JOINT EXERCISE OF POWERS AGREEMENT
BETWEEN
STATE CENTER COMMUNITY COLLEGE DISTRICT
AND THE
CITY OF FRESNO
This Joint Exercise of Powers Agreement ("Agreement") is made and entered into this _ day of September, 2O26, by and between the State Center Community Cottege District ("SCCCD" or "District") and the City of Fresno ("City") on the terms and conditions which follow:
RECITALS
WHEREAS, the City's Fire Department and the SCCCD have worked cotlaborativety to develop and enter into this Agreement to a[[ow for the parties to jointty design, construct and operate a Fire Regionat Training Center ("Project"). The parties have estabtished certain key priorities and goats for the Project which are f urther set forth in as Exhibit'A" hereto; and WHEREAS, in or around December, 2022, SCCCD and City began investigating what opportunities the parties might have to cotlaboratively devetop the Project on SCCCD's Fresno City Cottege First Responder Campus in Fresno, Catifornia (APN 316-07-23\ ("Property"); and
WHEREAS, the Project witt be anchored by academicatty focused programs in fire science, emergency medicaI services, administration of justice training in law enforcement, corrections, forensics, disaster management and those generaI education courses supporting pubtic safety curriculum, atl of which witl enabte expansion to meet increased market demands for a trained workforce in this area.
WHEREAS, the Project witl have numerous benefits to the community the Parties serve, inctuding increased: access to higher education, trained pubtic safety workforce, tocatty added jobs increasing tax revenues, and a demand for housing and educational enterprise. The Project witt hetp stabitize the region's economic base and further catalyze private sector growth in businesses to serve the increased student population, causing a greater efficiency through joint use of pubtic property for students and citizens.
WHEREAS,, the Parties further recognize that pubtic safety training is a itop educationaI need expressed in the CentraI Vattey. The anticipated training programs offered bythe Project wil[ provide excettent opportunities to co[[aborate and jointty use facitities and A
instructiona[ space. This witt be an important regionaI facitity, partnering with other Central Vattey agencies to offer a cost-effective means to dramaticatty increase the number of emergency pubtic safety personneI abte to serve the CentraI Vattey communities; and WHEREAS, the Parties have determined that the above-described Project can be coltaborativety developed by the Parties on the Property as set forth herein; and WHEREAS, SCCCD and City now desire to enter into this agreement to set forth the terms, conditions, contributions, rights and obtigations the parties have agreed to in orderto attow for the City to undertake construction of permanent facilities for the long-term operation of the Project through a ground [ease of the Property pursuant to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, the parties agree as foltows:
ARTICLE 1
SUBJECT OFAGREEMENT
Premises. SCCCD, in exchange for the consideration provided in this Agreement, leases to City a portion of the Property, consisting of a portion of the Fresno City Cottege First Responder Campus situated at the northwest corner of Willow and North Avenues at 3300 E. North Avenue in Fresno, California consisting of 3.30 acres ("Premises"), which is more particutarty described in the site description and plan attached as Exhibit "8."
Project. Pursuant to the terms of this Agreement, City shatt design and construct the Project, consisting of a permanent Fire Training Facitity inctuding : Six-story burn towerto be owned and maintained by SCCCD as described herein (the "Fire Tower"); Two-story residential burn buitding with basement; Administration buitding with apparatus storage, training ctassrooms, and training offices; shade structure; and a WHP fire prop modutar structure consisting of 6-first ftoor modules, 2-third ftoor modules, and 2-fourth floor modules comprising approximatety 146,205 square feet of site improvements and on the Premises as set forth herein, consistent with the schematic diagram set forth in Exhibit "C".
c. Early Termination Fee for Buy-Out of Project. Attached as Exhibit "D" is the chart setting forth the 50-year payment schedute for the Earty Termination Fee for Buy Out of the Project which, subject to the parties respective post-comptetion obtigations set forth under this Agreement witt be appticable in the event the District elects to 2 A.
B.
c.
terminate this Agreement prior to the expiration of the initiat Term pursuant to Articte Vlll, below.
ARTICLE II
JOINT USE CONTRIBUTIONS
SGCCD Contribution ByWayof Real Estate Lease and FireTower Funding. SCCCD hereby contributes a real estate lease, as a ground lease ("Lease") to City, together with the right of access as specified at the location described in Articte l, B. Titte to the Premises and Property shatt otherwise remain with SCCCD at a[[times. The Lease shatt be for a period of fifty (50) years with the right of extension as set forth herein. ln addition, the SCCCD shatt provide a contribution in the amount of $7,000,000 to contribute to the funding for the Fire Tower as further described in Exhibit "l." Gity Contribution of Project Facitities. City shatt work collaboratively with SCCCD to design and construct the Project at its sote cost and expense. City shatt atso construct such external improvements as are necessary or desirable for the operation of the Project, which may inctude vehicle parking areas, patio, access, and tandscaping (cottectivety, the "Project"). SCCCD shat[ have the opportunity to review and approve the drawings at 500/o completion of the drawings and 80% comptetion of the drawings and provide input on the ptans for the Project and for the external improvements. City shatl not commence construction of the Project without first obtaining written finat approval of the design from SCCCD, which shatt not be unreasonabty withhetd. SCCCD sha[[ atso conduct a finat inspection and provide written notice of acceptance of the Fire Tower portion of the Project upon comptetion by the City's construction contractor. After such written acceptance of the Fire Tower by the District fee titte of the Fire Tower shatt at att times betong to the District as part of the Premises.
Joint Use of Project of Facilities and Other SCCCD Facitities/lmprovements. The parties have further agreed to develop and imptement a mutuatty agreed upon joint use schedute to be amended from time to time whereby SCCCD shatt have use of the completed Project facilities for at teast the minimum hours and identified uses set forth in Exhibit "F." inctuding the mutua[ty agreed upon use of the Fire Tower portion of the Project. City shatt also have the right to joint use of existing SCCCD facitities for at least the minimum hours and uses set forth in Exhibit "F."As described therein, City and SCCCD shatt meet at least annuatty to review and mutuatly agree upon scheduted joint uses by the parties.
3 B
ARTICLE III
REAL PROPERTY LEASE
A. Term. The initiat term of the Lease witt begin upon effective date of this Agreement, and last for an initiat time period of fifty (50) years expiring on the 50th anniversary of the commencement of the above date unless terminated for defautt as set forth herein. Upon mutual agreement, SCCCD and City may extend the initiat term for a maximum term of ten (10) additionat years at a time for up to five (5) additionat extensions.
Possession. City shatt be entitted to possession on the first day of the term of the Lease and shatt yietd possession to SCCCD upon termination or expiration of this Agreement. Possession shatt mean occupancy of the real property consisting of the Lease and occupancy of the Project pursuant to this Agreement. c. Consideration for Lease. The Lease serves as a ground and facitity lease to a[[ow for construction of the Project and the operation of the City's Fire Training Programs in consideration of one dottar ($t.OO1 per year subject to the sharing of maintenance costs as set forth in Articte Vl betow. Use of the City facilities by SCCCD wi[[ be free of charge for the tife of the Lease.
ARTICLE IV
OWNERSHIP OF PROJECT
For the duration of the Lease and this Agreement, and any extension thereof, City shatt own the Project, except for the Fire Tower as described herein which sha[[ remain the property of SCCCD after completion as described above. On termination or expiration of the Lease and this Agreement, ownership of and title to the Project witt immediatety transfer from City to SCCCD. City shatt have the right to remove atl furniture and equipment which are not permanentty attached fixtures. Att other improvements shatl be owned by SCCCD. ln the event City is unabte or unwitting to remove the furniture, fixtures and equipment due to lack of funds or any other reason within sixty (60) days of termination or expiration, the ownership of said f urniture and equipment sha[[ vest in SCCCD. City sha[[ execute such documents as necessary to perfect vesting of titte to SCCCD. ln the event SCCCD determines that the improvements have no vatue to SCCCD and/or cannot be used by SCCCD for educational purposes, then SCCCD may, in its sole discretion, require the City to demotish the improvements.
4 A. Ptanning.
ARTICLE V
PLANNING AND CONSTRUCTION
Architect and Other Experts. City shatt be responsible for engaging and contracting with an architect and other experts as necessary (inctuding, but not [imited to, civiI engineers, geotechnicaI engineers, CEQA consuttants, and legaI counset) with respect to the ptanning, designing, and uttimate construction of the Project. City has contracted with RossDrutisCusenbery (RDC) Architecture, I nc., for architecturaI services for the Project. 1 . Design Requirements.
a. Project Size. The Project shat[ be approximatety 146,2O5 square feet as described above in Articte l. B. lnclusive of the Fire Tower City shatt also construct such externaI improvements as are necessary or desirable for the operation of the Project, which witt inctude vehicle parking areas, patio, access, and landscaping shown on the final mutuatty approved ptans and specifications for the Project. City shatt be responsibte for att road improvements retated to the Project, if appticabte. The Project shatl compty with Fietd Act requirements and shatt be submitted to and approved by the Division of State Architect (DSA). Att fees associated with the design submission and approvals shatt be borne by City.
b. Design Consistency. The Project shatl be designed in a manner that is architectura[[y consistent with the other structures on SCCCD's First Responder campus site. The
Project shat[ use the complementary interior and exterior color schemes as the rest of the First Responders Campus. SCCCD shatt have the opportunity to review and provide input on the plans at 50%o and 800/o completion. SCCCD may atso participate as collaboratively agreed to by the parties in the design devetopment process in order to assist in the design review and provide input on the plans priorto submittaI to DSAfor approva[.
Upon 1000/o comptetion of the ptans and prior to submittaI to DSA for approvat, the finat ptans shatt be submitted to the District for finat review. The District shatt have fifteen (15) 5 business days to review and provide any finat comments on the plans and specifications and issue its finat written approval.
Faiture of SCCCD to provide such final comments and/or
written approval within this time period shatt be deemed to be finat approval for City to submit the ptans to DSA and
commence construction upon finat approvat by DSA. Att DSA fees and costs sha[[ be borne by City.
B. Gonstruction
1 Survey. City witl. perform a survey at its cost for purposes of specificatty locating the parameters of the Project on the Property. A copy of the survey shatt be provided to SCCCD.
Contractor Selection and Charter Gomptiance. City shatt be responsibte for selecting quatified, Iicensed contractors, subcontractors, construction manager or managers and related consultants necessary to buitd the Project, subjectto att bidding requirements required bythe City's charter and any other appticabte taw City shatt not use the [ease-leaseback construction delivery method.
CEQA Gomptiance. The City shatt be responsibte for preparing att environmentaI review documentation necessary to ensure comptiance with the Catifornia EnvironmentaI Quatity Act (CEQA) for the Project and shat[ provide all required documents, studies, and approvats to SCCCD for consideration by SCCCD's Governing Board acting as the CEQA Lead Agency for the Project.
City shatt be sotety responsibte for all CEQA mitigation measures and a[[ related ptanning, design, construction, and improvement costs required for the Project.
ln addition, the City shatt be responsibte tor 8.41 percent of the costs of any CEQA mitigation measures required as a result of future development of the Fresno City Cottege First Responder Campus and other
infrastructure/improvement projects that are determined to directty benefit the Project, and/or are mutualty agreed to in writing pursuant to the process estabtished in ArticLe X and further described in Exhibit G.
Gonstruction Schedute; Notice. SCCCD shatt be given at teast thirty (30) days' notice of commencement of construction and a proposed schedule of
2. 3
6 4.
5 commencement and comptetion of construction for SCCCD's review and approva[.
Temporary Fencing or Similar Barrier. During the construction phase, temporaryfencing or a simitar barrier shatt be erected to ensure the safety and security of the Project, and to prevent injury and vandatism. 6. Utitities. City shatt be solely responsible for estabtishing att of their required utitity connections, inctuding separate meters, required for construction and operation of the Project and the City's Fire Training Programs and for atl costs of utitities associated therewith. City shatL submit its proposed util.ity pathways, inctuding interconnections, to SCCCD for review and approvaI and for all costs to restore existing facitities/reptace damaged facil.ities when bringing in utitities through properties.
lnterference with SCCCD Activities. Construction and operation of the Project shat[ not result in any interference with SCCCD programs or activities except as otherwise specificatty agreed to by the parties in writing in advance.
Prior to commencement of construction, parties shatl mutualty review and agree on any construction scheduling issues to avoid potentiat confticts. After completion, parties wit[ review a[[ potential conftict issues as part of the scheduting and coordination process set forth in Exhibit "H." Stop Payment Notices. Defense and payment of claims against the Project, whether stytized as mechanics' [iens or stop notices, shatt be the responsibitity of City. No such liens shatt be attowed to remain on the Premises.
Punch List; Warranty Work. City shall ensure completion of the work in accordance with the plans approved by DSA. City, or its agents, shall ensure that att punch tist items and warranty work are compteted in conformance with the plans.
Warranties. City shatt secure and enforce warranties for the work from the contractors and subcontractors as appropriate. City shall not waive any warranty for defects in design or workmanship or waive any statutes of limitation in relation thereto.
Acceptance of the Work; Notice of Gompletion. City shatt not accept the work or authorize the fiting of a notice of comptetion without input from SCCCD. ln addition, SCCCD shall provide separate written notice of acceptance of the Fire Tower portion of the Project in writing upon its 7 I
9 10.
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completion to evidence the transfer of fee titte ownership of the Fire Tower to scccD.
12 Performance and Payment Bonds. Before construction, City's contractor shatt furnish payment and performance bonds for the construction of the Project, which shatl cover 100o/o faithfut performance of and payment of all obtigations arising under the construction project andlor guaranteeing the payment in futt of atl ctaims for [abor performed and materiats supptied for the construction. Att bonds sha[t name City and SCCCD as duat-obtigees under the bonds and shatt be provided by a corporate surety authorized and admitted to transact business in Catifornia.
To the extent, if any, that the contracted amount for the Project is increased in connection with the construction, City's contractor (or subcontractors; cottectivety contractor) shatl cause the amount of the bonds to be increased accordingty and shat[ promptty detiver satisfactory evidence of such increase to City and to SCCCD. To the extent available, the bonds shatt further provide that no change or atteration of the construction contract and related documents, including, without [imitation, an increase in the contract amount, extensions of time, or modifications of the time, terms, or conditions of payment to city's contractor wi[[ release the surety. lf city's contractor faits to furnish the required bond, City, or SCCCD, may terminate the construction contract for cause.
Onl.y bonds executed by an admitted Surety insurer as defined in Code of Civit Procedure section 995.120 shatt be accepted. The surety insurers must, unless otherwise agreed to by City and in writing at the time of issuance of the bonds, have a rating not lowerthan "A-" as rated byA.M. Best Company, lnc., or other independent rating companies. City and SCCCD reserve the right to approve or reject the surety insurers setected by contractor and to require the City's contractor to obtain bonds from surety insurers satisfactory to the City and SCCCD.
ARTICLE VI
OPERATION AND MAI NTENANCE
A. Maintenance. City witt maintain in good order and condition the Project throughout the Lease term. Atl costs and fees incurred with respect to maintenance witt be borne by City. ln the event the City faits to maintain the Project in good order and condition at any time, SCCCD may provide written notice to City, and if such condition remains unremedied for 30 business days, then SCCCD may contract work to bring the Project I
back to good order and condition at the City's expense. The City wit[ reimburse SCCCD any cost associated with such maintenance within 60 days of receipt of an invoice from SCCCD for same.
B. Utitities. Att utitity connections and corresponding costs, inctuding but not timited to etectricity, gas, water, sewer, cabte, and internet, which serve the Project, witt be borne by City. City shatt ensure that the finat ptans and completed Project include separate connections and metering of a[[ such utitities in order for the City to be bitted directty by such utitities.
C. Janitorial, Landscape, Care and Security. City, at its sote cost and expense, shat[ provide att custodiat, [andscaping and gardening retated to the Project, and shatt provide security, inctuding adequate security/safety personnet, as wetl as an atarm and fire system connected to a system subject to the mutuaI written agreement of the parties, to prevent theft or vandatism, and fire damage to the Project. Att City authorized personnel providing services, inctuding vendors, shatt be adequatety screened by City and shalt be supervised by City staff.
D. Deferred Maintenance Schedule. City shatl compty with a deferred maintenance schedute, attached hereto as Exhibit "E," which establishes reasonable timeframes for the replacement of certain major components of the Project. Failure to compty with the deferred maintenance schedule shatt constitute a defautt by City and be grounds for termination of this Agreement.
Additionat Gapital lmprovements. To the extent, during the Agreement term, any additionat capitaI improvements that must be made, as opposed to ordinary maintenance and repair of the Project, such capitaI improvements shall be contracted for and made at the expense of City. SCCCD shatl review and approve the instaltation of att additionaI capitaI improvements, SCCCD's approvat shatt not be unreasonabty withhetd.
E. Operations.
1. SCGGD Right to Use Project. Untess otherwise agreed to by the parties, SCCCD shatt have the right to periodica[ly use the Project inctuding the Fire Tower at times it is not in use for the City's Fire Training Programs for SCCCD educationaI programs and other purposes. The parties shat[ mutually agree on the scheduting, coordination, and any cost reimbursement to the City prior to such use as further described herein and Exhibit "H." To the extent any cost reimbursements are mutuatty agreed upon the parties agree that the rates for I
2 SCCCD reimbursement shatt not exceed any reimbursements the City shatl. provide to SCCCD for use of other SCCCD facitities on the campus.
Hiring and Screening of Gity Staff . City shal.t ensure appropriate background checks/screening of att emptoyees, both ful.t and part-time, and shat[ conduct background and criminat checks meeting at least the minimum requirements of SCCCD's standard security procedures, and any other appticabte laws or policies. ln the event there are any issues with the background check processes, the parties witt address them as part of the joint committee process described in Articte X betow and Exhibit "H."
Hours of Operation of Project. The hours of operation of the Project shatt generatty be 7AM to 1OPM, unless otherwise agreed to by the parties as part of the scheduting and coordination process set forth in Exhibit "H". These hours of operation may be adjusted f rom time to time as agreed to by the parties.
3. Parking Facitities. Att City employees, students, contractors, and guests utitizing parking within the SCCCD First Responders Campus, inctuding parking facitities constructed by the City, shatt compty with SCCCD parking regutations and shatl obtain and disptay any parking permits required by SCCCD.
lf the SCCCD determines that new additional parking improvements are necessary as described in Exhibit A during the term of this Agreement, a new project witt be initiated ("New Parking Project").
Design and construction of the New Parking Project witt be at the City's sole financiaI responsibitity and shatt inctude att costs associated, including, but not timited to; planning, CEQA analysis, design, engineering, construction, construction management, testing, inspection, and approvat through the Division of the State Architect (DSA). Both Parties further acknowtedge that construction of the New Parking Project may trigger additionat onsite or offsite CEQA mitigation obtigations, including, but not timited to, roadway improvements, environmentaI revieq and other mitigation requirements under CEQA. ln the event the New Parking Project requires such additionat CEQA mitigation, the City shat[ be responsible for such CEQA mitigation costs in the amount of the City's agreed-upon 8.410lo proportional share costs.
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lf the City etects, after the notice of SCCCD's determination that the New Parking Project is required described herein, not to procure and manage this work, SCCCD may contract for and administer the design and construction of the New Parking Project on the City's behatf, with a[[ associated costs to be reimbursed by cityto scccD within sixty (60) days receipt of an invoice for same. SCCCD shatt provide the City with no less than eighteen (1 B) months' prior written notice before requiring City commencement of the New Parking Project by the date specified in the notice.
SGGCD's Right to Exclude Staff or Project User Due to Safety Concerns. Notwithstanding the hiring and disciplinary policies of CITY's employees or consuttants, SCCCD reserves the right to exclude from the Project and the Campus any such employee or consultant who engages in disruptive conduct and/or creates any SCCCD student/staff safety issue at the Project or on SCCCD property, or whether or not at the Project or on SCCCD property, engages in conduct constituting moral turpitude whether or not convicted of a criminal offense. SCCCD shatl have the right to exctude any user of the Project engaging in disruptive conduct or committing vandatism either to the Project or to SCCCD property.
Public Retations; Press Releases. Any press reteases, pubtic relations related information/documentation, andlor other pubtic communications (cottectivety, "Press Reteases") regarding the Project (exctuding its day-today programs and/or operations) shatt be mutua[[y agreed upon with SCCCD before release or dissemination.
Access to Project and Inspection. SCCCD, and its authorized representatives, sha[[ have emergency access to the Project at att times, and shatl be provided one set of master keys upon comptetion of the Project. Except in the case of an emergency, City shatt be notified in advance by SCCCD representatives, prior to SCCCD accessing the Project for inspections and after-hours access. The purpose for SCCCD after-hours access shatt be to ensure security and integrity of the Project and to assure that the Project is being operated in compliance with this Agreement.
No Assignment of Rights or Obligations. For the duration of this Agreement, inctuding any extensions, City shatt have no authority to 5 6
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assign its rights or obtigations or to subtet the Project, any SCCCD property, or any buitdings or equipment on SCCCD property. City shatt be permitted to altow third parties to use the Project if approved in advance in writing by SCCCD and onty under the supervision, direction and controt of City as further described in Exhibit "1." SCCCD shatt be notified at least f ive business days in advance of the third-party use and sha[[ have the option to refuse consent for the use.
ARTICLE VII
INSURANCE AND INDEMNITY
A. LiabilitylnsuranceRequirements.
Before the commencement of the work, City's contractor sha[[ purchase from and maintain, in a company or companies lawfutty authorized to do business in Catifornia as admitted carriers with a financial rating of at least not lower than A- status as rated in the most recent edition of Best's lnsurance Reports, commerciat generat tiabitity insurance per occurrence for bodity injury, personat injury and property damage inctuding automobile tiabitity insurance at a timit of no less than $2,500,000 combined singte timit per occurrence as witt protect the contractor from claims which may arise out of or result from the contractor's construction activities and for which the contractor may be legatty [iable, whether such operations are by the contractor, or by the subcontractor, a sub-subcontractor, by anyone directty or indirectty emptoyed by any of them, or by anyone for whose acts any of them may be tiabte:
claims for damages because of bodity injury (inctuding emotional distress), sickness, disease, or death of any person other than the contractor's employees. This coverage shatt be provided in a form at teast as broad as lnsurance Services Office (lSO) Form CG 0001 1 1188; and
ctaims for damages arisingfrom personaI or advertising injury in a form at [east as broad as ISO Form CG 0001 1 1 188; and
claims for damages because of injury or destruction of tangibte property, inctuding loss of use resutting there from, arising from work under this Agreement; and
1 a
b
c.
12 d
e
f.
for property damage arising out of the ownership, maintenance, or use of a motor vehicle, att mobite equipment, and vehictes moving under their own power and engaged in the work; and
claims invotving btanket contractuat tiabitity appticable to the contractor's obligations under this Agreement, inctuding tiabitity assumed by and the indemnity and defense obtigations of the contractor inctuding subcontractors; and
claims involving compteted operations, independent contractors' coverage, and Broad Form property damage, without any exclusions for coltapse, explosion, demotition, underground coverage, and excavating.
lf commercial generat tiabitity insurance or another insurance form with a general aggregate timit is used, either the generat aggregate timit shatt appty separatelyto the project [ocation (with the ISO CG 2501 or insurer's equivatent endorsement provided to) or the generat aggregate timit shatt be twice the required occurrence [imit.
Any deductibte or setf-insured retention must be dectared to and approved by City and SCCCD. At the option of SCCCD, either the insurer shal[ reduce or etiminate such deductibtes or setf-insured retentions as respects SCCCD, its Board of Trustees, members of its Board of Trustees, officers, emptoyees, agents and votunteers; or the contractor shatt procure a bond for City and guaranteeing payment of losses and retated investigations, ctaim administration and defense expenses.
City shatt direct the contractor to require its subcontractors and any sub- subcontractors to take out and maintain simitar pubtic tiabitity insurance and property damage insurance in tike amounts.
The contractor shall name, on any poticy of insurance, SCCCD and City and City's architect (if desired by City) as additionaI insured. Subcontractors sha[[ name the contractor, SCCCD, City and the architect (if desired by City) as additionat insured. The AdditionaI lnsured Endorsement inctuded on a[[ such insurance poticies sha[[ state that coverage is afforded the additionat insured with respect to claims arising out of construction activities performed by or on behatf of City. lf the additionat insured have other insurance, which is appticabte to the [oss, such other insurance shall be excess to any poticy of 13 2.
insurance required herein. The amount of the insurer's tiabitity shat[ not be reduced by the existence of such other insurance.
Workers' Compensation lnsurance. During the construction of the Project, City's contractor shatt provide workers' compensation insurance for att of the contractor's employees engaged in work on the project and, in case any of the contractor's work is sublet, the contractor shat[ require the subcontractor to provide workers' compensation insurance for att the subcontractor's emptoyee engaged in the project under the subcontract. Any ctass of emptoyee or employees not covered by a subcontractor's insurance shatt be covered by the contractor's insurance.
ln case any ctass of emptoyees engaged in the project under this Agreement on or at the site of the Project is not protected under the Workers' Compensation [aws, the contractor shal[ provide or cause a subcontractor to provide adequate insurance coverage for the protection of those emptoyees not otherwise protected. The contractor shal.t fite with City, and City shatt submit Certificates of lnsurance as required under this Articte and in comptiance with Labor Code section 3700.
Builder's Risk/"Broad Form" lnsurance. City's contractor, during the progress of the construction and until finaI acceptance of the construction by City upon comptetion of the Project, shatt maintain Builder's Risk/'At[ Risk," course-of-construction insurance satisfactoryto SCCCD and City issued on a compteted vatue basis on the cost of the work. Coverage is to provide extended coverage and insurance against vandatism, theft, malicious mischief, perits of fire, civiI authority, terrorist attack, sonic boom, collapse, flood, wind, tightning, smoke, riot, debris remova[ (inctuding demotition), and reasonable compensation for the architect's services and expenses required as a resutt of such insured loss upon the entire project which is the subject of the Agreement, inctuding compteted work on the project and the work in progress to the futl insurabte value thereof. Such insurance sha[[ inctude SCCCD, City and City's architect, if desired by City, as a loss payee, and any other person with an insurabte interest designated by City or SCCCD as an additionat named insured.
City's contractor shalt submit to City and for their approvat att items deemed to be uninsurabte. The risk of the damage to the project due to the perits covered by the Buitder's Risk/"Broad Form" lnsurance, as wetl as any other hazard which might resutt in damage to the construction, is that of the 3 14
4 contractor and the surety, and no claims for such [oss or damage shalt be recognized by City and nor witt such loss or damage excuse the comptete and satisfactory performance of the construction by City's contractor.
Fire lnsurance. Before the commencement of the project, City's contractor shatl procure, maintain, and cause to be maintained at the contractor's expense, fire insurance on att of the project subject to loss or damage by fire and the entire structure on which the work of this Agreement is to be done to the insurabte value thereof. The amount of fire insurance shatt be subject to approval by City and SCCCD and shatt be sufficient to protect the project against loss or damage in futt untiI the project is accepted by City and SCCCD.
Shoutd the work being constructed be damaged by fire or other causes during construction, it sha[[ be reptaced in accordance with the requirements of the drawings and specifications without additionat expense to City or SCCCD.
Other lnsurance. The contractor shatl provide at[ other insurance required to be maintained under appticabte [aws, ordinances, rules, and regutations.
Proof of lnsurance. City's contractor shatl not commence construction nor shatt it atlow any subcontractor to commence construction under this Agreement untit al.t required insurance, certificates, and an Additional.lnsured Endorsement and Declarations Page have been obtained and detivered in dupticate to City and for approval by City and subject to the fottowing requirements:
a Certificates and insurance poticies shatt inctude the fottowing clause: "This policy shatt not be non-renewed, canceled, or reduced in required timits of tiabitity or amounts of insurance until notice has been mailed to City and SCCCD. Date of cancettation or reduction may not be less than thirty (30) days after the date of maiting notice."
Certificates of lnsurance shat[ state in particutar those insured, the extent of insurance, location, and operation to which the insurance applies, the expiration date, and canceltation and reduction notices.
c. Certificates of lnsurance shat[ clearty state that City, SCCCD and City's architect, if desired by City, are named as additionat insured by separate endorsements to the contractor's
insurance poticies under the poticy described and that such 5 6
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15 insurance poticies shatt be primary to any insurance or setf- insurance maintained by City.
City's contractor and its subcontractors shatt produce a certified copy of any insurance poticy required herein upon written request by City or SCCCD.
ln the event of the faiture of any City contractor to furnish and maintain any insurance required by this Article, City and City's contractor shatt be in defautt under this Agreement. Compliance by City's contractor with the requirement to carry insurance and furnish certificates, poticies, AdditionaI lnsured Endorsement and Dectarations Page evidencing the same sha[[ not relieve City or City's contractor from tiabitity assumed under any provision of this Agreement, inctuding, without [imitation, the obtigation to defend and indemnify.
City's lnsurance After Construction. At att times duringthe operation of the Project, City shatt provide, and at no time atlow to lapse, the fottowing insurance which shatt have an effective date to cover any tiabitity as described betow:
1. Liabitity lnsurance. Unless otherwise mutuatly agreed in writing, SCCCD and City shat[ maintain their existing insurance poticies after construction of the Project, and which shatt be made avaitabte to the other party upon request. The parties atso mutuatty agree that neither party shatt be required to obtain additionat tiabitity insurance unless the parties agree in writing. Nothing herein sha[[ prevent either party from maintaining self- insurance.
2. Property lnsurance. City shall maintain property (hazard and fire, inctuding sprinkler damage) insurance, which shatt include the Reptacement Cost Endorsement for the rebuitding of the parts of the Project damaged in a covered [oss. The Reptacement Cost Endorsement shatt inctude at[ reptacement costs, inctuding any zoning or buitding code upgrades as required by the locaI zoning authority, and shall also inctude buitding comptiance requirements in conformance with Titte 24 (Fietd Act) Standards.
3. Workers'Gompensation and Related Employee lnsurance. City shatt maintain workers' compensation insurance and other insurance as required by taw for its emptoyees. SCCCD shatt maintain worker's compensation and other insurance as required by taw for its emptoyees. d
B.
16 4. Use of lnsurance Proceeds. ln the event of a casualty [oss, SCCCD and City shatt meet and confer to determine whether the Project shatl be rebuitt to Fietd Act Standards. lf the Project is not to be replaced, provided that att demotition and removaI and restoration of the site is compteted by City, City shatt be entitted to the insurance proceeds for the toss. lf City dectines or fails to restore the Premises to its original condition, SCCCD shatt be entitled, and City hereby agrees, to direct that any insurance proceeds be reteased to SCCCD in order to engage independent contractors to remove debris and restore the site to its originaI condition before any insurance proceeds are released to City.
C. lndemnity
1. lndemnityArising From Design and Gonstruction of the City Project. City shatL defend, indemnify and hotd harmtess SCCCD, its Board of Trustees, its officers, emptoyees, agents, and volunteers from and against at[ claims, damages, losses, expenses, permit fees, inspection fees, costs of comptiance with environmental laws and regutations, costs of compliance with zoning laws and regulations, costs of comptiance with buitding codes and regutations, any penalties assessed, and atl other costs of construction, including reasonabte attorney fees and costs, arising out of or related to the design and construction of the City Project.
2. lndemnityArising From CityActivity or Operation of Project. City shatt defend, indemnify and hotd harmless SCCCD, its Board of Trustees, its officers, emptoyees, agents, and votunteers from and against att ctaims, damages, tosses, expenses, inctuding reasonabte attorney fees and costs, arising out of (1) City's use of the Project, the site or any portion of SCCCD property, (2) the use of the buitding or equipment constructed or instatted and located on the Project site, the Premises or any portion of SCCCD property in viotation of the terms of this Agreement, or (3) any negtigent act or omission of City, its employees, agents, volunteers, or anyone forwhose acts City may be tiabte in connection with the use of the Project. This duty to defend, indemnify and hotd harmless shat[ inctude any tiabitity arising out of the use, operation, supervision, and/or maintenance of (1) the Project and any equipment thereon, (2) any City equipment used on the Project or any other portion of SCCCD property, (3) any SCCCD equipment used by City on the Project or any other portion of SCCCD property, and (4) any SCCCD buitding used by City or used in City activities if permitted by SCCCD. 17 3. lndemnityArising From SGCGD Use of Project. SCCCD shalt defend, indemnify and hotd harmless City, its Counci[, its officers, emptoyees, agents, and votunteers from and against a[[ ctaims, damages, losses, expenses, inctuding reasonable attorney fees and costs, arising out of (1) SCCCD'S use of the Project, or other city property, (2) scccD breach of the terms of this Agreement, or (3) any negtigent act or omission of SCCCD, its emptoyees, agents, or votunteers, in connection with the SCCCD use of the Project.
ARTICLE VIII
DEFAU LT AND TERM INATION
A. Termination for Gonvenience/Purchase Price
1. Commencing on the sixteenth (16th) anniversary of this Agreement, SCCCD may elect to terminate this Agreement and purchase/buy out the Project in its sote discretion for SCCCD's convenience and without cause. ln the event SCCCD etects to terminate this Agreement pursuant to this provision, SCCCD shatt give City at least one (1) year written notice. lf SCCCD exercises this right to terminate it shatt be required to make payment to the City of the then appticabte Earty Termination Fee for Buy-Out of the Project as set forth in the payment schedule attached as Exhibit "D" prior to the effective date of the termination untess otherwise agreed to in writing by the parties.
B. Default.
ln the event City breaches any provision of the Agreement it shatt be in defautt. ln the event of default, CiW shatt be given a reasonabte cure period, not to exceed ninety (90) catendar days untess extended in writing by SCCCD, to cure the defautt after written notice is given to City. ln the event such violation requires more than ninety (90) days to cure, under a reasonable cure period shatt be extended provided City is in good faith continuing the process to cure. ln the event SCCCD breaches any provision of the Agreement it shatt be in defautt. ln the event of default, SCCCD shatt be given a reasonabte cure period, not to exceed ninety (90) catendar days unless extended in writing by City, to cure the defautt after written notice is given to SCCCD. ln the event such violation requires more than g0 days to cure, under a reasonable cure period shatt be extended provided SCCCD is in good faith continuing the process to cure.
1 2
1B
C. Termination.
Faiture to cure the defautt shatt render City in substantial breach of its obligations and shatt entitte SCCCD to exercise any of its remedies in equity or at law inctuding immediate termination of the Agreement and the Lease without further obtigation to City.
D.
2. Failure to cure the defautt sha[[ render SCCCD in substantiat breach of its obtigations and shatl entitte City to exercise any of its remedies in equity or at law inctuding immediate termination of the Agreement and the Lease.
Termination Without Gure Period. There shatt be no cure period and the contract shatt be terminated immediatety on the fottowing event or events:
1 1 Assignment of Assets for the Benefit of Greditors. lf City assigns a[[ or substantiatty att of its assets for the benefit of creditors, this Agreement shat[ be immediately terminated. lf SCCCD assigns a[[ or substantiatty att of its assets for the benetit of creditors, this Agreement shatt be immediatety terminated.
2 Assignment of lnterest in Agreement or Lease. lf City or SCCCD assigns any of its rights, duties or obtigations under the Agreement or Lease, this Agreement shatt be immediatety terminated.
3 Filinc a Patitinn af Rankrrrntarr A votuntary, or invotuntary, fiting for bankruptcy by City shatt be cause for immediate termination of the Agreement without notice orfurther action by SCCCD. Avoluntary, or invotuntary, fitingfor bankruptcy by SCCCD shatt be cause for immediate termination of the Agreement without notice or further action by City.
Abandonment of Project. lf City, for any reason, abandons the Project, the Agreement shatt be terminated. lf SCCCD, for any reason, abandons the Project, the Agreement sha[[ be terminated.
Termination by Expiration of Lease. lf not earlier terminated for cause, this Agreement shall terminate upon the expiration of the Lease granted herein or any extension thereof. The Lease granted herein shatt be deemed a Lease coupled with an interest. The interest is the Project owned by City during the term of the Lease or any extension thereof.
Termination of Lease. Upon termination of the Lease, this Agreement sha[[terminate and titte to the Project, less reasonable wear and tear, shatl vest in SCCCD.
4. 5
E
19 ARTICLE IX
TAXES, ASSESSMENTS, AND ENCUM BRANCES
A. Other Fees. Any fees, whether or not characterized as assessments, inctuding any entittement or processing fees related to the construction of the Project whether paid to [ocat, county or state government related to the Project shatt be the responsibitity of City.
B. Encumbrances. The Project is on tax-exempt property. City shat[ not seekto encumber or otherwise ptace a lien on the Premises as security for a monetary encumbrance or for the performance of a City obtigation.
ARTICLE X
DISPUTE RESOLUTION
A. First Responder Advisory Committee (FRAC). This Agreement is intended to promote cooperation and cotlaboration between the City and SCCCD. To facititate that cooperation, the parties shal[ establish a First Responder Advisory Committee (FRAC).
The City shatt appoint two (2) representatives to the FRAC, and SCCCD shatt appoint two (2) representatives. Each party may atso appoint one (1) alternate memberwho may participate and vote in the absence of a designated representative.
The FRAC shat[ serve as the primary forum for communication, coordination, and cottaboration between the parties regarding the ptanning, construction, operation, and long-term success of the Project. The FRAC shatt atso serve as the initiat venue for discussion and resotution of disputes arising under this Agreement. Neither mediation nor arbitration may be initiated untit the matter has first been submitted to the FRAC and the parties have made a good-faith effort to reach a mutualty acceptable written resotution.
The FRAC shatl review and make written recommendations to the parties' respective governing bodies on matters inctuding, but not [imited to:
. The proportional share of planning, design, CEQA comptiance, construction, operation, maintenance, and improvement costs to be paid by each party in accordance with the Agreement.
. lmprovements located on or adjacent to the Project.
. Matters identified in the Exhibits to this Agreement, including, but not [imited to, Exhibit G.
20 a Matters that may require an amendment to the Agreement.
Other issues referred to the FRAC by either party.
ln devetoping recommendations regarding the review of the Agreement requirements for the proportionat attocation of costs or responsibitities, the FRAC shatl consider, at a minimum:
The tanguage and requirements of the Agreement in question Each party's use of the facitities and improvements
Student use of the facitities and improvements
. The propoftionat benefit received by each party.
. Any other factors the FRAC determines are relevant to achieving an equitable allocation in accordance with the Agreement.
Upon reaching a decision, the FRAC shall prepare a written summary of its findings and recommendations. The written recommendation shatt be transmitted to both parties for consideration through each party's respective approvaI process. FRAC recommendations shal.t be advisory in nature and shall not become binding unless approved by the governing body of each party.
B. Operations Committee. The FRAC shal[ establish a standing Operations Gommittee to oversee the day-to-day operation, scheduting, maintenance coordination, and administration of the Project. The Operations Committee shall consist of two (2) representatives appointed by the City and two (2) representatives appointed by SCCCD.
The Operations Committee shat[ meet as necessaryto coordinate facitity operations and resotve routine operational matters. The Committee shatt serve as the first forum for addressing disagreements regarding scheduting, facitity use, maintenance responsibitities, and other operational issues arising under this Agreement.
Matters that cannot be resolved by the Operations Committee shatt be referred to the FRAC, together with any recommendations or supporting documentation the Committee deems appropriate.
The Operations Committee shatt report to the FRAC and imptement policies and direction adopted bythe FRAC and approved bythe respective governing bodies.
C. Mediation. ln the event of any dispute regarding any dispute arising out of this Agreement, if the parties are not abte to resotve such issues through the Operations Committee and/or the FRAC, the parties shat[ first attempt to informally meet to resolve such issues. lf informaI discussions do not resotve the issue, then as pre-requisite to a
a
a
21 arbitration and/or any other dispute resolution process, the parties shatt participate in non-binding mediation with a mutua[[y agreed upon mediator.
D. Arbitration. The parties shatt endeavor to arbitrate any matters which are not resolved through mediation. lf the parties desire to arbitrate, they shat[ mutuatty agree to arbitrate and they shatt further agree as to whether the arbitration shatt be binding or non-binding. lf the parties are unable to agree to an arbitration service, the parties shatl submit any dispute to a locaI retired judge/justice for arbitration and shatl mutuatly agree upon an appropriate dispute resolution process.
ARTICLE XI
M ISCELLANEOUS PROVISIONS
A. Captions. The captions in this Agreement are inserted onty as a matter of convenience and for reference and in no way define the scope or the extent of this Agreement or the construction of any provision.
B. Counterparts. This Agreement may be executed in any number of counterparts, alt of which taken together sha[[ constitute one and the same instrument. A facsimite or copy shatt be as vatid as an original.
C. Entire Agreement; Exhibits. This Agreement, inctuding att exhibits, atong with the ReaI Estate Lease, constitutes the entire agreement and understanding between the parties. There are no oraI understandings, terms, or conditions, and neither party has retied upon any representation, express or imptied, not contained in this Agreement and the Rea[ Estate Lease. Att prior understandings, terms or conditions, inctuding any memorandums of understanding (MOU's) are modified and superseded by this Agreement.
D. Interpretation. This Agreement shatl be interpreted in accordance with the laws of the State of Catifornia. This Agreement shatt be construed as a whole, according to its fair meaning, and not strictty for or against any party. The rute of construction that the contract is to be strictty interpreted against the drafters sha[[ not appty. Each party herein shatt be construed as co-drafters.
E. Other Documents. The parties agree to cooperate futty in carrying out the terms and conditions of this Agreement, including the execution of such other documents that may be necessary to cafty out the purpose and intent of this Agreement. 22 F. Modification of Agreement. This Agreement may onty be modified in writing duty executed and ratified by the parties.
G. Successors and Assigns. This Agreement shatt be binding upon and inure to the benefit of the successors and assigns of the parties. Neither City nor SCCCD shatt assign any rights, duties or obtigations, including its Lease, under this Agreement.
Breach of this provision sha[[ constitute a default and sha[[ be grounds for immediate termination.
H. Severabitity. lf any provision of this Agreement is hetd to be void, voidabte, or unenforceabte, the remaining portions of the Agreement shat[ remain in fu[[ force and effect. [Signatures fottow on the next page.]
23 lN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written.
By:
CIryOF FRESNO,
A Catifornia municipaI corporation
Name
Titte:
APPROVED AS TO FORM:
ANDREWJANZ
cityAttorney
By:
Brandon M. Col.tett
Chief Assistant City Attorney
ATTEST:
AMY K. ALLER
City Cterk
By:
Deputy
CIry OF FRESNO
STATE CENTER COMMUNITY COLLEGE
DISTRICT
By:
Name: Christine D. Miktarian ia3,serr;3:t1151:Ail
TCg
Date
Titte: Vice Chancettor, Operations A-ffi
SCCCD:
State Center Community Cottege District
Attn: Christine Miktarian
Vice Cha nceltor, Operations
1 171 Futton Street, 6th Ftoor
Fresno, California 93721
Phone (559) 243-7181
E-mai[: [email protected]
Date
24 EXHIBIT"A''
KEY PRIORITIES AND GOALS FOR THE PROJECT
The City of Fresno Fire Department ("FFD") and the State Center Community Cottege District ("SCCCD") enter into this Agreement to formatize a long-term partnership dedicated to advancing pubtic safety education, workforce devetopment, and emergency response training throughout the Centrat Vattey.
The parties recognize the tongstanding retationship between the Fresno Fire Department and SCCCD, and the significant contributions of locat fire service leaders who envisioned a regionat training center capabte of serving future generations of first responders. That vision dates back to 1975 and culminated in the estabtishment of the formal Fire Academy in 1992 under the leadership of Captain Michaet Cottins. The First Responder Campus represents the continuation of that vision and the parties' shared commitment to excetlence in pubtic safety education and training.
Through this partnership, the parties intend to estabtish and maintain the First Responder Campus as the premier regional pubtic safety training center in the CentraI Vattey. By combining the educationaI resources of SCCCD with the operational expertise of the Fresno Fire Department, the parties seek to provide exceptionat training opportunities for students, firefighters, emergency medical personnel, law enforcement professionals, and attied pubtic safety agencies white strengthening the safety and resilience of the communities they serve.
The parties further recognize that the long-term success of this partnership depends upon coltaboration, mutuaI respect, transparent communication, and a shared commitment to continuously improving pubtic safety training. Accordingty, the fottowing priorities shat[ serve as the guiding principtes for implementation of this Agreement.
Partnership Priorities
1. Shared Vision
Maintain a common vision focused on providing high-quatity pubtic safety education, workforce development, and regionat training opportunities white advancing the mission of both SCCCD and FFD.
25 2. Cottaborative Governance
Promote open communication, mutuaI respect, and timety decision-making through the governance structure estabtished by this Agreement, inctuding the Operations Committee and the First Responder Advisory Committee (FRAC).
3. Effective Stewardship of Resources
Maximize the value of pubtic investments by responsibty sharing facitities, equipment, personne[, and financial resources in a manner that benefits both parties and the communities they serve.
4. Excellence in Training
Provide modern, reatistic, and nationatty recognized training programs that prepare current and future pubtic safety professionals to meet the evotving demands of emergency response.
5. Student and Workforce Devetopment
Expand educationaI opportunities that support career pathways into the fire service and other pubtic safety professions while strengthening recruitment, retention, and professiona I devetopment th roughout the region.
6. lnnovation and Continuous lmprovement
Encourage innovation in curriculum devetopment, instructionaI detivery, technotogy, facilities, and training methodologies white regularty evatuating programs to ensure they remain effective and relevant.
7. Data-lnformed Decision Making
Utitize objective data, operationaI experience, and performance metrics to evaluate programs, prioritize investments, and guide future improvements to the First Responder Campus.
8. Gommunity Partnership
Develop and maintain meaningfuI retationships with pubtic agencies, educational institutions, industry partners, and the communities served by the First Responder Campus to ensure training programs remain responsive to regionaI needs.
9. Long-Term Sustai nability
Operate and maintain the First Responder Campus in a mannerthat promotes fiscat responsibitity, succession ptanning, facitity preservation, and the long-term success of the partnership.
26 10. Legacy of Service
Honor the history of pubtic safety training in the Central Vattey white buitding a tasting institution that serves future generations of students, firefighters, and pubtic safety professionats.
Statement of lntent
The parties acknowtedge that this Agreement represents more than the shared use of facitities. lt establishes a coltaborative partnership dedicated to providing exceptionat pubtic safety education and training, strengthening regional emergency response capabitities, and creating opportunities that benefit students, partner agencies, and the communities of the Central Vattey for generations to come. 27 EXHIBIT"B'
SITE DESCRIPTION AND PLAN
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. fiEFER TO AflCHITECTURAL STRUCIUML & ETEC.IR'CAL 3fl,{VJINGS FqR I}CiEUI OF IT,$ftIi. 42 EXHIBIT'D'
EARLY TERMINATION FEE FOR BUY.OUT SCHEDULE
Years Termination Fee/Buy-Out Price
1-5 (No Termination for Convenience Permitted)
6-10 (No Termination for Convenience Permitted)
1 1-15 (No Termination for Convenience Permitted)
16-20 $13,7oo,ooo
21-25 $15,2oo,ooo*
26-30 $12,4oo,ooo
31-35 $g,6oo,ooo
36-40 $6,70o,ooo
41-45 $3,90o,ooo
46-50 $1,1oo,ooo
51+ $0 - No Buy Out Payment Required
"assumes estimated reinvestment of $4,000,000 based on Exhibit E capital expenditure amounts to defer maintenance and extend useful life of the improvements over the 50-year period. ln the event that the reinvestment improvements and actual expenditures set fo rth in Exhibit E are not completed/expended by the end of year 20, then the buy-out price for all remaining years shall be reduced by $4,000,000.
43 EXHIBIT'E''
ASSET MANAGEMENT, PREVENTIVE MAINTENANCE
AND LIFE-CYCLE REPLACEMENT SCHEDU LE
The City shall maintain all City-owned improvements, facitities, equipment, and associated infrastructure and site improvements in good working order and condition through a comprehensive preventive maintenance and asset management program.
The maintenance activities and anticipated reptacement intervats identified in this Exhibit estabtish the minimum maintenance standards and tife-cycte planning assumptions for the Project. Actuat maintenance, repair, rehabititation, or reptacement may occur more frequentty based upon manufacturer recommendations, regulatory requirements, engineering evaluations, inspections, operationaI conditions, normaI wear, or prudent asset management practices.
1. HVAC Systems
. Reptace air fitters quarterly.
. lnspect ducts, coils, belts, motors, and associated components semi-annuatty. . Repair or reptace components as necessary.
. Calibrate thermostats annua[[y.
. Reptace thermostats approximatety every ten (10) years. . Perform comprehensive system inspection and tune-up annualty. . Replace HVAC equipment approximately every fifteen (15) to twenty (20) years, or sooner if required.
2. Roofing Systems
. lnspect roofs, ftashings, penetrations, drains, and gutters semi-annualty. . Remove debris and ctean drainage systems during each inspection. . Reptace roofing systems approximately every twenty (20) to thirty (30) years, or sooner if required,
3. Security and Access Gates
. Ctean and [ubricate moving components monthty.
. lnspect mechanicaI components monthly.
. Test motors and safety sensors quarterty.
. Update software and firmware annuatly.
44 . Replace controllers approximatety every f ive (5) to seven (7) years. . Reptace motors approximately every ten (10) years.
. Reptace gate systems approximately every fifteen (15) years.
4. Carpet and Ftooring
. Deep clean ftooring semi-annuatly.
. Spot ctean as needed.
. lnspectfortrip hazards quarterly.
. Reptace ftooring approximately every five (5) to seven (7) years.
5.lce Machines
. Sanitize interior components monthty.
. Replace water f itters quarterly or as recommended by the manufacturer. . Reptace ice machines approximately every eight (8) to ten (10) years.
6. Doors, Door Hardware, and Access Gontrot Systems
. lnspect alignment and operation quarterty.
. Lubricate hardware semi-annua[ty.
. Audit etectronic access systems quarterty.
. Repair or replace locks and hardware, as necessary.
. Replace door hardware approximatety every seven (7) to ten (10) years. . Replace doors approximatety every fifteen (15) to twenty (20) years.
7. Emergency Lighting
. Test emergency tighting and batteries monthly.
. lnspect fixtures annua[ty.
. Replace batteries approximately every seven (7)years. . Reptace fixtures approximately every ten (10) years.
8. Ptumbing Systems
. lnspect ptumbing fixtures, valves, piping, and connections semi-annuatty. . Repair leaks promptly.
. Test and certify backflow prevention devices annuatl.y. 45 . Replace ptumbing fixtures approximatety every fifteen (15) to twenty (20)years. . Reptace backf low prevention assembties approximatety every twenty-five (25) years.
9. Etectrical Distribution Equipment
. lnspect electricaI panels, switchgear, disconnects, and associated equipment quarterty. . Replace electrical distribution equipment approximatety every twenty-five (25) years.
10. Fire Extinguishers
. lnspect, service, and tag fire extinguishers annuatty in accordance with appticabte codes. . Reptace extinguishers approximately every twetve (12) years or as required by appticabte standards.
11. Fire Alarm and Fire Sprinkler Systems
. lnspect, test, and maintain al.t fire alarm and fire sprinkter systems in accordance with appticabte codes and standards.
. Replace major system components approximately every twenty (20) to twenty-five (25) years or sooner if required.
12. Water Heaters
. lnspect annuatly.
. Reptace approximately every ten (10) to fifteen (15) years.
13. lnterior and Exterior Painting
. Repaint interior and exterior painted surfaces approximately every ten (10) years or sooner as necessary to maintain the appearance and condition of the facitities. lf SCCCD adopts revised campus-wide exterior color standards appticabte to the Project, SCCCD shatt provide the City with not less than 1 8 months advanced written notice prior to implementation.
The City sha[[ comptete any required repainting necessary to comply with the revised standards within one hundred twenty (120) days fottowing imptementation of the new campus cotor standards.
14. Pavement Maintenance
. lnspect paved surfaces annualty.
. Repair cracks, pothotes, settlement, and trip hazards, as necessary. . SeaI coat and restripe parking lots approximatety every seven (7)years. . Mi[[ and overlay asphatt pavement approximatety every twenty (20) to twenty-five (25) years, or sooner if warranted.
46 15. Exterior Site Lighting
. lnspect potes, foundations, fixtures, and wiring annualty. . Reptace lamps and LED drivers, as necessary.
. Ctean fixtures annuatly.
. Reptace LED drivers approximatety every ten (1 0) to fifteen (1 5) years. . Replace fixtures approximatety every fifteen (15) to twenty (20) years. . Replace poles approximatety every thirty (30) years or sooner if structuratty deficient. 1 6. Concrete I m provements
. lnspect sidewatks, ramps, curbs, gutters, stairs, plazas, and ftatwork annuatty. . Repair setttement, cracking, spatling, and trip hazards, as necessary. . Replace deteriorated concrete improvements when required to maintain safe operation
17. Landscaping and lrrigation Systems
. Maintain atl [andscaped areas in a heatthy, attractive, and safe condition. . lnspect irrigation systems quarterty.
. Adjust irrigation seasonally.
. Repair leaks, valves, contro[ters, and sprinkler heads as needed. . Reptace irrigation controtters approximately every ten (10) years. . Replace major irrigation piping approximatety every twenty-five (25) years. . Replace trees, shrubs, and ground cover, as necessary.
18. Fencing, Wa[[s, and Gates
. lnspect annua[ty.
. Repair damaged fencing, watls, masonry, and hardware, as necessary. . Lubricate hinges and tocking hardware annually.
. Repaint exposed metaI approximatety every ten (10) years. . Replace fencing and gates approximatety every twenty-five (25) to thirty (30) years.
19. Emergency Generator and Automatic Transfer Switch (lf Appticabte) . Exercise generator under load monthty.
. Perform preventive maintenance in accordance with manufacturer recommendations. 47 . Replace batteries approximatety every five (5) years. . Test automatic transfer switch annuatty.
. Replace generator approximatety every twenty-five (25) years. . Reptace automatic transfer switch approximatety everythirty (30)years.
20. Compressed Air Systems (lf Appticabte)
. Drain condensate and inspect compressors monthly.
. Replace fitters as recommended by the manufacturer.
. Perform annuaI preventive maintenance.
. Hydrostaticatty test storage tanks as required.
. Replace compressors approximately every fifteen (15) to twenty (20) years. 21 . Audio/Visuat Systems
. lnspect annuatly.
. Update firmware and software as avaitable.
. Reptace disptays and projectors approximatety every seven (7) to ten (10) years. . Replace controt systems approximately every ten (10) years.
22. lntormation Tec h notogy I nf rastructu re
. Maintain network switches, wireless access points, structured cabling, and associated equipment.
. Reptace wireless access points approximatety every five (5) to seven (7) years. . Reptace network switches approximatety every seven (7)to ten (10) years. . Reptace servers and storage equipment approximately every five (5) years. . Reptace structured cabting, as necessary.
24. Specialized Fire Training Facitities
The City sha[[ inspect, test, maintain, repair, and reptace at[ speciatized fire training facilities, fixed training props, utitity systems, safety systems, and associated equipment, including but not timited to live-fire training structures, burn props, training towers, rope rescue anchors, confined space props, trench rescue props, cottapse rescue props, drafting systems, standpipe systems, smoke generation systems, propane burn systems, SCBA fitt stations, and other speciatized training equipment under their jurisdiction as defined in this document. 48 Maintenance shatt be performed in accordance with appticabte codes, engineering recommendations, manufacturer guidance, recognized fire service training standards, and accepted industry practices. Components subjectto wearthrough normaltraining operations shatt be repaired or replaced as necessaryto maintain safe operating conditions and instructionatfunctionatity. Major rehabiLitation or reptacement sha[[ occur when warranted by engineering evatuation, service [ife, regu latory req uirements, or operationaI need.
GENERAL PROVISIONS
The maintenance activities and reptacement intervats contained in this Exhibit represent minimum preventive maintenance standards and anticipated tife-cycl,e ptanning assumptions. Nothing in this Exhibit shatt prohibit the City from performing maintenance, repairs, rehabititation, or replacement more frequently when warranted by equipment condition, manufacturer recommendations, code requirements, engineering evatuations, operational needs, or prudent asset management practices.
Failure of any individuat component prior to its anticipated reptacement interva[ sha[[ not, by itsetf, constitute a breach of this Agreement, provided the City promptty undertakes reasonabte repair or rep[acement efforts.
Normalwear and tear, casualty [oss, vandalism, naturaI disasters, or unforeseen equipmentfailures shatt not constitute a viotation of this Exhibit, provided the City proceeds with repairs or reptacement within a reasonabte period under the circumstances.
49 EXHIBIT'F"
BASELINE SHARED FACILITY ACGESS AND UTILIZATION
The facitities identified in this Exhibit constitute the baseline facilities each party agrees to make avaitable for shared use under this Agreement. The parties acknowtedge that the baseline ptanning assumptions set forth herein were jointty devetoped based upon each party's operationat, instructiona[, and training needs existing at the time this Agreement was executed and are intended to support cottaborative [ong-range ptanning rather than estabtish fixed annuaI attocations of facitity use.
The basetine ptanning assumptions identified below are intended sotety to facititate [ong-range scheduting, coordination, facility planning, and operationat forecasting. Actuat utitization may vary from year to year based upon each party's operational, instructiona[, and training needs. Att scheduling and coordination of shared facitities shatt be conducted in accordance with Exhibit H - M utuatty Agreed Upon Sched u ting and Coordi nation Protocol.
FIRST RESPONDERS CAMPUS FACILITIES AVAILABLE FOR CITY USE The fottowing SCCCD-owned facitities shatt be made avaitabte for shared use by the City pursuant to this Agreement and scheduted in accordance with Exhibit H.
1. Large Conference Room
One (1) conference room with seating for twenty (20).
Basetine Ptanning Assumptions
. SCCCD: Approximatety 60 days per catendar year, Monday through Friday, 8:00 a.m. to 5:00 p.m.
. FFD: Approximatety 4 days per catendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
2. Smatt Gonference Room
One (1) conference room with seating for six (6).
Baseline Ptanning Assumptions
. SCCCD: Approximately 275 days per calendar year for [unch use, Monday through Friday, 12;OO p.m. to 1:00 p.m.
50 . SCCCD: Approximatety 230 days per ca[endar year for Fire Technotogy staff meetings, Monday through Friday, 1 :00 p.m. to 4:00 p.m.
. FFD: Approximatety4 days per calendaryear, Mondaythrough Sunday, 8:00 a.m. to 10:00 p.m.
3. Adjunct Workstations
Three (3) adjunct workstations located within the Fire Administration Buitding for shared use by SCCCD, partner agencies, and Fire Academy adjunct instructors.
Basetine Ptanning Assumptions
. SCCCD: One workstation approximately 225 days per calendaryear for Counselor use, Mondaythrough Friday, B:00 a.m. to 5:00 p.m.
. SCCCD: One workstation approximatety 100 days per calendar year for adjunct preparation, Mondaythrough Friday, B:00 a.m. to 10:00 a.m.
. FFD: Approximatety 12 cumulative days per calendar year across a[[ three workstations, Mondaythrough Sunday, B:00 a.m. to 10:00 p.m.
4. Fire Academy Kitchen
Baseline Ptanning Assumptions
. SCCCD: Approximatety 210 days per catenda r year, Monday through Friday, 5:30 a.m. to 5:00 p.m.
. FFD: Approximatety 4 days per calendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
5. Classroom Space
Shared use of Fire Technotogy, Fire Academy, Administration of Justice, and EMS classrooms.
Baseline Planning Assumptions
SCCCD
. F104 - Approximatety 100 days per calendar year, Monday through Friday, 8:00 a.m. to 5:00 p.m.
. G1 06 - Approximatety 225 days per catenda r yea\ Monday through Friday, 5:00 a.m. to 5:00 p.m.
. G101 - Approximatety 120 days per catenda r year, Monday through Friday, 8:00 a.m. to 5:00 p.m.
51 a
H103 - Approximatety 156 days per calendar year, Monday through Thursday, 9:00 a.m. to 4:00 p.m., and approximatety 108 evenings per catendar year, Tuesday through Thursday, 6:00 p.m. to 10:00 p.m.
H104 - Approximatety 180 days per calendar year, Monday through Thursday, 9:00 a.m. to 4:00 p.m.
FFD
. Approximatety 30 cumulative days per calendat yeil across a[[ classrooms, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
6. Fire Prop
Shared use of the Fire Prop.
Baseline Ptanning Assumptions
. SCCCD: Approximatety 21 days per catendar year, Monday through Friday, 8:00 a.m. to 5:00 p.m.
. FFD: Approximatety 25 days per catendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
7.Fire Tower Prop (Building 2)
Shared use of the Training Tower Prop.
Basetine Ptanning Assumptions
. SCCCD: Approximatety 100 days per catendar year, Monday through Friday, 8:00 a.m. to 5:00 p.m.
. FFD: Approximatety 100 days per calendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
8. Potice Driving Pad
Shared use of the Potice Driving Pad.
Baseline Ptanning Assumptions
. SCCCD: Approximatety 150 days per catendar year, Monday through Friday, 5:00 a.m. to 5:00 p.m., and approximatety 15 evenings per catenda r yea\ Monday through Friday, 6:00 p.m. to 10:00 p.m.
. FFD: Approximatety 30 days per calendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
52 9. Fire Apparatus Bays and Apparatus
Shared use of the Fire Apparatus Bays and associated training apparatus.
Baseline Ptanning Assumptions
. SCCCD: Approximatety210 days percatendaryear, Mondaythrough Friday,5:30 a.m. to 5:00 p.m.
. FFD: Approximatety 30 days per calendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
10. WHP Apartment Fire Prop
Shared use of the WHP Apartment Fire Prop.
Basetine Ptanning Assumptions
. SCCCD: Approximately 42 days per calendar year, Monday through Friday, 8:00 a.m. to 5:00 p.m.
. FFD: Approximatety 25 days per catendar yeat Monday through Sunday, 8:00 a.m. to 10:00 p.m.
11. Mat Room/Weight Room
Shared use of the Mat RoomAffeight Room is contingent upon Police Academy coordination and approvat. FFD to work around their schedute, as needed.
Basetine Planning Assumptions
. SCCCD: Approximatety 210 days per catendar year, Monday through Friday, 5:30 a.m. to 5:00 p.m.
. FFD: Approximatety 30 days per calendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
CIry FACILITIES AVAILABLE FOR SCCCD USE
The fottowing City-owned facitities shatt be made avaitabte for shared use by SCCCD pursuant to this Agreement and scheduled in accordance with Exhibit H.
1. Gity Glassroom Space
Classroom space located within the Administration Buitding for City in-service training, Fire Technotogy instruction, Administration of Justice instruction, and Fire Academy activities.
Baseline Ptanning Assumptions
53 . SCCCD: Availabte, as scheduted pursuant to Exhibit H, when additionat Fire Technotogy, Administration of Justice, or Fire Academy ctassroom space is required. . FFD: Approximatety 190 days per calendar year, Monday through Sunday, B:00 a.m. to 10:00 p.m.
2. Gity Singte-Story Ctass A Fire Prop (Buitding 3)
Shared use of the City Singte-Story Ctass A Fire Prop.
Basetine Ptanning Assumptions
. SCCCD: Availabte, as scheduled pursuant to Exhibit H, when additionat Fire Academy instructionaI space is required and the facitity is not reserved for City operations. . FFD: Approximatety 64 days per catendar year, Monday through Sunday, 8:00 a.m. to 10:00 p.m.
GENERAL PROVISIONS
The basetine ptanning assumptions contained in this Exhibit are intended sotetyto facititate tong- range scheduting, coordination, facitity ptanning, and operational forecasting. They shat[ not be construed as guaranteed annuaI usage, reserved days, minimum allocations, or scheduting priority for either party.
Nothing in this Exhibit shatt be construed to create an exclusive right to use any facitity or to restrict either party's abitity to modify its instructionaI or operationaI schedute as mission requirements evotve.
Scheduting priority, facitity access, conftict resolution, and any modifications to the basetine ptanning assumptions sha[[ be governed exctusivety by Articte X of this Agreement and Exhibit H - MutuattyAgreed Upon Scheduting and Coordination Protoco[. 54 EXHIBIT'G''
SCCCD FUTURE PHASE DEVELOPMENTS AND POTENTIAL CITY CONTRIBUTIONS The parties acknowtedge that SCCCD may undertake future phases of development, expansion, renovation, or capitaI improvements on the Fresno City Cottege First Responder Campus during the term of this Agreement. The parties further acknowtedge that not every future campus improvement wit[ support, serve, or otherwise provide a direct benefit to the Project estabtished under this Agreement.
Accordingty, when SCCCD proposes a future improvement for which City contribution is requested by SCCCD, the proposed improvement shatt first be evaluated through the process estabtished in Articte X. The First Responder Advisory Committee (FRAC) sha[[ review the proposed improvement, including, but not timited to documentation of the benefit to the Project and proposed budget, and make a written recommendation to the parties regarding whether the improvement is associated with, supports, serves, or otherwise provides a direct benefit to the Project estabtished under this Agreement.
lf the parties determine through the Articte X process that the proposed improvement benefits the Project, the City's financiat contribution shat[ be B.4lpercent of the totat design and construction costs associated with that improvement, unless otherwise expressly provided elsewhere in this Agreement andlor through mutuatwritten agreementof the parties.
The 8.41 percent atlocation represents the City's agreed proportionate share of the Fresno City Cottege First Responder Campus and is based upon the current ratio of the City's Project footprint to the totaI planned First Responder Campus footprint, as fottows:
The parties acknowledge and agree that the 8.41 percent proportionate share is intended to provide a fixed, objective, and predictabte attocation of the City's agreed upon contribution to the shared costs of future improvements for the duration of this Agreement based on the Project scope and Description Square Feet
City Project Footprint 146,205 sf -2,560 sf = 143,645 sf (totat project minus WHP Prop)
Total. Ptanned First Responder Campus Footprint 1,738,466 City Proportionate Share 8.41o/o
55 footprint set forth above and further described in this Agreement. The FRAC's role under Articl.e X shatt be timited to reviewing and making recommendations to the parties regarding whether a proposed future improvement supports, serves, or otherwise provides a direct benefit to the Project and therefore subject to this Exhibit. The FRAC shatl have no authority to modify the City's established 8.41 percent proportionate share, but may make recommendations to the parties' respective governing bodies related to any written amendments that the parties may mutuatty agree upon to further the purposes of the Agreement and/or the Project . 56 EXHIBIT'H''
MUTUALLY AGREED UPON SCHEDULING AND COORDI NATION PROTOCOL The Operations Committee shatt meet no fewer than two (2) times each calendar year to coordinate facitity scheduting, identify each party's training needs, and maximize utitization of the shared training facitities.
Both parties operate on a two-year training ptanning cycte. The parties shat[ make every reasonable effort to identify and resotve scheduting confticts at teast two (2) years in advance through mutuaI ptanning and coordination.
When a scheduting conftict is identified, the Operations Committee shat[ attempt to resolve the conflict in the fottowing order:
1. Adjust Training Dates. The parties shatt first determine whether one or both courses can be rescheduted to eliminate the conflict. Neither party shatt have scheduting priority over the other, and any adjustment shatt be determined through mutuaI agreement.
2. Adjust Hours of Use. lf the conftict cannot be resotved by changing course dates, the parties shat[ evaluate whether modifying the hours of facitity use wit[ attow both training activities to occur. For example, one party may utilize the facitity during morning hours whiLe the other utitizes the facitity during afternoon hours.
3. Utitize an Atternate Training Location. lf the conftict remains unresotved, the parties sha[[ determine whether one of the training activities can be retocated to another mutualty acceptabte training [ocation, inctuding but not timited to other facitities located on the First Responder Campus, SCCCD facilities, Fresno Fire Department training facitities, or other approved training locations.
4. FRAC Review. lf the Operations Committee is unabte to resolve the scheduting conftict after exhausting the foregoing options, the matter shatt be submitted to the First Responder Advisory Committee (FRAC)for resolution in accordance with Articte X of this Agreement.
The Operations Committee shatt maintain the mutuatty agreed-upon training schedute within the designated scheduting software. Each party shatt be responsibte for entering and maintaining scheduting information for the facitities it owns or controls white providing shared scheduting visibitity to both parties.
lf the Operations Committee is unabte to reach agreement regarding facitity scheduting, the matter shatt be submitted to the FRAC. The FRAC shatl make a written determination within sixty (60) days so that the schedute for the upcoming ptanning period may be finatized. 57 EXHIBIT'I"
FIRE TOWER FUNDING CONTRIBUTION
As described in the Agreement, SCCCD has committed to contributing $7,000,000 in funding towards supporting the comptetion of the construction of the Fire Tower portion of the Project. The District's contribution shatl be paid to the City as fottows, untess otherwise agreed to by the parties in writing:
1. Based on a ptanned construction schedute of 24 total months, the District witt make B quarterty instattment payments in the amount of $875,000 each, up to the not to exceed total of $7,000,000.
2. Prior to the payment of each quarterty instattment payment, the District shatt be entitted to deduct the actual, documented costs incurred by the District for the Division of the State Architect ("DSA') approved lnspector of Record and Special lnspections consuttant(s) requiredtobeundercontractwiththeDistrictforDSAapprovaloftheProject. Witheachsuch installment payment, the District shatt provide an appropriate reconcitiation statement and back-up for the amount of DSA inspection fees paid by the District and deducted from the appticabte instatlment contribution payment. ln the eventthatthe Project experiences a detay of more than ninety (90) days from the approved schedute, the District may also withhotd a payment or a portion thereof to reconcite an installment payment, and the remaining instatlments due, to the percentage of work remaining outstanding and the then updated schedute to extend the instatlment payments up to the not to exceed amount through completion of the Project.
58