CITY OF FAIRFIELD
CITY COUNCIL
MEETING AGENDA
Tuesday, February 4, 2025, 6:00 p.m.
Harry T. Price Memorial Council Chamber
1000 Webster Street, Fairfield, CA 94533 or Via Zoom
Notice to Public
The City of Fairfield is committed to providing meeting facilities that are accessible to persons with disabilities and/or have language barriers. To request meeting materials in alternative formats, or to request a sign language interpreter, realtime captioning, or other accommodation, please contact the City Clerk's Office, at least 72 hours in advance of the meeting at (707) 428-7400.
For individuals with hearing or speaking limitations, dial 711 or (800) 735-2922 (English). For Spanish, Tagalog or other language, please dial (800) 855-3000 and provide the communication assistant with the following City telephone number: (707) 399-4010.
DISCLOSURE OF CAMPAIGN CONTRIBUTIONS:
Pursuant to Government Code 84308, City Council Members are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the City Council Member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the City's decision on the agenda item in the 12 months prior to the date the item is on the agenda. Members of the City Council who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a City Council Member in the 12 months prior to the date the item is on the agenda are required to disclose that fact for the official record of the subject proceedings. Disclosures must include the amount of the campaign contribution and identify the recipient City Council Member and may be made either in writing to the City Clerk before the agenda item or by verbal disclosure during consideration.
Members of the public can observe the meeting on Comcast Cable Channel 26, ATT UVerse 99, and webstreamed live at www.youtube.com/user/FFCATV/live. The public may join the meeting via Zoom at:
https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or via phone (408) 638-0968, Webinar ID: 890 6021 3840, Passcode: 7074287400 Pages
A. CALL TO ORDER 6:00 PM
B. ROLL CALL
Councilmember Doug Carr
Councilmember Doriss Panduro
Councilmember Manveer Sandhu
Councilmember Scott Tonnesen
Councilmember K. Patrice Williams
Vice Mayor Pam Bertani
Mayor Catherine "Cat" Moy
C. INVOCATION - REVEREND PATRICK SERNA - INTERNATIONAL HIGHWAY FELLOWSHIP D. PLEDGE OF ALLEGIANCE
E. COUNCIL REPORTS
F. CITY MANAGER REPORT
G. CITY ATTORNEY REPORT
H. CITY CLERK REPORT
I. PRESENTATIONS
I.1 Proclamation and Poem Declaring Black History Month Presented by Councilmember K. Patrice Williams and Poet Laureate Michael Wyly I.2 Proclamation Declaring Scouting Day Presented by Mayor Catherine "Cat" Moy I.3 Proclamation Declaring Vanden High School Football Champions Day Presented by Vice Mayor Pam Bertani
J. PUBLIC COMMENTS
Persons wishing to address the City Council on subjects not on the agenda but within the jurisdiction of the council may do so at this time. The council cannot discuss or take action on matters, not on the agenda for this meeting, but councilmembers may briefly respond to statements made or questions raised by the public, ask for clarification from staff, refer the matter to staff, request staff to report back To the council at a subsequent meeting, or place the matter on a future agenda. To speak on an agenda item please use the “raise your hand” feature or press *9 on your phone. Speakers are limited to three minutes per item, as determined by the mayor.
K. CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.
Recommended Action:
To approve the consent calendar.
K.1 Resolution 2025-17 CM Solano Economic Development Corporation Agreement 6
Approving a Consultant Services Agreement with Solano Economic Development Corporation to Provide Staffing and Resource Support to the Travis Community Consortium
Funding Source: $37,5000; Travis Community Consortium Fund Contact: Liz Aptekar, (707) 428-7389
Recommended Action:
Adopt resolution.
K.2 Resolution 2025-18 PR Folger Graphics, Inc. Services Contract 20 Approving Services Contract with Folger Graphics, Inc.
Funding Source: $150,000; Marketing – Printing & Binding Outside Services Fund
Contact: Stacy Phillips, (707) 428-7719
Recommended Action:
Adopt resolution.
K.3 Resolution 2025-19 IT Master License Agreement – New Cingular Wireless PCS, LLC.
28 Authorizing Execution of a Master License Agreement for Small Cell Wireless Facilities in the Public Right-of-Way Between the City of Fairfield and New Cingular Wireless PCS, LLC.
Funding Source: N/A
Contact: Savita Chaudhary, (707) 428-7582
Recommended Action:
Adopt resolution.
K.4 Resolution 2025-20 HD Application to California Department of Housing and Community Development for CalHome Funding
82 Authorizing the Submittal of an Application to the California Department of Housing and Community Development for $1,000,000 in CalHome Funding; the Execution of a Standard Agreement if Selected for Such Funding and Any Amendments Thereto; and Any Related Documents Necessary to Participate in the CalHome Program
Funding Source: N/A
Contact: LaTanna Jones, (707) 428-7647
Recommended Action:
Adopt resolution.
K.5 Resolution 2025-21 PW Clean CA-SR12 Beautification Acceptance and Resolution 2025-22 Clean CA-SR12 Beautification Landscape Maintenance 87
Service Contract
Accepting the Clean CA-SR12 Beautification in the City of Fairfield Project as Complete; and Authorizing the City Manager to Execute a Contractor Services Agreement with Marina Landscape, Inc. for Landscape Maintenance Services for the Clean CA-SR12 Beautification in the City of Fairfield Project Funding Source: $171,000; Streets Capital Project Fund
Contact: Roger Dunham, (707) 428-7478
Recommended Action:
Adopt resolutions.
K.6 Resolution 2025-23 PW Enclave Red Top – Unit 3 Subdivision Improvement Agreement
116
Approving the Final Map and Authorizing Execution of the Subdivision Improvement Agreement for the Enclave at Red Top – Unit 3 Subdivision Funding Source: N/A
Contact: Alvin Lei, (707) 428-7476
Recommended Action:
Adopt resolution.
K.7 Resolution 2025-24 PW Cogeneration Engine Maintenance Services Agreement 141 Suspending Competitive Bidding, Authorizing the Execution of a Contractor Services Agreement Between the City of Fairfield and Holt of California, and Authorizing an Update to the Fiscal Year 2024-2025 Budget for Cogeneration Engine Maintenance Services
Funding Source: $224,790; Cogeneration Fund
Contact: Peter Peirce, (707) 428-7563
Recommended Action:
Adopt resolution.
L. NEW BUSINESS
L.1 CM Minute Action Approving the Mayor’s Appointments 165 Minute Action Approving Mayor’s Appointments to the Golf Advisory Board, Rockville Hills Regional Park Citizens Advisory Committee Funding Source: N/A
Contact: Esther Beavers, (707) 428-7402
Recommended Action:
Approve appointments. Perform oath of office.
L.2 PW Electric Bike Usage in Rockville Hills Regional Park 167
Proposed Revisions to Ordinance 2020-04: Guidelines for Electric Bike (E-bike) Usage in Rockville Hills Regional Park
Funding Source: N/A
Contact: Gary Sponsler, (707) 428-7416
Recommended Action:
Receive report and provide direction to staff.
L.3 Resolution 2025-25 HD Joint Application with Danco for Homekey+ Funding 175 Authorizing the City of Fairfield to Submit a Joint Application with the Danco Group to Apply for Homekey+ Funding to Build Permanent Supportive Housing Funding Source: N/A
Contact: LaTanya Terrones, (707) 428-7454
Recommended Action:
Adopt resolution.
M. ADJOURN
ADJOURN TO TUESDAY, FEBRUARY 18, 2025, 6:00 P.M., HARRY T. PRICE MEMORIAL COUNCIL CHAMBER.
Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the City of Fairfield to all or a majority of the Fairfield City Council less than 72 hours prior to that meeting are available for public inspection at City Hall, in the 4th floor lobby, 1000 Webster Street, Fairfield, California during normal business hours.
PUBLIC NOTIFICATION
I, Esther Beavers, Deputy City Clerk, do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Fairfield City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 1000 Webster Street, Fairfield, California on Tuesday, January 28, 2025.
Agenda Item No: K.1
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-17 CM Solano Economic Development Corporation Agreement
Approving a Consultant Services Agreement with Solano Economic Development Corporation to Provide Staffing and Resource Support to the Travis Community Consortium
Funding Source: $37,5000; Travis Community Consortium Fund
Contact: Liz Aptekar, (707) 428-7389
RECOMMENDED ACTION
Adopt resolution.
STATEMENT OF ISSUE
The City of Fairfield is the lead agency and is authorized to enter contracts on behalf of the Travis Community Consortium (TCC). The City Council is being asked to approve a Consultant Services Agreement (Agreement) by and between the C ity and Solano Economic Development Corporation (Solano EDC) to provide staffing and resource support to the TCC. Travis Air Force Base (Travis AFB) is the county’s largest employer and has a significant economic impact. To this end, it is vital that the TCC do all that it can to advocate for the base. The agencies/organizations that contribute to the TCC will share in the cost of the agreement.
DISCUSSION
Travis AFB is vital to national security as the power projection platform and home to Air Mobility Command's premier weapon systems, the C5M Super Galaxy, the C17 Globemaster III, and the KC46 Pegasus. Within our county, Travis AFB is the largest employer, with approximately 15,000 military members and civilian employees, and has a $2.6 billion economic impact. Given this, the protection and enhancement of Travis AFB is a -standing City priority.
The TCC has adopted an ambitious strategy that consists of the following:
Preserve existing missions and enhance the potential to assume additional capacity at Travis AFB by advocating for investment in base infrastructure, operating, and maintenance funding; demolition funding for condemned buildings; and continued modernization and technology upgrades to Travis' air mobility and refueling fleet. Unify and streamline the efforts of local governments, businesses, and community organizations in supporting Travis AFB.
Actively engage U.S. Air Force leadership and legislative representatives. Maintain communication and actively participate in local, state, and national military-focused organizations. Support Travis AFB in exploring and pursuing new and additional cooperative areas of benefit through the Air Force Community Partnership program. Support policy that will ensure continued compatible regional development, the preservation of unrestricted air space and other base operations from encroachment and remediate situations that may detract from Travis’s standing in future Base Realignment and Closure Act (BRAC) or nonBRAC decisions.
Foster collabor ation among seven municipalities and 21 community partners of a comprehensive infrastructure resilience plan supporting efforts crucial to ensure both the base and surrounding communities are prepared to face future regional natural disaster challenges or infrastructure failures.
Support the Travis AFB Spark Innovation Hub's efforts to promote a culture of innovation, enabling educational initiatives that directly contribute to solving operational challenges at military installations and guiding STEM-related efforts toward community-driven innovation in support of national defense objectives.
Advocate for Quality-of-Life issues, including the quality of schools, affordable daycare, workforce housing, and spousal employment opportunities, through licensure and certification transferability issues.
To implement this strategy, the TCC desires to hire Solano EDC to augment existing staffing and resources. Solano EDC consists of staff with the requisite expertise, knowledge, and contacts.
FINANCIAL IMPACT
The total cost of the contract is nottoexceed $ 37,500. The agreement's funds come from contributions to the TCC by member agencies/organizations.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
The TCC supports entering into an agreement with Solano EDC.
ALTERNATIVE ACTION
The City administers the funding and this agreement on behalf of the TCC. As noted above, the TCC wishes to enter into an agreement with Solano EDC. No alternative action is recommended.
COORDINATED WITH
N/A
STAFF CONTACT
Liz Aptekar, Assistant to the City Manager
(707) 428-7389
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement
CITY OF FAIRFIELD
RESOLUTION NO. 2025-17
APPROVING A CONSULTANT SERVICES AGREEMENT WITH THE SOLANO ECONOMIC
DEVELOPMENT CORPORATION TO PROVIDE STAFFING AND RESOURCE SUPPORT TO THE
TRAVIS COMMUNITY CONSORTIUM
WHEREAS, Travis Air Force Base is the largest employer in Solano County and represents a very large and important economic engine generating an economic impact of $2.6 billion; and
WHEREAS, the City of Fairfield is the lead agency and authorized to enter into contracts on behalf of the Travis Community Consortium (TCC), a regional partnership between the City of Benicia, City of Dixon, City of Fairfield, City of Rio Vista, City of Suisun City, City of Vacaville, City of Vallejo, Fairfield-Suisun Sewer District, Kaiser Permanente, Solano County, Solano E conomic Development Corporation (Solano E DC), Republic Services, Travis Regional Armed Forces Committee (TRAFC), and Travis Credit Union to collectively advocate for Travis Air Force Base ; and
WHEREAS, the TCC supports entering into a contract with Solano EDC to provide staffing and resource support; and
WHEREAS, Solano EDC consists of staff with the requisite expertise, knowledge, and contacts to support the TCC.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The city manager is hereby authorized and directed to execute on behalf of the City of Fairfield that certain agreement for consulting services with Solano Economic Development Corporation for an amount not to exceed $37,500.
Section 2. The City Council hereby approves the use of funds from the Travis Community Consortium in an amount not-to-exceed $37,500.
Section 3. The city manager is hereby authorized to do all things necessary to implement this resolution.
RES. NO. 2025-17
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of ____________, 20___, by and between the City of Fairfield, a municipal corporation (the “CITY") and Solano Economic Development Corporation (Solano EDC) ("CONSULTANT"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONSULTANT for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement. CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.”
3) FACILITIES AND EQUIPMENT. CONSULTANT shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.
4) GENERAL PROVISIONS. The general provisions set forth in Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control.
6) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
7) TERM. This agreement shall be in effect through June 30, 2025; or until the scope of work is completed.
8) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding California’s choice of law rules.
Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 9) ENTIRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 10) COUNTERPARTS. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.
11) NOTICES. This Agreement is managed and administered on the CITY’s behalf by the individual named below. All invoices must be submitted and approved by this individual and all notices shall be given to the CITY using the following contact information:
City Contact: City Manager’s Office
Address: 1000 Webster Street, 4th Floor
Fairfield, CA 94533
Telephone: (707) 428-7400
Notices must be given to CONSULTANT at the following:
Consultant Contact: Sandy Person
E-mail: [email protected]
Address: 5050 Business Center Drive, Suite 200
Fairfield, CA 94534
Telephone: (707) 864-1855
EXECUTED as of the day first above-stated.
City of Fairfield, a municipal corporation
By:__________________________________
City Manager
CONSULTANT
By:___________________________ ________
Sandy Person
EXHIBIT “A”
SCOPE OF SERVICE
The City of Fairfield is responsible for the management and oversight of the Travis Community Consortium. The TCC desires to enter into an agreement with Solano EDC to provide staffing and resource support to the TCC to implement its 2024 strategy and to increase advocacy efforts.
The following outlines the work to be performed by Solano EDC under this contract:
Provide ongoing administrative support for the TCC, including scheduling TCC Working Group and Member meetings on a regular basis, facilitating TCC meetings, developing agendas, developing and reviewing notices, and correspondence. Provide monthly TCC Update and Activity Report.
Assist TCC in community outreach activities to raise awareness of Travis AFB and its mission. Community outreach activities may include, but are not limited to, attending events at Travis Air Force Base and providing updates to City Councils and County Board meetings.
Attend conferences and workshops as deemed appropriate and approved by the TCC.
Provide oversight and coordinate the activities of TCC's federal and state advocacy efforts.
Ensure ongoing engagement with TCC leaders and key Travis AFB, Air Force and Department of Defense personnel. Coordinate and facilitate meetings to develop and implement new initiatives and strategic partnership opportunities (ie MIRR, DCIP and other grants).
Facilitate advocacy efforts which may include providing input to legislators, Air Force leadership via letters, direct contact, public forums, use of allied associations (i.e., AFSCL [Air and Space Force Civic Leader], AMC Civic Leader groups, ADC, Governor's Military Council, CDCA, TRAFC, etc.), or trips to include Washington DC, Scott Air Force Base, and others as advised.
Actively participate in the Governors Military Council and California Defense Communities Alliance [CDCA] to maintain positive working relationships with military advocacy organizations throughout the state. As appropriate, collaborate to implement initiatives that support Travis AFB.
Work collaboratively with Solano County, its partner cities, and Travis AFB in developing and implementing initiatives under the Air Force Community Partnership program, Office of Local Defense Community Cooperation (OLDCC), etc.
EXHIBIT “B”
PAYMENT
The total contract price for services rendered by CONSULTANT under this Agreement shall be as specified below:
1. Expenses (i.e., registration, travel, and hotel) incurred to attend conference and workshops shall be billed separately and paid for by the Travis Community Consortium.
2. Payment of $6,250 per month shall be made to CONSULTANT on a monthly basis, and CONSULTANT shall submit monthly invoices to the City of Fairfield, City Manager’s Office for the same. Total contract price under this agreement shall not exceed Thirty-seven thousand, five-hundred dollars ($37,500; $6,250 for six months).
3. Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to in writing by the CITY and CONSULTANT and shall be billed to the City of Fairfield, City Manager’s Office.
EXHIBIT “C”
GENERAL PROVISIONS
1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession. 3) TIME. CONSULTANT shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedule of Activities as described in their Executive Summary.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever. 5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONSULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons.
7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product of the CONSULTANT is satisfactory.
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease
work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY.
9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively “CITY Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault.
CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY Indemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CONSULTANT in the performance of this Agreement, including the concurrent or successive passive negligence of the CITY Indemnitees.
It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
CONSULTANT’S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.
12) LOCAL EMPLOYMENT POLICY. The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides
in Solano County. The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.
As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin.
13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CITY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel.
14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS.
When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non-profit corporation or other form of organization.
b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number or federal tax identification number of the sole proprietor.
c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT’S federal tax identification number.
EXHIBIT “D”
INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease.
2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.
3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
b) The general and automobile liability policies (and if applicable, pollution liability, garage X
keepers liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers.
ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers.
Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.
iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M.
Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically through the Exigis insurance system to: [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub-contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.
Agenda Item No: K.2
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-18 PR Folger Graphics, Inc. Services Contract
Approving Services Contract with Folger Graphics, Inc.
Funding Source: $150,000; Marketing – Printing & Binding Outside Services Fund
Contact: Stacy Phillips, (707) 428-7719
RECOMMENDED ACTION
Adopt resolution.
STATEMENT OF ISSUE
Approval of this resolution will allow the Parks & Recreation Department to contract with Folger Graphics, Inc. for printing services of the Activity Guide. A Request for Proposals (RFP) was released for the printing and delivery to the post office for distribution of the Activity Guide three times a calendar year. Wesco Graphics, Inc. was initially approved to be the preferred vendor for this contract. However, the vendor has failed to meet the established contract requirements. As a result, Folger Graphics, Inc., which also submitted a responsive bid dur ing the procurement process, has been identified as the next qualified vendor. Staff recommends proceeding with Folger Graphics, Inc. to ensure timeline and effective fulfillment of the contract.
DISCUSSION
The Activity Guide is the Parks & Recreation De partment’s primary communication and promotion vehicle and will be mailed to the residents of Fairfield in zip codes 94533 and 94534.
Each issue lists upcoming activities, classes, programs, special events, park and facility rental information, how to regi ster and much more. Additional copies will be distributed throughout various City facilities.
FINANCIAL IMPACT
The cost of publishing and mailing is expected to be just under $50,000 each year ($150,000 for the three-year contract) from the Marketing – Printing & Binding Outside Services Fund.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The council may choose not to approve the agreement with Folger Graphics, Inc.; however, this could delay the publication of the Summer 2025 Activity Guide.
COORDINATED WITH
N/A
STAFF CONTACT
Stacy Phillips, Administration Division Manager
(707) 428-7719
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement
Attachment 4: Bid Summary
CITY OF FAIRFIELD
RESOLUTION NO. 2025-18
APPROVING SERVICES CONTRACT WITH FOLGER GRAPHICS, INC.
WHEREAS, the Parks & Recreation Department produces and mails an Activity Guide three times each year to residents of Fairfield; and
WHEREAS, Folger Graphics, Inc. has submitted the most responsible bid for printing and delivering these Activity Guides.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. To approve the adoption of the Services Contract with Folger Graphics, Inc., attached as Exhibit A in an amount not to exceed $150,000 for a three (3) year term.
Section 2. The city manager is authorized and directed to do all things necessary and proper to implement this resolution.
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
1 Rev. 1/09/2025
SERVICES CONTRACT
THIS AGREEMENT is made at Fairfield, California, as of ____________________, 20____ by and between the City of Fairfield ("the CITY") and FOLGER GRAPHICS, INC. ("SERVICE PROVIDER").
1. SCOPE OF SERVICE
SERVICE PROVIDER agrees to perform the following work: To provide printing services and delivery to the Post Office for the Activity Guide as needed for the Parks & Recreation Department of the City of Fairfield. SERVICE PROVIDER shall provide no less than Three (3) Activity Guides per calendar year unless otherwise directed by the CITY in writing.
2. PAYMENTS.
a. The total contract price for services rendered by SERVICE PROVIDER under this Agreement shall be no more than $16,500 (Sixteen-thousand five hundred dollars) per Activity Guide for a total payment not to exceed $150,000 (One-hundred and fifty thousand dollars) for the three (3) year term of the contract. b. Payment shall be made to SERVICE PROVIDER on a time and materials basis, and SERVICE PROVIDER shall submit invoices no later than 30 days up production and delivery of each Activity Guide.
c. Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to by the CITY and SERVICE PROVIDER and shall be billed on a time and materials basis to the City of Fairfield.
3. TERM. This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of three (3) years following the Effective Date (the “Initial Term). Following the Initial Term, the Agreement may be extended for one additional three (3) year term by the CITY providing written notice to the SERVICE PROVIDER of intent to extend signed by the City Manager or his/her designee.
4. INSURANCE.
Before signing this agreement check with your insurance provider to make sure you can comply with the insurance requirements listed below.
a. WO
RKERS’ COMPENSATION . During the term of this Agreement, SERVICE PROVIDER shall fully comply with the terms of the law of California concerning workers’ compensation.
Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability SERVICE PROVIDER may have for workers’ compensation. Said policy shall also include employer’s liability coverage no less than $1,000,000 per accident for bodily injury or disease. b. G
ENERAL LIABILITY INSURANCE . SERVICE PROVIDER shall obtain at its sole cost and keep in full force and effect during the term of this agreement commercial general liability insurance in the amount of no less than $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. Said insurance shall provide (1) that the CITY, its officers, agents, employees and volunteers shall be named as additional insureds under the policy, and (2) that the policy shall operate as primary insurance, and (3) that no other insurance effected by the CITY or other named insureds will be called upon to cover a loss covered thereunder.
2 Rev. 1/09/2025
c. AUTOMOBILE LIABILITY INSURANCE. SERVICE PROVIDER shall obtain at its sole cost and keep in full force and effect during the term of this agreement automobile liability insurance in the amount of no less than $1,000,000 per occurrence for bodily injury and property damage. Said insurance shall provide (1) that the CITY, its officers, agents, employees and volunteers shall be named as additional insureds under the policy, and (2) that the policy shall operate as primary insurance, and (3) that no other insurance effected by the CITY or other named insureds will be called upon to cover a loss covered thereunder.
d. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
i. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the SERVICE PROVIDER; products and completed operations of the SERVICE PROVIDER; premises owned, occupied or used by the SERVICE PROVIDER; and automobiles owned, leased, hired or borrowed by the SERVICE PROVIDER.
The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers e. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII.
f. The minimum limits stated above shall not serve to reduce the SERVICE PROVIDER’S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
g. CERTIFICATES OF INSURANCE. SERVICE PROVIDER shall file electronically with Risk Management upon the execution of this agreement via email at [email protected] and certificates of insurance shall provide that no cancellation, major change in coverage, expiration, or nonrenewal will be made during the term of this agreement, without thirty (30) days written notice to the City of Fairfield or the Designee prior to the effective date of such cancellation, or change in coverage.
5. INDEMNIFY AND HOLD HARMLESS. To the fullest extent allowed by law, SERVICE PROVIDER shall indemnify, defend, and hold harmless the CITY, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by the SERVICE PROVIDER or any person directly or indirectly employed by or acting as agent for SERVICE PROVIDER in the performance of this Agreement, including the concurrent or successive passive negligence of the CITY, its officers, agents, employees or volunteers
It is understood that the duty of SERVICE PROVIDER to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve SERVICE PROVIDER from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
3 Rev. 1/09/2025
SERVICE PROVIDER’S responsibility for defense and indemnity shall survive termination or completion of this Agreement for the full period of time allowed by law.
LABOR AND WAGE CODE GUIDELINES
a. Attention is directed to Section 1777.5 of the Labor Code as it applies to apprenticeship standards
b. SERVICE PROVIDER, as defined for this agreement, shall pay prevailing wages to the extent required by California Labor Code Section 1771. The general prevailing wage rates for each craft, classification, or type of workman shall be as determined by the Director of Industrial Relations (available online at http://www.dir.ca.gov/DLSR/statistics.research.html select
the appropriate wage decision and then collect the wage decision for Statewide, Northern California and Solano County). A copy of these wage rate determinations are kept on file and are available for review at the Office of the City Engineer located at 1000 Webster Street.
c. In accordance with the provision of Section 1860 of the California Labor Code, attention is directed to the requirement that in accordance with the provisions of Section 3700 of the California Labor Code, every contractor will be required to secure the payment of compensation of his or her employees.
6. CONTRACTORS AND SUBCONTRACTORS. The SERVICE PROVIDER shall require all contractors and subcontractors to meet the requirements of this Agreement, including the indemnity and insurance requirements, for work performed under this Agreement.
7. BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428-7509) and online at
www.fairfield.ca.gov/biz.
8. Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at
https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets
9. CANCELLATION. This agreement may be canceled at any time by CITY for its convenience upon written notice to SERVICE PROVIDER: provided, however, that the SERVICE PROVIDER shall be entitled to receive full payment for all services performed and all costs incurred to the date of its receipt of written notice to cease work.
10. TERMINATION. This agreement may be terminated:
30
Vendor Issue Price DISCOUNT Additional Cost for Proof Proof Corrections Additional Fees Samples References
Wesco 13,550.56 N/A $0/page $0/page $0 3 3
Folger Graphics, Inc. 14,985.00 N/A $15/page or less $15/page $0 3 3 Attachment 1: Bid Summary
Agenda Item No: K.3
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-19 IT Master License Agreement – New Cingular Wireless PCS, LLC.
Authorizing Execution of a Master License Agreement for Small Cell Wireless Facilities in the Public Right-of-Way Between the City of Fairfield and New Cingular Wireless PCS, LLC.
Funding Source: N/A
Contact: Savita Chaudhary, (707) 428-7582
RECOMMENDED ACTION
Adopt resolution.
STATEMENT OF ISSUE
The City Council will consider authorizing the execution of a Master License Agreement (MLA) for Small Cell Wireless Facilities (SWF) in the Public Right -of-Way between the City of Fairfield and New Cingular Wireless PCS, LLC.
DISCUSSION
The California Public Utilities Commission (CPUC) has historically determined that wireless providers are a utility and, therefore, have all the rights of use of the public right-of-way (PROW) as any other telecommunications utility under the Public Utilities Code section 7901. The PROW contains existing overhead infrastructure, such as utility poles, traffic signal poles, and streetlight poles that can support wireless telecommunication facilities. As an example, small cell wireless facilities can be, and are being, installed on wooden poles owned by PG&E and AT&T, and the City has limited discretion over such installations, outside of the City’s Aesthetic Guidelines.
Due to increasing wireless data consumption, wireless providers are rapidly in vesting in the necessary infrastructure to meet expanding data demands and deploy fifth -generation wireless systems (5G) technology, or “small cell” antennas.
Small Cell Wireless Facilities (Small Wireless Facilities) are relatively low -power, short -range wireless communication systems that cover a more limited geographic range than traditional “macro” wireless facilities. Small Cell Wireless Facilities (SWF) are designed to accommodate emerging technologies, which transmit higher volumes of data at higher speeds than existing networks. These facilities supplement, rather than replace, larger facilities. The word “small” in “small cell” refers to its service area, and because of the short range of these facilities, projected network buildouts require the installation of SWFs at more locations and closer in proximity to each other than is the case with traditional wireless facilities.
On September 26, 2018, the Federal Communications Commission (FCC) adopted its (Small Cell Order) relating to small cell wir eless technology and the placement of SWF in the PROW. The rules adopted in the Report and Order interpret the federal Telecommunications Act of 1996.
Existing federal and state laws grant wireless providers certain rights to deploy small wireless communication facilities within the City’s PROW, and the Small Cell Order places limitations on local jurisdictions’ ability to deny, condition, or restrict small wireless installations.
In response to the adoption of the Small Cell Order, on May 18, 2021, the c ity council adopted Ordinance No. 2021-09, establishing regulations governing wireless telecommunication facilities, and Resolution No. 2021-99, which approved small cell design and deployment standards in the city.
This MLA provides a general framework within which New Cingular Wireless LLC. will install and maintain its wireless communications facilities.
The Agreement would cover installations mounted on City-owned infrastructure within the right- of-way. Facilities that are not small wireless facilit ies, are not mounted on City -owned infrastructure (such as poles owned by PG&E), and/or are not located in the right-of-way are not covered by this Agreement. As part of this framework, the City has no obligation to allow these facilities to be installed on decorator streetlights nor upon any traffic signal infrastructure.
Certain other specific physical design aspects of the infrastructure, aesthetics, locations , and detailed approvals of the installation will occur through the issuance of one or more ind ividual site licenses and/or encroachment permits by the City.
Facilities allowed under this Agreement would still be required to obtain all required Permits and must meet the standards specified in the City’s adopted Design Standards and in compliance with the provisions of all City codes, ordinances, standards, and specifications. This has the advantage of reducing the need to review individual facility designs and will save time for both New Cingular Wireless LLC. and City staff. The Agreement provides standards for site maintenance, operation, removal, and insurance.
The wireless providers benefit from licensing existing City -owned infrastructure to install SWFs by reducing costs associated with negotiating individual pole licenses and by accelerating the deployment of advanced wireless facilities with a streamlined process. The City benefits as well
by (1) establishing a more robust wireless broadband network available to the City’s residents and businesses , (2) maintaining greater control over aesthet ics and potential liability from wireless facilities on City-owned poles, and (3) receiving license revenues.
FINANCIAL IMPACT
Approval of the Master License Agreement for Small Cell Wireless Facilities in the Right -of-Way with New Cingular Wireless LLC. has no impact on the General Fund. New Cingular Wireless will pay the City a $270 annual license fee for each approved site license. This licensing fee will increase by 3% annually on January 1 over the prior year. There is also a one -time site license administrative fee for the processing and issuance of each site license and/or encroachment permit based on the adopted annual fee schedule by the City Council. The term under this MLA will terminate ten years from the effective date and may be extended to two successive five-year renewal terms.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
The proposed approval of the Master License Agreement for small cell wireless facilities is not a project within the meaning of CEQA Guidelines Section 15378 because it has no potential to result in physical change in the environment, directly or indirectly. The agreement is exempt from the California Environmental Quality Act (CEQA) per Sections 15301 (Existing Facilities) as minor additions to existing facilities and/or 15303 (New Construction or Conversion of Small Structures) for new, small facilities or structures.
ALTERNATIVE ACTION
One alternative would be to negotiate a streetlight pole use agreement with utility companies on a case-by-case basis for each location. However, due to the number of applications that could potentially be submitted, there would still be a risk that the parties involved could not come to terms within the short-clock time that the FCC allows for permit approval.
Another alternative would be to permit the use of the poles without an agreement and only reference the Fairfiel d Municipal Code (FMC) and the Design Guidelines. This would relinquish some control that the City could have over the installation, maintenance, and removal of the equipment on the streetlight poles.
Entering into an MLA will allow the City to have mo re control over the installation of small cells by mutual agreement with the utilities. It will be more efficient to enter into a master agreement instead of individual agreements for each installation.
COORDINATED WITH
City Attorney’s Office and Public Works.
STAFF CONTACT
Savita Chaudhary, Assistant City Manager
(707) 428-7582
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement
CITY OF FAIRFIELD
RESOLUTION NO. 2025-19
AUTHORIZING EXECUTION OF A MASTER LICENSE AGREEMENT FOR SMALL CELL WIRELESS
FACILITIES IN THE PUBLIC RIGHTS-OF-WAY BETWEEN THE CITY OF FAIRFIELD AND NEW CINGULAR WIRELESS PCS, LLC.
WHEREAS, New Cingular Wireless PCS, LLC. requested entry into the City of Fairfield’s Master License Agreement for purposes of installing and maintaining their wireless communications facilities, consisting of small cellular wireless antennas and associated equipment, throughout the City on City-owned streetlights within the public rights-of-way; and
WHEREAS, the agreement provides a general framework for the installation and maintenance of small cell antennas and associated equipment on City streetlights within the City’s right-of-way; and
WHEREAS, detailed approvals of the installation will occur through the issuance of one or more site licenses and/or encroachment permits by the City; and
WHEREAS, the Federal Communications Commission (FCC) has already deemed the installation of small wireless facilities in the ROW to be approved, and as the Agreement does not permit any activity beyond those already permitted by the FCC and City regulations, there is no potential for these regulations to cause a significant effect on the environment.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The council authorizes the city manager to execute the Master License Agreement for small-cell wireless facilities with New Cingular Wireless PCS, LLC.
Section 2. The city manager or designee is hereby authorized to take actions necessary and appropriate to carry out the purpose and intent of this Resolution.
Section 3. The proposed approval of the Master License Agreement for small cell wireless facilities is not a project within the meaning of CEQA Guidelines Section 15378 because it has no potential to result in physical change in the environment, directly or indirectly. The agreement is exempt from the California Environmental Quality Act (CEQA) per Sections 15301 (Existing Facilities) as minor additions to existing facilities and/or 15303 (New Construction or Conversion of Small Structures) for new, small facilities or structures.
RES. NO. 2025-19
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
1 MASTER LICENSE AGREEMENTFOR SMALL CELL WIRELESS FACILITIES IN THE RIGHT-OF-WAYThis MASTER LICENSE AGREEMENT FOR SMALL CELL WIRELESS FACILITIES IN THE RIGHT-OF-WAY (“Master License”) dated (the “Effective Date”) is between the City of Fairfield, a California general law municipal corporation (the “City”) and New Cingular Wireless PCS, LLC, a Delaware limited liability company (the “Licensee”). This Master License may refer to the City and/or Licensee individually as a “Party” or collectively as the “Parties.” BACKGROUNDA.WHEREAS, technology developments and demand for high-speed mobile data service and capacity have extended beyond the capabilities of traditional macro-cell wireless communications facilities. To meet this demand, wireless providers have accelerated their small cell deployments in the public right-of-way and the City wishes to manage these accelerated deployments in a way that preserves local aesthetics and public health and safety while balancing the benefits of these new technologies for the City’s businesses and residents to the greatest extent practicable; and B.WHEREAS, pursuant to the FCC Declaratory Ruling (FCC 18-133) (“FCC Order”), Licensee will compensate the City for access to and use of the public right-of-way the reasonable compensation allowed by law; andC.WHEREAS, Licensee is duly organized and existing under the laws of the State of Delaware, and is authorized to conduct business in the State of California; and D.WHEREAS,Licensee agrees to acquire and maintain any and all applicable authorizations to operate within the State of California, which may include a Certificate of Public Convenience and Necessity from the California Public Utilities Commission (“CPUC”);andE. WHEREAS, the City owns a substantial number of assets within the public right-of-way that may be suitable for installing wireless communications facilities within the City’s jurisdiction, and the City has a duty to derive appropriate value from the City’s property assets for the benefit of the public; and F. WHEREAS, Licensee desires to install, maintain and operate its communications facilities on the City’s assets in the public right-of-way in a manner consistent with the City’s regulatory authority, and Licensee is willing to compensate the City for the right to use the City’s assets; and G. WHEREAS, consistent with all applicable laws and regulations, the City does not intend this Master License to grant the Licensee any exclusive right to use or occupy the public right-of-way, and Licensee expressly acknowledges that the City may enter into
2 similar or identical agreements with other entities, which include without limitation Licensee’s competitors; andH.WHEREAS, the City desires to authorize Licensee’s access to individual City-owned assets based on the terms and conditions set forth in this Master License, and pursuant to all the applicable permits issued by the City.NOW THEREFORE, for good and valuable consideration received and acknowledged by the City and Licensee, the City and Licensee agree as follows:AGREEMENT 1.GENERAL DEFINITIONS“Administrative Fees” means all application and encroachment permit or other administrative fees required by the City “Additional Fees” means any sums the City may assess in its capacity as the licensor, which includes without limitation any late charges, default interest, costs in connection with a request for the City’s consent to an Assignment under Section 16.2 (Proposed Assignment Procedures) and Default Fees under Section 17.2.4; provided, however, that the term excludes any (1) License Fees; (2) Administrative Fees; (3) any other amounts payable to the City by Licensee in connection with the City’s review of Site License applications or coordinating and inspecting Equipment installed on the License Area; and (4) any payments to the City in its regulatory capacity. “Agent” means agent, employee, officer, contractor, subcontractor, or representative of a party to this Master License. “Assignment” means any of the following: (a) a merger, acquisition, or other transfer of a controlling interest in Licensee, voluntarily or by operation of Law; (b) Licensee’s sale, assignment, encumbrance, pledge, or other transfer of any part of its interest in or rights with respect to the License Area; and (c) any action by Licensee to permit any portion of the License Area to be occupied by anyone other than itself, including a sublicense. “City Asset” means City-owned structures, objects, and equipment in the public right-of-way, including, but not limited to, streetlights, banners, street furniture, bus stops, billboards, or other poles, lighting fixtures, or electroliers located within the public right-of-way, and may refer to such facilities in the singular or plural, as appropriate to the context in which used. “Claim” means any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses, whether direct or indirect.
3 “Common Control” means two entities that are both Controlled by the same third entity.“Control” means (a) as to a corporation, the ownership of stock having the right to exercise more than 50% of the total combined voting power of all classes of stock of the controlled corporation, issued and outstanding; or (b) as to partnerships and other forms of business associations, ownership of more than 50% of the beneficial interest and voting control of such association. “CPUC” means the California Public Utilities Commission, established in the California Constitution, Article XII, Section 5, or its duly appointed successor agency. “EMF” means electromagnetic fields or radio frequency between 30 kHz and 300 GHz in the electromagnetic spectrum range. “Environmental Laws” means any law relating to industrial hygiene, environmental conditions, or Hazardous Materials.“Equipment” means antennas and any associated utility or equipment box, and battery backup, transmitters, receivers, radios, amplifiers, ancillary fiber-optic cables and wiring, and ancillary equipment for the transmission and reception of communication signals, without limitation for video, voice, and other data transmission, including the means and devices used to attach Equipment to a licensed City Asset, Pole, peripherals, and ancillary equipment and installations, including wiring, cabling, and power feeds, and any signage required by Laws or other approved signage attached to Equipment. “FCC” means the Federal Communications Commission or its duly appointed successor agency. “Hazardous Material” means any material that, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any Regulatory Agency to pose a present or potential hazard to human health, welfare, or safety or to the environment. Hazardous Material includes any material or substance defined as a “hazardous substance,” “pollutant” or “contaminant” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified as 42 U.S.C. §§ 9601 et seq.) or Section 25316 of the California Health & Safety Code; and any “hazardous waste” listed in the California Health & Safety Code § 25140; and petroleum, including crude oil or any fraction thereof, natural gas or natural gas liquids. “Investigate and Remediate” means the undertaking of any activities to determine the nature and extent of Hazardous Material that may be located in, on, under or about the License Area or that has been, is being, or is in danger of being Released into the environment, and to clean up, remove, contain, treat, stabilize, monitor or otherwise
4 control such Hazardous Material.“Invitee” means the client, customer, invitee, guest, tenant, subtenant, licensee, assignee or sublicensee of a party in relation to the License Area.“Laws” means all applicable present and future statutes, ordinances, codes, orders, and regulations of federal, state, county and municipal authorities, as adopted or as amended at the time in question. “License Year” means each 12 consecutive month period following the Commencement Date (as defined in Exhibit A) of a Site License under this Master License. “License Area” means the geographic information identifying each City Asset on which Licensee is authorized to install, operate, and maintain Equipment under a Site License. The License Area will be identified in Exhibit A-1 to each Site License. “Licensee’s On-Call Representative” means the person(s) assigned by Licensee to be on-call and available to the City regarding the operation of Licensee’s Equipment. Such person(s) shall be qualified and experienced in the operation of the Equipment and shall be authorized to act on behalf of Licensee in any emergency in and in day-to-day operations of the Equipment. “Make-Ready Work” means the work required on or in a City Asset to create space for the Equipment, replacing and/or reinforcing the existing City Asset to accommodate the Equipment including, but not limited to, rearrangement or transfer of existing equipment and the facilities of other entities, and City Asset relocation and replacement if applicable. “Permitted Use” means Licensee’s installation, operation, and maintenance of Equipment for the transmission and reception of communications signals and related communications equipment on the License Areas. “Pole” means a streetlight pole, utility pole or other support structure (excluding traffic signal pole) located in the public right-of-way within the city and owned by the City. “Property” means any interest in real or personal property, including land, air and water areas, leasehold interests, possessory interests, easements, franchises and other appurtenances, public rights-of-way, physical works of improvements, such as buildings, structures, infrastructure, utilities and other facilities, and alterations, installations, fixtures, furnishings and additions to existing real property, personal property and improvements. “Regulatory Agency” means the local, regional, state, or federal body with the jurisdiction and responsibility for issuing Regulatory Approvals in accordance with
5 applicable Laws.“Regulatory Approvals” means licenses, permits and other approvals necessary for Licensee to install, operate and maintain Equipment on the License Area.“Release” means, when used with respect to Hazardous Material, any spilling, leaking, pumping, pouring, emptying, discharging, injecting, escaping, leaching, dumping, or disposing on, under or about the License Area, other City Property or the environment.“RF” means radio frequency or electromagnetic waves between 30 kHz and 300 GHz in the electromagnetic spectrum range.“RF Compliance Report” means a report prepared and certified by an RF engineer and approved by the City that certifies that the proposed facility, as well as any existing collocated facilities, will comply with applicable federal RF exposure standards and exposure limits. The RF report must include the actual frequency and power levels (in watts ERP) for all existing and proposed Equipment at the site and must include exhibits that show the location and orientation of all transmitting Equipment and the boundaries of areas with RF exposures in excess of the uncontrolled/general population limit (as that term is defined by the FCC), if any, and also the boundaries of areas with RF exposures in excess of the controlled/occupational limit (as that term is defined by the FCC), if any. Each such boundary shall be clearly marked and identified for every transmitting antenna at the project site. “Site License” means the document, attached as Exhibit A, that, when fully executed, incorporates the provisions of this Master License and authorizes Licensee to install, operate, and maintain Equipment for the Permitted Use on the City Asset identified in the Site License. 2.SCOPE OF LICENSE2.1. License Area 2.1.1. Site License Issuance and Effect Subject to the terms and conditions in this Master License, the City will issue to Licensee one or more Site Licenses, which will grant Licensee a contractual privilege to use the space on the subject City Asset approved for the Equipment, which includes any conduits, pull boxes or other City Property specifically identified in the construction encroachment permit attached to the Site License. Any fully executed Site License will become effective on the first day of the month following the date on which the City executes and delivers the Site License to Licensee. 2.1.2. Limitations on License Areas
6 This Master License applies to only City Assets identified in a final and fully executed Site License. This Master License does not authorize Licensee or any other persons or entities to enter on or to use any other City Property, except the License Areas specified in any fully executed Site Licenses. Furthermore, neither this Master License nor any Site License authorizes or confers any rights to Licensee or any other persons or entities to use any portions of the public rights-of-way, or any improvements or other personal property within the public rights-of-way owned by any third parties. The City reserves the absolute right to reject any incomplete permit application or Site License submitted to the City. City shall review and approve or reject any permit application or Site License within the period of time allowed under State and Federal regulations, including but not limited to, any “shot clock” regulations provided by the Federal Communications Commission. Licensee shall notify the City of their demand to the City to make a decision within any applicable State or Federal law by citing the applicable law or regulation at the time the application is submitted. 2.2. Limitations on Licensee’s Interests 2.2.1. Limited Interest Created Licensee expressly acknowledges and agrees that: (1) Licensee does not have any rights to use or interest in any City Asset for any purpose whatsoever until and unless the City issues a Site License for such City Asset; and (2) neither this Master License nor any Site License issued pursuant to this Master License creates or will be deemed to create any leasehold, easement, franchise or any other possessory interest or real property interest whatsoever in the License Area. 2.2.2. Limited Rights Created Any Site License the City approves pursuant to this Master License grants to Licensee only a non-possessory license to enter on and use the License Area for the Permitted Use. Licensee expressly acknowledges and agrees that: (1) neither this Master License or any Site License will be coupled with an interest; (2) the City retains legal possession and control over all City Assets for the City’s operations, subject to Licensee’s interest under the terms and conditions in this Master License and any Site License; (3) except as specifically provided otherwise in this Master License, the City may enter into any agreement with third parties in connection with use and occupancy of City Assets and other City Property; and (4) neither this Master License nor any Site License creates or will be deemed to create any partnership or joint venture between the City andLicensee.2.2.3. No Impediment to Municipal Uses Except as specifically provided otherwise in this Master License, neither this Master
7 License nor any Site License limits, alters, or waives the City’s right to use City Assets or the public’s use of any License Area, if the License Area is public right-of-way or public property, in whole or in part as infrastructure established and maintained for the City’s and the public’s benefit. 2.3. Diminutions in Light Air and Signal In the event that any existing or future structure diminishes any light air or signal propagation, transmission or reception, whether erected by the City or not, Licensee shall not be entitled to any reduction in any License Fee, Additional Fees or any other sums payable to the City under this Master License or any Site License. The City shall have no liability to Licensee whatsoever and such diminution will not affect this Master License, any Site License or Licensee’s obligations except asexpressly provided in this Master License, so long as City has complied with all applicable environmental review requirements. 2.4. License Area Condition2.4.1. “As-Is and With All Faults” Condition Licensee expressly acknowledges and agrees to enter on to and use the License Area in its “as-is and with all faults” condition. The City makes no representations or warranties whatsoever, whether express or implied, as to the License Area’s condition or suitability for Licensee’s use. Licensee expressly acknowledges and agrees that neither the City nor its Agents have made, and the City expressly disclaims, any representations or warranties whatsoever, whether express or implied, with respect to the physical, structural or environmental condition of the License Area, the present or future suitability of the License Area for the Permitted Use or any other matter related to the License Area.3. TERM 3.1. Master License Term The term under this Master License (the “Term”) will commence on the Effective Date and will terminate ten (10) years from the Effective Date (the “Expiration Date”), unless extended or terminated in accordance with this Master License. Provided that Licensee is not in default of the Master License following written notice and the expiration of any applicable cure period, this Master License may be renewed, subject to City’s review of Licensee’s renewal request, for two (2) successive five (5) year renewal terms (each, a “Renewal Term”), unless Licensee gives City written notice of the intent not to renew this Master License at least six (6) months prior to the expiration of the initial Term or any Renewal Term, as
8 applicable. City shall review and approve Licensee’s renewal request within thirty (30) business days after Licensee’s submission to the City. After City’s failure to respond in writing to Licensee's renewal request within thirty (30) business days of receipt, the renewal request will be automatically approved for one five (5) year renewal. 3.2. Site License Term The term of each Site License will be set forth in each Site License. The expiration of this Master License shall not affect the application of its terms to any Site License issued during the Term. 4.FEES AND OTHER PAYMENTS4.1.License FeesDuring any period in which the FCC Order is in effect, the Licensee shall pay as consideration to City for Licensee’s deployment of Licensee’s Equipment on any City Asset under a Site License, the annual amount of $270.00 per City Asset covered by a Site License (“License Fees”). License Fees for each City Asset shall be paid yearly in advance of the Site License Commencement Date of the applicable Site License, and on each January 1 thereafter. The License Fees will automatically increase on January 1 of each year by 3% over the License Fee payable in the preceding year. 4.2. Administrative Fees 4.2.1. Revocable and Construction Encroachment Permit FeesAt the time Licensee delivers to the City a revocable encroachment permit application and a partially executed Site License, Licensee shall pay to the City the applicable permit fees, as established by the City Council. The Parties agree that these fees represent a reasonable estimate of the City’s administrative costs to review each application and the City shall not be obligated to commence its review of a revocable encroachment permit application until the City receives the fee. The Encroachment Permit Fees will be collected by the City based on the Adopted Annual Fee Schedule by the City Council. 4.2.2. DELETEDThis section deleted with agreement of both parties. 4.2.3. Administrative FeesThe City will not be obligated to commence its review for any permit applications until it receives the required Administrative Fees.
9 4.3. Late ChargesIn the event that Licensee fails to pay any License Fee, Additional Fee, Administrative Fees or any other amount required under this Master License owed to the City within ten (10) days after the due date, such amounts will be subject to a late charge equal to ten percent (10%) of unpaid amounts.4.4.Default InterestAny License Fees, Additional Fees, Administrative Fees, and all other amounts payable to the City other than late charges will bear interest at ten percent (10%) per annum from the due date when not paid within ten (10) days after the due date. Any sums received shall be first applied toward any interest, then to the late charge and lastly to principal amount owed. Any interest or late charge payments will not alone excuse or cure any default by Licensee. 4.5. Payment Procedures Licensee shall pay all License Fees, Additional Fees, Administrative Fees and all other amounts payable to the City in cash or other immediately available funds by (1) check payable to City of Fairfield; (2) electronic wire transfer to an account specified by the City; or (3) any other means approved by the City. Any payment made with a dishonored check will be deemed unpaid and will incur an additional non-sufficient funds fee of $25.00. 5. USES 5.1. Permitted Use Licensee may use the License Area solely for the installation, operation, and maintenance of Equipment for the provision of communications services (the “Permitted Use”) in compliance with all applicable Laws and any conditions in any Regulatory Approvals and for no other use whatsoever without the City’s prior written consent, which consent the City may not unreasonably withhold, condition or delay.5.2. Signs or Advertisements Except for signs and notices required by Law which Licensee has the right to post and install, Licensee acknowledges and agrees that its rights under this Master License and any Site License(s) do not authorize Licensee to erect, post or maintain, or permit others to erect, post or maintain, any signs, notices, graphics, or advertisements whatsoever on the License Area. Licensee agrees to submit any signs and notices requiring physical mounting, through the use of hardware, to the City for review and consideration. When
10 feasible, signs and notices shall be attached to City Assets via adhesives or similar, non-invasive means.6.SITE LICENSES6.1. City Approval Required Licensee shall not have any right to use the License Area in whole or in part for any purpose until and unless the City approves a Site License. Subject to any express limitations in this Master License, the City will not be obligated to subordinate its municipal functions or proprietary interest in any manner whatsoever to Licensee’s interest under any Site License. When the City considers whether to approve or disapprove any Site License, the City may consider any matter that affects its municipal functions or proprietary interests, which include without limitation: (1) Licensee’s proposed plans and Equipment specifications; (2) compliance with any applicable Laws; (3) impacts on the City’s street light operations or operation of any City equipment currently operating on the Pole; (4) any potential hazards or unsafe conditions that could result from Licensee’s installation, operation or maintenance; (5) any potential visual or aesthetic impacts provided the proposed Equipment is in conformance with objective design standards adopted by the City; (6) the additional load the proposed Equipment would create only if: (a) such additional load would exceed permitted capacity; and (b) the City Asset could not be replaced to support Licensee’s proposed Equipment; and (7) any municipal plans for the City Asset or right-of-way in proximity to the City Asset. 6.2. Design Guidelines The Parties agree that all permit applications will be subject to the requirements set forth in the City of Fairfield’s municipal code and any regulations, such as its Small Cell Design and Deployment Standards (“Design Guidelines”) as they may be amended from time to time. While the City may update and amend its Design Guidelines from time-to-time, such updated or amended Design Guidelines shall not apply retroactively to any Licensed Area unless required by Law. Nothing in this Section 6.2 is intended to limit or affect the City’s rights to approve or disapprove any Site License pursuant to Section 2.1.2 (Limitations on License Areas), Section 6.1 (City Approval Required), or any other provision in this Master License that expressly reserves the City’s right to approve or disapprove any Site License.6.3. Application Review For each Site License, the Licensee must submit a formal application, including all required documents and Equipment plans and specifications, for City’s review and approval which shall, at a minimum, identify the City Asset Licensee proposes to use and the basic design and location of Licensee’s Equipment. A formal application includes: (1)
11 three partially executed duplicate Site Licenses in the form attached as Exhibit A to this Master License; (2) a revocable encroachment permit application; (3) a completed Small Wireless Facility Permit Questionnaire; (4) the required Administrative Fees; (5) a general plan for master 5G infrastructure installation and phasing to the satisfaction of the Public Works Director or a designee and the Community Development Director or a designee; (6) a complete RF Compliance Report signed by an appropriately licensed professional; and (7) any other documents required by Laws, the Fairfield City Code, or any City regulations, including but not limited to the Design Guidelines. At the time Licensee submits a revocable encroachment permit application and a completed Small Wireless Facility Permit Questionnaire to the City, Licensee shall mail notice to the affected landowners and tenants consistent with the requirements set forth in the Design Guidelines for pre-construction notice. 6.4.Permit Application Review ProceduresThe City will review complete Site License applications within applicable timeframes and pursuant to applicable Law and Fairfield City Code, taking into account any tollingperiods for such timeframes. The City reserves the right to negotiate the terms of the form Site License, attached hereto at Exhibit A. 6.4.1. Site License Approval If the City approves a Site License for a License Area and Licensee receives a revocable construction encroachment permit from the City of Fairfield, the City will issue a notice to proceed (“NTP”) to Licensee. Attached to the NTP will be an approved construction encroachment permit and a fully executed Site License. 7. EQUIPMENT INSTALLATION7.1. Approved Plans and Equipment Installation Subject to the provisions of this Master License, the applicable Site License, and permits, i.e. construction encroachment permit, and or approvals required by applicable Law, Licensee has the right to erect, maintain, and operate Licensee’s Equipment on theLicense Area on the City Asset. Licensee has the right to do all work necessary toprepare, maintain, and alter the License Area for Licensee’s business operations consistent with the applicable individual Site License. Licensee must submit complete plans and equipment specifications with any revocable permit application and construction encroachment permit application, which must include without limitation all equipment, mounts, hardware, structure load calculations, utilities, cables, conduits, signage, concealment elements and other improvements proposed in connection withthe License Area.
12 7.1.1.Site Identification RequiredOn each licensed City Asset Licensee’s Equipment is installed, Licensee must install one identification plate in strict compliance with the size, material, form and substance as shown on Exhibit A-1 to the fully executed Site License. The identification plate must include Licensee’s corporate name and telephone number at which Licensee’s On-Call Representative can be reached at all times (24 hours per day and 7 days per week). Licensee must replace the identification plate within five (5) business days if any information on such plate changes. 7.1.2. Changes Required for Regulatory Approvals Licensee may amend previously approved plans when such changes are required to obtain or maintain compliance with other Regulatory Approvals necessary to install the Equipment. Any such changes will require the City’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Licensee shall submit an encroachment permit application, including all necessary application documents, to the City if any physical modifications to Equipment or the License Area is required. Licensee shall be issued an encroachment permit from the City, prior to making any modifications to the Equipment or License Area. Necessary documents may include an updated RF Compliance Report, in accordance with Design Guidelines, as defined in Section 6.2. The City will provide notice of its decision to Licensee in accordance with Section 27.1 (Notices). 7.1.3. Corrections to Approved Plans Licensee shall have the obligation to correct any errors or omissions in any approved plans and related Regulatory Approvals. Licensee shall send written notice to the City, within a reasonable time period, if Licensee discovers any such defects. Updates to the approved plans shall be reviewed and approved by the City Engineer prior to installation. Any approved plans and/or amendments to approved plans by the City will not release or excuse Licensee’s obligations under this Section 7.1.3. 7.2. Prior Regulatory Approvals Required Licensee shall not commence any work at the License Area until Licensee obtains all required Regulatory Approvals, which may include without limitation a revocable permit, a construction encroachment permit, a Site License, and any other applicablepermit obtained through any other City department. 7.3. Make-Ready Work and Costs 7.3.1.Licensee shall bear responsibility for all Make-Ready Work. If a person other than Licensee or City would have to rearrange or adjust any of its facilities
13 in order to accommodate new Equipment, Licensee shall be responsible, at Licensee’s sole expense, to coordinate such activity. Licensee shall be responsible for directly paying such other person for its charges for the same. If Licensee is requested by another person, in comparable circumstances, to relocate or adjust any Equipment to accommodate that person’s facilities, subject to City’s written approval of such relocation, and at no cost or expense to Licensee, Licensee shall reasonably cooperate with such request. 7.3.2. Construction, installation, and operation of the Equipment shall be conditioned on the completion of all Make-Ready Work needed to establishfull compliance with the National Electric Safety Code IEEE C2 (“NESC”) and the City’s regulatory rules and engineering standards; provided, however, that Licensee shall not be responsible for any third-party or City costs necessary to correct third party or Cityattachments that are non-compliant at the time of Licensee’s permit applications. 7.4.Installation; Strict Compliance with Approved PlansLicensee shall not commence any work at the License Area until the City provides an NTP with an executed Site License and the approved construction encroachment permit attached. Licensee shall perform all work in connection with the License Area in strict compliance with the approved permits and in a diligent, skillful and workmanlike manner. All installed Equipment shall be compliant with the Design Guidelines. After any work by Licensee at the License Area concludes, Licensee shall restore the License Area and any other City Property affected by such work to the condition that existed immediately prior to the work commenced, normal wear and tear excepted. 7.4.1. Licensee’s Alterations to City’s PropertyLicensee shall not remove, damage or in any manner alter any City Property without prior written consent from the City and any other public agency with jurisdiction over the subject City Property. The City may withhold its consent in its reasonable discretion and may reasonably condition its consent in each instance based on scope and nature of the proposed alterations. Licensee shall immediately notify the City if any removal, damage, or other alteration occurs to City Property for any reason and through any cause.7.4.2. Licensee’s Contractors Licensee and all of its contractors shall obtain all necessary licenses, including without limitation Contractor State Licensing Board licenses and a City of Fairfield Business License, prior to performing work on or about the License Area. Licensee shall use only qualified and trained persons and appropriately licensed contractors for all work performed on or about the License Area. Licensee shall provide written notice to the City at least fourteen (14) days prior to the commencement of any construction or installation on any part of the License Area, including: (1) a schedule with all activities
14 to be performed in connection with the work; and (2) a list with all the names, contractor’s license numbers and business addresses for all contractors who will perform the work. Licensee’s routine repair and maintenance of Licensee’s Equipment shall be subject to the terms of the individual construction encroachment permit issued to Licensee. 7.5. Labor and Materials Costs Licensee shall be responsible for all direct and indirect costs (labor, materials, and overhead) in connection with designing, purchasing, installing, operating, and maintaining all Equipment in accordance with the approved plans and all applicable Laws. Licensee shall also bear all costs to obtain and maintain all Regulatory Approvals required in connection with the installation, which includes without limitation all direct and indirect costs to comply with any approval conditions or mitigation measures that arise from Licensee’s proposed installation. 7.6. Project ManagersThe City and Licensee each designate the person listed in this Section 7.6 as its project manager to coordinate Licensee’s Equipment design and installation as well as serve as each party’s respective primary contact person for all design, engineering, construction and installation issues that may arise between the Parties in connection with this Master License. City’s Project Manager: Name: Ryan Panganiban Title: Assistant Public Works Director / City Engineer Phone: (707) 428-7017 Address: 1000 Webster Street Fairfield, CA 94533 Licensee’s Project Manager: Name: Marc Grabisch Title: Network Project Manager Phone: (925) 549-9671 Address: 5005 Executive PkwySan Ramon, CA 94583 Licensee acknowledges that the City’s project manager is not exclusively assigned to this Master License, and that the City’s project manager may not always be immediately available to Licensee or its project manager. Licensee further acknowledges that the authority delegated by the City to the City’s project manager is limited to the
15 administration of this Master License, any permit applications, and any approved Site Licenses. The Parties’ respective project managers will have no obligation to perform any term or covenant to be performed by the other party under this Master License. Notices to the Parties’ respective project managers alone will not be deemed effective notice for any purpose under this Master License. The Parties may designate a new project manager from time-to-time by written notice to the other party. 7.7. Coordination with the City Licensee must coordinate all its installation, construction, and other work on or about the License Area with the City so as to avoid any interference (physical, electronic or otherwise) with any existing utilities, substructures, facilities, City Property and the City’s municipal operations. 7.8.In-Kind ServicesIn the event that Licensee’s Equipment on the License Area includes any Licensee owned fiber-optic cables, conduit, or other wireless facilities that may help the City achieve its smart city goals and objectives, Licensee may, at the City’s and Licensee’s option grant the City a license to such facilities. Should City and Licensee agree for Licensee to provide in-kind services, such terms and conditions shall be specified as part of a subsequent Site License. 7.9. Title to Licensee’s Equipment and Other Improvements Except as specifically provided otherwise in this Master License, all Equipment and other improvements installed, constructed, or placed on or about the License Area by Licensee or its Agents or Invitees will be and remain at all times Licensee’s personal property. All structural improvements to any City Asset, including any replacement Pole as approved by the City and shown in the approved plans, will become City Property and will remain should Licensee vacate or abandon such License Area, unless the City elects in a written notice to Licensee that it does not wish to take title to such structural improvements, in which case Licensee shall remove such improvements at its sole cost and in a manner reasonably acceptable to City, and shall restore all affected areas by such removal to a condition compliant with all applicable Laws. Subject to Section 24 (Surrender of License Area), Licensee may remove its Equipment from the License Area at any time after thirty (30) days’ written notice to theCity.8. PUBLIC WORKS OPERATIONS 8.1. City’s Access to License Areas Except as specifically provided otherwise in this Master License, upon not less than 24 hours prior notice to Licensee at the following contact: NOC 800-638-2822, and Licensee
16 having an opportunity to be present, the City and its Agents have the right to access any License Area in whole or in part at any time, provided City or its Agents do not physically touch or otherwise interfere with Licensee’s Equipment. The City will not be liable in any manner whatsoever, and Licensee expressly waives any Claims for inconvenience, disturbance, lost business, nuisance or other damages that may arise from the City’s or its Agents’ access to the License Area, which includes any Equipment removed in an emergency or other exigent circumstances pursuant to Section 8.4 (Emergencies), except to the extent that the damage arises directly and exclusively from the gross negligence or willful misconduct of the City or its Agents and not contributed to by the acts, omissions or negligence of Licensee, its Agents or Invitees. The City will not be liable in any manner whatsoever, and Licensee expressly waives any Claims for inconvenience, disturbance,lost business, nuisance or other damages that may arise from the City’s or its Agents’ gross negligence or willful misconduct and not contributed to by Licensee’s or its Agents’ or Invitees’ acts, omissions or negligence. If City enters the License Area during an emergency and fails to give Licensee prior notice of such entry, City will give notice of City’s emergency access to the License Area within 24 hours of City’s entry to the License Areas. 8.2. Repairs, Maintenance and Alterations to Poles The City will: (1) maintain and repair Poles as needed, in its sole judgment, for its streetlight operations and other municipal functions; and (2) correct any immediately hazardous condition. If City requires the termination of electrical service to the Equipment in order to maintain or repair any City Asset, the City shall inform Licensee at the telephone number provided in Section 7.5, and the Parties shall coordinate in good faith to determine suitable dates and times to complete such actions. Licensee shall provide and install an emergency shut-off switch, which will terminate electrical service to all Equipment to allow the City to correct any immediately hazardous condition. If City uses Licensee’s emergency shut-off switch, City will notify Licensee at the telephone number provided in Section 7.5. Except as provided in Section 26 (Termination), and excluding conditions that arise from the City’s or its Agents’ gross negligence or willful misconduct, neither any City work on any City Asset nor any condition on any City Asset will: (1) entitle Licensee to any damages; (2) excuse or reduce any obligation by Licensee to pay any License Fees or Additional Fees or perform any covenant under this Master License; or (3) constitute or be construed as a constructive termination of this Master License or any Site License. 8.3. Repairs, Maintenance and Alterations to License AreasThe City may, at any time, alter, add to, repair, remove from and/or improve the License Area in whole or in part for any operational purpose, which includes without limitation maintenance and improvements in connection with street light services and compliance with Laws; provided, however, (1) the City makes a good-faith effort to provide notice to Licensee’s On-Call Representative; (2) the City allows Licensee’s representative to observe the City’s work; and (3) the City takes reasonable steps not to disrupt Licensee’s
17 ordinary operations on the License Area. If City requires the termination of electrical service to the Equipment in order to alter, add to, remove from, and/or improve the License Area, the City shall inform Licensee at the telephone number provided in Section 7.5, and the Parties shall coordinate in good faith to determine suitable dates and times to complete such actions. The provisions in this Section 8.3 will not be construed to allow Licensee’s ordinary operations to impede or delay the City’s authority and ability to make changes to the License Areas necessary to maintain streetlight services. 8.4.EmergenciesIn emergencies, the City’s work will take precedence over Licensee’s operations, which includes without limitation any Equipment operated on the License Area, and the City may access the License Area in whole or in part as the City deems necessary in its sole determination and in accordance with this Section 8.4, whether the City has notified Licensee of such emergency or other exigent circumstances or not. When safe and practicable, the City will notify Licensee of any emergency or other exigent circumstances that requires the City to remove or replace any City Asset and will allow Licensee to remove its Equipment before the City removes or replaces the City Asset; provided, however, that the City will remove the Equipment from the City Asset when in the City’s sole determination it would (1) be unsafe or not practicable to wait for Licensee to perform the work; (2) cause significant delay; or (3) otherwise threaten or compromise public safety or public services. In order to allow City to remove Equipment under this Section, Licensee shall provide and install an emergency shut-off switch which will terminate electrical service to all Equipment in the event of an emergency. If City uses Licensee’s emergency shut-off switch, City will notify Licensee at the telephone number provided in Section 7.5. The City will remove any Equipment with reasonable care and store the Equipment for retrieval by Licensee. Licensee shall have the right to reinstall such removed Equipment or equivalent Equipment at Licensee’s sole expense on the repaired or replaced Pole and in accordance with Section 7 (Equipment Installation). The City’s removal of Licensee’s Equipment in emergencies or other exigent circumstances will not be deemed to be a forcible or unlawful entry onto the License Area or any interference with Licensee’s contractual privilege to use the LicenseArea. 9. LICENSEE’S MAINTENANCE OBLIGATIONS9.1. Damage to City Assets 9.1.1. Notice to the City Licensee agrees to give the City notice of the need for any repair to a City Asset promptly after Licensee discovers any damage from any cause. Licensee’s agreement to provide notice is not an assumption of liability for any life-threatening or hazardous conditions unless caused by the acts, omissions or negligence of Licensee or its Agents or Invitees.
18 Failure to provide such notice will not be considered a default under this Master License. If Licensee discovers damage, Licensee shall promptly notify the City.9.1.2.Damage Caused by LicenseeIf any use or maintenance by Licensee or its Agents or Invitees cause any damage to any License Area, Licensee must repair such damage within thirty (30) days after the City provides a notice to Licensee that describes such damage. The City may extend such 30-day cure period if the cure reasonably requires more time. Should Licensee fail to act promptly or in accordance with this requirement, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Licensee shall pay to the City all reasonable costs incurred to repair such damage plus fifteen percent (15%) within thirty (30) days of Licensee’s receipt of billing and supporting documentation for such work by City. 9.1.3. No Right to Repair Absent notice from the City with a demand to cure any damage to a City Asset, Licensee is not authorized to make any repairs to any City Asset. Licensee expressly waives all rights it may have under any applicable Laws to make repairs at the City’s expense.9.2. Equipment MaintenanceLicensee shall, at its sole cost and expense, install, maintain, and promptly repair any damage to any Equipment installed on the License Area whenever repair or maintenance may be required, subject to the City’s prior approval if required under Section 7 (Equipment Installation). Licensee is not required to seek the City’s prior approval for any Equipment repair, maintenance, replacement, or other installation on the License Area when such Equipment is shown on the approved permits. Licensee must obtain the City’s prior written approval for any Equipment repair, maintenance, replacement, or other installation that involves larger, different or additional Equipment than shown on the approved permits. 9.3. Graffiti Abatement Licensee’s repair and maintenance obligation includes the removal of any graffiti from Licensee’s Equipment within seven (7) days after the City notifies Licensee.9.4. Standard of Work All work performed by or for Licensee under this Master License, shall be: (1) at Licensee’s sole cost and expense; (2) performed only by qualified and trained persons and appropriately licensed contractors; (3) performed in a manner and with equipment and materials that will not interfere with or impair the City’s operations; (4) constructed
19 to the reasonable satisfaction of the City Engineer; and (5) compliant with all applicableLaws.9.5.InspectionsUpon City’s sixty (60) days’ prior written request, no more than one time every two (2)years, Licensee shall perform an inspection of all Equipment. Upon the City’s request, Licensee shall furnish, within sixty (60) days, a written report to the City on the condition of such Equipment that includes, without limitation, any identified concerns and corrective action taken or planned to be taken. If Licensee’s inspection reveals any maintenance concerns in connection with any License Area, Licensee shall promptly notify the City. Licensee shall provide the City with at least thirty (30) days’ prior written notice before it commences any inspection. Licensee shall permit any City employee or third-party consultant to observe any inspection activities and may make reasonable accommodations as needed to facilitate such observations; provided that any third-party consultant will be required to agree to a reasonable confidentiality agreement as may be requested by Licensee. 10. LIENS Licensee shall keep the License Area free and clear from any and all liens in connection with any work performed, material furnished, or obligations incurred by or for Licensee. Licensee shall inform each and every contractor and material supplier that provides any work, service, equipment or material to Licensee in any way connected with Licensee’s use of the License Area that the License Area is public property and is not subject to mechanics’ liens or stop notices for Equipment or other materials or services provided for Licensee’s Equipment. If Licensee does not cause the release of lien of a mechanic’s lien or stop notice by any contractor, service provider or equipment or material supplier purporting to attach to the License Area or other City Property within thirty (30) days after notice or discovery of the lien, the City will have the right, but not the obligation, to cause the same to be released by any means it deems proper, including payment of the Claim giving rise to such lien. Licensee must reimburse the City for all expenses it incurs in connection with any such lien (including reasonable attorneys’ fees) within thirty (30) days following receipt of the City’s demand together with copies of invoices or other evidence to document the costs incurred. Licensee shall give the City at least ten (10) days’ prior notice of commencement of any construction or installation on any part of the License Area except for minor and routine repair and maintenance of Licensee’s Equipment. Licensee shall not create, permit, or suffer any other encumbrances affecting any portion of the License Area.11. UTILITIES Except to the extent the City authorizes connection to its Infrastructure in accordance with the rules, regulations, and policies of PG&E, which authorization the City shall not
20 unreasonably withhold, Licensee shall be solely responsible for obtaining and maintaining the provision of electricity to Licensee’s Equipment, including, but not limited to, making payments to electric utilities and installation of separate electric meters, if necessary. Licensee shall comply with all Laws and rules and regulations of the electric utility relating to installation and connection of Licensee’s Equipment to electricity. Additionally, Licensee shall have the right, at Licensee’s sole cost, to replace existing lighting on a City Pole utilized by Licensee either with LED or other form of energy saving lighting design reasonably approved by City, and City will own, operate, maintain and repair the replacement lighting. If granted a choice between a pole-mounted Smart Meter and a pedestal-mounted meter, Licensee must choose a pole-mounted Smart Meter. Pedestal-mounted meters will only be allowed if no alternative is available. 12.TAXES AND ASSESSMENTS12.1. Possessory Interest Taxes Licensee understands and acknowledges that this Master License may create a possessory interest subject to taxation and that Licensee will be required to pay any such possessory interest taxes. Licensee further understands and acknowledges that any sublicense or assignment permitted under this Master Agreement and any exercised options to renew or extend this Master License may constitute a change in ownership for taxation purposes and therefore result in a revaluation for any possessory interest created under this Master License. 12.2. Licensee’s Tax ObligationsLicensee agrees to pay when due and prior to delinquency any and all taxes, assessments, charges, excises and exactions whatsoever, including without limitation any possessory interest taxes, that arise from or in connection with Licensee’s use within the License Area or Licensee’s Equipment that may be imposed on Licensee under Law. Licensee shall not allow or suffer any lien for any taxes, assessments, charges, excises or exactions whatsoever to be imposed on the License Area or Licensee’s Equipment. In the event that the City receives any tax or assessment notices on or in connection with the License Area or Licensee’s Equipment, the City shall promptly (but in no event laterthan 30 calendar days after receipt) forward the same, together with reasonably sufficient written documentation that details any increases in the taxable or assessable amount attributable to Licensee’s Equipment.13. COMPLIANCE WITH LAWS13.1. Compliance with Current and Future Laws Licensee shall install, operate and maintain the Equipment, and shall perform all work
21 in connection with such installation, operation and maintenance, in strict compliance with all applicable Laws and all conditions in any Regulatory Approvals issued in connection with the Equipment or its installation and operation. City agrees to comply with all Laws relating to City’s ownership and use of City Assets and City Property and any improvements on the Property. The Parties agree that Licensee’s obligation to comply with all Laws is a material part of the bargained-for consideration under this Master License, irrespective of the degree to which such compliance may interfere with Licensee’s use or enjoyment of the License Area, the likelihood that the Parties contemplated the particular Law involved and whether the Law involved is related to Licensee’s particular use of the License Area. 13.2. Licensee’s Personnel 13.2.1.Personnel Training and CertificationLicensee shall ensure that all persons who install, operate, or maintain the Equipment are appropriately trained and licensed by the California State Contractors Licensing Board as required under applicable CPUC rules and regulations. Licensee shall ensure that such persons are trained in and observe all safety requirements established by the City, the CPUC and the California Division of Occupational Safety and Health, Department of Industrial Relations, which includes without limitation site orientation, tag-out and lock-out de-energization rules, ladder and lift restrictions and track and street right-of-way safety requirements. 13.2.2. Licensee’s Indemnification for Personnel Injuries Licensee acknowledges that: (1) the City has delegated to Licensee control over the License Area at any time in which Licensee or its Agents are installing, operating, or maintaining the Equipment; and (2) the City is not a co-employer of any employee of Licensee or any employee of Licensee’s Agents, and to the extent allowed by Law, the City shall not be liable for any Claim by Licensee’s or its Agent’s employee(s). Licensee agrees to fully indemnify, defend and hold the City harmless in the same manner as provided in Section 18 (Licensee’s Indemnification Obligations) against any Claim by any employee of Licensee or its Agents that arises in connection with Licensee’s or its Agents’ access, uses or other activities on or about the License Area.13.3. Compliance with CPUC GO 95 Licensee shall conduct all activities on the License Area in accordance with CPUC General Order 95 and the rules and other requirements enacted by the CPUC under that General Order, as applicable and as amended. 13.4. Compliance with Building and Electric Codes
22 Licensee shall conduct all activities on the License Area in accordance with the requirements of all applicable codes and regulations related to building and construction safety, which includes without limitation the California Building Code, the California Electric Code, the National Electric Safety Code, and any applicable local building electrical code, as those codes exist now or may be amended in the future. To the extent that CPUC General Order 95 does not address cellular telephone antenna installations on City Assets carrying electrical lines, Licensee shall apply applicable provisions of the NESC, with particular attention to paragraphs 224, 235C, 235F, 238, 239 and 239H and sections 22, 41 and 44. Where any conflict exists between the California Building Code, the NESC, the California Electric Code, any local code and CPUC General Order 128, the more stringent requirements will apply. 13.5.Compliance with RF Exposure RegulationsLicensee’s shall comply with all applicable FCC standards related to maximum permissible exposure to RF or EMF emissions on or about the License Area which results from Licensee’s Equipment. Licensee must provide to the City an RF Compliance Report and all other reports required by the Fairfield City Code and the Design Guidelines for each proposed City Asset on which the Licensee desires to install or operate its Equipment. 14. DAMAGE OR DESTRUCTION 14.1. City’s Rights After Damage or Destruction In the event the License Area in whole or in part becomes damaged due to any cause, the City: (1) will have no obligation whatsoever to repair or replace the damaged License Area; and (2) may, in the City’s sole and absolute discretion, elect to take any of the following actions:14.1.1. Election to Repair or Replace Damaged Pole Within 30 days after the date on which the City discovers damage or destruction of a City Asset licensed to Licensee, the City will give Licensee notice of the City’s decision whether to repair or replace the damaged City Asset and its good faith estimate of the amount of time it will need to complete the work. If the City cannot complete the work within 30 days after the date that the City specifies in its notice, or if the City elects not to do the work, then Licensee will have the right to terminate the affected Site License on 30 days’ written notice to the City. 14.1.2. Election to Remove Damaged PoleIf the City elects to remove, rather than repair or replace, a damaged City Asset licensed to Licensee, and Licensee elects not to make such repair or replacement, then the
23 applicable Site License will automatically terminate on the last day of the month in which the removal occurs.14.1.3.Election to Remove Equipment from Damaged PoleIf the acts of third parties or an act of nature or other force majeure circumstance outside the control of Licensee or its Agents or Invitees destroys or damages any City Asset to such an extent that, in the Licensee’s reasonable determination, the Equipment on the City Asset cannot be operated, the Licensee may decide to terminate the affected Site License on 30 days’ written notice to City and Licensee will remove the Equipment from the damaged City Asset before the termination date specified in the City’s notice. 14.2.Licensee’s Rights upon TerminationAfter the Site License is terminated pursuant to this Section 14, the City will: (1) refund any pre-paid License Fee in connection with the terminated Site License on a pro-rata basis determined by the number of months left in the current License Year at the time such termination occurs. 14.3. Waiver of Statutory Rights The Parties understand, acknowledge and agree that this Master License fully governs their rights and obligations in the event that any licensed City Asset become damaged or destroyed, and, to the extent applicable, the City and Licensee each hereby waives and releases the provisions in California Civil Code §§ 1932(2) and 1933(4) or any similar Laws. 15. ASSIGNMENT AND OTHER TRANSFERS 15.1.General RestrictionLicensee may assign its interests or rights, whether in whole or in part, in connection with this Master License, any Site License or the License Area only in accordance with the conditions of this Article 15, provided, however, that Licensee shall remain liable for any outstanding obligations incurred prior to such assignment.Assignment Procedures15.1.1. Assignment Notice Licensee shall provide thirty (30) days’ prior written notice to City prior to any Assignment of the Wireless Telecommunication Facilities or any part thereof; provided: (i) no Assignment shall be effective before Licensee has completed construction of all of the Wireless Telecommunications Facilities covered by this Agreement unless and
24 until City provides its written consent, which consent may be withheld or subject to conditions; (ii) no Assignment shall be effective at any time unless and until the Assignee agrees in writing to comply with and be subject to all the terms and conditions of this Agreement and the Code; and (iii) Licensee provides any information, including financial statements or references of the Assignee, as requested by City. The Assignment, transfer, or delegation of the rights and obligations of Licensee hereunder in their entirety to Licensee’s financially viable parent, subsidiary, successor, or affiliate under common control shall not require consent and shall be effective upon written notice to the City. 15.1.2. Conditions In addition to any preceding requirements, all Assignments executed under this Article 15 are subject to all the following conditions: (a) the Assignee uses the License Area only for the Permitted Use and holds all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area; (b) Licensee provides the City with notice thirty (30) days before the effective date of assignment, stating the contact information for the proposed Assignee and providing financial information establishing that the proposed Assignee has the capital and fiscal qualifications greater than or equal to Licensee’s; and (c) Licensee is in good standing under this Master License and any Site License. 15.2. Effect of Assignment No Assignment by Licensee will relieve Licensee of any obligation on its part under this Master License, unless expressly provided in writing signed by the City. Any assignment that is not in compliance with this Article 15 will be void and be a material default by Licensee under this Master License without a requirement for notice and a right to cure. The City’s acceptance of any License Fee or other payments from a proposed assignee will not be deemed to be the City’s consent to such Assignment, recognition of any Assignee, or waiver of any failure of Licensee or other transferor to comply with this Section 15. 15.3. Assumption by Assignee Each Assignee shall assume all obligations of Licensee under this Master License and each assigned Site License and will be and remain liable jointly and severally with Licensee for all obligations to be performed by Licensee. The failure or refusal of an Assignee to execute a written instrument of assumption will not release such Assignee from its liability as set forth in this Section. Licensee shall reimburse the City on demand for any costs that the City incurs in connection with an assignment performed under this Article 15, including the costs of investigating the acceptability of the proposed Assignee and associated legal costs.
25 15.5. Licensee’s CustomersLicensee may provide capacity to Licensee’s customers using, or permit such customers to use, the Equipment installed by Licensee without the City’s consent required in this Section provided that: (1) Licensee remains solely responsible for such Equipment; and (2) such use by Licensee or Licensee’s customers does not involve any physical changes to the Equipment other than changes permitted in writing by the City. In any other case, Licensee may provide capacity to Licensee’s customers using, or permit such customers to use, the Equipment installed by Licensee upon prior written notice to the City that (a) identifies the customer who will be using the Equipment and the location(s) where such use will occur; and (b) includes the appropriate annual License Fee for the additional carrier, prorated to account for any partial year. Thereafter, Licensee shall pay the additional carrier fee each year in the same manner as the License Fee so long as the additional carrier continues to use the Equipment. Notwithstanding anything in this Master License to the contrary, Licensee shall not be required to pay any additional fee to allow Licensee’s customers to use the wireline portions of the Equipment for data transport, backhaul or similar services. 16. DEFAULT 16.1. Events of Default by Licensee Any of the following will constitute an event of default by Licensee under this Master License, if such failure is in relation to the Master License as a whole or any individual Site License(s) issued under it, if such failure is in connection solely with such Site License: (1) Licensee fails to pay any sums due to the City within thirty (30) days after notice from the City; (2) Licensee fails to perform or comply with any other obligation or representation made under this Master License or any Site License, if the failure continues for forty-five (45) days after the date of notice from the City, or, if such default is not capable of cure within the 45-day period, Licensee fails to commence to cure within such 45-day period and thereafter fails to diligently complete such cure within a commercially reasonable time period after the City’s notice; or (3) for a failure in connection solely with the applicable Site License, Licensee removes its Equipment or abandons the License Area for a continuous period of more than sixty (60) days, such that the License Area is no longer being used for the Permitted Use; or (4) any of the following occurs: (i) the appointment of a receiver due to Licensee’s insolvency to take possession of all or substantially all of the assets of Licensee; (ii) an assignment by Licensee for the benefit of creditors; or (iii) any action taken by or against Licensee under any insolvency, bankruptcy, reorganization, moratorium, or other debtor relief Laws, if any such receiver, assignment, or action is not released, discharged, dismissed, or vacated within sixty (60) days. 16.2. City’s Remedies In addition to all other rights and remedies available to the City at law or in equity, the City
26 will have the following remedies following the occurrence of an event of default by Licensee.16.2.1.License ContinuationWithout prejudice to its right to other remedies, the City may continue this Master License and applicable Site License(s) in effect, with the right to enforce all of its rights and remedies, including the right to payment of License Fees, Additional Fees, and other charges as they become due. 16.2.2. Site License Termination If a default specific to one or more Site License(s) is not cured by Licensee within the applicable cure period, if any, as specified in Section 16.1 (Events of Default by Licensee), the City may terminate each Site License in default.16.2.3. Master License Termination If Licensee’s default is in relation to the Master License as a whole and the default materially affects the purposes of this Master License, the City may terminate this Master License in whole or in part. Termination of this Master License in whole will terminate all Site Licenses issued under it automatically and without the need for any further action by the City. In either case, the City will deliver notice to Licensee providing 30-days’ notice of termination and specify whether the termination affects the entire Master License or only certain Site Licenses in the notice. The City will specify the amount of time Licensee will have to remove its Equipment from any affected City Asset, which will be at least thirty (30) days after the date of the City’s notice for up to 50% of licensed City Assets and an additional thirty (30) days for more than 51% of licensed City Assets. If Licensee does not remove its Equipment within the specified period, the City will be entitled to remove Licensee’s Equipment from the City Asset. The City will have the right to make any terminated portion of the License Area available for license to other parties as of the effective date of the termination, even if Licensee’s Equipment is still on the City Asset. 16.2.4. Default FeesWithout limiting the City’s other rights and remedies under this Master License, the City may require Licensee to pay reasonable additional fees for the City’s actual administrative cost in providing notice or performing inspections for the events described below (each, a “Default Fee”) by giving notice of the City’s demand that Licensee cure the default and specifying the cure period. The Default Fee for the initial notice from the City will be due and payable to the City thirty (30) days after delivery of notice to Licensee. In addition, if Licensee fails to cure the condition within the cure period set forth in the initial notice, and the City then delivers to Licensee a follow-up
27 notice requesting compliance, then the Default Fee for the follow-up notice will be due and payable to the City thirty (30) days after delivery of the follow-up notice to Licensee. Default Fees will apply to any of the following events: (1) Licensee constructs or installs any alteration or improvement without the City’s prior approval as required by Section 6 (Site Licenses), Section 7 (Equipment Installation), or Section 7.3.1 (Alterations to City’s Property) of this Master License; (2) Licensee fails to cure damage required by Section 9 (Licensee’s Maintenance Obligations) on a timely basis; (3) Licensee fails to notify the City, through its project manager, before accessing the License Area or following the plan approval procedures as set forth in Section 7 (Equipment Installation); or (4) Licensee fails to provide evidence of the required insurance coverage described in Section 18 (Insurance) on a timely basis. 16.2.5.Licensee’s RemediesLicensee’s sole remedy for the City’s breach or threatened breach of this Master License or any Site License issued under it will be an action for damages, subject to Section 19 (Limitations on City’s Liability). 16.3. Cumulative Rights and RemediesAll rights and remedies under this Master License are cumulative, except as otherwise provided.17. LICENSEE’S INDEMNIFICATION OBLIGATIONS A. To the maximum extent permitted by applicable Laws, Licensee, for itself and its successors and assigns, shall indemnify, defend, protect and hold the City, its officers, employees, agents, volunteers, Invitees and their respective heirs, legal representatives, successors and assigns (the “Indemnified Parties”), harmless from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses (collectively “Claims”), whether direct or indirect, incurred in connection with or arising in whole or in part from: (1) death or personal injury to any person or property damage or other loss that occurred on or about the License Area or arises in connection with Licensee’s or its Agents’ or Invitees’ authorized or unauthorized uses on or about the License Area; (2) any failure or refusal by Licensee to observe or perform any term, covenant or condition in this Master License to be observed or performed on Licensee’s part; (3) Licensee’s or its Agents’ or Invitees’ uses or occupancy, or manner of use or occupancy, of the License Area; (4) any exposure to RF emissions or EMFs from Licensee’s Equipment or uses on or about the License Area; (5) the License Area condition or any occurrence on or about the License Area attributable to the events described in clauses (1), (2), (3) or (4) in this Section 17; or (6) any act, omission or negligence of Licensee, its Agents or Invitees in, on or about the License Area or (7) any and all acts or
28 omissions otherwise relating to this License Agreement; all whether any negligence may be attributed to the Indemnified Parties or not, and all whether liability without fault is imposed or sought to be imposed on the Indemnified Parties, but except to the extent that such Claim(s) arise from the Indemnified Parties’ sole negligence or willful misconduct. Licensee’s obligations under this Section 17 include, without limitation, reasonable fees, costs and expenses for attorneys, consultants and experts, and the City’s costs to investigate any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the Indemnified Parties from any Claim that actually or potentially falls within this Section 17, even when the allegations in such Claim are groundless, fraudulent or false, and which obligation arises at the time the Indemnified Parties tender such Claim to Licensee and continues at all times until such Claim’s final resolution. Licensee shall, upon written notice and at Licensee’s sole cost and expense, resist and defend against such Claims with legal counsel acceptable to the City. The City shall not unreasonably withhold its consent to legal counsel selected by Licensee; provided, however, that the City may reject any legal counsel that: (1) has less than ten (10) years’ direct experience representing public agencies in similar actions or proceedings as that brought against the Indemnified Parties; (2) has any past disciplinary actions by any United States tribunal or state bar association; or, (3) has any actual or potential conflicts of interest with any Indemnified Parties. Licensee shall not, without the City’s written consent, enter into any compromise or settlement agreement on any Indemnified Parties’ behalf that: (a) admits any liability, culpability or fault whatsoever on any Indemnified City Parties’ part; or, (b) requires any Indemnified Party to take any action, which includes without limitation any change in the City’s policies, or pay any money. Nothing in this Master License shall be construed to limit or preclude any Indemnified Parties or their respective legal counsel from cooperating with Licensee and participating in any judicial, administrative or other litigation or proceeding.B. The provisions of this Section 17 shall not terminate or expire and shall survive the expiration or earlier termination of this Master License, and shall be given the broadest possible interpretation. 18. INSURANCE 18.1. Licensee’s Insurance As a condition to issuance of any Site License, Licensee must provide proof of compliance with the insurance requirements in this Section providing a Certificate of Insurance to the satisfaction of the City’s Risk Manager. 18.1.1. Required Coverages
29 Licensee shall carry and keep in effect at all times during the Term, at Licensee’s cost, insurance in the following amounts and coverages: (1) Commercial General Liability insurance per ISO form CG 00 01 or its equivalent (including premises operations; explosion, collapse and underground hazard; property damage; products/completed operations; contractual liability; independent contractors; personal and advertising injury) with limits of $1 million per occurrence and in the aggregate; (2) Worker’s Compensation Insurance per California statutory limits with Employer’s Liability Limits of $1 million each accident or disease or policy limit; (3) Commercial Automobile Liability Insurance with limit of $1 million each accident combined single limit for bodily injury and property damage, including owned and non-owned and hired vehicles. The required limits may be met by a combination of primary and excess or umbrella insurance. 18.1.2.Required EndorsementsCommercial General Liability Insurance and Commercial Automotive Liability Insurance policies must contain the following endorsements: (1) include the City, its officers, agents, employees and volunteers as additional insureds as respects to this Master License; (2) that such policies are primary insurance to any other insurance available to the additional insureds with respect to any claims that arise in connection with this Master License or subsequent Site License; (3) that such insurance applies separately to each insured against whom a claim is made or brought, except with respect to the limits; (4) that such policies provide for the severability of interests, and that an act or omission of one of the named insureds that would void or otherwise reduce coverage shall not void or otherwise reduce coverage as to any other named insured; and (5) that such policies shall afford coverage for all claims based on acts, omissions, injury or damage that occurred or arose (or the onset occurred or arose) in whole or in part during the policy period. Additional Insured Endorsement shall not exclude products/completed operations. 18.1.3.Cancellation NoticesLicensee shall provide at least thirty (30) days’ notice to Additional Insured, of any cancellation or non-renewal, or reduction of any required coverage that is not replaced and (ten (10) days’ notice for cancellation for non-payment).18.1.4. Claims-Made Policies In the event that any required insurance under this Master License is provided under a claims-made form, Licensee shall continuously maintain such coverage throughout the Term and, without lapse, for three (3) years after this Master License expires or terminates, to the effect that, should any event during the Term give rise to a Claim brought after this Master License expires or terminates, such claims will be covered under Licensee’s claims-made policies.
30 18.1.5.CertificatesOn or before the Effective Date, Licensee shall deliver to the City the required insurance certificates and additional insured endorsements from Licensee’s insurance providers on an ACORD form that evidences the required coverages under this Master License. In addition, Licensee shall promptly deliver to the City certificates and endorsements required herein after Licensee receives a request from the City. 18.1.6.Insurer QualificationsLicensee’s insurance providers must be licensed to do business in California and must meet or exceed an A.M. Best’s Key Rating A-VI or its equivalent. 18.1.7.Effective DatesThe City shall not authorize Licensee to install any Equipment on any City Asset until and unless the insurance coverages required to be carried by Licensee under this Master License have been obtained. Licensee shall ensure that the insurance coveragesrequired to be carried by Licensee under this Master License remain in effect at all times until all Equipment has been removed from the License Area. The requirements in this Section shall survive the expiration or termination of this Master License. 18.1.8. Licensee’s Self-Insurance Alternative Licensee shall not be permitted to meet its insurance obligations under this Master License through self-insurance without prior written consent from the City, which the City may withhold in its sole discretion for any or no reason. If the City consents to allow Licensee to self-insure as an alternative insurance program, such consent will not be deemed an amendment or implied waiver to any other requirement in this Master License. Any amendment to any insurance requirement must be in a written agreement. 18.1.9. No Limitation on Indemnification Obligations Licensee’s insurance obligations under this Article 18 in no way relieves or decreases Licensee’s liability under Article 17 (Licensee’s Indemnification Obligations) or any other provision in this Master License. 18.1.10. Right to Terminate The City may elect, in its sole and absolute discretion, to terminate this Master License on written notice to Licensee if Licensee allows any required insurance coverage to lapse and does not reinstate the lapsed insurance coverage within three (3) days after Licensee receives such written notice.
31 18.2.City’s InsuranceLicensee acknowledges that the City self-insures against casualty, property damage and public liability risks. The City agrees to maintain an adequate program of self- insurance for public liability risks during the Term and will not be required to carry any third-party insurance with respect to the License Area or otherwise. 18.3. Subrogation WaiverThe City and Licensee each hereby waive any right of recovery against the other party for any loss or damage sustained by such other party with respect to the License Area or any portion thereof or the contents of the same or any operation therein, whether or not such loss is caused by the fault or negligence of such other party, to the extent such loss or damage is covered by insurance obtained by the waiving party under this Master License or is actually covered by insurance obtained by the waiving party. Each waiving party agrees to cause its insurers to issue appropriate waiver of subrogation rights endorsements to the required policies relating to the License Area, but the failure to obtain any such endorsement will not affect the waivers in this Section. 18.4. Contractors’ Insurance Licensee shall provide evidence of insurance for all contractors that install, maintain, repair, replace or otherwise perform any work on or about the License Area as determined by Licensee consistent with the limits required of Licensee in this Article 18. 19. LIMITATIONS ON THE CITY’S LIABILITY19.1. General Limitations on the City’s Liability The City is not responsible or liable to Licensee for, and Licensee hereby waives all Claims against the City, its officers, employees, volunteers, and agents (collectively “City and its Agents” and releases the City and its Agents from, all Claims from any cause (except to the extent caused by the gross negligence or willful misconduct of the City and its Agents), including acts or omissions of persons using the sidewalk or street adjoining or adjacent to or connected with the License Area; utility interruption; theft; burst, stopped or leaking water, gas, sewer or steam pipes; or gas, fire, oil, or electricity in, flood, or vehicle collision on or about the License Area or other City Property.19.2. Consequential Damages City and Licensee expressly acknowledges and agrees that the License Fees and any other fees payable under this Master License do not take into account any potential liability of the City or Licensee for consequential or incidental damages. The City and Licensee would not be willing to enter into this Master License or any Site Licenses in the absence of a complete waiver of
32 liability, to the fullest extent permitted by Law, for consequential or incidental damages due to the acts or omissions of the City or Licensee or their Agents, and City and Licensee expressly assumes the risk with respect thereto. City and Licensee fully releases, waives and discharges forever any and all Claims against the each other for consequential and incidental damages arising out of this Master License or any Site License, including lost profits arising from the disruption to Equipment, any interference with uses conducted by Licensee under this Master License and Site Licenses, regardless of the cause, and whether or not due to the active or passive negligence or willful misconduct of the City or Licensee or their Agents, and covenants not to sue for such damages. Without limiting any Indemnification obligations of Licensee or other waivers contained in this Master License, in no event shall Licensee be liable to the City for any special, consequential, or indirect damages. 19.3.No Relocation AssistanceThis Master License creates no right in Licensee to receive any relocation assistance or payment for any reason under the California Relocation Assistance Law (Cal. Gov. Code §§ 7260 et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. §§ 4601 et seq.) or similar Law upon any termination of occupancy, except as provided in Section 15 (Condemnation). To the extent that any relocation law may apply, Licensee waives, releases, and relinquishes forever any and all Claims that it may have against the City for any compensation from the City except as specifically provided in this Master License upon termination of its occupancy of all or any part of the License Area. 19.4. Non-Liability for City Officials, Employees and Agents No elective or appointive board, agency, member, officer, employee, volunteer or other agent of the City will be personally liable to Licensee, its successors and assigns, in the event of any default or breach by the City or for any amount which may become due to Licensee, its successors and assigns, or for any obligation of the City under this Master License. 20. RECORDS 20.1. Accounting RecordsLicensee shall maintain, throughout the Term and the term of any Site License entered into during the Term, and for at least three (3) years after any Site License expires or terminates, the following records in physical format at Licensee’s place of business within Contra Costa County and in an electronic format: (1) site identification and location for all City Assets under active Site Licenses; (2) the amount and payment date for all License Fees paid to the City pursuant to this Master License; (3) all Regulatory Approvals issued in connection with the Equipment on City Assets; and (4) all
33 correspondence with the City in connection with any matter covered under this Master License. The City, or its designee, will have the right to inspect and audit Licensee’s records at Licensee’s place of business during regular business hours on ten (10) days’notice to Licensee. 20.2. Estoppel Certificates Licensee, at any time and from time-to-time on not less than 30 days’ notice from the City, shall execute, acknowledge and deliver to the City or its designee, a certificate of Licensee stating: (a) that Licensee has accepted the License Area (or, if Licensee has not done so, that Licensee has not accepted all or any part of the License Area and specifying the applicable portions of the License Area and reasons for non-acceptance); (b) the Commencement Dates of any Site Licenses then in effect; (c) the Effective Date and Expiration Date of this Master License; (d) that this Master License and Site Licenses are unmodified and in full force and effect or, if modified, the manner in which they are modified; (e) whether any defenses then exist against the enforcement of any of Licensee’s obligations under this Master License (and if so, specifying the same); (f) whether any of the City’s obligations under this Master License are outstanding (and if so, identifying any City obligations that Licensee believes that the City has failed to meet); (g) the dates, if any, to which the License Fees, Administrative Fees, and or other fees have been paid; and (h) any other information that may be reasonably required by the City or its designee. 21. RULES AND REGULATIONS At all times throughout the Term, Licensee shall faithfully comply with any and all reasonable rules, regulations and instructions that the City may from time-to-time establish and/or amend with respect to the License Area, provided same are subject to, and not inconsistent with, the terms and conditions of this Master License.22. SECURITY DEPOSIT22.1. Amount At the time Licensee starts construction of its first facility pursuant to a Site License under this Master License, Licensee must tender to the City for Surety Bond equal to $25,000 for the first 10 sites, and $25,000 additional Surety Bond for the next 10 sites, and an additional $25,000 Surety Bond for every 10 sites thereafter (the “Surety Bond”) to secure Licensee’s faithful performance of all terms, covenants and conditions in this Master License and any SiteLicense.22.2. Further Deposits In the event that the City applies or uses the Surety Bond in whole or in part to cure any
34 default by Licensee under this Master License or any Site License, Licensee shall replenish the Surety Bond in the amount and on the date specified in a written notice to Licensee. 22.3.ApplicationLicensee agrees that the City may use the Security Deposit in whole or in part to remedy any damage to the License Area caused by Licensee, its Agents or Invitees or any failure by Licensee to perform any term, covenant or condition in this Master License or any Site License (including without limitation any failure to pay any License Fee or other sums due under this Master License or any Site License after any default). If the City uses the Security Deposit in whole or in part, the City will not be deemed to have waived any rights under this Master License, or legal or equitable rights whatsoever. The City’s obligations with respect to the Security Deposit shall be in the nature of a debtor, and the City shall not be deemed to hold the Security Deposit in trust for any reason. The City may (but shall not be obligated to) keep the Security Deposit separate from general funds. Licensee shall not be entitled to any interest on the Security Deposit. 23. SURRENDER OF LICENSE AREA 23.1. Surrender No later than 60 days after the Expiration Date or other termination of this Master License or any Site License, Licensee shall peaceably remove its Equipment from the applicable portion of the License Area and surrender it to the City in good order and condition, normal wear and tear excepted, free of debris and hazards, and free and clear of all liens and encumbrances. No later than 60 days after the Expiration Date or other termination of this Master License or any Site License, as the case may be, Licensee shall remove Licensee’s Equipment and repair any damage resulting from the removal. Licensee’s obligations under this Section 23.1 will survive the Expiration Date or other termination of this Master License. 23.2. Abandonment At its option, the City may deem any items of Licensee’s Equipment that remain on a City Asset or otherwise on the License Area or other City Property more than 60 days after the Expiration Date of this Master License to be abandoned and in such case the City may dispose of the abandoned Equipment in any lawful manner after expiration of a 60-day period initiated by the City’s notice to Licensee to remove the Equipment. Licensee agrees that California Civil Code sections 1980 et seq. and similar provisions of the Civil Code addressing abandoned property by residential or commercial tenants do not apply to any abandoned Equipment.
35 23.3. Holding OverAny holding over after the Expiration Date with the express consent of the City will be construed to automatically extend the Term of this Master License for a period of one License Year at a License Fee equal to 150% of the License Fee in effect immediately before the Expiration Date, and the Master License otherwise will be on its express terms and conditions. Any holding over without the City’s consent will be a default by Licensee and entitle the City to exercise any or all of its remedies, even if the City elects to accept one or more payments of License Fees, Additional Fees or other amounts payable to the City from Licensee after the Expiration Date. 24.HAZARDOUS MATERIALS24.1.Hazardous Materials in License AreaLicensee covenants and agrees that neither Licensee nor any of its Agents or Invitees shall cause or permit any Hazardous Material to be brought upon, kept, used, stored, generated, disposed of or Released in, on, under or about the License Area or any other part of City Property, or transported to or from any City Property in violation of Environmental Laws, as defined in Section 24.2 (Licensee’s Environmental Indemnity), except that Licensee may use small quantities of Hazardous Materials as needed for routine operation, cleaning and maintenance of Licensee’s Equipment that are customarily used for routine operation, cleaning and maintenance of such equipment and so long as all such Hazardous Materials are contained, handled and used in compliance with Environmental Laws. Licensee shall immediately notify the City if and when Licensee learns of any Release by Licensee of Hazardous Material has occurred in, on, under or about the License Area or other City Property. 24.2.Licensee’s Environmental IndemnityLicensee agrees to defend, indemnify and hold harmless Indemnitees from and against any and all claims, losses, liabilities, damages, demands, actions, judgments, causes of action, assessments, penalties, costs and expenses (including without limitation, the reasonable attorneys’ fees, experts’ costs, court costs and interest) that arise or may be asserted against Indemnitees to the extent resulting from an actual violation (collectively "Environmental Claims") by Licensee of any present and/or future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise), including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 9601 through 9657, inclusive; Transportation of Hazardous Materials and Wastes (HMTA), 49 U.S.C. App. §§ 1801 through 1813, inclusive; the Federal Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §§ 6901 through 6992, inclusive; 40 C.F.R. Parts 260 through 271, inclusive; the California Hazardous Substance Account Act (HSAA), California Health
36 and Safety Code §§ 25300 through 25395, inclusive; the California Hazardous Waste Control Act (HWCA), California Health and Safety Code §§ 25100 through 25249, inclusive; the Porter-Cologne Water Quality Control Act, California Water Code §§ 13000 through 13999.16, inclusive; and the Underground Storage Tank Act (USTA), California Health and Safety Code §§ 24280 through 24299.7, inclusive, all as the same may be amended from time to time, relating to the environment or to any hazardous substance, activity or material connected with the condition of the License Areas(collectively "Environmental Laws"). This environmental indemnity shall survive the expiration or termination of this Master License as to Licensee’s activities taking place or occurring on or about the License Areas. This provision is in addition to, and does not limit, the obligations set forth in Section 17 of this Agreement. 25.TERMINATION25.1.Licensee’s Termination Rights25.1.1. Master License Termination Rights Licensee may, in Licensee’s sole discretion, elect not to extend this Master License at the end of the initial ten (10) year term or any subsequent extension terms with at least one (1) year’s written notice to the City at any time after the Effective Date. Licensee may not terminate this Master License during the initial ten (10) year term except as expressly provided in this Master License. 25.1.2. Site License Termination Rights Licensee may, in Licensee’s sole discretion, terminate any Site License on ninety (90) days’ written notice to the City at any time after twelve (12) months from the subject Site License Commencement Date so long as Licensee is not in default with respect to the subject Site License.25.1.3. Termination Rights after Pole Replacement If the City exercises its right to replace a City Asset, the City shall make a reasonable effort to provide Licensee with at least sixty (60) days’ notice. Within ninety (90) days after Licensee receives notice from the City, Licensee may elect to either: (1) install Licensee’s Equipment on the replacement City Asset at Licensee’s sole cost and expense; or (2) terminate the applicable Site License as to the replacement License Area. The term of the Site License will not be affected by the replacement. 25.2. City’s Absolute Right to Terminate Site Licenses The City may terminate a Site License upon sixty (60) days’ prior written notice for Licensee’s failure or refusal to fully and promptly comply with any and all of the material conditions of the Site License. Licensee shall have such extended periods as may be
37 reasonably required beyond the sixty (60) day cure period to cure any such noncompliance if the nature of the cure is such that it reasonably requires more than sixty (60) days to cure, and Licensee commences the cure within such sixty (60) day period and thereafter continuously and diligently pursues the cure to completion. The City may not terminate this Agreement unless and until Licensee has failed to cure the same within the time periods provided in this Section 25.2. 25.3. Licensee’s Rights after TerminationIf the City terminates any Site License for reasons unrelated to Licensee’s failure to perform its obligations under this Master License, such as the City relinquishing a City Asset as a public facility, the Licensee may submit permit applications for a new Site License to replace the terminated Site License. If Licensee opts not to submit permit applications for a replacement Site License, City shall refund any pre-paid Licensee Fee for the terminated Site License on a pro-rata basis. In addition, the City shall prioritize Licensee’s permit applications for any Site License to replace the terminated Site License; provided, however, that: (1) the City shall prioritize only as many permit applications as Site Licenses terminated by the City; and (2) the City’s prioritization will not affect Licensee’s obligations under this MasterAgreement. 26. INTERFERENCE 26.1. Licensee’s Obligation Not to Cause Interference In the performance and exercise of its rights and obligations under this Agreement, Licensee must not materially interfere with the existence and operation of any public or private rights-of-way, easements, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, electroliers, cable television and telecommunications facilities, utilities, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as authorized by applicable Laws or this Agreement. 26.2. City Termination on Grounds of Interference The City may terminate a Site License upon at least ninety (90) days’ prior written notice to Licensee if the City reasonably determines that the provisions herein interfere with the City’s use or disposal of the City’s public right-of-way or any part thereof; provided however, that where all or a portion of the Equipment interfere with the use or disposal of the City’s public right-of-way, and relocation is reasonably possible, the City shall reasonably allow Licensee to relocate such portion in accordance with the terms of this Agreement.
38 27. MISCELLANEOUS PROVISIONS 27.1.NoticesExcept as may be specifically provided otherwise in this Master License, all notices, demands or other correspondence required to be given to the City and Licensee under this Master License must be written and delivered through: (1) an established national courier service that maintains delivery records and confirmations; (2) hand delivery; or (3) certified or registered U.S. Mail with prepaid postage and return receipt requested, and addressed as follows: TO CITY:Public Works Department Attn: Ryan Panganiban Title: Assistant Public Works Director / City Engineer Phone: (707) 428-7017 Address: 1000 Webster Street Fairfield, CA 94533Email: [email protected] with a copy to: Richards Watson & Gershon Attn: Fairfield City Attorney David Lim One Sansome Street, Suite 2850 San Francisco, CA 94104 Email: [email protected] TO LICENSEE: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Master License Agreement (CA)1025 Lenox Park Blvd NE, 3rdFloorAtlanta, GA 30319With a copy to New Cingular Wireless PCS, LLCAttn: AT&T Legal Dept – Network OperationsRe: Master License Agreement (CA) 208 S. Akard Street Dallas, TX 75202-4206 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. Telephone, facsimile, and email information are provided for convenience and for couriers who may require such information, and any notice given solely through electronic means will not be deemed to be effective notice. Any copies required to be given constitute an administrative step and not actual notice. The Parties may change the notice addresses above from time to time by written notice to
39 the addresses above or the then-current notice address.27.2. Waiver; No Implied WaiversNo failure by either party to insist upon the strict performance of any obligation of the other under this Master License or to exercise any right, power or remedy arising out of a breach thereof, irrespective of the length of time for which such failure continues, will constitute a waiver of such breach. No acceptance by the City of full or partial payment of License Fees, Administrative Fees, or Additional Fees, or other fees during the continuance of any such breach will constitute a waiver of such breach or of the City’s right to demand strict compliance with such term, covenant, or condition, or operate as a waiver of any requirement of this Master License. No express waiver by either party of any default or the performance of any provision hereof will affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. One or more waivers of a default or the performance of any provision hereof by either party will not be deemed to be a waiver of a subsequent default or performance. The City’s consent given in any instance under the terms of this Master License will not relieve Licensee of any obligation to secure the City’s consent in any other or future instance under the terms of this Master License. 27.3. Amendments No part of this Master License (including all Site Licenses) may be changed, waived, discharged, or terminated orally, nor may any breach thereof be waived, altered or modified, except by a written instrument signed by both Parties.27.4. InterpretationThe following rules of interpretation apply to this Master License.27.4.1. General Whenever required by the context, the singular includes the plural and vice versa; the masculine gender includes the feminine or neuter genders and vice versa; and defined terms encompass all correlating forms of the terms (e.g., the definition of “indemnify” applies to “indemnity,” “indemnification,” etc.). 27.4.2. Captions The captions preceding the sections of this Master License and in the table of contents have been inserted for convenience of reference and such captions in no way define or limit the scope or intent of any provision of this Master License.
40 27.4.3.City ActionsAll approvals, consents or other determinations permitted or required by the City under this Master License will be made by or through the Public Works Director or designee, unless otherwise provided in this Master License or by the City Charter, Municipal Code, or any City ordinance. 27.4.4. Words of Inclusion The use of the term “including,” “such as,” or words of similar import when following any general or specific term, statement or matter may not be construed to limit the term, statement or matter to the stated terms, statements, or matters, whether or not language of non-limitation, such as “including, but not limited to” and “including without limitation” are used. Rather, the stated term, statement or matter will be interpreted to refer to all other items or matters that could reasonably fall within the broadest scope of the term, statement, or matter. 27.4.5. LawsReferences to all “Laws,” including specific statutes, relating to the rights and obligations of either party mean the Laws in effect on the Effective Date and as they are amended, replaced, supplemented, clarified, corrected, or superseded at any time while any obligations under this Master License or any Site License are outstanding, whether or not foreseen or contemplated by the Parties. 27.5. Successors and AssignsThe terms, covenants and conditions contained in this Master License bind and inure to the benefit of the City and Licensee and, except as otherwise provided herein, their successors and assigns.27.6. Brokers Neither party has had any contact or dealings through any licensed real estate broker or other person who could claim a right to a commission or finder’s fee in connection with this Master License or any Site License contemplated herein (“Broker”), whose commission, if any is due, is to be paid pursuant to a separate written agreement between such Broker and the party through which such Broker contracted. If any Broker perfects a claim for a commission or finder’s fee based upon any such contact, dealings or communication, Licensee shall indemnify the City from all Claims brought by the Broker. This Section will survive expiration or earlier termination of this Master License. 27.7. Severability
41 If any provision of this Master License or the application thereof to any person, entity or circumstance is invalid or unenforceable, the remainder of this Master License, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each provision of this Master License will be valid and be enforced to the full extent permitted by Law, except to the extent that enforcement of this Master License without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Master License. 27.8.Governing Law; VenueThis Master License must be construed and enforced in accordance with the laws of the State of California and the City Municipal Code to the extent applicable and required by law, without regard to the principles of conflicts of law. This Master License is made, entered and will be performed in the City of Fairfield, County of Solano, State of California. Any action concerning this Master License must be brought and heard in Superior Court for the County of Solano or in the United States District Court for the Eastern District of California. 27.9. Time for Performance Provisions in this Master License relating to number of days mean calendar days, unless otherwise specified. “Business day” means a day other than a Saturday, Sunday or a federal or City holiday. If the last day of any period to give notice, reply to a notice, or to undertake any other action occurs on a day that is not a business day, then the last day for undertaking the action or giving or replying to the notice will be the next succeeding business day. Time is of the essence with respect to all provisions of this Master License in which a definite time for performance isspecified. 27.10.SurvivalExpiration or earlier termination of this Master License will not affect the right of either party to enforce any and all indemnities and representations and warranties given or made to the other party under this Master License, or any provision of this Master License that survives termination.27.11. RecordingLicensee agrees not to record this Master License, any Site License or any memorandum or short form of any of them in the Official Records of the County of Solano.27.12. Counterparts This Master License may be executed in two or more counterparts, each of which will
42 be deemed an original, but all of which taken together will be one and the same instrument.27.13.Approval AuthorityBoth Parties represent to the other that they have the requisite power and authority to conduct their business and to execute, deliver, and perform the requirements of, this Master License and/or applicable Site License. Each Party warrants that the individuals who have signed this License have the legal power, right, and authority to enter into this Master License and/or applicable Site License and bind each respective Party. Upon the City’s request, Licensee shall provide the City with evidence reasonably satisfactory to the City confirming the representations and warranties above. [END OF MASTER LICENSE – SIGNATURES APPEAR ON NEXT PAGE]
43 IN WITNESS WHEREOF, the City and Licensee executed this Master License as of theEffective Date.CITY OF FAIRFIELD: LICENSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: ____________________________ By: ____________________________ Name: ____________________________ Name: ____________________________ Title: ____________________________ Title: ____________________________ APPROVED AS TO FORM: By: _ City Attorney [END OF SIGNATURE – ATTACHMENTS APPEAR ON NEXT PAGE]
44 Exhibit AFORM OF SITE LICENSE AGREEMENTFOR WIRELESS FACILITIES MLA NO. [INSERT]SITE LICENSE NO. [INSERT NUMBER IN CONSECUTIVE ORDER] This SITE LICENSE AGREEMENT FOR FACILITIES IN THE RIGHT-OF-WAY (“Site License”) between the City of Fairfield, a municipal corporation (“City”) and ______________ (“Licensee”) is effective on [date] (“Commencement Date”). This Site License may refer to the City and/or Licensee individually as a “Party” or collectively as the “Parties.” Background A. WHEREAS, the Parties entered into a Master License Agreement for Wireless Facilities in the Right-of-Way (“Master License”) effective on [date]. B. WHEREAS, the Licensee has submitted the necessary revocable permit application and construction encroachment permit application required by Fairfield City Code and City policies. C. WHEREAS, the Licensee acknowledges that this Site License will not be effective until executed by the City and returned to Licensee. If any revocable permit application or construction encroachment permit is rejected, this Site License is not effective. NOW THEREFORE, in exchange for the consideration received by the City, as reflected in this Site License, the Parties agree as follows: 1. Master License. The terms of the Master License shall apply to this Site License and are incorporated herein by this reference. The definitions set forth in the Master License Agreement apply to the capitalized terms in this Site License unless a term is specifically defined in this Site License. If the Master License expires during the term of this Site License, the terms of the Master License shall remain applicable and enforceable as part of this Site License. 2. License Area. A. Pursuant to the terms and conditions of this Site License, the Master License, and the Fairfield City Code and regulations, the City agrees to license to Licensee the area reflected in the final Encroachment Permit, attached hereto as Exhibit A-1, for the installation, operation, and maintenance of the telecommunications equipment specified in Exhibit A-1. Licensee acknowledges that Exhibit A-1 is the approved
45 plan, and that Licensee is only permitted to install the Equipment and other improvements shown in Exhibit A-1.B. Licensee’s Due Diligence.Licensee expressly represents and warrants to the City that Licensee has conducted a reasonably diligent and independent investigation, either for itself or through an Agent selected by Licensee, into the License Area condition and suitability for Licensee’s intended use, and that Licensee relies solely on its due diligence for such determination. Licensee further expressly represents and warrants to the City that Licensee’s intended use is the Permitted Use as defined in Section 5 in this Master License.3. Initial Term and Extensions.A. The initial term of this Site License shall be ten years from the Commencement Date, unless terminated in accordance with this Site License or the Master License. B. The Licensee shall have the option to extend this Site License for two additional five-year terms, unless terminated in accordance with this Site License or the Master License. C. The initial term and all extensions shall be collectively referred to herein as the “Term.” 4. License Fee. A. Licensee shall pay to the City an annual fee at the rate specified in the Master Licenseand described in the License Fee Schedule, attached to this Site License as Exhibit A-2 (the “License Fee”), including any annual adjustment as provided in Section 4.B. below. B. Effective January 1 of each year throughout the Term, the License Fee will be increased 3% over the License Fee payable in the immediately previous year. The adjustment provided in this Section will be effective even if the first License Year was for less than a full calendar year.C. The License Fee shall be paid annually, in advance, without any demand, deduction, setoff, or counterclaim for any reason. The initial License Fee shall be paid within 30 days of the Commencement Date. Each subsequent License Fee shall be paid no later than January 1 for the following year throughout the Term. D. Should the Commencement Date fall on any date other than January 1, the License Fee for the first year and final year shall be prorated based on the remaining number
46 of months in the calendar year.5. Certified Access Specialist Disclosure.Pursuant to California Civil Code § 1938, and to the extent applicable to this Site License, the City expressly advises Licensee, and Licensee expressly acknowledges, that a Certified Access Specialist (as defined in California Civil Code § 55.53) has not inspected the License Area in whole or in part to determine whether it meets all applicable construction-related accessibility requirements. 6. Counterparts. This Site License may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will be one and the same instrument. CITY OF FAIRFIELD: LICENSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: By: ______________________ City Manager or Designee Print Name: __________________ Title: _______________________Date: Date: ______________________APPROVED AS TO FORM: By: _ City Attorney Date:
47 EXHIBIT A-1POLE LOCATION / LICENSE AREA [City to attach approved construction encroachment permit with final, approved plans]
48 EXHIBIT A-2LICENSE FEE SCHEDULEAnnual License Fees [Examples; to be updated according to Section 4.1 of MLA]2023 $270 2024 $278 2025 $286 2026 and beyond Prior year fee, plus 3% increase
Agenda Item No: K.4
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025 -20 HD Application to California Department of Housing and Community Development for CalHome Funding
Authorizing the Submittal of an Application to the California Department of Housing and Community Development for $1,000,000 in CalHome Funding
Funding Source: N/A
Contact: LaTanna Jones, (707) 428-7647
RECOMMENDED ACTION
Adopt resolution.
STATEMENT OF ISSUE
City staff desires to apply for $1,000,000 in CalHome funds from the California Department of Housing and Community Development (HCD) to assist Fairfield residents in building Accessory Dwelling and Junior Accessory Dwelling Units (ADU/JADU) and provide mortgage assistance for First Time Home Buyers. This e ffort will increase the supply of affordable housing units on the market, expand economic opportunities for low -income residents, and allow more low and moderate-income households to become homeowners. Both programs are consistent with the goals and need identified in the Fairfield Housing Element.
DISCUSSION
HCD issued a 2024 Homeownership Super Notice of Funding Available (NOFA) on December 12, 2025, for the CalHome Program. The CalHome Program provides loans and grants to local public entities and nonprofits for various housing projects, including Mortgage Assistance Programs and ADU/JADU Programs.
The City can apply for $1,000,000 in program funds under the current NOFA for both activities.
Assistance is provided to First Time Homebuyers through a deferred loan subordinate to the homebuyer's first mortgage. The funds can help households purchase a new or existing home
citywide. Borrowers must attend a first-time homebuyer class and contribute at least one percent of the purchase price from their own funds.
ADUs are created via a garage conversion into a legal dwelling unit or when a standalone building with a permanent foundation is constructed on the property of an existing single -family home.
Junior units are created by remodeling an existing single-family home to create a new separate legal dwelling unit within the home's existing square footage. Junior units will have a 500-square- foot dimension limit.
Under the City's program, the ADU/JADU units will be created with income -qualified homeowners. The new units will then be rented to income-qualified tenants at rents within state and federal affordability limits.
The City is proposing a pilot program with a grant -funded activity that will assist homeowners with the creation of ADUs/JADUs o n their property. The program will offer fully deferred or amortized low -interest loans to qualifying homeowners. The loans will have a due -on-sale provision if the home is sold, transferred, or ceases to be the borrower's principal residence. The loans will cover a large portion of the project cost of improvements, making it easier for low - income families to afford ADU/JADU additions.
FINANCIAL IMPACT
The proposed Mortgage Assistance and ADU pilot program will be funded solely with the CalHome grant. The grant provides sufficient funds for the new unit construction and grant administration costs. Local funds are not required. New state requirements for ministerial approvals will help reduce processing time by Planning and Building Division staff. Over time, the Housing Services Department will retain the loan repayment to fund future housing activities that meet CalHome requirements.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
Public contact has not occurred at this stage. If the program is funded, staff will use multiple public outreach methods to announce and explain the program to potential participants.
ALTERNATIVE ACTION
The council may decide against proceeding with the grant application for this funding cycle.
However, the City would miss an oppo rtunity to promote additional affordable housing options with minimal investment in city funds. Given the local need to increase the supply of affordable and workforce housing, such a delay is not recommended.
COORDINATED WITH
City Attorney’s Office and Community Development.
STAFF CONTACT
LaTan Jones, Director of Housing Services
(707) 428-7647
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution
CITY OF FAIRFIELD
RESOLUTION NO. 2025-20
AUTHORIZING THE SUBMITTAL OF AN APPLICATION TO THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FOR $1,000,000 IN CALHOME FUNDING
WHEREAS, the City of Fairfield wishes to apply for and receive an allocation of funds through the CalHome Program; and
WHEREAS, the California Department of Housing and Community Development (hereinafter referred to as "HCD") has issued a Notice of Funding Availab ility (NOFA) on December 12, 2024 for the CalHome Program established by Chapter 84, Statues of 2000 (S131656 Alarcon), and codified in Chapter 6 (commencing with Section 50650) of Part 2 of Division 31 of the Health and Safety Code ("the statute"). Pursuant to the statute, HCD is authorized to approve funding allocations utilizing monies made available by the State Legislature to the CalHome Program, subject to the terms and conditions of the statute and the CalHome Program Regulations adopted by HCD in April 2004; and
WHEREAS, the City of Fairfield wishes to submit an application to obtain up to $1,000,000 from HCD.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The City of Fairfield shall submit to HCD an application for the CalHome Program in response to the NOFA issued on December 12, 2024, which will request a funding allocation in the amount of up to $1,000,000 as follows:
A. $1,000,000 for Accessory Dwelling U nit (ADU) and Junior Accessory Dwelling Unit (JADU) construction loans, First -Time Homebuyer Mortgage Assistance and administration costs
Section 2. If the application for funding is approved, the City of Fairfield hereby agrees to use the CalHome funds for eligible activities in the manner presented in the application as approved by HCD and in accordance with program regulations cited above. The full application is incorporated as part of the Standard Agreement. Any and all activities funded, info rmation provided, and timelines represented in the application are enforceable through the Standard Agreement. The City of Fairfield acknowledges that it may be required to execute any and all other instruments necessary or required by HUD for participation in the CalHome program.
Section 3. The city manager is authorized to execute all documents and pursue all actions required to initiate and participate in this program on behalf of the City of Fairfield.
RES. NO. 2025-20
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
Agenda Item No: K.5
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-21 PW Clean CA-SR12 Beautification Acceptance and Resolution 2025-22 Clean CA-SR12 Beautification Landscape Maintenance Service Contract
Accepting the Clean CA-SR12 Beautification in the City of Fairfield Project as Complete; and Authorizing the City Manager to Execute a Contractor Services Agreement with Marina Landscape, Inc. for Landscape Maintenance Services for the Clean CA-SR12 Beautification in the City of Fairfield Project
Funding Source: $171,000; Streets Capital Project Fund
Contact: Roger Dunham, (707) 428-7478
RECOMMENDED ACTION
Adopt resolutions.
STATEMENT OF ISSUE
The adoption of the attached resolutions accepts the Clean CA-SR12 Beautification in the City of Fairfield Project (Project) as complete and authorizes a contractor services agreement for an amount not to exceed $171,000 with Marina Landscape, Inc. (Marina Landscape) for land scape maintenance services associated with the Project for two years.
DISCUSSION
On November 21, 2023, the City adopted Resolution 2023-273 approving a contract with Marina Landscape to provide landscape improvements along Route 12 in the City of Fairfield. The Project consisted of landscaping with recycled water irrigation, inert grou ndcover, and community identification at Webster and Jackson interchanges, and Pennsylvania Avenue intersections.
In accordance with Sections 9.13 of the Project’s Technical Specifications and the Clean California Local Grant Program requirements, Marina Landscape is required to perform continued maintenance for a two-year term following the completion of the Project. Ongoing maintenance includes, but is not limited to, the watering, weeding, fertilizing, cultivation, spraying, and
pruning necessary to uphold the healthy growth condition of plant materials and keep the area neat. Bid items 22 and 23 of the Project’s bid schedule reflect the costs for ongoing landscape maintenance.
The proposed resolution authorizes the city manager to execute a contractor services agreement with Marina Landscape in the amount of $171,000, for a two -year term from October 28, 2024, to October 27, 2026.
The construction authorization for the Project was approved for $1,905,506. This amount included a total bid of $1,656,9 60.50 and a 15% contingency of $248,545.50. The final cost for the Project was $1,586,644.01, which includes the total construction cost of $1,415,644.01 and the maintenance amount of $171,000 , which is approximately 16.73% below the amount authorized for construction.
FINANCIAL IMPACT
The total authorization for the contractor services agreement with Marina Landscape for the two- year landscape maintenance term is $171,000. Funding for this contractor services agreement is budgeted in the Streets Capital Project Fund (Fund 252; CPW070034).
Following the completion of the two-year maintenance agreement, the Public Works Department will manage ongoing maintenance, which will be funded through the General Fund (Fund 101).
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
If the council has any questions, acceptance may be delayed so that staff may provide the necessary additional information.
COORDINATED WITH
N/A
STAFF CONTACT
Roger Dunham, Public Works Construction Manager
(707) 428-7478
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution 2025-21
Attachment 3: Proposed Resolution 2025-22
Attachment 4: Proposed Contract
CITY OF FAIRFIELD
RESOLUTION NO. 2025-21
ACCEPTING THE CLEAN CA-SR12 BEAUTIFICATION IN THE CITY OF FAIRFIELD PROJECT AS
COMPLETE
WHEREAS, the City Council approved a contract with Marina Landscape, Inc. (Marina Landscape) for the Clean CA-SR12 Beautification in the City of Fairfield Project (Project) on November 21, 2023, by Resolution No. 2023-273; and
WHEREAS, Marina Landscape has completed the Project in accordance with the contract approved by the council.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The City hereby accepts the Project as complete pursuant to the agreement between the City and Marina Landscape approved by the council on November 21, 2023.
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS
NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
CITY OF FAIRFIELD
RESOLUTION NO. 2025-22
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTOR SERVICES AGREEMENT WITH MARINA LANDSCAPE, INC. FOR LANDSCAPE MAINTENANCE SERVICES FOR THE CLEAN CA- SR12 BEAUTIFICATION IN THE CITY OF FAIRFIELD PROJECT
WHEREAS, the City Council approved a contract with Marina Landscape, Inc. (Marina Landscape) for the Clean CA-SR12 Beautification in the City of Fairfield Project (Project) on November 21, 2023, by Resolution No. 2023-273; and
WHEREAS, Marina Landscape has completed the Project in accordance with the contract approved by the council; and
WHEREAS, per requirements of the Clean California Local Grant Program, the contractor is responsible for the maintenance of the improvements for two years after Project completion.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The City Council hereby authorizes the city manager to execute a contractor services agreement substantially in the form attached between the City of Fairfield and Marina Landscape for landscape maintenance services in the amount of $171,000 for a two -year term beginning October 28, 2024, and ending October 27, 2026.
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/VACCARO/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
Gonsalo Jaime, Sr. Project Manager
Marina Landscape, Inc.
Agenda Item No: K.6
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-23 PW Enclave Red Top – Unit 3 Subdivision Improvement Agreement
Approving the Final Map and Authorizing Execution of the Subdivision Improvement Agreement for the Enclave at Red Top – Unit 3 Subdivision
Funding Source: N/A
Contact: Alvin Lei, (707) 428-7476
RECOMMENDED ACTION
Adopt resolution.
STATEMENT OF ISSUE
Per Chapter 25, Division 6, Section 25.165 of the City of Fairfield Municipal Code, prior to City Council’s approval of a final map, the developer shall enter into an agreement with the City to construct the proposed improvements. The recommended action approves the final map, authorizes the city engineer to accept the subdivision design drawings for construction, and authorizes execution of the subdivision improvement agreement (Agreement) for The Enclave at Red Top – Unit 3 Subdivision (Subdivision).
DISCUSSION
Albert D. Seeno Construction Company, LLP (Developer) previously received entitlement approval to construct the Subdivision per the adoption of Planning Commission Resolution No. 2014-11.
The council’s approval of the final map for this Subdivision will authorize the Developer to construct the remaining 15 single -family residential lots of the overall Enclave at Red Top Development, which is located on the south side of Red Top Road near Interstate 80.
The Vallejo Water Department (VWD) owns and maintains two major water transmission mains, sized 30 inches and 42 inches, that bisect the Subdivision. These transmission mains are located within utility easements previously granted to the City of Vallejo by the Developer. The Developer coordinated the Subdivision design with VWD staff to satisfy their design requirements and ensure that homes and permanent structures are located outside the easement limits. These transmission mains are located within a portion of the front and backyards of three future residential lots. The Developer is providing disclosures to future homebuyers within this Subdivision informing them of the existence of these transmission mains and notifying them of restrictions on improvements and permanent structures, such as accessory dwelling units or sheds.
The Subdivision is located next to a water channel that is located on private property. Currently, this water channel is privately owned and maintained and will not be granted to the City.
The Developer will provide dust control by applying water frequently to the site throughout construction, which is a typical mitigation measure. The proposed improvements should have minimal traffic impacts to Red Top Road, as the improvements are outside of active public roadways. Additionally, the Developer will minimize disturbances to nearby residents by working within the allowed construction hours between 7:00 a.m. and 5:00 p.m.
Approval of the final map and execution of the Agreement will obligate the Developer to construct all public improvements, which includes land scape along Red Top Road, streets, underground utilities, streetlights, and pedestrian sidewalks.
The Developer has provided all the necessary bonds and insurance and has paid the fees required to enter into this Agreement and desires to begin construction as soon as possible.
FINANCIAL IMPACT
There is no cost to the City in constructing the public improvements contemplated under the Agreement. Acceptance of the public improvements by the council will obligate the City to maintain the public improvement s, including Trillium Court, public water, sewer, and storm utilities within the public right -of-way. The Subdivision is annexed into the City’s Community Facilities District 2012 -2 (CFD 2012 -2) and Lighting and Landscape Maintenance District No. 16 (LLMD No. 16), which will provide funding to maintain the public landscape and irrigation proposed along Red Top Road.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
Sections 66458 and 66462 of the Subdivision Map Act require that the counc il approve the Agreement if conditions of the tentative map have been met. The Developer has met the necessary conditions and has provided the proper documents for the Agreement; however, if the
council has any remaining questions, approval may be postpone d until the questions are addressed.
COORDINATED WITH
N/A
STAFF CONTACT
Alvin Lei, Senior Civil Engineer
(707) 428-7476
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement
Attachment 4: Vicinity Map
CITY OF FAIRFIELD
RESOLUTION NO. 2025-23
APPROVING THE FINAL MAP AND AUTHORIZING EXECUTION OF THE SUBDIVISION IMPROVEMENT AGREEMENT FOR THE ENCLAVE AT RED TOP – UNIT 3 SUBDIVISION
WHEREAS, the Planning Commission of the City of Fairfield reviewed and approved “The Enclave at Red Top” tentative subdivision map on August 13, 2014 , by adopting Planning Commission Resolution No. 2014-11; and
WHEREAS, the final subdivision map of The Enclave at Red Top – Unit 3 Subdivision (Subdivision), with provisions for its design and improvement, is consistent with the General Plan and the Specific Plan of the City of Fairfield; and
WHEREAS, the final map is in substantial compliance with the previously approved tentative map; and
WHEREAS, staff has reviewed the en gineering design , plans, and specifications for the Subdivision and found them to be reasonable and consistent with the current City Standard Specifications and Details; and
WHEREAS, pursuant to Section 25.164 of the City’s Municipal Code, the city engineer has examined the final map and accessory data submitted and has determined that the Subdivision as shown meets the requirements of the approved tentative map, the Subdivision Map Act, and the provisions of said ordinance and is technically correct; and
WHEREAS, the developer has provided all of the necessary bonds , insurance, and paid the fees required to enter into this improvement agreement.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The final map of the Subdivision is hereby approved, subject to the execution by all parties of the subdivision improvement agreement for that subdivision.
Section 2. All offers of dedication shown on said map are hereby accepted, subject to the improvement thereof required by the subdivision improvement agreement.
Section 3. The plans and specifications for the Subdivision are hereby approved.
Section 4. The city manager is authorized and directed to execute that certain subdivisi on improvement agreement, between the City a nd Albert D. Seeno Construction Company, LLP , to provide for the subdivision improvements required by the Subdivision Map Act and Chapter 25 (Subdivision Regulations) of the Fairfield City Code.
RES. NO. 2025-23
Section 5. The city manager is hereby authorized to do all t hings necessary and proper to implement the above-mentioned agreement.
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
CITY OF FAIRFIELD
SUBDIVISION IMPROVEMENT AGREEMENT
THE ENCLAVE AT RED TOP - UNIT 3
ADSCO, LLC
THIS AGREEMENT ("Agreement"), for purposes of identification, dated _ 2025 is made and entered into by and between the CITY OF FAIRFIELD, a municipal corporation, hereinafter referred to as "City," and ADSCO, LLC, a California Limited Liability Company hereinafter referred to as "Subdivider." RE C I T A L S:
A. Subdivider has presented to City a certain parcel map or final subdivision map of a proposed subdivision of land located within the corporate limits of City, said map having been prepared in accordance with the Subdivision Map Act of the State of California, the Subdivision Regulations of the City of Fairfield (Chapter 25, Fairfield City Code), and the tentative map of the subdivision heretofore approved by the City Council of the City per adoption of Planning Commission Resolution No. 2014-11.
B. The proposed development of land is commonly known and described as The Enclave at Red Top Road - Unit 3. Said subdivision is hereinafter referred to as "the subdivision."
C. The map of the subdivision was filed with the City Clerk for presentation to the City Council of the City for its approval, which map is referred to and incorporated herein.
D. Pursuant to Section 66462 of the Subdivision Map Act, the Subdivider has requested approval of the map prior to the construction and completion of certain public improvements within the subdivision, including, but not limited to: streets, highways, or public ways, public utility facilities, and design standards which are part of the provisions for lot grading and drainage in or appurtenant to the subdivision, that are required by the Subdivision Map Act, the Subdivision Regulations of the City, the tentative map (and approvals given in connection therewith), and final grading plan, if any, -1-
(1/3/2025 v6)
E.
heretofore approved by the City Council of the City. Said improvements are hereinafter referred to as "the Required Improvements." City Council, by the adoption of Resolution No. , incorporated herein by reference, has approved the map of the subdivision and accepted all offers of dedication made in connection therewith (except as otherwise provided in said resolution), on condition that Subdivider first enter into and execute this subdivision improvement agreement with City and meet the requirements of said Resolution.
A G R E E M E N T S:
The parties hereto agree as follows:
1. Performance of Work: Subdivider agrees to furnish, construct, and install at its own expense all Required Improvements as shown on the plans and specifications of said subdivision, a copy of which is on file in the Office of the City Engineer and is incorporated herein by reference, along with any changes and modifications as may be required by the City Engineer due to errors of omission on the plans.
2. Work; Satisfaction of the City Engineer: All of the work on the Required Improvements is to be done at the places, of the materials, and in the manner and at the grades, all as shown upon the plans and specifications accepted for construction, as signed by the City Engineer, the City's Standard Specifications and Details (per Resolution No. 2014-93), and to the satisfaction of the City Engineer. No occupancy will be allowed for any building which fronts on the Required Improvements required by this Agreement until those improvements, including streetlight energization, are constructed and determined operational by the City Engineer.
No building permits will be issued until the following conditions are satisfied:
a. The water system shall be constructed, have passed pressure and bacteriological testing, final rock grade shall be attained, and fire hydrants brought to grade.
-2-
(1/3/2025 v6)
b. Sewer and storm drainage utility infrastructure proposed as part of the Required Improvements shall be operational, connected and discharge to existing public infrastructure.
c. Curb and gutter shall be constructed along the frontage of the lots for which building permits are being requested.
d. An all-weather access road to the building area within the right-of way, as approved by the Fire Marshal, shall be constructed consisting of a minimum six inches of aggregate base rock. e. See Section 23, "Additional Terms and Conditions", for additional building permit restrictions, if any.
3. Work; Time for Commencement and Performance: City fixes the time for the construction commencement of the work to be within fifteen (15) days following approval of this Agreement, and for its completion to be within 360 calendar days thereafter, based on the construction schedule provided by Subdivider and attached hereto as Exhibit A. At least fifteen (15) calendar days prior to the commencement of work hereunder, Subdivider shall notify the City Engineer in writing of the date fixed by Subdivider for commencement thereof, so that the City Engineer shall be able to provide services of inspection and a pre-construction meeting shall be held between the Parties.
4. Time of Essence; Extension: Time is of the essence of this Agreement, but the dates for commencement and completion of the construction work may be extended as herein provided pursuant to Sections 5 to 7 of this Agreement. The City Engineer shall be the sole and final judge as to whether good cause has been shown to entitle Subdivider to an extension.
Request for Extension; Granting: Requests for extension of commencement and completion date shall be provided in writing by the Subdivider and shall
5. 6.
be delivered to City in the manner hereinafter specified pursuant to Section 18 of this Agreement. Any extensions granted by the City shall be in writing and an oral extension shall not be valid for any purpose whatsoever.
Extension; No Release of Obligations: In the event it is deemed necessary by the City to extend the time of commencement or completion of the work -3-
(1/3/2025 v6)
8. to be done under this Agreement beyond the dates specified herein, such extension as shall be granted shall in no way release any guarantee given by Subdivider pursuant to this Agreement, or to relieve or release those providing improvement security pursuant to this Agreement. The sureties in executing the bonds shall be deemed to have expressly agreed to any such extension of time.
7. Extension; Conditions: The granting of any extension may be conditioned upon Subdivider providing City with new or amended surety bonds in amounts increased to reflect increases in the costs of constructing the Required Improvements that have occurred prior to the granting of the extension or are likely to occur prior to the completion of work.
Improvement Security: Concurrently with the execution hereof, Subdivider shall furnish City:
a. Improvement security in the sum of $531,025.00, which sum is equal to one hundred ten percent (110%) of the estimated cost of constructing the Required Improvements and the cost of any other obligation to be performed by Subdivider hereunder, securing the faithful performance of this Agreement, as further detailed on Exhibit B of this Agreement.
b. Separate improvement security in the sum of $265,513.00, which sum is equal to fifty-five percent (55%) of the estimated cost of constructing the Required Improvements, securing payment to the contractor, their subcontractor, and to persons furnishing labor, materials, or equipment to them for the construction of the Required Improvements, as further detailed on Exhibit B of this Agreement.
The form of the improvement security shall be subject to the approval of the City Attorney. Improvement security shall be reduced or released by City only in the manner pursuant to Section 25.166.6 of the City Code. No change, alteration, or addition to the terms of this Agreement or the plans and specifications accompanying the same shall in any manner affect the obligation of those providing improvement security pursuant to this Agreement.
-4-
(1/3/2025 v6)
Engineering and Inspection Fee:
a. Subdivider shall pay to the City an engineering plan check fee of
1.35% of the total cost of subdivision improvements, as estimated by the City Engineer, less the initial plan check fee of one percent (1 %) of the total cost paid upon first submittal of improvement plans. The total amount of this fee still due is
(1.35% X ($286,420.00 + $196,330.00)) - $3,574.00 = $2,943.13. b. Subdivider shall pay to the City an engineering and inspection fee of five and a half percent (5.5%) of the total cost of the Required Improvements, rounded up to the nearest whole number, as estimated by the City Engineer, being:
5.5% X ($286,420.00 + $196,330.00) = $26,551.25.
It is understood that such fee covers only those inspections and engineering work performed by the City during the normal working hours of the City.
c. Subdivider shall pay to the City a fee for the City's cost to print mylar copies of the recorded Final Map at $15 per sheet, as estimated by the City Engineer being:
6 map sheets x $15 = $90.00.
It is understood that such fee covers only those inspections and engineering work performed by the City during the normal working hours of the City.
d. Subdivider shall pay to the City an engineering plan check fee for plan checks provided by the Fairfield-Suisun Sewer District. The total amount of the fee still due is $425.00, as follows:
Residential Subdivision - Flat Rate= $425.00.
10. Hold Harmless Agreement: The Subdivider will indemnify, hold harmless,
9. and defend the City of Fairfield, its officers, employees, agents, and elective and appointive boards from all claims, losses, damages (including property damage, personal injury, and death), and liabilities of every kind, directly or indirectly arising from the operations of Subdivider, its contractor or any subcontractor, or of any person directly or indirectly employed by, or acting -5-
(1/3/2025 v6)
as agent for Subdivider, its contractor or subcontractor, but not including the sole negligence or willful misconduct of the City of Fairfield. This indemnification shall extend to claims, losses, damages, or liabilities occurring after completion of the Required Improvements as well as during the work's progress. This indemnification, however, shall not apply to any claims, losses, damages, or liabilities occurring after the completion of the Required Improvements by the Subdivider and their acceptance by the City which are not related directly or indirectly to the Subdivider's operations under this Agreement and the construction of the Required Improvements.
Acceptance of insurance certificates required under this Agreement does not relieve Contractor from liability under this indemnity and hold harmless clause. This indemnity and hold harmless clause shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of Subdivider's, contractor's or any subcontractor's operations regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
11. Subdivider's Insurance: Subdivider shall not commence work under this Agreement or permit its contractor or subcontractor to commence work thereunder until Subdivider shall have obtained or caused to be obtained all insurance required under this paragraph and such insurance shall have been approved by the City Engineer of City as to form, amount, and carrier.
Subdivider shall not allow any contractor or subcontractor to commence work under this Agreement until all insurance required of the contractor or subcontractor shall have been so obtained and approved. Said insurance shall be maintained in force and effect until the completion of work under this Agreement and the acceptance thereof by City. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements, and shall specifically bind the insurance carrier. a. WORKER'S COMPENSATION INSURANCE: Subdivider shall
obtain and maintain (or cause to be obtained and maintained) workers' compensation insurance for all Subdivider's employees -6-
(1/3/2025 v6)
employed at the site of improvement, and in case any work is sublet, Subdivider shall require any contractor or subcontractor similarly to provide workers' compensation insurance for all contractor's or subcontractor's employees, unless such employees are covered by the protection afforded by Subdivider. In case any class of employees engaged in work under this Agreement at the site of the project is not protected under any workers' compensation law, Subdivider shall provide, and shall cause each contractor and subcontractor to provide, adequate insurance for the protection of employees not otherwise protected. Subdivider hereby agrees to indemnify City for any damage resulting to it from failure of either Subdivider or any contractor or subcontractors to obtain or maintain such insurance. Subdivider shall provide the Director of Public Works with a certificate of insurance indicating workers' compensation coverage prior to engaging in any activity required by this Agreement.
b. LIABILITY INSURANCE: Subdivider, at its sole expense, shall obtain and maintain (or cause to be obtained and maintained) an insurance policy or policies, issued by an insurer approved to write business in California, providing the City, its officers, employees, and agents, named as additional insureds under the policy, broad form property damage, personal injury, automobile, employers', and
comprehensive form liability insurance in the amount of not less than $3 million per occurrence. By the terms of said insurance policy or policies, such insurance shall be deemed primary insurance, and no other insurance affected by the City or other named insureds will be called upon to cover a loss covered thereunder. See Exhibit C for the City's minimum insurance requirements.
In the event that any of the aforesaid insurance policies provided for in this paragraph 11 insures any entity, persons, boards, or commissions other than those mentioned in this paragraph, such policy shall contain a standard form of cross-liability endorsement, insuring on such policy City, its elective -7-
(1/3/2025 v6)
and appointive boards, commissions, officers, agents, and employees, Contractor and any subcontractor performing work covered by this Agreement.
Evidence of Insurance: Subdivider shall furnish the City Engineer concurrently with the execution hereof:
a. A certificate of insurance providing that no cancellation, major change in coverage, expiration or renewal shall be made during the term of this agreement, without thirty (30) days written notice to the Director of Public Works prior to the effective date of such cancellation, change in coverage, expiration or non-renewal; b. A City standard endorsement form for insurance coverage (attached hereto) naming the City of Fairfield, its officers, employees, agents and volunteers as additional insureds.
13. Title to Improvements: Title to and ownership of all public improvements constructed hereunder by Subdivider shall vest absolutely in City upon
12. 14.
completion and acceptance of such improvements by City. All common private improvements constructed hereunder by Subdivider, if any, shall vest absolutely in the Homeowner's Association ("HOA") upon completion and acceptance of such improvements by the HOA.
Repair or Reconstruction of Defective Work: If, within a period of one year after final acceptance of the public improvement work performed under this Agreement, any public improvement or part of any public improvement furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this Agreement fails to fulfill any of the requirements of this Agreement or the specifications referred to herein, Subdivider shall without delay and without any cost to City, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require immediate repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and -8-
(1/3/2025 v6)
Subdivider shall pay to City the actual and reasonable cost of such repairs plus fifteen percent (15%) within thirty (30) days of the date of billing for such work by City.
All common private improvements that will be maintained by the HOA are covered under this Agreement. The Subdivider shall submit performance and labor and material bonds for the common private improvements. At the time these improvements are completed to the satisfaction of the City Engineer, a warranty bond shall be submitted to release the original bonds.
15. Subdivider Not Agent of City: Neither Subdivider nor any of Subdivider's agents or subcontractors are or shall be considered to be agents of City in connection with the performance of Subdivider's obligations under this Agreement.
16. Notice of Breach and Default: If Subdivider refuses or fails to obtain prosecution of the work, or any severable part thereof, with such diligence as will ensure its completion within the time specified, or any extension thereof, or fails to obtain completion of said work within such time, or if Subdivider should be adjudged a bankrupt, or Subdivider should make a general assignment for the benefit of Subdivider 's creditors, or if a receiver should be appointed in the event of Subdivider 's insolvency, or if Subdivider or any of Subdivider 's contractors, subcontractors, agents, or employees should violate any of the provisions of this Agreement, City Engineer may serve written notice upon Subdivider and Subdivider 's surety of breach of this Agreement, or of any portion thereof, and default of Subdivider.
17. Breach of Agreement; Performance by Surety or City: In the event of any such notice, Subdivider's surety shall have the duty to take over and complete the work and the improvement herein specified; provided, however, that if the surety within fifteen (15) days after the serving of such notice of breach upon it does not give City written notice of its intention to take over the performance of the contract, and does not commence performance thereof within fifteen (15) days after notice to City of such election, City may take over the work and prosecute the same to completion by contract, or by any other method City may deem advisable, for the -9-
(1/3/2025 v6)
account and at the expense of Subdivider, and Subdivider 's surety shall be liable to City for any excess cost of damages occasioned City thereby; and in such event, City, without liability for so doing, may take possession of and utilize in completing the work, such materials, appliances, plant and other property belonging to Subdivider as may be on the site of the work and necessary therefor.
18. Notices: All notices herein required shall be in writing, and delivered In person or sent by registered mail, postage prepaid.
Notices required to be given to City shall be addressed as follows:
City Engineer
Fairfield City Hall
1000 Webster Street
Fairfield California 94533
Notices required to be given to Subdivider shall be addressed as follows:
ADSCO LLC
Attn: Doug Chen
4021 Port Chicago Highway
Concord CA 94520
With copy to: ADSCO, LLC
Attn: John P. Arcidiacono
4021 Port Chicago Highway
Concord CA 94520
(To be completed by Subdivider)
Notices to be given surety of Subdivider shall be addressed as follows:
SiriusPoint America Insurance Company
1 World Trade Center, 285 Fulton St., 47th Fl Ste 47 J
New York NY 10007
(To be completed by surety of Subdivider)
Any party or the surety may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address.
-10-
(1/3/2025 v6)
19. Severability: If one or more of the provisions in this Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.
20. Governing Law: This Agreement shall be construed in accordance with and governed by the laws of the State of California. In the event that suit shall be brought by either Party to this Agreement, the Parties agree that the venue shall be exclusively vested in Solano County Superior Court or the United States District Court for the Eastern District of California.
21. Public Improvement Oversizing: Public improvement oversizing and/or reimbursement as defined in City Code Chapter 68, Chapter 10, Article IV, Sections 10.56 through 10.65; and Chapter 25, Article Ill, Section 25.166.79 through 25.166.81 is not applicable.
22. Additional Terms and Conditions: This Agreement is subject to the following additional terms and conditions
a. Approval of this improvement agreement shall not obligate the City to subsequently accept improvements which do not strictly conform to the plans referenced by this Agreement. All costs associated with modifications resulting from subsequent improvement plan changes required by the City shall be borne by the Subdivider.
b. City of Vallejo: The City of Vallejo is responsible for two (2) major water transmission mains, sized 24-inches and 30-inches, located within recorded easements. The Subdivider shall contact and coordinate with Vallejo Water Department all pertinent construction logistics, including but not limited to: scheduling, inspections, and traffic control. Subdivider shall reasonably comply with construction guidance, direction, and requirements provided by Vallejo Water Department and City of Vallejo staff. However, the terms in the recorded easements shall govern as to the rights and obligations of all parties.
c. American Canyon Creek: There is an existing waterway adjacent to the subdivision. The Subdivider shall ensure all appropriate authorizations and approvals from the pertinent regulatory agency, if any, are received prior to beginning construction. The Subdivider shall -11-
(1/3/2025 v6)
23. 24.
comply with all required regulations, construction best management practices, and Construction Stormwater General Permit and ensure the adjacent waterway is appropriately protected throughout construction. d. Community Facilities District #2012-2: The subdivision is annexed into Community Facilities District #2012-2, an Open Space, Public Safety and Park Maintenance Mello Roos District. Property owners within the CFO #2012-2 will be required to pay special on-going annual assessments to be used for the following:
• Operation of Open Space
• Police/Fire Protection, including personnel, equipment & supplies
• Ongoing Maintenance of Neighborhood Parks
the Assessments will have an annual inflation adjustment. e. Landscape and Lighting Maintenance District: The subdivision is annexed into the Creekside at Cordelia Landscape and Lighting Maintenance District (LLMD #16). The Subdivider shall maintain landscape and lighting improvements within the LLMD #16 for a 3- year period following acceptance of the improvements. Three years after acceptance, the Subdivider's maintenance obligation shall cease and landscape and lighting improvements shall be maintained by LLMD #16. Property owners within LLMD #16 are required to pay special on-going annual assessments to be used for maintaining landscape and lighting improvements within the LLMD #16.
Prohibited Interest: No employee of the City shall have any direct financial interest in this Agreement. This Agreement shall be voidable at the opinion of the City if this provision is violated.
Local Employment Policy: The City of Fairfield desires, wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.
The City encourages an active affirmative action program on the part of its contractors, consultants, and developers.
-12-
(1/3/2025 v6)
25. When local projects require, subcontractors, contractors, consultants, and developers will solicit proposals from qualified local firms where possible.
As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin.
Required Regulatory Permits: Agreement authorization will not be effective until Subdivider has obtained all required permitting, authorizations, and approvals from the regulatory agencies, property owners, and similar for impacts resultant of the Required Improvements. Subdivider shall submit a copy of these permits and approvals prior to commencement of work. The City of Fairfield requires the Subdivider to coordinate with, apply for, and be issued all necessary and pertinent permitting and authorizations from local and regional agencies prior to beginning construction of the Required Improvements. By way of executing this Agreement, the Subdivider affirms they have received all required permitting and authorizations from any and all pertinent and necessary local, state, and federal agencies and that all costs and impacts resultant of additional coordination, construction delays, engineering design revisions, or similar negative impacts subsequent to execution of this Agreement shall be borne solely by the Subdivider and shall be at no cost to the City. The Subdivider affirms they have received all necessary authorizations from the following agencies to construct the Required Improvements, which include, but may not be limited to:
a.
b.
C.
d.
e.
f.
Federal Transit Administration j. Solano Irrigation District Travis Air Force Base k. Solano County Water Authority
United States Army Corps. of I. Fairfield-Suisun U.S.D.
Engineers m. Travis Unified School District
Department of Toxic n. Caltrans
Substances Control 0. Capitol Corridor
Union Pacific Railroad p. City of Suisun City
California Department of Fish q. City of Vacaville
and Wildlife r. City of Vallejo
-13-
(1/3/2025 v6)
g. California State Water
Resources Control Boards
h. Metropolitan Transportation
Commission
i. Solano Transportation
Authority x. Kinder-Morgan
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth opposite their respective signatures.
s. City of Benicia
t. Solano County
u. Comcast
V. AT&T
W. Pacific Gas & Electric
Dated: - - - - - - - - - -
ATTEST:
By: _
City Clerk
Dated: - - - - - - - - - -
City of Fairfield,
a municipal corporation
By: _
City Manager
ADSCO, LLC, a California Limited
Liability Company,
BY: Albert D. Seeno Construction Co.,
a California Limited Partnership
Managing Member
BY: Albert D. Seeno Construction Co.,
Inc., a California corporation,
Managing General Partner
President
-14-
(1/3/2025 v6)
Exhibit A
WEEKS START FINISH
WET UTILITIES 4 2/19/25 3/19/25
DRY UTILITIES 4 3/19/25 4/16/25
CURB GUTTER 2 4/16/25 4/30/25
PAVEMENT 2 4/30/25 5/14/25
STREETLIGHTS 2 5/14/25 5/28/25
SIGNAGE AND STRIPPING 2 5/28/25 6/11/25
LANDSCAPING, GATES AND WALLS 8 6/11/25 8/9/25
Exhibit B
SUBDIVISION IMPROVEMENT AGREEMENT CHECK LIST
SUBDIVISION: The Enclave at Red Top - Unit 3 Subdivision OWNER: Albert D. Seeno Construction Company
ADDRESS:
4021 P rt Ch. 0 rcaoo 1a wav oncer
DESCRIPTION QUANTITY UNIT COST AMOUNT RECD BY DATE
Plan Check Fee (less initial PC) 1.35% $482,750 $2,943.13 Engineering/Inspection Fee 5.5% $482,750 $26,551.25
FSSD Fee 1 $425 $425.00
Traffic Siqnal Cost Share 1 N/A N/A
Reimbursement Agreement 1 N/A N/A
Final Map Mylar Fee 6 $15 $90.00
TOTAL: $30,009.38
Civil Engineer's Estimate $286,420
Landscape Cost Estimate $196,330
Faithful Performance Bond 110% $531,025
Labor and Materials Bond 55% $265,513
Insurance Certificate $3 Million
Signed Agreement
Construction Plans
H. h C d CA 94520
COUNCIL MEETING DESIRED: February 4, 2025
SUBMISSION DEADLINE: noon January 81 2025
Executed Copies to:
City Manager
City Engineer
Subdivider
EXHIBIT C
INSURANCE REQUIREMENTS
SUBDIVIDER shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the SUBDIVIDER, its agents, representatives, or employees.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $3,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 - any auto) with minimum limits of $3,000,000 per accident for bodily injury and property damage. c) Workers' Compensation insurance as required by the State of California and Employers' Liability insurance, each in the amount of $3,000,000 per accident for bodily injury or disease.
2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required:
✓ Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $3,000,000 per occurrence.
□ Pollution Liability Insurance in the minimum amount of $3,000,000 per occurrence □ Garage Keepers Insurance in the minimum amount of $3,000,000 per occurrence □ Fidelity / Crime / Dishonesty Bond in the minimum amount of$ _ □ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
□ Builder's Risk / Course of Construction Insurance in the minimum amount of $ _
3) INSURANCE PROVISIONS
a) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY,
either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the SUBDIVIDER shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers liability and builder's risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the SUBDIVIDER; products and completed operations of the SUBDIVIDER; premises owned, occupied or used by the SUBDIVIDER; and automobiles owned, leased, hired or borrowed by the SUBDIVIDER. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the SUBDIVIDER'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the SUBDIVIDER'S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The SUBDIVIDER'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITY. vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the SUBDIVIDER'S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
c) Acceptability of Insurer. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to the CITY.
Verification of Coverage. SUBDIVIDER shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically through the Exigis insurance system to: [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, SUBDIVIDER shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
d) Sub-contractors. SUBDIVIDER shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of SUBDIVIDER to verify existence of sub-contractor's insurance shall not relieve SUBDIVIDER from any claim arising from sub-contractors work on behalf of SUBDIVIDER.
RED TOP ROAD
Enclave at Red Top
Units 1 & 2
INTERSTATE 80
RODRIGUEZ HIGH SCHOOL
LOPES ROAD
WATT DRIVE
6 TRILLIUM CT.
5 Enclave at Red Top
Unit 3
HW
HW
HW
HW
VWD Water
Transmission Main
Agenda Item No: K.7
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2025-24 PW Cogeneration Engine Maintenance Services Agreement
Suspending Competitive Bidding, Authorizing the Execution of a Contractor Services Agreement Between the City of Fairfield and Holt of California, and Authorizing an Update to the Fiscal Year 2024-2025 Budget for Cogeneration Engine Maintenance Services
Funding Source: $224,790; Cogeneration Fund
Contact: Peter Peirce, (707) 428-7563
RECOMMENDED ACTION
Adopt resolution.
STATEMENT OF ISSUE
The cogeneration engine in the City’s central utility plant (CUP) at the Civic Center Complex failed, resulting in damage to internal components. Staff is requesting the suspension of competitive bidding, authorization for the city manager to execute a contractor services agreement with Holt of California (Holt), and authorization for a one -time budget adjustment to increase appropriations by $224,790 in the fiscal year (FY) 2024 -2025 Cogeneration Fund operating budget to pay for the repairs.
DISCUSSION
The City owns and operates the CUP within the Civic Center Complex, which includes City Hall, Council Chambers, Police Department, Fire Station 37, Community Center, and the Adult Recreation Center buildings.
The CUP employs a highly efficient and cost-effective cogeneration system that uses a single fuel source to simultaneously generate electrical and thermal energy. This energy supplies most of the Civic Center Complex's electricity, heating, and cooling needs. Local utility companies supply energy needs in excess of what the CUP produces.
On January 2, 2025, the cogeneration engine, a critical component of the cogeneration system, had significant mechanical failures that resulted in the complete shutdown of the entire system.
The Cogeneration engin e requires immediate repairs, including a top-end engine overhaul and installation of a short block and the servicing and testing of the generator. Promptly addressing these repairs will result in significant cost savings for the City. When the CUP is inop erable, monthly utility costs can range from $53,000 during off -peak months to $125,000 during peak months. However, when the CUP is fully operational, utility costs are reduced by 50% or more.
The City participates in a cooperative purchasing agreement with Sourcewell, a government agency that conducts rigorous competitive procurement processes on behalf of other government agencies nationwide. This cooperative purchasing agreement gives the City access to thousands of prequalified vendors and service providers and Sourcewell’s national competitive pricing structure.
Sourcewell awarded Contract No. 092222-CAT to Caterpillar Inc. for products and services related to power generation equipment. The City has the opportunity to procure the necessary cogeneration engine repairs with Caterpillar Inc. through their local authorized dealer, Holt, at the competitive prices negotiated by Sourcewell.
The City’s Purchasing Policy requires that staff conduct a formal bidding process for all general contractual servi ces exceeding $100,000. However, the City adopted Ordinance No. 2019 -10 amending Chapter 28 of the Fairfield Municipal Code. Section 28.60 of the Fairfield Municipal Code provides that the council may suspend competitive bidding and procure general contractual services through the use of an alternative selection process if such procurement is in the best interests of the City.
The attached resolution authorizes the suspension of competitive bidding and authorizes the city manager to execute a contractor s ervices agreement with Holt for cogeneration engine repairs in the amount of $490,790 ($446,172 plus a 10% contingency of $44,618).
The repairs will be paid for by the Cogeneration Fund (Fund 531). As these types of mechanical failures were not anticipated during the FY 2024-2025 budget development process, repair costs were not included in the FY 2024 -2025 Cogeneration Fund operating budget. The attached resolution authorizes a one -time budget adjustment to increase appropriations in the FY 2024 - 2025 Cogeneration Fund operating budget by $224,790 for the repairs, which will be offset using the existing balance in the Cogeneration Fund.
FINANCIAL IMPACT
Total authorization for the cogeneration engine repairs is $490,790 ($446,172 plus a 10% contingency of $44,618).
Funding for the repairs was not included in the FY 2024 -2025 budget and will require a one-time budget adjustment of $224,790 to increase appropriations in the Cogeneration Fund (Fund 531), to be funded with the existing fund balance in the Cogeneration Fund.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
If the council has any questions, this request may be delayed so that staff may provide the necessary background information. This is not recommended, however, as the City’s utility costs may increase while the CUP remains inoperable.
COORDINATED WITH
Finance
STAFF CONTACT
Chris Lewis, Sr. Management Analyst
(707) 428-7089
[email protected]
ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement
CITY OF FAIRFIELD
RESOLUTION NO. 2025-24
SUSPENDING COMPETITIVE BIDDING, AUTHORIZING THE EXECUTION OF A CONTRACTOR
SERVICES AGREEMENT BETWEEN THE CITY OF FAIRFIELD AND HOLT OF CALIFORNIA, AND AUTHORIZING AN UPDATE TO THE FISCAL YEAR 2024-2025 BUDGET FOR COGENERATION
ENGINE MAINTENANCE SERVICES
WHEREAS, the City owns and operates the Central Utility Plant (CUP) within the Civic Center Complex, which includes City Hall, Council Chambers, Police Department, Fire Station 37, Community Center, and the Adult Recreation Center buildings; and
WHEREAS, the CUP employs a cogeneration system to supply most of the Civic Center Complex's electricity, heating, and cooling needs , and the remaining needs are supplied by local utility companies; and
WHEREAS, on January 2, 2025, the cogeneration engine, a critical component of the cogeneration system, had significant mechanical failures that resulted in the complete shutdown of the entire system; and
WHEREAS, the City’s monthly utility costs can range from $53,000 during off -peak months to $125,000 during peak months when the CUP is inoperable; and
WHEREAS, the City solicited and received a proposal for repairs from Holt of California (Holt), a local authorized dealer for Caterpillar Inc., the manufacturer of the CUP; and
WHEREAS, the City participates in a cooperative purchasing agreement with Sourcewell , a government agency that conducts rigorous competitive procurement processes on behalf of other government agencies nationwide; and
WHEREAS, Caterpillar Inc. is a participating vendor in the Sourcewell cooperative under Contract No. 092222-CAT; and
WHEREAS, City of Fairfield Ordinance No. 2019-10 authorizes the Council to suspend competitive bidding and procure general contractual services through the use of an alternative selection process, such as the cooperative purchasing agreement with Sourcewell, if such procurement is in the best interests of the City; and
WHEREAS, funding for cogeneration engine repairs was not budgeted in the fiscal year (FY) 2024- 2025 Budget, thus requiring an increase of appropriations of $224,790 in the Cogeneration Fund (Fund 531); and
RES. NO. 2025-24
WHEREAS, the revised appropriation constitutes an update to the FY 2024 -2025 Budget approved pursuant to Resolution No. 2024-133.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. The council hereby suspends competitive bidding and authorizes the city manager to enter into a contractor services agreement with Holt in the amount of $490,790 ($446,172 plus a 10% contingency of $44,618) for cogeneration engine repairs.
Section 2. The public works director or designee is authorized and directed to do all things necessary to implement the Agreement and budget adjustment.
Section 3. The council hereby approves a one-time budget adjustment of $224,790 from the Cogeneration fund balance (Fund 531) to its operating budget (Organization Code 53160315).
Section 4. The council hereby approves an increase in appropriations of $ 224,790 to the Cogeneration Fund (Fund 531) operating budget.
PASSED AND ADOPTED this 4th day of February 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
_________________________________________________
MAYOR
ATTEST:
___________________________
CITY CLERK
1 Rev. 01/09/2025
CONTRACTOR SERVICES AGREEMENT
COGENERATION ENGINE OVERHAUL 2025
THIS AGREEMENT is made at Fairfield, California, as of ____________, 2025, by and between the City of Fairfield, a municipal corporation (“CITY") and Holt of California ("CONTRACTOR"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONTRACTOR. CONTRACTOR shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.”
3) FACILITIES AND EQUIPMENT . CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.
4) GENERAL PROVISIONS . The general provisions set forth in the City of Fairfield Standard Specifications and Details, latest edition and Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control.
5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control.
6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428-7509) and online at www.fairfield.ca.gov/biz
7) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
8) TERM. This agreement shall be in effect through December 31, 2025.
3 Rev. 01/09/2025
EXHIBIT “A”
SCOPE OF SERVICE
Proposal
January 10th, 2025
Expiration Date: 30 days from the above date
Proposal To:
City of Fairfield
Attn: Mark Sharp
Equipment Description:
Caterpillar G3516
Serial # GSZ00470
Jobsite location:
1000 Webster St,
Fairfield Ca
Prevailing Wage Law:
Pursuant to 8 CCR § 16000 and Labor Code 1771, Public Works contracts for maintenance over one thousand dollars ($1000) are subject to California prevailing wage law. The acceptance and performance of this proposal would invoke California Prevailing Wage law therefore certified payroll records will be made available upon request.
Public Works Contractor Registration # 1000016732
Sourcewell Contract # 092222-CAT
C10 Electrical Contractors License
For loadbank testing and work related to the 120 volt – 480 volt ancillary systems a California C10 is required.
Electrical Contractors license # 760251
Holt Of California:
Propose to furnish the labor, parts, supplies, and materials to perform the work described below:
Disconnect/connect, remove/install, and transport engine from and to site.
4 Rev. 01/09/2025
Disassemble engine, install short block, complete top end overhaul, and transfer ancillary parts.
Service generator end.
Supply and install load bank for testing and tuning.
Description of work to be performed:
Disconnect/connect, remove/install, and transport engine from and to site. 1) Drain and dispose of remaining Oil and Water in engine. 2) Disconnect and isolate batteries, exhaust, gas, and coolant connections. 3) Disconnect and tape off main electrical leads.
4) Prep engine for transport, lift engine onto skates, remove from room, load onto truck, and transport to Holts West Sacramento shop.
5) Once repairs are completed complete steps 1-4 in reverse order to reinstall.
Note:
Rigging, forklift, and trucks will be supplied by Holt, and the cost for these is included in this proposal.
Disassemble engine, install short block, complete top end overhaul, and transfer ancillary parts.
1) Disassemble engine, clean, inspect engine components per Caterpillar reusability guidelines.
Prep and process cores for shipment.
2) Remove and send out aftercooler for failure analysis, reconditioning, and testing. 3) Disconnect generator, and complete visual inspection. 4) Supply and install short block. Short block will come with a crankshaft and cylinder packs. 5) Complete Top End Overhaul. See bill of materials below for new and remanufactured components
that are included with the Top End Overhaul.
6) Clean, inspect, and install all components that will be reused.
Top End - Bill of Materials
Reman components
(1) Short block
(16) Cylinder head
(1) Main water pump
(1) Aux water pump
(1) Aftercooler
(2) Turbo
(2) Starter
(1) Oil Pump
(1) Exhaust bypass
(4) Camshaft
(32) Cam followers
(1) Oil Cooler
5 Rev. 01/09/2025
New Components
(1) Oil temp regulator
(6) Water temp regulator
(2) Aux water temp regulator
(16) Spark plug
(16) Transformer
(8) Cam bushing
(2) Thrust plate
(1) Oil bypass valve & spring
(1) Oil suction screen
(3) Oil filter
(2) Battery
Turbo Coolant & Oil Lines
New gasket and seals for all components above.
Notes:
Any parts not listed in the “Bill of Materials” that do not meet Caterpillar reusability guidelines after inspection will be quoted as an additional charge and will need to be approved by the customer prior to replacing.
Customer will supply Lube Oil.
It is assumed that there will be a partial credit for the engine block core. That credit has already been applied in this proposal.
Service generator end.
1) Disassemble and inspect.
2) Steam clean all windings and bake out to remove all moisture. 3) Electrically test all windings and record results.
4) Test all associated components.ie Diodes, Rectifiers, RTD’s ect. 5) Inspect all mechanical fits and measure and record all clearances. 6) Varnish treat windings using epoxy resin.
7) Dynamically balance rotating fields with rotating parts. 8) Furnish and install new Standard bearings.
9) Reassemble generator and paint.
10) Provide roundtrip transportation.
Note:
Any discovery work will be quoted after the generator has been inspected.
Supply and install load bank for testing and tuning.
1) Transport and connect 1500Kw load bank, portable circuit breaker, and load cables. 2) Test run and tune engine with load. Ensure proper operation.
6 Rev. 01/09/2025
Pricing
Disconnect/connect, remove/install, and transport engine from and to site.
Labor $ 8,778.00
Misc $17,080.00
Sales Tax @ 8.38% $ 1,431.30
Total $27,289.30
Disassemble engine, install short block, complete top end overhaul, and transfer ancillary parts.
Labor $110,880.00
Parts $240,305.58
Sourcewell Discount for Parts Pricing
City of Fairfield Member #32183 - $22,417.30 Misc $ 8,090.00
Sales Tax @ 8.38% $ 20,815.55
Total $380,091.13
Service generator end.
Labor $20,475.00
Misc $ 4,134.00
Sales Tax @ 8.38% $ 346.43
Total $24,609.43
Supply and install load bank for testing and tuning.
Labor $ 9,240.00
Misc $ 4,560.00
Sales Tax @ 8.38% $ 382.13
Total $14,182.13
Total proposal Cost $446,171.99
7 Rev. 01/09/2025
Clarifications:
1.Any changes to the Scope of Work or Bill of Material will require the quotation to be revised which may result in a price change and/or rescheduling of the work.
2. Holt of California ("Holt") warrants its service labor and parts for 12 months, or 8000 hours whichever occurs first from the date of last labor. The warranty does not apply if, in the opinion of Holt, the maintenance or operation is not reasonable and proper.
3. The working condition of all components that are not being replaced is the owner’s responsibility, and there is no implied warranty on parts that will be reused.
4. This proposal does not include reman core cost. If any cores do not meet Caterpillar Core criteria additional core cost may apply.
5. This proposal includes standard shipping. If expedited shipping is required additional freight cost may be added at time of invoice.
6. MOP's are included in this proposal, the MOP must be approved at a minimum of 2 weeks prior to
the start of any work.
7. This proposal assumes that all work will occur during Holt of California’s normal business hours.
8. Applicable taxes included in this proposal are subject to change.
Michael Roulet HOLT of California
Product Support Representative
(916) 642-5426
E-mail: [email protected]
8 Rev. 01/09/2025
EXHIBIT “B”
PAYMENT
1) The total contract price for services rendered by CONTRACTOR under this Agreement shall not exceed four hundred ninety thousand seven hundred eighty-nine dollars and nineteen cents ($490,789.19) which includes the proposal amount of four hundred forty-six thousand one hundred seventy-one and ninety -nine cents ($446,171.99) plus a 10 % contingency of forty-four thousand six hundred seventeen dollars and twenty cents ($44,617.20). 2) Payment shall be made to CONTRACTOR based on monthly progress billings and final invoice.
Final invoice to be submitted on completion of scope of work set forth in Exhibit “A”. 3) Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to by the CITY and CONTRACTOR, and shall be billed on a time and materials basis to the City of Fairfield.
9 Rev. 01/09/2025
EXHIBIT “C”
GENERAL PROVISIONS
1) INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, CONTRACTOR shall be an independent Contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONTRACTOR represents and warrants to CITY that CONTRACTOR has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONTRACTOR to practice CONTRACTOR's profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. 3) TIME. CONTRACTOR shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations pursuant to this Agreement. CONTRACTOR shall adhere to the Schedule of Activities as described in their Executive Summary.
4) CONTRACTOR NOT AN AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 6) PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at anytime during the term of this Agreement, desires the removal of any person or persons assigned by CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons.
7) STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All products which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. CITY shall be the sole judge as to whether the product of the CONTRACTOR is satisfactory.
10 Rev. 01/09/2025
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONTRACTOR. CONTRACTOR is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice to cease work on the project. CONTRACTOR shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY.
9) PRODUCTS OF CONSULTING. All products of the CONTRACTOR created under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS. CONTRACTOR shall indemnify, defend, and hold harmless the CITY, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra- hazardous activities, activities giving rise to strict liability, or defects in design by CONTRACTOR or any person d irectly or indirectly employed by or acting as agent for CONTRACTOR in the performance of this Agreement, including the concurrent or successive passive negligence of the CITY, its officers, agents, employees or volunteers.
It is understood that the duty of CONTRACTOR to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONTRACTOR from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.
12) LOCAL EMPLOYMENT POLICY . The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County. The CITY encourages an active affirmative action program on the part of its contractors, c onsultants and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.
As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin.
11 Rev. 01/09/2025
13) CONTRACTOR NOT A PUBLIC OFFICIAL. CONTRACTOR is not a "public official" for purposes of Government Code §§ 87200 et seq. CONTRACTOR conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CI TY official, other than normal contract monitoring. In addition, CONTRACTOR possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel.
14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS . When the CITY executes an agreement for or makes payment to CONTRACTOR in the amount of $600 (six hundred dollars) or more in any one calendar year, CONTRACTOR shall provide the following information to CITY to comply with Employment Development Departm ent (EDD) reporting requirements:
a) Whether CONTRACTOR is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non -profit corporation or other form of organization.
b) If CONTRACTOR is doing business as a sole proprietorship, CONTRACTOR shall provide the full name, address and social security number or federal tax identification number of the sole proprietor.
c) If CONTRACTOR is doing business as other than a sole proprietorship, CONTRACTOR shall provide CONTRACTOR’s federal tax identification number. 15) LABOR AND WAGE CODE GUIDELINES. Attention is directed to Section 1777.5 of the Labor Code as it applies to Apprenticeship Standards.
The general prevailing wage rates for each craft, classification, or type of workman shall be determined by the Director of Industrial Relations (available online at http://www.dir.ca.gov/dlsr/PWD/index.html - select the appropriate wage decision and then collect the wage decisions for Statewide, Northern California and Solano County). A copy of these wage rate determination are kept on file are available for review at the Office of the City Engineer located at 1000 Webster Street.
In accordance with the provisions of Section 1860 of the California labor Code, attention is directed to the requirement that in accordance with the provisions of Section 3700 of the California Labor Code, every contactor will be required to secure the payment of compensation of his or her employees.
Attention is directed to the Federal Minimum wage rate requirements. If there is a difference between the minimum wage rates predetermined by the Secretary of Labor and the general prevailing wage rates determined by the Director of the California Department of Industrial relations for similar classifications of labor, the Contractor and subcontractors shall pay not less than the higher wage rates. The Department will not accept lower State wage rates not specifically included in the Federal minimum wage determinations. Where Federal wage determinations do not contain the State wage rate determination otherwise available for use
12 Rev. 01/09/2025
by the Contractor and subcontractors, the Contractor and subcontractors shall pay not less than the Federal minimum wage rates, which most closely approximates the duties of the employees in question.
16) CONTRACT BONDS (required for projects above $25k). The Contractor shall furnish two good and sufficient bonds in compliance with applicable federal and state laws. One of the bonds in the amount of one hundred percent (100%) of the contract price shall guarantee the faithful performance of the contract by the Contractor; and, in addition, by its terms, the faithful performance bond shall remain in full force and effect for a period of one (1) year from and after the completion and acceptance of said work t o guarantee the repair and/or replacement of faulty workmanship and defective material. The other bond shall be a payment (labor and material) bond in the amount of one hundred percent (100%) of the contract price. Each respective bond shall be in the form set forth in the Articles of Agreement Section.
Whenever any surety or sureties on any such bonds, or on any bonds required by law for the protection of the claims of laborers and material men, become insufficient, or the City has cause to believe that such surety or sureties have become insufficient, a demand in writing may be made of the Contractor for such further bond or bonds or additional surety, not exceeding that originally required, as is considered necessary, considering the extent of the work remaining to be done. Thereafter no payment shall be made upon such contract to the Contractor or any assignee of the Contractor until such further bond or bonds or additional surety has been furnished.
The City Engineer before execution of the contract by City may require that Contractor submit the documents enumerated in Code of Civil Procedure section 995.660 to verify the sufficiency of the surety or sureties on the contract bonds.
13 Rev. 01/09/2025
EXHIBIT “D”
INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form wit h a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.
3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
14 Rev. 01/09/2025
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises o wned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage.
Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub- contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.
15 Rev. 01/09/2025
Check this box if section does not apply City Initial Contractor Initial
PERFORMANCE BOND
(include if project is over $25k)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Fairfield (“City”) has awarded to Holt of California 3850 C hannel Dr ive West Sacramento, CA 95691
(Name and address of Contractor)
(“Contractor”) a contract (the “Contract”) for the work described as follows:
COGENERATION ENGINE OVERHAUL 2025
WHEREAS, Contractor is required under the terms of the Contract to furnish a bond for the faithful performance of the Contract.
NOW, THEREFORE, we, the undersigned Contractor, as Principal, and
,
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto City in the penal sum of four hundred ninety thousand seven hun dred eighty-nine dollars and nineteen cents
Dollars ($ 490,789.19), this amount being not less than one hundred percent (100%) of the total contract price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Contractor, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform all the undertakings, t erms, covenants, conditions and agreements in the Contract and any alteration thereof made as therein provided, on the Contractor's part to be kept and performed, all within the time and in the manner therein specified, and in all respects according to the ir true intent and meaning, and shall indemnify and hold harmless City, its officers, agents, and others as therein provided, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
16 Rev. 01/09/2025
In case suit is brought upon this bond, Surety further agrees to pay all court costs and reasonable attorneys' fees in an amount fixed by the court.
FURTHER, the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, addition or modification to the terms of the Contract, or of the work to be performed thereunder, or the specifications for the same, shall in any way affect its obligations under this bond, and it does hereby waive notice of any such change, extension of time, alteration, addition, or modification to the terms of the Contract or to the work or to the specifications thereunder. Surety hereby waives the provisions of California Civil Code §§ 2845 and 2849. City is the principal beneficiary of this bond and has all rights of a party hereto.
IN WITNESS WHEREOF, this instrument shall for all purposes be deemed an original hereof, have been duly executed by Contractor and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Contractor” “Surety”
By: By:
Title Title
By: By:
Title Title
(Seal) (Seal)
Note: This bond must be executed and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached.
17 Rev. 01/09/2025
Check this box if section does not apply City Initial Contractor Initial
PAYMENT BOND
(LABOR AND MATERIALS)
(include if project is over $25k)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Fairfield (“City”) has awarded to Holt of California 3850 Channel Drive West Sacramento, CA 95691
(Name and address of Contractor)
(“Contractor”), a contract (the “Contract”) for the work described as follows:
COGENERATION ENGINE OVERHAUL 2025
WHEREAS, Contractor is required under the terms of the Contract and the California Civil Code to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law.
NOW, THEREFORE, we, the undersigned Contractor, as Principal, and
,
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto City in the penal sum of four hundred ninety thousand seven hun dred eighty-nine dollars and nineteen cents
Dollars ($490,789.19), this amount being not less than one hundred percent (100%) of the total contract price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Contractor, his, her or its heirs, executors, administrators, successors or assigns, or subcontractors shall fail to pay any of the persons named in Section 3181 of the California Civil Code, or any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to work or labor performed under the Contract, the Surety will pay for the same in an amount not exceeding the penal sum specified in this bond; otherwise, this obligation shall become null and void.
18 Rev. 01/09/2025
This bond shall inure to the benefit of any of the persons named in Section 3181 of the California Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon the bond. In case suit is brought upon this bond, Surety further agrees to pay all court costs and reasonable attorneys' fees in an amount fixed by the court.
FURTHER, the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, addition or modification to the terms of the Contract, or of the work to be performed thereunder, or the specifications for the same, shall in any way affect its obligations under this bond, and it does hereby waive notice of any such change, extension of time, alteration, addition, or modification to the terms of the Contract or to the work or to the specifications thereunder. Surety hereby waives the provisions of California Civil Code §§ 2845 and 2849.
IN WITNESS WHEREOF this instrument shall for all purposes be deemed an original hereof, have been duly executed by Contractor and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Contractor” “Surety”
By: By:
Title Title
By: By:
Title Title
(Seal) (Seal)
Note: This bond must be executed and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached.
19 Rev. 01/09/2025
CALIFORNIA ALL-PURPOSE-ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the trustfulness, accuracy, or validity of that document.
State of California ) County of ____________________________ )
On ________________________ before me, _______________________________________, Date Here Insert Name and Title of the Officer Personally appeared ___________________________________________________________ Name(s) of Signer(s)
____________________________________________________________________________ Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledgment to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/t heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature _____________________________
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: ____________________________ Document Date: ____________ Number of Pages: _______ Signer(s) Other Than Named Above: ________________________ Capacity(ies) Claimed by Signer(s)
Signer’s Name: ________________________
Corporate Officer – Title(s):_____________
Partner – Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other: ______________________________
Signer Is Representing: __________________
_____________________________________
Signer’s Name: ________________________
Corporate Officer – Title(s):_____________
Partner – Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other: ______________________________
Signer Is Representing: __________________
_____________________________________
Agenda Item No: L.1
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: CM Minute Action Approving the Mayor’s Appointments
Minute Action Approving Mayor’s Appointments to the Golf Advisory Board, Rockville Hills Regional Park Citizens Advisory Committee, and Youth Commission
Funding Source: N/A
Contact: Esther Beavers, (707) 428-7402
RECOMMENDED ACTION
Approve appointments. Perform oath of office.
STATEMENT OF ISSUE
The City Council is being asked to approve the appointments as follows:
Golf Advisory Board
Term January 1, 2025, to December 31, 2028
Carol Haddock
Rockville Hills Regional Park Citizens Advisory Committee Term January 1, 2025, to December 31, 2028
Cynthia Apaka
Jessica Aveytia
Jared Preston
Youth Commission
Term January 1, 2025, to December 31, 2026
Daniel Gonzalez
DISCUSSION
The Golf Advisory Board serves four-year terms. The board’s terms are from January 1, 2025 , through December 31, 2028.
The Rockville Hills Regional Park Citizens Advisory Committee serves four -year terms. The committee’s terms are from January 1, 2025, through December 31, 2028.
The Youth Committee serves two-year terms. The committee’s terms are from January 1, 2025, through December 31, 2026.
Councilmembers Doriss Panduro and Scott Tonnesen interviewed the applicants on January 14- 15, 2025. The interviewed applicants listed above were recommended for appointment, and the recommendations were submitted to Mayor Catherine "Cat" Moy for consideration.
Mayor Moy agreed with the recommendations provided.
FINANCIAL IMPACT
N/A
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The council may choose not to approve the mayor’s appointments, thereby leaving vacancies.
COORDINATED WITH
N/A
STAFF CONTACT
Esther Beavers, Deputy City Clerk
(707) 428-7402
[email protected]
ATTACHMENTS
N/A
Agenda Item No: L.2
AGENDA REPORT
DATE: February 4, 2025
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Electric Bike Usage in Rockville Hills Regional Park
Proposed Revisions to Ordinance 2020-04: Guidelines for Electric Bike (E-bike) Usage in Rockville Hills Regional Park
Funding Source: N/A
Contact: Gary Sponsler, (707) 428-7416
RECOMMENDED ACTION
Receive report and provide direction to staff.
STATEMENT OF ISSUE
The City Council established the Rockville Citizens Advisory Committee (RCAC) and RCAC Guidelines by Resolution No. 2007 -319 in November 2007. The RCAC’s purpose is to assist the City in making major decisions that affect the Rockville Hills Regional Park (Park).
In early 2023, the council requested RCAC to provide a recommendation regarding the use of electric bikes (e-bikes) in the park.
DISCUSSION
The 633-acre Park is located on Rockville Road west of Suisun Valley Road. The Park serves a variety of local and visiting users, including walkers, hikers, runners, bicyclists, and outdoor enthusiasts. Additionally, the Park serves as an educational oasis , often hosting a variety of students and youth organizations.
Due to the delicate nature of the single -track trail systems in the Park that created unsafe conditions for fellow trail users, the council authorized an update to amend Chapter 12B (Parks and Recreation) of the Fairfield Municipal Code to prohibit the riding or operating of e -bikes in the Park in March 2020 by Ordinance No. 2020-04.
In early 2023, the council requested RCAC to revisit the use of e -bikes in the Park based on increased interest and advocacy from some residents and park users. Though RCAC historically meets quarterly, special meetings were held to start discussions towards developing a recommendation.
The following efforts assisted RCAC in formulating their recommendation, t hough RCAC welcomes discussion with the council to fully formulate their final recommendation:
Creating and distributing a park user preference survey, with an emphasis on questions regarding allowing e-bike usage.
o Nearly 1,400 responses, which are summarized in the findings in Attachment 2. Interviews with directors from Skyline Wilderness Park (Napa County) and East Bay Regional Park District (Alameda and Contra Costa Counties) to understand expected vs. actual impact.
o Both organizations currently allow Class 1 e-bikes in their parks. Listened to community comments during RCAC meetings.
Significant dialog amongst the seven-member committee.
RCAC could not come to a unanimous decision on allowing e -bikes. However, they did decide to recommend to council three options for allowing e-bikes into the Park:
1. Allow class 1 e-bikes into the Park.
2. Allow class 1 e-bikes into the Park if minimum staffing is available.
3. Allow class 1 e-bikes into the Park contingent on securing funding of Management Plan.
Staff Response to RCAC Recommendations:
Staff agrees with the three RCAC recommended options.
FINANCIAL IMPACT
Currently, there are no budgeted recommendations and , therefore, no anticipated financial impacts.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
Community engagement was conducted at a variety of touchpoints, including a visitor survey, and presentations from two other entities.
ALTERNATIVE ACTION
Staff is seeking council direction. The council may also choose not to act at this time.
COORDINATED WITH
N/A
STAFF CONTACT
Gary Sponsler, Landscape Maintenance Manager
(707) 428-7416
[email protected]
ATTACHMENTS
Attachment 2: Ordinance 2020-04
Attachment 3: Summarized Survey Results
CITY OF FAIRFIELD
ORDINANCE NO. 2020- 04
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD AMENDING CERTAIN SECTIONS OF FAIRFIELD CITY CODE, CHAPTER 12B, PARKS AND
RECREATION, TO PROHIBIT ELECTRIC BICYCLES IN ROCKVILLE HILLS
REGIONAL PARK
THE CITY COUNCIL OF THE CITY OF FAIRFIELD DOES ORDAIN AS FOLLOWS:
SECTION 1. A new term and definition is hereby added to Section 1213. 1 ( Definitions) of Chapter 12B of the Fairfield City Code, in proper alphabetical order, to read as follows:
Electric Bicycle — A bicycle equipped with fully operable pedals and an electric motor of less than 750 wafts. The term Electric Bicycle includes Class 1, Class 2, and Class 3 Electric Bicycles, as those terms are defined in California Vehicle Code section 312. 5( a)."
SECTION 2. A new section subsection ( h) is hereby added to Section 1213.4 (Traffic and parking regulations) of Chapter 12B of the Fairfield City Code, to read as follows:
h) Ride or operate any Electric Bicycle in Rockville Hills Regional Park." SECTION 3. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.
SECTION 4. The City Council finds this Ordinance is not a "project" within the meaning of the California Environmental Quality Act, Public Resources Code §§ 2100 et seq.
CEQA"), and 14 Cal. Code Regs. §§ 1500 et seq. (" CEQA Guidelines). The Ordinance prohibits the operation of electric bicycles within a City park and has no potential for resulting in a direct or reasonably foreseeable' indirect physical change in the environment. Pursuant to CEQA Section 21065 and Section 15378 of the CEQA Guidelines, no environmental review of the Ordinance is required.
SECTION 5. This Ordinance shall be effective 30 days following its adoption by the City Council. A summary of this Ordinance shall, within fifteen ( 15) days after passage, be published in accordance with Section 36933 of the Government Code of the State of California with the names of the City Council members voting for and against it.
ORD. NO. 2020- 04
INTRODUCED at a regular meeting of the City Council of the City of Fairfield on the 3rd day of March, 2020, and
PASSED AND ADOPTED this 24th
day of March, 2020, by the following vote:
AYES: COUNCILMEMBERS: PRICE / BERTANI / MOY/ TIMM / VACCARO NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
ABSTAIN: COUNCILMEMBERS: NONE
Q,c,a j
MAYOR
ATTEST:
U
CITY CLEkk