessee shallimmediately give wriƩen noƟce toLessor of:(i) anywater damageto thePremisesand anysuspected seepage,pooling, dampnessorother condiƟonconducive tothe producƟon ofmold; or(ii)any musƟnessor otherodors thatmight indicatethepresence ofmold inthe Premises.

6.4 InspecƟon; Compliance. Lessorand Lessor's"Lender"(as deﬁnedin Paragraph30)and consultantsauthorized byLessorshall havethe rightto enterinto Premisesat any Ɵme, inthecase ofan emergency,and otherwiseatreasonable Ɵmes(with24hourspriornotice), aŌerreasonable24hours prior noƟce,for thepurpose of inspecƟngand/or tesƟngthe condiƟonofthe Premisesand/or forverifying compliancebyLessee withthis Lease. The costof any such inspecƟons shallbe paidbyLessor,unlessa violaƟonof ApplicableRequirements,or aHazardous Substance CondiƟon(see Paragraph9.1(e)) isfoundto existor beimminent, orthe inspecƟonisrequested orordered bya governmentalauthority. Insuch case,Lesseeshall uponrequest reimburseLessorfor thecost ofsuch inspecƟon,so longas such inspecƟonis reasonablyrelated tothe violaƟonor contaminaƟon. In addiƟon,Lesseeshall providecopies ofallrelevant materialsafety datasheets (MSDS)to Lessorwithin10 daysof thereceipt of wriƩenrequest therefor. Lesseeacknowledgesthat anyfailure onitspart toallow such inspecƟons or 14 AGENDA ITEM NO. 3.
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tesƟngwill exposeLessor torisksand potenƟallycause Lessorto incurcostsnot contemplatedby thisLease,the extentof whichwillbe extremely diﬃcult to ascertain. Accordingly,should theLessee failtoallow such inspecƟons and/or tesƟngin a Ɵmely fashionthe BaseRentshall be automaƟcally increased,withoutany requirementfor noƟceto Lessee,byan amountequal to10% ofthethen exisƟngBase Rentor$100, whicheveris greaterforthe remainderto theLease. The ParƟes agreethat suchincrease inBaseRent representsfair andreasonable compensaƟonforthe addiƟonalrisk/costs thatLessorwill incurby reasonofLessee's failureto allowsuch inspecƟonand/or tesƟng. Such increasein BaseRent shallinno event consƟtute awaiverof Lessee'sDefault orBreachwith respectto suchfailure nor preventthe exerciseof anyofthe otherrights andremedies grantedhereunder.

7. Maintenance;Repairs; UƟlity InstallaƟons;TradeFixturesand AlteraƟons.

7.1 Lessee's ObligaƟons. NotwithstandingLessor's obligaƟontokeep thePremises ingood condiƟon andrepair,Lesseeshallbe responsiblefor thecost of painƟng,repairing orreplacing wallcoverings,windows/plateglass and torepairor replaceany improvementswithin thePremises.

7.2 Lessor's ObligaƟons. Subjectto theprovisionsof Paragraphs2.2 (CondiƟon),2.3(Compliance), 4.2 (OperaƟng Expenses),6(Use), 7.1(Lessee's ObligaƟons),9 (Damageor DestrucƟon)and14 (CondemnaƟon), Lessor,subjectto reimbursementpursuantto Paragraph4.2, shallkeepin goodorder, condiƟonand repairthe Premises,the foundaƟons,exteriorwalls, structural condiƟon ofinterior bearingwalls,exterior roof, ﬁre sprinklersystem, ﬁre alarmand/or smoke detecƟonsystems, ﬁrehydrants, andtheCommon Areas.

7.3 UƟlity InstallaƟons;TradeFixtures; AlteraƟons.
(a) DeﬁniƟons. The term"UƟlity InstallaƟons" refersto all ﬂoor andwindowcoverings, airlines, vacuumlines,power panels,electrical distribuƟon, securityand ﬁre protecƟon systems, communicaƟoncabling, lighƟng ﬁxtures, HVACequipment, andplumbingin oron thePremises. Theterm "TradeFixtures"shall meanLessee's machineryand equipmentthatcan beremoved withoutdoing materialdamageto thePremises. Theterm "AlteraƟons"shall meanany modiﬁcaƟon ofthe improvements,other than UƟlity InstallaƟons orTradeFixtures,whether by addiƟonor deleƟon. "LesseeOwned AlteraƟons and/or UƟlity InstallaƟons"are deﬁnedas AlteraƟonsand/or UƟlity InstallaƟonsmade byLessee thatare notyetowned byLessor pursuanttoParagraph7.4(a). (b) Consent. Lesseeshall notmakeany AlteraƟonsor UƟlity InstallaƟonsto thePremises withoutLessor's prior wriƩenconsent. Lessee may,however, makenon-structural AlteraƟonsor UƟlity InstallaƟonsto theinterior ofthe Premises(excludingthe roof)without suchconsentbut upon noƟce toLessor,as longas theyare notvisible fromtheoutside, donot involvepuncturing, relocaƟngorremoving theroof, ceilings, ﬂoorsor any exisƟng walls,willnot aﬀectthe electrical, plumbing,HVAC, and/orlife safetysystems,do nottrigger therequirement for addiƟonal modiﬁcaƟons and/orimprovements tothePremises resulƟngfrom ApplicableRequirements, suchas compliancewithTitle 24,and the cumulaƟve costthereofduring thisLease asextendeddoes notexceed $2000.$25,000in anycalendaryear Notwithstandingtheforegoing, Lesseeshall notmake orpermitany roof penetraƟons and/orinstallanything onthe roofwithoutthe prior wriƩen approvalof Lessor. Lessor may,as a precondiƟon to granƟngsuch approval,require Lesseeto uƟlize acontractor chosenand/orapproved byLessor.

Any AlteraƟons or UƟlity InstallaƟonsthatLessee shalldesire tomake andwhichrequire theconsent oftheLessor shallbe presentedtoLessor in wriƩen formwith detailedplans. Consent shallbedeemed condiƟonedupon Lessee's: (i)acquiringall applicablegovernmental permits,(ii)furnishing Lessorwith copiesofboth the permitsand theplans and speciﬁcaƟonsprior tocommencement ofthe work,and(iii) compliancewith all condiƟonsof saidpermits andotherApplicable Requirementsin aprompt and expediƟousmanner. Any AlteraƟonsor UƟlity InstallaƟonsshall beperformed inaworkmanlike mannerwith goodand suﬃcient materials. Lesseeshall promptlyupon compleƟon furnishLessor withas-built plansand speciﬁcaƟons. For workwhich costsanamount inexcess ofonemonth's BaseRent, Lessormay condiƟonitsconsent uponLessee providinga lienand compleƟon bondin anamountequal to150% ofthe esƟmated costof such AlteraƟon or UƟlity InstallaƟon and/orupon Lessee's posƟngan addiƟonalSecurity Depositwith Lessor. (c) Liens;Bonds. Lessee shallpay,when due,all claimsfor laborormaterials furnishedor allegedtohave beenfurnished toorfor Lesseeat orfor useon thePremises, whichclaims areormay besecured byany mechanic'sormaterialmen's lienagainst thePremisesor anyinterest therein. Lessee shallgive Lessornot lessthan 10days noƟcepriorto thecommencement ofany workin,on orabout thePremises,and Lessorshall havetheright topost noƟcesof non-responsibility. If Lesseeshall contestthe validityofany suchlien, claimor demand,thenLessee shall,at itssoleexpense defendand protectitself,Lessor andthe Premisesagainst the sameand shallpay and saƟsfyany suchadverse judgmentthat mayberendered thereonbefore theenforcementthereof. If Lessorshallrequire, Lesseeshall furnish asurety bondin anamountequal to150% ofthe amountofsuch contestedlien, claimordemand, indemnifyingLessor againstliabilityfor thesame. If Lessorelects to parƟcipate inany such acƟon,Lessee shallpay Lessor's aƩorneys' feesandcosts.

7.4 Ownership; Removal;Surrender; and RestoraƟon.
(a) Ownership. Subject toLessor'sright torequire removalor electownershipas hereinaŌerprovided, all AlteraƟonsand UƟlity InstallaƟons madeby Lesseeshall bethe propertyofLessee, butconsidered apart ofthePremises. Lessor may,atany Ɵme,elect in wriƟngto bethe ownerof allorany speciﬁedpart of theLessee Owned AlteraƟons and UƟlity InstallaƟons. Unless otherwiseinstructed perparagraph7.4(b) hereof,all LesseeOwned AlteraƟons and UƟlity InstallaƟons shall,at the expiraƟon or terminaƟonof thisLease, becomethe propertyofLessor andbe surrenderedbyLessee withthe Premises. (b) Removal. Bydelivery toLesseeof wriƩen noƟce fromLessornot earlierthan 90and notlaterthan 30days priortothe endof thetermof thisLease, Lessormay requirethat anyorall LesseeOwned AlteraƟonsor UƟlity InstallaƟonsbe removedby the expiraƟonor terminaƟonof thisLease. Lessormay requirethe removalat any Ɵme ofallor anypart ofany LesseeOwned AlteraƟons or UƟlity InstallaƟonsmadewithout therequired consent. (c) Surrender; RestoraƟon. Lessee shallsurrenderthe Premisesby the ExpiraƟon Dateorany earlier terminaƟon date,withall ofthe improvements, partsand surfacesthereof cleanandfree ofdebris, andin good operaƟngorder, condiƟonand stateofrepair,ordinarywear andtearexcepted. "Ordinary wearand tear"shall notinclude anydamageor deterioraƟonthat wouldhave beenpreventedby goodmaintenance pracƟce. Notwithstanding theforegoing andtheprovisions ofParagraph7.1(a),if theLesseeoccupies thePremises for12 monthsorless, thenLessee shallsurrenderthe Premisesin thesame condiƟon asdelivered toLessee onthe StartDate withNOallowance forordinary wearand tear. Lessee shallrepair anydamageoccasioned bythe installaƟon,maintenanceor removalof Trade Fixtures,Lessee owned AlteraƟons and/or UƟlity InstallaƟons, furnishings,and equipmentas wellasthe removalof anystoragetank installedby orforLessee. Lessee shallalso removefrom thePremisesany andall HazardousSubstances broughtontothe Premisesby orforLessee, orany thirdparty(except HazardousSubstances whichwere depositedvia underground migraƟonfrom areasoutside ofthe Project)tothe levelspeciﬁed inApplicableRequirements. TradeFixturesshallremain the propertyof Lesseeand shallberemoved byLessee. Any personalpropertyof Lesseenot removedonor beforethe ExpiraƟonDateor anyearlier terminaƟondate shallbe deemedto havebeenabandoned byLessee andmay bedisposedof orretained byLessoras Lessormay desire. The failureby Lesseeto Ɵmelyvacatethe Premisespursuant tothis Paragraph7.4(c)without theexpress wriƩenconsent ofLessorshall consƟtutea holdoverunderthe provisionsof Paragraph26below.

8. Insurance;Indemnity.

8.1 Insurance Premiums. Thecost ofthepremiums forthe insurancepoliciesmaintained byLessor pursuanttoparagraph 8are includedas OperaƟng Expenses(see paragraph4.2 (a)(iv)). Said costsshall includeincreases inthepremiums resulƟngfrom addiƟonalcoveragerelated torequirements oftheholder ofa mortgageor deedof trustcoveringthe Premises,Building and/orProject, increased valuaƟonof thePremises, Buildingand/orProject, and/ora generalpremiumrate increase. Saidcosts shallnot,however,includeany premiumincreases resulƟngfromthe natureof theoccupancyof anyother tenantofthe Building. Inno event, however,shall Lesseebe responsibleforany porƟonof thepremium cost aƩributableto liabilityinsurance coverageinexcess of$2,000,000 procuredunderParagraph

8.2(b).

8.2 Liability Insurance.
(a) Carried byLessee. Lesseeshall obtainand keepin forceaCommercial GeneralLiability policyofinsurance protecƟngLessee andLessoras an addiƟonalinsured againstclaims forbodilyinjury,personalinjury andproperty damagebasedupon orarising outofthe ownership,use, occupancyormaintenance of thePremises andall areasappurtenantthereto. Such insuranceshall beonan occurrencebasis providingsinglelimit coveragein anamountnot lessthan $1,000,000 peroccurrence withan annualaggregateof notless than$2,000,000. Lesseeshall addLessor asan addiƟonal insuredby meansofan endorsementat leastas broad asthe InsuranceService OrganizaƟon's "AddiƟonalInsured-Managers orLessors ofPremises" Endorsement. The policyshall notcontainany intra-insuredexclusions asbetween insuredpersons or organizaƟons,but shallinclude coveragefor liabilityassumedunder thisLease asan"insured contract"for theperformanceof Lessee's indemnity obligaƟons underthis Lease. The limitsof saidinsurance shallnot,however,limitthe liabilityofLessee norrelieve Lesseeofany obligaƟonhereunder.

Lesseeshall providean endorsementonits liabilitypolicy(ies) whichprovides thatitsinsurance shallbe primarytoand notcontributory withanysimilar insurance carriedby Lessor,whose insuranceshallbe consideredexcess insuranceonly. (b) Carriedby Lessor. Lessorshallmaintain liabilityinsurance asdescribedin Paragraph8.2(a), in addiƟon to,andnot inlieu of,theinsurance requiredto bemaintained byLessee. Lesseeshall notbe namedas an addiƟonalinsured therein.

8.3 Property Insurance- Building,Improvements andRentalValue. (a) Building andImprovements. Lessorshall obtainand keepin forceapolicy orpolicies ofinsurancein thename ofLessor,with losspayable toLessor, anyground-lessor,andto anyLenderinsuring lossor damageto theBuildingand/or Project. Theamountof suchinsurance shallbeequal tothe fullinsurable replacementcost ofthe Buildingand/orProject, asthe sameshall existfrom Ɵme to Ɵme, ortheamount requiredby anyLender,but inno eventmore thanthe commerciallyreasonable andavailable insurablevaluethereof. Lessee Owned AlteraƟons and UƟlity InstallaƟons, TradeFixtures, andLessee's personalpropertyshall beinsured byLessee notbyLessor. If thecoverage isavailableand commerciallyappropriate, suchpolicy orpoliciesshall insureagainst allrisksof directphysical loss ordamage (exceptthe perilsof ﬂood and/orearthquake unlessrequired byaLender), includingcoverage fordebrisremoval andthe enforcementofany Applicable Requirementsrequiring theupgrading, demoliƟon, reconstrucƟonor replacementof any porƟon ofthePremises asthe resultofa coveredloss. Saidpolicy orpolicies shallalso containan agreed valuaƟonprovision inlieu ofany coinsuranceclause,waiver ofsubrogaƟon, and inﬂaƟonguard protecƟoncausing anincreasein the 15 AGENDA ITEM NO. 3.
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annualproperty insurancecoverage amountbya factorof notless thantheadjusted U.S.Department ofLaborConsumer PriceIndex forAllUrban Consumersfor the citynearest towhere thePremisesare located. Ifsuch insurancecoveragehas a deducƟble clause,the deducƟble amountshall notexceed$5,000 peroccurrence. (b) RentalValue. Lessor shallalsoobtain andkeep inforcea policyor policiesin thenameof Lessorwith losspayableto Lessorand anyLender,insuring theloss ofthe fullRentfor oneyear withan extendedperiodof indemnityfor an addiƟonal180 days("Rental Valueinsurance"). Saidinsurance shallcontain an agreed valuaƟon provisionin lieuofany coinsuranceclause, andthe amountofcoverage shallbe adjustedannuallyto reﬂectthe projectedRentotherwise payableby Lessee,for thenext 12monthperiod.
(c) AdjacentPremises. Lessee shallpayfor anyincrease inthe premiumsforthe propertyinsurance oftheBuilding andfor theCommonAreas orother buildingsin theProject ifsaidincrease iscaused byLessee's acts,omissions,use oroccupancy ofthePremises. (d) Lessee'sImprovements. Since Lessoristhe InsuringParty,Lessorshallnot berequired toinsure LesseeOwned AlteraƟons and UƟlity InstallaƟons unlessthe itemin quesƟonhasbecome theproperty ofLessor undertheterms ofthis Lease.

8.4 Lessee's Property;Business InterrupƟonInsurance; Worker's CompensaƟon Insurance. (a) Property Damage. Lesseeshallobtain andmaintain insurancecoverage onallof Lessee'spersonal property,TradeFixtures, andLessee Owned AlteraƟonsand UƟlity InstallaƟons. Such insuranceshallbe fullreplacement costcoveragewith a deducƟble ofnot toexceed$1,000 peroccurrence. Theproceeds fromany suchinsurance shallbeused byLessee forthe replacementofpersonal property,TradeFixturesandLessee Owned AlteraƟons and UƟlity InstallaƟons. (b) Business InterrupƟon. Lessee shallobtainand maintainloss ofincomeand extraexpense insurancein amountsaswill reimburseLessee fordirector indirectloss ofearnings aƩributabletoall perilscommonly insuredagainst byprudentlessees inthe businessofLessee or aƩributable to prevenƟonof accessto the Premisesas aresult ofsuchperils.
(c) Worker's CompensaƟon Insurance. Lesseeshallobtain andmaintain Worker's CompensaƟon Insuranceinsuch amountas mayberequired by ApplicableRequirements. Such policyshallinclude a'Waiver of SubrogaƟon' endorsement. Lessee shallprovide Lessorwith acopyof suchendorsement alongwith the cerƟﬁcate ofinsurance orcopyof thepolicy requiredby paragraph8.5. (d) No RepresentaƟon ofAdequate Coverage. Lessor makesno representaƟonthatthe limitsor formsof coverageofinsurance speciﬁedherein are adequateto coverLessee's property,business operaƟons or obligaƟons underthis Lease.

8.5 Insurance Policies. Insurancerequired hereinshallbe bycompanies maintainingduringthe policyterm a"GeneralPolicyholders RaƟng"of atleast A-,VII, asset forthin themostcurrent issueof "Best'sInsurance Guide",orsuch other raƟng asmaybe requiredby aLender. Lesseeshall notdo orpermitto bedone anythingwhich invalidatesthe requiredinsurancepolicies. Lessee shall,prior totheStart Date,deliver toLessor cerƟﬁed copiesof policiesofsuch insuranceor cerƟﬁcateswith copiesof therequiredendorsements evidencingthe existenceand amountsofthe requiredinsurance. Nosuch policyshall becancelableor subject to modiﬁcaƟon except aŌer 30daysprior wriƩen noƟce toLessor. Lesseeshall, atleast 10daysprior tothe expiraƟonofsuch policies,furnish Lessorwith evidenceof renewalsor "insurancebinders" evidencingrenewalthereof, orLessor mayincrease hisliabilityinsurance coverageand chargethecost thereofto Lessee,which amountshall bepayable byLesseeto Lessorupon demand. Suchpoliciesshall befor aterm ofatleast oneyear,orthelength ofthe remainingtermof thisLease, whicheveris less. IfeitherParty shallfail toprocure andmaintainthe insurancerequired tobecarried byit, theotherParty may,but shallnot berequiredto,procure andmaintain thesame.Lesseeshall,onorpriortotheStartDate,delivertoLessorcertificatesofinsurance evidencingtherequiredinsurance.Nosuchpolicyshallbecanceledwithoutendeavoringtoprovide ten(10)dayspriorwrittennoticetoLessor.Lesseeshall,within5daysoftheexpirationofsuch insurance,furnishLessorwithanupdatedcertificationofinsuranceevidencingtherenewalor replacementoftherequiredinsurance.

8.6 Waiver of SubrogaƟon. Without aﬀecƟnganyother rightsor remedies,Lesseeand Lessoreach herebyreleaseand relievethe other,and waivetheir enƟre rightto recoverdamages againsttheother,forloss ofor damagetoits propertyarising outofor incidentto theperilsrequired tobe insuredagainst herein. The eﬀectof suchreleases andwaiversis notlimited bythe amountofinsurance carriedor required,orby any deducƟbles applicablehereto. The ParƟes agreeto have their respecƟve propertydamage insurancecarrierswaive anyright to subrogaƟon thatsuchcompanies mayhave againstLessoror Lessee,as thecasemay be,so longas theinsurance isnotinvalidated thereby.

8.7 Indemnity. Except forLessor's grossnegligenceor willfulmisconduct,ExceptforLessor'snegligence, Lessee shallindemnify, protect, defendand holdharmless thePremises,Lessor andits agents,Lessor's masterorground lessor,partners andLenders,from andagainst anyandall claims,loss ofrents and/ordamages, liens,judgments, penalƟes, aƩorneys'and consultants'fees, expensesand/or liabiliƟesarisingout of,involving, orin connecƟon with,a Breachof theLease byLessee and/ortheuse and/oroccupancy ofthe Premisesand/orProject byLessee and/orbyLessee's employees,contractorsorinvitees. Ifany acƟonor proceedingis broughtagainst Lessorbyreason ofany ofthe foregoing maƩers,Lessee shallupon noƟcedefendthe sameat Lessee'sexpenseby counselreasonably saƟsfactoryto Lessorand Lessorshallcooperate withLessee insuch defense. Lessor neednot have ﬁrstpaid anysuch claiminorder tobe defendedor indemniﬁed.

8.8 ExempƟon ofLessor andits AgentsfromLiability. Notwithstanding thenegligenceor breachof thisLeaseby Lessoror itsagents, neitherLessornor its agentsshall beliable underanycircumstances for:(i) injuryor damagetothe personor goods,wares,merchandise orother propertyofLessee, Lessee'semployees, contractors,invitees, customers,or anyotherperson inor aboutthe Premises,whethersuch damageor injuryiscaused byor resultsfrom ﬁre, steam,electricity,gas, wateror rain,indoor airquality,the presenceof moldor fromthebreakage, leakage, obstrucƟon orotherdefects ofpipes, ﬁresprinklers,wires, appliances,plumbing, HVACor lighƟng ﬁxtures, orfromany othercause, whetherthe saidinjuryor damageresults from condiƟonsarising uponthe Premisesorupon other porƟons ofthe Building,or fromother sourcesorplaces, (ii)any damagesarising fromanyact orneglect ofanyother tenantof Lessororfrom thefailure ofLessor oritsagents to enforcethe provisionsof anyotherlease inthe Project,or (iii)injuryto Lessee'sbusiness orforany lossof incomeor proﬁt therefrom. Instead,it isintendedthat Lessee'ssole recoursein theeventof suchdamages orinjury beto ﬁle aclaim ontheinsurance policy(ies)that Lesseeisrequired tomaintain pursuantto the provisionsof paragraph8.Notwithstandinganythinginthissectiontothecontrary,however,theforegoing shallnotlimit,restrict,otherwiseaffectLessor'sobligationsundertheLease.

8.9 Failure toProvide Insurance. Lesseeacknowledgesthat anyfailure onitspart toobtain ormaintainthe insurancerequired hereinwill exposeLessorto risksand potenƟallycause Lessortoincur costsnot contemplatedby thisLease,the extentof whichwillbe extremely diﬃcult toascertain. Accordingly,for anymonth or porƟon thereofthat Lesseedoesnot maintainthe requiredinsurance and/ordoesnot provideLessor withtherequired bindersor cerƟﬁcatesevidencingthe existenceof therequired insurance,theBase Rentshall be automaƟcally increased,withoutany requirementfor noƟcetoLessee, byan amountequalto 10%of the then exisƟng BaseRent or$100,whichever isgreater. The parƟesagreethat suchincrease inBaseRent representsfair andreasonable compensaƟon forthe addiƟonalrisk/costs thatLessor willincurby reasonof Lessee'sfailure tomaintainthe requiredinsurance. Suchincrease inBase Rentshallin noevent consƟtutea waiverof Lessee'sDefault orBreachwith respectto thefailure tomaintainsuch insurance,prevent theexerciseof anyof theotherrights andremedies granted hereunder,nor relieveLessee ofits obligaƟon tomaintain theinsurance speciﬁedinthis Lease.

9. Damageor DestrucƟon.

9.1 DeﬁniƟons.
(a) "Premises ParƟalDamage" shallmeandamage or destrucƟon tothe improvementsonthe Premises,other thanLesseeOwned AlteraƟonsand UƟlity InstallaƟons,which canreasonably berepairedin 3months orless fromthedate ofthe damageor destrucƟon, andthe costthereofdoes notexceed asum equalto6 month'sBase Rent. Lessorshall noƟfy Lesseein wriƟngwithin 30daysfrom thedate ofthedamage or destrucƟon astowhether ornot thedamage is ParƟalor Total. (b) "PremisesTotal DestrucƟon"shall meandamageor destrucƟonto theimprovementson thePremises, otherthan LesseeOwned AlteraƟons and UƟlity InstallaƟons andTradeFixtures,whichcannot reasonablybe repairedin 3monthsor lessfrom thedateof thedamage or destrucƟonand/or thecost thereof exceedsa sumequal to6month's BaseRent. Lessor shall noƟfyLessee in wriƟng within30days fromthe dateofthe damageor destrucƟonas towhetheror notthe damageis ParƟalor Total.
(c) "InsuredLoss" shallmean damageor destrucƟon toimprovements onthe Premises,otherthan LesseeOwned AlteraƟonsand UƟlity InstallaƟonsand TradeFixtures, whichwas causedbyan eventrequired tobe coveredbythe insurancedescribed inParagraph8.3(a), irrespecƟveof any deducƟbleamounts or coveragelimits involved.
(d) "ReplacementCost" shallmean thecostto repairor rebuildtheimprovements ownedby Lessorat the Ɵmeof theoccurrence totheir condiƟon exisƟngimmediately priorthereto, including demoliƟon,debris removaland upgradingrequired bythe operaƟon ofApplicable Requirements,andwithout deducƟon for depreciaƟon.
(e) "Hazardous Substance CondiƟon"shall meanthe occurrenceor discoveryofa condiƟoninvolving thepresenceof,ora contaminaƟonby,a HazardousSubstance, in,on, orunderthe Premiseswhich requires restoraƟon.

9.2 ParƟal Damage- InsuredLoss. Ifa Premises ParƟal Damagethatis anInsured Lossoccurs,then Lessorshall, atLessor's expense,repairsuch damage(but notLessee's TradeFixtures orLesseeOwned AlteraƟonsand UƟlity InstallaƟons) assoonas reasonablypossible andthisLease shall conƟnue infullforce and eﬀect; provided,however,thatLessee shall,atLessor's elecƟon,make therepair ofanydamage ordestrucƟon thetotalcost torepair ofwhichis $5,000or less,and, insuch event,Lessor shallmake anyapplicableinsurance proceedsavailable toLessee onareasonable basisfor thatpurpose. Notwithstandingthe foregoing,ifthe required insurancewas notin forceorthe insuranceproceeds arenot suﬃcientto eﬀect suchrepair,theInsuringParty shallpromptly contributetheshortage inproceeds as 16 AGENDA ITEM NO. 3.
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andwhen requiredto completesaidrepairs. In theevent, however,suchshortage wasdue tothefact that,by reasonofthe uniquenature ofthe improvements,full replacementcost insurancecoveragewasnotcommercially reasonableand available,Lessor shallhaveno obligaƟonto payforthe shortagein insuranceproceedsor tofully restorethe uniqueaspectsof thePremises unlessLessee providesLessorwith thefunds tocoversame, oradequate assurancethereof,within 10days followingreceipt of wriƩen noƟceofsuch shortageand requesttherefor. IfLessor receivessaid fundsoradequate assurancethereof withinsaid10 dayperiod, the partyresponsible formaking therepairsshall completethem assoon asreasonablypossible andthis Leaseshallremain infull forceand eﬀect. If suchfunds or assuranceare notreceived, Lessormaynevertheless electby wriƩen noƟce toLesseewithin 10days thereaŌerto: (i)make such restoraƟonand repairas is commerciallyreasonable withLessor payinganyshortage inproceeds, inwhich casethisLease shallremain infullforce and eﬀect, or(ii)have thisLease terminate30 days thereaŌer. Lessee shallnotbe enƟtledto reimbursementof anyfundscontributed byLessee torepairany suchdamage or destrucƟon. Premises ParƟal Damage dueto ﬂoodor earthquakeshallbe subjectto Paragraph9.3, notwithstandingthatthere maybe someinsurancecoverage, butthe netproceedsof anysuch insurance shallbe madeavailable fortherepairs ifmade byeither Party.

9.3 ParƟal Damage- UninsuredLoss. Ifa Premises ParƟal Damagethatis notan InsuredLossoccurs,unlesscaused bya negligentorwillful actof Lessee(in whichevent Lesseeshall maketherepairs atLessee's expense),Lessor mayeither: (i)repair suchdamageas soonas reasonablypossibleat Lessor'sexpense (subject toreimbursement pursuantto Paragraph4.2),in whichevent thisLease shall conƟnuein fullforce and eﬀect,or (ii)terminate thisLeaseby giving wriƩen noƟceto Lesseewithin 30days aŌerreceiptby Lessorof knowledgeof theoccurrenceof suchdamage. SuchterminaƟon shallbe eﬀecƟve60days followingthe dateof such noƟce. Inthe eventLessorelects toterminate thisLease, Lesseeshallhave theright within10days aŌerreceipt ofthe terminaƟon noƟceto give wriƩen noƟceto Lessorof Lessee'scommitment topayfor therepair ofsuch damagewithoutreimbursement fromLessor. Lesseeshall provideLessor withsaidfunds or saƟsfactory assurancethereof within30 days aŌermaking suchcommitment. In sucheventthis Leaseshall conƟnueinfull forceand eﬀect,andLessor shallproceed tomake suchrepairs assoon asreasonablypossible aŌerthe requiredfunds areavailable. IfLessee doesnotmake therequired commitment,thisLease shallterminate asof thedate speciﬁedin the terminaƟon noƟce.

9.4 Total DestrucƟon. Notwithstandingany otherprovisionhereof,ifa PremisesTotalDestrucƟon occurs,this Leaseshallterminate 60days followingsuch DestrucƟon. Ifthe damageor destrucƟon wascaused bythe grossnegligenceor willfulmisconduct ofLessee,Lessor shallhave therightto recoverLessor's damages fromLessee, exceptas providedinParagraph 8.6.

9.5 Damage NearEnd ofTerm. Ifat any Ɵme duringthelast 6months ofthisLease thereis damagefor whichthecost torepair exceedsonemonth's Base Rent,whether ornot anInsuredLoss, Lessormay terminatethis Lease eﬀecƟve60 daysfollowing thedateof occurrenceof suchdamageby givinga wriƩen terminaƟon noƟce toLessee within30days aŌerthe dateof occurrenceofsuch damage. Notwithstandingtheforegoing, ifLessee atthat Ɵme hasan exercisable opƟonto extendthis Leaseorto purchasethe Premises,then Lesseemaypreserve thisLease by,(a)exercising such opƟon and(b)providing Lessorwith anyshortage ininsurance proceeds(or adequateassurancethereof) neededto makethe repairsonor beforethe earlierof(i) thedate whichis10 days aŌer Lessee'sreceipt of Lessor's wriƩen noƟce purporƟng toterminatethis Lease,or (ii)the daypriorto thedate uponwhichsuch opƟonexpires. IfLessee dulyexercises such opƟon during suchperiod andprovides Lessorwithfunds (oradequate assurancethereof) tocoverany shortagein insuranceproceeds,Lessor shall,at Lessor'scommercially reasonableexpense, repairsuch damageassoon asreasonably possibleand thisLeaseshall conƟnuein fullforceand eﬀect. IfLesseefails toexercise such opƟon and providesuch fundsor assuranceduringsuch period,then thisLease shallterminateon thedate speciﬁedinthe terminaƟon noƟce andLessee's opƟon shallbe exƟnguished.

9.6 Abatement ofRent; Lessee'sRemedies.
(a) Abatement. In theeventof Premises ParƟal Damageor PremisesTotalDestrucƟon ora HazardousSubstance CondiƟon forwhich Lesseeisnot responsibleunder thisLease, theRentpayable byLessee forthe periodrequiredfor therepair,remediaƟonor restoraƟon ofsuch damageshallbe abatedin proporƟonto thedegree towhichLessee's useof thePremises isimpaired,but notto exceedtheproceeds receivedfrom theRentalValueinsurance. Allother obligaƟonsof Lesseehereunder shallbeperformed byLessee, andLessor shallhaveno liabilityfor anysuchdamage, destrucƟon, remediaƟon, repairor restoraƟon exceptas providedherein.
(b) Remedies. IfLessor shallbeobligated torepair orrestorethe Premisesand doesnot commence,ina substanƟaland meaningful way,such repairor restoraƟonwithin 90days aŌersuch obligaƟon shallaccrue, Lesseemay,atany Ɵme priorto thecommencementof suchrepair or restoraƟon,give wriƩen noƟce to Lessorand toany Lendersofwhich Lesseehas actual noƟce, ofLessee's elecƟon toterminate thisLeaseon adate notlessthan 60days followingthe givingofsuch noƟce. IfLessee givessuch noƟce andsuch repairor restoraƟonisnot commencedwithin 30days thereaŌer ,thisLease shallterminateas ofthe date speciﬁed insaid noƟce. Ifthe repairor restoraƟoniscommenced withinsuch 30days,this Leaseshall conƟnueinfull forceand eﬀect. "Commence" shallmean eitherthe uncondiƟonal authorizaƟon ofthe preparaƟonofthe requiredplans, orthe beginningofthe actualwork onthePremises, whichever ﬁrst occurs.

9.7 TerminaƟon;AdvancePayments. Upon terminaƟonofthis Leasepursuant toParagraph6.2(g) orParagraph9,anequitable adjustmentshall bemade concerningadvance BaseRent andanyother advancepayments madeby LesseetoLessor. Lessor shall,in addiƟon, returnto Lesseesomuch ofLessee's Security Depositas hasnot been,oris notthen requiredto be,usedby Lessor.

10. Real PropertyTaxes.

10.1 DeﬁniƟons. Asused herein,the term"RealProperty Taxes"shall includeanyform ofassessment; realestate,general, special,ordinary orextraordinary,or rentallevy ortax (otherthaninheritance, personalincome orestatetaxes);improvementbond; and/orlicense feeimposedupon orlevied againstanylegal or equitableinterest ofLessor intheProject, Lessor'sright toother incometherefrom,and/or Lessor'sbusiness ofleasing, by anyauthority havingthedirect orindirect powerto taxand wherethefunds aregenerated withreferencetotheProject address. "RealPropertyTaxes" shallalso includeanytax, fee,levy,assessmentor charge,or anyincrease therein:(i)imposed byreason ofevents occurringduringthe termof thisLease,including butnot limitedto,a changein theownership ofthe Project,(ii) achange intheimprovements thereon,and/or (iii)levied orassessed on machineryor equipmentprovidedby Lessorto Lesseepursuantto thisLease.

10.2 Payment ofTaxes. Exceptas otherwiseprovidedin Paragraph10.3, Lessorshallpay theReal PropertyTaxesapplicable tothe Project,and saidpayments shallbe includedin the calculaƟonof OperaƟngExpenses inaccordance withtheprovisions ofParagraph 4.2.

10.3 AddiƟonal Improvements. OperaƟng Expensesshall notincludeReal PropertyTaxes speciﬁedinthe taxassessor's recordsandwork sheetsas being causedby addiƟonalimprovements placeduponthe Projectby otherlessees orbyLessor forthe exclusiveenjoymentof suchother lessees. Notwithstanding Paragraph10.2 hereof,Lessee shall,however,pay toLessor atthe Ɵme OperaƟngExpenses arepayable underParagraph4.2, the enƟrety ofanyincrease inReal PropertyTaxesifassessed solelybyreason of AlteraƟons, TradeFixtures or UƟlity InstallaƟons placedupon thePremisesby Lesseeor atLessee'srequest orby reason ofany alteraƟonsor improvementstothe Premisesmade byLessor subsequenttothe execuƟonof thisLeaseby the ParƟes.

10.4 Joint Assessment. If theBuilding isnotseparately assessed,Real PropertyTaxesallocated tothe Buildingshallbe anequitable proporƟonof theReal PropertyTaxesforall oftheland andimprovements includedwithin thetaxparcel assessed,such proporƟontobe determinedby Lessorfromthe respecƟve valuaƟonsassigned inthe assessor'sworksheets orsuch other informaƟon asmaybe reasonablyavailable. Lessor'sreasonable determinaƟonthereof,ingoodfaith, shallbe conclusive.

10.5 Personal PropertyTaxes. Lesseeshall paypriorto delinquency all taxesassessedagainst andlevied uponLesseeOwned AlteraƟonsand UƟlity InstallaƟons,TradeFixtures,furnishings, equipmentandall personalproperty ofLessee containedinthe Premises. Whenpossible,Lessee shallcause itsLessee Owned AlteraƟons and UƟlity InstallaƟons,TradeFixtures, furnishings,equipment andall otherpersonalproperty tobe assessedandbilled separatelyfrom thereal propertyof Lessor. Ifanyof Lessee'ssaid propertyshall beassessedwith Lessor'sreal property,Lesseeshall payLessor thetaxes aƩributable toLessee's property within10 days aŌer receiptofa wriƩenstatement seƫngforth thetaxesapplicable toLessee's property.

11. UƟliƟes andServices.

11.1 Services ProvidedbyLessor. Lessor shallprovide heaƟng, venƟlaƟon,air condiƟoning, reasonableamounts ofelectricity fornormal lighƟng and oﬃce machines,water forreasonable andnormaldrinking andlavatory usein connecƟonwithan oﬃce,and replacementlightbulbs and/or ﬂuorescent tubesandballasts forstandard overhead ﬁxtures. Lessorshall alsoprovide janitorialservices tothePremises andCommon Areas5 Ɵmes perweek, excludingBuildingHolidays, or pursuantto the aƩached janitorialschedule,if any. Lessorshall not,however,be requiredto providejanitorialservices tokitchens orstorageareas includedwithin thePremises.

11.2 Services ExclusivetoLessee. Notwithstanding theprovisionof paragraph11.1, Lesseeshallpay forall water,gas,heat, light,power,telephoneand other uƟliƟesand servicesspecially orexclusivelysupplied and/ormetered exclusivelyto thePremisesor toLessee, togetherwithany taxesthereon. Ifa serviceis deleted byParagraph 1.13and suchserviceis notseparately meteredto thePremises,Lessee shallpay atLessor's opƟon, eitherLessee's Shareora reasonable proporƟon to bedetermined byLessor ofallcharges forsuch jointlymetered service.

11.3 Hours ofService. Saidservices and uƟliƟesshall beprovided during Ɵmesset forthin Paragraph1.12. UƟliƟesand servicesrequired atother Ɵmes shall besubject toadvance requestandreimbursement byLessee toLessor ofthecost thereof.

11.4 Excess UsagebyLessee. Lessee shallnotmake connecƟonto the uƟliƟesexcept byor through exisƟngoutlets andshall notinstall orusemachinery or equipmentin orabout thePremisesthat usesexcess water, lighƟng orpower,or suﬀeror permitanyact thatcauses extraburdenupon the uƟliƟes orservices, includingbut notlimited tosecurityand trashservices, overstandard oﬃceusagefor theProject. Lessorshall requireLessee toreimburseLessor forany excess expensesor coststhat mayariseout ofa breachof thissubparagraphby Lessee. Lessormay,in itssole discreƟon,installat Lessee'sexpense supplementalequipment and/orseparate meteringapplicable toLessee'sexcess usageor loading.

11.5 InterrupƟons. Thereshall beno abatementofrent andLessor shallnotbe liablein anyrespectwhatsoever forthe inadequacy,stoppage, interrupƟonor 17 AGENDA ITEM NO. 3.
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disconƟnuanceof any uƟlity orservicedue toriot, strike,labor dispute,breakdown,accident, repairor othercausebeyond Lessor'sreasonable controlorin cooperaƟonwith governmentalrequest or direcƟons.

11.6 Within ﬁŌeendaysof Lessor's wriƩen request,Lesseeagrees todeliver toLessorsuch informaƟon,documents and/or authorizaƟonas Lessorneeds in orderfor Lessorto complywithnew or exisƟng ApplicableRequirements relaƟngtocommercial buildingenergy usage, raƟngs, and/orthe reporƟngthereof.

12. Assignment and Subleƫng.

12.1 Lessor's ConsentRequired.
(a) Lessee shallnot voluntarilyorby operaƟonof lawassign, transfer,mortgageor encumber(collecƟvely, "assignorassignment") orsublet allorany partof Lessee'sinterest inthisLease orin thePremises withoutLessor'sprior wriƩenconsent,whichconsentshallnotbeunreasonably withheld,delayedorconditioned.
(b) UnlessLessee isa corporaƟonandits stockis publiclytradedon a naƟonal stockexchange, achangein thecontrol ofLesseeshall consƟtutean assignmentrequiring consent. Thetransfer,on a cumulaƟve basis,of 25%50%or moreofthe voƟngcontrol ofLesseeshall consƟtutea changein controlforthis purpose.
(c) Theinvolvement ofLessee oritsassets inany transacƟon,orseries of transacƟons (byway ofmerger,sale, acquisiƟon, ﬁnancing, transfer,leveraged buyoutor otherwise), whether ornota formalassignment or hypothecaƟon ofthisLease orLessee's assetsoccurs,which resultsor willresultin a reducƟon ofthe NetWorthofLessee byanamount greaterthan 25%of suchNetWorth asit wasrepresentedat the Ɵme ofthe execuƟon ofthis Leaseor atthe Ɵme ofthe most recentassignment towhich Lessorhasconsented, oras itexists immediatelypriorto said transacƟon or transacƟons consƟtuƟng such reducƟon, whicheverwasor is greater,shall beconsidered anassignmentof thisLease towhich Lessormaywithhold itsconsent. "NetWorth ofLessee" shallmeanthe networth ofLessee (excludingany guarantors)established undergenerallyaccepted accounƟngprinciples. (d) Anassignment or subleƫngwithout consentshall, atLessor's opƟon,bea Defaultcurable aŌer noƟceper Paragraph13.1(d), oranon-curable Breach withoutthe necessityof any noƟceand graceperiod. If Lessorelectsto treatsuch unapprovedassignmentor subleƫngas anon-curableBreach, Lessormay either:
(i)terminate thisLease, or(ii)upon 30days wriƩen noƟce, increasethemonthly BaseRent to110%of theBase Rentthenin eﬀect. Further,in theeventof such Breachand rentaladjustment, (i)thepurchase priceof any opƟon topurchasethe Premisesheld byLesseeshall besubject tosimilaradjustment to110% ofthe price previouslyin eﬀect,and (ii)all ﬁxed andnon-ﬁxed rentaladjustments scheduledduringthe remainderof theLeaseterm shallbe increasedto110% ofthe scheduled adjustedrent.
(e) Lessee's remedyforany breachof Paragraph12.1 byLessorshall belimited tocompensatorydamages and/or injuncƟve relief. (f) Lessor mayreasonablywithhold consentto aproposedassignment or subleƫng ifLesseeis inDefault atthe Ɵmeconsentis requested. (g) Notwithstanding theforegoing, allowinga deminimis porƟon ofthe Premises,i.e.20 squarefeet orless,to beused bya thirdpartyvendor in connecƟonwith the installaƟon ofavending machineor payphoneshall not consƟtutea subleƫng.

12.2 Termsand CondiƟonsApplicable toAssignment and Subleƫng. (a) Regardless ofLessor's consent,noassignment or subleƫng shall: (i)be eﬀecƟvewithoutthe express wriƩen assumpƟon bysuch assigneeor sublesseeof the obligaƟons ofLesseeunder thisLease, (ii)release Lesseeofany obligaƟonshereunder,or(iii)alter theprimary liabilityofLessee forthe paymentof Rentor forthe performanceofany other obligaƟons tobe performedbyLessee. (b) Lessormay acceptRent orperformanceof Lessee's obligaƟons fromanyperson otherthan Lesseepending approvalordisapproval ofan assignment.

Neithera delayin theapprovalor disapprovalof suchassignment northeacceptance ofRent orperformanceshall consƟtutea waiverorestoppel ofLessor's rightto exerciseits remediesfor Lessee'sDefaultor Breach.
(c) Lessor'sconsent toany assignmentor subleƫng shallnot consƟtutea consenttoany subsequentassignment or subleƫng. (d) Inthe eventof anyDefaultor Breachby Lessee,Lessormay proceeddirectly againstLessee, anyGuarantorsor anyoneelse responsibleforthe performanceof Lessee's obligaƟons underthisLease, includingany assigneeor sublessee, without ﬁrst exhausƟngLessor's remediesagainstany otherperson or enƟtyresponsible thereforto Lessor,orany securityheld byLessor. (e) Each requestforconsent toan assignmentor subleƫngshallbe in wriƟng, accompaniedbyinformaƟon relevantto Lessor's determinaƟonas tothe ﬁnancialand operaƟonalresponsibility andappropriatenessof theproposed assigneeor sublessee,includingbut notlimited totheintended useand/or required modiﬁcaƟonof thePremises, ifany,together witha feeof $500as consideraƟon forLessor's consideringandprocessing saidrequest. Lesseeagrees toprovide Lessor withsuch otheror addiƟonal informaƟonand/or documentaƟonas maybe reasonablyrequested.(See alsoParagraph36) (f) Any assigneeof,or sublesseeunder,thisLeaseshall, byreason of accepƟngsuch assignment,entering intosuch sublease,orentering intopossession ofthe Premisesor any porƟonthereof,bedeemed tohave assumedandagreed toconform andcomplywith eachand everyterm,covenant, condiƟonand obligaƟon hereinto beobserved orperformedby Lesseeduring theterm ofsaidassignment orsublease, otherthansuch obligaƟonsas arecontraryto orinconsistent with provisionsof anassignment orsubleaseto whichLessor has speciﬁcally consentedtoin wriƟng. (g) Lessor's consentto anyassignment or subleƫngshall nottransfer totheassignee orsublessee any OpƟongranted tothe originalLessee bythisLease unlesssuch transferis speciﬁcallyconsentedto byLessor in wriƟng. (SeeParagraph39.2)

12.3 AddiƟonal Termsand CondiƟons Applicableto Subleƫng. The followingterms and condiƟonsshall applyto any subleƫngby Lesseeof allor anypartof thePremises andshall bedeemedincluded inall subleasesunder thisLeasewhether ornot expresslyincorporatedtherein:
(a) Lessee herebyassigns andtransfersto Lessorall ofLessee's interestinall Rentpayable onanysublease, andLessor maycollectsuch Rentand apply sametoward Lessee's obligaƟons underthisLease; provided,however,that unƟl aBreachshall occurin theperformanceof Lessee's obligaƟons, Lesseemaycollect saidRent. In theeventthat theamount collectedby LessorexceedsLessee's thenoutstanding obligaƟonsanysuch excessshall berefundedto Lessee. Lessorshall not,by reasonof theforegoingor anyassignment ofsuch sublease,norby reasonof the collecƟonof Rent,be deemedliableto thesublessee forany failureofLessee toperform andcomply withanyof Lessee's obligaƟons tosuch sublessee. Lessee herebyirrevocably authorizesanddirects anysuch sublessee,uponreceipt ofa wriƩen noƟce fromLessor staƟngthata Breachexists inthe performanceofLessee's obligaƟonsunder thisLease,to payto LessorallRent dueand tobecome due underthe sublease. Sublesseeshallrely uponany such noƟce fromLessorand shallpay allRentsto Lessorwithout any obligaƟonor rightto inquireas towhether suchBreach exists,notwithstanding anyclaimfrom Lesseeto thecontrary. (b) Inthe eventof aBreachby Lessee,Lessor may,atits opƟon,require sublesseeto aƩorntoLessor,inwhich eventLessorshall undertakethe obligaƟonsof thesublessor undersuchsublease fromthe Ɵmeof theexerciseof said opƟon tothe expiraƟon ofsuch sublease;provided,however,Lessorshall notbe liablefor anyprepaid rentsorsecurity depositpaid bysuch sublesseetosuch sublessoror foranyprior Defaultsor Breachesofsuch sublessor. (c) Any maƩer requiringthe consentofthe sublessorunder asublease shallalsorequire theconsent ofLessor. (d) Nosublessee shallfurther assignorsublet allor anypartof thePremises withoutLessor's prior wriƩenconsent. (e) Lessor shalldelivera copyof any noƟce ofDefaultor Breachby Lesseetothe sublessee,who shallhavethe rightto curethe DefaultofLessee within thegrace period,if any, speciﬁedin such noƟce. The sublesseeshallhave aright ofreimbursementand oﬀsetfrom andagainstLessee forany suchDefaults curedby thesublessee.

13. Default; Breach;Remedies.

13.1 Default; Breach. A "Default"is deﬁnedasa failureby theLesseeto complywith orperformany ofthe terms,covenants, condiƟonsorRules and RegulaƟonsunder thisLease. A"Breach" is deﬁned asthe occurrenceofone ormore ofthefollowing Defaults,and thefailureof Lesseeto curesuch Defaultwithin anyapplicable graceperiod:
(a) The abandonmentof thePremises;the vacaƟngof thePremises priortothe expiraƟonor terminaƟonofthis Leasewithout providingacommercially reasonablelevel ofsecurity,orwherethe coverageof theproperty insurancedescribedin Paragraph8.3 isjeopardizedas aresult thereof,orwithout providing reasonableassurances tominimize potenƟalvandalism;or failureto deliverto Lessorexclusivepossession ofthe enƟrePremisesin accordanceherewith priortothe expiraƟonor terminaƟonof thisLease.
(b) Thefailure ofLessee tomakeany paymentof Rentorany SecurityDeposit requiredto bemadeby Lesseehereunder,whethertoLessor orto athird party,when due,to providereasonableevidence ofinsurance orsurety bond,orto fulﬁllany obligaƟonunderthis Leasewhich endangersorthreatens lifeor property,where suchfailure conƟnuesfora periodof 3business daysfollowing wriƩen noƟceto Lessee. THE ACCEPTANCEBY LESSOROFA PARTIALPAYMENTOF

RENTOR SECURITYDEPOSIT SHALLNOTCONSTITUTE AWAIVER OFANY OFLESSOR'SRIGHTS, INCLUDINGLESSOR'S RIGHTTORECOVER POSSESSIONOF THE PREMISES.
(c) Thefailure ofLessee toallowLessor and/orits agentsaccess tothePremises orthe commissionofwaste, actor acts consƟtuƟngpublic orprivate nuisance,and/or anillegal acƟvityonthe Premisesby Lessee,where such acƟons conƟnue fora periodof3 businessdays following wriƩen noƟce toLessee. In the eventthat Lesseecommits waste,anuisance oran illegal acƟvity asecond Ɵme then,the Lessormayelect totreat suchconductas anon-curable Breachrather thana Default.
(d) Thefailure byLessee toprovide(i) reasonable wriƩen evidenceofcompliance withApplicable Requirements,(ii) theservicecontracts, (iii)the rescissionof anunauthorized assignmentor subleƫng, (iv)an Estoppel CerƟﬁcate or ﬁnancialstatements, (v)a requested subordinaƟon,(vi) evidenceconcerning any 18 AGENDA ITEM NO. 3.
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guarantyand/or Guarantor,(vii) anydocumentrequested underParagraph 41,(viii) materialsafetydata sheets(MSDS), or(ix)any other documentaƟon or informaƟonwhich Lessormay reasonablyrequireof Lesseeunder theterms ofthisLease, whereany suchfailure conƟnues fora periodof10business days following wriƩen noƟceto Lessee.
(e) A DefaultbyLessee asto theterms, covenants, condiƟonsor provisionsof thisLease,or ofthe rulesadoptedunder Paragraph2.9 hereof,other than thosedescribed insubparagraphs 13.1(a),(b),(c) or(d), above,where suchDefault conƟnues fora periodof30 days aŌer wriƩen noƟce;provided, however,that if thenature ofLessee's Defaultissuch thatmore than30 daysarereasonably requiredfor itscure,then itshall notbedeemed tobe aBreach ifLesseecommences suchcure withinsaid 30dayperiod and thereaŌer diligentlyprosecutes suchcureto compleƟon. (f) The occurrenceofany ofthe followingevents: (i)the makingofany generalarrangement orassignment forthe beneﬁt ofcreditors; (ii)becominga "debtor"as deﬁnedin 11U.S.C.§ 101or anysuccessor statutethereto(unless, inthe caseofa peƟƟon ﬁled againstLessee,the sameis dismissedwithin 60days);(iii) theappointment ofa trusteeorreceiver totakepossessionof substanƟallyallof Lessee'sassets locatedatthe Premisesor ofLessee'sinterest inthis Lease,where possessionis notrestored toLesseewithin 30days; or(iv) the aƩachment, execuƟon orother judicialseizureof substanƟallyall ofLessee'sassets locatedat the Premisesor ofLessee's interestinthis Lease,where suchseizure isnotdischarged within30 days;provided,however,inthe eventthatany provisionof this subparagraph(e) iscontrary toanyapplicable law,such provisionshall beofno forceor eﬀect,andnot aﬀectthe validityofthe remainingprovisions. (g) The discoverythat any ﬁnancial statementofLessee orof anyGuarantorgiven toLessor wasmateriallyfalse. (h) Ifthe performanceof Lessee's obligaƟonsunder thisLease isguaranteed: (i)the deathof aGuarantor,(ii) the terminaƟon ofaGuarantor's liability withrespect tothis Leaseotherthan inaccordance withthe termsofsuch guaranty,(iii) aGuarantor'sbecoming insolventor thesubjectof abankruptcy ﬁling,(iv) a Guarantor'srefusal tohonor theguaranty,or (v)a Guarantor'sbreach ofitsguaranty obligaƟonon an anƟcipatorybasis, andLessee's failure,within60 daysfollowing wriƩen noƟce ofany suchevent,to provide wriƩen alternaƟveassurance orsecurity,which, whencoupled withthethen exisƟngresources ofLessee,equals or exceedsthe combined ﬁnancial resourcesofLessee andthe Guarantorsthat existedatthe Ɵmeof execuƟonofthis Lease.

13.2 Remedies. IfLessee failsto performanyof its aﬃrmaƟve duƟesor obligaƟons, within10 days aŌer wriƩen noƟce(or incase ofanemergency,without noƟce),Lessor may,at its opƟon,perform suchduty or obligaƟon onLessee'sbehalf,includingbut notlimitedto theobtaining ofreasonablyrequired bonds, insurancepolicies, orgovernmental licenses,permitsor approvals. Lesseeshall paytoLessor anamount equalto115% ofthe costsandexpenses incurredby Lessor insuch performanceupon receiptofan invoicetherefor. In theeventof aBreach, Lessormay,with orwithout further noƟceor demand,and without limiƟng Lessor inthe exerciseof anyrightor remedywhich Lessormay havebyreason ofsuch Breach:
(a) TerminateLessee'sright topossessionof thePremises byany lawfulmeans,in whichcase thisLeaseshall terminateand Lesseeshallimmediately surrenderpossession toLessor. Insuch eventLessor shallbe enƟtledtorecover fromLessee: (i)the unpaidRent whichhadbeen earnedat the Ɵme of terminaƟon; (ii)the worthat the Ɵmeof awardof theamount bywhichthe unpaidrent whichwouldhave beenearned aŌer terminaƟon unƟl the Ɵme ofaward exceedsthe amountof suchrental lossthatthe Lesseeproves couldhave beenreasonablyavoided; (iii)the worthatthe Ɵmeof awardofthe amountby whichthe unpaidrentfor thebalance ofthe term aŌerthe Ɵmeof awardexceedstheamountof suchrental lossthatthe Lesseeproves couldbereasonably avoided;and (iv)any otheramount necessaryto compensateLessor forallthe detrimentproximately causedby theLessee'sfailure toperform its obligaƟonsunder thisLease orwhichin theordinary courseof thingswould belikelyto resulttherefrom, includingbut notlimitedto thecost ofrecoveringpossession ofthe Premises,expensesof releƫng,including necessary renovaƟon and alteraƟon ofthePremises, reasonable aƩorneys' fees,and that porƟonof anyleasing commissionpaidby Lessorin connecƟonwiththis Leaseapplicable tothe unexpiredtermof thisLease. The worthatthe Ɵmeof awardofthe amountreferredtoinprovision (iii)of theimmediately preceding sentenceshall becomputed by discounƟngsuch amountat thediscount rateofthe FederalReserve Bankofthe Districtwithin whichthePremises arelocated atthe Ɵmeof awardplus onepercent. Eﬀortsby Lessorto miƟgatedamagescaused byLessee's Breachofthis Leaseshall notwaiveLessor's rightto recoverany damagesto whichLessor isotherwise enƟtled. If terminaƟonof thisLease isobtainedthrough theprovisional remedyofunlawful detainer,Lessor shallhavethe rightto recover insuch proceedingany unpaidRentand damagesas arerecoverable therein,orLessor mayreserve therightto recoverall oranypart thereofin aseparate suit. If a noƟceand graceperiod requiredunderParagraph13.1was notpreviously given,a noƟce topay rentorquit, orto performorquit givento Lesseeunder theunlawful detainerstatute shallalso consƟtutethe noƟce requiredby Paragraph13.1. Insuch case,the applicablegraceperiod requiredby Paragraph13.1and theunlawful detainerstatute shallrun concurrently,andthe failureof Lesseeto curetheDefault withinthe greaterofthe twosuch graceperiodsshall consƟtuteboth anunlawful detainerand aBreach ofthisLease enƟtlingLessor tothe remediesprovidedfor inthis Leaseand/orby saidstatute. (b) ConƟnuethe Leaseand Lessee'srightto possessionand recovertheRent asit becomesdue, inwhichevent Lesseemay subletorassign, subjectonly toreasonable limitaƟons. Actsofmaintenance, eﬀortsto relet,and/or theappointmentof areceiver toprotectthe Lessor'sinterests, shallnot consƟtute a terminaƟonof theLessee's righttopossession.
(c) Pursueany otherremedy nowor hereaŌer availableunder thelaws orjudicialdecisions ofthe statewhereinthe Premisesare located. The expiraƟon or terminaƟon ofthis Leaseand/orthe terminaƟonof Lessee'sright topossessionshall notrelieve Lesseefromliability underany indemnityprovisionsof thisLease asto maƩersoccurring oraccruingduring theterm hereofor byreasonof Lessee'soccupancy ofthePremises.

13.3 Inducement Recapture. Any agreementfor freeorabated rentor othercharges,the costof tenantimprovementsfor Lesseepaid foror performedby Lessor,or forthe givingorpaying byLessor toor forLesseeof anycash orotherbonus, inducementor consideraƟonforLessee's enteringinto thisLease, allofwhich concessionsare hereinaŌerreferredtoas"Inducement Provisions,"shall bedeemed condiƟoneduponLessee's fulland faithfulperformanceof allof theterms, covenantsand condiƟonsof thisLease. UponBreach ofthis LeasebyLessee, anysuch InducementProvisionshall automaƟcallybe deemeddeletedfrom thisLease andof nofurther forceor eﬀect, andany rent,other charge,bonus,inducement or consideraƟon theretoforeabated,given orpaid byLessorunder suchan InducementProvision shallbe immediatelydueand payableby Lesseeto Lessor,notwithstandingany subsequentcure ofsaidBreach byLessee. Theacceptance by Lessorof rentor thecureof theBreach which iniƟated the operaƟonof thisparagraph shallnotbe deemeda waiverbyLessor ofthe provisionsof thisparagraph unless speciﬁcally sostated in wriƟngby Lessorat the Ɵme ofsuchacceptance.

13.4 Late Charges. Lessee herebyacknowledges thatlatepayment byLessee ofRentwill causeLessor toincurcosts notcontemplated bythis Lease,theexact amountof whichwill beextremely diﬃcult toascertain. Such costsinclude,but arenot limitedto,processing and accounƟng charges,andlate chargeswhich maybe imposedupon Lessorby anyLender. Accordingly,if anyRent shallnotbe receivedby Lessorwithin5 days aŌer suchamountshall bedue, then,without any requirementfor noƟceto Lessee,Lesseeshall immediatelypay toLessor aone-Ɵmelate chargeequal to10%of eachsuch overdueamountor $100,whichever is greater. The parƟes herebyagreethat suchlate chargerepresents afairand reasonable esƟmate ofthecosts Lessorwill incurbyreason ofsuch latepayment.

Acceptanceof suchlate chargebyLessor shallin noevent consƟtuteawaiver ofLessee's DefaultorBreach withrespect tosuchoverdue amount,nor preventthe exerciseof anyof theotherrights andremedies grantedhereunder. Inthe eventthat alatecharge ispayable hereunder,whetheror notcollected, for3 consecuƟve installmentsof BaseRent, thennotwithstandingany provisionof thisLease tothecontrary,BaseRent shall,atLessor's opƟon,become dueandpayable quarterlyin advance.

13.5 Interest. Anymonetary paymentdue Lessorhereunder,other thanlate charges,notreceived byLessor,whendueshall bearinterest fromthe 31stday aŌerit wasdue. Theinterest ("Interest")charged shallbe computedatthe rateof 10%perannum butshall notexceedthe maximumrate allowedby law. Interest is payablein addiƟonto the potenƟallate chargeprovided forin Paragraph13.4.

13.6 Breach byLessor.
(a) NoƟce ofBreach. Lessorshall notbe deemedin breachofthis Leaseunless Lessorfailswithin areasonable Ɵmetoperform an obligaƟon requiredto beperformed byLessor. Forpurposes ofthis Paragraph,a reasonable Ɵmeshall inno eventbeless than30 days aŌerreceipt byLessor,andany Lenderwhosename andaddress shallhave beenfurnishedto Lesseein wriƟngfor suchpurpose,of wriƩen noƟce specifyingwhereinsuch obligaƟonof Lessorhasnot beenperformed; provided,however,thatif thenatureof Lessor's obligaƟon issuch thatmorethan 30days arereasonablyrequired forits performance,thenLessor shallnot bein breachif performanceis commencedwithinsuch 30day periodand thereaŌerdiligentlypursued tocompleƟon. (b) Performanceby Lesseeon BehalfofLessor. In theeventthat neitherLessor norLender curessaidbreach within30 days aŌerreceipt ofsaid noƟce, orif havingcommenced saidcurethey donot diligentlypursue itto compleƟon, thenLessee mayelectto curesaid breachatLessee's expenseand oﬀsetfrom Rent theactual andreasonable costtoperform suchcure, provided,however,thatsuch oﬀset shallnot exceedanamount equalto thegreaterof onemonth's BaseRent or theSecurity Deposit,reserving Lessee'srightto seekreimbursement fromLessor foranysuch expensein excessofsuch oﬀset. Lesseeshalldocument thecost ofsaid cureand supplysaid documentaƟontoLessor.

14. CondemnaƟon. If thePremisesor any porƟon thereofaretakenunderthe powerof eminentdomainor soldunder thethreatof theexercise ofsaidpower (collecƟvely "CondemnaƟon"), thisLease shallterminateas tothe parttaken asofthe datethe condemningauthoritytakes Ɵtleor possession,whichever ﬁrst occurs.

Ifmore than10% oftherentable ﬂoorarea ofthe Premises,ormore than25% ofLessee'sReserved ParkingSpaces, ifany,are takenby CondemnaƟon,Lessee may,at Lessee's opƟon, tobe exercisedin wriƟng within10 days aŌer Lessorshallhave givenLessee wriƩen noƟceof suchtaking (orinthe absenceof such noƟce, within10 days aŌer thecondemning authorityshallhave takenpossession) terminatethis Leaseasof thedate thecondemningauthority takessuch possession. If Lesseedoes notterminate thisLease inaccordancewith theforegoing, thisLease shallremainin fullforce and eﬀectas tothe porƟonofthe Premisesremaining, exceptthat the BaseRent shallbe reducedin proporƟon tothe reducƟonin uƟlityofthe Premisescaused bysuch CondemnaƟon. CondemnaƟon awardsand/orpayments shallbe theproperty ofLessor,whethersuchaward shallbe madeas compensaƟonfor diminuƟon invalue oftheleasehold, thevalue ofthepart taken,or forseverance damages;provided, however,that Lesseeshallbe enƟtledto any compensaƟon paidbythe condemnorfor Lessee's relocaƟonexpenses, lossof businessgoodwill and/orTradeFixtures,without regardtowhether ornot thisLease isterminatedpursuant tothe provisionsofthis Paragraph. All AlteraƟonsand UƟlity InstallaƟons 19 AGENDA ITEM NO. 3.
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madeto thePremises byLessee,for purposesof CondemnaƟononly,shallbeconsidered theproperty oftheLessee andLessee shallbe enƟtled toany andall compensaƟonwhich ispayable therefor. In theevent thatthis Leaseisnot terminatedby reasonofthe CondemnaƟon,Lessor shallrepairany damageto the Premisescaused bysuch CondemnaƟon.

15. Brokerage Fees.

15.1 AddiƟonal Commission. In addiƟonto thepaymentsowed pursuantto Paragraph1.10above, Lessoragrees that: (a) ifLessee exercisesany OpƟon,(b)if Lesseeor anyone aﬃliated withLesseeacquires fromLessor anyrights tothePremises orother premisesownedby Lessorand locatedwithinthe Project,(c) ifLessee remainsin possessionof thePremises,with theconsent ofLessor, aŌerthe expiraƟon ofthis Lease,or(d) ifBase Rentisincreased, whetherby agreementor operaƟonof an escalaƟon clauseherein,then, Lessorshall payBrokersafeein accordancewith thefeeschedule ofthe Brokersin eﬀect atthe Ɵmethe Leasewas executed. Theprovisions ofthisparagraph areintended tosupersede theprovisionsof anyearlier agreementtothe contrary.

15.2 AssumpƟon of ObligaƟons. Anybuyer ortransfereeof Lessor'sinterest inthisLease shallbe deemedtohave assumedLessor's obligaƟonhereunder.

Brokersshall bethird party beneﬁciariesof theprovisions ofParagraphs 1.10,15,22 and31. IfLessor failsto paytoBrokersanyamounts dueas andforbrokerage feespertaining tothis Leasewhendue, thensuch amountsshall accrueInterest. In addiƟon, ifLessorfails topay anyamountsto Lessee'sBroker whendue, Lessee's Brokermay send wriƩen noƟcetoLessor andLessee ofsuch failureandif Lessorfails topaysuch amountswithin 10days aŌer said noƟce, Lesseeshall paysaid moniesto itsBrokerand oﬀsetsuch amountsagainst Rent. In addiƟon,Lessee's Brokershall bedeemedto bea thirdparty beneﬁciary ofany commissionagreement enteredinto byand/or betweenLessorand Lessor'sBrokerforthe limitedpurposeof collecƟngany brokeragefeeowed.

15.3 RepresentaƟons and IndemniƟesof Broker RelaƟonships. Lesseeand Lessoreach representandwarrant tothe otherthatit hashad nodealings withany person, ﬁrm, broker,agent or ﬁnder(other thanthe Brokersand Agents,ifany) in connecƟon withthisLease, andthat nooneother thansaid namedBrokersand Agentsis enƟtledto anycommissionor ﬁnder'sfeein connecƟon herewith. Lessee andLessor doeachhereby agreeto indemnify,protect,defend andhold theother harmlessfrom andagainst liabilityfor compensaƟon orcharges whichmay beclaimedby anysuch unnamedbroker,ﬁnder orother similarpartyby reasonof any dealingsor acƟonsof theindemnifyingParty,includingany costs,expenses, aƩorneys'feesreasonably incurredwith respectthereto.

16. Estoppel CerƟﬁcates.
(a) Each Party(as "RespondingParty")shall within10business days aŌer wriƩen noƟcefrom theother Party(the"RequesƟng Party")execute, acknowledgeand deliverto the RequesƟngParty astatement in wriƟng informsimilar tothe thenmostcurrent "Estoppel CerƟﬁcate" formpublishedby AIRCRE, plus such addiƟonal informaƟon, conﬁrmaƟon and/orstatementsas maybe reasonablyrequested bytheRequesƟng Party. (b) Ifthe RespondingParty shallfailto executeor delivertheEstoppel CerƟﬁcatewithin such10business dayperiod,the RequesƟngParty may executean Estoppel CerƟﬁcate staƟngthat:(i) theLease isin fullforceand eﬀectwithout modiﬁcaƟonexceptas maybe representedbythe RequesƟngParty,(ii) thereare nouncured defaultsinthe RequesƟngParty's performance,and (iii)ifLessor isthe RequesƟngParty,not morethan onemonth'srent hasbeen paidin advance. ProspecƟvepurchasers andencumbrancersmay relyupon the RequesƟng Party'sEstoppelCerƟﬁcate, andthe RespondingPartyshall beestopped from denyingthe truthof thefactscontained insaid CerƟﬁcate. In addiƟon,Lessee acknowledges that anyfailureon itspart toprovidesuch anEstoppel CerƟﬁcatewill exposeLessor torisks and potenƟallycause Lessorto incurcosts notcontemplatedby thisLease, theextentof whichwill beextremely diﬃcult toascertain.

Accordingly,should theLessee failtoexecute and/ordeliver arequested Estoppel CerƟﬁcatein a Ɵmely fashionthemonthly BaseRent shallbe automaƟcally increased,without anyrequirement for noƟceto Lessee,by anamount equalto10% ofthe thenexisƟngBase Rentor $100,whicheveris greaterfor remainderof the Lease. The ParƟes agreethatsuch increasein BaseRent representsfairand reasonable compensaƟon forthe addiƟonal risk/coststhat Lessorwillincur byreason of Lessee'sfailure toprovide theEstoppel CerƟﬁcate. Such increasein BaseRentshall inno event consƟtutea waiverof Lessee'sDefaultor Breachwith respectto the failureto providethe Estoppel CerƟﬁcatenor preventthe exerciseof anyofthe otherrights andremediesgranted hereunder. (c) IfLessor desiresto ﬁnance, reﬁnance,or sellthe Premises,or anypartthereof,Lesseeand allGuarantorsshall within10business days aŌer wriƩen noƟce fromLessor delivertoany potenƟallender orpurchaser designatedbyLessor such ﬁnancial statementsasmay bereasonably requiredbysuch lender orpurchaser,includingbut notlimitedto Lessee's ﬁnancial statementsfor thepast3 years. Allsuch ﬁnancial statementsshall bereceivedby Lessorand suchlender orpurchaser in conﬁdence andshallbe usedonly forthe purposeshereinset forth.

17. DeﬁniƟon ofLessor. Theterm "Lessor"as usedhereinshall meanthe owneror ownersatthe Ɵmein quesƟonofthe fee Ɵtle tothePremises, or,if thisis a sublease,of theLessee's interestinthe priorlease. In theeventof atransfer ofLessor's Ɵtle orinterest inthePremises orthis Lease,Lessor shalldeliverto the transfereeor assignee(in cashorby credit)any unusedSecurity Depositheldby Lessor. Uponsuchtransfer orassignment anddeliveryof theSecurity Deposit,as aforesaid,the priorLessor shallberelieved ofall liabilitywith respecttothe obligaƟonsand/or covenantsunderthis Lease thereaŌer tobeperformed bythe Lessor.

Subjectto theforegoing, the obligaƟonsand/or covenantsin thisLease tobeperformed bythe Lessorshallbe bindingonly upontheLessor ashereinabove deﬁned.

18. Severability. The invalidityofany provisionof thisLease,as determinedby acourt ofcompetent jurisdicƟon, shallin noway aﬀect thevalidity ofanyother provisionhereof.

19. Days. Unless otherwise speciﬁcallyindicated tothe contrary,theword "days"as usedin thisLeaseshall meanand refertocalendar days.

20. LimitaƟon onLiability. The obligaƟons ofLessor underthisLease shallnot consƟtutepersonal obligaƟonsofLessor,orits partners,members,directors, oﬃcers orshareholders, andLessee shalllookto theProject, andto nootherassets ofLessor,forthe saƟsfacƟon ofany liabilityofLessor withrespect tothis Lease,andshall notseek recourseagainst Lessor'spartners,members, directors, oﬃcers orshareholders, oranyof theirpersonal assetsforsuch saƟsfacƟon.

21. Time ofEssence. Timeis ofthe essencewithrespect tothe performanceof all obligaƟonsto beperformed orobservedby the ParƟes underthisLease.

22. No Prioror OtherAgreements;Broker Disclaimer. ThisLeasecontains allagreements betweenthe ParƟeswithrespect toany maƩer menƟonedherein, andno otherprior orcontemporaneous agreementorunderstanding shallbe eﬀecƟve. LessorandLessee eachrepresents andwarrantsto theBrokersthatithas made,and isrelying solelyupon, itsown invesƟgaƟon asto thenature, quality,characterand ﬁnancialresponsibility oftheother Partyto thisLeaseand asto theuse, nature, qualityand characterof thePremises. Brokershave noresponsibility withrespectthereto orwith respecttoany defaultor breachhereofby eitherParty.

23. NoƟces.

23.1 NoƟce Requirements. All noƟcesrequired or permiƩedby thisLease orapplicablelaw shallbe in wriƟngand maybe deliveredin person(byhand orby courier)or maybe sentbyregular, cerƟﬁedor registeredmail orU.S.PostalServiceExpress Mail,withpostage prepaid,or byfacsimiletransmission, orby email,and shallbe deemed suﬃciently givenifserved ina manner speciﬁed inthisParagraph23. Theaddressesnoted adjacentto aParty'ssignature onthis Leaseshall bethat Party'saddress fordelivery ormailingof noƟces. EitherParty mayby wriƩen noƟceto theotherspecify a diﬀerent addressfor noƟce, exceptthat uponLessee's takingpossession ofthe Premises,thePremises shall consƟtute Lessee'saddress for noƟce. Acopy ofall noƟces toLessor shallbeconcurrently transmiƩedto such partyor parƟesat suchaddressesas Lessormay from Ɵme to Ɵme hereaŌer designatein wriƟng.

23.2 Date of NoƟce. Any noƟce sentbyregistered or cerƟﬁed mail,returnreceipt requested,shall bedeemedgiven onthe dateof deliveryshownon the receiptcard, orif nodeliverydate isshown, thepostmark thereon. If sentby regularmailthe noƟceshall bedeemedgiven 72hours aŌerthe sameisaddressed as requiredherein andmailed withpostageprepaid. NoƟces deliveredby UnitedStatesExpress Mailor overnightcourierthat guaranteesnext daydeliveryshall be deemedgiven 24hours aŌerdeliveryof thesame tothe PostalServiceor courier. NoƟcesdeliveredby hand,or transmiƩedbyfacsimile transmissionor byemail shallbe deemeddelivered uponactualreceipt. If noƟceis receivedona Saturday,Sunday orlegalholiday,itshall bedeemedreceived onthe nextbusiness day.

23.3 OpƟons. Notwithstandingthe foregoing,in ordertoexercise any OpƟons (seeparagraph39), the NoƟce mustbesent by CerƟﬁed Mail(return receipt requested),Express Mail(signature required),courier(signature required)or someother methodologythatprovides areceipt establishingthedate the noƟce was receivedby theLessor.

24. Waivers.
(a) No waiverby Lessorofthe Defaultor Breachof anyterm,covenant or condiƟon hereofbyLessee, shallbe deemedawaiver ofany otherterm, covenantor condiƟonhereof,orofany subsequentDefault orBreach byLesseeof thesame orofany otherterm, covenantor condiƟon hereof. Lessor'sconsent to, orapproval of,any actshallnot bedeemed torender unnecessarytheobtaining ofLessor's consentto,or approvalof,anysubsequentor similaract byLessee, orbe construedas thebasis ofanestoppel toenforce theprovision orprovisionsof thisLease requiringsuchconsent. (b) Theacceptance ofRent byLessorshall notbe awaiverof anyDefault orBreach byLessee. Anypayment byLesseemay beaccepted byLessoron accountof moniesor damagesdueLessor,notwithstandingany qualifyingstatements or condiƟonsmade byLessee in connecƟontherewith, whichsuch statements and/or condiƟons shallbe ofnoforce or eﬀect whatsoeverunless speciﬁcallyagreedto in wriƟng byLessorat orbefore the Ɵmeof depositof suchpayment. (c) THEPARTIESAGREETHATTHETERMSOF THISLEASE SHALLGOVERN WITHREGARDTOALLMATTERS RELATEDTHERETOAND HEREBYWAIVE THE PROVISIONSOF ANYPRESENT ORFUTURESTATUTETOTHE EXTENTTHATSUCHSTATUTEIS INCONSISTENTWITH THISLEASE.

25. Disclosures Regardingthe Natureofa RealEstate Agency RelaƟonship. 20 AGENDA ITEM NO. 3.
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(a) When enteringinto adiscussionwith areal estateagent regardingareal estate transacƟon, aLessoror Lesseeshould fromtheoutset understand whattype ofagency relaƟonshipor representaƟon ithas withthe agentoragents inthe transacƟon. Lessor andLessee acknowledgebeingadvised bythe Brokersin this transacƟon, asfollows:
(i) Lessor'sAgent. A Lessor'sagent undera lisƟng agreementwith theLessoracts asthe agentforthe Lessoronly. A Lessor'sagentor subagent hasthe following aﬃrmaƟve obligaƟons: TotheLessor: A ﬁduciarydutyof utmostcare, integrity,honesty,and loyaltyin dealingswiththe Lessor. Tothe Lesseeand theLessor: (a) Diligentexerciseof reasonableskills andcare inperformanceof theagent's duƟes. (b) Aduty ofhonestand fairdealing andgood faith. (c) Aduty to discloseall factsknown totheagent materially aﬀecƟng thevalue ordesirabilityof theproperty thatarenot knownto,orwithinthe diligent aƩenƟon and observaƟonof,the ParƟes. Anagent isnot obligatedto revealtoeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟes setforth above.
(ii) Lessee'sAgent. Anagent canagree toactas agentfor theLesseeonly. In these situaƟons,the agentis notthe Lessor'sagent,even ifby agreementthe agentmay receive compensaƟonfor servicesrendered, eitherin fullorin partfrom theLessor. Anagent acƟngonlyfor aLessee hasthe following aﬃrmaƟve obligaƟons. TotheLessee: A ﬁduciary dutyof utmostcare,integrity,honesty,and loyaltyindealings withthe Lessee. TotheLessee andthe Lessor: (a) Diligentexercise ofreasonable skillsandcare inperformance ofthe agent's duƟes. (b)A dutyofhonest andfair dealingandgood faith. (c)A dutytodisclose allfacts knownto theagent materially aﬀecƟngthe valueor desirabilityof thepropertythat arenot knownto,or withinthe diligent aƩenƟonand observaƟonof,the ParƟes.

Anagent isnot obligatedtoreveal toeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟesset forth above.
(iii) Agent RepresenƟngBothLessor andLessee. Areal estateagent, either acƟng directlyorthrough oneor moreassociatelicensees, canlegally be theagent ofboth theLessorand theLessee ina transacƟon,butonly withthe knowledgeandconsent ofboth theLessorand theLessee. In adualagency situaƟon, theagent hasthe following aﬃrmaƟve obligaƟons toboth theLessor andtheLessee: (a)A ﬁduciarydutyof utmostcare, integrity,honestyand loyaltyin thedealings witheither Lessoror theLessee. (b)Other duƟesto theLessorand theLessee asstatedabove insubparagraphs (i)or(ii). In represenƟngboth LessorandLessee, the agentmay not,without theexpresspermission ofthe respecƟveParty,disclosetothe otherParty conﬁdenƟal informaƟon,including, butnot limitedto,facts relaƟng toeither Lessee'sor Lessor's ﬁnancial posiƟon, moƟvaƟons,bargaining posiƟon,or otherpersonal informaƟon thatmay impactrent,including Lessor'swillingness to accepta rentless thanthe lisƟng rentor Lessee'swillingness topayrent greaterthan therentoﬀered. The above duƟesof theagent ina realestate transacƟon do notrelieve aLessor orLesseefrom theresponsibility toprotect theirowninterests. Lessor andLesseeshould carefullyread allagreementsto assurethat they adequatelyexpress theirunderstanding ofthe transacƟon. A realestateagentisa person qualiﬁed toadviseabout realestate. Iflegal ortax adviceis desired,consult acompetent professional. BothLessorand Lesseeshould stronglyconsider obtainingtaxadvice froma competentprofessionalbecause thefederal andstatetax consequencesof a transacƟon canbecomplex andsubject tochange. (b) Brokershave noresponsibility withrespectto anydefault orbreachhereof byeither Party. The ParƟesagree thatno lawsuitorother legal proceedinginvolving anybreach ofduty,error oromission relaƟngto thisLeasemay bebrought againstBrokermore thanone year aŌerthe StartDate andthat the liability(including courtcosts and aƩorneys'fees), ofany Brokerwith respecttoany suchlawsuit and/orlegalproceeding shallnot exceedthefee receivedby such Brokerpursuant tothis Lease;provided,however,thatthe foregoing limitaƟon oneachBroker'sliabilityshall notbeapplicable toany grossnegligenceor willful misconductof suchBroker.
(c) Lessorand Lesseeagree to idenƟfyto Brokersas "ConﬁdenƟal"any communicaƟonor informaƟon givenBrokersthatisconsidered bysuch Partyto be conﬁdenƟal.

26. No RightToHoldover. Lessee hasno righttoretain possessionof thePremises oranypart thereofbeyond the expiraƟonor terminaƟonof thisLease. Ator priorto the expiraƟon or terminaƟonof thisLease Lesseeshall deliverexclusivepossession ofthe PremisestoLessor. For purposesofthis provisionand Paragraph

13.1(a),exclusive possessionshall meanthatLessee shallhave vacatedthe Premises,removedall ofits personalpropertytherefrom andthat thePremiseshave been returnedin the condiƟon speciﬁedinthis Lease. Inthe eventthatLessee doesnot deliverexclusivepossession toLessor as speciﬁedabove, thenLessor's damages duringany holdoverperiod shallbecomputed atthe amountof theRent(as deﬁnedin Paragraph4.1)due duringthe lastfullmonth beforethe expiraƟonor terminaƟonof thisLease (disregardinganytemporary abatementof Rentthat mayhavebeen in eﬀect), butwithBase Rentbeing 150%115% of theBaseRent payableduring suchlast fullmonth. Nothingcontained hereinshall beconstruedas consentby Lessortoany holdingover byLessee.

27. CumulaƟve Remedies. Noremedyor elecƟonhereunder shallbedeemed exclusivebut shall,wherever possible,be cumulaƟve withall otherremediesat lawor inequity.

28. Covenants and CondiƟons; ConstrucƟonofAgreement. All provisionsofthis Leaseto beobserved orperformedby Lesseeare bothcovenantsand condiƟons.

Inconstruing thisLease, allheadingsand Ɵtlesare forthe convenienceofthe ParƟesonly andshallnot beconsidered apartof thisLease. Whenever requiredbythe context,the singularshall includetheplural andvice versa. ThisLeaseshall notbe construedasif preparedby oneofthe ParƟes,but ratheraccording toitsfair meaningas awhole, asifboth ParƟeshad preparedit.

29. Binding Eﬀect;Choice ofLaw. ThisLease shallbebinding uponthe ParƟes,their personalrepresentaƟves,successors andassigns andbegoverned bythe laws ofthe Statein whichthePremises arelocated. Any liƟgaƟonbetweenthe ParƟeshereto concerningthisLease shallbe iniƟatedinthe countyin whichthe Premises arelocated. Signatures tothisLease accomplishedby meansof electronicsignatureor similartechnology shallbelegal andbinding.

30. SubordinaƟon; AƩornment;Non-Disturbance.

30.1 SubordinaƟon. ThisLease andany OpƟongrantedhereby shallbe subjectandsubordinate toany groundlease,mortgage, deedof trust,or other hypothecaƟonor securitydevice (collecƟvely,"SecurityDevice"), nowor hereaŌerplaced uponthePremises, toany andalladvances madeon thesecuritythereof, andto allrenewals, modiﬁcaƟons,andextensions thereof. Lesseeagrees thattheholders ofany suchSecurityDevices (inthis Leasetogetherreferredtoas "Lender") shallhave noliability or obligaƟonto performany ofthe obligaƟonsofLessor underthis Lease. Any Lendermay electtohave thisLease and/orany OpƟongranted herebysuperior tothe lienofits SecurityDevice bygiving wriƩen noƟcethereof toLessee, whereuponthisLease andsuch OpƟonsshallbe deemedprior tosuch SecurityDevice, notwithstandingthe relaƟvedatesof the documentaƟon or recordaƟon thereof.

30.2 AƩornment. Inthe eventthat Lessortransfers Ɵtle tothe Premises,orthe Premisesare acquiredbyanother uponthe foreclosureor terminaƟonofa SecurityDevice towhich thisLeaseis subordinated(i) Lesseeshall, subjecttothe non-disturbanceprovisions ofParagraph30.3, aƩornto suchnewowner,andupon request,enter intoa newlease,containing allof theterms andprovisionsof thisLease, withsuchnew ownerfor theremainderof theterm hereof,or,atthe elecƟon ofthe newowner,thisLeasewill automaƟcallybecome anew leasebetweenLessee andsuch newowner,and (ii)Lessor shall thereaŌerbe relievedof anyfurther obligaƟonshereunder andsuch newownershall assumeall ofLessor's obligaƟons,exceptthat suchnew ownershallnot: (a)be liableforany actor omissionof any priorlessor orwith respecttoevents occurringprior to acquisiƟon ofownership;(b) besubject toany oﬀsets ordefenses whichLesseemight haveagainst anyprior lessor, (c)be boundbyprepayment ofmore thanone month'srent,or (d)be liableforthe returnof anysecuritydeposit paidto anyprior lessor.

30.3 Non-Disturbance. Withrespect toSecurity Devicesenteredinto byLessor aŌerthe execuƟon ofthis Lease,Lessee's subordinaƟon ofthis Leaseshall be subjectto receivinga commerciallyreasonablenon-disturbance agreement(a "Non-DisturbanceAgreement") fromtheLender whichNon-Disturbance Agreement providesthat Lessee'spossession ofthePremises, andthis Lease,including any opƟonsto extendthe termhereof,will notbe disturbedsolong asLessee isnot in Breachhereof and aƩorns totherecord ownerof thePremises. Further,within 60days aŌertheexecuƟon ofthis Lease,Lessorshall, ifrequested byLessee, useits commerciallyreasonable eﬀortsto obtainaNon-Disturbance Agreementfrom theholder ofanypre-exisƟng SecurityDevice whichissecured bythe Premises. In the eventthat Lessoris unabletoprovide theNon-Disturbance Agreementwithin said60days, thenLessee may,atLessee's opƟon,directly contactLenderand aƩempt to negoƟate forthe execuƟonanddelivery ofa Non-DisturbanceAgreement.

30.4 Self-ExecuƟng. Theagreements containedin thisParagraph30 shallbe eﬀecƟvewithoutthe execuƟonof anyfurtherdocuments; provided,however,that, upon wriƩen requestfrom Lessorora Lenderin connecƟonwith asale, ﬁnancing or reﬁnancing ofthePremises, Lesseeand Lessorshallexecute suchfurther wriƟngs asmay bereasonably requiredtoseparately documentany subordinaƟon, aƩornment and/orNon-DisturbanceAgreement providedfor herein.

31. AƩorneys' Fees. IfanyParty orBrokerbringsan acƟon orproceeding involvingthe Premiseswhetherfounded intort, contractorequity,orto declarerights hereunder,the PrevailingParty (as hereaŌer deﬁned) inany suchproceeding, acƟon,orappeal thereon,shall be enƟtledto reasonable aƩorneys' fees. Such feesmay beawarded inthe samesuitor recoveredin aseparate suit,whetheror notsuch acƟonorproceeding ispursued todecisionor judgment. Theterm, "Prevailing Party"shall include,without limitaƟon,aParty orBrokerwho substanƟally obtainsordefeats therelief sought,asthe casemay be,whetherby compromise, seƩlement,judgment, orthe abandonmentbythe otherParty orBroker ofitsclaim ordefense. The aƩorneys' feesaward shallnotbe computedin accordancewith anycourt feeschedule, butshallbe suchas tofully reimburseall aƩorneys' feesreasonably incurred. In addiƟon,Lessor shallbe enƟtled to aƩorneys' fees,costs and expensesincurred inthe preparaƟonandservice of noƟces ofDefault and consultaƟonsin connecƟontherewith, whetherornot alegal acƟonissubsequently commencedin connecƟonwith suchDefaultor resulƟngBreach ($200is areasonableminimum peroccurrence forsuchservices and consultaƟon).

32. Lessor's Access;Showing Premises;Repairs. Lessorand Lessor'sagentsshall havethe rightto enterthePremises atany Ɵme,inthe caseof anemergency,and otherwiseat reasonable Ɵmes aŌerreasonableprior noƟcefor thepurpose ofshowingthe sameto prospecƟvepurchasers,lenders, ortenants, andmakingsuch alteraƟons,repairs, improvementsor addiƟonstothe Premisesas Lessormay deemnecessaryor desirableand the erecƟng,using andmaintaining of uƟliƟes, 21 AGENDA ITEM NO. 3.
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services,pipes andconduits throughthePremises and/orother premisesas longasthere isno materialadverse eﬀect toLessee's useofthe Premises. Allsuch acƟviƟesshall bewithout abatementofrent orliability toLessee. In addiƟon, Lessorshall havetheright toretain keystothe Premisesand tounlock alldoorsin or uponthe Premisesother thanto ﬁles, vaultsand safes,and inthecase ofemergency toenterthe Premisesby anyreasonablyappropriate means,and anysuch entry shallnot bedeemed aforcibleor unlawfulentry ordetainer ofthePremises oran evicƟon. Lessee waivesany chargesfordamages orinjuries orinterference with Lessee'sproperty orbusiness in connecƟontherewith.

33. AucƟons. Lessee shallnotconduct, norpermit tobeconducted, any aucƟon uponthe PremiseswithoutLessor's prior wriƩen consent. Lessor shallnot be obligatedto exerciseany standardofreasonableness indetermining whetherto permitan aucƟon.

34. Signs. Lessor mayplaceon thePremises ordinary"ForSale" signsat any Ɵme andordinary"For Lease"signs duringthelast 6months oftheterm hereof. Lessor maynot placeany signonthe exteriorof theBuilding thatcoversany ofthe windowsofthe Premises. Exceptforordinary "ForSublease" signswhich maybeplaced onlyon thePremises, Lesseeshallnot placeany signupon theProjectwithout Lessor'sprior wriƩenconsent. Allsigns mustcomplywith allApplicable Requirements.

35. TerminaƟon; Merger. Unless speciﬁcallystated otherwisein wriƟngbyLessor,thevoluntary orother surrenderofthis Leaseby Lessee,themutual terminaƟon or cancellaƟon hereof,or a terminaƟonhereof byLessor forBreach byLessee,shall automaƟcallyterminate anysubleaseor lesserestate inthePremises; provided, however,that Lessormay electto conƟnue anyone orall exisƟngsubtenancies. Lessor'sfailure within10days followingany sucheventto electto thecontrary by wriƩen noƟce tothe holderofany suchlesser interest,shall consƟtuteLessor's elecƟon tohave suchevent consƟtute the terminaƟon ofsuchinterest.

36. Consents. All requestsforconsent shallbe in wriƟng. Exceptas otherwiseprovided herein,whereverin thisLease theconsentof aParty isrequiredto anact by orfor theother Party,suchconsent shallnot beunreasonably withheldordelayed. Lessor's actualreasonablecosts andexpenses (includingbutnot limitedto architects', aƩorneys', engineers'and otherconsultants'fees) incurredin the consideraƟon of,orresponse to,a requestbyLessee forany Lessorconsent,including butnot limitedto consentstoan assignment,a subleƫngor thepresenceor useof aHazardousSubstance, shallbe paidbyLessee uponreceipt ofan invoiceand supporƟng documentaƟon therefor. Lessor'sconsentto anyact, assignmentor subleƫngshallnot consƟtutean acknowledgmentthatno Defaultor BreachbyLessee ofthis Leaseexists, norshallsuch consentbe deemeda waiverofany then exisƟng DefaultorBreach, exceptas maybeotherwise speciﬁcallystated in wriƟng by Lessorat the Ɵme ofsuchconsent. The failureto specifyhereinany parƟcular condiƟon toLessor'sconsent shallnot precludethe imposiƟon byLessor atthe Ɵmeof consentof suchfurther orother condiƟons asare thenreasonable withreferenceto the parƟcular maƩerforwhich consentis beinggiven. Inthe eventthat either Partydisagrees withany determinaƟonmadeby theother hereunderand reasonablyrequeststhe reasonsfor such determinaƟon,the determiningparty shallfurnish itsreasons in wriƟng andinreasonable detailwithin 10business daysfollowingsuch request.

37. Guarantor.

37.1 ExecuƟon. TheGuarantors,ifany,shalleachexecute aguaranty intheform mostrecently publishedbyAIR CRE.

37.2 Default. Itshall consƟtutea Defaultofthe Lesseeif anyGuarantorfails orrefuses, uponrequestto provide: (a)evidence ofthe execuƟon ofthe guaranty, includingthe authorityof thepartysigning onGuarantor's behalfto obligateGuarantor,and inthe caseofa corporateGuarantor,a cerƟﬁedcopy ofa resoluƟonof its boardof directorsauthorizing themakingof suchguaranty,(b)current ﬁnancialstatements,(c) anEstoppel CerƟﬁcate,or(d) wriƩen conﬁrmaƟon thattheguaranty is sƟllin eﬀect.

38. Quiet Possession. Subjecttopayment byLessee oftheRent andperformance ofall ofthecovenants, condiƟonsand provisionsonLessee's partto beobserved andperformed underthis Lease,Lesseeshall havequiet possessionand quietenjoymentof thePremises duringtheterm hereof.

39. OpƟons. If Lesseeisgranted any OpƟon, as deﬁnedbelow,thenthe followingprovisions shallapply.

39.1 DeﬁniƟon. "OpƟon"shall mean: (a)theright toextend orreducethe termof orrenewthis Leaseor toextend orreducethe termof orrenewany lease thatLessee hason otherpropertyof Lessor;(b) theright of ﬁrstrefusal or ﬁrst oﬀertolease eitherthe Premisesorother propertyof Lessor;(c) therightto purchase, theright of ﬁrst oﬀertopurchase orthe rightof ﬁrstrefusalto purchasethe Premisesorother propertyof Lessor.

39.2 OpƟons PersonalToOriginal Lessee. Any OpƟongranted toLessee inthisLease ispersonal totheoriginal Lessee,and cannotbe assignedorexercisedby anyoneother thansaid originalLesseeand onlywhile theoriginal Lesseeisin fullpossession ofthePremises and,if requestedbyLessor,withLessee cerƟfyingthat Lesseehas no intenƟon of thereaŌerassigning or subleƫng.

39.3 MulƟple OpƟons. In theevent thatLesseehas any mulƟple OpƟonstoextend orrenew thisLease,a later OpƟon cannotbe exercisedunlessthe prior OpƟonshave beenvalidly exercised.

39.4 Eﬀect ofDefaulton OpƟons.
(a) Lessee shallhave norightto exercisean OpƟon: (i)duringthe periodcommencing withthegiving ofany noƟceofDefault and conƟnuing unƟlsaid Defaultis cured,(ii) duringtheperiod of Ɵme anyRent isunpaid(without regardto whethernoƟcethereof isgiven Lessee),(iii)during the Ɵme Lesseeis inBreachof thisLease, or(iv) intheevent thatLessee hasbeen given3or more noƟces ofseparateDefault, whetheror nottheDefaults arecured, duringthe 12monthperiod immediatelypreceding theexercise ofthe OpƟon.
(b) Theperiod of Ɵme withinwhichan OpƟonmay beexercisedshall notbe extendedor enlargedbyreason ofLessee's inabilitytoexercise an OpƟon becauseof theprovisions ofParagraph39.4(a).
(c) An OpƟon shallterminate andbeof nofurther forceor eﬀect,notwithstandingLessee's dueand Ɵmelyexerciseof the OpƟon, if, aŌersuch exercise andprior tothe commencement ofthe extendedterm or compleƟon ofthepurchase, (i)Lessee failstopay Rentfor aperiodof 30days aŌersuch Rentbecomesdue (withoutany necessityof Lessortogive noƟcethereof), or(ii) ifLesseecommits aBreach ofthisLease.

40. Security Measures. Lesseeherebyacknowledges thatthe Rentpayableto Lessorhereunder doesnot includethecost ofguard serviceorother security measures,and thatLessor shallhaveno obligaƟonwhatsoever toprovide same. Lessee assumesall responsibility forthe protecƟonof thePremises,Lessee, its agentsand inviteesand theirpropertyfrom theacts ofthird parƟes. In theevent, however,thatLessor shouldelect toprovidesecurity services,then thecost thereof shallbe an OperaƟng Expense.

41. ReservaƟons.
(a) Lessor reservesthe right:(i)to grant,without theconsent orjoinderof Lessee,such easements,rightsand dedicaƟonsthat Lessordeemsnecessary, (ii)to causethe recordaƟonofparcel mapsand restricƟons,(iii) tocreateand/or installnew uƟlityraceways,so longas sucheasements,rights, dedicaƟons,maps, restricƟons,and uƟlityracewaysdonotunreasonably interferewith theuse ofthePremises byLessee. Lessormay also:change thename,address or Ɵtle ofthe Buildingor Projectupon atleast90 daysprior wriƩen noƟce; provideandinstall, atLessee's expense,Buildingstandard graphicson thedoorof thePremises andsuch porƟonsof theCommon AreasasLessor shallreasonably deemappropriate; granttoany lesseethe exclusiverightto conductany businessaslong assuch exclusive rightdoes not conﬂict withanyrights expresslygiven herein;and toplacesuch signs, noƟces ordisplaysas Lessorreasonably deemsnecessaryor advisable upon the roof,exterior ofthe Buildingorthe Projector onpole signsinthe CommonAreas. Lesseeagrees tosign anydocumentsreasonably requestedby Lessorto eﬀectuate suchrights. The obstrucƟonofLessee's view,air,orlight byanystructure erectedin thevicinityof theBuilding, whetherbyLessor orthird parƟes,shall innoway aﬀectthis Leaseor imposeanyliability uponLessor.
(b) Lessoralso reservestheright tomove Lesseeto otherspaceof comparablesize intheBuilding orProject. Lessormust provideat least45 daysprior wriƩen noƟce ofsuch move,andthe newspace mustcontain improvementsofcomparable qualityto thosecontainedwithin thePremises. Lessorshall paythe reasonableout ofpocket coststhatLessee incurswith regardto such relocaƟon,including theexpenses ofmovingand necessary staƟonary revisioncosts. Inno event,however,shallLessor berequiredto payan amountin excessoftwo monthsBase Rent. Lessee maynot berelocatedmore thanonce duringthe termofthis Lease.
(c) Lesseeshall not: (i)usea representaƟon(photographic orotherwise) oftheBuilding orProject ortheirname(s) in connecƟon withLessee'sbusiness; or(ii) suﬀeror permitanyone,except inemergency,togo upontheroof ofthe Building.

42. Performance UnderProtest. Ifat any Ɵme adisputeshall ariseas toany amountorsum ofmoney tobepaid byone Partytothe otherunder theprovisions hereof,the Partyagainst whomthe obligaƟon topay themoney isassertedshall havethe righttomake payment"under protest"andsuch paymentshall notbe regardedas avoluntary paymentandthere shallsurvive theright onthepart ofsaid Partyto insƟtute suitfor recoveryofsuch sum. Ifit shallbeadjudged thatthere wasno legal obligaƟon onthepart ofsaid Partyto paysuchsum orany partthereof,said Partyshall be enƟtledto recoversuch sumor somuchthereof asit wasnot legallyrequired topay. AParty whodoes not iniƟate suitforthe recoveryof sumspaid"under protest"within 6monthsshall bedeemed tohave waiveditsright to protestsuch payment.

43. Authority; MulƟple ParƟes; ExecuƟon.
(a) If eitherParty heretoisa corporaƟon,trust, limitedliability company,partnership,or similar enƟty,eachindividual execuƟng thisLease onbehalfof such enƟty representsand warrantsthathe orshe isduly authorizedtoexecute anddeliver thisLeaseon itsbehalf. EachParty shall,within 30days aŌerrequest, deliverto theother Party saƟsfactoryevidence ofsuch authority. (b) Ifthis Leaseis executedbymore thanone personor enƟty as"Lessee", eachsuch personorenƟty shallbe jointlyandseverally liablehereunder. Itis 22 AGENDA ITEM NO. 3.
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agreedthat anyone ofthenamed Lesseesshall beempowered toexecuteany amendmentto thisLease,or otherdocument ancillarytheretoand bindall ofthe namedLessees, andLessor mayrelyon thesame asif allofthe namedLessees hadexecutedsuch document. (c) ThisLease maybe executedbythe ParƟesin counterparts,each ofwhichshall bedeemed anoriginaland allof whichtogethershall consƟtuteone andthe sameinstrument.

44. Conﬂict. Any conﬂictbetweenthe printedprovisions ofthisLease andthe typewriƩenor handwriƩenprovisionsshall becontrolled bythe typewriƩen or handwriƩenprovisions.

45. Oﬀer. PreparaƟon ofthisLease byeither partyortheir agentand submission of sametothe otherParty shallnotbe deemedan oﬀertolease tothe other Party. ThisLease isnotintended tobe binding unƟl executedanddelivered byall ParƟeshereto.

46. Amendments. This Leasemaybe modiﬁedonly in wriƟng,signed bythe ParƟesin interestatthe Ɵmeof the modiﬁcaƟon. Aslong astheydo notmaterially changeLessee's obligaƟonshereunder,Lesseeagreesto makesuch reasonablenon-monetary modiﬁcaƟonstothis Leaseas maybereasonably requiredby aLender in connecƟon withthe obtainingofnormal ﬁnancingor reﬁnancingof thePremises.

47. Waiver ofJury Trial. THE PARTIESHEREBY WAIVETHEIRRESPECTIVE RIGHTSTOTRIALBYJURYINANY ACTIONOR PROCEEDINGINVOLVINGTHE PROPERTY ORARISING OUTOF THISAGREEMENT.

48. ArbitraƟon ofDisputes. AnAddendum requiringthe ArbitraƟonofall disputesbetween theParƟes and/orBrokersarising outof thisLease is isnot aƩachedto thisLease.

49. Accessibility; Americanswith DisabiliƟesAct.
(a) The Premises:
have notundergone an inspecƟonby a CerƟﬁed AccessSpecialist (CASp). Note: A CerƟﬁed AccessSpecialist(CASp) caninspect thesubjectpremises and determinewhether thesubject premisescomplywith allof theapplicable construcƟon-relatedaccessibilitystandards understate law.Althoughstate lawdoes not requirea CASp inspecƟon ofthesubject premises,the commercialproperty ownerorlessor maynot prohibitthelessee ortenant fromobtaininga CASp inspecƟon of thesubject premisesfor theoccupancyor potenƟaloccupancy ofthe lesseeortenant, ifrequested bythelessee ortenant. The parƟesshall mutuallyagree onthe arrangementsfor the Ɵme andmannerof theCASp inspecƟon,the paymentofthe feefor theCASpinspecƟon, andthe costofmaking anyrepairs necessaryto correct violaƟons of construcƟon-related accessibilitystandardswithin thepremises. have undergonean inspecƟonbya CerƟﬁedAccess Specialist(CASp) anditwas determinedthat thePremisesmet allapplicable construcƟon-related accessibilitystandards pursuantto CaliforniaCivilCode §55.51et seq. Lesseeacknowledgesthat itreceived acopyof the inspecƟon reportatleast 48hours priorto execuƟngthis Leaseand agreestokeep suchreport conﬁdenƟal. haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesdidnot meetall applicable construcƟon-related accessibilitystandards pursuantto CaliforniaCivilCode §55.51et seq. Lesseeacknowledgesthat itreceived acopyof the inspecƟon reportatleast 48hours priorto execuƟngthis Leaseand agreestokeep suchreport conﬁdenƟalexcept asnecessaryto completerepairs and correcƟonsof violaƟonsof construcƟonrelated accessibilitystandards.

Inthe eventthat thePremiseshave beenissued an inspecƟon reportbya CASpthe Lessorshallprovide acopy ofthedisability access inspecƟon cerƟﬁcateto Lessee within7 daysof the execuƟonof thisLease.
(b) Sincecompliance withthe Americanswith DisabiliƟes Act(ADA) andother stateand localaccessibility statutesaredependent uponLessee's speciﬁc useof thePremises, Lessormakesno warrantyor representaƟonas towhetheror notthe Premisescomplywith ADAor anysimilar legislaƟon. In theevent that Lessee'suse ofthe Premisesrequires modiﬁcaƟons or addiƟons tothe Premisesinorder tobe incompliancewith ADAor otheraccessibilitystatutes, Lesseeagrees to makeany suchnecessary modiﬁcaƟonsand/or addiƟons atLessee's expense.

LESSORAND LESSEEHAVE CAREFULLYREADAND REVIEWEDTHIS LEASEAND EACHTERMAND PROVISIONCONTAINED HEREIN,ANDBYTHEEXECUTION OFTHIS LEASESHOW THEIRINFORMED ANDVOLUNTARYCONSENT THERETO. THEPARTIESHEREBYAGREETHAT,ATTHE TIMETHISLEASE ISEXECUTED, THETERMSOF THISLEASE ARECOMMERCIALLY REASONABLEANDEFFECTUATETHEINTENT ANDPURPOSE OFLESSORAND LESSEEWITH RESPECTTOTHE PREMISES.

ATTENTION: NOREPRESENTATIONORRECOMMENDATIONIS MADEBYAIRCRE ORBYANY BROKERAS TOTHELEGAL SUFFICIENCY,LEGAL EFFECT,ORTAX CONSEQUENCESOF THISLEASE ORTHETRANSACTION TOWHICH ITRELATES. THEPARTIESAREURGED TO:

1. SEEKADVICE OFCOUNSELAS TOTHE LEGALANDTAXCONSEQUENCESOF THISLEASE.

2. RETAINAPPROPRIATECONSULTANTSTOREVIEW ANDINVESTIGATETHECONDITIONOF THEPREMISES. SAID INVESTIGATIONSHOULDINCLUDE BUTNOT BE LIMITEDTO:THEPOSSIBLE PRESENCEOFHAZARDOUS SUBSTANCES,THE ZONINGAND SIZEOFTHE PREMISES,THE STRUCTURALINTEGRITY,THE CONDITIONOF

THEROOF ANDOPERATING SYSTEMS,COMPLIANCEWITH THEAMERICANS WITHDISABILITIES ACTANDTHE SUITABILITYOF THEPREMISESFOR LESSEE'S INTENDEDUSE.

WARNING: IFTHE PREMISESARELOCATEDINA STATEOTHER THANCALIFORNIA, CERTAINPROVISIONSOF THELEASEMAYNEEDTO BEREVISEDTOCOMPLYWITH THELAWS OFTHE STATEINWHICH THEPREMISES ARELOCATED.

AsanindependentlyownedandoperatedmemberofColliersInternational,ColliersTingey International,Inc.issolelyresponsibleforanyliabilityarisingfromthisagreement.

The parƟes heretohave executedthisLease atthe placeand onthedates speciﬁedabove theirrespecƟvesignatures.

Executedat: Fresno, CA
On:

ByLESSOR:

Jamison Family Community Property Trust
established by the Jamison Family Trust
dated March 17, 2013, William O. Jamison
and Cinda L. Jamison, husband and wife, as
community property and Elizabeth Anne
Cardoza, a married woman as her sole and
separate property.

By:

NamePrinted: William O. Jamison
Title: Co-Trustee
Phone: 559-240-5586
Fax:

Email:

By:

NamePrinted: Cinda L. Jamison
Title: Co-Trustee
Phone:

Fax:

Executedat: Clovis, CA
On:

ByLESSEE:

City of Clovis, a California Municipal
Corporation
By:

NamePrinted: John Holt
Title: City Manager
Phone: 559-324-2340
Fax:

Email: [email protected]
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address: 1033 Fifth Street, Clovis, CA 93612
FederalID No.:
23 AGENDA ITEM NO. 3.
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INITIALS INITIALS
©2019AIRCRE. AllRightsReserved. LastEdited:6/25/20241:12PM MTON-20.20,Revised10-22-2020 Page14of14
Email:

By_____________________________
NamePrinted:ElizabethAnnaCardoza
Title:Owner
Phone:(559)999-9510
Email:_______________________
Address:

FederalID No.:

BROKER
Colliers Tingey International, Inc.

AƩn: Bobby Fena, SIOR
Title: SVP | Principal
Address: 7485 N. Palm Avenue Suite 110,
Fresno, CA 93711
Phone: 559-221-1271
Fax: 559-222-8744
Email: [email protected]
FederalID No.:

BrokerDRE License#: 00452468
AgentDRE License#: 00590204
BROKER
Colliers Tingey International, Inc.

AƩn: Bobby Fena, SIOR
Title: SVP | Principal
Address: 7485 N. Palm Avenue, Suite 110,
Fresno, CA 93711
Phone: 559-221-1271
Fax: 559-222-8744
Email: [email protected]
FederalID No.:

BrokerDRE License#: 00452468
AgentDRE License#: 00590204
AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng. 24 AGENDA ITEM NO. 3.
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INITIALS INITIALS
©2019AIRCRE. AllRightsReserved. LastEdited:6/25/20241:12PM AD-3.01,Revised10-22-2020 Page1 of2

DISCLOSUREREGARDINGREALESTATEAGENCY RELATIONSHIP
(Asrequired bythe CivilCode)
Whenyou enterinto adiscussionwith areal estateagent regardingareal estate transacƟon, youshouldfrom theoutset understandwhattype of agency relaƟonship or representaƟon youwish tohavewith theagent inthe transacƟon.

SELLER'SAGENT
ASeller's agentunder a lisƟngagreement withthe Selleracts astheagent forthe Selleronly. ASeller's agentora subagentof thatagent hasthefollowing aﬃrmaƟve obligaƟons:

Tothe Seller:A ﬁduciarydutyof utmostcare, integrity,honesty andloyaltyin dealingswith theSeller.

Tothe Buyerand theSeller:
(a) Diligent exerciseof reasonableskilland carein performanceof theagent's duƟes. (b) Aduty ofhonest andfairdealing andgood faith.
(c) Aduty todisclose allfactsknown tothe agentmaterially aﬀecƟngthevalue ordesirability oftheproperty thatare notknownto, orwithin thediligent aƩenƟon and observaƟon of,the parƟes.

Anagent isnot obligatedtoreveal toeither partyany conﬁdenƟal informaƟonobtained fromthe otherpartythat doesnot involvethe aﬃrmaƟve duƟesset forthabove.

BUYER'SAGENT
ABuyer's agentcan, withaBuyer's consent,agree toact asagentfor theBuyer only. In thesesituaƟons, theagentis notthe Seller'sagent, evenifby agreementthe agentmay receive compensaƟon forservices rendered, eitherin fullor inpartfrom theSeller. Anagent acƟngonly foraBuyer hasthe following aﬃrmaƟve obligaƟons:

Tothe Buyer:A ﬁduciarydutyof utmostcare, integrity,honesty andloyaltyin dealingswith theBuyer.

Anagent isnot obligatedtoreveal toeither partyany conﬁdenƟal informaƟonobtained fromthe otherpartythat doesnot involvethe aﬃrmaƟve duƟesset forth above.

AGENTREPRESENTING BOTHSELLER ANDBUYER
Areal estateagent, either acƟngdirectly orthrough oneor moresalespersonand brokerassociates, canlegallybe theagent ofboththe Sellerand theBuyer ina transacƟon,but onlywith theknowledgeand consentof boththe Sellerandthe Buyer.

Ina dualagency situaƟon,theagent hasthe following aﬃrmaƟve obligaƟonstoboth theSeller andtheBuyer:
(a) A ﬁduciaryduty ofutmostcare, integrity,honesty andloyalty inthedealings witheither theSelleror theBuyer. (b) Other duƟes tothe Sellerandthe Buyeras statedabovein their respecƟve secƟons.

In represenƟng bothSeller andBuyer,a dualagent maynot, withouttheexpress permissionof the respecƟveparty,discloseto theotherparty conﬁdenƟal informaƟon,including, butnot limitedto,facts relaƟngto eitherthe Buyer'sorSeller's ﬁnancial posiƟon, moƟvaƟons,bargaining posiƟon, orother personal informaƟonthat mayimpact price,includingthe Seller'swillingness toaccept apriceless thanthe lisƟngpriceor theBuyer's willingnesstopay aprice greaterthan theprice oﬀered.

SELLERAND BUYERRESPONSIBILITIES
Eitherthe purchaseagreement oraseparate documentwill containa conﬁrmaƟonofwhich agentis represenƟngyouand whetherthat agentis represenƟng you exclusivelyin the transacƟon or acƟngas adual agent. Pleasepay aƩenƟon tothat conﬁrmaƟontomake sureit accurately reﬂectsyour understandingof youragent's role. Theabove duƟesofthe agentin areal estate transacƟondo notrelieve aSelleror Buyerfrom theresponsibility to protecthis orher owninterests. Youshould carefullyread allagreements toassurethat theyadequately expressyour understandingofthe transacƟon. Arealestateagentis aperson qualiﬁed toadvise about realestate. If legalortax adviceis desired,consult acompetentprofessional. If youarea Buyer,you havetheduty toexercise reasonablecare toprotectyourself, includingas tothose factsaboutthe propertywhich areknown toyouor withinyour diligent aƩenƟonand observaƟon. BothSellersand Buyersshould strongly considerobtaining taxadvice fromacompetent professionalbecause thefederal andstatetax consequencesof a transacƟoncan becomplex andsubjectto change.

Throughoutyour realproperty transacƟonyoumay receivemore thanone disclosureform,depending uponthe numberofagents assisƟngin the transacƟon. The lawrequires eachagent withwhomyou havemore thana casual relaƟonshipto presentyou withthisdisclosure form. Youshouldread itscontents each Ɵme itis presentedto you,considering the relaƟonshipbetween youand thereal estateagentin your speciﬁc transacƟon. This disclosureform includestheprovisions of SecƟons2079.13 to2079.24, inclusive,ofthe CivilCode setforth onpage2. Readit carefully. I/WE ACKNOWLEDGERECEIPT OFACOPY OFTHIS DISCLOSUREAND THEPORTIONS OFTHE CIVILCODEPRINTED ONTHE BACK(OR ASEPARATEPAGE).

Buyer Seller Lessor Lessee Date:

Agent: Colliers Tingey International, Inc. DRELic.#: 00452468 Real EstateBroker (Firm)
By: DRELic. #: 00590204 Date:
(Salespersonor Broker-Associate)BobbyFena
THISFORM HASBEEN PREPAREDBYAIR CRE. NOREPRESENTATIONISMADEAS TOTHE LEGALVALIDITYOR ADEQUACYOF THISFORMFOR ANYSPECIFIC TRANSACTION. PLEASESEEK LEGALCOUNSELAS TOTHE APPROPRIATENESSOF THISFORM. 25 AGENDA ITEM NO. 3.
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INITIALS INITIALS
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DISCLOSUREREGARDINGREALESTATEAGENCYRELATIONSHIP
CIVILCODESECTIONS2079.13THROUGH2079.24(2079.16APPEARSONTHEFRONT) 2079.13.As usedin SecƟons2079.7and 2079.14to 2079.24,inclusive, thefollowingterms havethe followingmeanings:
(a) “Agent”means aperson acƟng underprovisions ofTitle 9 (commencingwith SecƟon 2295)in areal property transacƟon,and includesa person whois licensedas a realestate broker underChapter 3 (commencing with SecƟon 10130) ofPart 1 ofDivision 4 ofthe Business and ProfessionsCode, and underwhose license a lisƟng is executed or an oﬀerto purchase is obtained. The agent in the real property transacƟon bears responsibility for that agent's salespersons or brokerassociates who perform asagents ofthe agent.When asalesperson orbroker associateowes aduty toany principal,or toany buyeror sellerwho isnot aprincipal, ina realproperty transacƟon, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate funcƟons. (b) “Buyer”means a transfereein a real property transacƟon, and includes a person who executesan oﬀer to purchase real property from a seller through an agent, or who seeks the services of anagent in more thana casual, transitory,orpreliminary manner,with theobject of entering intoa real property transacƟon.“Buyer”includes vendee or lessee of real property.(c) “Commercialreal property”means all realproperty in the state, except (1) single-family residenƟal real property,(2) dwelling units made subject to Chapter 2 (commencing with SecƟon 1940) of Title 5, (3) a mobile home, as deﬁned in SecƟon 798.3, (4) vacant land, or (5) a recreaƟonal vehicle, as deﬁned in SecƟon 799.29. (d) “Dualagent”means an agent acƟng, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transacƟon. (e) “LisƟng agreement”means a wriƩen contract between a seller of real property and an agent, by which the agent has been authorized to sell thereal property or to ﬁnd orobtain a buyer,including rendering other servicesfor which a real estatelicense isrequired to the seller pursuant to the terms of theagreement. (f) “Seller'sagent”means a personwho has obtained a lisƟng of real propertyto act as an agent for compensaƟon.(g) “LisƟng price”is the amount expressed in dollars speciﬁed in the lisƟng for which the seller is willing to sell the real property through the seller's agent. (h) “Oﬀering price”is the amount expressed in dollars speciﬁedin an oﬀer to purchase for which thebuyer is willing to buy the real property.(i) “Oﬀer to purchase”means a wriƩen contract executed by a buyer acƟng through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Realproperty” means any estate speciﬁed by subdivision (1) or (2) of SecƟon 761 in property,and includes (1) single-family residenƟal property,(2) mulƟ-unit residenƟal property with more than four dwelling units, (3) commercial real property,(4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as deﬁned in SecƟon 18007 of the Health and Safety Code, or a mobile home as deﬁned in SecƟon 18008 of the Health and Safety Code, when oﬀered for sale or sold throughan agentpursuant tothe authoritycontainedin SecƟon10131.6 oftheBusiness andProfessions Code.(k) “Realproperty transacƟon” meansa transacƟonfor the sale of real property in which an agent is retained by a buyer, seller,or both a buyer and seller to act in that transacƟon, and includes a lisƟng or an oﬀer to purchase. (l) “Sell,”“sale,”or “sold”refers to a transacƟon for the transfer of real property from the seller to the buyer and includes exchanges of real property between theseller andbuyer, transacƟons forthe creaƟonof a realproperty salescontract within themeaning of SecƟon 2985, and transacƟons forthe creaƟon ofa leasehold exceedingone year's duraƟon. (m) “Seller”means thetransferor in areal propertytransacƟon and includesan ownerwho lists realproperty withan agent, whether or not a transfer results, or who receives an oﬀer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includesboth avendor andalessor ofreal property.(n) “Buyer'sagent”means anagent whorepresentsa buyerin arealproperty transacƟon. 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer in a real property transacƟon with a copy of the disclosure form speciﬁed in SecƟon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer,except as provided in SecƟon 2079.15, as follows: (a) The seller's agent, if any,shallprovide the disclosure formto the seller priorto entering into the lisƟng agreement. (b) Thebuyer's agent shall providethe disclosure form tothe buyer as soonas pracƟcableprior to execuƟon ofthe buyer's oﬀer topurchase. Ifthe oﬀer topurchase isnot preparedby thebuyer's agent,the buyer'sagentshall presentthe disclosureform tothe buyernotlater thanthe nextbusiness day aŌerreceiving the oﬀer topurchasefrom thebuyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to SecƟon 2079.14, the agent shall set forth, sign, anddate a wriƩen declaraƟonofthe factsof therefusal.
2079.16 Reproducedon Page1 ofthis ADform.
2079.17(a) As soon as pracƟcable, the buyer's agent shall disclose to the buyer and seller whetherthe agent is acƟng in the real property transacƟon as the buyer's agent, or as a dual agent represenƟng both the buyer and the seller.This relaƟonship shall be conﬁrmed in the contract to purchase and sell real property or in a separate wriƟngexecuted or acknowledged bythe seller,the buyer,and the buyer's agentprior to or coincidentwith execuƟon of thatcontract by the buyerand the seller, respecƟvely. (b) As soon as pracƟcable, the seller's agent shalldisclose to the seller whether the seller's agent is acƟng in the real property transacƟon as the seller's agent, oras a dual agent represenƟng both the buyer andseller.This relaƟonship shall be conﬁrmed in the contractto purchase and sell realproperty or in a separate wriƟng executedor acknowledgedbythe sellerand theseller's agentpriorto orcoincident withthe execuƟon ofthat contractbythe seller. (C)CONFIRMATION: Thefollowing agency relaƟonshipsare conﬁrmedfor this transacƟon.

Seller'sBrokerageFirm DONOTCOMPLETE,SAMPLEONLY LicenseNumber Isthebrokerof(checkone): theseller; or boththebuyerandseller.(dualagent) Seller'sAgent DONOTCOMPLETE,SAMPLEONLY LicenseNumber
Is(checkone): theSeller'sAgent.(salespersonorbrokerassociate);or boththeBuyer'sAgentandtheSeller'sAgent. (dualagent) Buyer'sBrokerageFirm DONOTCOMPLETE,SAMPLEONLY LicenseNumber Isthebrokerof(checkone): thebuyer; or boththebuyerandseller.(dualagent) Buyer'sAgent DONOTCOMPLETE,SAMPLEONLY LicenseNumber
Is(checkone): theBuyer'sAgent.(salespersonorbrokerassociate);or boththeBuyer'sAgentandtheSeller'sAgent. (dualagent) (d)The disclosuresand conﬁrmaƟonrequiredby this secƟon shallbe in addiƟonto thedisclosure requiredby SecƟon 2079.14.An agent'sdutyto providedisclosure and conﬁrmaƟon of representaƟon inthis secƟon maybe performedby arealestatesalespersonor brokerassociate aﬃliated withthat broker. 2079.18(Repealed pursuantto AB-1289,2017-18California LegislaƟvesession) 2079.19The paymentof compensaƟonorthe obligaƟonto pay compensaƟon toanagent bythe sellerorbuyer isnot necessarily determinaƟveof a parƟcular agency relaƟonshipbetween anagent andtheseller orbuyer.A lisƟng agentanda sellingagent mayagreeto shareany compensaƟonorcommission paid,or anyright toany compensaƟonor commissionfor whichan obligaƟon arisesas theresult ofareal estate transacƟon, andtheterms ofany suchagreementshall notnecessarily be determinaƟveof a parƟcular relaƟonship.
2079.20Nothing inthis arƟclepreventsan agentfrom selecƟng,as a condiƟonof theagent's employment,a speciﬁc formof agency relaƟonshipnot speciﬁcally prohibitedby this arƟcle iftherequirements of SecƟon 2079.14and SecƟon2079.17are compliedwith. 2079.21(a) Adual agentmaynot, withoutthe expresspermission oftheseller,discloseto thebuyerany conﬁdenƟal informaƟon obtainedfromthe seller.(b) Adual agentmay not,without theexpresspermission ofthe buyer,disclose totheseller any conﬁdenƟal informaƟonobtainedfrom thebuyer.(c) “ConﬁdenƟal informaƟon” meansfacts relaƟngto theclient's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, orotherpersonal informaƟonthat mayimpactprice, suchas theselleris willing toaccept aprice lessthanthe lisƟngprice orthe buyeriswilling topay apricegreater thanthe price oﬀered.(d) This secƟon doesnot alterinany waythe dutyor responsibilityof adual agenttoany principalwith respectto conﬁdenƟal informaƟonother thanprice. 2079.22Nothing inthis arƟcleprecludesa seller'sagent fromalso beingabuyer's agent.If aselleror buyerin a transacƟonchooses tonot berepresented byan agent,that doesnot, ofitself,make thatagent adual agent. 2079.23(a) Acontract betweentheprincipal andagent maybe modiﬁedoraltered tochange theagency relaƟonship atany Ɵmebeforethe performanceof theact whichis theobject oftheagency withthe wriƩenconsent ofthe parƟes tothe agency relaƟonship. (b)A lenderoran aucƟoncompany retainedby alenderto controlaspects ofa transacƟonofreal propertysubject tothis part,including validaƟng thesales price,shallnot require,as a condiƟonof receivingthe lender's approvalof the transacƟon, thehomeowneror lisƟngagent todefend orindemnifythe lenderor aucƟoncompanyfrom anyliability allegedtoresult fromthe acƟons ofthe lenderor aucƟoncompany.Any clause,provision, covenant,or agreement purporƟngto imposean obligaƟontodefend orindemnify alenderor an aucƟon companyin violaƟonof thissubdivisionis againstpublic policy,void, andunenforceable. 2079.24Nothing inthis arƟcleshallbe construedto eitherdiminish thedutyof disclosureowed buyersandsellers byagents andtheirassociate licensees,subagents, andemployees orto relieveagentsand theirassociate licensees,subagents, andemployeesfrom liabilityfor theirconductin connecƟonwith actsgovernedby this arƟcleor forany breachofa ﬁduciaryduty ora dutyofdisclosure.

AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng. 26 AGENDA ITEM NO. 3.

EXHIBIT “A”

SITE PLAN

27 AGENDA ITEM NO. 3.

EXHIBIT “B”

FLOOR PLAN
1625 Shaw Avenue, Suite103
Rentable sf – 3,370 sf

Lessor’s Initials Lessee’s Initials
________/________ ________/________

Broker's Initials Broker's Initials
________/________ ________/________
28 AGENDA ITEM NO. 3.

EXHIBIT B-1
Floor Plan

29 AGENDA ITEM NO. 3.

EXHIBIT “C”

LESSOR WORK LETTER

Rider to the AIR Commercial Real Estate Association Standard Multi-Tenant Office -Lease Net, dated June 3, 2024, (the “Lease”), between Jamison Family Community Property Trust ("Lessor "), and City of Clovis, a California Municipal Corporation ("Lessee").

THE INFORMATION CONTAINED IN THIS RIDER/EXHIBIT CONSTITUTES A PART OF THIS LEASE.

IN THE EVENT ANY TERMS OF THE LEASE CONFLICT WITH THIS RIDER, THE TERMS OF THIS RIDER SHALL PREVAIL.

RECITALS:

Concurrently with the execution of this Work Letter, Lessor and Lessee have entered into a Lease (the "Lease ") covering certain Leased Premises (the "Premises") more particularly described in the Lease. In consideration of the mutual covenants hereinafter contained, Lessor and Lessee hereby agree as follows:

Lessor will be responsible for all costs associated with delivery of the space in turnkey condition and at its expense shall complete the following:

1. Entrance/Reception Area: Remove existing desk and elevated pad and clean the ceramic floor tiles. Install a wall and entry door (at the west end of this new wall) in the reception area. Exact location of said wall and door to be mutually agreed to between the parties. See Exhibit B-1.

2. Lighting: Replace burnt out light bulbs throughout the suite where needed.

3. Paint: Repaint all painted walls in colors selected by Lessee.

4. Floor Coverings: Professionally clean all existing floor coverings throughout the suite.

5. Ceiling Tiles: Replace six (6) damaged/stained tiles.

6. IT/Mechanical room: Install a metal type “pan” underneath the existing water heater in that room to prevent leaks.

7. Building Operating Systems: Insure that all Building Operating Systems such as HVAC, lighting, electrical, ceiling, fire sprinklers & plumbing, and shall be in proper working order upon Lessee’s occupancy within the Premises.

8. Suite Cleaning: The entire suite shall be professionally cleaned prior to Lessee’s occupancy within the Premises.

Agreed to and accepted by:
“LESSOR” “ LESSEE”
Jamison Family Community Property Trust City of Clovis, a California Municipal Corporation

By: By: ______________________________
William O. Jamison, Co-Trustee John Holt
City Manager
By: _____________________________
Cinda L. Jamison, Co-Trustee

By: _____________________________
Elizabeth Anne Cardoza
Executed _____ Executed: ___________________________

30 AGENDA ITEM NO. 3.

EXHIBIT "D"

RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside of the building without the written consent of Lessor first had and obtained and Lessor shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Lessee.

All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Lessee by a person approved of by Lessor.

Lessee shall not place anything or allow anything to be placed near the glass or any window, door, partition or wall which may appear unsightly from outside the Premises; provided, however, that Lessor may furnish and install a Building standard window covering at all exterior windows. Lessee shall not without prior written consent of Lessor cause or otherwise sunscreen any window.

2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by any of the Lessees or used by them for any purpose other than for ingress and egress from their respective Premises.

3. Lessee shall not alter any lock or install any new or additional locks or any bolts on any doors or windows of the Premises without first obtaining Lessor’s consent.

4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Lessee who, or whose employees or invitees shall have caused it.

5. Lessee shall not overload the floor of the Premises or in any way deface the Premises or any part thereof.

6. Lessee shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used In a manner offensive or objectionable to the Lessor or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other Lessees or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises or the Building.

7. No major commercial cooking shall be done or permitted by any Lessee on the Premises, nor shall the Premises be used for the storage of merchandise, for washing clothes, for lodging, or for any improper, objectionable or immoral purposes. Microwave cooking is allowed.

8. Lessee shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Lessor.

9. Lessor will direct electricians as to where and how telephone, computer or fiber optic wiring is to be introduced. No boring or cutting for wires will be allowed without the consent of the Lessor.

10. Lessor reserves the right to exclude or expel from the Building any person who, in the judgment of Lessor, is intoxicated or under the influence of liquor or drugs, or who shall, in any manner, do any act in violation of any of the rules and regulations of the Building.

11. No vending machine or machines of any description shall be installed, maintained or operated upon the Premises without the written consent of the Lessor.

12. Lessee shall not disturb, solicit, or canvass any occupant of the building and shall cooperate to prevent same.

13. Without the written consent of Lessor, Lessee shall not use the name of the Building in connection with or in promoting or advertising the business of Lessee except as Lessee's address.

14. Lessor shall have the right to control and operate the public portions of the Building, and the public facilities, and heating and air conditioning, as well as facilities furnished for the common use of the Lessees, in such manner, as it deems best for the benefit of the Lessees generally.

15. All entrance doors in the Premises shall be left locked when the Premises are not in use, and all doors opening to public corridors shall be kept closed except for normal ingress and egress from the Premises. 31 AGENDA ITEM NO. 3.

EXHIBIT “E”

COMMENCEMENT OF TERM NOTICE

Re: Lease dated June 3, 2024 between Jamison Family Community Property Trust (Lessor) and City of Clovis, a California Municipal Corporation (Lessee) concerning 1625 Shaw Avenue, Suite 103, Clovis, CA 93612 (Address).

In accordance with the subject Lease, we wish to advise and/or confirm as follows:

1. That the Premises have been accepted herewith by the Lessee as being substantially complete in accordance with the subject Lease, and that there is no deficiency in construction.

2. That the Lessee has possession of the subject Premises and acknowledges that under the provisions of the subject Lease, the term of said Lease shall commence as of ______________, 2024 for a term of sixty (60) months ending on ___________, 2029.

3. That in accordance with the subject Lease, rental commenced to accrue on _______________, 2024.

4. If the commencement date of the subject Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter shall be for the full amount of the monthly installment as provided for in said Lease.

5. Rent is due and payable in accordance with the subject Lease. Your rent checks should be payable to:

Northstar Management, Inc.
7108 N. Fresno Street, Suite 370
Fresno, CA 93720

Agreed & Accepted:

“LESSOR” “LESSEE”
Jamison Family Community Property Trust City of Clovis, a California Municipal Corporation

By: By ________________________________
William O. Jamison, Co-Trustee John Holt, City Manager

By: _____________________________ Executed: ___________________________ Cinda L. Jamison, Co- Trustee

By: _____________________________
Elizabeth Anne Cardoza

Executed _____

32 AGENDA ITEM NO. 3.

ADDENDUM “A”

NOTICE TO OWNERS, BUYERS AND BUYERS

REGARDING HAZARDOUS WASTES OR

SUBSTANCES

AND UNDERGROUND STORAGE TANKS

Comprehensive federal and state laws and regulations have been enacted in the last few years in an effort to develop controls over the use, storage, handling, clean -up, removal and disposal of hazardous wastes or substances. Some of these laws and regulations, such as, for example, the so called "Superfund Act", provide for broad liability schemes wherein an owner, Buyer or other user of the property may be liable for clean -up costs and damages regardless of fault. Other laws and regulations set standards for the handling of asbestos or establish requirements for the use, modification, abandonment, or closing of underground storage tanks.

It is not practical or possible to list all such laws and regulations in this Notice. Therefore, owners, buyers and Buyers are urged to consult legal counsel to determine their respective rights and liabilities with respect to the issues described in this Notice as well as all other aspects of the proposed transaction. If hazardous wastes or substances have been, or are going to be used, stored, handled or disposed of on the property, or if the property has or may have underground storage tanks, it is essential that legal and technical advise be obtained to determine, among other things, what permits and approvals have been or may be required, if any, the estimated costs and expenses associated with the use, storage, handling, clean-up, removal or disposal of the hazardous wastes or substances and what contractual provisions and protections are necessary or desirable. It may also be important to obtain expert assistance for site Investigations and building Inspections. The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or substances, or underground storage tanks being on the property.

Although Colliers Tingey International will disclose any knowledge it actually possesses with respect to the existence of hazardous wastes or substances, or underground storage tanks on the property, Colliers Tingey International has not made investigations or obtained reports regarding the subject matter of this Notice, except as may be described in a separate written document signed by Colliers Tingey International. Colliers Tingey International makes no representations regarding the existence or nonexistence of hazardous wastes or substances, or underground storage tanks on the property.

You should contact a professional, such as a civil engineer, geologist, industrial hygienist or other persons with experience in these matters to advise you concerning the property.

The term hazardous wastes or substances" is used in this Notice in its very broadest sense and includes, but is not limited to, petroleum base products, paints and solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and other chemical products.

Hazardous wastes or substances and underground storage tanks may be present on all types of real property. This Notice is therefore meant to apply to any transaction involving any type of real property, whether improved or unimproved.

Notwithstanding any other provision of this Lease, Lessee shall be permitted to use, handle, generate, treat, store or dispose of, or permit the use, handling, generation, treatment, storage or disposal of Hazardous Materials in, on, under, around or above the Premises or Property in connection with the operation of a professional office.

33 AGENDA ITEM NO. 3.

LEASE ADDENDUMS

50. Rent Schedule:

Month 1-12: $6,740.00/mo., NNN ($2.00 psf) (August 1, 2024 to July 31, 2025) Month 13-24: $6,909.00/mo., NNN ($2.05 psf) (August 1, 2025 to July 31, 2026) Months 25-36: $7,077.00/mo., NNN ($2.10 psf) (August 1, 2026 to July 31, 2027) Months 37-48: $7,245.00/mo., NNN ($2.15 psf) (August 1, 2027 to July 31, 2028) Months 49-60: $7,448.00/mo., NNN ($2.21 psf) (August 1, 2028 to July 31, 2029)

51. Option to Extend:

Providing that Lessee is not in default of this Lease, Lessor shall provide Lessee with an Option to Extend the term of the lease for two (2) periods of five (5) years each for the total space then under lease by Tenant in the Building. If Lessee elects to exercise such Option(s) to Renew, then Lessee will provide Lessor with written notice at least six (6) months prior to the expiration of the initial Lease Term or First Option Period. The rental rate for extension option shall be renegotiated between the parties and mutually agreed upon, based on the current Fair Market Rental Rates for professional office space, in the Clovis area submarket, at that time.

52. Existing Furniture, Fixtures and Equipment (F.F.&E.):

Lessor shall allow Lessee the right to utilize all existing F.F.&E. that is situated within the Leased Premises (if any), at no charge. However, Lessee shall be responsible for the cost of all maintenance and repair, if necessary.

53. Signage:

In the event that Lessee elects to install signage (Building exterior and/or monument) on the Building, the installation shall be at Lessee’s sole cost and expense. All signage will be per the Project’s standard signage program and reasonably approved by Lessor.

54. HVAC Unit Replacement Agreement:

It is hereby understood and agreed between the parties that Lessee shall remain responsible for all on- going repair and regular servicing of the Building’s HVAC equipment during the lease term. However, should replacement of any HVAC unit become necessary during the lease term, then Lessor shall pay for the cost of replacing any unit at that time. If Lessor fails to pay for all HVAC replacement costs and Lessee does so in connection with any replaced HVAC unit, Lessee shall be entitled to offset the replacement costs paid against any lease payments due and owing to Lessor under the lease agreement. If Lessor pays the costs for replacement of any HVAC units on the premises during the term of the lease, such costs shall be divided by one hundred twenty (120) and Lessee then shall be responsible to make monthly replacement cost payments to Lessor for that replacement/installation cost over a one hundred twenty (120) month period or until the Lease ends and Lessee vacates, whichever occurs first. (Example - $20,000 unit cost divided by 120 months equals $166.67 per month that Lessee shall repay to Lessor.

If the lease term is not extended beyond July 31, 2029, and Lessee vacates the Leased Premises, then the monthly replacement costs payments shall cease on the date the lease agreement officially expires.

55. Suite 101 Lease Extension:

It is understood and agreed, between the parties, that Lessee already leases and occupies 5078 rentable square feet within the subject building, on a sublease agreement, until May 31, 2025. As of June 1, 2025, that Lease will be automatically extended to coincide with this Lease for Suite 103. All terms and conditions of this Lease will apply to Lessee for the entire building with these clarifications:

Months 1-12: (August 1, 2025 to July 31, 2026) $10,410.00 per month, NNN ($2.05 PSF) Months 13-24: (August 1, 2026 to July 31, 2027) $10,664.00 per month, NNN ($2.10 PSF) Months 25-36: (August 1, 2027 to July 31, 2028) $10,918.00 per month, NNN ($2.15 PSF) Months 37-48: (August 1, 2028 to July 31, 2029) $11,222.00 per month, NNN ($2.21 PSF)

56. Rent Commencement:

The agreement described in Paragraph 54 – HVAC Unit Replacement, is based on the Premise that the rent for both suites 101 and 103 shall commence on August 1, 2024, whether the new interior wall/door to be installed in the reception/waiting area, is completed by then or not. However, all other items described in Exhibit “C” – Lessor Work Letter shall be completed prior to August 1, 2024.

Agreed & Accepted:

“LESSOR” “LESSEE”
Jamison Family Community Property Trust City of Clovis, a California Municipal Corporation

By: By ________________________________
William O. Jamison, Co-Trustee John Holt, City Manager

By: _____________________________ Executed: ___________________________ Cinda L. Jamison, Co-Trustee
34 AGENDA ITEM NO. 3.

By: _____________________________
Elizabeth Anne Cardoza

Executed

COMMERCIAL REAL PROPERTY DISCLOSURES
(COMMERCIAL LEASE)
COLLIERS TINGEY INTERNATIONAL, INC.

Property Address: 1625 Shaw Avenue, Clovis, CA
SubLessee: City of Clovis, a California Municipal Corporation Broker: Colliers International

The purpose of this document is to explain the limited scope of Colliers Tingey International, Inc.’s (“Colliers Tingey”) duties and responsibilities to Lessee, as well as provide certain disclosures related to this commercial lease transaction:

1. Scope of Duties. Lessee hereby acknowledges and agrees that Colliers Tingey/SS: (i) does not decide what rent Lessee should pay or the rent Lessor should accept as rent for the Property; (ii) does not guarantee the condition of the Property; (iii) does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by the Lessor or any other third parties; (iv) does not have an obligation to conduct an inspection of the Property; (v) shall not be responsible for identifying defects on the Property; (vi) shall not be responsible for verifying square footage, representations of others or information contained in investigation reports, advertisements, flyers or other promotional material; (vii) shall not be responsible for providing legal, tax or financial advice regarding any aspect of a transaction entered into by Lessee and the Lessor; and (viii) shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Lessee agrees to seek legal, tax, insurance, title, financial and other desired assistance from appropriate professionals.

2. L
essee to Obtain Inspections . Lessee is responsible to have the Property thoroughly inspected and is responsible to ask its experts what investigations and evaluations may be appropriate, as well as the risks of not performing any such investigations or evaluations.

3. E arthquake Safety . Earthquakes occur throughout California.

Colliers Tingey/SS owes no duty to inspect for earthquake weaknesses, or geological or seismic hazards.

Tenant acknowledges receipt of a copy of “The Commercial Property Owner’s Guide to Earthquake Safety.” Colliers Tingey/SS is not required to provide Lessee with any information concerning earthquake safety or other related issues. Lessee should have its experts confirm whether the Property is in any earthquake zone and otherwise investigate and evaluate these matters.

4. F lood Zones. The Property may or may not be located in a flood zone. Whether or not the Property is located in a flood zone, properties can be subject to flooding and moisture problems, especially properties on a slope or in low-lying areas or in a dam inundation zone. Lessee should have its experts confirm whether the Property is in a flood zone and otherwise investigate and evaluate these matters.

5. H
azardous Materials/Underground Storage Tanks. The Property may have hazardous or undesirable metals (including lead -based paint), minerals (including asbestos), chemicals, hydrocarbons, petroleum-related compounds, or biological or radioactive/emissive items (including electrical and magnetic fields) in soils, water, building components, above or below-ground tanks/containers or elsewhere in areas that may or may not be accessible or noticeable. Such items may leak or otherwise be released. Asbestos has been used in items such as fireproofing, heating/cooling systems, insulation, spray-on and tile acoustical materials, floor tiles and coverings, roofing, drywall and plaster. Lessee should have its experts investigate and evaluate these matters.

6. F ires. The Property may be located within a high fire risk hazard zone or wildland zone that the state does not have responsibility to provide fire protection services to and may contain substantial fire risks. Lessee should have its experts confirm the Property’s fire risks and otherwise investigate and evaluate these matters.

7. M
old. Colliers Tingey/SS is not qualified to advise Lessee on the existence of any mold on or near the Property or the health and safety risks related to mold exposure. Lessee is encouraged to obtain the services of a qualified and experienced professional to conduct inspections and tests 35 AGENDA ITEM NO. 3.
regarding any and all mold issues which may affect the Property. Lessee hereby acknowledges and agrees that Colliers Tingey/SS is not responsible for any required remediation and/or any resulting damages related to mold.

8. Z oning/Licenses/Permits. Lessee is solely responsible to ascertain whether the Property is suitable for its intended use and to obtain any necessary permits or licenses related to the Property. Colliers Tingey/SS recommends that Lessee obtain written confirmation regarding the status of the Property from any and all appropriate zoning and licensing agencies. Lessee should have its experts review any and all zoning, licensing and permit issues.

9. Am ericans with Disabilities Act (ADA). The Americans With Disabilities Act and other federal, state and local requirements may require changes to the Property. Lessee should have its experts investigate and evaluate these matters.

10. Ma ndatory Accessibility Disclosure for Commercial Leases .

Pursuant to California Civil Code Section 1938, each lease or rental agreement for commercial property executed on or after July 1, 2013 must state whether the property being leased or rented has undergone inspection by a Certified Access Specialist (CASp), and, if so, whether the property has or has not been determined to meet all applicable construction-related accessibility standards. Lessee should have its experts investigate and evaluate these matters.

11. Ta
xes. Sales, leases and other real estate transactions can have federal, state and local tax consequences. Lessee should have its experts investigate and evaluate these matters.

12. E nergy Use Disclosure for Commercial Leases. Pursuant to the California Nonresidential Building Energy Use Disclosure Program (AB1103), owners of nonresidential buildings must obtain and disclose, prior to any lease or lease renewal of the entire building, the energy use data for the building for the prior twelve (12) months, together with information regarding the building’s operating characteristics and ENERGY STAR Performance Score. Disclosure is required to be made to the prospective or existing Lessee no later than twenty-four (24) hours prior to the execution of a lease or lease renewal. This disclosure is required for entire buildings with a total gross floor area of Ten Thousand (10,000) square feet or more until December 31, 2015. After that date, AB 1103 has been replaced and there is no statewide energy use disclosure requirement in 2016. This requirement does not apply to leases of less than the entire building. Lessee should have its experts investigate and evaluate these matters.

13. Verify Third Party Information . Any and all information regarding the Property supplied by Colliers Tingey /SS has been received from third party sources and has not been independently verified or analyzed by Colliers Tingey/SS. It is strongly recommended that Lessee and its experts verify and analyze all information regarding the Property, including any linear or area measurements and the availability of all utilities. All work should be inspected and evaluated by Lessee and Lessee’s experts.

Colliers Tingey/SS and its brokers are not experts (nor can they determine if any expert is qualified) to provide advice on legal, tax, design, ADA, engineering, construction, soils, title, survey, fire/life safety, insurance, hazardous materials, or other matters. These areas require special education and, generally, special licenses not possessed by Colliers Tingey/SS. Lessee is responsible to consult with its experts regarding these matters.

Further, any opinions or other comments which may be provided by Colliers Tingey/SS regarding the Property shall not be relied on by Lessee. Lessee is responsible for gathering and evaluating the information regarding the Property and making an appropriate investment decision. Lessee understands that there is risk associated with any investment decision.

ACKNOWLEDGED AND AGREED TO:

City of Clovis
Lessee:_____________________________________ Date:________________ J
ohn Holt, City Manager
36 AGENDA ITEM NO. 3.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Administration - Approval – Waive Normal Purchasing Process and approve the purchase of replacement desktop computers and servers using competitively bid contracts with purchasing provisions for California State and Local government agencies.

ATTACHMENTS: 1. None

RECOMMENDATION
For the City Council to waive the normal purchasing process and approve the purchase of desktop computers and servers through the use of competitively bid contracts with purchasing provisions for California State and Local government agencies.

EXECUTIVE SUMMARY
Included in the 2024 -2025 Budget are funds to purchase computers for all departments and servers for applications. The computers and servers are to provide upgrades and replacement of obsolete, worn-out equipment and to equip new employees with computers. The computers are allocated to the various departments based on need. Upgrades are necessary to improve the work performance of clerical and technical positions. A portion of the computers to be purchased are to replace units that have high failure and repair rates or are unable to run upgraded software. Staff is recommending purchasing the replacement computers using previously competitively bid contracts with purchasing provisions for California State and Local government agencies.

BACKGROUND
The Information Services Division is requesting approval to purchase computers and servers through other competitively bid contracts by other agencies, such as the California Multiple Award Schedule (CMAS). With the proliferation of competitively bid contracts with “piggy-back” 37 AGENDA ITEM NO. 4.
provisions, the need to purchase in large quantities at one time is no longer necessary. These current contracts base their pricing on the ability of multiple State and Local government agencies to purchase equipment on an “as needed” bas is, while still passing along quantity discounts. Other examples of these contracts are the Western States Contracting Alliance (WSCA) and the California Communities Purchasing Program (CCPP) sponsored by the League of California Cities.

When purchasing computers on an as needed basis, the City will be able to set up and install the computers more efficiently when staffing is available, eliminating the need to have a large storage area for the computers and risk of potential loss due to theft or disaster. By purchasing when the computer is required, the City can still take advantage of price reductions.

As in the past, the City will continue to use the same evaluation criteria for selecting equipment.

This will include certification of the preloaded ope rating system and software, quality of components, software upgrade policy, price, compliance with the City’s standard specifications, product reliability, vendor reputation, and financial stability of the supplier and the computer manufacturer.

FISCAL IMPACT
There is $350,000 budgeted to fund the purchase of replacement computers, servers, related software, licensing and peripherals.

REASON FOR RECOMMENDATION
The computers and servers are needed to increase the stability of the computing environment, increase productivity and to replace worn-out equipment. Purchasing through current contracts will allow the City the flexibility to install computers and servers on an as needed basis, purchase the most recent configurations offered by the manufacturers, an d receive the latest price reductions offered.

ACTIONS FOLLOWING APPROVAL
The City will purchase the budgeted desktop computers and servers from current competitively bid contracts as they are required. As the units arrive, they will be set up and instal led to the department users that were designated to receive new computers during the budget process.

Prepared by: Jesse Velez, I.T. Deputy Director

Reviewed by: City Manager AH
38 AGENDA ITEM NO. 4.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Administration - Approval - Authorize the renewal of the next generation antivirus software subscription from the Center for Internet Security (CIS) in the amount of $72,105.00 per year for three years.

ATTACHMENTS: None

RECOMMENDATION
For the Council authorize the City Manager to execute a three (3) year agreement with the Center for Internet Security for the Next -Gen Antivirus software subscription for $216,315, payable at $72,105 each year.

EXECUTIVE SUMMARY
The cybersecurity lands cape continues to evolve, and new threats and vulnerabilities are introduced every day. The city’s current Next Generation Antivirus platform has proven very effective in keeping up with these challenges. The initial software subscription/agreement was for one year and it expires in August. To remain in compliance with the licensing, provide some cost certainty and reliability, it is recommended that the subscription be renewed for a three (3) year term.

BACKGROUND
To keep up with today’s cybersecurity challenges an updated, next-generation antivirus system is needed. These next-gen platforms, called Managed Endpoint Detection and Response (MDR) systems, provide more comprehensive security protection, they provide a dditional insight on vulnerabilities and detections, and they also use advanced algorithms and heuristics (instead of the traditional/static virus definition files) to detect both known and unknown (zero-day) malware.

Additionally, in 2022 the City signed up for cybersecurity insurance and one of the requirements for maintaining our coverage was to implement an MDR system. 39 AGENDA ITEM NO. 5.

Over the last year the City has been using the product and services from the Center for Internet Security (CIS). CIS is a non -profit organization that was specifically set up to bring both public agencies (Federal/State/Local) and private companies together to better mitigate and prevent cyber threats. Their MDR system and security operations center work jointly with the Cybersecurity and Infrastructure Agency (CISA), an agency of the US Department of Homeland Security. Also, as part of the City’s membership, additional services are available such as Cybersecurity Best Practices, Cyber Threats and Advisories, Incident Detection, Response, and Prevention, and Information Sharing.

The initial software subscription/agreement from CIS was for one year and it expires in August.

To provide some consistency, reliability and cost certainty with the system, and to remain in compliance with the licensing terms, staff recommends renewing the subscription from CIS for a three-year term for a total amount of $216,315 (payable annually at $72,105 per year).

FISCAL IMPACT
The cost of purchasing the upgraded licenses and maintenance is included in the I.T. Division budget for Fiscal Year 2024-2025.

REASON FOR RECOMMENDATION
To meet today’s cybersecurity challenges, address the requirements of the City’s cybersecurity insurance program and to remain in compliance, we must renew our licensing agreement. The MDR system from CIS has proven very effective as a next generation antivirus platform and the subscription / agreement will provide some stability and cost certainty for the next three years.

ACTIONS FOLLOWING APPROVAL
After Council approval, Staff will renew the MDR subscription agreement with the Center for Internet Security.

Prepared by: Jesse Velez, I.T. Deputy Director

Reviewed by: City Manager AH

40 AGENDA ITEM NO. 5.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Administration – Approval – Authorize the Mayor to enter into a non - binding agreement, adding Clovis to a list of regional partners seeking to attract companies and jobs associated with the semiconductor industry.

ATTACHMENTS: None

RECOMMENDATION
For the City Council to authorize the Mayor to enter into a non-binding agreement, adding Clovis to a list of regional partners seeking to attract companies and jobs associated with the semiconductor industry.

EXECUTIVE SUMMARY
A group of regional partners, which include the Economic Development Corporation, Fresno County (Fresno County EDC), have agreed to a strategic partnership with the goal of introducing high-tech businesses to the region, specifically those connected to the semiconductor industry.

If Council approves, City Staff and the Mayor would join with representatives from the region at Semicon West, taking place in San Francisco in early July , to formally sign -on to the regional effort. Semicon West is a conference where members of the global electronics supply chain gather to network and make deals.

BACKGROUND
Staff has worked closely with Fresno County EDC to introduce high tech businesses, which are looking to relocate, to our area. This effort has resulted in conversations with businesses associated with the semiconductor industry. Instead of working independently, regional partners have agreed to work together on this effort.

41 AGENDA ITEM NO. 6.

FISCAL IMPACT
The City is not obligating itself to any specific amount of funding, but does agree to contribute to the costs associated with the Semicon West event, including booth space/materials, etc. There are funds in the 2024 -2025 Economic Development budget available. Any additional contributions of funding would be up to the individ ual parties participating in the regional effort, and there are no additional financial commitments.

REASON FOR RECOMMENDATION
To support the regional economic development efforts to connect with businesses associated with the semiconductor industry supply chain looking to relocate to the Clovis/Fresno area.

ACTIONS FOLLOWING APPROVAL
City Staff will attend Semicon West and with members of the semiconductor industry. Efforts will be made to work together as a region to bring high-tech jobs to our area.

Prepared by: Chad McCollum, Economic Development, Housing and Communications Director

Reviewed by: City Manager JH

42 AGENDA ITEM NO. 6.

TO: Mayor and City Council
FROM: General Services
DATE: July 1, 2024
SUBJECT: General Services - Approval – Res. 2 4-___, Approving a Side Letter Agreement with the Transit Employees Bargaining Unit (TEBU) to Include Part-Time/Extra-Help Bus Drivers and Part-Time/Extra-Help Van Drivers; and Authorizing the City Manager to Execute the Agreement.

ATTACHMENTS: 1. Resolution with Side Letter Agreement

RECOMMENDATION
For the City Council to approve a resolution approving a side letter agreement with the Transit Employees Bargaining Unit to include part-time/extra-help bus drivers and part-time/extra-help van drivers and authorize the City Manager to execute the agreement.

EXECUTIVE SUMMARY
A new state law allows bargaining units to include in their MOU part-time, extra-help, temporary, and contract employees and requires engaging in the meet and confer process. The side letter agreement allows TEBU to represent extra-help bus drivers and extra -help van drivers an d defines those items in the MOU which apply to the new group of employees.

BACKGROUND
Assembly Bill 1484, which became effective January 1, 2024, requires temporary, part -time, contract, and extra-help employees who have been hired to perform the same or similar type of work that is performed by permanent employees represented by a recognized employee organization, to be automatically included in the same bargaining unit as the permanent full-time employees. The law requires the City to promptly participate in collective bargaining to establish certain employment conditions for the newly added temporary, part -time, extra -help, and contract employees.

43 AGENDA ITEM NO. 7.

The Transit Employees Bargaining Unit (TEBU) has requested the inclusion of part -time/extra help Bus Drivers and part-time/extra-help Van Drivers. Following the request, City management met with TEBU representatives to discuss revisions to the current MOU in relation to adding part-time employees and to specify which items pertain to only part -time employees, only full - time employees, or both part-time and full-time. The attached side letter has been agreed upon by TEBU and City management. When the current MOU expires in June 2025, the changes in the side letter will be incorporated into the successor MOU.

In addition, AB1484 requires , upon hire, the City to provide part-time, extra-help, contract, or temporary workers with their job description, wage rates, eligibility for benefits, anticipated length of employment, and procedures to apply for open, permanent positions. The same information is provided to TEBU within 5 business days of hiring the new employee.

FISCAL IMPACT
No impact.

REASON FOR RECOMMENDATION
AB 1484 requires the City to meet and confer with bargaining units that want to include into their MOU, part-time, extra -help, temporary, and contract employees who do similar work as represented full-time employees. The side letter agreement complies with the regulation and defines which items apply to which employees.

ACTIONS FOLLOWING APPROVAL
The side letter agreement will be signed by all parties and effective once fully executed.

Prepared by: Shonna Halterman, General Services Director

Reviewed by: City Manager AH

44 AGENDA ITEM NO. 7.

ATTACHMENT 1
RESOLUTION 24-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS

APPROVING A SIDE LETTER AGREEMENT WITH

TRANSIT EMPLOYEES BARGAINING UNIT (TEBU)

WHEREAS, per Assembly Bill 1484, TEBU has requested to include in the Memorandum of Understanding, part-time, extra help, temporary, and contract employees who do the same or similar work as employees currently represented by TEBU; and

WHEREAS, TEBU has requested inclusion of Part-Time/Extra-Help Bus Driver and Part- Time/Extra-Help Van Driver into the bargaining unit; and

WHEREAS, side letter Attachment A clarifies revisions to the current MOU related to the new Part-Time/Extra-Help positions and distinguishes which portions of the current MOU relate to full-time employees, part-time employees, or both, while side letter Attachment B states the City will meet again in the next four months to further discuss section 1.C; and

WHEREAS, TEBU and City representatives met and conferred on the side letters and are in agreement.

NOW, THEREFORE, BE IT RESOLVED, that the City of Clovis approves the Side Letter Agreements with TEBU (Attachment A and Attachment B) and authorizes the City Manager to sign the agreements.

* * * * *

The foregoing resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on July 1, 2024, by the following vote, to wit.

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: July 1, 2024

______________________________ ______________________________ Mayor City Clerk

45 AGENDA ITEM NO. 7.

ATTACHMENT A

SIDE LETTER OF AGREEMENT

BETWEEN CITY OF CLOVIS
AND

TRANSIT EMPLOYEES BARGAINING UNIT

The City of Clovis (City) and the Transit Employee’s Bargaining Unit/OE3 (TEBU/OE3), collectively referred to as “the Parties,” agree to the following Side Letter of Agreement (Side Letter) to the Parties’ Memorandum of Understanding (MOU) effective July 1 , 2022, through June 30, 2025.

RECITALS

1. TEBU/OE3 has requested inclusion of the following part -time, extra-help, positions into the bargaining unit pursuant to Assembly Bill 1484, which became law on January 1, 2024:

 Part-time/Extra Help Bus Driver
 Part-time/Extra-Help Van Driver

2. The purpose of this Side Letter is to identify the sections and subsections of the MOU that will and will not apply to part-time/extra-help staff and specify revisions or addenda to the MOU necessitated by the inclusion of part-time/extra-help staff in the bargaining unit.

3. This Side Letter also specifies whether sections and subsections of the MOU apply to Full - Time Bus Drivers, Lead Bus Drivers, or Transit Dispatcher, hereby designated as FT, or to Part-Time/Extra-Help Bus Drivers or Van Drivers, hereby designated as PT. Sections and subsections of the MOU shall apply to both FT and PT employees if not otherwise specified in this Side Letter.

TERMS AND CONDITIONS

1. Recitals. The above recitals are true and correct.

2. Application of the MOU to Part-time/Extra Duty Staff, FT, and PT.

Section 1. Unit Description.

A. Recognition of Exclusive Representative:

The first sentence of this subsection shall be revised as follows: “representing full -time non- management, transit permanent and probationary employees, and certain part-time/extra help employees listed in subsection B below…”

B. Description of the Bargaining Unit.
46 AGENDA ITEM NO. 7.

The following language shall be added to this subsection:

The unit shall also consist of all part -time/extra-help and probationary employees (hereafter referred to as “PT”) in the following classifications:

1. Bus Driver PT

2. Van Driver PT

C. Part-Time/Extra-Help Employment Status:

Extra help employees poss ess an at-will employment status as defined under Rule I.4 of the City’s Personnel Rules, with the exception that once an extra help employee has satisfactorily completed 2,080 hours and at least one calendar year of work in the employee’s designated position, the employee may request a limited administrative review of certain disciplinary actions, subject to the following conditions:

1) An employee’s accrual of 2,080 hours must be in the same position. If an employee transfers or is transferred by his/her Appointing Authority or the City, to a different position, the employee’s accrual of hours shall start over. 2) Once an employee reache s 2,080 satisfactory hours of work and at least one calendar year, he/she shall be entitled to receive notice of any intended ‘for cause’ disciplinary action for separation from employment, suspension, or demotion. Such notice shall advise the employee of the specific policies upon which the intended disciplinary action is based. Information provided to the employee will be confidential and will not be disclosed to the public unless required by the law. 3) Upon receiving notice of an intended disciplinary action, the employee may request a limited review of the intended action by the Appointing Authority. 4) Once the employee is notified of an intended disciplinary action, the employee will be relieved of duties and in a non-paid status.
5) A request for review mus t be made within three business days (Monday through Friday excluding city-recognized holidays) of the employee’s receipt of the notice of intended action. Such requests shall be in writing and shall specify the reasons the employee contests the intended action. Any request that does not comply with these requirements or is submitted untimely may be rejected by the City. 6) Review of an employee’s intended disciplinary action shall be scheduled as soon as possible, but no later than one (1) week after receipt of the employee’s request for review (absent extraordinary circumstances). If the Appointing Authority is unavailable to conduct the review, the City may designate someone else to serve as the reviewer.
7) During the review, the employee shall have an oppor tunity to respond to the intended action and explain why he/she believes the action is improper. The employee may also provide information during the review to support his/her position; however, the employee shall not be entitled to any discovery or information requests as part of this process. No witness testimony shall be permitted during the review. 47 AGENDA ITEM NO. 7.

An employee may be represented by his/her union representative throughout the review process.
8) Following the review, the Appointing Authority or designee shall notify the employee in writing whether the intended disciplinary action will be implemented. The Appointing Authority’s decision shall be final and binding and may not be appealed in any manner, nor shall it constitute an adjudicatory or quasi -judicial d ecision subject to writ of mandamus pursuant to Code of Civil Procedure section 1094.5. 9) Nothing in this section is intended to change the at -will status of extra help employees or confer on employees any due process rights beyond the limited rights specified herein.
10) This section shall not apply to layoffs or similar separations from employment based on lack of work or need for the employee’s services.

Section 5. Dues Deduction

The City agrees to deduct union dues as required by law. However, if an employee’s paycheck does not have sufficient funds to cover union dues, no dues will be deducted and any uncollected dues will need to be recuperated by the union directly. Regular dues collection will commence when adequate employee payroll funds are again available. The union shall defend, indemnify, and hold harmless the City, and its officers, employees, agents, representatives (“City Representatives”), from and against any and all claims, losses, demands, expenses, judgments, and any other liabilities related to or arising out of the City’s or City Representatives' direct or indirect involvement in the collection of dues. Such defense and indemnity obligations shall include, without limitation, claims under state or federal wage and hour law, including, but not limited to, the Fair Labor Standards Act, the California Labor Code, and the California Industrial Commission Wage Orders.

Section 6. Union Access

This section shall be revised as follows:

Access to new hire employee personal information:

Personal information on new FT and PT hires will be distributed to the Union President within 30 days after date of hire as required by AB 119. Due to the sensitive nature of the information, the Union President will pick up the provided information and sign for it. Only one e -mail notification will be sent out to the Union President. The Union President will be responsible for picking up the personal information in the Personnel office.

Per AB 1484, which became law on January 1, 2024, upon hire, the City shall provide new PT employees with their job description, wage rates, and eligibility for benefits, anticipated length of employment, and procedures to apply for open, permanent positions. The same information provided to PT employees shall be provided to the Union President via email within five business days of hiring the PT employee.

48 AGENDA ITEM NO. 7.

Section 8. Wage Scale and Retirement Contributions

B. Wage Adjustment

This subsection shall be revised to indicate that subsections B.1. and B.2. only apply to FT employees. Also, subsection B.3. shall be revised to specify that for the 2024-2025 fiscal year, all FT and PT employees shall receive a 3.0% wage increase effective July 1, 2024. In addition, PT Van Drivers shall receive a, 8.0% equity adjustment for a total of 11% effective July 1, 2024.

C. Retirement

Subsection C.3. shall be revised to specify that the current Employee Paid Member Contribution is 7.50%*, the Employee Cost Share of City PERS Cost is 8.40%, and the total of the two is 15.90%.

D. Step Increases

This subsection shall be revised as follows:

The City shall maintain its current five (5) step salary plan during the term of this MOU for FT employees. PT employees are eligible for merit-based step increases after a minimum of one- year and the completion of 2080 working hours since hire, or since their last step increase.

Once an employee reaches Step 5 within their classification, they shall not receive further merit- based step increases.

E. Deferred Compensation

This subsection shall only apply to FT employees.

Section 9. Health, Life, and Dental Insurance Compensation

F. Health Premium Rebate

This subsection shall only apply to FT employees.

A new subsection G. shall be added to Section 9. for PT employees:

G. Health Insurance for PT Employees. PT employees who average 30+ hours of work per week will be eligible for City health insurance after one year of employment. The one-year look- back period will be one year from the hire date for the first year of employment, then will move to the annual look back period of November 1 through October 31 for every year thereafter.

Only PT employees who average 30+ hours of work per week for the year lookback are eligible for City paid benefits. If a PT employee is determined to be eligible, benefits will be effe ctive 60 days following the look-back period, and the benefits offered shall be for the employee only, no family or child coverage is included. Each year, Personnel will notify eligible PT employees who will then have 30 days to either sign-up for coverage, opt out of coverage, or opt to receive 49 AGENDA ITEM NO. 7.

a cash-in-lieu benefit of $420 per month by submitting a Request for Health Insurance Waiver form and providing evidence of being covered on another health plan. A PT employee’s eligibility status may change year-to-year depending on the number of hours worked during the look-back period.

A new section H. shall be added to Section 9 for both FT and PT employees:

H. Employees who have exhausted their FMLA/CFRA leave rights and are on an unpaid leave of absence, or d o not have sufficient wages to cover their portion of their health insurance premium, are eligible to continue their health insurance coverage for a period of up to three (3) months by paying the health insurance premium directly to the Finance department. After the three (3) month period, employees must enroll in COBRA to continue health insurance coverage through the City.

Subsection G Supplemental Life Insurance shall become subsection I, and only shall only apply to FT employees.

Subsection H. State Disability Insurance, shall become subsection J.

Section 10. Holidays

Subsections A. through D. shall only apply to FT employees.

Subsection E. shall be revised as follows:

Whenever a FT employee is required to work on a recognized holiday, the emplo yee shall be paid at straight time, plus one and one-half times their rate of pay for every hour actually worked with a two (2) hour minimum. PT employees who work on a City -designated holiday as specified in section 10.A. shall be paid at one and one -half times their rate of pay for every hour actually worked with a two (2) hour minimum.

Section 11. Sick Leave

Subsections A. through F. shall only apply to FT employees.

G. Sick Leave Cash Out at Retirement

This subsection shall be replaced with following language:

1. FT Employees who retire from the City on the regular PERS service retirement benefit may elect to receive a lump sum cash-out of up to 25% of their accrued sick leave balance as calculated at the time of retirement. This benefit is no t applicable to employees who leave City service under any other conditions, including employees who retire under PERS disability retirements. Appropriate federal/state tax withholding will be made at the time of cash-out.

50 AGENDA ITEM NO. 7.

2. FT employees wishing to particip ate in this benefit shall notify the Personnel/Risk Management Division of their intention within thirty (30) days of their retirement date by completing a Sick Leave Cash-Out Benefit form.

3. Unused sick leave hours for FT employees will be cashed -out as noted above. For both FT and PT employees, sick leave hours that remain after any eligible cash -out will be certified to PERS for the benefit known as “Credit for Unused Sick Leave.”

A new subsection H. shall be added to Section 11:

H. PT Sick Leave

On January 1, 2024, and every January 1 thereafter, PT employees will receive a forty (40) hour lump sum allocation of sick leave. Newly hired PT employees will receive forty (40) hours upon hire, then will receive an annual allocation each January as stated above. The maximum cap is forty (40) hours with no roll-over into the next year. Sick leave hours may be used for the diagnosis, care, or treatment of an existing health condition or for preventative care for the employee or a covered family member (pare nt, child, spouse or registered domestic partner, parent-in-law, sibling, grandchild, grandparent, or designated person). Sick leave hours may be used for a reproductive loss per California law. Sick leave hours may also be used by an employee who is the v ictim of domestic violence, sexual assault, or stalking for the purposes of:

1. Seeking medical attention for injuries cause by domestic violence or sexual assault.

2. To obtain services from a domestic violence shelter, program, or rape crisis center as a result of domestic violence or sexual assault.

3. To obtain psychological counseling related to an experience of domestic violence or sexual assault.

4. To participate in safety planning and take other actions to increase safety from future domestic violence or sexual assault, including temporary or permanent relocation.

Employees may be required by their department management to furnish a doctor’s certificate or other proof of illness consistent with state and federal law.

CalPERS retired annuitants are not eligible for paid sick leave.

Accrued paid sick leave cannot be cashed out upon separation from employment and has no cash value.

Section 12. Family Illness Leave

This article only applies to FT employees.

Section 13. Vacation

51 AGENDA ITEM NO. 7.

The language in Section 13 shall be replaced with the following:

A. Full-time employees in this unit shall earn vacation credit on the following basis:

Years of Service Accrual____________________________
1 through end of year 7 5 hours posted on each pay period to a maximum of 280 hours 8 through end of year 14 6 hours posted on each pay period to a maximum of 328 hours 15 through end of year 19 6.667 hours posted each pay period to a maximum of 360 hours 20 Years or more 8 hours posted on each pay period to a maximum of 360 hours

The time at which the employee shall be granted a vacation is at the discretion of the Department Head. Employee seniority, as defined in Section 26, shall govern selection of vacation time unless the needs of the City require a deviation from this procedure.

B. Part-Time/Extra Help employees who work an average of 20 hours or more per week for at least 5 consecutive years shall accrue Paid Time Off at the rate of 1.67 hours per pay period.

If a part-time/extra-help employee works less than an average of 20 hours per week over a period of three consecutive months, they shall cease to accrue Paid Time Off. However, Paid Time Off accrual shall resume if the part -time/extra-help employee works more than 20 hours per week on average in a subsequent three consecutive months. Upon separation from City employment, the City shall pay part -time/extra-help employees the balance of their accrued Paid Time Off at their current hourly rate of pay.

Section 14. Overtime

Subsections A. through G. shall only apply to FT employees.

A new subsection H. shall be added to Section 14:

PT employees shall be paid overtime at the rate of one and one-half times their normal rate of pay for all hours actually worked in excess of 40 hours in a work week.

Section 15. Specialty Pay

This section shall only apply to FT employees.

Section 16. Standby Pay

This section shall only apply to FT employees.

Section 17. Safety Incentive Program

This section shall only apply to FT employees.

Section 18. Compensatory Time-Off

This section shall only apply to FT employees.
52 AGENDA ITEM NO. 7.

Section 19. Bereavement Leave

The language in Section 19 shall be replaced with the following:

Per California law, employees who have worked for the City at least 30 days will have five days unpaid bereavement leave based on their regular schedule. Employees working a variable part-time schedule are entitled to a total of five days of leave based on when they would normally be scheduled to work. The five unpaid days do not need to be consecutive, but they must be taken within three months of the death of a covered family member. FT employees receive 40 hours bereavement pay per year. Documentation verifying the family member’s death may be required.

See the chart below for qualifying family member definitions.

53 AGENDA ITEM NO. 7.

Covered family members for 5
days unpaid bereavement. (5
days per qualifying family
member death.) FT employees
may use up to 40 hours
bereavement pay per year.

Qualifying family members for 40
hours bereavement pay. (40 hours
per year total.) The 40 hours is used
concurrently with the 5 days unpaid
time, not in addition to it. Example:

A FT employee who works 4/10’s
would be entitled to 5 days leave.

Four days (40 hours) would be paid
bereavement, one day is unpaid or
employee could use vacation or
comp.

Full-time
employee
 Spouse
 Child
 Parent
 Sibling
 Grandparent
 Grandchild
 Domestic partner
 Parent-in-law
 Spouse
 Child/Step
 Parent/Step
 Sibling/Step
 Grandparent
 Grandchild
 Domestic partner
 Legal Dependents
 Parent-in-law
 Sibling-in-law
 Child-in-law
Part-time
employee
 Spouse
 Child
 Parent
 Sibling
 Grandparent
 Grandchild
 Domestic partner
 Parent-in-law

N/A

Section 20. Donation of Leave Time

This section shall only apply to FT employees.

Section 21. Leave of Absence Without Pay

This section shall only apply to FT employees.

54 AGENDA ITEM NO. 7.

Section 22. Minimum Callback Pay

This section shall only apply to FT employees.

Section 24. Jury Duty

This section shall only apply to FT employees.

Section 26. Layoffs

Employees to be laid off in reverse seniority order get rehired in the same similar order as the full-timers.

Section 28. Uniform Allowance

Van Drivers will be added to this section.

Section 29. Military Leave

Subsection B. shall be replaced with the following:

FT employees called to active duty shall be paid their regular salary, and PT employees called to active duty shall be paid based on their regularly scheduled hours, for the first 30 days of active duty within a fiscal year. For PT employees who work a variable schedule, regularly scheduled hours shall be the average number of hours worked weekly over the prior six-month period, or the average number of weekly hours worked since employment if employed le ss than six months. Starting on the 31 st day of active duty, employees will receive the difference between their military base pay and their City of Clovis pay. Military orders and wage statements will be required. See the Leave Guide for more details.

Section 30. Professional Development

This section shall only apply to FT employees.

Section 31. Workweek

The language in Section 31 shall be replaced with the following:

A. The workweek for all unit members shall be 168 consecutive regularly recurring hours.

B. For all PT employees, and for FT employees assigned to a “5 / 8” or “4 / 10” work schedule, the workweek shall begin at 0700 hours on Sunday and end at 0700 hours the following Sunday.

C. For FT employees assigned to a “9/80” work schedule, each employee’s designated FLSA workweek (i.e., 168 regularly recurring hours) shall begin exactly four (4) hours after the start 55 AGENDA ITEM NO. 7.

time of the employee’s eight (8) hour shift on the weekday that corresponds with the employee’s regular alternating day off.

Section 32. Flexible Work Schedules

This section shall only apply to FT employees.

3. Inclusion of Side Letter in TEBU MOU. The additions and changes to the MOU that are described in Section 2. o f this Side Letter shall be incorporated into the Parties’ MOU during the Parties’ next successor MOU negotiations.

4. Effective Date and Term of Side Letter . This Side Letter shall become effective upon ratification by the City Council and shall remain in effect through June 30, 2025.

5. Amendments. This Side Letter may only be amended in a writing signed by the Parties.

6. Attachments. The following documents are attached and hereby incorporated into the Side Letter:

1. TEBU FT Salary Schedule.

2. TEBU PT Represented Salary Schedule.

DATE SIGNED:__________________________

For the City: For TEBU:

________________________________ _________________________________ John Holt, City Manager Adam De La Torre, TEBU Representative

________________________________ _________________________________ Shonna Halterman, General Services Dir. Heather Teer, TEBU Representative

________________________________ _________________________________ Amy Hance, Deputy General Services Dir. Allen Dunbar, OE3 Representative

________________________________
Lori Shively, Deputy General Services Dir.

Attest:____________________________
Briana Parra, City Clerk

Date:_______________________

56 AGENDA ITEM NO. 7.

ATTACHMENT 1
Applies to FT Employees

CITY OF CLOVIS
TEBU - Monthly Salary Schedule - Effective July 1, 2023 3% Wage Increase
Code Position Grade Step 1 Step 2 Step 3 Step 4 Step 5 5201 Bus Driver 150 4,290 4,505 4,730 4,967 5,215
5661 Lead Bus Driver 190 5,149 5,406 5,676 5,960 6,258
5986 Transit Dispatcher 250 4,712 4,948 5,195 5,455 5,728

CITY OF CLOVIS
TEBU - Hourly Salary Schedule - Effective July 1, 2023
3% Wage Increase
Code Position Grade Step 1 Step 2 Step 3 Step 4 Step 5 5201 Bus Driver 150 24.75 25.99 27.29 28.66 30.09
5661 Lead Bus Driver 190 29.71 31.19 32.75 34.38 36.10
5986 Transit Dispatcher 250 27.18 28.55 29.97 31.47 33.05

CITY OF CLOVIS
TEBU - Monthly Salary Schedule - Effective July 1, 2024 3% Wage Increase
Code Position Grade Step 1 Step 2 Step 3 Step 4 Step 5 5201 Bus Driver 150 4,419 4,640 4,872 5,116 5,372
5661 Lead Bus Driver 190 5,303 5,568 5,846 6,138 6,445
5986 Transit Dispatcher 250 4,853 5,096 5,351 5,619 5,900

CITY OF CLOVIS
TEBU - Hourly Salary Schedule - Effective July 1, 2024
3% Wage Increase
Code Position Grade Step 1 Step 2 Step 3 Step 4 Step 5 5201 Bus Driver 150 25.49 26.77 28.11 29.52 30.99
5661 Lead Bus Driver 190 30.59 32.12 33.73 35.41 37.18
5986 Transit Dispatcher 250 28.00 29.40 30.87 32.42 34.04

57 AGENDA ITEM NO. 7.

ATTACHMENT 2
PT Bus Driver and Van Driver Salary Matrix

TEBU Part-Time/Extra Help Hourly Salary Schedule - Current Current Wages
Code Position Step 1 Step 2 Step 3 Step 4 Step 5
3460 Van Driver - Part-Time/Extra Help $17.60 $18.48 $19.40 $20.37 $21.39 3450 Bus Driver - Part-Time/Extra Help $24.75 $25.99 $27.29 $28.66 $30.09

TEBU Part-Time/Extra Help Hourly Salary Schedule - Effective July 1, 2024 3% Wage Increase Plus 8% Equity Adjustment for Van Driverss Code Position Step 1 Step 2 Step 3 Step 4 Step 5
3460 Van Driver - Part-Time/Extra Help $19.54 $20.52 $21.54 $22.62 $23.75 3450 Bus Driver - Part-Time/Extra Help $25.49 $26.77 $28.11 $29.52 $30.99 58 AGENDA ITEM NO. 7.

ATTACHMENT B

SIDE LETTER OF AGREEMENT

BETWEEN CITY OF CLOVIS
AND
TRANSIT EMPLOYEE’S BARGAINING UNIT/OE3

The City agrees to hold a meeting with TEBU to meet and discuss Section 1.C. of the MOU related to Part-Time/Extra-Help Employment Status. The City will schedule the initial meeting no later than October 31, 2024.

For the City: For TEBU:

________________________________ _________________________________ John Holt, City Manager Adam De La Torre, TEBU Representative

________________________________ _________________________________ Shonna Halterman, General Services Dir. Heather Teer, TEBU Representative

________________________________ _________________________________ Amy Hance, Deputy General Services Dir. Allen Dunbar, OE3 Representative

________________________________
Lori Shively, Deputy General Services Dir.

Attest:____________________________
Briana Parra, City Clerk

Date:_______________________

59 AGENDA ITEM NO. 7.

TO: Mayor and City Council
FROM: General Services Department
DATE: July 1, 2024
SUBJECT: General Services – Approval - Reallocation of Capital Improvement Program Funds for Senior Center Tenant Improvements.

ATTACHMENTS: None

RECOMMENDATION
For City Council to approve the reallocation of Community Investment Program (CIP) funds to be used for the Clovis Senior Center tenant space improvements for the purpose of expanding usable senior center space.

EXECUTIVE SUMMARY
Within seven months of open ing, the new senior center is already at capacity, has added over 2,300 new members, and is providing services to approximately 600 seniors daily. A recent generous gift of $501,000 from the Carl and Lulu Mitchell Family Foundation has provided us with the opportunity to build out the additional 4,000 square feet of shell tenant space within the senior center, thereby providing additional programming space for the senior center. Council previously approved $1,500,000 in General Government Funds to the space for the purpose of City office space, however staff is requesting shifting those funds to allow the space to be used for senior center programming. Offsite office space will be leased to provide the needed additional office space.

BACKGROUND
On November 6, 2023, City Council approved expenditures in the amount of $1,500,000 to complete tenant improvements on the 4,000 square feet of incomplete space within the Clovis Senior Activity Center at Landmark Square. At that time, the plan was to build-out the shell tenant space to house the Personnel division, thereby solving overcrowding issues at City Hall.

Recently, however, 3,370 square feet of commercial office space located at 1625 Shaw Avenue 60 AGENDA ITEM NO. 8.
has become available in the same building as the Cit y’s Information Technology Division (IT).

Moving Personnel into the space adjacent to IT provides an excellent opportunity to negotiate a five-year lease for both office suites and allows for other uses for the 4,000 square feet of space within the senior center.

The newly constructed senior center has already reached capacity since opening in November 2023. By shifting Personnel to the Shaw Avenue space, the previously allocated tenant improvement funds can be utilized to expand senior center operations into the 4,000 square feet former tenant space. A recent generous gift of $501,000 from the Carl and Lulu Mitchell Family Foundation provides for funding to expand the usable senior center space while freeing funds for furniture and improvements at the Shaw Avenue location for Personnel, and cosmetic improvements at City Hall at the former Personnel space which will be repurposed for the Community Development, Housing and Communication Department.

When the senior center was designed, two kitchen storage areas and the custodian’s office were engineered to become a hallway into the additional space, with the storage and office space shifted into the newly annexed space. The additional 4,000 square feet will allow for a large room with a dividing wall, two res trooms, a lobby area with tables and chairs for cards or socializing, and storage space. This will allow for additional programming space within the busy center to further meet the needs of area senior citizens. Signage acknowledging the generous gift of t he Mitchell Family Foundation will be located on the exterior door of the new space, and within the interior.

FISCAL IMPACT
The Community Investment Program budget has already been allocated $1,500,000 of general government services funding for the purpos e of tenant improvements within the senior center.

The recent $501,000 gift allows for the ability to expand senior center operations into the former tenant space while allowing flexibility with general government services funds to prepare and furnish the new Personnel offices, and the Community Development, Housing and Communication Department space at City Hall (old Personnel offices).

REASON FOR RECOMMENDATION
Shifting the purpose of the 4,000 square feet vacant space within the senior center from Cit y offices to senior center programing space provides additional opportunities to provide services to area seniors and the community as a whole.

ACTIONS FOLLOWING APPROVAL
An architect will be selected and planning for the new space will begin. The project is expected to be completed in 18-24 months.

Prepared by: Shonna Halterman, General Services Director

Reviewed by: City Manager JH
61 AGENDA ITEM NO. 8.

TO: Mayor and City Council
FROM: General Services Department
DATE: July 1, 2024
SUBJECT: General Services – Approval - Claim Rejection of the General Liability Claim on behalf of Natilidawn Gonzales.

ATTACHMENTS: None

RECOMMENDATION
Reject the General Liability Claim filed on behalf of Natilidawn Gonzales.

EXECUTIVE SUMMARY
On behalf of Natilidawn Gonzales (claimant), the City received a claim form on June 24, 2024, alleging the City of Clovis failed to train and supervise employees, and failed to provide a safe environment for students . It is recommended that the City reject the claim, send notice of rejection, and refer the matter to the City’s third-party administrator for liability claims for further investigation and handling.

BACKGROUND
On June 24, 2024, a revised General Liability Claim was received by the City of Clovis on behalf of Natilidawn Gonzales, by Downtown LA Law Group located in Los Angeles, CA. The claim was considered legally sufficient and timely. The c laim alleges the City of Clovis failed to properly train and supervis e their employees, failed to provide a safe and secure environment for students, and failed to properly and accurately inform Ms. Gonzales’ mother of a situation that occurred on the property of Clovis High School, 1055 Fowler Avenue, Clovis, CA.

The claimant seeks damages for pain and suffering and bodily injury. The claim has been filed as a “civil unlimited case”.

62 AGENDA ITEM NO. 9.

FISCAL IMPACT
Rejection of the claim does not result in any fiscal impact.

REASON FOR RECOMMENDATION
The incident occurred outside of the City’s jurisdiction, and the City has no involvement in this matter. It is recommended that the claim be rejected. The City’s liability is disputed, and although the claim is legally sufficient, the amount of the alleged damages sustained by the claimant may also be disputed. Rejecting the claim and sending notice of rejection in accordance with the Government Claims Act will commence the time in which the claimant may file a lawsuit against the City based on the claim.

ACTIONS FOLLOWING APPROVAL
A rejection notice letter will be sent to the claimant informing her that the claim has been rejected.

Prepared by: Charles W. Johnson, Management Analyst

Reviewed by: City Manager AH

63 AGENDA ITEM NO. 9.

TO: Mayor and City Council
FROM: Planning and Development Services Department
DATE: July 1, 2024
SUBJECT: Planning and Development Services – Approval – Final Acceptance for CIP 24-03 ADA Curb Return Ramps 2024 – T2.

ATTACHMENTS: 1. Vicinity Map

CONFLICT OF INTEREST
Councilmember Bessinger owns real property within 1,000 feet of the subject property and, pursuant to law, must abstain from participation and decision regarding this item.

Councilmembers should consider recusal if a campaign contribution exceeding $250 has been received from the project proponent (developer, applicant, agent, and/or participants) within the preceding 12 months (Government Code 84308).

RECOMMENDATION
For the City Council to accept the work performed as complete and authorize the recording of the notice of completion for this project.

EXECUTIVE SUMMARY
The project included reconstruction of concrete curb ramps, curbs, gutters, valley gutters, and sidewalks at various locations within the City boundary.

BACKGROUND
Bids were received on February 20, 2024, and the project was awarded by t he City Council to the lowest responsible bidder, Kroeker, Inc., on March 11, 2024. The project was completed in accordance with the construction documents and the contractor has submitted a request for acceptance of the project.

64 AGENDA ITEM NO. 10.

FISCAL IMPACT

1. Award $269,716.00

2. Cost increases/decreases resulting from differences -$9,549.60 between estimated quantities used for award and
actual quantities installed.

3. Contract Change Orders
___________
Final Contract Cost $260,166.40

The contract change order involved expansion of the scope of work at multiple locations needed to properly meet ADA requirements.

REASON FOR RECOMMENDATION
The Public Utilities Department, the City Engineer, the Engineering Inspector, and the Project Engineer agree that the work performed by the contractor is in accordance with the project plans and specifications and has been deemed acceptable. The contractor, Kroeker, Inc., has requested final acceptance from the City Council.

ACTIONS FOLLOWING APPROVAL

1. The Notice of Completion will be recorded; and

2. All retention funds will be released no later than 35 calendar days following recordation of the notice of completion, provided no liens have been filed. Retention funds may be released within 60 days after the date of completion, provided no liens have been filed, with “completion” defined as the earlier of either (a) beneficial use and occupancy and cessation of labor, or (b) acceptance by the City Council per Public Contract Code Section 7107(c)(2).

Prepared by: Rami Abunamous, Engineering Inspector

Reviewed by: City Manager JH

65 AGENDA ITEM NO. 10.

Attachment 1
66 AGENDA ITEM NO. 10.

TO: Mayor and City Council
FROM: Planning and Development Services
DATE: July 1, 2024
SUBJECT: Planning and Development Services – Approval – Final Acceptance for Tract 6245, located at the northeast corner of Ashlan and Locan Avenues (Wilson Premier Homes).

ATTACHMENTS: 1. Vicinity Map

CONFLICT OF INTEREST
Councilmember Mouanoutoua owns real property within 1,000 feet of the subject property.

RECOMMENDATION

1. Accept the public improvements for Tract 6245; and authorize recording of the Notice of Completion; and

2. Authorize release of the Performance Surety immediately and then release of the Labor and Materials Surety ninety (90) days after the recordation of the Notice of Completion, provided no liens have been filed; and release of Public Improvements Maintenance Surety upon the expiration of the one-year warranty period, and provided any defective work has been repaired to the City's satisfaction.

EXECUTIVE SUMMARY
The owner, Wilson Premier Homes, has requested final acceptance of the public improvements constructed or installed in conjunction with this tract. The public improvements include all those shown on the subdivision improvement plans approved by the City Engineer.

The construction or installation of the public improvements is complete. The owner has requested final acceptance. Staff is recommending approval of their request.

67 AGENDA ITEM NO. 11.

FISCAL IMPACT
The costs for periodic routine maintenance, as well as repairs needed as the improvements deteriorate with age and usage, will be incorporated into the annual maintenance budget of the Public Utilities Department as these costs are identified.

REASON FOR RECOMMENDATION
The Subdivision Map Act requires that once construction of the required improvements has been completed in compliance with all codes, plans, and specifications, and all other required documents have been completed and submitted, final acceptance is required and the appropriate sureties are released.

ACTIONS FOLLOWING APPROVAL
Record the Notice of Completion and release the Performance, Labor and Materials, and Maintenance Sureties as appropriate.

Prepared by: Ruben Amavizca, Engineer II

Reviewed by: City Manager AH

68 AGENDA ITEM NO. 11.
69 AGENDA ITEM NO. 11.

TO: Mayor and City Council
FROM: Public Utilities Department
DATE: July 1, 2024
SUBJECT: Public Utilities – Approval – Waive Formal Bidding Procedures and Authorize the City Manager to Execute a Contract with HF &H Consultants, LLC to Assist in the Preparation and Evaluation of a Request for Proposals for Recycling and Organic s Collection Services for the Base amount of $59,980.

ATTACHMENTS: 1. Consultant Service Agreement - HF&H

RECOMMENDATION
For the City Council to waive formal bidding procedures and authorize the City Manager to execute a contract with Hilton Farnkopf & Hobson, LLC (HF&H) to assist in the preparation and evaluation of a Request for Proposals for Recycling and Organics Collection Services for the base amount of $59,980.

EXECUTIVE SUMMARY
The current collection contract with Republic Services is set to expire in August 2025. Prior to this date, the City needs to issue a Request for Proposals (RFP) for single -family, multifamily, and commercial recycling and organics collection services and select a provider from the respondents. To give potential proposers adequate time to procure equipment , staff is recommending beginning the RFP process at this early stage with HF&H. Staff is recommending that City Council authorize the City Manager to execute a Consultant Services Agreement with HF&H Consultants, LLC. HF&H has provided consultant services for over 30 years and assisted City staff in 1997, 2005, and 2015 with procuring waste collection contracts. The base contract amount is $59,980 ; however, staff anticipates costs for additional contingencies with the consultant during and after contract service negotiations and award . Staff does not expect additional charges to exceed $20,000.

70 AGENDA ITEM NO. 12.

BACKGROUND
HF&H has broad industry knowledge, over 30 years of procurement experience with more than 400 jurisdictions (including the City of Clovis), and the management skills to complete the project on time. HF&H performed admirably for the City of Clovis when engaged for previous procurement projects and staff strongly encourages using HF&H to assist in procuring the next 10-year contract for recycling and organics collection services.

FISCAL IMPACT
Sufficient funds are included in the 2024-2025 Community Sanitation budget.

REASON FOR RECOMMENDATION
HF&H has previously provided superior consultant services for the procurement of solid waste collection services for the City. They successfully assisted staff in procuring collection contracts in 1997, 2005, and 2015. The use of an experienced consultant with broad knowledge of the solid waste industry would positively augment the decision -making process and streamline the selection of a service provider. HF&H has shown in their proposal and past performance a complete and comprehensive understanding of the City’s needs and that they are well-qualified to do this work.

ACTIONS FOLLOWING APPROVAL
The City Manager will execute a contract with H F&H Consultants , LLC to assist in the preparation and evaluation of a Request for P roposals (RFP) for recycling and organics waste collection services.

Prepared by: Glenn Eastes, Assistant Public Utilities Director

Reviewed by: City Manager AH

71 AGENDA ITEM NO. 12.

CITY OF CLOVIS

CONSULTANT SERVICE AGREEMENT
This Consultant Services Agreement ("Agreement") is entered into between the City of Clovis, a California general law city ("City") and HF&H Consultants, LLC ("Consultant") with respect to the following recitals, which are a substantive part of this Agreement. This Agreement shall be effective on _________________ ("Effective Date").

RECITALS
A. City desires to obtain recycling and organic procurement and consulting services ("Services") more fully described in Exhibit A, and, if applicable, as further set forth in the proposal from Consultant attached as Exhibit B, which are incorporated herein by reference.

B. Consultant is engaged in the business of furnishing the Services and hereby warrants and represents that Consultant is qualified, experienced, and capable of performing the Services, and possesses any required licenses, certifications, security/bonding, and/or training necessary to perform the Services.

C. City desires to retain Consultant, and Consultant desires to provide the City with the Services, on the terms and conditions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein, City and Consultant agree as follows:

AGREEMENT

1. Scope of Services. Consultant shall perform the Services described in the Recitals and detailed in Exhibits A & B. Changes in the scope of Services, including the work performed and/or deliverables produced, shall be made in writing and particularly describe the changes in Services, including payment/costs and schedule/term, as applicable.

2. Priority and Conflicts; Exclusions. If the terms and requirements of this Agreement and/or Exhibit A conflict with Exhibit B, this Agreement and Exhibit A shall control. No contractual terms and/or conditions found in Exhibit B shall purport to waive, disclaim, or limit Consultant’s liability, indemnification obligations, warranties, damages for breach or delay, or any security, bonding, or insurance requirements, and any such provisions shall have no force or effect with respect to this Agreement and the Services performed by Consultant.

3. Term of Agreement; Commencement of Services; Schedule. The term of this Agreement shall commence on ________________, and Consultant shall begin performing the Services on that date, unless otherwise instructed by City. This Agreement shall terminate on _________________, unless extended beyond that date by mutual consent of the Parties, for a period not exceeding 2 years. This Agreement may be terminated prior to the end of the term pursuant to Section 17 herein.

Consultant shall perform the Services according to the schedule set forth in Exhibits A and/or B, if applicable. If no schedule is set forth in Exhibits A and/or B, City and Consultant shall mutually agree on a schedule for performance of the Services and completion of any deliverables. The schedule shall be subject to modification based on the City’s operational needs. City will notify Consultant in advance of any modification to the schedule.

4. Payment for Services. City shall pay Consultant for the Services performed pursuant to this ATTACHMENT 1 72
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Agreement according to the rate(s) stated in Exhibit A or in Consultant’s Proposal, which is set forth in Exhibit B, as applicable. The total amount paid by City to Consultant shall not exceed Fifty-Nine Thousand Nine Hundred Eighty Dollars ($59,980.00).

The foregoing is inclusive of all labor, equipment, materials, costs and expenses, taxes, and overhead. City shall pay Consultant for Services satisfactorily performed pursuant to this Agreement. Consultant shall submit monthly invoices to City containing detailed billing information regarding the Services provided and unless otherwise specified in Exhibit A, City shall tender payment to Consultant within thirty (30) days after receipt of invoice.

5. Independent Contractor Status. Consultant and its subcontractors shall perform the Services as independent contractors and not as officers, employees, agents or volunteers of City. Consultant is engaged in an independently established trade, occupation, or business to perform the Services required by this Agreement and is hereby retained to perform work that is outside the usual course of City’s business.

Consultant is free from the control and direction of City in connection with the manner of performance of the work. Nothing contained in this Agreement shall be deemed to create any contractual relationship between City and Consultant's employees or subcontractors, nor shall anything contained in this Agreement be deemed to give any third party, including but not limited to Consultant's employees or subcontractors, any claim or right of action against City.

6. Consultant Representations; Standard of Care; Compliance with Law. Consultant represents that Consultant and any subcontractors utilized by Consultant are and will be qualified in the field for which Services are being provided under this Agreement and Consultant and any subcontractors are now, and will be throughout their performance of the Services under this Agreement, properly licensed, certified, secured/bonded, trained, and/or otherwise qualified and authorized to perform the Services required and contemplated by this Agreement, as may be required by law. Consultant and its subcontractors shall utilize the standard of care and skill customarily exercised by members of their profession, shall use reasonable diligence and best judgment while performing the Services, and shall comply with all applicable laws, regulations, and industry standards. Consultant shall comply with all Labor Code requirements for public works projects if applicable to Consultant’s work under this Agreement.

7. Identity of Subcontractors and Sub-Consultants. Consultant shall, before commencing any work under this Agreement, provide to City in writing: (a) the identity of all subcontractors and sub-consultants (collectively referred to as "subcontractors"), if any, Consultant intends to utilize in Consultant's performance of this Agreement; and (b) a detailed description of the full scope of work to be provided by such subcontractors. Consultant shall only employ subcontractors pre-approved by City and in no event shall Consultant replace an approved subcontractor without the advance written permission of City, with the understanding that City's permission will not be unreasonably withheld. Notwithstanding any other provisions in this Agreement, Consultant shall be liable to City for the performance of Consultant's subcontractors.

8. Subcontractor Provisions. Consultant shall include in its written agreements with its subcontractors, if any, provisions which: (a) impose upon the subcontractors the obligation to provide to City the same insurance and indemnity obligations that Consultant owes to City; (b) make clear that City intends to rely upon the reports, opinions, conclusions and other work product prepared and performed by subcontractors for Consultant; and (c) entitle City to impose upon subcontractors the assignment rights found elsewhere in this Agreement.

9. Power to Act on Behalf of City. Consultant is not acting as an agent of City and shall not have any right, power, or authority to create any obligation, express or implied, or make representations on behalf of City except as may be expressly authorized in advance in writing from time to time by City and then only to 73 AGENDA ITEM NO. 12.

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the extent of such authorization.

10. Record Keeping; Reports. Consultant shall keep complete records showing the type of Services performed. Consultant shall be responsible and shall require its subcontractors to keep similar records. City shall be given reasonable access to the records of Consultant and its subcontractors for inspection and audit purposes. Consultant shall provide City with a working draft of all reports upon reasonable request by City and of all final reports prepared by Consultant under this Agreement.

11. Ownership and Inspection of Documents. All data, tests, reports, analyses, documents, records, conclusions, opinions, recommendations and other work product generated by or produced for Consultant or its subcontractors in connection with the Services, regardless of the medium, including physical drawings and materials recorded on computer discs or other electronic devices ("Work Product"), shall be and remain the property of City. City shall have the right to use, copy, modify, and reuse the Work Product as it sees fit.

Upon City's request, Consultant shall make available for inspection and copying all such Work Product and all Work product shall be turned over to City promptly at City's request or upon termination of this Agreement, whichever occurs first. Consultant shall not release any Work Product to third parties without prior written approval of City. This obligation shall survive termination of this Agreement and shall survive for four (4) years from the date of expiration or termination of this Agreement.

12. Confidentiality. All Work Product prepared and performed by and on behalf of Consultant in connection with the Services performed pursuant to this Agreement shall be kept confidential and shall be disclosed only to City, unless otherwise provided by law or expressly authorized by City. Consultant shall not disclose or permit the disclosure of any confidential information acquired during performance of the Services, except to its agents, employees and subcontractors who need such confidential information in order to properly perform their duties relative to this Agreement. Consultant shall also require its subcontractors to be bound to these confidentiality provisions.

13. City Name and Logo. Consultant shall not use City's name or insignia, photographs relating to the City projects or work for which Consultant's services are rendered, or any publicity pertaining to the Consultant's Services under this Agreement in any magazine, trade paper, newspaper, television or radio production, internet website, social media, or other similar medium without the prior written consent of City.

14. Conflicts of Interest. Consultant warrants that neither Consultant nor any of its employees have an improper interest, present or contemplated, in the Services which would affect Consultant’s or its employees’ performance of the Services and the Work Product produced. Consultant further warrants that neither Consultant nor any of its employees have real property, business interests or income that will be affected by the Services. Consultant covenants that no person having any such interest, whether an employee or subcontractor shall perform the Services under this Agreement. During the performance of the Services, Consultant shall not employ or retain the services of any person who is employed by the City or a member of any City Board or Commission.

15. Non-liability of Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successors in interest, in the event of a default or breach by City for any amount which may become due Consultant or its successor, or for any breach of any obligation under the terms of this Agreement.

16. City Right to Employ Other Consultants. Unless Exhibit A specifically provides that the Services City seeks pursuant to this Agreement are exclusive to Consultant, this Agreement and performance of the Services are non-exclusive and City reserves the right to employ other consultants in connection with the Services while this Agreement is in effect.
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17. Termination of Agreement. This Agreement shall terminate as provided in Section 3, unless terminated earlier pursuant to the following:

a. Termination by City: For Convenience. City may at its discretion terminate this Agreement for convenience and without cause upon fourteen (14) days prior written notice to Consultant. Upon receipt of a termination notice pursuant to this subsection, Consultant shall promptly discontinue all Services affected, unless the notice directs otherwise.

b. Termination by City or Consultant: For Cause. Either party may terminate this Agreement upon ten (10) days prior written notice to the other party of a material breach, and a failure within that time period to cure or commence reasonable steps to cure the breach.

c. Compensation to Consultant Upon Termination. Consultant shall be paid compensation for Services satisfactorily performed prior to notice of termination. As to any phase partially performed but for which the applicable portion of Consultant's compensation has not become due, Consultant shall be paid the reasonable value of its Services provided. However, in no event shall such payment when added to any other payment due under the applicable part of the work exceed the total compensation of such part as specified Section 4. In the event of termination due to Consultant’s failure to perform in accordance with the terms of this Agreement through no fault of City, City may withhold an amount that would otherwise be payable as an offset to City's damages caused by such failure.

d. Effect of Termination. Upon termination of this Agreement, Consultant shall: (i) promptly discontinue all Services affected, unless the notice of termination directs otherwise; and (ii) deliver or otherwise make available to the City, without additional compensation, all Work Product and/or deliverables accumulated by the Consultant in performing this Agreement, whether completed or in process. Consultant may not refuse to provide such Work Product for any reason whatsoever.

18. Insurance. Consultant shall satisfy the insurance requirements set forth in Exhibit C.

19. Indemnity and Defense. Consultant hereby agrees to indemnify, defend and hold the City, its officials, officers, employees, agents, and volunteers harmless from and against all claims, demands, causes of action, actions, damages, losses, expenses, and other liabilities, (including without limitation reasonable attorney fees and costs of litigation) of every nature arising out of or in connection with the alleged or actual acts, errors, omissions or negligence of Consultant or its subcontractors relating to the performance of Services described herein to the fullest extent permitted by law, unless the injuries or damages are the result of City's sole negligence or willful misconduct, subject to any limitations imposed by law. Consultant and City agree that said indemnity and defense obligations shall survive the expiration or termination of this Agreement for any items specified herein that arose or occurred during the term of this Agreement.

20. Taxes. Consultant agrees to pay all taxes, licenses, and fees levied or assessed by any governmental agency on Consultant incident to the performance of Services under this Agreement, and unemployment and workers’ compensation insurance, social security, or any other taxes upon the wages of Consultant, its employees, agents, and representatives. Consultant agrees to obtain and renew an annual business tax certificate from City and pay the applicable annual business registration tax to City during the term of this Agreement.

21. Assignment. Neither this Agreement nor any duties or obligations hereunder shall be assignable by Consultant without the prior written consent of City. In the event of an assignment to which City has consented, the assignee shall agree in writing to personally assume and perform the covenants, obligations, and agreements herein contained. In addition, Consultant shall not assign the payment of any monies due 75 AGENDA ITEM NO. 12.

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Consultant from City under the terms of this Agreement to any other individual, corporation or entity. City retains the right to pay any and all monies due Consultant directly to Consultant.

22. Form and Service of Notices. Any and all notices or other communications required or permitted by this Agreement or by law to be delivered to, served upon, or given to either party to this Agreement by the other party shall be in writing and shall be deemed properly delivered, served or given by one of the following methods:
a. Personally delivered to the party to whom it is directed. Service shall be deemed the date of delivery.
b. Delivered by e-mail to a known address of the party to whom it is directed provided the e- mail is accompanied by an acknowledgment of receipt by the other party. Service shall be deemed the date of acknowledgement.
c. Delivery by a reliable overnight delivery service, ex., Federal Express, receipted, addressed to the addressees set forth below the signatories to this Agreement. Service shall be deemed the date of delivery.
d. Delivery by deposit in the United States mail, first class, postage prepaid. Service shall be deemed delivered ninety-six (96) hours after deposit.

23. Entire Agreement. This Agreement, including the Exhibits and any other attachments, represents the entire Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral with respect to the subject matter herein. This Agreement may be amended only by written instrument signed by both City and Consultant.

24. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

25. Authority. The signatories to this Agreement warrant and represent that they have the legal right, power, and authority to execute this Agreement and bind their respective entities. Evidence of Consultant’s authority is attached as Exhibit D.

26. Severability. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement will remain in full force and effect and will be interpreted as though such invalid or illegal provision were not a part of this Agreement. The remaining provisions will be construed to preserve the intent and purpose of this Agreement and the parties will negotiate in good faith to modify any invalidated provisions to preserve each party’s anticipated benefits.

27. Applicable Law and Interpretation and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. The language of all parts of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against either party. This Agreement is entered into by City and Consultant in the County of Fresno, California. Consultant shall perform the Services required under this Agreement in the County of Fresno, California. Thus, in the event of litigation, venue shall only lie with the appropriate state or federal court in Fresno County.

28. Amendments and Waiver. This Agreement shall not be modified or amended in any way, and no provision shall be waived, except in writing signed by the parties hereto. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. Failure of either 76 AGENDA ITEM NO. 12.

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party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.

29. Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights upon any party not a signatory to this Agreement.

30. Execution in Counterparts. This Agreement may be executed in counterparts such that the signatures may appear on separate signature pages. A copy or an original, with all signatures appended together, shall be deemed a fully executed Agreement.

31. Alternative Dispute Resolution. If a dispute arises out of or relating to this Agreement, or the alleged breach thereof, and if said dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by non-binding mediation before resorting to litigation. The mediator shall be mutually selected by the parties, but in case of disagreement, the mediator shall be selected by lot from among two nominations provided by each party. All costs and fees required by the mediator shall be split equally by the parties, otherwise each party shall bear its own costs of mediation. If mediation fails to resolve the dispute within thirty (30) days, either party may pursue litigation to resolve the dispute.

Demand for mediation shall be in writing and delivered to the other party to this Agreement.

A demand for mediation shall be made within reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such a claim, dispute or other matter in question would be barred by California statues of limitations.

32. Non-Discrimination. Consultant shall not discriminate on the basis of any protected class under federal or State law in the provision of the Services or with respect to any Consultant employees or applicants for employment. Consultant shall ensure that any subcontractors are bound to this provision. A protected class, includes, but is not necessarily limited to race, color, national origin, ancestry, religion, age, sex, sexual orientation, marital status, and disability.

33. Performance Requirements. Notwithstanding, and in addition to the provisions of, Section 17 of this Agreement, if the Services performed hereunder are not in conformity with the requirements of this Agreement and other pertinent documents, City shall have the right to require Consultant to correct the work in conformity with the requirements of this Agreement at no additional increase in the payment to Consultant. Consultant shall promptly correct the work rejected by City for failing to conform to the requirements of the Agreement. Remedy for non-compliance or non-performance shall commence within 24 hours of notice. City shall also have the right to require Consultant to take all necessary steps to ensure future performance of the Services in conformity with the requirements of this Agreement. In the event Consultant fails to correct the work or fails to take necessary steps to ensure future performance of the Services in conformity with the requirements of this Agreement, City shall have the right to immediately terminate this Agreement for default.

34. Licensing. Consultant shall maintain the following license throughout the performance of this Agreement: Profession Engineer. Consultant shall also obtain and maintain a City of Clovis Business Tax Certificate prior to commencing performance of the Services. [Signature Page Follows]
Now, therefore, the City and Consultant have executed this Agreement on the date(s) set forth below. 77 AGENDA ITEM NO. 12.

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CONSULTANT CITY OF CLOVIS
By: __________________________ By: ______________________________ Rob Hilton, President John Holt, City Manager
Date: __________________ Date: ______________________
Party Identification and Contact Information:

Consultant City of Clovis
HF&H Consultants, LLC Public Utilities Department
Attn: Philip Mainolfi Attn: Glenn Eastes
President Assistant Public Utilities Director
590 Ygancio Valley Road, Suite 105 155 N. Sunnyside Ave.

Walnut Creek, CA 94596 Clovis, CA 93611
[email protected] [email protected]
(949) 504-5150 (559) 324-2684
ATTEST
_______________________________
Briana Parra, City Clerk

APPROVED AS TO FORM
_______________________________
Scott G. Cross, City Attorney
file:///J:\WDOCS\00601\037\AGT\00661286.DOC
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EXHIBIT A

DESCRIPTION OF SERVICES

SCOPE OF SERVICES
The work involve s the development of an RFP pa ckage and to provide technical support through th e evaluation process for the Organic Waste and Recycling Materials Collection and Processing.

SCHEDULE
If not otherwise specifically set forth in the Scope of Services or Proposal, the services shall occur pursuant to an agreed upon schedule, which is subject to modification based on the City’s operational needs. City will notify Consultant in advance of any modification to the schedule.

COMPENSATION AND RATES
Total compensation, including expense reimbursement, shall not exceed $59,980.00 per Exhibit B.

CONTRACT TOTAL: $59,980.00
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EXHIBIT B

CONSULTANT PROPOSAL
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EXHIBIT C

INSURANCE REQUIREMENTS
Prior to commencement of the Services, Consultant shall take out and maintain at its own expense the insurance coverage required by this Exhibit C. Consultant shall cause any subcontractor with whom Consultant contracts for the performance of Services pursuant to this Agreement to take out and maintain equivalent insurance coverage. Said insurance shall be maintained at all times during Consultant’s performance of Services under this Agreement, and for any additional period specified herein. All insurance shall be placed with insurance companies that are licensed and admitted to conduct business in the State of California and are rated at a minimum with an "A:VII" by A.M. Best Company, unless otherwise acceptable to the City.
a. Minimum Limits of Insurance. Consultant shall maintain the following types of insurance with limits no less than specified:
(i) Professional Liability Insurance (Errors and Omissions) in an amount not less than $2,000,000.00 per occurrence or claim and $2,000,000 in the aggregate. Said insurance shall be maintained for an additional period of five years following the earlier of completion of Consultant’s Services under this Agreement or termination of this Agreement.
(ii) General Liability Insurance (including operations, products and completed operations coverages) in an amount not less than $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (iii) Worker's Compensation Insurance as required by the State of California. (iv) Automobile Liability Insurance in an amount not less than $1,000,000 per accident for bodily injury and property damage.
(v) Umbrella or Excess Liability. 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.

If Consultant maintains higher limits than the minimums shown above, the City shall be entitled to coverage at the higher limits maintained.
b. Other Insurance Provisions. The general liability policy is to contain, or be endorsed to contain, the following provisions:
(i) The City, its officers, officials, employees, agents, and volunteers are to be covered as insured's with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant; and with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions used).
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(ii) For any claims related to the Services performed pursuant to this Agreement, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
(iii) Each insurance policy required by this section shall be endorsed to state that the City shall receive written notice at least thirty (30) days prior to the cancellation, non-renewal, or material modification of the coverages required herein.
(iv) Consultant grants to the City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(v) Any deductibles or self-insured retentions must be declared to and approved by the City of Clovis Risk Services. The City may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
c. Evidence of Coverage. Consultant shall deliver to City written evidence of the above insurance coverages, including the required endorsements prior to commencing Services under this Agreement; and the production of such written evidence shall be an express condition precedent, notwithstanding anything to the contrary in this Agreement, to Consultant's right to be paid any compensation under this Agreement. City's failure, at any time, to object to Consultant's failure to provide the specified insurance or written evidence thereof (either as to the type or amount of such insurance), shall not be deemed a waiver of City's right to insist upon such insurance later. d. Maintenance of Insurance. If Consultant fails to furnish and maintain the insurance required by this section, City may (but is not required to) purchase such insurance on behalf of Consultant, and the Consultant shall pay the cost thereof to City upon demand, and City shall furnish Consultant with any information needed to obtain such insurance. Moreover, at its discretion, City may pay for such insurance with funds otherwise due Consultant under this Agreement. e. Subcontractors. If the Consultant should subcontract all or any portion of the work to be performed in this Agreement, the Consultant shall cover the subcontractor, and/or require each subcontractor to adhere to all the requirements contained herein. Similarly, any cancellation, lapse, reduction or change of subcontractor’s insurance shall have the same impact as described above. f. Special Risks or Circumstances. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
g. Indemnity and Defense. Except as otherwise expressly provided, the insurance requirements in this section shall not in any way limit, in either scope or amount, the indemnity and defense obligations separately owed by Consultant to City under this Agreement. 89 AGENDA ITEM NO. 12.

Prepared Oct. 2020; reviewed Aug. 2021 12

EXHIBIT D

SIGNING AUTHORITY
90 AGENDA ITEM NO. 12.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Consider Approval - City of Clovis Youth Commission Bylaws.

Staff: Chad McCollum, Econ. Development, Housing and Comm.

Director / Noor Riar, Co-Chair / Eli Pugliese, Co-Chair Recommendation: Approve

ATTACHMENTS: 1. City of Clovis Youth Commission Bylaws

RECOMMENDATION
For the City Council to approve the City of Clovis Youth Commission Bylaws, by which, future Youth Commissions will be organized and operated.

EXECUTIVE SUMMARY
The inaugural City of Clovis Youth Commission has drafted and approved recommended bylaws for future City of Clovis Youth Commissions. These bylaws outline eligibility, goals, and responsibilities.

BACKGROUND
The City of Clovis Youth Commission was established by the Clovis City Council by unanimous decision in October of 2023 for the purpose of engaging youth voices in the City of Clovis. The Commission was formed by the Clovis City Council to promote civic engagement among the youth of Clovis and to foster a sense of ownership and responsibility in shaping the City’s future.

Youth Commissioners met monthly from January – May 2024 learning about aspects of City of Clovis government and operations. This experience and knowledge was used to create a document which outlines how future classes of the City of Clovis Youth Commission will be operated.
91 AGENDA ITEM NO. 13.

The bylaws were completed and unanimously approved by the Clovis Youth Commissioners on May 8, 2024.

FISCAL IMPACT
There are funds set in the 2024 -2025 budget to cover items associated with the Youth Commission.

REASON FOR RECOMMENDATION
Staff has worked closely with the Youth Commissioners to ensure the bylaws document provides direction and parameters for future Commissioners, while remaining flexible enough to allow adjustments as needed.

ACTIONS FOLLOWING APPROVAL
Once approved, City of Clovis Youth Commissi on Bylaws will be used by staff and future Commissioners to recruit members, organize and run meetings, and execute the goals of the Clovis City Council.

Prepared by: Chad McCollum, Economic Development, Housing & Communications Director

Reviewed by: City Manager JH
92 AGENDA ITEM NO. 13.

Attachment 193
AGENDA ITEM NO. 13.

Clovis Youth Commission BylawsVoted on unanimously and approved by the City of Clovis Youth Commission on May 8, 2024Establishment: The City of Clovis Youth Commission was established by the Clovis City Council by unanimous decision in October of 2023 for the purpose of engaging youth voices in the City of Clovis. The City Council desires to promote civic engagement among the youth of Clovis and to foster a sense of ownership and responsibility in shaping the City’s future.Duties and Responsibilities:The City of Clovis Youth Commissioners will hold office October – April each year, with Commissioners being selected in the summer and fall leading into the new school year. The City of Clovis Youth Commission will be responsible for the following: Meeting monthly to set and accomplish goals outlined by the Youth Commission,Clovis City Council, and staff.Represent Clovis Youth at designated city events and activities.Plan and execute a project benefiting the youth of City of Clovis.Present to Clovis City Council annually.Membership: To be eligible to apply for a seat on the Clovis Youth Commission, applicants must:Reside within the City of Clovis.Be in their Sophomore, Junior, or Senior yearoCommissioners can serve up to 3 years.Apply, interview and be selected by a panel consisting of City staff and YouthCommissioners.The City of Clovis Youth Commission will consist of up to 21 members.Application Process, terms: Applications will be accepted throughout the summer and close on a datedetermined by staff.Two step interview process, with a panel consisting of staff and Commissionersgoing into their Senior Year.Council approval will be required.A vacancy left by a Commissioner unable to fulfill their duties will be left open untilthe following year.A Commissioner who misses more than half of the monthly meetings and activitiesby December will be asked to forfeit their office.A leave of absence can be requested to staff due to circumstances outside thecontrol of the Commissioner. Staff will make the final determination. 94 AGENDA ITEM NO. 13.

Leadership Roles:At the beginning of each school year, Co-Chairs will be selected to lead the Commission. Sophomores and Juniors will be eligible for nomination and all Commissioners will vote.MeetingsCommission meetings are subject to the Brown Act. Commission will meet once a month, date and time to be determined by staff. Annual ProjectCity of Clovis Youth Commission will select, plan, and carry out a project benefiting the Youth of the City of Clovis. Projects may be assigned by Youth Commission, City Council, or Staff. A project will have a significant impact on services, facilities, or programs benefiting Clovis Youth. Annual Report to the City Council:Representatives from the Youth Commission will present to the Clovis City Council annually. 95 AGENDA ITEM NO. 13.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Consider – Update and Recommendations from the Historic Preservation Committee.

Staff: John Holt, City Manager
Recommendation: Consider Update and Provide Direction

ATTACHMENTS: 1. March 6, 2023, staff report to Council on HPC

2. Draft Ordinance of the City Council of the City of Clovis adding Chapter

9.81 of Title 9 of the Clovis Municipal Code Creating a Historic Preservation Committee

RECOMMENDATION
For the City Council to consider an update on the Historic Preservation Committee (HPC) and provide policy direction going forward.

EXECUTIVE SUMMARY
The origin of the creation of a City of Clovis Historic Preservation Committee began with a May 16, 2022, letter from Sayre Miller, representing the Clovis -Big Dry Creek Historic Society requesting the City Council create a Historic Preservation Committee. The letter indicated that the Clovis-Big Dry Creek Historic Society created a committee approximately three years prior to advocate for the preservation of the Carnegie Library building in Old Town Clovis ( 325 Pollasky Ave, Clovis, CA 93612 ). The Carnegie Library is owned by the Clovis Chamber of Commerce and the City of Clovis has limited to no control over how that building is used. The issue was before council on three different occasions in 2022. On February 13, 2023, the Clovis City Council directed staff to seek the nominations from City Council for appointment to the Clovis Historic Preservation Committee.

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Motion from February 13, 2023 – “Motion for each Councilmember to appoint 1-2 members who live, work, own property, or can articulate their Historic ties to Clovis to the ad hoc committee by the February 21, 2023, Council Meeting. Motion for approval by Councilmember Bessinger, seconded by Councilmember Mouanoutoua. Motion carried by unanimous vote.”

Appointed:

- Mayor Ashbeck - Sayre Miller / Adam Holt

- Mayor Pro Tem Mouanoutoua - John Wright / Tom Wright

- Councilmember Basgall - Desiree Haus / Rachael Orlando

- Councilmember Bessinger - Ron Silva / Greg Newman (Mr. Silva dropped out for personal reasons before the first meeting)

- Councilmember Pearce - Cora Shipley / Mark Wall

The Committee was charged with:

a. Identifying criteria they would use to assess historic resources in the City of Clovis.

b. Assessing historic resources in the City of Clovis – this would consist of surveying historic resources within the city limits of the City of Clovis. The historic survey would not designate a property as historic. Instead, the survey would identify properties that could be a historic resource.

c. Provide recommendations to the City Council on the preservation of those identified resources.

The Committee is now prepared to report back to City Council.

BACKGROUND
The origin of the creation of a Historic Preservation Committee began with a May 16, 2022, letter from Sayre Miller, representing the Clovis -Big Dry Creek Historic Society requesting the City Council create a Historic Preservation Committee. The letter ind icated that the Clovis-Big Dry Creek Historic Society created a committee approximately three years prior to advocate for the preservation of the Carnegie Library building in Old Town Clovis. The Carnegie Library is owned by the Clovis Chamber of Commerce and the City of Clovis has limited control over how that building is used.

On May 2, 2022, the City Council received an update on 325 Pollasky Avenue, Clovis Chamber of Commerce building. On May 16, 2022, the Clovis-Big Dry Creek Historic Society submit ted a letter to the City Manager requesting that the City form a Historic Preservation Commission.

From the May 2, 2022, meeting, it was the consensus of the Council to pursue the formation of a Historic Preservation Committee to assist the effort in updating and preserving the building.

97 AGENDA ITEM NO. 14.

On June 6, 2022, the City Council considered the request from Clovis -Big Dry Creek Historic Society for the Council to create a Historic Preservation Commission. From the June 6, 2022, meeting Council directed staff to es tablish the Advisory Board as described in the Clovis Municipal Code 9.120.020 - Historic Preservation Board. A City review board designated to promote the cultural, economic, educational, and general welfare of the City through the preservation and protec tion of buildings, sites, structures, areas, and districts of historic significance and interest.

On September 12, 2022, staff presented a two options for Council to consider: Option A - Establish a temporary committee that would assess historic resources in the City of Clovis and provide recommendations to City Council on the protection of those identified resources; or Option B - Consider Introduction – Ord. 22-___, an Ordinance of the City Council of the City of Clovis adding Ch apter 9.81 of Title 9 of the Clovis Municipal Code creating a Historic Preservation Board.

City Council chose Option A with the following motion: to establish an ad hoc committee that would assess historic resources in the City of Clovis and provide rec ommendations to the City Council on the protection of those identified resources. Over the past year staff has met with the HPC monthly and is now reporting back to council.

Committee approved the following recommendations to City Council:

a. Final criteria to be used to assess properties in Clovis with the goal of promoting and preserving historic resources:

i. Age (75 years plus).
ii. An event that made a significant contribution to the broad patterns of local, regional history, or the cultural heritage of Clovis.
iii. Is associated with the lives of persons important to local, California, or national history.
iv. Embodies the distinctive characteristics of a type, period, region or method of construction or represents the work of a master or possesses high artistic values. v. Is associated with information, items, artifacts or is important to the prehistory or history of the City of Clovis, California, or the nation. vi. Is the resource within the Central Clovis Specific Plan (CCSP) area.

b. Designate the original one (1) square mile of Clovis as a historic district to prevent unregulated and insensitive change (Barstow to the South, Minnewawa to the east, Sierra to the north, and Sunnyside to the east) See image below.

c. Direct staff to bring back before City Council for r econsideration the 2022 Draft Ordinance of the City Council of the City of Clovis adding Chapter 9.81 of Title 9 of the Clovis Municipal Code Creating a Historic Preservation Committee (Attachment 2).

d. As part of the General Plan Update, create a specific stand-alone element addressing historic resources with goals, policies, and actions.

98 AGENDA ITEM NO. 14.

One Square Mile - Source: Central Clovis Specific Plan

FISCAL IMPACT
Depending on the final recommendation of the council, there will likely be a cost incurred to implement. There is currently no money budgeted to support the implementation and enforcement of supporting a Historic Preservation Committee and associated actions necessary to identify and preserve historic resources as well as enforcing the ordinance s hould council approve.

99 AGENDA ITEM NO. 14.

REASON FOR RECOMMENDATION
City Council directed the creation of a Historic Preservation Committee to:

a. Identifying criteria they would use to assess historic resources in the City of Clovis.

b. Assessing historic resources in the Ci ty of Clovis – this would consist of surveying historic resources within the city limits of the City of Clovis. The historic survey would not designate a property as historic. Instead, the survey would identify properties that could be a historic resource.

c. Provide recommendations to the City Council on the preservation of those identified resources.

The Committee is now prepared to report out.

ACTIONS FOLLOWING APPROVAL
Staff will implement Council direction.

Prepared by: John Holt, City Manager

Reviewed by: City Manager JH
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AGENDA ITEM NO. 14.

TO: Mayor and City Council
FROM: Administration
DATE: March 6, 2023
SUBJECT: Consider Approval – Appointments to the City of Clovis Historic Preservation Committee.

Staff: John Holt, City Manager
Recommendation: Approve
ATTACHMENTS: 1. September 12, 202 2, staff report regarding Historic Preservation Committee

RECOMMENDATION
Staff is recommending the City Council approve the appointments to the Clovis Historic Preservation Committee.

EXECUTIVE SUMMARY
On February 13, 2023, the Clovis City Council directed staff to seek the nominations from City Council for appointment to the Clovis Historic Preservation Committee. Staff has received nominations from City Council.

Motion from February 13, 2023 – “Motion for each Councilmember to appoint 1-2 members who live, work, own property, or can articulate their historical ties to Clovis to the ad hoc committee by the February 21, 2023, Council Meeting. Motion for approval by Counci lmember Bessinger, seconded by Councilmember Mouanoutoua. Motion carried by unanimous vote.” Nominated for appointment:
- Mayor Ashbeck - Sayre Miller / Adam Holt
- Mayor Pro Tem Mouanoutoua - John Wright / Tom Wright
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ATTACHMENT 1 101
AGENDA ITEM NO. 14.
- Councilmember Basgall - Desiree Haus / Rachael Orlando

- Councilmember Bessinger - Ron Silva / Greg Newman

- Councilmember Pearce - Cora Shipley / Mark Wall

Actions required and charge of the committee based on prior council action:

1. Have City Council appoint 1 – 2 members each.

2. Committee Members must live, work, own property, or can articulate their historical ties to Clovis to the ad hoc committee.

3. This is an ad hoc committee that will meet until the objectives are achieved.

4. The Committee will be subject to the Brown Act.

5. The Committee will be charged with:

a. Identifying criteria they would use to assess historic resources in the City of Clovis.

c. Provide recommendations to the City Council on the preservation of those identified resources.

6. The Committee would report back to City Council on items included in number 5 above.

Staff is recommending the Committee meet on a monthly basis until they are prepared to report back to City Council.

BACKGROUND
The origin of the creation of a Historic Preservation Committee began with a May 16, 2022, letter from Sayre Miller, representing the Clovis -Big Dry Creek Historical Society requesting the City Council create a Historic Preservation Committee. The letter indicates that the Clovis-Big Dry Creek Historical Society created a committee approximately three years ago to advocate for the preservation of the Carnegie Library building in Old Town Clovis. The Carnegie Library is owned by the Clovis Chamber of Commerce and the City of Clovis has limited control over how that building is used.

Attachment 1 includes all background material. On May 2, 2022, the City Council received an update on 325 Pollasky Avenue, Clovis Chamber of Commerce building. On May 16, 2022, the Clovis-Big Dry Creek Historical Society submitted a letter to the City Manager requesting that 986
AGENDA ITEM NO. 19.
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AGENDA ITEM NO. 14.
the City form a Historical Preservation Commission. From the May 2, 2022, meeting, it was the consensus of the Council to pursue the formation of a historical preservation committee to assist the effort in updating and preserving the building.

On June 6, 2022, the City Council considered the request from Clovis-Big Dry Creek Historical Society for the Council to create a Historical Preservation Commission. From the June 6, 2022, meeting Council directed staff to establish the Advisory Board as described in the Clovis Municipal Code 9.120.020 - Historic Preservation Board. A City review board designated to promote the cultural, economic, educational, and general w elfare of the City through the preservation and protection of buildings, sites, structures, areas, and districts of historic significance and interest.

On September 12, 2022, staff presented a two options for Council to consider: Option A - Establish a temporary committee that would assess historic resources in the City of Clovis and provide recommendations to City Council on the protection of those identified resources; or Option B - Consider Introduction – Ord. 22-___, an Ordinance of the City Council of the City of Clovis adding Chapter 9.81 of Title 9 of the Clovis Municipal Code creating a Historic Preservation Board.

City Council chose Option A with the following motion: to establish an ad hoc committee that would assess historic resources in the C ity of Clovis and provide recommendations to the City Council on the protection of those identified resources. Membership of the committee will consist of ten (10) members and each member shall be appointed by the City Council following a recommendation by the Mayor and members must be a resident of the City of Clovis.

In October 2022 City Council provided additional direction to table the creation of the Committee until after the November 8, 2022, election. Staff is now returning to City Council to confirm the actions taken on September 12, 2022.

On February 13, 2023, staff returned to council seeking direction on path forward.

FISCAL IMPACT
There is currently no funding to support the establishment of a Historic Preservation Committee.

Staff time to support would likely be limited but it would have an impact on workload.

REASON FOR RECOMMENDATION
Staff is now returning to the City Council to approve the appointments to the Clovis Historic Preservation Committee.

ACTIONS FOLLOWING APPROVAL
Staff will implement Council direction.

Prepared by: John Holt, City Manager

Reviewed by: City Manager JH
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1 SUMMARY OF DRAFT ORDINANCE

1. The Historic Preservation Board (“Board”) will consist of five (5) members.

2. Each member shall be:
a. Appointed by the City Council, following recommendation by the Mayor; and
b. A resident of the City; and
c. Appointed to a four (4) year term. For the initial appointment, three (3) members will be appointed for a four -year term and the remaining two (2) members will be appointed to a two-year term.

3. The Council and Mayor may consider appointing members from, but not limited to, such professions, disciplines, and interests as: licensed architects and structural engineers; urban planners and landscape architects; attorneys and real estate experts; members of community groups and residents within historic districts, occupants of historic landmarks, and owners of historic sites.

4. The Board will meet at least once per month.

5. The Board will be an advisory body to the Planning Commi ssion and City Council.

6. “Historic District” means the original one square mile of the City of Clovis, bounded by Barstow Avenue to the south, Sunnyside Avenue to the east, Sierra Avenue to the north, and Minnewawa Avenue to the west.

7. “Historic Landmark” m eans any non -residential improvement in the Historic District.

8. The Board would:
a. Develop and recommend an initial list of historic landmarks and historic sites within the Historic District for the Planning Commission and City Council to consider.
b. Establish criteria for, conduct and keep current a register of historic resources within the boundaries of the City subject to approval by the City Council.
c. Recommend to the Planning Commission and City Council guidelines for the designation of historic landmarks and historic sites.

Attachment 2 131
AGENDA ITEM NO. 14.

2 9. Historic landmarks and historic sites will be established in the following manner:
a. The Board may request the designation of an improvement as a historic landmark or the designation of a historic site or historic district, on its own accord, or based on testimony by members of the public. b. The Board will conduct a study of the proposed designation and make a recommendation to the Planning Commission.
c. The Planning Commission will conduct a hearing to consider and make a recommendation of City Council.
d. The City Counci l will consider the Planning Commission request and approve by resolution or deny. If approved, it will be added to the register of historic designations.
e. Annually, the Historic Preservation Board shall r eview the register of historic designations and present it to the Council, along with any recommended changes.

10. Before altering the exterior of, or demolishing, a historic landmark or historic site, the property owner must first obtain approval as follows:
a. For work that would not normally require a permit (i.e., exterior building paint color), the Director of Planning and Development Services shall approve an application if it complies with the Central Clovis Design Standards.
b. If a building permit is requir ed and seeks to make minor alterations or repairs, the Director of Planning and Development Services shall approve if it complies with the Central Clovis Design Standards. c. If an application is to tear down, demolish, construct, alter, remove, or relocate a historic landmark, the Planning Commission will hold a noticed public hearing and approve or disapprove the application. Such decision is appealable to the Council.
d. City approval is not required for ordinary maintenance and repairs.

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3 ORDINANCE 22-__

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CLOVIS ADDING CHAPTER 9.81 OF TITLE 9 OF THE CLOVIS MUNICIPAL CODE CREATING A

HISTORIC PRESERVATION BOARD
The City Council of the City of Clovis does ordain as follows:

Section 1. Chapter 9.81 of Title 9 of the Clovis Municipal Code is hereby added to read as follows:

Chapter 9.81

HISTORIC PRESERVATION BOARD
Sections:

9.81.01 Purpose and Findings.

9.81.02 Definitions.

9.81.03 Creation of Historic Preservation Board.

9.81.04 Powers and Duties of Historic Preservation Board.

9.81.05 Historic Designation Criteria.

9.81.06 Historic Designation Procedures.

9.81.07 Permit Required.

9.81.08 Permit Approval Procedure.

9.81.09 Permit Approval Criteria.

9.81.10 Appeals.

9.81.11 Ordinary Maintenance and Repair.

9.81.12 Unsafe or Dangerous Conditions.

9.81.13 Duty to Keep in Good Repair.

9.81.14 Showing of Hardship.

9.81.15 No Retroactive Application.

9.81.16 Failure to Act

9.81.01 Purpose and Findings.

The purpose of this Chapter is to promote the cultural, economic, educational, and general welfare of the City through the preservation and protection of buildings, sites, structures, areas, and districts of historic significance and interest.

9.81.02 Definitions.

A. "Alteration" means any exterior change or modification, of any historic resource including, but not limited to, exterior changes to or modifications of structure, architectural details , or visual characteristics such as paint color and surface texture, grading, surface paving, new structures, cutting or removal of trees and other natural features, disturbance of archaeological sites or areas, and the 133
AGENDA ITEM NO. 14.

4 placement or removal of any exterior objects such as signs, plaques, light fixtures, street furniture, walls, fences, steps, paintings and landscape accessories affecting the exterior visual qualities of the property.

B. "Historic District" means the original one square mile of the City of Clovis, bounded by Barstow Avenue to the south, Sunnyside Avenue to the east, Sierra Avenue to the north, and Minnewawa Avenue to the west.

C. "Historic Landmark" means any non-residential improvement in the historic district that has special historic, cultur al, aesthetic, or architectural character, interest, or value as part of the development, heritage, or history of the City, the State, or the nation, and that has been designated pursuant to this Chapter.

D. "Historic Resource " means non-residential improvements, buildings, structures, signs, features, sites, places, areas, or other objects of historic aesthetic, educational, cultural, or architectural significance to the citizens of the City, within the historic district, which may or may not have be en officially designated as "historic landmarks" or "historic sites" as hereinafter defined.

E. "Historic Site" means a parcel or part thereof , within the historic district, on which a historic resource is situated and any abutting parcel or part thereof co nstituting part of the premises on which the historic resource is situated, and which has been designated a historic site pursuant to this Chapter.

F. "Improvement" means any building, structure, place, parking facility, fence, gate, wall, work of art or other object constituting a physical betterment of real property, or any part of such betterment.

G. "Preservation" means the identification, study, protection, restoration, rehabilitation, or enhancement of historic resources.

9.81.03 Creation of Historic Preservation Board.

A. Establishment. In order to execute the purposes declared in this Chapter, there is created a Historic Preservation Board.

B. Appointment.

1. The Historic Preservation Board shall consist of five (5) members.

2. Each member shall be:
a. Appointed by the City Council, following recommendation by the Mayor; and
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5 b. A resident of the City; and
c. Appointed to a four (4) year term. For the initial appointment, three (3) members will be appointed for a four -year term and the remaining two (2) members will be appointed to a two-year term.

3. The Council and Mayor may consider appointing members from, but not limited to, such professions, disciplines, and interests as: licensed architects and structural engineers; urban planners and landscape architects ; attorneys and real estate experts; members of community groups and residents within historic districts, occupants of historic landmarks, and owners of historic sites.

C. Meetings. The Historic Preservation Board shall hold regular meetings at least once per month.

9.81.04 Powers and Duties of Historic Preservation Board.

The Historic Preservation Board shall have the following powers and duties:

A. The Historic Preservation Board will be an advisory body to the Planning Commission and City Council.

B. The Historic Preservation Board will develop and recommend an initial list of historic landmarks and historic sites within the Historic District for the Planning Commission and City Council to consider.

C. Establish criteria for, conduct and keep current a re gister of historic resources within the boundaries of the City subject to approval by the City Council.

D. Recommend to the Planning Commission and City Council guidelines for the designation of historic landmarks and historic sites subject to the provisions of Section 9.81.05 of this Chapter.

E. Review and comment upon the conduct of land use, housing and redevelopment, municipal improvements and other types of planning and programs undertaken by any other agency of the City, the County or State as they relate to the historic resources of the community as requested by City Council.

F. Recommend standards to be considered by the City Council to be used by the Director of Planning and Development Services, Historic Preservation Board, and the Planning Commission in reviewing applications for permits to construct, change, alter, modify, remodel, remove or significantly affect any historic resource.

Such standards shall include the Standards for Rehabilitation adopted by the United States Secretary of the Interior, as set forth in 36 Code of Federal Regulations part 1208, as said part may from time to time be amended. 135
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6 G. Investigate and report to the City Council on the use of various Federal, State, local or private funding sources and mechanisms available to promote historic preservation in the City.

H. Recommend approval or disapproval, in whole or in part, applications for permits pursuant to this Chapter.

I. Render advice and guidance, upon the request of the owner or occupant of the property affected, on the restoration, alteration, decoration, landscaping, or maintenance of any historic resource, including a landmark, landmark site, , or property in the vicinity of the foregoing within public view thereof.

J. Participate in, promote, and conduct public information, educational and interpretive programs pertaining to historic resources.

K. Review and make recommendations to the City Council regarding applications for and the administration of historic property contracts submitted or entered into pursuant to Government Code sections 50280 through 50290.

L. Perform such other duties and exercise such other powers as may be specified by the City Council.

9.81.05 Historic Designation Criteria.

A. For the purposes of this Chapter, an improvement may be designated an historic landmark or historic site by the City Council pursuant to Section 9.81.06 of this Chapter if it meets the following criteria:

1. It exemplifies or reflects special elements of the City's cultural, aesthetic, or architectural history; or

2. It is identified with persons or events significant in local, State, or national history; or

3. It embodies distinctive characteristics of a style, type, period, or method of construction, or is a valuable example of the use of indigenous materials or craftsmanship; or

4. It is representative of the notable work of a builder, designer, or architect.

9.81.06 Historic Designation Procedures.

Historic landmarks and historic sites shall be established by the City Council in the following manner:

A. The Historic Preservation Board may request the designation of an improvement as an historic landmark or the designation of an historic site or historic district , on its own accord, or based on testimony by members of the public. 136
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7 B. The Historic Preservation Board shall conduct a study of the proposed designation and, based on such documentation as it may require, make a written recommendation to the Planning Commission as to the appropriateness of the designation.

C. Upon receipt of the written recommendation of the Historic Preservation Board, the Planning Commission shall schedule a public hearing.

D. The Director of Planning and Development Services shall give notice of the date, place, time and purpose of the hearing , and the recommendation o f the Historic Preservation Board by first class mail to all applicants, owners, and occupants of the improvement at least twenty (20) days prior to the date set for the public hearing, using the name and address of such owners as shown on the latest equalized assessment rolls, if they are otherwise not known. Notice of the hearing shall also be advertised once in the newspaper.

E. The Planning Commission shall conduct a public hearing and shall provide a reasonable opportunity for all interested parties to express their opinions.

F. At the conclusion of the public hearing, but in no event more than thirty (30) days from the date set for the initial public hearing or any continuance thereof for the designation of a proposed historic landmark or historic site, the Planning Commission shall recommend, in writing, approval in whole or in part, or disapproval in whole or in part, of the application. Such written determination shall contain a description of the actual property or properties to be designated and shall be filed with the City Council, the City Clerk, and the Building Official. The City Clerk shall mail notice of such decision to the applicants and the owners and occupants of the proposed designated historic site or historic landmark. Not ice shall also be mailed to any other interested parties as may request a copy thereof.

G. The City Council, within thirty (30) days of receipt of the recommendations from the Planning Commission, or as soon thereafter as possible , shall by resolution approve the application in whole or in part, or shall by motion disapprove it in its entirety. The City Council shall hold a public hearing on such proposed resolution.

Notice of the time and date set for the public hearing on such proposed resolution shall be mailed to all applicants and the owners and occupants of the proposed designated historic site or historic landmark. The Council, in its public hearing on the proposed resolution, shall provide a reasonable opportunity for all interested persons to express their opinions.

H. The City Clerk shall notify the Building Official of any official designation adopted by resolution by the City Council. The Clerk shall also file within ninety (90) days of such designation with the County Recorder a certified copy of the resolution which shall include the name of the current property owner, the designating entity, the specific historic resources designation and a legal description of the property, together with a notice briefly stating the fact of said designation and a summary of the effects said designation will have. The Clerk further shall mail a copy of the 137
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8 resolution approving said designation or a copy of the minute order showing disapproval of said designation, to all applicants and the owners and occupants of the proposed designated historic site or historic landmark, and to any other person who requests a copy.

I. Failure to send any notice by mail to any property owner where the address of such owner is not a matter of public record shall not invalidate any proceedings in connection with the proposed designation. The Planning Commission and Council may also give such other notice as they may deem desirable and practicable.

J. While an application for designation of an improvement as an historic landmark or the designation of an historic site is pending, no building, alteration, demolition, or removal permits for any proposed historic site or historic landmark shall be issued.

Exceptions may be considered in case of hardship as defined in Section.9.81.14 of this Chapter.

K. Annually, the Historic Preservation Board shall review the r egister of historic designations and present it to the Council, along with any recommended changes.

9.81.07 Permit Required.

It is unlawful for any person to tear down, demolish, construct, alter, remove or relocate any improvement, or any portion thereof, which has been designated an historic landmark or historic site pursuant to the provisions of this Chapter, or to alter in a ny manner any exterior architectural feature of such an historic landmark or historic site, or to place, erect, alter, or relocate any sign on an historic landmark or historic site, without first obtaining written approval to do so in the manner provided i n this Chapter from the Director of Planning and Development Services.

9.81.08 Permit Approval Procedure.

The following procedures shall be followed in processing applications for approval of work covered by this Chapter:

A. The Building Official shall re port any application for a demolition permit or a building permit to work on a designated historic site or historic landmark to the Director of Planning and Development Services. If the permit seeks to demolish or significantly alter or reconstruct the his toric site or historic landmark, t he Director of Planning and Development Services shall refer such application to the Historic Preservation Board for its review and recommendation. The Historic Preservation Board shall review the application and shall sub mit its written recommendation to the Planning Commission within sixty (60) days after receipt of the application from the Director of Planning and Development Services. In connection with its review, the Historic Preservation Board may hold hearings and may require any documentation it believes reasonably necessary to make its recommendation. The Historic Preservation Board shall make all recommendations in accordance with the prescriptive standards adopted pursuant to Section 9.81.05 and 9.81.04 F. 138
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9 B. If the permit seeks to make minor alterations or repairs, t he Director of Planning and Development Services shall review the permit and, if the proposed work complies with the Central Clovis Design Standards, as may be amended, approve the permit. Minor alterations are those alterations which the Director of Planning and Development Services or his/her designee determines will not adversely affect the exterior architectural characteristics nor the historical or aesthetic value of the historic structure, its site, or surroundings.

C. If no building permit would otherwise be required pursuant to the City Code, application for approval to pursue work on a designated historic site or historic landmark shall be made to the Director of Planning and Development Services. If the proposed work is in compliance with the Central Clovis Design Standards , as may be amended, the Director of Planning and Development Services shall approve the application.

D. All applications shall be accompanied by plans and specifications describing the proposed work as well as any other material considered by the Director of Planning and Development Services , Historic Preservation Board , or the Planning Commission to be reasonably necessary for the proper review of the proposed project.

E. Whenever the application is to tear down, demolish, construct, alter, remove, or relocate any improvement, or any portion thereof, which has been designated a historic landmark or historic site pursuant to the provisions of this Chapter, the Planning Commission shall hold a public hearing thereon. The Planning Commission may hold public hearings on other applications as they deem necessary.

The hearing shall be held at the next available regularly scheduled Planning Commission meeting after receipt of the Historic Preservation Board's recommendation, and after proper notice has been given of such hearing. Notice of such hearing shall be given by first class mail to each applicant at least ten (10) days prior to the date set for such hearing. Notice of the hearing shall also be advertised once in the newspaper not less than five (5) calendar days prior to said hearing. Any hearing may be continued from time to time by the Planning Commission.

F. At the close of the hearing, the Planning Commission shall approve or disapprove, in whole or in part, such application in accordance with the standards adopted pursuant to Section 9.81.05 and 9.81.04 F , considering the recommendations of the Historic Preservation Board. The Planning Commission's decision shall be in writing and shall state the findings of fact relied upon in reaching such decision.

Such decision may be appealed to the City Council.

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10 9.81.09 Permit Approval Criteria.

The Director of Planning and Development Services, Planning Commission, or the City Council upon appeal, shall issue an approval for any proposed work as described in Section 9.81.08 based upon the following criteria or other criteria as determined by the Planning Commission pursuant to Section 9.81.05:

A. In the case of any property designated a historic landmark, the proposed work would not detrimentally alter, destroy, or adversely affect any exterior architectural feature; or
B. In the case of construction of a new improvement, building, or structure upon a historic site, the exterior of such improvements will not adversely affect and will be compatible with the external appearance of existing designated improvements, buildings, and structures on said site.

9.81.10 Appeals.

Any interested party may appeal any decision of the Planning Commission pursuant to Section 9.81.09 to the City Council by filing an appeal within fifteen (15) days after the date of the notice of the Planning Commission 's decision in accordance with the procedures and requirements set forth in Chapter 9.90 of the Municipal Code.

9.81.11 Ordinary Maintenance and Repair.

Nothing in this Chapter shall be construed to prevent any reasonable uses of any property or properties covered b y this Chapter that are not in conflict with the purposes of this Chapter, including the ordinary maintenance or repair of said property that does not involve a change in design, material, or external appearance thereof.

9.81.12 Unsafe or Dangerous Conditions.

Nothing in this Chapter shall be construed to prevent any measures of construction, alteration or demolition necessary to correct the unsafe or dangerous condition of any structure, or feature or part thereof, covered by this Chapter, where such condi tion has been declared unsafe or dangerous by the Building Official or the Fire Marshal, and where the proposed measures have been declared necessary by such officials to correct such condition; provided, however, that only such work as is reasonably neces sary to correct the unsafe or dangerous condition may be performed. In making a determination as to whether such work is reasonably necessary as aforesaid, the above-mentioned officials may refer to, and be guided by, the State Historical Building Code (H& S Code section 18950 et seq.) as the same may from time to time be amended, revised, or replaced.

9.81.13 Duty to Keep in Good Repair.

The owner, occupant, or other person in actual charge of a historic resource shall keep in good repair all of the exterior portions of such improvement, building or structure. It shall be the duty of the Building Official to enforce this Section. 140
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11 9.81.14 Showing of Hardship.

The Planning Commission need not disapprove an application for a permit to carry out any proposed work on a historic landmark or a historic site, if the applicant presents clear and convincing evidence of facts demonstrating to the sati sfaction of the Planning Commission that such disapproval will cause immediate and substantial hardship on the applicant because of conditions peculiar to the person seeking to carry out the proposed work, whether this be the property owner, tenant, or res ident, or because of conditions peculiar to the particular improvement, building, or structure or other feature involved, and that failure to disapprove the application will be consistent with the purposes of this Chapter. In determining whether extreme hardship exists, the Planning Commission shall consider, among others, the following criteria:

A. Whether denial of the applicant will diminish the value of the subject property so as to leave substantially no value.

B. Whether reasonable utilization of the property is prohibited or impractical.

If a hardship is found to exist under this Section, the Planning Commission shall make a written finding to that effect and shall specify the facts and reasons relied upon in making such finding. Such finding may be appealed to the City Council pursuant to the provisions of Section 9.81.10.

9.81.15 No Retroactive Application.

The provisions of this Chapter shall be inapplicable to the construction, alteration, demolition or removal of any structure or other feature on a designated historic landmark or historic site, where a permit for the performance of such work was issued prior to initiation of proceedings for such designation, and where such permit has not expired or been cancelled or revoked, provided that construction is started and diligently prosecuted to completion in accordance with the City Building Code.

9.81.16 Failure to Act.

If for any reason, the Historic Preservation Board fails to take action within the timelines provided in this Chapter, the matter shall automatically proceed to the Planning Commission for consideration and action.

Section 2. This Ordinance shall go into effect and be in full force from and after thirty (30) days after its final passage and adoption.

APPROVED:

______________________________ ______________________________ Mayor City Clerk 141
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12 * * * * * * * * * *
The foregoing Ordinance was introduced and read at a regular meeting of the City Council held on this ___ day of ____________ 2022, and was adopted at a regular meeting of said Council held on this ___ day of _______________, 2022, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dated:

________________________________
City Clerk
142
AGENDA ITEM NO. 14.

TO: Mayor and City Council
FROM: Planning and Development Services
DATE: July 1, 2024
SUBJECT: Receive and File - Summary of additional stakeholder meetings relating to Development Impact Fees for Fiscal Year 2024-2025.

Staff: Sean Smith, Supervising Civil Engineer
Recommendation: Receive and File

ATTACHMENTS: None.

RECOMMENDATION
For the City Council to receive and file updated information on the outcome of additional meetings with the building industry following the June 10, 2024, Council approved increase to the Development Impact Fees.

EXECUTIVE SUMMARY
On June 10, 2024, Council appro ved an increase to the City’s development impact fees with a Construction Cost Index (CCI) to most rates. The two exceptions were the Fire Transition Fee and Water Major Facilities Fee. The Fire Transition Fee increased by $185 per gross acre, due to rising property values. The Water Major Facility Fee increased by 105% driven primarily by the lack of implementing recommended rate adjustments over the last two years. The approved fee revisions will be effective August 12, 2024.

At the June 10, 2024, City Council meeting direction was given to staff to continue meeting with stakeholders and to return on July 1, 2024, to provide an update on the outcome of the meetings.

Staff will provide a verbal update to Council on progress made during the subsequent meetings.

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AGENDA ITEM NO. 15.

BACKGROUND
Stakeholders provided public comments during the June 10, 2024, meeting and requested additional time to adequately review and consider information related to Development Impact Fee rate adjustments.

City staff began a series of public meetings in May 2024 to discuss the update to the Development Impact Fees for Fiscal Year 2024 -2025. Over 100 stakeholders were invited to the meetings that took place on May 16, 23, 29, and June 6. All technical information supporting the fee adjustments were made available to the public for review on May 21, 2024.

Following the City Council meeting of June 10, 2024, staff was directed to continue holding meetings with the industry regarding the rate revisions. Meetings were immediately scheduled and held on June 13, 20, and 27 with invitations sent to over 100 stakeholders. Engineering and Public Utilities staff as well as a representative from Provost and Pritchard, the City’s water consultant, attended each meeting. Staff also made time to meet individually with members of the community to answers questions and provide additional information as requested.

FISCAL IMPACT
None.

REASON FOR RECOMMENDATION
As this is a receive and file, no action is required.

ACTIONS FOLLOWING APPROVAL
None.

Prepared by: Sean Smith, Supervising Civil Engineer

Reviewed by: City Manager JH
144
AGENDA ITEM NO. 15.

TO: Mayor and City Council
FROM: Administration
DATE: July 1, 2024
SUBJECT: Consider Adoption - Ord. 24-10, OA 2024-001, A request to amend the Development Code to modify the description R-2 (Medium-High Density Residential) Zone District to increase the maximum density from 15 to 20 dwelling units per acre) and to modify the R -3 (Multi -Family Residential, High Density) Zone District to increase the minimum density from 15.1 to 20.1 units per acre. (Vote 4 -0-1 with Councilmember Bessinger absent)

Staff: Briana Parra, City Clerk
Recommendation: Adopt

ATTACHMENTS: None

This item is on the regular agenda because at introduction it was approved with a less than unanimous vote.

Please direct questions to the City Manager’s office at 559-324-2060. 145
AGENDA ITEM NO. 16.

TO: Mayor and City Council
FROM: General Services Department
DATE: July 1, 2024
SUBJECT: Consider Approval – Cost-of-Living Increase and Updated Salary Schedule for Executive Management Employees.

Staff: Shonna Halterman, General Services Director
Recommendation: Approve

ATTACHMENTS: None.

RECOMMENDATION
For City Council to approve the salary schedule for executive management employees.

EXECUTIVE SUMMARY
As required by Senate Bill 1436 (codified in Government Code section 54953(c)(3)) , a local agency is required to verbally report a summary of recommended changes to executive management salaries in an open meeting before final action is taken by the legislative body.

BACKGROUND
Effective July 1, 2024, represented employees will be provided a 3% cost-of-living increase in accordance with their individual memorandum of understanding. In addition, as provided in Resolution No. 22-73 approved on July 5, 2022, unrepresented management and executive management employees are also to be provided a 3% cost-of-living increase effective July 1, 2024. Approval of the updated salary schedule is needed to implement the increases.

As required by Senate Bill 1436, a local agency is required to orally report a summary of recommended changes to executive management salaries i n an open meeting before final action on the proposed changes. The chart below includes the proposed updated salary ranges 146
AGENDA ITEM NO. 17.
for executive management positions including the 3% cost-of-living increase effective July 1, 2024:

In addition, executive management staff receive vacation, holidays, sick leave, management leave, and health benefits similar to all management employees. These specific benefits are not proposed to be changed and the current benefits are outlined in the execu tive management benefit summary located at https://cityofclovis.com/wp-content/uploads/2023/04/Executive- Management-Benefit-Summary-January-2024.pdf.

FISCAL IMPACT
The approximate fiscal impact for the cost -of-living increases for executive management is $85,200. Adequate funds are in the FY 24-25 budget for the increase.

REASON FOR RECOMMENDATION
Per Council approval on July 5, 2022, executive management is provided the same 3% cost-of- living increase as the full -time represented employees, effective July 1, 2024. Orally reporting the recommended 3% cost-of-living increase for executive staff is re quired before Council approval of the updated salary schedule.

ACTIONS FOLLOWING APPROVAL
The 3% cost-of-living increase will be effective July 1, 2024.

Prepared by: Shonna Halterman, General Services Director

Reviewed by: City Manager JH
147
AGENDA ITEM NO. 17.

TO: Mayor and City Council
FROM: Planning and Development Services
DATE: July 1, 2024
SUBJECT: Consider items associated with fees under the Planning and Development Services Department and find that the project is exempt from further environmental review under Section 15061(b)(3) of the California Environmental Quality Act Guidelines. City of Clovis, applicant.

a. Consider Approval - Res. 24-___, A request to approve a resolution amending Plan Check, Inspection Services, Encroachment Permits, and Community Investment Program Rates.

b. Consider Approval - Res. 24-___, A request to approve the 2024 City of Clovis Planning Division fee schedule.

Staff: Sean Smith, Supervising Civil Engineer / George González, Senior Planner
Recommendation: Approve

ATTACHMENTS: 1. Draft Resolutio n, Amending Plan Check, Inspection Services, Encroachment Permits, and Community Investment Program Rates

2. Draft Resolution, Approving the 2024 City of Clovis Planning Division Fee Schedule

RECOMMENDATION
For the City Council to approve Res. 24 -___, amending Plan Check, Inspection Services, Encroachment Permits, and Community Investment Program Rates.

For the City Council to approve Res. 24-___, approving the 2024 City of Clovis Planning Division fee schedule.
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AGENDA ITEM NO. 18.

EXECUTIVE SUMMARY
Staff is recommending updates to the following fee programs:

1. Engineering Division hourly rates and inspection fees

2. Planning Division fees

Engineering Division Hourly Rates
Engineering Division hourly rates need to be adjusted from $14 5 to $150 per hour to follow increases in operational overhead costs to maintain a functional level of service to the development community and operation of the Community Investment Program, together with offsetting increases in operational costs. The revised rate will take effect beginning September 3, 2024, 60 days after approval.

Planning Division Fee Schedule
The Planning Division fee schedule was last updated by Resolution 23-35, which took effect July 10, 2023. The operational costs have increased for the Planning Division similar to the costs for the Engineering Division. A 4.10% across-the-board increase is recommended, based on the 5- year average change in the consumer price index (CPI). This methodology is consistent with the strategy used in conjunction with the 2022 and 2023 annual fee updates, following a comprehensive update in 2021. The 5 -year average was used because it accounts for the changes in costs that have occurred while softening the effects of single-year CPI changes that have occurred over the last few years. The revised fee schedule will provide the funding necessary for the Planning Division to maintain a functional level of service to the public. The revised rates will take effect beginning September 3, 2024, 60 days after approval.

PROPOSAL AND ANALYSIS
Plan Check, Inspection Services, Encroachment Permits, and Community Investment Program Rates

The Engineering Division last updated the hourly rates in 2023 by Resolution 23-34. The cost of employee benefits has been increasing and is expected to continue to rise for the foreseeable future. Staff is recommending an hourly rate of $1 50 to follow the overhead increases of 2023.

Hourly Billing Rate
In accordance with the Clovis Municipal Code, the Council establishes, by resolution, a schedule of fees for inspection, staking, and other services to be rendered by the City in connection with work performed by Engineering staff. The $14 5 per hour billing rate was last updated in May 2023 by Resolution 23-34. Going forward, staff will review the hourly rate and adjust according to the CPI as part of the annual, or biannual review of the Development Impact Fees.

Stakeholder Outreach
An email was provided to a group of over 130 stakeholders d escribing the proposed increase and all were offered the ability to meet in person or virtually. The stakeholders included the Building Industry Association (BIA), Fresno Metropolitan Flood Control District (FMFCD), the Clovis Unified School District, and several local residential and non -residential developers. 149
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None of the contacted stakeholders have provided opposition to the hourly rate increase. The revised rate will take effect beginning September 3, 2024, 60 days following the approval of the resolution by Council.

Planning Division Fee Schedule

Based on the evaluation completed in May 2024, staff is recommending an update to the 2023 Planning Division Fee Schedule utilizing the Consumer Price Index (CPI) for All Urban Consumers. The CPI has been identified as the most applicable index for an adjustment to the Planning fees, which are based primarily on personnel costs. The recommended methodology utilizes the average of the last five (5) years of the CPI percentage changes to arrive at a total increase of 4.10%. While it is relatively common to use the single year change in CPI to make these routine annual adjustments, a five -year average is recommended for the 202 4 update.

The five-year average of the CPI percentage change has been consistently recommended by staff since the comprehensive fee analysis was completed in 2021. Generally speaking, recommending the five-year average helps avoid the “spiking effect” that may occur if only the most recent year’s CPI was utilized. The following entitlement types are excepted from th e recommended CPI increase:

 Small Home Occupation Permits, Staff Research & Document Preparation, and the Redistribution Fee for applications during the commenting period are proposed to be increased from the current hourly rat e of $145 per hour to $150 per hour as proposed by the Engineering Division.

 The “per acre, per building permit, per sign, per unit, and per lot” fees are also not being proposed to change.

 The current fee for the “Conditional Use Permit, Extension” is proposed to be modified to add “Minor Amendments” to the description to better accommodate the type of applications that are routinely processed in the Planning Division. A workflow analysis indicates that this fee should be increased from $2,602 to $3,494.

 The three environmental assessment fees (Categorical Exemption, Negative Declaration, and Mitigated Negative Declaration) now include the $50 County Clerk filing fee for each entitlement type.

 A new fee has been added to the Planning fee schedu le, titled “Willow Corridor Annexation Fair Share Cost Recovery - Site Specific Development,” in the amount of $174 per acre. This fee will be applied to all developments within the Willow Corridor Annexation boundaries (north of Shepherd, between N. Willow and N. Peach Avenues), encompassing approximately 550 acres recently annexed to the City. The recommended fee will allow the City to recoup a portion of its expenses for processing the Willow Corridor Annexation by collecting the “per -acre” portion of th e fees from projects as they develop. These fees would otherwise have been paid by these projects in conjunction with prezoning and annexation applications.

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The new rates within the Planning Division Fee schedule will take effect September 3, 2024, 60 days following the approval of the resolution by Council.

Stakeholder Outreach
An email was provided to a group of over 130 stakeholders describing the proposed changes to the 202 4 Planning Division Fee Schedule on June 13, 2024. The stakeholders were the same as the Plan Check, Inspection Services, Encroachment Permits, and Community Investment Program Rates , which included the Building Industry Association (BIA), Fresno Metropolitan Flood Control District (FMFCD), the Clovis Unified School District, and sev eral local residential and non -residential developers. No comments had been received as of the completion of this staff report.

California Environmental Quality Act (CEQA)

The proposed fee adjustments have been reviewed in compliance with the provisions of the California Environmental Quality Act (CEQA) and based upon the Public Resources Code Section 15061 (b)(3), there is no substantial evidence that the project will have a significant effect on the environment, therefore, is exempt from CEQA . A Notice of Exemption has been completed during the preliminary review and is kept for public review with the project file during the processing of the project application. Staff will file the notice with the County Clerk if the fee adjustments are approved.

FISCAL IMPACT
Engineering Department revenue increases will offset increased staff costs and allow City staff to maintain the current level of plan check and inspection services. The increase in the hourly rate will cover the increased costs of CIP staff and will not exceed the estimated amount required to provide the service for which the applicable fee is charged.

Planning Division revenue increases will offset increased staff costs and allow City staff to maintain the current level of service for entitleme nt applications. The fee increases will not exceed the estimated amount required to provide the service for which the applicable fee is charged.

REASON FOR RECOMMENDATION
Staff is recommending an increase in the hourly billing rate to $150 per hour to cover the cost of staff services provided on Plan Checks, Inspection Services, Encroachment Permits, and Community Investment Program projects.

Staff is recommending a revision to the Planning Division fee schedule to cover the cost of staff services provided on entitlement applications. The recommended adjustments are consistent with the discussion presented to stakeholders and the Council in 202 3, during which staff outlined its intent to proceed with routine or annual adjustments to the fees.

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ACTIONS FOLLOWING APPROVAL

1. Engineering staff will notify the development community and implement the new rates for Plan Check, Inspection Services, Encroachment Permits, and the Community Investment Program 60 days after approval of the resolution.

2. Planning staff will notify the development community and implement the new rates for the Planning Fee Schedule 60 days after approval of the resolution.

Prepared by: Sean Smith, Supervising Civil Engineer and George González, MPA, Senior Planner

Reviewed by: City Manager JH
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AGENDA ITEM NO. 18.

ATTACHMENT 1
RESOLUTION 24-___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS AMENDING PLAN

CHECK, INSPECTION SERVICES, ENCROACHMENT PERMITS, AND COMMUNITY

INVESTMENT PROGRAM RATES

WHEREAS, Chapter 2 of Title 7 of the Clovis Municipal Code provides rules and regulations for excavations and other work in City streets, for issuance of permits and fees therefor, and provides for a schedule of fees for engineering, inspection, staking and other services rendered by the City in connection with such work performed thereunder; and

WHEREAS, the Clovis Municipal Code, provides that fees be fixed by resolution; and

WHEREAS, the City Council of the City of Clovis desires to revise fees associated with services rendered by the City.

NOW, THEREFORE, BE IT RESOLVED, that the City of Clovis hereby adopts the following revisions to the fee schedule for services hereinafter set forth:

HOURLY RATE
The hourly rate for Engineering services rendered shall be set at $150 per hour.

WITH RESPECT TO INITIAL SUBMITTAL FEES:

Initial plan review fees shall include four (4) submittals of the plans and preparation of all standard agreements (as indicated below). All additional submittals and preparation of non - standard agreements shall be subject to additional review fees per hour or fractions thereof at the Hourly Rate. Overtime fees will be 1.5 times the Hourly Rate per hour or fractions thereof with a two-hour minimum.

ENCROACHMENT PERMIT FEES:

1. The administrative charge for processing an application for an encroachment permit shall be based on 1 hour.

2. A minimum inspection fee of 3 hours at the hourly rate, or a fee calculated using the following inspection fees, whichever is greater, shall be applied to the proposed facilities to be installed within the City right -of-way. The fee shall be paid prior to issuance of a permit for the installation or construction of any of the items installed in the City right-of- way.

INSPECTION FEES:

See Attachment A
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AGENDA ITEM NO. 18.

HOURLY CHARGES FOR REINSPECTION/RETEST AND OVERTIME:

Inspector Based on the Hourly Rate
Inspector (overtime) 1.5 times the Hourly Rate, two hour minimum Other City Staff Based on the Hourly Rate

COMMUNITY INVESTMENT PROGRAM FEES:

Staff charges to the Community Investment Program will be billed at the established Hourly Rate.

SUBDIVISION PLAN CHECKING, TESTING, AND INSPECTION FEES:

Each person submitting a parcel map or a subdivision map to the City shall pay to the City, prior to submission of final subdivision or p arcel map for approval, a fee for the checking of improvement plans associated with conditions of approval, testing, and inspecting all proposed improvements within the public right-of-way as follows:

 On the first $10,000.00 of the estimated cost of improvements: 7%  On the next $490,000.00 of the estimated cost of improvements: 3.75%  On the estimated cost of improvements in excess of the $500,000: 2%

Said fees established by Section shall be based upon final cost estimates approved by the City Engineer and shall include all improvements as required under the conditions of approval for the entitlement, adjustment in or refund of such fees shall be made once fees have been paid; except when an entitlement is withdrawn or a reversion to acreage map is recor ded, the unexpended portion of the required fee may be refunded upon written request made by the payer of said fees to the City Engineer.

OTHER ENTITLEMENT PLAN CHECK FEES
Each person submitting an entitlement other than a parcel map or a subdivision map to the City shall pay to the City, prior to submission of improvement plans for approval, a fee at the Hourly Rate based on 10 hours plus 11 hours per gross acre of development for the checking of all proposed improvement plans associated with conditions o f approval within the public right-of- way. For entitlements with minimal conditioned work, the fee shall be based on 4 hours at the Hourly Rate.

INITIAL SUBMITTAL FEES:

The initial submittal of all tract map and parcel map reviews shall include a non -refundable payment for services to be rendered as follows:
 For each initial submittal of parcel maps with minimal off-site improvements: 1.5 hours  For each initial submittal of parcel maps with significant off-site improvements: 12 hours  For each initial submittal of tract maps: 30 hours
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AGENDA ITEM NO. 18.

The initial submittal of all entitlements other than tract map and parcel map reviews shall include a non-refund able payment for services to be rendered as follows:
 For each initial submittal: either 20 hours or 10 hours plus 11 hours per gross acres, whichever is less.
 For each initial submittal of entitlements with minimal conditioned work: 4 hours

Said fees for this section shall be considered part of the fees calculated in Paragraphs 2 or 3 above. This initial payment shall be credited against the total plan check and/or inspection fee for the project with the balance due paid prior to final map or improvement plan approval.

The above said plan review fee shall include four (4) submittals of the plans and preparation of all standard agreements (as indicated below). All additional submittals and preparation of non- standard agreements shall be subject to additional review fees of per hour or fractions thereof based on the Hourly Rate. Overtime fees will be 1.5 times the Hourly Rate per hour or fractions thereof with a two-hour minimum.

Standard Agreements shall consist of the following:
 Subdivision and Parcel Map Agreement (a draft and one revision)  Landscape Maintenance District Covenants

Non-Standard Agreements consist of the following:
 Deferment Agreements (includes fees and improvements)  Perpetual Maintenance Agreements
 Escrow Instructions
 Special Research Requests
 Reciprocal Access/Maintenance Agreements
 Solid Waste and/or Temporary Turnaround Covenants
 Deeds, Easements and Irrevocable Offers of Dedication  Right of Entry
 Partial Reconveyances
 Temporary Basin Maintenance Covenants
 Legal Descriptions for Street and Utility

BE IT FURTHER RESOLVED that the provisions of this Resolution shall not in any way affect provisions for fees or charges in any other Resolution or Ordinance of the City of Clovis.

* * * * *

155
AGENDA ITEM NO. 18.

The foregoing resolution was introduced and adopted at a regular meeting of t he City Council of the City of Clovis held on July 1, 2024, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: July 1, 2024

______________________________ ______________________________ Mayor City Clerk

156
AGENDA ITEM NO. 18.

Unit
LS

DEVELOPER APPLICATION FEE LS
EA
EA
DAY
LF
LF
SF
SF
SF
SY
EA
EA
EA
EA
EA
LF
EA
WATER TIE-IN, 1"-3" EA
WATER TIE-IN, 4"-6" EA
WATER TIE-IN, 8" AND LARGER EA
EA
LF

WATER METER EA
EA
EA
LF
EA
EA
EA
SF
EA

WELO INSPECTION EA
HR
NOTE:
* includes a $20 Energov Fee
INSPECTION FEES 2024-2025
FIBER UTILITY PROCESSING FEE (1-3 hrs.) $150.00
0 STORM DRAIN MAIN
0 0

SIDEWALK DRAINS
$0.00
$0.00
$150.00 $0.00

WATER SERVICE HOT TAP
0 $0.13

BLOW-OFF

WATER FACILITIES

MANHOLE

FIRE HYDRANT
$100.00

WATER MAIN / SERVICE LINE
0 $0.00
$0.00
$0.00
0 $0.00
$0.00

TOTAL FEES
1 Processing Fee Waver $185.000
Credit $0.00

SUB TOTAL OF FEES
$0.00
PUBLIC IRRIGATION (per each component)

LANDSCAPE FACILITIES
0 $0.00

PUBLIC LANDSCAPE
$75.00
$0.00
$0.00
$100.00MANHOLE
0 DRAIN INLETS $100.00
0 0
0 DRAINAGE FACILITIES
0 0
0 0
$0.00
$3.00 $0.00
$0.00
$0.00
$0.00
$100.00
$100.00
$172.50
$3.00
$100.00
$345.00
$690.00 $0.00
0 $0.00
$0.00
$0.00
$750.00
$47.50
$100.00
$0.00

DRIVE APPROACH

A/C PAVEMENT / TRENCH REPAIR

TRAFFIC MARKING / SIGNING
$0.00

SEWER MAIN
0 TRAFFIC CONTROL / LANE CLOSURE
TRAFFIC CONTROL / DETOUR 0

SEWER FACILITIES

SEWER LATERAL
0 0
0 $37.50
$2.25
$0.00
$0.00
0 $3.00
RE-INSPECTION FEE (per occurrence)

WORKING IN R-O-W WITHOUT PERMIT

CURB / CURB AND GUTTER

VALLEY GUTTER

MISC CONCRETE

SIDEWALK
$0.00
0 $300.00

STREET LIGHTS
0 $0.80
0 $0.000
0 $1.50 $0.00
$0.80
$0.00
$150.00 $0.00
$0.00
$0.80
Quantity Unit Price Total Fee
0 $0.00$3.00
0 $150.00 $0.00
0 $0.00

MINIMUM INSPECTION FEE
Fee description

STREET WORK
0 0
PERMIT PROCESSING FEE *
$0.00
$0.00
$225.00 $0.00
$450.00
0 $245.00 $0.00
0 $500.00
ATTACHMENT 1A
157
AGENDA ITEM NO. 18.

ATTACHMENT 2

RESOLUTION 24-__

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS APPROVING THE 2024

CITY OF CLOVIS PLANNING DIVISION FEE SCHEDULE AND FINDING THE PROJECT EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW UNDER SECTION 15061(B)(3)

OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES

WHEREAS, the City of Clovis Planning Division is proposing an update to the 2023 Planning Division Fee Schedule; and

WHEREAS, the update to the Fee Schedule is based primarily on the Consumer Price Index (CPI) for All Urban Consumers, including utilizing the average of the last five (5) years of the Consumer Price Index (CPI) percentage changes to arrive at a total increase of 4.10% to cover the increased costs to the City of providing the applicable services; and

WHEREAS, certain exceptions to the 4.10% increase are included where the fee is based on the hourly rate; and

WHEREAS, the hourly rate is proposed to increase from the cu rrent rate of $145 to $150 to cover the increased costs to the City of providing the applicable services; and

WHEREAS, the “per acre, per building permit, per sign, per unit, and per lot” fees are not being proposed to change; and

WHEREAS, the City published a Notice of the City Council Public Hearing for July 1, 2024, to consider the 2024 City of Clovis Planning Division fee schedule in the Business Journal ten days prior to said hearing; and

WHEREAS, on July 1, 2024, the City Council considered testimony and information received at the public hearing and the oral and written reports from City staff, as well as other documents contained in the record of proceedings relating to the 2024 City of Clovis Planning Division fee schedule, which are maint ained at the offices of the City of Clovis Department of Planning and Development Services; and

WHEREAS, the City Council has had an opportunity to review and consider the entire Administrative Record relating to the Project, which is on file with the City of Clovis Department of Planning and Development Services (“Department”), and reviewed and considered those portions of the Administrative Record determined to be necessary to make an informed decision, including, but not necessarily limited to, the staff report, the written materials submitted with the request, and the verbal and written testimony and other evidence presented during the public hearing; and
158
AGENDA ITEM NO. 18.

WHEREAS, the proposed project has been reviewed in compliance with the provisions of the California Environmental Quality Act (CEQA) and, based upon the Public Resources Code Section 15061 (b)(3), there is n o substantial evidence that the project will have a significant effect on the environment, therefore, is exempt from CEQA.

NOW, THEREFORE, BASED UPON THE ENTIRE RECORD OF THE PROCEEDINGS, THE CITY COUNCIL RESOLVES AND FINDS AS FOLLOWS:

1. The City of Clovis Council approves the 2024 City of Clovis Planning Division fee schedule per Attachment A hereto and finds the fees set forth therein to be necessary to cover the increased costs to the City of providing the applicable services.

2. The City of Clovis Council finds that the request is in compliance with the provisions of the California Environmental Quality Act (CEQA) and based upon the Public Resources Code Section 15061 (b)(3), there is no substantial evidence that the project will have a significant effect on the environment.

3. The basis for the findings is detailed in the July 1, 2024, staff report, which is hereby incorporated by reference, the entire Administrative Record, as well as the evidence and comments presented during the public hearing.

* * * * *

The foregoing resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on July 1, 2024, by the following vote, to wit.

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: July 1, 2024

______________________________ ______________________________ Mayor City Clerk

159
AGENDA ITEM NO. 18.
$14,116
$24,602
$24,602
$7,803
$4,985
$338
$703Sign Review (Subdivision)
Sign Review Amendment 1/2 Base Fee
Sidewalk Permit (Contact the Economic Development Department for more information) $72

RESIDENTIAL SITE PLAN REVIEW
Residential Site Plan Review, Single Family Residential, Subdivision Residential Site Plan Review, Single Family Residential Amendments, Individual Lot $947 + 60/ Building Permit
+ $20/Sign
+ $20/Sign
Rear Yard Encroachment Permit $237
Staff Research & Document Preparation (Deferment Agreements, Zoning Confirmations, etc) $150/hr (1 Hr. Min.)

MISCELANEOUS
Adult Oriented Business Permit $8,398

SIGN REVIEW
Sign Review
Determination of Use $4,904
Redistribution Fee (Within the commenting period) $150
Redistribution Fee (After the commenting period) $379
+ $119/Acre
+ $119/Acre
NEPA Compliance Actual Cost

HOME OCCUPATION PERMIT
Small Home Occupation Permit $150
Large Home Occupation Permit $260
Categorical Exemption $1,214
Negative Declaration $4,465
Mitigated Negative Declaration $5,468
Willow Corridor Annexation Fair Share Cost Recovery- Site Specific Development $174 Per Acre City of Clovis Planning Division

FEE SCHEDULE
Effective Date: September 3, 2024 (Adopted on July 1, 2024 by City Council Resolution 24-XX )

ENTITLEMENT FEE

AMENDMENTS

ABANDONMENT
Abandonment (Summary) $1,110
Abandonment of Right-of-Way $1,760
General Plan Amendment
Ordinance Amendment $6,502
Appeal requiring a City Council Hearing $1,760
Appeal requiring a Planning Commission Hearing $3,332

ENVIRONMENTAL ASSESSMENT
Not part of any other application (The normal cost of environmental assessments, except EIRs is included in the various application fees) EIR or EA by Consultant hired by the City Cost + 15% ($10,000 Initial Deposit) ANNEXATION/ REORGANIZATION Does not include LAFCo Fees
Annexation/ Reorganization
Agricultural Preserve Annexation (In addition to Annexation Fee)

APPEALS
Sphere of Influence Expansion + $119/Acre
+ $55/Acre
The following are the fees to be paid when filing an application with the City of Clovis Planning Division. The fee must accompany the application. Once an application is accepted, refunds and/or withdrawals shall be processed in accordance with Development Code Section 9.50.070.

Attachment 2A
160
AGENDA ITEM NO. 18.
$6,204
$10,485
$4,470
$6,204
$10,485
$4,470
$6,204
$2,329
$2,248
$12,002
$14,604
$3,359
$10,973
$10,973
$14,143
$14,143
$16,040
$16,040
$19,400
Master Plan Community Overlay District Amendments- Minor Amendment $1,462 Master Plan Community Overlay District Amendments- Major Amendment 1/2 Base Fee Planned Commercial Center (PCC) Rezone, Amendments/ Amendments to Conditions 1/2 Base Fee Mixed Use Zone
Master Plan Community Overlay District
+ $55/Acre
+ $55/Acre
ZONING
Single Family Rezone/ Prezone
Rezone/ Prezone other than Single Family & PCC
Planned Commercial Center (PCC) Rezone/ Prezone
All Other Variances $8,182
Minor Deviation $893
Minor Adjustment- Signs $1,082
+ $55/Acre
+ $55/Acre
+ $55/Acre
Conditional Use Permit, Major Amendment $6,421
Temporary Use Permit $514

VARIANCE
Single Family Residential $5,364
Office & Business Campus PUD
Planned Development Permit (Residential and Non-Residential) + $35/Lot or Unit
+ $35/Lot or Unit
Conditional Use Permit, Minor Amendment/ Extension $ 3,494

USE PERMITS
Administrative Use Permit $1,787
Conditional Use Permit $8,317
Conditional Use Permit, requiring City Council Hearing $10,160 Final Tract Map
Tentative Tract Map- Amendment/ Amendment to Conditions 1/2 Base Fee Refiling of an Expired Tentative Tract Map
(Request can incorporate no changes to the approved
map and must be filed within 6 months of expiration) 1/2 Established Fee + $30/Lot or Unit
Final Parcel Maps
Tentative Tract Map, Planning Commission
Tentative Tract Map, Planning Commission & City Council

SUBDIVISIONS
Lot Line Adjustment- Minor (Involves one lot line) $ 1,191 Lot Line Adjustment- Major (Involves multiple lot lines) $1,679 Tentative Parcel Maps $7,424
+ $55/Lot or Unit
+ $55/Lot or Unit
+ $55/Lot or Unit
SB9 - Tentative Parcel Maps $6,610
SB9 - Final Parcel Maps + $55/Lot or Unit
Site Plan Review, Multifamily Residential (Requiring Planning Commission hearing) Site Plan Review, Amendment 1/2 Established Fee
Site Plan Review, Exterior Amendment/ Amendments to Conditions $1,462

SITE PLAN REVIEW
Site Plan Review, Non-Residential
Site Plan Review, Non-Residential (Requiring Planning Commission hearing) Site Plan Review, 1-4 Multifamily Units
+ $119/Acre
+ $119/Acre
+ $55/Unit
+ $55/Unit
Site Plan Review, Multifamily Residential 5+ Units + $55/Unit MULTIFAMILY DESIGN REVIEW (Objective Standards)
Multifamily Residential Design Review (1-4 Multifamily Units) Multifamily Residential Design Review (5+ Multifamily Units) Multifamily Design Review Amendment
+ $55/Unit
+ $55/Unit
1/2 Established Fee
Planning and Development Services - Planning Division
1033 Fifth Street, Clovis CA
559-324-2340
https://cityofclovis.com/planning-and-development/planning/applications-and-fees/ 161 AGENDA ITEM NO. 18.

Clovis City CouncilJuly 1, 2024

Clovis City Council
July 1, 2024