Gustine City Council
April 15, 2025

(3) mechanics', workmen's, repairmen's, materialmen's, warehousemen's and carriers' liens and other similar liens arising in the ordinary course of business and which are not delinquent, or which are being contested in good faith and have not proceeded to judgment; PROVIDED each Co-Awardee shall have set aside on its books adequate reserves with respect thereto;
(4) liens in respect of judgments or awards with respect to which the Awardee shall in good faith currently be prosecuting an appeal or proceedings for review and with respect to which said Co- Awardee shall have secured a stay of execution pending such appeal or proceedings for review; PROVIDED such Co-Awardee shall have set aside on its books adequate reserves with respect thereto; (5) liens or privileges of any employees of a Co- Awardee for salary or wages earned but not yet payable;
(6) any obligations or duties, affecting the Collateral to any municipality or governmental or other public authority with respect to any franchise, grant, license or permit; (7) any right which any municipal or governmental authority may have by virtue of any franchise, license, contract or statute to purchase, or designate a purchaser of or order the sale of, any property of the Co-Awardees upon payment of cash or reasonable compensation therefor or to terminate any franchise, license or other rights or to regulate the property and business of the Co-Awardee; PROVIDED, HOWEVER, that nothing in this clause 7 is intended to waive any claim or rights that RUS may otherwise have under Federal laws; and
(8) any lien required by law or governmental regulations as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Co-Awardee to maintain self-insurance or to participate in any fund established to cover any insurance risks or in connection with workmen's compensation, unemployment insurance, old age pensions or other social security, or to share in the privileges or benefits required for companies participating in such arrangements; PROVIDED, HOWEVER, that nothing in this clause 8 is intended to waive any claim or rights that RUS may otherwise have under Federal laws.
"Pledged Deposit Account" shall have the meaning as defined in Section 5.4. "Principal Awardee" shall mean the grantee named in the first paragraph hereof. "Project" means all of the work, as approved by the Agency, to be performed to bring broadband service to all premises in the Approved Project Service Area, including construction, the purchase and installation of equipment, and professional services including engineering and accountant/consultant fees, whether funded by federal assistance or other funds.
"Project Completion" shall mean that all Award funds for construction of the broadband system, excluding those funds for subscriber drop connections and customer premises equipment, have been advanced to the Principal A wardee by RUS.
"RE Act" shall mean the Rural Electrification Act of 1936 (7 U.S.C. 901 et seq.). "ReConnect Program Construction Procedures" shall mean the procedures for construction and Advances, attached hereto as Attachment 1.
"ReConnect Regulations" shall mean the regulations of the Reconnect program promulgated at 7 C.F.R. 1740.
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"Release of Funds Date" shall mean the date funds are first made available as evidenced by the notice sent by the Agency to the Principal Awardee.
"Security Documents" shall mean, collectively, any security agreement, financing statement, deposit account control agreement or other document providing collateral for the grant and other obligations hereunder.
"Service Obligation" shall mean the period in which grant assets must be placed into service to carry out the purposes of the ReConnect Program, and the time period in which grant assets must be secured as an exclusive, first lien on behalf of the government. "Subsidiaries" shall mean the subsidiaries listed in Schedule 1.

ARTICLE II- REPRESENTATIONS AND WARRANTIES
Recognizing that RUS is relying hereon, each Co-Awardee represents and warrants, as of the date of this Agreement, as follows:
(a) Organization; Power, Etc. The Co-Awardee: (i) is the type of organization specified in the first paragraph hereof, duly organized, validly existing, and in good standing under the laws of the State identified in the first paragraph hereof; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business make such qualification necessary; (iii) has legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under the Grant Agreement; (iv) has duly and lawfully obtained and maintained all material licenses, certificates, permits, authorizations and approvals necessary to conduct its business or required by applicable Laws; and (v) is eligible to obtain the financial assistance from RUS contemplated by this Agreement.
(b) Authority. The execution, delivery and performance by the Co-Awardee of the Grant Agreement and the performance of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions and do not violate any provision of law or any charter, articles of incorporation, organization documents or bylaws of such Co-Awardee or result in a breach of, or constitute a default under, any agreement, security agreement, note or other instrument to which said Co-Awardee is a party or by which it may be bound. Such Co-Awardee has not received any notice from any other party to any of the foregoing that a default has occurred or that any event or condition exists that with the giving of notice or lapse of time or both would constitute such a default.
(c) Consents. No consent, approval, authorization, order, filing, qualification, license, or permit of any governmental authority is necessary in connection with the execution, delivery, performance or enforcement of the Grant Agreement, except such as have been obtained and are in full force and effect.
(d) Binding Agreement. Each part of the Grant Agreement is, or when executed and delivered will be, the legal, valid, and binding obligation of the Co-Awardee, enforceable in accordance with its terms, subject only to limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. (e) Compliance with Laws. The Co-Awardee is in compliance in all material respects with all federal, state and local laws, rules. regulations, ordinances, codes and orders (collectively, "Laws.").
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(f) Litigation. There are no pending or threatened legal, arbitration or governmental actions or proceedings to which the Co-Awardee is a party or to which any of its property is subject which, if adversely determined, could have a Material Adverse Effect.
(g) Information Submitted to Agency. All information, reports, and other documents and data submitted to RUS in connection with the project were, at the time the same were furnished, complete, and correct in all material respects. (h) Principal Place of Business. The principal place of business and chief executive office of each Co-Awardee is at the address of the Awardee specified in Schedule I hereto. (i) Organization Number. Each Co-Awardee's organization number is correctly identified in Schedule I hereto.
(j) Subsidiaries and Parent. Any subsidiaries or parent of the Co-Awardees are disclosed on the attached Schedule 1.
(k) Defaults Under Other Agreements. No default by the Co-Awardee has occurred under any agreement or instrument to which the Awardee is a party or to which any of its property is subject that could have a Material Adverse Effect. (l) Additional Representations and Warranties. The Co-Awardee further represents and warrants as set forth in Schedule I.

ARTICLE III - THE GRANT
Section 3.1 Grant Amount and Expiration Date.
(a) Grant Amount. RUS agrees to make and the Co-Awardees agree to accept, on the terms and conditions stated in this Agreement and subject to 31 U.S.C. 1551 and 1552, a grant, in the amount specified in Schedule I hereto (the "Grant"). (b) Expiration Date. The obligation ofRUS to advance the Award, or any portion thereof, shall expire on a date ("Expiration Date") five (5) years from the Release of Funds date.

Section 3.2 Securitv Documents
The Co-Awardees shall execute the Security Documents, covering the Collateral, in form and substance satisfactory to RUS, and such other security instruments as required by RUS.

Section 3.3 Project
(a) Grant Purpose. The grant has been made solely to finance the broadband infrastructure project specifically defined herein ("Project"). (b) Changes to Project. The Principal Awardee shall obtain the prior written approval of RUS for any material change to the network design, construction, buildout timeline, delivery of services, and/or objective(s) of the Project.

Section 3.4 ACH Pavments
The Principal Awardee consents to the use of the Automated Clearing House (ACH) Payment System and to the deposit of award funds directly into the Pledged Deposit Account. 6

ARTICLE IV - CONDITIONS OF FINANCIAL ASSISTANCE
Section 4.1 Conditions Precedent to Closing
In connection with the execution and delivery of this Agreement, each of the following conditions shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory to RUS in its discretion):
(a) Legal Matters. All legal matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to counsel for RUS; (b) Grant Agreement. RUS shall receive duly executed originals of the Grant Agreement; (c) Authorizations. RUS shall have received satisfactory evidence that all parts of the Grant Agreement and proceedings of the Co-Awardees necessary for duly authorizing the execution, delivery and performance of the Grant Agreement have been obtained and are in full force and effect;
(d) Approvals. RUS shall have received satisfactory evidence that the Co-Awardees has duly registered when and where required by law with all state, Federal and other public authorities and regulatory bodies and obtained all authorizations, certificates, and approvals necessary for, or required as a condition of, lhe validity and enforceability of each part of the Grant Agreement;
(e) Management, Service, and Operating Agreements. Except as otherwise provided in Sections 4.2 and/or 4.3 herein, RUS shall have received all management, service, and operating agreements, in form and substance acceptable to RUS, related to the Project; (f) Cybersecurity Risk Management, RUS shall have received satisfactory evidence that the Co-Awardees have considered and addressed cybersecurity risks consistent with the cybersecurity performance goals for critical infrastructure and control systems directed by the National Security Presidential Memorandum on Improving Cybersecurity for Critical Infrastructure Control Systems, or the current draft of these goals, found at https;'wwcisa.gov/cross-sector-cybersecri ty-performance-goals;
(g) Opinion of Counsel. RUS shall have received an opinion of counsel for each CoAwardee (who shall be acceptable to RUS) in form and substance acceptable to RUS for each state in which the Co-Awardees operate; and
(h) Additional Conditions. The Co-Awardees have met all additional conditions specified in Schedule l hereto.

Section 4.2 General Conditions Precedent_to RUS' Obligations to Release_Funds for Advance The obligations of RUS hereunder are subject to the satisfaction of each of the following conditions precedent (all documents, certificates and other evidence of such conditions are to be satisfactory to RUS in its discretion):
(a) Current Financial Information and Certificate of Authority. RUS has received from the Principal Awardee a duly authorized and executed certification, Form 675, ''Certification of Authority," designating an officer, employee, or agent of the Principal Awardee as the person or persons authorized to execute and submit, on behalf of the Principal Awardee, RUS Form 48 I, "Financial Requirement Statement;" 7

(b) Additional Conditions. The Co-Awardees have met all additional conditions specified in Schedule I hereto.

Section 4.3 Conditions to Individual Advances
The obligations of RUS to approve any Advance are subject to the satisfaction of each of the following conditions precedent on or before the date of such Advance (all documents, certificates and other evidence of such conditions precedent are to be satisfactory to RUS in its discretion):
(a) Continuing Representations and Warranties. That the representations and warranties of the Co-A wardees contained in this Agreement be true and correct on and as of the date of such Advance as though made on and as of such date; (b) Material Adverse Effect. That no event has occurred which has had or could have a Material Adverse Effect;
(c) Event of Default. That no Event of Default and no event which with the passage of time or giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing, or shall have occurred after giving effect to any Advances on the books of the Co-Awardee with respect to the Project; ( d) Requisitions and Supporting Documentation. That RUS shall have received not more frequently than once a month, unless otherwise agreed to by RUS, a completed RUS Form 481, "Financial Requirement Statement" (hereinafter "Form 481 "), bearing the original signature of the officer, employee, or agent of the Principal Awardee authorized to receive, disburse, or receive and disburse the Award, with supporting documentation from the Principal Awardee in accordance with the Reconnect Program Construction Procedures. Advances shall be limited to the minimum amounts required for the Co-Awardee's immediate disbursement needs and shall be requested by the Principal Awardee only for actual immediate cash requirements of the Co-Awardees. Such grant advances shall be provided on a reimbursement basis, or based on unpaid third-party invoices for Eligible Purposes, or contracts approved by RUS, in accordance with the ReConnect Program Construction Procedures; (e) Flood Insurance. That for any Advance used in whole or in part to finance the construction or acquisition of any building in any area identified by the Secretary of Housing and Urban Development pursuant to the Flood Disaster Protection Act of 1973 (the "Flood Insurance Act") or any rules, regulations or orders issued to implement the Flood Insurance Act as any area having special flood hazards, or to finance any facilities or materials to be located in any such building, or in any building owned or occupied by any Co-Awardee and located in such a flood hazard area, such Awardee shall have submitted evidence, in form and substance satisfactory to RUS or RUS has otherwise determined, that (i) the community in which such area is located is then participating in the national flood insurance program, as required by the Flood Insurance Act and any related regulations, and (ii) such Awardee has obtained flood insurance coverage with respect to such building and contents as may then be required pursuant to the Flood Insurance Act and any related regulations; (f) Compliance with Buildout Timeline and Reporting Requirements. That RUS has received from the Principal Awardee evidence, satisfactory to RUS, that the Project is being constructed in accordance with the Buildout Timeline and Reporting requirements in Section 6.4;
(g) Compliance with Grant Agreement. That the Co-Awardees are in material compliance with the Grant Agreement;
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(h) Permits, licenses and Franchises. That RUS shall have received satisfactory evidence that the Co-Awardees have obtained the permits, licenses, franchises and other approvals identified on Schedule 1;
(i) Additional Documents. That the Co-Awardees agree to provide RUS with such additional documents as RUS may request; and
(j) Additional Conditions. That the Co-Awardees have met all additional conditions specified in Schedule I hereto.

ARTICLE V-AFFIRMATIVE COVENANTS
Section 5.1 General
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the CoAwardees shall duly observe each of the affirmative covenants contained in this Article V.

Section 5.2 Use of Advances
The Co-Awardees shall expend Award funds only for Eligible Purposes in accordance with the RUS approved line-item Project budget and Form(s) 481 submitted to RUS prior to the advance of funds.

Section 5.3 Unused and Disallowed Advances
(a) The Co-Awardees shall return to RUS forthwith all or any advanced portion of the grant not disbursed for the Project or not needed to complete the Project with any interest earned thereon when deposited in the Pledged Deposit Account. (b) The Principal Awardee shall reimburse RUS for any advanced funds whose original expenditure has been disallowed by an RUS grant audit. Disallowances shall be satisfied, as directed by RUS, by either administrative offset against other approved purposes on Form(s) 481 or repaying the disallowed amount directly to the United States Treasury. Such disallowed amounts shall accrue interest payable to RUS from the date RUS delivers to the Principal A wardee a written demand for payment. Interest shall accrue on disallowed grant Advances at the then current United States Treasury rate as prescribed by the Secretary of the Treasury. Closeout of the grant will not affect the right of RUS to disallow expenditures and recover, in full, any amount on the basis ofa subsequent audit or other review or the Principal Awardee's obligation to return any disallowed expenditures.

Section 5.4 Deposit of Advances into Pledged Deposit Account (a) The Principal Awardee shall open and maintain a deposit account pledged to RUS ("Pledged Deposit Account,") in a bank or depository whose deposits are insured by the Federal Deposit Insurance Corporation or other federal agency acceptable to RUS and shall be identified by the RUS' designation of the Principal Awardee followed by the words "Pledged Deposit Account." The Principal Awardee shall promptly deposit proceeds from all Advances, including previously advanced funds whose original expenditure has been disallowed by an RUS audit into the Pledged Deposit Account. Moneys in the Pledged Deposit Account shall be used solely for the purposes for which Advances were made, or for such other purposes as may be approved in writing by RUS. Deposits and disbursements from the Pledged Deposit Account shall be made and recorded in accordance with the ReConnect Program Construction Procedures.
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(b) First Lien 011 Pledged Deposit Account. The Principal Awardee shall perfect and maintain a first and prior lien in the Pledged Deposit Account (pursuant to a deposit account agreement or similar agreement or mechanism for perfecting as provided by applicable law) in form acceptable to RUS.

Section 5.5 Miscellaneous Notices
Each Co-Awardee shall furnish to RUS:
(a) Notice of Default. Promptly after becoming aware thereof, notice of the occurrence of any default under the Grant Agreement or the receipt of any notice given pursuant to the Grant Agreement with respect to the occurrence of any event which with the giving of notice or the passage of time, or both, could become an Event of Default hereunder or under any other part of the Grant Agreement.
(b) Notice of litigation. Promptly after the commencement thereof, notice of the commencement of all actions, suits or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality affecting the Principal Awardee or any Affiliate which, if adversely determined, could have a Material Adverse Effect.
(c) Regulatory and Other Notices. Promptly after receipt thereof, copies of any notices or other communications received from any governmental authority with respect to any matter or proceeding which could have a Material Adverse Effect. (d) Material Adverse Effect. Promptly after becoming aware thereof, notice of any matter which has resulted or may result in a Material Adverse Effect. (e) Corporate Document Changes. Thirty (30) days prior to their effectiveness, any amendments, supplements or modifications to the Principal Awardee's Articles of Incorporation, Charter, Bylaws, Operating Agreement, Members Agreements or other Organizational Documents.
(f) Other Information. Such other information regarding the condition, financial or otherwise, or operations of the Principal Awardee as RUS may, from time to time, reasonably request.

Section 5.6 Service Obligation
The Co-Awardees shall provide the level of broadband service described in the RUS approved Project commencing from the date of Project Completion until the end of the Composite Economic Life of the facilities financed by the Award as specified on Schedule I. Co-Awardees acknowledge that given the significant amount of government contribution to the Project in the form of a grant, the Service Obligation is a significant portion of the public benefit of the Award, and that a material breach of the Service Obligation shall be an Event of Default. Co-Awardees also acknowledges that grant assets must be secured as an exclusive, first lien on behalf of the government, as required by the ReConnect Program.

Section 5.7 Obligations with_ Respect to the Construction, Operation and Maintenance of the_Project (a) Project Management and Operation. The Co-Awardees shall be responsible for the management of the Project and will operate the Project in an efficient and economic manner as well as maintaining the Project in good repair. (b) Construction in Accordance with Network Design and Buildout Timeline. The Principal Awardee shall cause the Project to be constructed and/or built out, and 10

completed in accordance with the Network Design submitted with the RUS approved project, as such design may be amended with prior RUS consent, and the Buildout Timeline. The Co-Awardee shall also ensure that facilities constructed with award funds are capable of delivering I 00 Mbps symmetrical service to every premise in the Approved Project Service Area at the same time.
(c) General Insurance Requirements. Any Co-Awardee taking ownership of grant assets shall take out and maintain insurance on the Project and any other property acquired with the grant in accordance with 7 CFR Section 1788 as well as maintaining the fidelity bond or theft insurance coverage required in Section 4.2(a) hereof. (d) Contracting. The Co-Awardees may, in accordance with the ReConnect Program Construction Procedures, contract for goods and services to be funded by the A ward, using RUS form contracts or private contracts; provided that private contracts must comply with equal employment opportunity and civil rights requirements. (e) Commencement and Completion of the Project.
(I) The Co-Awardees are required to commence the Project within 180 days from the date that RUS notifies in writing that the environmental review process has been concluded; and
(2) Project Completion shall occur within five years from the Release of Funds Date.
(f) National Programmatic Agreement. If indicated on Schedule 1, Principal Awardee shall be bound by the requirements of the National Programmatic Agreement (NPA), whose terms and conditions shall be incorporated into this Agreement. Failure to abide by the NP A, if entered into, shall be an Event of Default hereunder.

Section 5.8 Preservation ofExistence and_Rights
The Co-Awardees shall take or cause to be taken all such actions as from time to time may be necessary to preserve its existence and to preserve and renew all franchises, contracts, rights of way, easements, permits, and licenses now or hereafter to be granted or conferred upon it, with respect to the Project, the loss of which would have a Material Adverse Effect.

Section 5.9 Compliance with_Laws
With respect to the Project, Co-Awardees shall comply with all applicable federal and state laws, including but not limited to: (i) The nondiscrimination and equal employment opportunity requirements of Title VI of the Civil Rights Act of 1964, as amended ( 42 U.S.C. $ 2000e et seq., 7 CFR pt. 15); (ii) Section 504 of the Rehabilitation Act (29 U.S.C. $ 794 et seq.; 7 CFR pt. 15b); (iii) The Age Discrimination Act of 1975, as amended (42 U.S.C. $ 6101 et seq.; 45 CFR pt. 90); (iv) Executive Order 11375, amending Executive Order 11246, Relating to Equal Employment Opportunity (3 CFR pt. 102); (v) The Architectural Barriers Act of 1968, as amended (42 U.S.C. $415l et seq.); (vi) The Uniform Federal Accessibility Standards (UFAS), as published by the United States Access Board; (vii) The Council on Environmental Quality Regulations for Implementing the Procedural Provisions ofNEPA and certain related federal environmental laws, statutes, regulations, and Executive Orders found in 7 CFR 1970; (viii) The Native American Graves Protection and Repatriation Act (25 USC 3001 et seq.. 43 CFR 8 10.4); (ix) The Communications Act of 1934, as amended, (47 U.S.C. § 151 et seq.); (x) The Telecommunications Act of 1996, as amended (Pub. L. 104-104, 110 Stat. 56 ( 1996); and (xi) The Communications Assistance for Law Enforcement Act (47 U.S.C. $ 1001 et seq.) (CALEA).

Section 5.10 Equal Opportunity Requirements
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(a) Equal Opportunity Provisions in Construction Contracts. The Co-Awardees shall incorporate or cause to be incorporated into any construction contract, as defined in Executive Order 11246 of September 24, 1965 and implementing regulations, which is paid for in whole or in part with funds obtained from RUS or borrowed on the credit of the United States pursuant to a grant, contract, loan, insurance or guarantee, or undertaken pursuant to any RUS program involving such grant, contract, loan, insurance or guarantee, the equal opportunity provisions set forth in Attachment 2 hereto, entitled Equal Opportunity Contract Provisions. (b) Equal Opportunity Contract Provisions Also Bind the Co-Awardees. The CoAwardees further agrees that it shall be bound by such equal opportunity clause in any federally assisted construction work which it performs itself other than through the permanent work force directly employed by an agency of government. (c) Sanctions and Penalties. The Co-Awardees agree that they shall cooperate actively with RUS and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of the Secretary of Labor, that it shall furnish RUS and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it shall otherwise assist the administering agency in the discharge of RUS' primary responsibility for securing compliance. The Co-Awardees further agree that they shall refrain from entering into any contract or contract modification subject to Executive Order 11246 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to Part II, Subpart D of Executive Order 11246 and shall carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by RUS or the Secretary of Labor pursuant to Part II, Subpart D of Executive Order 11246. In addition, the Co-Awardees agree that if it fails or refuses to comply with these undertakings RUS may cancel, terminate or suspend in whole or in part this Agreement, may refrain from extending any further assistance under any of its programs subject to Executive Order 11246 until satisfactory assurance of future compliance has been received from the Co-Awardee, or may refer the case to the Department of Justice for appropriate legal proceedings.

Section 5.11 Purchases with Award Funds
Except as specifically authorized in wntmg in advance by RUS, all facilities, materials, equipment, supplies, replacements and all other items purchased with Award funds shall be purchased outright, and not subject to any conditional sales agreement, chattel mortgage, bailment lease or other agreement reserving to the seller any right, title or lien.

Section 5.12 Co-Awardees to Defend Title and Remove Liens Except for Permitted Encumbrances, the Co-Awardees will maintain and preserve the lien of this Agreement superior to all other liens affecting the Collateral, and will forever warrant and defend the title to the Collateral against any and all claims and demands whatsoever. The Co-Awardees shall make, execute, acknowledge, deliver, file and record all such mortgages, financing statements, continuation statements, security agreements, instruments and conveyances as is necessary to preserve the lien of this Agreement against the Collateral superior to all other liens. The Co-Awardees shall maintain the Collateral free of all liens except for Permitted Encumbrances, and will promptly pay or discharge any and all obligations for or on account of which any such lien or charge might exist or could be created and any and all lawful taxes, rates, levies, assessments, liens, claims or other charges imposed upon or accruing upon any of the Collateral, as and when the same shall become due and payable; and whenever called upon so to do by RUS will furnish to RUS adequate proof of such payment or discharge; provided, however that this provision shall not be deemed to require the payment or discharge of any tax, rate, levy, assessment or other 12

governmental charge while the Co-Awardee is contesting the validity thereof by appropriate proceedings in good faith and so long as it shall have set aside on its books adequate reserves with respect thereto.

Section 5.13 Further Assurances
(a) Each Co-Awardee shall from time to time upon written demand of RUS make, execute, acknowledge and deliver or cause to be made, executed, acknowledged and delivered all such further and supplemental financing statements, continuation statements, and security agreements with respect to the Grant Collateral as may be requested by RUS.
(b) Co-Awardees shall cause this Agreement, financing statement, continuation statement and every additional instrument which shall be executed pursuant to subsection (a) immediately above, to forthwith upon execution to be filed and recorded and refiled and rerecorded as conveyances and security interests in personal property in such manner and in such places as may be required by law or requested by RUS in order to fully preserve the security for the grant, and to perfect and maintain the superior lien of this Agreement and all supplemental security instruments.

Section 5.14 Buy American
(a) Funding to Non-Federal Entities. Principal Awardees that are Non-Federal Entities, defined pursuant to 2 CFR 200.1 as any State, local government, Indian tribe, Institution of Higher Education, or nonprofit organization, shall be governed by the requirements of Section 70914 of the Build America, Buy America Act (BABAA) within the IIJA. Any requests for waiver of these requirements must be submitted pursuant to USDA's guidance available online at https://www.usda.gov/ocfo/federalfinancial-assistance-policy USDABuyAmerica Waiver. (b) Funding to All Other Entities. Principal Awardees that are not Non-Federal Entities shall be governed by the Agency's Buy American requirement at 7 CFR part 1787.

Any requests for waiver of these requirements must be submitted pursuant to those regulations.

Section 5.15 Other Federal Funding
If the Co-Awardee is a recipient of any other federal broadband funding either directly from a federal agency or as a passthrough from the state, Co-Awardee acknowledges and certifies that neither funds under this A ward nor any other federal broadband funds or pass through funds will be used to reimburse the same expenditures. Such Awardees must also maintain separate accounts to track sources and uses of each funding source.

Section 5.16 Additional Affirmative Covenants
The Co-Awardees shall comply with the additional affirmative covenants set forth in Schedule I hereto.

ARTICLE VI- ACCOUNTING AND REPORTING
Section 6.1 Financial Records
(a) Co-Awardees must establish an accounting system satisfactory to RUS in compliance with Accounting Requirements. Such a system of accounts must account for all funds advanced under this Agreement separately from all other funds for the Project. 13

(b) The Co-Awardees shall maintain, at its premises, such books, documents, papers, or other records and supporting documents, including, but not limited to, invoices, receipts, payroll records and bills of sale, adequate to identify the purposes for which, and the manner in which grant and other funds were expended on the Project. The CoAwardees shall at all times keep, and safely preserve, proper books, records and accounts in which full and true entries shall be made of all dealings, business, and affairs of the Co-Awardees and its Subsidiaries, in accordance with its system of accounts complying with Paragraph (a) immediately above. The Co-Awardees shall maintain copies of all documents submitted to RUS in connection with the Award until the longer of (i) all audits have been completed, (ii) the term of this Agreement or (iii) three years subsequent to close-out of the Award.

Section 6.2 Rights oftnspection
The Co-Awardees shall afford RUS, the Office of the Inspector General of USDA, and the Government Accountability Office, through their representatives, reasonable opportunity, at all times during business hours and upon prior notice, to have access to and right to inspect the Project, any other property encumbered by the Security Documents, and any and all books, records, accounts, including electronic books, records, accounts and electronic mail messages, regardless of the physical form or characteristics, invoices, contracts, leases, payroll records, canceled checks, statements, and other documents, and papers of every kind belonging to or in any way pertaining to its property or business, including its Subsidiaries, if any, and to make copies or extracts therefrom.

Section 6.3 Annual Audit
(a) Non-Federal Entities, which include Co-Awardees that are States, local governments, Indian tribes, institutions of higher education, or nonprofit organizations, shall provide RUS with an audit pursuant to 2 C.F.R. part 200, Subpart F (Audit Requirements).

The Co-Awardee must follow subsection 200.502 in determining federal awards expended. All RUS loans impose an ongoing compliance requirement for the purpose of determining federal awards expended during a fiscal year. In addition, the CoAwardee must include the value of new federal loans made along with any grant expenditures from all federal sources during the Co-Awardee's fiscal year. Therefore, the audit submission requirement for this program begins in the Awardee's fiscal year that the loan is made and thereafter, based on the balance of federal loan(s) at the beginning of the audit period. All required audits must be submitted within the earlier of: (i) 30 calendar days after receipt of the auditor's report; or (ii) nine months after the end of the Co-Awardee's audit period.
(b) For all other entities, Co-Awardees shall provide RUS with an audit within 120 days after the as of audit date in accordance with 7 C.F.R. part 1773, Policy on Audits of RUS Borrowers. Note that with respect to Advances that contain loan funds, the audit is required after an Advance has been made, and, thereafter, from the close of each subsequent fiscal year until the loan is repaid in full. With respect to Advances that only contain grant funds, the audit is required until all grant funds have been expended or rescinded. While an audit is required, Co-Awardees must also submit a report on compliance and internal controls over financial reporting, as well as a report on compliance with aspects of contractual agreements and regulatory requirements.

Section 6.4 Reporting
(a) Quarterly Report. No later than thirty (30) calendar days after the end of each calendar year quarter during the period in which grant funds are available for expenditure, the Principal Awardee must submit to RUS utilizing RUS' online reporting system, the following information: balance sheets, income statements, statements of cash flow, and the number of customers taking broadband service. In addition, the Principal 14

Awardee must provide RUS with such other reports concerning the financial condition or operation of the Principal Awardee, including its Subsidiaries, as RUS may request. (b) Annual Performance Report. For three years starting the first January 3I after Project Completion, the Principal Awardee must submit the following information utilizing RVS' online reporting system:
(i) existing network service improvements and facility upgrades, as well as new equipment and capacity enhancements that support high-speed broadband access for educational institutions, health care providers, and public safety service providers;
(ii) the estimated number of end users who are currently using or forecasted to use the new or upgraded infrastructure;
(iii) the progress towards fulfilling the objectives for which the assistance was granted;
(iv) the speed and average price of the most subscribed tier of the broadband service offerings in the Project's service area; and
(v) the average price of broadband service in the Project's service area. (c) Annual Map Reporting: No later than thirty (30) calendar days after the end of the Calendar Year, the Principal Awardee shall be required to submit annually updated Approved Project Service Area(s) maps through RUS' online mapping tool showing the areas where construction has been completed and geospatial location of residences and businesses that are receiving new broadband service until the entire Approved Project Service Area can receive the broadband service. (d) Close Out Report. The Awardee shall deliver a close out report to RUS no later than one hundred twenty (120) days after the expiration or termination of the Award or expenditure of all Award funds. The close out report shall address: (i) a the accomplishments of the Project; (ii) a description of problems, delays, or adverse conditions that occurred, or which affected the attainment of overall Project objectives, prevented the meeting of time schedules or objectives, or precluded the attainment of particular Project work elements during established time periods; (iii) a description of how funds were spent against the original general budget submitted to RUS, and (iv) a final buildout map on the RVS mapping tool indicating that all construction has been completed as proposed.

ARTICLE VII- NEGATIVE COVENANTS
Section 7.1 General
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the CoAwardees shall duly observe each of the negative covenants set forth in this Article VII.

Section 7.2 Negative Pledge
The Co-Awardees shall not create, incur or suffer any lien, mortgage, pledge, assignment, or other encumbrance on, or security interest in the Collateral, other than Permitted Encumbrances.

Section 7.3 Contracts
15

The Co-A wardees shall not, without the prior written consent of RUS, enter into any contract or contracts for the operation or management of all or any substantial part of the Project, and shall not enter into any contract for the use by others of all or any substantial part of the Project.

Section 7.4 Changing Principal Place_of Business,Place of Conducting Business,or Type of Organization
The Co-Awardees shall not change its principal place of business, place of conducting business, or type of organization without the prior written consent ofRUS.

Section 7.5 Changing Name or Place of Incorporation or Organization The Co-Awardees shall not change its legal name or place of incorporation or organization without giving RUS sixty (60) days prior written notice.

Section 7.6 Historic Preservation
The Co-Awardees shall not, without the prior written consent of RUS, use any Advance to construct any facility which shall involve any district, site, building, structure or object which is included in, or eligible for inclusion in, the National Register ofHistoric Places maintained by the Secretary of the Interior pursuant to the Historic Sites Act of 1935 and the National Historic Preservation Act of 1966.

Section 7.7 Restrictions on Transfers of Property
(a) Except as provided in Paragraph (b), and excluding any property which the CoAwardees must sell to customers in the ordinary course of business, the Co-Awardees shall not sell, lease or transfer any Collateral to any other person or entity (including any subsidiary or affiliate of the Co-Awardees) without the prior written consent of the RUS.
(b) So long as a Co-Awardees is not in default hereunder, such Co-Awardee may, without obtaining the consent of RUS, sell or otherwise dispose of, free from the lien hereof, any of the Collateral which is neither necessary to, nor useful for, the operation of the Project, or which has become obsolete, worn out, damaged, or otherwise unsuitable for the purposes of the Co-Awardees; provided, however, that the Co-Awardees shall follow 2 C.F.R. 200 with respect to any proceeds.

Section 7.8 Restrictions on Changes to Linc Item Budget The Principal Awardee agrees that the budget for the Project is a line-item budget and agrees not to make any revisions to the RUS approved line item Project budget, including, without limitation, the part of the budget for construction, without the prior written approval ofRUS.

Section 7.9 Affiliated Transactions
With respect to the Project, the Awardee shall not enter into any transaction, contract, or dealing with an Affiliate or with the Awardee's or Affiliate's directors, trustees, officers, managers, members (if the Grantee is a limited liability company), or other corporate officials, without the prior written consent of RUS. RUS' consent to advance grant funds for affiliated transactions on the Project will be limited to an amount which is the lower of cost or market rate and which is subject to verification by RUS and its representatives having access to the books and records of the Affiliate.

Section 7.10 Additional_Negative Covenants
The Co-Awardees shall comply with the additional negative covenants set forth in Schedule 1 hereto.
16

ARTICLE VIII -GRANTOR'S RIGHTS
Section 8.1 Termination of Award Offer
RUS, in its sole discretion, may terminate the offer to make the grant if it does not receive the Grant Agreement, duly executed on behalf of the Co-Awardees and all conditions in Section 4.1 hereof are not satisfied within one hundred twenty (120) days from the date that RUS notifies in writing that the environmental review process has been concluded.

Section 8.2 Audits and Compliance Reviews
After giving prior notification to the Co-Awardees, RUS has the right to conduct compliance reviews and audits of the Co-Awardees to assure compliance with the Grant Agreement, ReConnect Regulations, and the Accounting Requirements.

Section 8.3 Disallowed Expenditures
Upon a determination by RUS that any Co-Awardee did not expend Award funds on Eligible Purposes in accordance with the RUS approved line item Project budget and the Form(s) 481 approved by RUS prior to the advance of funds, RUS may, in its sole discretion:
(a) Disallow all or a part of the expenditures and disbursements of the Award and require the Co-Awardees to deposit such funds in the Pledged Deposit Account to be applied toward other approved Project purposes on Form(s) 481 or to reimburse the Government, as provided in Section 5.3 hereof;
(b) Suspend future Advances; and/or
(c) Take any other action RUS determines to be necessary including, without limitation, exercising any right or remedy available under the Grant Agreement or law.

Section 8.4 Suspension_of_Advances
RUS may, in its absolute discretion, suspend approving Advances on the Award upon its making a determination that an event has occurred that is likely to have a Material Adverse Effect. RUS may also suspend approving advances of the Award upon the occurrence of an Event of Default.

Section 8.5 Right to Expend Money
RUS shall have the right (without prejudice to any of its rights with respect to any Event of Default) to advance or expend moneys for the purpose of procuring insurance, or for the payment of insurance premiums as required hereunder, or to advance or expend moneys for the payment of taxes, assessments or other charges, or to save the Collateral from sale or forfeiture for any unpaid tax or assessment, or otherwise, or to redeem the same from any tax or other sale, or to purchase any tax title thereon, or to remove or purchase any mechanics' liens or other encumbrance thereon, or to make repairs thereon or to comply with any covenant herein contained or to prosecute and defend any suit in relation to the Collateral or in any manner to protect the Collateral and the title thereto, and all sums so advanced for any of the aforesaid purposes with interest thereon at the highest legal rate, but not in excess of twelve per centum (12%) per annum shall be deemed a charge upon the Collateral and shall be forthwith paid to RUS upon demand. It shall not be obligatory for RUS in making any such advances or expenditures to inquire into the validity of any such tax title, or of any such taxes or assessments or sales therefor, or of any such mechanics' liens or other encumbrance.

Section 8.6 Right_to File_Financing Statements
17

RUS shall have the right to file such financing statements and continuation statements on its behalf, as secured party, and on behalf of the Co-Awardees, as RUS deems necessary to perfect a first lien on the Collateral and to maintain and preserve such perfected first lien for the Composite Economic Life.

The Co-Awardees, jointly and severally, shall reimburse RUS for any expenses incurred in the exercise of this right.

ARTICLE IX - GRANT OF SECURITY INTEREST
Section 9.1 Collateral
To secure the payment and performance of the Service Obligation, the Co-Awardees hereby pledges, assigns, and transfers to RUS, and grants to RUS a continuing security interest in the Collateral, as more particularly described in Schedule 2.

Section 9.2 Continuing Rights with Respect to Grant Assets (a) Given the significant grant to the Project, the government must be provided an exclusive first lien on all grant assets during the Service Obligation of the Award, as defined in Section 5.7, which shall not be shared pari passu with any other entity.

Thereafter, any sale or disposition of grant assets must comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, codified in 2 C.F.R. part 200. the Co-Awardees acknowledge that this part will apply to all grant funds of Co-Awardees received under the Grant, regardless of the Co-Awardees entity status or type of organization.
(b) With respect only to grant assets received by a Co-Awardee, each Co-Awardee agrees and acknowledges that pursuant to the FOA, such Co-Awardee must repay funds corresponding to such assets to the government if the Project is sold or merged into another entity without RUS approval during the Service Obligation of the grant.

Additionally, the Principal Awardee shall be jointly liable with each Co-Awardee, such that the government may bring suit against one or each entity to enforce its rights.

ARTICLE X - EVENTS OF DEFAULT
Section 10.1 Events of Default
The following shall be events of default ( each an "Event of Default") under this Agreement:
(a)
(b)
(c)
(d)
Representations and Warranties. Any representation or warranty made by the CoAwardces in the Grant Agreement, Form(s) 481 or any certificate furnished to RUS under the Grant Agreement, or for the Project shall prove to have been incorrect in any material respect at the time made;
Improper Expenditures. The Co-Awardees expend Award funds on costs which are not Eligible Purposes in accordance with the RUS approved line item Project budget and the Form(s) 481 approved by RUS prior to the advance of funds; Failure co Keep Adequate Records. The Co-Awardees fail to keep adequate records, including the failure to document Award fund expenditures for Eligible Purposes as required herein;
Failure to Build in Accordance with Buildout Timeline. The Co-Awardees fail to commence build out of the Project within 180 days from the date that RUS notifies in 18

writing that the environmental review process has been concluded or otherwise fails to meet or exceed milestones established in the Buildout Timeline, as it may be amended with prior written RUS consent;
(e) Failure to Comply with Accounting and Reporting Requirements. Any Co-Awardee fails to comply with the accounting and reporting requirements in Article VI; (f) Other Covenants. Default by any Co-Awardee in the observance or performance of any other covenant or agreement contained in any part of the Grant Agreement, which shall remain unremedied for thirty (30) calendar days after written notice thereof shall have been given to such Co-Awardee by RUS;
(g) Adverse Effects. The Co-Awardee shall forfeit or otherwise be deprived of its charter, articles of organization, franchises, permits, easements, consents or licenses required to carry on any material portion of its business or the Co-Awardee files for or an event occurs which can reasonably be expected to result in its dissolution or termination; and/or
(h) Service Obligation. The Co-Awardee fails to provide the Service Obligation on the Project with respect to the grant.
(i) Bankruptcy. A court having jurisdiction in the premises shall enter a decree or order for relief with respect to the Co-Awardee in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect: (l) appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official, or (2) ordering the winding up or liquidation of its affairs; or the Principal Awardee shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian or trustee, of a substantial part of its property, or make any general assignment for the benefit of creditors;
(j) Dissolution or Liquidation. Other than as provided in the immediately preceding subsection, the dissolution or liquidation of the Co-Awardee, or the filing of such by the Principal Awardee; and/or
(k) "Impaired Business. The failure by any Co-Awardee to promptly forestall or remove any execution, garnishment or attachment of such consequence as shall impair its ability to continue its business or fulfill its obligations and such execution, garnishment or attachment shall not be vacated within thirty (30) days..

ARTICLE XI - REMEDIES
Section 11.1 General
Upon the occurrence of an Event of Default, RUS may pursue all rights and remedies available to RUS that are contemplated by the Grant Agreement in the manner, upon the conditions, and with the effect provided in the Grant Agreement, and may pursue such other remedies that are generally available at law or in equity including. without limitation. a suit for specific performance, injunctive relief or damages. Nothing herein shall limit the right of RUS to pursue all rights and remedies available to a creditor following the occurrence of an Event of Default listed in Article X hereof. Each right, power and remedy ofRUS shall be cumulative and concurrent, and recourse to one or more rights or remedies shall not constitute a waiver of any other right, power or remedy.

Section 11.2 Remedies
19

In addition to the remedies referred to in Section 11.1 hereof, upon the occurrence of an Event of Default, RUS may:
(a) Refuse to make any advance or further advance on account of the Award, but any advance thereafter made by RUS shall not constitute a waiver of such default; (b) Terminate the obligation to further advance on account of the Award; (c) RUS shall have the right to enter and/or remain upon the premises of the Principal Awardee without any obligation to pay rent to the Principal Awardee or others, or any other place or places where any of the Collateral is located and kept and: (i) remove the Collateral therefrom in order to maintain, collect, sell, and/or liquidate the Collateral or, (ii) use such premises, together with materials, supplies, books, and records of the Principal Awardee, to maintain possession and/or the condition of the Collateral, and to prepare the Collateral for sale, liquidation, or collection. RUS may require the a Co-Awardee to assemble the Collateral and make it available to RUS at a place to be designated by RUS;
(d) RUS shall have, in addition to any other rights and remedies contained in this Agreement, all of the rights and remedies of a secured party under the Uniform Commercial Code in force in the state identified in the first paragraph hereof, as well as the state where the Collateral is located, as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusive.

ARTICLE XII- MISCELLANEOUS
Section 12.1 Notices
All notices, requests and other communications provided for herein including, without limitation, any modifications of, or waivers, requests or consents under, this Agreement shall be given or made in writing (including, without limitation, by email) delivered to the intended recipient at the "Address for Notices" specified below; or, as to any party, at such other address as shall be designated by such party in a notice to each other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by email delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as provided for herein. The Addresses for Notices of the respective parties are as follows:

RUS
Rural Utilities Service
United States Department of Agriculture
1400 Independence Avenue, S.W.

Washington, D.C. 20250-151 0
Attention: Administrator
Email: reconnec [email protected]
With a copy to:

Rural Utilities Service
United States Department of Agriculture
1400 Independence Avenue, S.W.

Stop 1590, Room No. 4121
Washington, D.C. 20250-1590
Attention: Peter Amiable
Section 12.2 Notices of_Actions Against_Collateral
20 Co-Awardees
See Schedule I
With a copy to:

See Schedule 1

Any notice required to be given by RUS of a sale or other disposition or other intended action by RUS with respect to any of the Collateral, or otherwise, made in accordance with this Agreement at least five (5) days prior to such proposed action, shall constitute fair and reasonable notice to the Co-Awardees of any such action.

Section 12.3 Expenses
To the extent allowed by law, the Co-Awardees shall pay all costs and expenses of RUS, including reasonable fees of counsel, incurred in connection with the enforcement of the Grant Agreement or with the preparation for such enforcement ifRUS has reasonable grounds to believe that such enforcement may be necessary.

Section 12.4 Filing Fees
To the extent permitted by law, the Co-Awardees agree to pay all expenses of RUS (including the fees and expenses of its counsel) in connection with the filing or recordation of all financing statements and instruments as may be required by RUS in connection with this Agreement, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith. The provisions of this section shall survive the execution and delivery of this Agreement.

Section 12.5 No Waiver
No failure on the part ofRUS to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise by RUS of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 12.6 Governing Law
This Agreement shall be governed by and construed in accordance with applicable federal law and, in the absence of controlling federal law, by the laws of the State identified in the first paragraph herein, except those that would render such choice of law ineffective.

Section 12.7 Consent to Jurisdiction
The Co-Awardees hereby irrevocably submit to the jurisdiction of the U.S. District Court for the District of Columbia and the US Court of Appeals for the Federal Circuit (both the "DC Federal Courts") for any action or proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such federal courts. The Co-Awardees irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Awardee's address set forth in Schedule I. The Co-Awardees hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the DC Federal Courts and hereby further irrevocably waives and agrees not to plead or claim in such court that any such action or proceeding brought in any such court has been brought in a forum non conveniens. Nothing herein shall affect the right of the Govemment to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Co-Awardees in their own jurisdiction.

Section 12.8 Waiver of Jurv Trial

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT IT MAY HA VE TO A TRIAL BY JURY IN ANY LEGAL

PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON 21

CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO

REPRESENTATIVE, SECURED PARTY, OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)

ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO

ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12.9 Rescission
The Principal Awardee may elect to rescind the Award, in which event RUS shall release the Co-Awardees from their obligations hereunder, provided the Co-Awardees comply with such terms and conditions as RUS may impose for such release.

Section 12.10 Successors and Assigns
(a) This Agreement shall be binding upon and inure to the benefit of the Co-Awardees and RUS and their respective successors and assigns, except that the Co-Awardees may not assign or transfer its rights or obligations hereunder without the prior written consent ofRUS.
(b) Pursuant to federal claims collection laws, RUS' claims hereunder may be transferred to other agencies of the United States of America; in the event of such a transfer, all rights and remedies hereby granted or conferred on RUS shall pass to and inure to the benefit of any such successor agency.

Section 12.11 Complete Agreement; Waivers and Amendments Subject to RUS Regulations, this Agreement and al1 parts of the Grant Agreement are intended by the parties to be a complete and final expression of their agreement. However, RUS reserves the right to waive its rights to compliance with any provision of this Agreement and any other part of the Grant Agreement. No amendment, modification, or waiver of any provision hereof or thereof, and no consent to any departure of the Co-Awardees herefrom or therefrom, shall be effective unless approved in writing by RUS in the form of either a RUS Regulation or other writing signed by or on behalf of RUS, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 12.12 Headings
The headings and sub-headings contained in the titling of this Agreement are intended to be used for convenience only and do not constitute part of this Agreement.

Section 12.13 Severability
If any term, provision, condition, or any part thereof, of this Agreement or the Security Documents shall for any reason be found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction, such invalidity or unenforceability shal1 not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this Agreement and the Security Documents shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein.

Section 12.14 Schedules and Attachments
Each Schedule and Attachment attached hereto and referred to herein is each an integral part of this Agreement.

Section 12.15 Authority of RepresentativesofRUS
22

In the case of any consent, approval or waiver from RUS that is required under this Agreement or any other part of the Grant Agreement, such consent, approval or waiver must be in writing and signed by an authorized RUS representative to be effective. As used in this section, "authorized RUS representative" means the Administrator ofRUS, and also means a person to whom the Administrator has officially delegated specific or general authority to take the action in question.

Section 12.16 Term
This Agreement shall remain in effect until one of the following two events has occurred:
(a) The Co-Awardees and RUS replace this Agreement with another written agreement; or
(b) All of the Co-Awardees obligations under this Agreement, including the Service Obligation, have been discharged and paid.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

CITY OF GUSTINE
by _
Name: Soknirorn Than
Title: City Manager
(Seal)
Attested to by: _
City Clerk

UNWIRED BROADBAND LLC
by _
Name: Matt Firra
Title: CFO
(Seal)
Attested to by: _
Secretary

UNITED STATES OF AMERICA
by _
Administrator
of the Rural Utilities Service
23

SCHEDULE 1
Article II Representations and Warranties
I. Paragraph (h) Principal Awardee's Principal Place of Business:
352 Fifth St.

Gustine, CA 95322
Second Awardee's Principal Place of Business:
215 W. Fallbrook Ave, Suite 203
Fresno, CA 93711

2. 3.

4. 5.

Paragraph (i) Principal Awardee's Organization Number:

Second Awardee's Organization Number:

Paragraph (j) Principal Awardee's Subsidiaries: none
Second Awardee's Subsidiaries:

Paragraph (j) Principal Awardee's Parent: none
Second Awardee's Parent:

Paragraph (1) Additional Representations and Warranties:
[If entity is a telecom company]:

The Co-Awardee represents and warrants that it is primarily engaged in the business of transmitting communications electrically, electromagnetically, or by light. [If entity is a muni or other non-transmitting entity]:

The Principal Awardee represents and warrants that it is not a transmitting utility.

Article III The Grant
I. Section 3.1(a) Grant amount: $1,350,000.00
Article IV Conditions Precedent to Closing
I. The additional conditions referred to in Section 4.1(h) are as follows: NI A Conditions Precedent to Release of Funds

2. The additional conditions referred to in Section 4.2(b) are as follows: NIA Conditions Precedent to Individual Advances

3. NA

4. Section 4.3(h) Required permits, licenses, franchise, and other approvals: : N/A

5. The additional conditions to advance referred to in Section 4.3(j) are as follows: : NIA Article V Affirmative Covenants
24

I.

2. 3.

Section 5.7 Composite Economic Life ofRUS financed facilities: 20 years Section 5.8(f) Awardee is subject to the following National Programmatic Agreement (NPA):

NIA
The additional affirmative covenants referred to in Section 5.16 are as follows: NIA Article VII Negative Covenants

1. The additional negative covenants referred to in Section 7.9 are as follows:

NIA
Article XII Miscellaneous
I. Section 12.1 Co-Awardees' addresses for purposes of notification:

City of Gustine
352 Fifth St.

Gustine, CA 95322
Attn: Soknirom Than, City Manager
Email: [email protected]
Tel: 209-854-6471
Un Wired Broadband LLC
215 W Fallbrook Ave
Suite 203
Fresno, CA 93711
Attn: Matt Firra, CFO
Email: [email protected]

2. Section 12.1 Address for Principal Awardee's notification copy:

City of Gustine
City Attorney
clo Best Best & Krieger LLP
500 Capitol Mall, Suite 2500
Sacramento, CA 95814
Attn: Ann Siprele
Email: [email protected]
25

SCHEDULE 2

COLLATERAL
Collateral shall include the following:

All personal property, assets, rights, and fixtures of the Co-Awardees acquired with Award funds, of every kind and description, tangible and intangible, of the kind or nature specifically mentioned herein, or any other kind or nature now owned or hereafter acquired, or built by the Co-Awardees, wherever located, including without limitation all or in part the following (hereinafter the "Collateral"):

All right, title, and interest of the Co-Awardees in and to fixtures and personal properties acquired with Award funds, whether tangible or intangible, of every kind or description, now or hereafter owned, leased, constructed, or acquired by the Co-Awardees, wherever located, and in and to all extensions, improvements, and additions thereto, including but not limited to all structures, towers, antennas, fixtures, apparatus, materials, supplies, machinery, tools, implements, poles, posts, crossarms, conduits, ducts, lines, wires, cables, whether underground, overhead, or otherwise, exchanges, switches, including, without limitation, host and remote switches, desks, testboards, frames, racks, motors, generators, batteries, and other items of central office equipment, pay stations, protectors, instruments, connections and appliances, office furniture; equipment, and any and all other fixtures and personal property of every kind, nature, and description; II
All right, title, and interest of the Co-Awardees in, to, and under all personal property and fixtures of every kind and nature acquired with Award funds, including without limitation all goods (such as inventory, equipment and any accessions thereto), documents, accounts (such as deposit accounts or trust accounts pursuant hereto) software, general intangibles (such as payment intangibles), supporting obligations, co tract rights or rights to the payment of money, insurance claims, and proceeds (as such terms are presently and hereafter defined in the UCC);
III
All right, title, and interest of the Co-Awardees in, to, and under any and all agreements, leases or contracts heretofore or hereafter executed by and between the Co-Awardees and any person, firm, corporation, or other corporate entity relating to the Collateral ( including contracts for the lease, occupancy, or sale of the Collateral, or any portion thereto);
IV
All right, title, and interest of the Co-Awardees in, to, and under any and all books, records and correspondence relating to the Collateral, including, but not limited to, all records, ledgers, leases, computer and automatic machinery, software, programs, databases disc or tape files, print-outs, batches, runs, and other electronically-prepared information indicating, summarizing, evidencing, or otherwise necessary or helpful in the collection or realization on the Collateral; and
V
Also, all right, title, and interest of the Co-Awardees in, to, and under all other fixtures and personal property acquired with Awards funds, tangible or intangible, of every kind, nature, and description, and wherever situated, now or hereafter owned or leased by the Co-Awardees, it being the intention hereof that all such property paid for with Award funds now owned or leased but not specifically described herein, or acquired or held by the CoAwardees after the date hereof, shall be as fully embraced within and subjected to the lien hereof as if the same were now owned by the Co-Awardees and were specifically described herein to the extent only, however, that the subjection of such property to the lien hereof shall not be contrary to law. 26

ATTACHMENT 1

RECONNECT PROGRAM CONSTRUCTION PROCEDURES
27

ATTACHMENT 2

EQUAL OPPORTUNITY CONTRACT PROVISIONS
During the performance of this contract, the contractor agrees as follows:
(a) The contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this non-discrimination clause.
(b) The contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) The contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or worker's representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous place available to employees and applicants for employment.
( d) The contractor shall comply with all provisions of Executive Order 11246 of September 24, I 965and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965 and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulation, and orders.
(D) In the event of the contractor's non-compliance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or part by the Government, and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with the procedure authorized in Executive Order 11246 of September 14, 1965, and such other sanctions may be imposed and remedies invoked as provided in said Executive Order or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (g) The contractor shall include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246, dated September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. The contractor shall take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 28

ITEM NO. 12

COUNCIL AGENDA ITEM
APRIL 15, 2025
PREPARED BY: Jami Westervelt, Economic and Community Development Director SUBJECT: Broadband Project Grant Agreement Between the City of Gustine and Unwired as USDA Co-Awardees

BACKGROUND
A provision of receiving a $1.35 Million grant for "Broadband Equity and Expansion Project" through the USDA is that the City and Unwired sign a required Co-Awardee agreement (which was previously heard and considered by Council with the item prior).

The agreement addresses USDA requirements, but does not identify the roles and responsibilities of either of the Co-Awardees to each other (City and Unwired}.

Attorneys for both the City and Unwired support the two entering into a separate agreement to clearly delineate responsibilities and commitments, as Co-Awardees.

DISCUSSION
Exhibit B to this staff report has been approved by subject-expert attorneys at BBK for the City and by attorneys for Unwired. The agreements were worked on for some time by both firms in the interest of fairness to each party and to protect all involved. Among the responsibilities outlined is the service Unwired will provide to the City in-kind.

The City has spent significant staff hours over more than two years to bring this funding opportunity to fruition. The $1.3 Million in Congressionally Directed Spending (CDS) funding only became available through City contribution of time and dollars to develop the application and to follow up with elected officials to lobby for the funding.

As the primary grantee, the City provided substantial staff time working directly with USDA to get the Co-Awardee agreement to a point that the City and Unwired could agree to sign it. The City will also utilize staff time in administering the grant throughout its life.

The $1.3M for this project cannot reimburse the City for its time but it will play a key role in helping Unwired bring service that is guaranteed to reach all consumers in City limits.

Although the CDS funds do not directly reimburse the City for its expenses, Unwired has agreed to provide services to the City of Gustine facilities in the future. This benefit will offset City internet costs in future budget years, providing reliable high-speed service to City facilities without cost to the City. The infrastructure that Unwired will install and the service they have agreed to provide meets the specialized needs of the City.

The attached contract, Exhibit B to this agenda item, includes a section entitled "Exhibit A" to that agreement that outlines specific connections and service agreed upon.

The USDA, as the project funder, also required review of the draft accompanying agreement and has approved the attached. Unwired and its attorneys have also

reviewed and indicated ability to sign the attached. Therefore, substantive changes could delay project funding and implementation, as the agreement would need to go back to attorneys for Unwired and USDA. Unwired would need to agree to changes and USDA would need to approve.

FISCAL IMPACT
No negative impacts to the City from this agreement. Unwired will install infrastructure needed and provide fiber service to the City without charge, resulting in a cost savings to the City for internet access going forward.

RECOMMENDATION
Council approve a resolution approving the agreement and authorizing the City Manager to execute the Gustine/Unwired Broadband Project Grant Co-Awardee Agreement.

EXHIBIT{S)
A) Resolution 2025-XXXX Authorizing City Manager to sign Gustine/Unwired Broadband Project Grant Co-Awardee Agreement
B) Gustine/Unwired Broadband Project Grant Co-Awardee Agreement APPROVED BY:
7I )'
Soknirorn Than, City Manager

RESOLUTION 2025-XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUSTINE AUTHORIZING THE CITY

MANAGER TO ENTER INTO AN AGREEMENT BETWEEN THE CITY OF GUSTINE AND UNWIRED BROADBAND CLARIFYING ROLES AND COMMITMENTS TO EACH OTHER AS USDA COAWARDEES IN A RECONNECT GRANT RESULTING FROM A CITY CDS FUNDING REQUEST WHEREAS, the City of Gustine for some time has identified the lack of reliable, affordable internet access for both its businesses and residences as a major challenge and priority; and
WHEREAS, the City of Gustine, through the federal Congressional Directed Spending (CDS) process, applied for and received an allocation in the FY23 Omnibus Spending bill for $1 .3 Million for broadband service able reach all within the City boundaries; and WHEREAS, the federal government allocated the funds through the United State Department of Agriculture (USDA) Rural Utilities Services (RUS) division and its Reconnect program; and
WHEREAS, the City funding amount provided requires that the City partner with another entity to meet the service requirements outlined; and WHEREAS, unwired Broadband has agreed to provide service as required by the grant by utilizing this award in combination with other funding sources available to the company on its own; and
WHEREAS, USDA RUS requires that the City, as the primary awardee, remain a CoAwardee on its grant agreement along with unWired; WHEREAS, the City and unwired agree that a secondary agreement to the CoAwardee agreement is needed to outline the specific roles each will play and the commitments that each makes to the other related to the Reconnect grant; and WHEREAS, that agreement titled Gustine/unWired Broadband Project Grant CoAwardee Agreement is Attachment 1 to this resolution; and WHEREAS, the City contributed significant resources to both secure the initial CDS allocation and bring about concessions to the standard Re-Connect agreement by USDA that benefit both Co-awardees; and
WHEREAS, the City expects to expend additional significant resources in all phases of implementing the grant without recovery of those costs being reimbursed by either the grant or unWired; and
WHEREAS, Exhibit A to Attachment 1 outlines the infrastructure and fiber service that unWired will provide the City in-kind to offset past and future expenses by the City in relationship specifically to this grant funding.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Gustine does hereby authorize the City Manager to enter into the Gustine/unWired Broadband Project Grant Co-Awardee Agreement.

THE FOREGOING RESOLUTION of the City Council of the City of Gustine was passed at a regular meeting held on the 15th day of April 2025. The resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

APPROVED:

Patrick Nagy, Mayor
City of Gustine
ATTEST:

Melanie Correa, Deputy City Clerk
City of Gustine

GUSTINE/UNWIRED BROADBAND PROJECT GRANT CO-AWARDEE AGREEMENT This BROADBAND PROJECT GRANT CO-AWARDEE AGREEMENT {hereinafter referred to as "Agreement") is entered into and made effective as of the latter signature date hereof {the "Effective Date"), by and between the CITY OF GUSTINE, a municipal corporation {hereinafter referred to as "City") and UNWIRED BROADBAND LLC, a California limited liability company, headquartered in Fresno, California (hereinafter referred to as "UWB"). City and UWB are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
WHEREAS, City is a municipal corporation organized under the laws of the State of California; WHEREAS, UWB is in the business of developing, constructing, operating and maintaining fixed wireless and fiber optic to the premise {FTTP) infrastructure and providing high speed broadband internet access services to homes and businesses; WHEREAS, City seeks to enable the deployment of fiber optic infrastructure for the provision of broadband services for the City's residents, businesses and institutions; WHEREAS, UWB is willing to construct, maintain and own a State-of-the-Art Next Generation all Fiber Optic Network {hereinafter referred to as "FTP Network") and to offer Gigabit speed broadband services to the entire City of Gustine as described in Exhibit A hereto ("the Project") WHEREAS, City was allocated one million three hundred and fifty thousand dollars ($1,350,000.00) in Congressionally Directed Spending ("CDS") in the federal 2023 Consolidated Appropriations Act to pursue a broadband equity and expansion project; WHEREAS, the CDS funding was dispersed through the U.S. Department of Agriculture, Rural Development, Rural Utility Service ("RUS") via its Rural Development Broadband Reconnect Program;
\
WHEREAS, City and UWB submitted information to RUS to seek approval to use the CDS to partially fund the Project;
WHEREAS, RUS approved the use of the CDS as proposed (the "Award") and requires the parties hereto to enter into that certain Reconnect Program Grant and Security Agreement between the City as Principal Awardee, UWB as Co-Awardee, and the United States of America (the "GSA") in relation thereto; and
WHEREAS, City and UWB desire to enter into the GSA to accept the Award and this Agreement so that the parties may delineate between them the responsibilities for compliance with the GSA and related matters.

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter contained, the Parties hereto agree as follows:

1. UWB's General Obligations; FTTP Network Construction

1.1 Award Acceptance/Compliance. The parties shall enter into the GSA to accept the Award. UWB shall comply with the terms and conditions of the GSA, the terms and conditions of this Agreement, and federal statutes and regulations governing the administration of the Award, provide truthful and accurate information, and cooperate with the City in the performance of its obligations thereunder. UWB shall provide evidence to the City and to RUS that it has satisfied all the conditions of financial assistance as required by the GSA.

1.2 Financial Obligations. UWB shall provide or secure all other funds needed in excess of the Award amount in order to ensure adequate funding for UWB to construct, operate, and maintain the FTTP Network, and, if necessary, will obtain additional loans or funds or receive binding commitments for supplemental funding in an amount needed to ensure completion of the FTTP Network and compliance with this Agreement. In no event will the City have any obligation to fund the FTTP Network separate from allowing UWB to use the Award under the conditions of this Agreement and the GSA.

1.3 Schedule. UWB shall be responsible for the construction, operation and maintenance ofthe Project as required by GSA Section 5.7, including but not limited to, the obligation to manage and operate the Project in an efficient and economic matter while maintaining the Project in good repair. UWB shall complete the Project in accordance with the Network Design submitted with the RUS approved project, as such design may be amended with prior RUS consent, and the Buildout Timeline approved by RUS, as may be amended with prior RUS consent.

1.4 Construction and Maintenance. UWB shall execute and maintain its work on the Project so as to avoid injury or damage to any person or property. In carrying out its work, UWB shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

1.4.1 Required Permits. Prior to commencing construction, UWB shall obtain, at its sole cost, all necessary City permits in order to construct and operate the FTTP Network, as well as required permits or authorizations of third parties, including but not limited to, permits needed to cross railroad right of way. The City shall waive all fees related to any City permits necessary for UWB's provision of the facilities and services as described in Exhibit B attached hereto, provided that UWB shall submit documentation necessary for the issuance of such permits separately from permit requests necessary to construct and operate the FTTP Network generally. This Agreement does not require the City to approve any particular permit applications, nor does it provide UWB with any interest in any particular location within the public rights of way. Certain specific physical design aspects of the FTTP Network and detailed approvals of the installation of the facilities will occur only through the issuance of specific permits and approvals by the City. Further, UWB shall pay the City for its contractor time for any

and all engineering, planning, building or legal work performed related to the installation of the FTTP Network, and such payment shall not be contingent upon reimbursement from RUS. The City shall provide to UWB each month documentation of all such reimbursable costs reconciled and expended by the City since the City's previous update.

1.5 Material Changes to Project and Budget. UWB understands that no material change may be made to the network design, construction, buildout timeline, line-item budget, delivery of services and/or objectives ofthe Project without the City obtaining prior approval of RUS under Section 3.3(b) and 7.8 of the GSA. If UWB desires for the City to seek a material change in the Project as described in this Section, it shall submit its request to the City for consideration; provided, however, that the City will not unreasonably reject UWB's request to seek a material change. The City will advise UWB within a reasonable time whether or not it is willing to seek RUS approval, and if such approval is sought, UWB agrees to cooperate in preparing the request and to abide by the RUS decision. Notwithstanding the foregoing, if the City determines that the City's actions or inaction necessitates a material change to the Project and results in increased costs to UWB, the City shall seek RUS approval for such material change.

2. Award Advances and Reimbursements; Unused and Disallowed Advances; Repayments; Purchases and Liens

2.1 UWB understands and agrees that it will be responsible for supplying accurate and timely information and preparing all documentation and forms needed by the parties to satisfy the conditions precedent for RUS approval of Advances under Section 4.3 of the GSA.

UWB shall use best efforts to submit a draft of each such request to the City for prior review and approval at least twenty (20) business days before any submission deadline found in the GSA. City shall promptly review and approve such requests, or provide comments to UWB on any changes to incorporate prior to submittal, and in all cases, at least ten (10) business days before any submission deadline found in the GSA.

2.2 UWB also understands that if any portion of the Award is unused or an expenditure is disallowed by RUS for any reason, including under GSA Section 5.3, or if the Project is sold or merged without RUS approval under GSA Section 9.2, RUS may require a portion of the Award to be rescinded or returned. City shall have no obligation to compensate UWB with regard to any such amounts regardless of the reason for RUS rescission, demand for return or disallowance of funding. If repayment of a portion of the Award is required, this shall be the sole responsibility of UWB, and UWB shall comply with any such request for repayment within five (5) business days of UWB's receipt of such request from the City or RUS.

2.3 UWB shall not seek any advances from the City for the Project. UWB shall not seek any reimbursements from the City for the Project other than appropriate and documented requests for Award funds. The City shall not be responsible for reimbursing any Project costs or expenses in any circumstances other than payment of the Award funds to the extent authorized by RUS.

2.4 All facilities, materials, equipment, supplies, replacements and all other items

purchased by UWB with Award funds shall be purchased outright, and not subject to any conditional sales agreement, chattel mortgage, bailment lease or other agreement reserving to the seller any right, title or lien. As the sole owner of the Collateral acquired with the Award funds, UWB shall be solely responsible to RUS for compliance with GSA Sections 5.12, 5.13, 7.2,

7.7, 8.6, 9.1 and 9.2 regarding Collateral. UWB acknowledges and agrees to comply with federal restrictions on transfers of property acquired with Award funds and acknowledges RUS has the right to file financing statements and instruments to perfect and maintain a first lien on such property for its Composite Economic Life as determined by RUS. UWB agrees to pay all reasonable expenses of City (including the fees and expenses of its counsel), if any, in connection with the Collateral including filing or recordation of all financing statements and instruments as may be required by RUS, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith.

2.5 If UWB is a recipient of any other federal broadband funding either directly from a federal agency or as a passthrough from the state, UWB acknowledges and certifies that neither funds under this Award nor any other federal broadband funds or passthrough funds will be used to reimburse the same expenditures. UWB also agrees to maintain separate accounts to track sources and uses of each funding source.

2.6 UWB agrees to comply with the Buy American requirements in GSA Section

5.14(a), unless a waiver is granted by RUS. If a waiver is deemed necessary, UWB shall submit the request to the City for consideration and further submittal to RUS.

3. UWB's Record Keeping, Reporting, and Financial Obligations

3.1 UWB shall comply with all record keeping requirements with respect to UWB's use of the Award funds, including the requirements in the GSA and those provided herein.

3.2 Record Keeping.

3.2.1 UWB must establish an accounting system in compliance with RUS accounting requirements provided in 7 CFR part 1770, subpart B.

3.2.2 UWB shall maintain, at its premises, such books, documents, papers, or other records and supporting documents, including, but not limited to, invoices, receipts, payroll records and bills of sale, adequate to identify the purposes for which, and the manner in which grant and other funds were expended on the Project. UWB shall at all times keep, and safely preserve, proper books, records and accounts in which full and true entries shall be made of all dealings, business, and affairs of UWB, in accordance with its system of accounts complying with Subsection 3.2.1 immediately above. UWB shall maintain copies of all documents submitted to RUS in connection with the Award until the longer of (i) all audits have been completed, (ii) the term of this Agreement, (iii) the term as required by RUS, or (iv) three years subsequent to close-out of the Award.

3.2.3 UWB records shall be retained and preserved in accordance with the

provisions of 7 CFR part 1770, subpart A.

3.3 Quarterly Report. No later than ten (10) calendar days after the end of each calendar year quarter during the period in which Award funds are available for UWB's expenditure, UWB shall submit to City, the information required by GSA, Section 6.4(a), including the following information: balance sheets, income statements, statements of cash flow, and the number of customers taking broadband service for purposes of uploading such information to RUS' online reporting system. UWB shall provide all information in an organized and readable manner, or in a form or format designated by City. UWB shall cooperate and work with City to upload all required information in a timely manner. In addition, UWB must provide City with such other reports concerning the financial condition or operation of UWB, including its subsidiaries, if applicable, as RUS may request from City. Such requested information must be provided to City within the applicable deadline provided within City's information request.

3.4 Annual Performance Report. For the three (3) years starting the first January 31st after Project Completion (as the term is defined in the GSA), UWB shall submit to City the information required by GSA Section 6.4(b) for purposes of uploading such information to RUS' online reporting system, including:

3.4.1 existing network service improvements and facility upgrades, as well as new equipment and capacity enhancements that support high-speed broadband access for educational institutions, health care providers, and public safety service providers;

3.4.2 the estimated number of end users who are currently using or forecasted to use the new or upgraded infrastructure;

3.4.3 the progress towards fulfilling the objectives for which the assistance was granted;

3.4.4 the speed and average price of the most subscribed tier of UWB's broadband service offerings in the Network's service area; and

3.4.5 the average price of broadband service in the FTTP Network's service area.

UWB shall provide all of the above in an organized and readable manner, or in a form or format designated by City. UWB shall cooperate and work with City to upload all required information in a timely manner

3.5 Annual Map Reporting. No later than ten (10) calendar days after the end of the calendar year, UWB shall provide necessary data required by GSA Section 6.4(c) and work with the City to submit annually updated service area maps through RUS' on line mapping tool showing the areas where construction has been completed and geospatial location of residences and businesses that are receiving new broadband service until the entire Approved Project Service Area (as the term is defined in the GSA) can receive the broadband service.

3.6 UWB shall permit the City and its auditors to have access to UWB's records and

financial statements a necessary for the City to meet the requirements of 2 CFR Part 200. UWB shall, at its expense, provide to the City and to RUS all audited information and otherwise comply with the annual audit requirements in GSA Section 6.3.

3.7 Close Out Report. UWB shall deliver a close out report to City no later than sixty (60) days after the expiration or termination of the Award or expenditure of all Award funds, whichever event occurs last. The close out report shall address the items required by GSA Section 6.4(d), including: (i) a comparison of actual accomplishments to the objectives set forth in the Application (as the term is defined in the GSA); (ii) a description of problems, delays, or adverse conditions that occurred, or which affected the attainment of overall project objectives, prevented the meeting of time schedules or objectives, or precluded the attainment of particular project work elements during established time periods; (iii) a comparison of how funds were spent against the original general budget submitted with the RUS approved Application, and (iv) a final buildout map on the RUS mapping tool indicating that all construction has been completed as proposed.

3.8 UWB shall maintain a positive ending cash balance as reflected on the cash flow statement for each year in which Award funds are expended. If, for any reason, the RUS finds that UWB has not maintained a positive ending cash balance for any reported quarterly period, UWB may be required to provide a written plan satisfactory to City, to be submitted to RUS, within a specified period of time, setting forth the actions that shall be taken to achieve the specified financial requirements on a timely basis and shall promptly implement said plan.

3.9 UWB shall pay all costs and expenses of City, including reasonable fees of legal counsel, incurred in connection with the enforcement of this Agreement.

4. UWB's Service Obligations and Pricing Commitments

4.1 UWB shall offer the minimum levels of broadband service described below in Section 4.2 commencing from the date of FTTP Network completion until the end of the Composite Economic Life of the facilities financed with the Award as specified in the GSA.

4.2 For a minimum period of five (5) years after FTTP Network completion, UWB shall not charge more than the maximum price listed below for residential broadband service at the below described service levels delivered via its FTTP Network:

SERVICE NAME DL/UL SPEEDS DELIVERY MAXIMUM

MONTHLY RATE
NextGen Max 1000/1000 Ethernet $99.99
NextGen Ultra 500/500 Ethernet $89.99
NextGen Plus 250/250 Ethernet $69.99

4.3 UWB was a participating provider in the Affordable Connectivity Program ("ACP") which ended on June 1, 2024, and hereby commits to resume such status in ACP or a successor subsidy program that may become available during at least the first five (5) years

after FTTP Network completion, and to advertise the availability of the such subsidies for its services to residents of Gustine.

4.4 In addition to the anticipated benefits of offering broadband services to the public via the FTTP Network, UWB agrees to provide facilities and services to the City as described in Exhibit B hereto.

5. City Oversight/Administration

5.1 The City, as the Principal Awardee of the Award, will maintain general oversight, and make any filings or take any action that must be made by the Principal Awardee under the GSA. The City has the right to conduct compliance reviews and audits of UWB to assure compliance with this Agreement and the GSA. The City will provide at least five (5) business days' prior written notice to UWB of any such compliance reviews and audits conducted by the City. UWB shall also comply with any access and inspections requests the City receives from the RUS, the Office of the Inspector General of the Department of Agriculture, and the Government Accountability Office, at all times during business hours and upon prior notice, to have access to and right to inspect the Project, any other property encumbered by the Security Documents (as the term is defined in the GSA), and any and all books, records, accounts, including electronic books, records, accounts and electronic mail messages, regardless of the physical form or characteristics, invoices, contracts, leases, payroll records, canceled checks, statements, and other documents, and papers of every kind belonging to or in any way pertaining to its property or business, including its Subsidiaries, if any, and to make copies or extracts therefrom. Each of the parties will forward to the other any notice received from the RUS, the Office of the Inspector General of the Department of Agriculture, and the Government Accountability Office, as promptly as possible, and in all circumstances within five (5) business days of receipt of such notice.

6. Representatives

6.1 City Representative. The City hereby designates the Economic and Community Development (ECD) Director (or equivalent position/title) for the City, to act as its representative for the performance of this Agreement ("City Representative"). In the absence of the ECD Director or at the discretion of the City for any other reason, and confirmed by the City Manager to UWB, the City may at any time change designated representative at its discretion. The City Representative shall have the power to act on behalf of the City for all purposes under this Agreement. UWB shall not accept direction or orders from any person other than the City Representative or their designee, or directly from the City Manager.

6.2 UWB Representative. Before starting the work, UWB shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("UWB Representative"). Following approval by the City, the UWB Representative shall have full authority to represent and act on behalf of UWB for all purposes under this Agreement. The UWB Representative shall supervise and direct the work, using their best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all

portions of the work under this Agreement. Should UWB desire to change its UWB Representative, UWB shall provide the information specified above and obtain the City's written approval.

7. Representations and Warranties

7.1 Each Party, with respect to this Agreement, represents: (a) it has taken all corporate and/or governmental action necessary for the authorization, execution and delivery of such Agreement and to make such Agreement legal, valid and binding; (b) it has no agreement or understanding with any third party that interferes with or will interfere with its performance of the Party's obligations under this Agreement; (c) it is not interfering with any other party's rights or contracts, or violating the terms of any agreements with other parties, by entering into and/or performing under the terms of this Agreement; (d) the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party.

7.2 UWB hereby represents and warrants and covenants to City as follows:

7.2.1 RUS Requirements UWB represents and warrants that:

7.2.1.1 It (i) is the type of organization specified in the first paragraph hereof, duly organized, validly existing, and in good standing under the laws of California; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business make such qualification necessary; (iii) has legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under the Agreement; (iv) has duly and lawfully obtained and maintained all material licenses, certificates, permits, authorizations and approvals necessary to conduct its business or required by applicable laws; and (v) is eligible to obtain the financial assistance from RUS contemplated by this Agreement.

7.2.1.2 The execution, delivery and performance of the
Agreement and the performance of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions and do not violate any provision of law or any charter, articles of incorporation, organization documents or bylaws of UWB or result in a breach of, or constitute a default under, any agreement, security agreement, note or other instrument to which the Awardee is a party or by which it may be bound.

UWB has not received any notice from any other party to any of the foregoing that a default has occurred or that any event or condition exists that with the giving of notice or lapse of time or both would constitute such a default.

7.2.1.3 No consent, approval, authorization, order, filing, qualification, license, or permit of any governmental authority is necessary in connection with the execution, delivery, performance or enforcement of the Agreement, except such as have been obtained and are in full force and effect.

7.2.1.4 Each part of the Agreement is, or when executed and delivered will be, the legal, valid, and binding obligation of the Awardee, enforceable in

accordance with its terms, subject only to limitations on enforceability imposed in equity or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally.

7.2.1.5 UWB is in compliance in all material respects with all federal, state and local laws, rules, regulations, ordinances, codes and orders.

7.2.1.6 There are no pending or threatened legal, arbitration or governmental actions or proceedings to which UWB is a party or to which any of its property is subject.

7.2.1.7 All information, reports, and other documents and data submitted by UWB to RUS in connection with the City's application were, at the time the same were furnished, complete, and correct in all material respects. Any financial statements or data submitted to RUS in connection with the City's application present fairly, in all material respects, the financial position of UWB and the results of its operations in conformity with Accounting Requirements (as defined in the GSA). Since the date thereof, there has been no material adverse change in the financial condition or operations of UWB.

7.2.1.8 The principal place of business and chief executive office of UWB is at the address specified in Section 8.4 below.

7.2.1.9 UWB has no subsidiaries.
1 7.2.1.10 No default by UWB has occurred under any agreement or instrument to which UWB is a party or to which any of its property is subject that could have a material adverse effect on, or change in, the condition, financial or otherwise, operations, properties, business or prospects of UWB or on the ability of UWB to perform its obligations under the Agreement as determined by City.

7.2.2 Capability to Perform. UWB has the financial and, technical and legal capability to develop, construct, operate and maintain the FTTP Network and to perform its obligations under this Agreement and that overall Project completion is not reliant on obtaining additional federal funds beyond the Award, which represents the City's full consideration for UWB's commitments under this Agreement, the receipt and sufficiency of which are hereby acknowledged by UWB.

7.2.3 Labor Standards. UWB is aware of the requirements of California Labor Code sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. (the "Prevailing Wage Laws"). UWB agrees to comply with such Prevailing Wage Laws with respect to any work under this Agreement which constitutes, or is determined by the Department of Industrial Relations or by a court to be, a "public works" project under California law. Accordingly, UWB shall also defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless pursuant to the indemnification provisions of this Agreement and from any claim or liability arising out of any 1 NTD: Schedule 1 to the GSA must be amended to include UWB's parent holding company unwired Broadband Holdings, LLC.

failure or alleged failure to comply with the Prevailing Wage Laws in connection with this Agreement.

7.2.4 Non-Infringement. UWB will perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any intellectual property rights of any third party.

7.2.5 Verification of Employment Eligibility. By executing this Agreement, UWB fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

7.2.6 DIVCA Franchise/No Public Utility Status. UWB (i) holds a video services franchise issued pursuant to the Digital Infrastructure and Video Competition Act (DIVCA) that covers the City of Gustine; (ii) it is not a public utility; and (iii) does not hold and, to the best of its knowledge, is not legally required to hold any certificate of public convenience and necessity (CPCN) from the California Public Utilities Commission or any operating authority from the Federal Communications Commission.

7.2. 7 Maintain Authorizations. UWB will take or cause to be taken all such actions as from time to time may be necessary to preserve its existence and to preserve and renew all franchises, contracts, rights of way, easements, permits, and licenses now or hereafter to be granted or conferred upon it, with respect to the Project and necessary to perform its obligations hereunder.

7.2.8 Equal Opportunity Employment. UWB is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Further, UWB shall comply with all the Equal Opportunity Requirements in GSA Section 5.10.

7.2.9 Dig Alerts. UWB is a member of "Underground Service Alert of Southern California" and agrees to maintain and keep current its membership in said organization throughout the term of this Agreement, and to comply with "Underground Service Alert of Southern California noticing and other requirements.

7.2.10 Air Quality. UWB will fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, UWB shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. UWB shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or

regulatory agency for violations of applicable laws, rules and/or regulations by UWB, its subcontractors, or others for whom UWB is responsible under its indemnity obligations provided for in this Agreement.

7.2.11 State Recycling Mandates. UWB will fully comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

7.2.12 Conflict of Interest. UWB has not employed nor retained any company or person, other than a bona fide employee working solely for UWB, to solicit or secure this Agreement. Further, UWB warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for UWB, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

7.2.13 Subcontractor Legal Compliance. All UWB subcontractors shall be in compliance with all applicable federal, state and local laws and government rules and regulations applicable to them, including the Equal Opportunity Provisions set forth in Exhibit C hereto.

8. Indemnification and Insurance

8.1 Indemnification Scope of Indemnity. To the fullest extent permitted by law, UWB shall defend, indemnify and hold harmless the City, its officials, employees, agents and servants (collectively, "City Indemnitees") from any and all third-party claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death (collectively, "Claims"), to the extent such Claims arise out of or result from the negligent acts or omissions or willful misconduct of UWB, its officials, officers, employees, subcontractors, consultants, or agents in connection with this Agreement or the GSA, the performance of the UWB's commitments, and Claims related to the construction and operation of the FTTP Network.

This includes, without limitation, any Claims by the Rural Utilities Service (RUS) arising from UWB's failure to comply with applicable RUS regulations or requirements in connection with the project, and reasonable (a) attorneys' fees, (b) expert witness fess, and (c) expenses and other related costs directly arising from such Claims. UWB's obligation to defend shall be triggered only upon the assertion of Claims that allege negligence or willful misconduct by UWB or those authorized parties acting on its behalf. UWB shall have the right to control the defense of any such Claim, provided that the City shall have the right to approve counsel, which approval shall not be unreasonably withheld. To the fullest extent permitted by law, and subject to the limitations and conditions set forth in California Government Code, the City shall defend, indemnify, and hold harmless UWB, its officials, officers, and employees from any and all Claims

to the extent such Claims arise out of or result from the negligent acts or omissions or willful misconduct of the City lndemnitees in connection with this Agreement or the GSA. Additionally, the City shall indemnify UWB for any recission, repayment, or forfeiture of the Award, or a portion thereof, as required by RUS if such recission, repayment, or forfeiture arises solely from the City's unreasonable action or inaction. The City's obligation to indemnify shall be limited to the extent authorized by law and shall not constitute a gift of public funds under California law.

The City shall have the right to control the defense of any such Claim, provided that UWB shall have the right to approve counsel, which approval shall not be unreasonably withheld. Neither party shall be required to indemnify the other for Claims arising from fraud, intentional torts, or violations of law prohibited under California Civil Code. Nothing in this Section shall be construed to waive any defenses or immunities available under applicable law to either party, including but not limited to those under the California Government Claims Act.

8.1.1 Additional Indemnity Obligations. For the avoidance of doubt, the party providing indemnification ("Indemnifying Party") shall reimburse the party seeking indemnification ("Indemnified Party") for the cost of any settlement paid by the Indemnified Party as part of any such Claim; provided, however, that the Indemnifying Party shall give prompt written notice to the Indemnified Party of any proposed settlement of an indemnified Claim and the Indemnifying Party shall have the sole authority to settle any indemnified Claim; and, provided, further, that the Indemnifying Party must not, without the consent of the other party, as part of any settlement (a) admit to liability or fault on the part of the other party, or (b) agree to an injunction against the other party. Such reimbursement shall include payment for the Indemnified Party's reasonable attorneys' fees and reasonable costs, including reasonable expert witness fees. The Indemnifying Party shall reimburse the Indemnified Party's indemnitees (as defined in Section 8.1), as applicable, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Neither party's obligation to indemnify shall be restricted to insurance proceeds, if any, received by the other, its officials, employees, agents and authorized parties acting on either party's behalf.

8.1.2 Obligation to Notify. The Indemnified Party must provide written notice to the Indemnifying Party upon becoming aware of any Claim that may trigger an indemnification obligation. Notice must be delivered within a reasonable time, not exceeding (30) days after the indemnified party becomes aware of the Claim provided that such time period does not materially prejudice the Indemnifying Party. The content of the notice shall include (a) a detailed description oft he Claim, including relevant facts and circumstances; (b) a clear statement of the Indemnified Party's intent to seek indemnification; and (c) copies of pertinent documents (e.g., demand letters, complaints, or pleadings), if available. Failure to provide timely notice consistent with this Section does not relieve the Indemnifying Party of its obligations unless such failure materially prejudices the Indemnifying Party's ability to defend the Claim. The Indemnified Party must fully cooperate with the Indemnifying Party in defending the Claim. Cooperation includes, but is not limited to, providing all relevant documents, records and information in the Indemnified Party's possession in a timely manner, making available personnel necessary for the defense, and assisting with responses, pleadings, and other legal documents as needed.

8.2 Insurance Requirements

8.2.1 Minimum Requirements. UWB shall, at its expense, procure and maintain for the duration of the Agreement 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 UWB, its agents, representatives, employees or subcontractors. Such insurance shall meet at least the following minimum levels of coverage:

8.2.2 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version ofthe following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Policies shall not contain exclusions contrary to this Agreement.

8.2.3 Minimum Limits of Insurance. UWB shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability:

Workers' compensation limits as required by the Labor Code of the State of California.

Employer's Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Agreement.

8.3 RUS Insurance Requirements for Telecommunications Borrowers. UWB shall also ensure that its insurance coverage complies with, and is maintained in accordance with 7 CFR Section 1788, as well as maintaining the fidelity bond or theft insurance coverage required in Section 4.2(a) of the GSA.

8.4 Verification of Coverage. UWB shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

8.5 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. UWB shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20

38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

8.6 Reporting of Claims. UWB shall report to the City, in addition to UWB's insurer, any and all insurance claims submitted by UWB in connection with the work under this Agreement.

9. General Provisions

9.1 Dispute Resolution: Laws and Venue. In case of dispute or if any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in the Superior Court of California for the County of Merced. Each Party shall bear their own fees and costs, including attorneys' fees. The Parties hereby waive any state and federal laws that allow for a change of venue.

9.2 Defaults: Termination; Rescission

9.2.1 Defaults. This Agreement may be suspended or terminated by the City due to the failure on the part of UWB to comply with any material requirements of this Agreement but only after providing written notice to and allowing UWB thirty (30) days to remedy any alleged deficiency or such shorter period required by RUS to remedy such default that is also an Event of Default as that term is defined in Section 10.1 of the GSA.

9.2.2 Termination. Upon termination for a party's default, the non-defaulting party shall have all the rights and remedies available under the law. This Agreement shall automatically terminate without further notice if RUS terminates the Award. Termination shall not relieve UWB of its obligations to pay any and all amounts owed to City in connection with the Project in accordance with this Agreement. Termination shall not relieve either party of its respective indemnification obligations under Section 8.

9.2.3 Rescission. The City reserves the right, consistent with the GSA to rescind the Award, in which event the City shall release UWB from its obligations hereunder, provided that UWB must comply with any terms and conditions the City and/or RUS may impose for such release.

9.3 Agreement Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Agreement or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon UWB.

To the extent of any conflict between this Agreement and the GSA as to Award performance requirements, the GSA will prevail.

9.4 Severability. If any term, provision, condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and

this Agreement shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein

9.5 Notices. All notices hereunder and communications regarding interpretation of the terms of the Agreement or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

UWB:

UnWired Broadband LLC
215 W Fallbrook Ave
Suite 203
Fresno, CA 93711
Attn: Matt Firra, CFO
CIY:

City of Gustine
352 Fifth Street
Gustine, CA 95322
Attn: Soknirorn Than, City Manager
WITH A COPY TO:

Gustine City Attorney
c/o Best Best & Krieger, LLP
500 Capitol Mall
Suite 1700
Sacramento, CA 95814
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

9.6 [INTENTIONALLY LEFT BLANK]

9.7 Assignment. UWB shall not, either voluntarily or by action of law, assign or transfer this Agreement or any obligation, right, title or interest assumed by UWB herein without the prior written consent of City, such consent not to be unreasonably withheld. For the avoidance of doubt, if RUS approves a transfer of all or a portion of the FTTP Network pursuant to Section 7.7(a) of the GSA, the City shall be deemed to have consented to the transfer of this Agreement. If UWB attempts an assignment or transfer of this Agreement or any obligation, right, title or interest herein, without consent, the transfer is null and void, and the City may, at its option, terminate and revoke the Agreement and shall thereupon be relieved from any and all obligations to UWB or its assignee or transferee. Further, UWB

agrees it will not enter into any transaction, contract, or dealing in violation of GSA Section

7.9. 9.8 Taxes. UWB shall be solely responsible for payment of any and all taxes, surcharges, franchise fees, business license fees or other fees required by local, state or federal law in connection with the Project, the operation of its business, and provision of services within the City of Gustine. The parties agree that no possessory interest is created by this Agreement. However, to the extent that a possessory interest is deemed created, UWB acknowledges that notice is and was hereby given to UWB, pursuant to California Revenue and Taxation Code Section 107.6, that use or occupancy of any public property pursuant to the authorization herein set forth may create a possessory interest which may be subject to the payment of property taxes levied upon such interest. UWB shall be solely liable for, and shall pay and discharge prior to delinquency, any and all possessory interest taxes or other taxes levied against UWB's right to possession, occupancy, or use of any public property pursuant to any right of possession, occupancy, or use created by this agreement.

9.9 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument.

Signatures delivered by facsimile, electronic mail (including PDF or electronic signature formats), or other electronic means shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

9.10 Entire Agreement; Modification This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.

9.11 No-Waiver. No failure on the part of City to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise by City of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Waivers may only be granted in writing signed by an authorized representative of the City.

9.12 Force Majeure. In the event that either Party is unable to perform any of the terms ofthis Agreement by reason of strikes, riots, acts of God (including but not limited to earthquake, wild fire, and pandemic) acts of public enemies, or other such cause beyond its control, it shall not be deemed to be in default or have forfeited its rights hereunder if it promptly notifies the other Party of the force majeure event and commences and prosecutes such performance with all deliberate speed upon the cessation of the force majeure event.

9.13 Independent Contractors. The Parties are independent entities and are not to be, and shall not be, construed as joint venturers, partners, employer/employee, or agents one of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.
[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the authorized representatives of the parties hereby sign below:

CITY OF GUSTINE
By: _
Its: _
Date: _

UNWIRED BROADBAND LLC
By: _
Its: _
Date: _

Exhibit A - Project Description
FTTP Network to be installed under and along existing City of Gustine public rights-of-ways to service all premises within the geographical limits of the City of Gustine, including approximately 2,068 single family properties, 110 commercial properties, and 17 anchor institutions.

The FTTP Network shall be comprised of approximately 175,179 feet of fiber optic cable and

1.25 inches conduit and include all the necessary hardware, equipment and structures.

The FTTP Network shall enable the provision of internet access services with minimum speeds from lGigabit/lGigabit symmetrical and up to multi-Gig symmetrical speeds of at least SGigabit/SGigabit.

The FTTP Network includes all work to be performed to bring broadband service to all premises in the Approved Project Service Area, including construction, the purchase and installation of equipment, and professional services including engineering and accountant/consultant fees, whether funded by federal assistance, matching, or other funds.

Exhibit B - City Facilities and Services
UWB agrees to provide the following facilities and services to the City:

1. At no charge to the City, UWB will construct and maintain a network (City Network) comprised of four (4) strands of dark fiber in and along the routes (as shown on map in Attachment 1) to the following City locations with City Hall being the hub, dedicated for the City's use for the Service Term as defined in Section 2 of this Exhibit B:

Name of City Network Location Address
City Hall 352 5 St.

Gustine, CA 95322
Police Department 682 3'' Ave.

Gustine, CA 95322
Public Works 750 East Ave.

Gustine, CA 95322
Public Library 205 6 St.

Gustine, CA 95322
Al Goman Community Center 745 Linden Ave.

Gustine, CA 95322
Gustine Aquatic Center 37.2572,-121.00283
Water Well Site 4 37.24975, -121.00868
Water Well Site 5 37.25174, -120.99425
Water Well Site 6 37.25716, -120.99685
Water Well Site 7 37.2497, -121.01173
North Ave. Lift Station 37.25995, -121.00924
Linden Ave. Lift Station 37.24897, -121.00787

2. At no charge to the City, UWB will provide internet fiber circuit services to the City over the City Network at speeds capable of one (1) GB up to five (5) GB subject to network capacity at the following locations only: (a) City Hall - 352 5" St. and (b) Police Dept. - 682 3 Ave with a /29 static IP Block for City Hall's use and another /29 static IP Block for the Police Department's use, this is continuing for the Composite Economic Life of RUS-financed facilities as defined in the GSA (Service Term). The Parties will meet and confer in good faith every five (5) years

during the Service Term to establish the increased service levels as appropriate to meet City demand and technology. At the end of the Service Term, UWB may continue to provide the services at prices mutually agreed to by UWB and City.

ATTACHMENT 1 TO EXHIBIT B -- CITY NETWORK MAP
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Exhibit C-EQUAL OPPORTUNITY CONTRACT PROVISIONS
Du ring the performance of this contract, the contractor agrees as follows:
(a) The contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this non-discrimination clause.
(b) The contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) The contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or worker's representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous place available to employees and applicants for employment.
(d) The contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965 and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulation, and orders. (f) In the event of the contractor's non-compliance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or part by the Government, and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with the procedure authorized in Executive Order 11246 of September 14, 1965, and such other sanctions may be imposed and

remedies invoked as provided in said Executive Order or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (g) The contractor shall include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246, dated September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. The contractor shall take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

ITEM NO. 13

COUNCIL AGENDA ITEM
APRIL 15, 2025
PREPARED BY: Jami Westervelt, Economic and Community Development Director Gary Ingram, Public Works Director
SUBJECT: Airport Hangar Demolition Contract Award and Budget Amendment

BACKGROUND
The City of Gustine owns fifteen ( 15) permanent hangars at Gustine airport, while private individuals own each of the other four portable "T" hangars, located near the fueling station. While, the privately owned "T" hangars are all in acceptable condition at this time, the same is not true of the city's permanent hangars.

The age of permanent hangars predates records that would detail when and by whom the hangars were built. Regardless of history, the City currently owns all fifteen hangars and is responsible for their maintenance. Nine of them are currently in an advanced state of disrepair. While the Airport Commission and the City Council have both expressed a strong desire to improve upon the City-owned hangars, lack of funding has hampered efforts.

Although hangar rentals can generate revenue, the Federal Aviation Administration (FAA) has historically not funded building or renovating hangars from its Airports Capital Improvement Program (ACIP). More recent funding to FAA under the Bi-partisan Infrastructure Law (BIL) can be used for revenue-generating features such as fuel pumps and hangar construction. However, the funds cannot go toward demolishing nor removal of existing hangars.

The nine hangars slated for demolition are beyond their useful life with weathered wood frames and walls mostly made of a lightweight sheet metal. This material peels apart once a significant wind at the airport loosens nails and screws from the weathered wood. The condition has significantly deteriorated beyond what was presented to the Council in 2021 when Council last considered hangar repairs that included eight of these nine. The $622,535 estimated to repair all structures and doors was not feasible to complete at that time due to lack of funding.

DISCUSSION
Regardless of funding to rebuild, there are advantages to demolition of the nine deteriorated hangars. Removing these hangars improves the aesthetics of the airport and removes potential hazards. Additionally, these hangars must be demolished before any new hangars can be built from any funding. At this time, there is no grant funding available for demolition or removal.

Staff have evaluated the existing City hangars. Based on previous direction from City Council, we have worked together to develop an informal bid packet for the

demolition of the nine hangars determined fitting to be demolished. Exhibit B went out to contractors on February 18 with a due date of March 17. Additionally, staff conducted hazardous material study on asbestos within the nine hangars. The City received a report back that no such material is present.

The City received seven responses to the solicitation. Staff reviewed these and found three of the responses incomplete or non-responsive to the elements required within the informal bid notice.

The four responses determined to be complete were the following (listed from lowest to highest bid):
a. Joe's Landscaping: Newman, CA based- $39,000
b. Don Lawley Company, Inc: Stockton, CA based- $39,810 c. No Limit Hauling & Demolition: Turlock, CA based- $54,479.35 d. Jay's Demolition: Merced, CA based- $204,163.12
The lowest responsible bid received is attached as Exhibit C. The bidder has the appropriate State Contractor licenses to complete the work. If the Council moves forward with the contract, the City Manager would utilize the City standard contract agreement approved to form by counsel. Including standard City l 0% contingency, the total contract would not exceed $42,900.

FISCAL IMPACT
Previously City Council has adopted FY2024-2025 budget with an appropriation amount of $10,000.00 to fund the demolition. Based on the bid received this is insufficient to cover the entire project. For this reason, staff is recommending to use the Measure V fund (Fund 201) for this expenditure. There is sufficient fund balance to cover the remaining cost of this project ($32,900.00).

RECOMMENDATION
Staff recommends that City Council adopt a resolution:

1. Accepting the low bid from Joe's Landscaping & Concrete, Inc. in the amount of $39,000.00 for the removal of nine hangars at the Gustine Municipal Airport as listed in the attached bid, and authorizing the City Manager to execute the Agreement and any associated change orders up to ten percent ( 10%) of the construction contract on behalf of the City of Gustine.

2. Amend the FY 2024-2025 budget by increasing appropriations in the Measure V Fund (Fund 201) in the amount of $32,900.00.

EXHIBIT(S)
A) Resolution 2025-XXXX Authorizing City Manager to sign a contract with Joe's Landscaping
B) Notice Inviting Informal Bids for Gustine Hangar Demolition Project C) Submittal by lowest bidder Joe's Landscaping
1» APPROVED BY: _
Soknirorn Than, City Manager

RESOLUTION 2025-XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUSTINE ACCEPTING BID AND AWARDING A CONTRACT TO JOE'S LANDSCAPING AND CONCRETE, INC. FOR THE

DEMOLITION OF NINE HANGARS AT THE GUSTINE MUNICIPAL AIRPORT, INCREASING THE

APPROPRIATIONS LIMIT IN THE MEASURE V FUND, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE AGREEMENT
WHEREAS, the City owns permanent hangars at Gustine Airport for which it has legal authority over and responsibility for; and
WHEREAS, the City has identified nine of these hangars as now being beyond reasonable repair standards and desires to have these demolished and removed for both aesthetic and safety reasons; and
WHEREAS, the City conducted an informal bid process for Project Code 25AP0002 in accordance with Section 2-6-40 of the City Municipal Code and the Uniform Public Construction Contract Cost Accounting Act (UCCCA); and
WHEREAS, the responsive and complete bids received are listed below;

CONTRACTOR
Joe's Landscaping:

Don Lawley Company, Inc:

No Limit Hauling & Demolition:

Jay's Demolition:

TOTAL BID
$39,000
$39,810
$54,479.35
$204,163.12
WHEREAS, the proposals have been reviewed and Joe's Landscaping and Concrete, Inc. submitted the lowest responsive and responsible bid; and WHEREAS, there is sufficient fund balance in the Measure V (Fund 201) to accommodate this project.

NOW THEREFORE BE IT RESOLVED by the City Council of the City of Gustine:

Section 1. Adopt a Resolution to award a contract to Joe's Landscaping and Concrete, Inc. in the amount $39,000.00 and authorize the City Manager to execute an agreement and any associated change order, up to 10% of the project cost ($3,900.00), with Joe's Landscaping and Concrete, Inc. on behalf of the City of Gustine.

Section 2. Amend the Fiscal Year 2024-2025 budget by increasing appropriations in Measure V (Fund 201) in the amount of $32,900.00.

Section 3. This Resolution will become effective immediately.

THE FOREGOING RESOLUTION of the City Council of the City of Gustine was passed at a regular meeting held on the 15th day of April 2025 and the resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:

Melanie Correa, Deputy City Clerk
City of Gustine
APPROVED:

Patrick Nagy, Mayor
City of Gustine

CITY OF GUSTINE
PO BOX 16 - 352 5I STREET
GUSTINE CA 95322
OFFICE (209) 854-6471- Fax (209) 854-2127
www.cityofgustine.com
Notice Inviting Informal Bids
City of Gustine Public Works Department
NAME OF PROJECT:

PROJECT LOCATION:

PROJECT CODE:

DA TE BID RELEASE:

DEADLINE ALL QUESTIONS:

DEADLINE FOR ALL BIDS:

Airport Hangar Demolition
Gustine Airport- 26467 State Highway 140, Gustine, CA
25AP0002
Tuesday, February 18, 2025
Thursday, February 27, 2025 at 4pm (pst)
Monday, March 17, 2025 at 4pm (pst)

1. Introduction
City of Gustine seeks qualified and experienced contractors to provide informal bids for services for the project listed above with specifications as listed in this document. The purpose of this notice inviting informal bids is to outline the project scope, requirements, and evaluation criteria for selecting a contractor to complete this project safely, efficiently, and in compliance with all applicable regulations. Through this process, all interested parties have the same opportunity to ask questions, receive the same answers and have the same opportunity to bid the project.

2. Project Overview
Project Name: Airport Hangar Demolition
Anticipated Start Date: April - June 2025
Anticipated Completion Date: June 30, 2025
Gustine Airport has approximately 15 hangars for use for general aviation purposes. The hangars are of varying ages and conditions.

Following its most recent inspection, the City has determined that several hangars are beyond reasonable repair and need to be demolished and all related debris removed from the premises. The hangars to be demolished are constructed of wood framing with metal roofs and siding, with mostly concrete foundations. The area must be cleared for future use upon project completion.

The list of hangars to be demolished with specific dimensions, along with a satellite view of the hangar layout of the airport is attached as EXHIBIT A.

3. Scope of Work
The Scope of Work applies to all of the hangars identified in EXHIBIT A, The contractor will be responsible for:

1. Pre-Demolition Activities:
a. Conducting a site inspection (advised but not required)

1. Public Works will be available at only the following date and time to open the airport to allow for interested bidders to take a self-guided inspection of the hangars included in this bid: Wednesday, February 26,2025I:o@PM NOTE: If no bidders arrive by 1 :20pm, public works will shut the airport gate and assume there are no bidders interested in inspecting.
ii. Additional inspection times outside of (i) above will not be scheduled. 111. If a bidder or representative for the bidder cannot attend at the above time, the bidder may, at their discretion, utilize photo examples attached in Exhibit B to make the bid. The exhibit photos are NOT necessarily recent photos of the buildings and the bidder acknowledges that as a condition of review and use. b. Obtaining necessary permits and approvals from local, state, and federal agencies as required.
c. Conducting an environmental survey, including asbestos and hazardous materials testing and abatement (if applicable). If costs to the City apply, a separate line item showing the cost shall be provided in the Financial Proposal.

2. Demolition:
a. Demolishing the entire hangar structure and concrete foundations if present. b. Removal of all debris, waste materials, and hazardous substances.

3. Site Restoration:
a. Debris cleanup of all portions of the demolished hangar and foundation as applicable.

4. Contractor Requirements
Interested contractors must demonstrate:
a. Relevant experience with similar demolition projects. b. Possession of one or more of the below licenses from the State of California Contractors State License Board and any other necessary licenses and certifications:

1. License A: General Engineering Contractor

11. License B: General Building Contractor
in1. License C-21: Building Moving/Demolition Contractor c. Insurance coverage to levels specified by the City of Gustine as reflected in Exhibit C. d. Commitment to health, safety, and environmental regulations. e. Availability to meet the project timeline, specifically project completion deadline in Section 2. f. DIR Registration. Each Bidder submitting a proposal to complete the work, labor, materials and/or services ("Work") subject to this procurement must be a Department oflndustrial Relations registered contractor pursuant to Labor Code Section 1725 .5 (DIR Registered Contractor"). A Bidder who is not a DIR Registered Contractor when submitting a proposal for Work is deemed "not qualified" and the proposal of such a Bidder will be rejected as nonresponsive. Pursuant to Labor Code Section 1725.5, all Subcontractors identified in a Bidder's

Subcontractors' List shall be DIR Registered Contractors. If awarded the Contract for the Work, at all times during performance of the Work, the Bidder and all Subcontractors, of any tier, shall be DIR Registered Contractors.

5. Proposal Submission Requirements
Contractors must include the following in their bid:

I. Company Information:
a. Company Information and Profile
I. Legal Company Name.

2. Company profile including number of years in business.

3. Any experience relevant to this project.
b. Mailing address for official correspondence.
c. Name of the one Authorized Agent for the bid and project. d. Daytime phone number and email for the Authorized Agent. e. Names and contact information of any subcontractors related to the project.

2. Technical Proposal:
a) The detailed demolition plan must include, at minimum:

I. Working hours for the project with daily start and end times identified.

2. Estimated Start date for the project.

3. Estimated End date for the project.

4. Estimated work days total, excluding any non-work dates identified.

5. Specifics on disposal of all materials contractor needs to remove from the site.

6. Specifics on hazardous material identification, abatement and/or disposal.

3. Financial Proposal:

The bid must be an all-inclusive estimate of cost, including, but not limited to, itemized:
b. Labor costs with rates shown and confirmed at prevailing wage. c. Costs from materials, equipment and subcontractors.
d. Any permit costs to be billed to the City.
e. Any other cost related to the project that the bidder intends to charge to the City.

Note: Costs not outlined in the bid will not be paid by the City unless agreed to in writing by the City.
....

6. Submission Instructions
The City will follow the following timeline for this bid is as follows:

Release of informal bid request
Questions from potential bidders due
Answers from City emailed to list
Deadline for all bids to City:

Tuesday, February 18, 2025
Thursday, February 27, 2025 (4pm pst)
Tuesday, March 4, 2025
Tuesday, March 17, 2025 (4pm pst)

Questions to the City:
• All questions and answers will be shared with any potential bidder that has been sent or requested information on this process. The same answer will be provided to all potential bidders.
• The City will only reply to written questions submitted via email or dropped at City Hall. • Submit questions via email to: [email protected] • Questions may be dropped at 352 Fifth Street, Gustine. • Only questions received by 4pm (pst) 2/27/25 ill_be answered Bid Submissions:

Submissions are acceptable in any of the below ways but only those received at the City prior to the deadline will be considered:

In person City Hall: 352 Fifth Street, Gustine, California Mail/overnight:

Email:
352 Fifth Street, Gustine, CA 95322
PO BOX 16
airportmanager@citvofsgu tine.com
Proposals must:
• Contain at minimum all the pieces listed in Section 5. • Include a cover letter signed by the Authorized agent. • Arrive prior to the deadline.
• Emails shall have the Subject Line: ATTENTION AIRPORT MANAGER/HANGAR DEMO BID.
• Bids dropped off in any way must be in an envelope with the following on the outside:

ATTENTION AIRPORT MANAGER/HANGAR DEMO BID.

The City of Gustine appreciates your interest in this
project and looks forward to receiving your bid.

EXHIBIT A
Table A lists the approximate dimensions of the hangars to be included in the demolition bids. (Bidders are responsible for independently confirming prior to submitting bids.) Hangar# 1�Approximate
2 33 X42
3 33 X42
4 33 X42
5 33 X42
6 33 X42
7 33 X42
9 Assumed similar #11
11 31 X 41
13 Assumed similar #11
NOTES
If a licable.

Han ars 2, 3&4 are connected.

Han ars 2, 3&4 are connected.

Han ars 2, 3 & 4 are connected.

Han ars 5, 6&7 are connected.

Han ars 5, 6 & 7 are connected.

Han ars 5, 6 & 7 are connected.

Bidder to determine/confirm all sizes on site.

Bidder to determine/confirm all sizes on site.

Diagram A Provides an aerial view of the hangars and identifies those to include in the bids.

Gustine Airport
Demolition Bids
Only hangars identified for demolition
are named on this diagram. Each bid
must include all the hangars that are
circled with an "X" and called out by
number in order to be considered.

For reference: Airport sign and entrance gate are here.

Hangar 2 / 3 / 4
Hangar 5 / 6 / 7
Hangar9
Hangar 11
Hangar 13

EXHIBIT B
Examples of condition of some of the hangars listed on the demolition list. Photos are not all current and are included for illustrative purposes only. Bidders are encouraged to take advantage of the site inspection time listed in Section 3 (1) under the Scope of Work portion of this document.

EXHIBIT C- INSURANCE COVERAGE
Requirements for Insurance for City vendors are generally below.

Please note: The levels shown generally increase at least annually and the insurance requirements the City mandates at the time the work starts will be required-even if higher than the below minimums.

Insurance. Contractor or Consultant (herein referred to as "Consultant") shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.

(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability {Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Umlt Minimums
Commercial General Liability $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal injury, and property damage
Automobile Liability $2,000,000 combined single limit
Employer's Liability $1,000,000 per accident or disease Professional Liability $2,000,000 per claim and aggregate (errors & omissions.

(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.

Financial Proposal
Airport Hangar Demolition Project Code: 25AP0002
Released February 18, 2025
Including Addendum 1 dated February 27, 2025
Financial Proposal

1. Prevailing Wage Labor cost rates between $86.00-$130.00 per hour. (Pursuant to California Labor Code part7, chapter 1, article 2, sections 1770, 1773, and 1773.1) Index 2025-1

2. Equipment rental for the duration of the project $5,000.00

3. If Permit is requested, the city will be charged with any permits needed for this project.

4. There are no other costs involved for this project other than work being asked for that is not in the scope of work.

NOTE- Should City ACM testing show asbestos abatement is needed, additional costs will apply and shall be outlined an additional task order on the project for time and materials for abatement activities.

Total Lump sum for labor and materials $39,000.00

Company Information:
a. Company Information

1. Legal Company Name.

Joe's Landscaping & Concrete Inc
·2. Company profile including number of years in business.

Over 20 years

3. Any experience relevant to this project.

Recent experience includes the demolition of school buildings in Stockton.
b. Mailing address for official correspondence.
802 Inyo Ave, Newman Ca 95360
c. Name of the one Authorized Agent for the bid and project.

John Belo
d. Daytime phone number and email for the Authorized Agent. 209-406-9006 [email protected]
e. Names and contact information of any subcontractors related to the project.

No Subcontractor for this project.

Technical Proposal:
a) The detailed demolition plan must include, at minimum:

1. Working hours for the project with daily start and
end times identified. co A.r -5:00p.n sew
(ls Et«eleo booarvo Te c I eek.

2. Estimated Start date for the project.
[eiis 5 Days Fess or.eT Pee€p

3. Estimated End date for the project.
¢ DAg Sher TM=- U)vu b 5 te

4. Estimated work days total, excluding any non-work
dates identified.
$9 ta0v Dhays.

5. Specifics on disposal of all materials contractor
needs to remove from the site. A mere &e Recyleo-
(ceere we Ge kceo Locne Lawer bu Ue6r.
[ Ulooo rue E Avco T Lorruu

6. Specifics on hazardous material identification,
abatement and/or disposal.
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iail iir.i~si. r~iiei~ions

STATE OF CALIFORNIA

APPLICATION FOR

PUBLIC WORKS CONTRACTOR REGISTRATION
Registration Information
Type: Public Works
Period: 07/01/2023 06/30/2026
Contractor Information
Contractor Name: JOE'S LANDSCAPING & CONCRETE, INC
Trade Name: JOE'S LANDSCAPING
License Type Number: 1000047632
Contractor Physical Address
Physical Business Country: United States of America
Physical Business Address: 802 INYO AVE
Contractor Mailing Address
Mailing Country: United States of America
Mailing Address: 802 INYO AVE
Contact Info
Daytime Phone:

Mobile Phone:

Physical Business City/ NEWMAN
Province:

Physical Business State: CA
Physical Business Postal 95360
Code:

Mailing City /Province: NEWMAN
Mailing State: CA
Mailing Postal Code: 95360
Daytime Phone Ext.:

Business Email: [email protected]
Applicant's Email: [email protected]
Registration Services:: Page 1 of 2 5/31/2023 2:19:55 PM

Workers' Compensation
Professional Employer Organization (PEO)
Do you lease employees through Professional Employer Organization? Yes PED Name: BBSI
Street address: 11111 STREET STE 107
City, State, Zip: MODESTO, CA 95354
PED Email Address:

PEO Phone Numbers: (209) 576-0322
Workers' Compensation Overview
Carrier: ACE AMERICAN INSURANCE

COMPANY
Policyholder Name: JOE'S LANDSCAPING &

CONCRETE INC
Policy Number: C51249914
Certification
Inception Date: 08/01/2022
Expiration Date: August 1, 2023
Yes I certify that I do not have any delinquent liability to an employee or the state for any assessment of back wages or related damages, interest, fines, or penalties pursuant to any final judgment, order, or determination by a court or any federal, state, or local administrative agency, Including a confirmed arbitration award Yes I certify that the contractor is not currently debarred under Section 1777.1 or under any other federal or state law providing for the debarment of contractors from public works.

Yes I certify that one of the following is true: (1)I am licensed by the Contractors State license Board (CSLB) in accordance with Chapter 9 (commencing with Section 7000) of the Business and Professions Code; or (2) my business or trade is not subject to licensing by the CSLB.

I understand refunds are not authorized
l, janet figueroa, the undersigned, am , JOE'S LANDSCAPING & CONCRETE, INC with the authority to act for and on behalf of the above named contractor. I certify under penalty of perjury that all of the above information provided is true and correct. I further acknowledge that any untruthful information provided in this application could result in the certification being canceled.

I certify this on: 2:15 PM
Legal Entity Information
Legal Entity Type: Corporation
Name: JOE'S LANDSCAPING & CONCRETE, INC
Registration Services:: Page 2 of2

«AI Document A310-201o
Bid Bond
CONTRACTOR:
(Name, iegl astatus and address)
Joe's Landscaping & Concrete, Inc.
802 Inyo Ave
Newman, CA 95360
SURETY:
(Name, ie;al status and principal place
of business)
United States Fire Insurance Company
305 Madison Avenue
Morristown, NJ 07960
ADDITIONS AND DELETIONS:

The author of this docurrent has
added information needed r rs
completion. The author may also
rave revised the text pf {he original
AM/ s!andard [o:. An Additions and
Deletions Report that notes added
information as well as :evisions to the
standard form text is available from
the au:hor and s:ould be reviewed. A
vertical line in the left margin of this
docurneni indicates where the author
has added necessary irformalion
and were the author as added lo or
deleted from the original Al/ txe t.

This document hes iportat legal
consequences. Consultation witr ar
attorney is encouraged with respeci
to its compietior. or modifice:ion.

Any singular reference t o Contractor,
Suret, y Owner gr other par!y shall be
considered pural where applicabie
OWNER:
(Name. legal status and address)
City of Gustine
P. O. Box 16 - 352 5th Street
Gustine, CA 95322
BOND AMOUNT: S Ten Percent of Amount Bid (10% of Amount Bid) PROJECT:
(Name, location or address. and Project number. if any) Airport Hangar Demolition - Gustine Airport- 26467 State Highway 140, Gustine, CA Project Code: 25AP0002
The Contractor and Surety are bound to the Owner in the amount set fortl above, for the payment of which the Comrator and Surety bind themselves, their heirs, executors, administrator, successors and assigns, jointly and severally, as provided herein. The condiuons of this Bond are such tha if the Owner accept the bid of the Contractor within the time specified in the bid documents, or within such time period as may bc agreed to by the Owner and Contractor, and the Contractor either (1) enters into a contract with the Owner in accordance with the terms cf such bid, and gives such bond or bonds as may be specifjed in the bidding or Contra1 Documents, with a surely admitted i the jurisdiction of the Project and otherwise acceptable to the (wner, for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution there@f; er (2) pays to the Owner the difference. not to exceed the amount of this Bond, between the amount specified in said bid and suzh larger amount fr wiieh the Owner may in ood fitah contract with another party to perform the work covered by said bid, then this obligation shall be nul) and void, ohterwise to remain in full force and effect The Surety . . hereby waives any notice of an teent between the Owner and Contractor to extend the time in which the Owner may accept the bid. Waiver uf notice by the Surety shall not apply to any extension«exceeding sixty (60) days in the aggregate beyond the time for acceptance of bids specified in the hid documents, and the Owner and Contractor shall obtain 1he Surety's consent fer an extension beyond sixty (60) days. nit.

If this ond is issued in connection with a subcontractor's bid to a Contractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed he Contractor.
hen this Bond ha been furnished t comply with a statutory or other legal requirement in the location of he Project. any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming tu such statutory er other legal reg;irement shall le deemed incorporated herein. When so furnished. the intent is that this Bond shall be construed as a statutory bond and not as a conn law bond
- ------------------- AU Document 4310''-- 2010 Copy gh!&"23 1g7 a1l21£ by The ;mericar ins:tute o Architects. Ai rights reserved.•. , st cu n:
protectsd ty U.S. Co0ytight Law and interratlnnai Tratis. Unauthoriztl vorcductian a distriuton ·ft#is AA; Dacurm,r 3y portionoit.ma; 4 ;' i! 3tr rvii nrnan! pnal:, an•';he prs±at !to ma.srna:: .r2/Jr, · t. ..s document was prouedpy ='A scfwre at I:57 1 ' ·n'12'2C2 :l±· Ce· 'de 1a11735z wt:ch er;res an 1:122.a° is no:'or resaic User Notes: 155221421

CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
2813181€-·910631016333€1016104 2281812218.14912 1.81813101831531338£301038:1e: r8201019.8 03181831801310163103182832£183 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 truthfulness, accuracy, or validity of that document. } State of California
county or lslees
ob/ \7/20257eene
kllande(arc (sadc
I loate Here Insert Name and Title of the Officer
personally appeared __.,...,J=L?'---=,.........J. 5=--=<!'."-- �?i' - ... ,-:::it-"-"".,_i/'_,Q-,........,-=- G=---------- Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person({) whose name(g is/apr~ subscribed to the within instrument and acknowledged _to me that he/sp~/they executed the same in his/hf7thpif authorized capacity(igs), and that by his/hgef/ther signature( on the instrument the person(s, or the entity upon behalf of which the person(s/acted, executed the instrument. " < 2 YOLANDA GARCIA ESTRADA
: • • • Notary Publlc • Callfornla :
\ d] Stanislaus County_
• Commission 2490896
zs' y Comm. Expires May 23, 2028
Place Notary Seal and/or Stamp Above
I certify under PENAL TY 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 A 4fl(GL1Cf4/C'Ct' hsd"
Signature of Notary Public

OPTIONAL
Completing this information can deter alter lon of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name:

D Corporate Officer - Title(s): _
o Partner - □ Limited □ General
D Individual
□ Trustee
□ Other:

Signer is Representing: _
Document Date: Number of Pages: _
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:

D Corporate Officer Title(s).
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
o Trustee D Guardian or Conservator
□ Other:

Signer is Representin.
g811 3N2YN32288EU18€2 238141931082818.191/01,3185€1910199108.303932118.101880 318.433182881938818127231049358325731829� 02019 National Notary Association

14th March, 2025
Signed and sealed 1his day of ,
Joe's Landscaping & Concrete, Inc.
(Witness) (Tile)
United States Fire Insurance Company
(inessy KD Wapato
(Surety
(Tilej A Marx, Attorney-In-Fact
nit AA Document A310 -- 2010.Copyright.( 1863, 18970and 2010 by be Amer«can slitute .af Achitects, AII rights reserved. ARNING: This AI# Document l protzied by U.3. Gopyrlgtt taw and interatlomi Treais. Unauthori.zed reproduction or dithton f ts AA Document, or any portion of it, may ' rat in sv4ro it and zrtaat pnlts. sud wll! gr»cutar1 to tt air ortn4 bl an ta ' Ts ciuzret ra prd.ed ty A,A software at '£.S7 13 ET 0n 01/1612019lier Order No, 1807885585 wheh exares on 111972020 and s not for resale.

User Notes: (862214217

CLEAR
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 truthfulness, accuracy, or validity of that document.

Here Insert Name and Title of the Officer
before me, D. Garcia
State of California
County of los Angeles
~, MAR 1 4 2025
Date
Personally appeared _'@Man.la
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 acknowledged to me that &/she/txaux executed the same in is{her /arc authorized capacity(ies), and that by is/her/tkux signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I m Zack, 1
1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
-Ea
Signature of Notary Public
Place Notary Seal Above
------------------------------OPT/0/VAL-------- ----�----------------------------------- 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
Tjtle or Type of Document Document Date
4gner's )\me
[corporate officer-Title(s) =--------- [lParaer [lumited [1General [Individual []Attorney in Fact
[lrustee [l Guardian or conservator
D Other _
Number of Pages _Signer{s)Other Than Named Above
Capacity(ies) Claimed by Signer(s)
by@ner's [lmne
f]
[]
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Pa
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[l General
[lidrvidua [] Attorney inFact
[Trustee [l Guardian or conservator
Cl Other _
Signer ls Representing _ Signer Is Representing _

POWER OF ATTORNEY

UNITED STATES FIRE INSURANCE COMPANY

PRINCIPAL OFFICE - MORRISTOWN, NEW JERSEY
KNOW ALL MEN BY THESE PRESENTS: That United States Fire Insurance Company, a corporation duly organized and existing under the laws of the state of Delaware, has made, constituted and appointed, and does hereby make, constitute and appoint:

Janina Monroe; Jennifer Ochs; Sarah Campbell; Martha Barreras; Michelle Haas; Charles R. Teter III; Timothy Noonan; KD Wapato; Marina Tapia; Edward C. Spector; D. Garcia; Ethan Spector; B. Aleman; Simone Gerhard; Erin Brown; Rachel A. Mullen; Sandra Corona; Jaren A. Marx each, its true and lawful Attorney(s)-In-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver: Any and all bonds and undertakings of surety and other documents that the ordinary course of surety business may rcquire, and to bind United States Fire Insurance Company thereby as fully and to the same extcnt as if such bonds or undertakings had been duly executed and acknowledged by the regularly elected offieers of United States Fire Insurance Company at its principal office, in amounts or penalties: One Hundred Twenty Five Million Eight Hundred Thousand Dollars (S125,800,000)
This Power of Attomey limits the act of those namcd therein to the bonds and undertakings specifically named therein, and they have no authority to bind Unitcd States Fire Insurance Company except in the manner and to the cxtent therein stated.

This Power of Attorney revokes all previous Powers of Attorney issued on behalf of the Attomcys-In-Fact named above.

This Power of Attorney is grantcd pursuant to Article IV of the By-Laws of United States Fire Insurance Company as now in full force and effect, and consistent with Article III thereof, which Articles provide, in pertinent part.

Article IV. Execution of Instruments - Except as the Board of Directors may authorize by resolution, the Chairman of thc Board, President. any VicePresident, any Assistant Vic President, the Secretary, or any Assistant Secretary shall have power on bchalf of the Corporation:
(a) to execute, affix the corporate seal manually or by facsimile to, acknowledge, verify and deliver any contracts, obligations, instruments and documents whatsoever in connection with its business including, without limiting the foregoing, any bonds, guarantees, undertakings, recognizances, powers of attorney or revocations of any powers of attorney, stipulations, policies of insurance, deeds, leases, mortgages, releases, satisfactions and agency agreements;
(b) to appoint in writing, one or more persons for any or all of the purposes mentioned in the preceding paragraph (a), including affixing the scal of the Corporation.

Article III, Officers, Section 3./L, Facsimile Signatures. The signature of any officer authorized by the Corporation to sign any bonds, guarantees, undertakings, recognizances, stipulations, powers of attorney or revocations of any powers of attomey and policies of insurance issued by the Corporation may be printed, facsimile, lithographed or otherwise produced. In addition, if and as authorized by the Board of Directors, dividend warrants or checks, or other numerous instruments similar to one another in form, may be signed by the facsimile signature or signatures, lithographed or otherwise produccd, of such officer or officers of the Corporation as from time to time ma by e authorized to sign such instruments on behalf of the Corporation. The Corporation may continue to use for the purposes herein stated the facsimile signature of any person or persons who shall have been such officer or officers of the Corporation, notwithstanding the fact that he may lave ceased to be such at the time when such instruments shall be issued.

IN WITNESS WHEREOF, United States Fire Insurance Company has caused these presents to be signed and attested by its appropriate officer and its corporate seal hereunto affixed this 28th day of September, 2021.

UNITED STATES FIRE INSURANCE COMPANY
,
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Matthew E. Lubin. President
State of New Jersey]
County of Morris
On this 28th day of September, 2021, before me, a Notary public of the State of New Jerscy. came the above named officer of United States Fire Insurance Company, to me personally known to be the individual and officer described hcrein, and acknowledged that he executed the froegoing instrument and affixed the seal of United States Fire Insurance Company thereto by the authority of his office. , i@Liss:. ~Fs5@
NOT8RY PW. OF NEY JERSEY
czrssw s 50123e33 r 'f, corclean 5ire iv7rra2s 1,du.h l) ls Melissa H. D Alessio (Notary Public)
I, the undersigned officer of United States Fire Insurance Company, a Delaware corporation, do hereby certify that thc original Power of Attomcy of which the foregoing is a full, truc and correct copy is still in force and effect and has not been revoked.

IN WITNESS WHEREOF. I have hereunto set my hand and affixed the corporate seal of United States Fire Insurance Company on the 14th day of March 2025

UNITED STATES FIRE INSURANCE COMPANY
Michael C. Fay, Senior Vice President
For verification of the authenticity af the Power of Attorney, please contact [email protected]

CITY OF GUSTINE
PO BOX 16 - 352 5I» STREET
GUSTINE CA 95322
OFFICE (209) 854-6471 - Fax (209) 854-2127
www.cityotqustine.cor
ADDENDUM 1- Questions Received by Thursday, February 27, 2025.

Answer to the questions submitted to the City of Gustine regarding the

REQUEST FOR INFORMAL BIDS
Airport Hangar Demolition, Project Code: 25AP0002
(Released February 18, 2025)
Question #l posed:

Will the City conduct the San Juaquin Valley Air Pollution Control District testing for asbestos containing materials (ACM) prior to demolition?
Answer #l:

Yes. The City is working with a company to complete the testing and anticipates the results may be available prior to the submission deadline for bids. In that instance, the City will forward results to all those listed on the bidder list.

If the test is not complete prior to the deadline, bidders are instructed to bid on all other aspects of the project and include in bids the following language regarding the asbestos work:
"Should City ACM testing show asbestos abatement is needed, additional costs will apply and shall be outlined in an additional task order on the project for time and materials for abatement activities." Question #2 posed:

Are there bonds required for this project?
Answer #2:

California Contract Code dictates that any public works project above $25,000 requires a payment bond.

This project will require performance bond if the total bid amount is at or above $25,000.00. The Payment and Performance Bond shall be for one hundred percent (100%) of the Total Contract Price. Bidders should consider the bond requirement a cost of doing business and the City shall assume that all bids have factored in this requirement, whether called out on the bid submitted or not.

Question #3 posed:

Will the City de-energize the buildings before work begins? Answer#3:

Yes. The City will de-energize the hangars to be demolished prior to the project start.

Proposals shall be submitted in accordance with this Addendum. All consultants MUST acknowledge receipt of this Addendum by signing and returning this Addendum with your bid. company Name. _Joslondxopin Pated sieaer Nae._.Bel
oa?/12s7 sen

ITEM NO. 14

COUNCIL AGENDA ITEM
APRIL 15, 2025
PREPARED BY: Ruben Chavez, Chief of Police
City Attorney, Best Best & Krieger
SUBJECT: Council to Introduce and Waive the First Reading of an Ordinance Amending Section 7-6-10(a) of Chapter 6 of Title 7 of the Gustine Municipal Code to Increase the Administrative Fines for Fireworks.

BACKGROUND/DISCUSSION
At the City Council meeting on April 1, 2025, City Council determined that many municipalities across California have passed ordinances increasing the administrative fine for persons who possess, use, store, sell, and display dangerous fireworks or who possess, use, sell, and display "Safe and Sane" Fireworks outside of certain designated dates, times, or locations. City Council also determined that increased administrative fines would create a more tailored deterrent effect and discourage recidivism. As such, City Council directed staff to prepare the attached ordinance for its consideration.

This ordinance will increase the administrative fines for persons who possess, use, store, sell, and/or display dangerous fireworks or who possess, use, sell, and/or display "Safe and Sane" Fireworks outside of certain designated dates, times, or locations from an amount not to exceed $1,000 per violation to $2,000 for the first violation, $4,000 for the second violation, and $8,000 for the third and subsequent violations in one year.

FISCAL IMPACT
There is no fiscal impact associated with this first reading and introduction of a proposed ordinance. Revenue collected through the administrative fine process will allow for increased education and outreach in illegal firework prevention.

RECOMMENDATION
Staff recommends City Council introduce and waive the first reading of an Ordinance Amending Section 7-6-10(a) of Chapter 6 of Title 7 of the Gustine Municipal Code to Increase the Administrative Fines for Fireworks.

EXHIBIT(S)
A} Ordinance
APPROVED BY: ------------- Sok niro rn Than, City Manager

ORDINANCE NO. XXX
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GUSTINE AMENDING SECTION 7-6- 10(A) OF CHAPTER 6 OF TITLE 7 OF THE GUSTINE MUNICIPAL CODE REGARDING

ADMINISTRATIVE FINES FOR FIREWORKS
WHEREAS, the City of Gustine ("City"), pursuant to the police powers delegated to it by the California Constitution, has the authority to enact laws which promote the public health, safety, and general welfare of its citizens; and WHEREAS, the City may enact an ordinance regulating fireworks within its jurisdiction that is compatible with the State Fireworks Law (Health & Safety Code, § 12500 et seq.); and
WHEREAS, the City currently regulates fireworks pursuant to Chapter 6 of Title 7 of the Gustine Municipal Code; and
WHEREAS, the City wishes to strengthen its fireworks ordinance as provided below.

NOW THEREFORE, the City Council of the City of Gustine does ordain as follows:

Section 1. Recitals. The recitals above are true and correct and are incorporated into this Ordinance by this reference.

Section 2. Amendment. Section 7-6-10(a) of Chapter 6 of Title 7 of the Gustine Municipal Code is amended to read in full as follows:
(a) The city may enforce any violation of this chapter related to: possession, use, storage, sale and/or display of those fireworks classified as dangerous fireworks in Health and Safety Code section 12505 et seq. or the possession, use, storage, sale and/or display of safe and sane fireworks on or at dates, times and/or locations other than those permitted by this chapter through the issuance of an administrative citation. Fines for such citations shall be as follows: $2,000 for the first violation, $4,000 for the second violation, and $8,000 for the third and subsequent violations in one year. Citations shall be issued and appealed as provided for in Article 2 of Title 2 of this Code, provided that the City Manager and not the Planning Commission shall be the hearing officer in any appeal.

Section 3. CEQA Findings. The City Council finds that this ordinance is not subject to the requirements of the California Environmental Quality Act ("CEQA") because adoption of the Ordinance is not a "project" within the meaning of Section l 5378(b) (5) of the State CEQA Guidelines (organization or administrative activities of governments not a project).

Section 4. Severability. If any section, subsection, clause, or phrase in this Ordinance or the application thereof to any person or circumstances is for any reason held invalid by a court of competent jurisdiction, the validity of the remainder of this Ordinance or the application of such provisions to other persons or circumstances shall not be affected

thereby. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses, or phrases or the application thereof to any person or circumstance be held invalid.

Section 5. Publication. The City Clerk shall certify to the adoption of this ordinance and cause it, or a summary of it, to be published once within fifteen (15) days of adoption in a newspaper of general circulation printed and published within the City of Gustine, and shall post a certified copy of this ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with California Government Code section 36933.

Section 6. Effective Date. This Ordinance shall take effect and be in full force thirty (30) days after its adoption.

INTRODUCED on the 15th day of April, 2025, and PASSED AND ADOPTED at a regular meeting of the City Council of the City of Gustine on the day of [Month], 2025.

AYES:

NOES:

ABSTAIN:

ABSENT:

APPROVED:

Patrick Nagy, Mayor
City of Gustine
ATTEST:

Melanie Correa, Deputy City Clerk
City of Gustine