Agenda packet — Madera City Council, May 1, 2024 (part 2 of 2)

COUNTY OF PLACER

EMERGENCY RESPONSE VEHICLE EQUIPMENT AND INSTALLATION SERVICES

SUPPLEMENTAL TERMS AND CONDITIONS

1. DOCUMENTS
Below are the documents associated with this bid.

Attachment A – Supplemental Terms and Conditions
Attachment B – Scope of Work
Attachment C – Insurance Requirements
Attachment D – Lightbar Configuration (Patrol Vehicle)

2. OVERVIEW
Placer County is soliciting bids for the purchase and installation of emergency response vehicle equipment & related supplies for the Placer County sheriff’s Office and Placer County Fire Department. Placer County intends to award a supplier contract for the purchase emergency response vehicle equipment and installation services on an as-needed basis. The items, quantities, sample jobs, services, and occurrences listed in this bid represent the County’s estimated annual requirements and will be utilized for evaluation purposes only. The County does not guarantee any minimum or maximum quantities that will be purchased or minimum or maximum dollar amounts to be spent throughout the term of the resulting agreement(s). Please note that the County requires NEW PRODUCT ONLY – No refurbished, demo, or restored products will be accepted unless specifically authorized by County staff.

3. PRICING
Responding bidders shall indicate their hourly shop rate for the services described herein as well as provide firm, fixed prices and discounts off list prices for the emergency response vehicle equipment and supplies listed in this bid for the initial contract period of approximately one year from the date this bid is awarded. Pricing offered in the bid line items herein shall be for services provided during the successful firm’s normal business hours. Overtime will not be required. The bidder’s shop labor rate per hour offered herein shall apply to all vehicle and equipment makes, models, and types.

The prices offered by bidders shall be exclusive of sales tax (applicable sales tax shall be added to the County’s invoices). The discounts offered by bidders for the brands listed in this solicitation shall be calculated and billed in addition to any invoice terms that are offered.

All rates shall be billed in accordance with the bidders offered pricing. The County will not accept or pay any premiums, administrative surcharge costs, or any other surcharges that are not identified in the bidder’s response. Charges imposed by the State of California or Federal Government after the bid has been awarded will be honored.

Attachment A
Bid No. 20000

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4. AWARD

4.1. This bid shall be evaluated and awarded by an all-or-none basis. The bid evaluation will consider the total cost to install the Sheriff’s Office patrol vehicle equipment into a typical Chevrolet Tahoe 4x2 and 4x4 for items 1.1 through 1.25 and a Ford Expedition for the Placer County Fire Department for items 1.26 through 1.38 for evaluation purposes. This cost will be determined by multiplying the firm’s shop labor rate by the total estimated time to install the equipment, as determined by the County. The estimated installation time will be 18 hours of labor for evaluation purposes only. Local Vendor Preference (if applicable), prompt payment discounts, optional pick up/delivery rates, travel time, travel time rate, turnaround time, and adherence to all conditions and requirements of this bid will also be considered.

Bidders are not required to bid on all categories to be considered for award however Placer County reserves the right to award the bid based on pricing offered for the most categories.

4.2. An example of a typical Chevrolet Tahoe patrol vehicle installation includes the following equipment (manufacturer or supplier is shown in parenthesis – no substitutions):
 Light Bar System (Whelen/Cencom)
 Headlight Flasher (Soundoff)
 Siren Speaker and Bracket (Whelen)
 Maplight (Little Lite)
 Radio Mounting Console (Lehr)
 Cage (Setina)
 Gun Locks – 2 per vehicle (Santa Cruz)
 Push Bumper (Setina)

All emergency equipment, dome light, and spotlight are required to be wired to an auxiliary power source in the rear of the vehicle. All power should be timed and disconnected as to protect the vehicle from a dead battery.

4.3. Other public agencies may elect to “piggyback” on the County’s resulting agreement(s). It will be the responsibility of the other agencies to execute separate contracts with the successful bidder(s) at the same bid pricing (refer to this Bid’s General Terms and Conditions, Section 22) through the end of the initial contract period. Any subsequent renewal pricing and terms successfully negotiated between Placer County and the successful bidder(s) would be made available to those other agencies.

5. DELIVERY REQUIREMENTS

5.1. Bidder’s pricing for equipment and supplies shall be FOB Destination, freight prepaid and assumed by the successful bidder, inside delivery to the following address:

Placer County Sheriff’s Office
2929 Richardson Drive, Ste. A
Auburn, CA 95603
Placer County Fire Department
13760 Lincoln Way
Auburn, CA 95603
Attachment A
Bid No. 20000

Page 3 of 4 ends

5.2. The successful bidder shall deliver regular orders within five (5) business days of order placement for the complete order (no partial deliveries will be allowed unless specifically approved by County staff at the time the order is placed). There will also be occasions where the County will need to place an emergency order, which shall be defined as items which are so urgently needed that they must be delivered within forty-eight (48) hours of placing the order or items that are not available from the vendor’s normal inventory. In these instances actual freight charges will be allowed with written approval from the County employee placing the order. All freight charges shall be prepaid by the vendor and added to the resulting invoice. Freight collect charges will not be allowed. The vendor shall clearly advise County personnel of such emergency order circumstances for authorization at the time the order is placed with the vendor.

5.3. If the County’s orders are not delivered within the delivery times specified herein, the County reserves the right to cancel the order and obtain the products from another source. In the event that the County must make such open market purchases, the County reserves the right to exercise the provisions of Section 17 of this bid’s General Terms and Conditions.

Continued non-compliance with the stated delivery times may be cause for cancellation of the resulting agreement.

6. PRICE LISTS
Placer County requests that the successful bidder provide price lists upon award of the resulting agreement for each of the manufacturer discounts offered in the successful bidder’s completed Bid Pricing Worksheet. The County will accept electronic versions of the price lists if hard copies are not available (e.g. CD’s, flash drives, etc.). These lists will be used to verify the discount pricing on the resulting invoices. All price lists shall be provided free of charge to the County. The County also prefers that the successful bidder(s) state the manufacturer’s list price, the bidder’s offered discount off list price, and the net price for each part purchased on the resulting invoices. The successful bidder shall be responsible for notifying the Placer County Sheriff’s Office primary contact as well as the Procurement Services Division of any changes or updates to the bidder’s/manufacturer’s published catalog/list prices that occur during the contract period.

7. INSURANCE REQUIREMENTS
The successful bidder shall be required to furnish a certificate of insurance within ten (10) calendar days following receipt of a Notice of Award demonstrating proof of coverage in the amounts specified in Attachment C, Insurance Requirements.

8. SUBCONTRACTING
The successful bidder shall not subcontract any portion of the work to be performed under the resulting agreement.

9. EQUIVALENT/ALTERNATE OFFERS
Due to the standardization of the County’s emergency response vehicle equipment including the County’s inventory of repair/replacement parts as well as staff training issues, bids will only be accepted for the brand and model emergency response vehicle equipment and supplies specified in the Bid Worksheet.

Attachment A
Bid No. 20000

Page 4 of 4 ends

10. SERVICE STANDARDS
The successful bidder shall provide all necessary personnel, tools, parts, materials, and equipment to perform the services described herein. The successful bidder shall perform all work in such a manner as to meet all accepted standards for safe practices for emergency response vehicle equipment installation services and to safely maintain stored equipment or other hazards consequential or related to the work. The successful bidder agrees to accept the sole responsibility for complying with all local, County, State or other legal requirements at all times including, but not limited to, O.S.H.A. and CAL. O.S.H.A. Safety Orders. The successful bidder must meet all EPA standards as well as all Federal, State, and Local laws, standards, and regulatory and permitting requirements while performing services on behalf of Placer County.

11. WORKMANSHIP
All services shall be performed in accordance with the highest standards prevailing in the trades. All of the successful bidder’s employees shall be especially skilled and appropriately trained and certified for the kind of work for which they are employed. Should the successful bidder’s Manager and/or Placer County staff deem anyone employed by the successful bidder incapable of completing the work required, the successful bidder shall immediately dismiss the employee from performing services on behalf of the County. Such removal shall not be considered a basis for employee’s claim for compensation or damages against the County, or any of its officers or agents.

Attachment B
Bid No. 20000

Page 1 of 2 ends

COUNTY OF PLACER

EMERGENCY RESPONSE VEHICLE EQUIPMENT AND INSTALLATION SERVICES

SCOPE OF WORK

1.0 The successful bidder shall be regularly established in the business of routine emergency vehicle lighting and equipment installation services on a variety of patrol vehicles, light trucks, and fire trucks. Responding firms shall have staff experienced in the installation of law enforcement and fire department radios, “Code 3” emergency equipment, prisoner partitions, mounting consoles, trunk racks, cages and gun locks at a minimum.

2.0 The successful bidder shall be qualified and capable of performing equipment installation services on various types of emergency response vehicles and equipment including, but not limited to, law enforcement sedans, sport utility vehicles, trucks, undercover vehicles, trailers, off-highway vehicles, and boats, including Type I and Type II engines.

3.0 Time is of the essence in returning County vehicles to service. The successful bidder agrees that work performed under the resulting agreement shall receive top priority over other work in the successful bidder’s shop. If the County determines that the workload of the successful bidder is such that timeliness is not possible in a given situation, the County reserves the right to assign the job to another vendor.

4.0 In the event that the successful bidder is unable to respond or complete the requested services within the bidder’s stated turnaround time, the successful bidder shall notify the County designated contact person immediately prior to commencing work. The County at its sole discretion may elect to utilize the services of another vendor in such instances and will notify the successful bidder if such intention is to be exercised.

5.0 The successful bidder agrees that the County has the right to view any work performed on a County vehicle at the successful bidder’s facility at any time, whether or not services have been completed. The successful bidder agrees that the County has the right to audit any work performed by the successful bidder.

6.0 The successful bidder warrants the goods furnished to be of the highest quality, complying with the specifications and free from all defects whatsoever in workmanship and materials, for a minimum period of one year from the date of delivery. Replacements and repairs under this warranty are to be made by the successful bidder at no cost and to the satisfaction of the County. Equipment installations shall be guaranteed for as long as the County owns/possesses the vehicle.

7.0 The successful bidder agrees that the County has the right to make the final determination as to whether services have been satisfactorily completed. The successful bidder shall include County staff on a walk-through of the vehicle to confirm that all equipment is installed and functioning correctly and testing the equipment prior to the County's acceptance of the work as being completed. Should any portion of the work to be done which, due to any cause, is not in accordance with the specifications or is not satisfactorily completed, it will be rejected and the successful bidder shall immediately make a satisfactory arrangement with the County before proceeding with other work. The successful bidder shall promptly correct all work rejected by the County as faulty, defective, or failing to conform to the product specifications or scope of Attachment B
Bid No. 20000

Page 2 of 2 ends

work defined herein, whether observed before or after substantial completion of the work and whether or not inspected, tested, repaired, fabricated, installed, or completed. The successful bidder shall bear all costs of correcting such rejected work. This provision applies during the contract term and any resulting renewal periods.

8.0 The successful bidder shall be held responsible for any breakage or loss of the County’s vehicles or equipment while performing service on the County’s vehicles. The successful bidder shall be responsible for restoring or replacing any equipment, vehicle, etc. so damaged to the satisfaction of the County and at the sole expense of the successful bidder. The successful bidder shall immediately report to the County any damages to the vehicle or equipment resulting from services performed under the resulting agreement.

9.0 The successful bidder, at the County’s request, shall provide a field representative to meet with County personnel at least once a month to review the department's inventory levels, discuss the department's emergency lighting and equipment requirements and introduce additional products to address any County needs. The successful bidder shall also have technical staff available to conduct scheduled on-site meetings at the County’s request. The successful bidder shall provide inside sales support capable of providing product specification sheets, quotations, order placement and expediting, via fax and telephone at the County’s request.

Attachment C
Bid No. 20000

Page 1 of 5 ends

PLACER COUNTY INSURANCE REQUIREMENTS

1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONTRACTOR shall save, keep, hold harmless, defend, and indemnify PLACER COUNTY from all damages, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of or in the course of performing work which may be occasioned by any willful or negligent act or omissions of the CONTRACTOR, any of the CONTRACTOR'S employees, or any subcontractors.

The CONTRACTOR shall be responsible for any liability imposed by law and for death, injury, or damage to property of any person including, but not limited to, workmen, subcontractors, and the public, resulting from any cause whatsoever during the progress of the work or at any time before its completion and final acceptance.

If any judgment is rendered against PLACER COUNTY for any injury, death, or damage caused by CONTRACTOR as a result of work performed or completed, pursuant to this agreement, CONTRACTOR shall, at its own expense, satisfy and discharge any judgment.

As used above, the term PLACER COUNTY means PLACER COUNTY, its officers, agents, employees, and volunteers.

2. INSURANCE:

CONTRACTOR shall file with the COUNTY concurrently herewith a Certificate of Insurance, in companies acceptable to COUNTY, with a Best's Rating of no less than A- :VII showing.

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

Worker's Compensation Insurance shall be provided as required by any applicable law or regulation. Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bodily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.

If there is an exposure of injury to PROVIDER'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or Attachment C
Bid No. 20000

Page 2 of 5 ends

statutes applicable to maritime employees, coverage shall be included for such injuries or claims.

Each Worker's Compensation policy shall be endorsed with the following specific language:

Cancellation Notice - “This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to the County of Placer.”
Waiver of Subrogation - The workers’ compensation policy shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against the County, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSULTANT.

CONTRACTOR shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with the County upon demand.

4. GENERAL LIABILITY INSURANCE:

A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONTRACTOR, providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
(1) Products and completed operations;
(2) Contractual liability insuring the obligations assumed by CONTRACTOR in this Agreement; and
(3) Broad form property damage (including completed operations) Except with respect to bodily injury and property damage included within the products and completed operations hazards, the aggregate limits, where applicable, shall apply separately to CONTRACTOR'S work under the Contract.

B. One of the following forms is required:
(1) Comprehensive General Liability;
(2) Commercial General Liability (Occurrence); or
(3) Commercial General Liability (Claims Made).

C. If CONTRACTOR carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
One million dollars ($1,000,000) each occurrence
Attachment C
Bid No. 20000

Page 3 of 5 ends

Two million dollars ($2,000,000) aggregate
D. If CONTRACTOR carries a Commercial General Liability (Occurrence) policy:
(1) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) for Products Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).

E. Special Claims Made Policy Form Provisions:

CONTRACTOR shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of COUNTY, which consent, if given, shall be subject to the following conditions:
(1) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations
Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONTRACTOR shall contain language providing coverage up to one (1) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.

Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by the County as noted above. In no cases shall the types of polices be different.

5. ENDORSEMENTS:

Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:

Attachment C
Bid No. 20000

Page 4 of 5 ends

A. "The County of Placer, its officers, agents, employees, and volunteers are to be covered as an additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement." B. "The insurance provided by the Contractor, including any excess liability or umbrella form coverage, is primary coverage to the County of Placer with respect to any insurance or self-insurance programs maintained by the County of Placer and no insurance held or owned by the County of Placer shall be called upon to contribute to a loss."
C. “This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to the County of Placer.”

6. AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.

Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.

7. ADDITIONAL REQUIREMENTS:

Premium Payments - The insurance companies shall have no recourse against the COUNTY and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.

Policy Deductibles - The CONTRACTOR shall be responsible for all deductibles in all of the CONSULTANT’s insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.

CONTRACTOR’s Obligations - CONTRACTOR’s indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.

Verification of Coverage - CONTRACTOR shall furnish the County with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the County before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR’s obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Attachment C
Bid No. 20000

Page 5 of 5 ends

Material Breach - Failure of the CONTRACTOR to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.

Certificate Holder –Placer County subscribes to a service that monitors insurance certificates for compliance with the above requirements. The Certificate Holder on insurance certificates and related documents should read as follows:

County of Placer
c/o EXIGIS LLC
PO Box 4668 ECM #35050
New York, NY 10168-4668
Fax: 888-355-3599
Email: [email protected]
Upon initial award of a contract to your firm, Exigis will contact you with further instructions for providing insurance certificates which meet the terms of the contract.

Certificates which amend or alter the coverage during the term of the contract, including updated certificates due to policy renewal, should be sent directly to Exigis via fax or email as indicated above.
***SOLE PROPRIETER LANGUAGE:

Workers’ Compensation
CONTRACTOR represents they have no employees and, therefore, not required to have Workers’ Compensation coverage.

CONTRACTOR agrees they have no rights, entitlements or claim against COUNTY for any type of employment benefits or workers’ compensation or other programs afforded to COUNTY employees.

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1 ISFR Add Color FIiter ISFColor [Red]
3 ILFR Add Color FIiter ILFColor [Red]
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Terms & Conditions
INVITATION FOR BIDS
GENERAL TERMS AND CONDITIONS
The following provisions are hereby made a part of this Invitation for Bids ("bid") by reference and attachment to the Invitation for Bids document. Any contract award made as the result of this bid shall be governed by these General Terms and Conditions. By submission of a bid, bidder does agree if the bid is accepted within 90 calendar days from the date of opening, to furnish to furnish the product(s) and/or service(s) pursuant to these conditions. In the event of a contract award pursuant to this bid, performance by the successful bidder of any or all of the services, or delivery of any or all of the products defined herein, shall constitute acceptance of all terms, conditions and requirements of the resulting agreement.

WARNING: It is the bidder’s responsibility to monitor the County’s website for possible addenda to this bid to inform him/herself of the most current specifications, terms, and conditions (see also Section 4 below), and to submit his/her bid in accordance with the original bid requirements and all addenda. All available bids and related addenda can be found at: https://placer.bidsandtenders.net. Failure of bidder to obtain this information shall not relieve him/her of the requirements contained therein. Additionally, failure of bidder to respond to any addenda, when required, may be cause for rejection of his/her bid.

1. GENERAL. These provisions are standard for all County contracts. The County may delete or modify any of these standard provisions for a particular contract by indicating a change in the special instructions to bidders or in the bid. Any bidder accepting a contract award as the result of this bid agrees that the provisions included within this Invitation for Bid shall prevail over any conflicting provision within any standard form contract of the bidder.

2. SUBMISSION OF BIDS. Bids shall be submitted to the Procurement Services Division either online, by using the Placer County EBid System, or in hard-copy form (see below for instructions). All bids must be submitted prior to the date and time specified in this solicitation. Bids shall be submitted by an employee who is authorized to commit his/her firm or organization to the provisions of the bid. Any exceptions to the specifications, terms, or conditions of this solicitation shall be clearly indicated by bidder.

SUBMISSION OF HARD-COPY BIDS. Bidders who wish to submit bids in hard-copy form in lieu of using the Placer County EBid System shall submit their bids to the Procurement Services Division, 2964 Richardson Drive, Auburn, California, 95603, between the hours of 8:00 am and 5:00 PM (Pacific), Monday through Friday (excluding County holidays). Hard-copy bids shall be submitted in a sealed envelope which clearly identifies the bid number, commodity, and closing date and time. Bids shall be submitted on the bid forms provided by the County, which may be downloaded from the EBid System or obtained from Procurement Services. Hard-copy bids must be signed by an authorized employee of the firm. The County shall not be responsible for bids delivered to a person/location other than that specified herein. Bids shall be in ink or typewritten and all changes and/or erasures shall be initialed and dated in ink. Any exceptions to the specifications, terms, or conditions of this solicitation shall be clearly indicated by bidder, without obliterating the original text or images contained herein.

WARNING: Late bids or unsigned bids shall not be accepted under any circumstances. Facsimile or telephone bids shall not be accepted.

3. AMENDMENTS TO THE BID. Any amendment to this bid is valid only if in writing and issued by the Placer County Procurement Services Division.

REQUESTS FOR CLARIFICATION/INFORMATION. Bidders are instructed to contact the Placer County Buyer/Contact Person(s) specifically identified in this bid for further clarification or information related to the specifications, terms, conditions, or evaluation of this bid. Information provided by other than the named contact person may be invalid, and responses which are submitted in accordance with such information may be declared non-responsive. Additionally, contacts made with other County staff in an attempt to circumvent or interfere with the County’s standard bidding and evaluation practices may be grounds for disqualification of the bidder. Questions should be submitted using the Question tool on the Bids&Tenders site. Questions submitted within four (4) County working days of the bid opening date may not be answered.

4. NON-COLLUSION. The bidder certifies that his bid is made without any previous understanding, agreement or connection with any person, firm or corporation making a bid for the same project and is in all respects fair, without outside control, collusion, fraud or otherwise illegal action.

5. CONFLICT OF INTEREST. Bidder states that no County officer or employee, nor any business entity in which they have an interest, has an interest in the bid awarded or has been employed or retained to solicit or aid in the procuring of the resulting contract, nor will any such person be employed in the performance of such contract.

6. AWARD. The contract may be awarded to the lowest responsible and responsive bidder complying with the provisions of the Invitation for Bid. In determining whether a bid is lowest and responsive, and the bidder responsible, the following may be considered by the County: a) Ability to perform the service required within the specified time; b) Reputation, judgment and experience; c) The quality of performance in previous contracts; d) Previous compliance with laws, as well as employment practices; e) Financial ability to perform the contract; f) The quality, availability and adaptability of the supplies or the contractual services to the particular use required; g) Ability to provide maintenance and service; h) Whether the bidder is in arrears to the County, in debt on contract, is a defaulter on surety to the County or whether the bidder’s taxes or assessments are delinquent; i) The resale value and life cycle costs of the items; j) Such other information as identified in the Purchasing Policy Manual having bearing on the decision to make the award. The award analysis will also include consideration for Local Vendor Preference (per Section 18 below) and any prompt pay discounts offered by the bidder (per Section 19 below). The County reserves the right to reject any and all bids and to waive any informality in bids received whenever such rejection or waiver is in the interest of the County. The County also reserves the right to reject the bid of a bidder who has previously failed to perform properly. The County may award bids by line item, category, or on an all-or-none basis.

7. MERCHANTABILITY. There shall be an implied warranty of merchantability and fitness for an intended use. Any bid submittals taking exception to this requirement may, at the County’s option, be considered non-responsive.

8. SAMPLES. Samples of items, when required, must be furnished free of expense to Placer County and if not destroyed by tests will, upon request, be returned at bidder’s expense. Samples of selected items may be retained for comparison.

9. MANUFACTURER’S NAME AND APPROVED EQUIVALENTS. Unless otherwise specified, manufacturer’s names, trade names, brand names, information and/or catalog numbers listed in a specification are intended only to identify the quality level desired. They are not intended to limit competition. The bidder may offer any equivalent product, which meets or exceeds the specifications. If bids are based on equivalent products, the bids must: 1) Indicate on the bid form the alternate manufacturer’s name and catalog number; 2) Include complete descriptive literature and/or specifications; 3) Include proof that the proposed equivalent shall meet the specifications. The County reserves the right to be the sole judge of what is equal and acceptable. If bidder fails to name a substitute, goods identical to the bid standard must be furnished.

10. INSURANCE AND INDEMNIFICATION. The awarded bidder may be required to provide proof of liability, automobile, and/or workers compensation insurance. If required, the minimum coverage requirements will be identified in the bidding documents. All costs of complying with the insurance requirements shall be included in your pricing. The selected firm shall provide complete and valid insurance certificates within ten (10) days of the County’s written request. Failure to provide the documents within the time stated may result in the rejection of the bid response and/or cancellation of the resulting contract or purchase order.

Unless indemnification requirements are stated otherwise in this solicitation, said requirements shall be as follows: The awarded bidder ("Contractor") hereby agrees to protect, defend, indemnify, and hold Placer County free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by Placer County arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the County) and without limitation by enumeration, all other claims or demands of every character occurring or any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. The Contractor agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the Contractor. Contractor also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against Contractor or the County or to enlarge in any way the Contractor’s liability but is intended solely to provide for indemnification of Placer County from liability for damages or injuries to third persons or property arising from Contractor’s performance pursuant to the resulting contract or agreement.

11. FORCE MAJEURE. If an emergency or natural disaster causes delay or interferes with the use or delivery of the products/services described in this bid, deliveries may be suspended as long as needed to remove the cause or repair the damage. An emergency or natural disaster includes fire, flood, blizzard, strike, accident, consequences of foreign or domestic war, or any other cause beyond the control of the parties. The County reserves the right to acquire from other sources any products/services during any suspension of delivery.

12. TAXES. Placer County is exempt from Federal Excise Tax; an exemption certificate will be furnished upon request. Placer County is not exempt from California State sales/use taxes. All applicable State sales/use taxes will be added to the purchase order.

13. DELIVERY. All prices bid must be FOB Destination, unloaded inside and assembled unless otherwise indicated.

14. FIXED CONTRACT QUANTITIES. Purchase order(s) for full quantities will be issued to successful bidder(s) after notification of award and receipt of all required documents.

15. OPEN-END CONTRACT. No guarantee is expressed or implied as to the total quantity of commodities/services to be purchased under any open-end contract. Estimated quantities/bid ratio or discounts from manufacturer’s list price may be used for bid comparison. The County reserves the right to: issue purchase orders as and when required; or issue a contract for individual agencies or multiple County agencies; or any combination of the preceding. No delivery shall be made without a written order by the County, unless otherwise specifically provided for in the contract. If in a subsequent year the vendor offers to supply his goods and service for the same bid price, or in the event the supplier is willing to negotiate to the satisfaction of Placer County any justifiable price increase prior to the succeeding year’s contract renewal and if the service provided by the supplier was to the satisfaction of the County, the County of Placer reserves the right to extend the period of the resulting contract on a year-to-year basis. Alternatively, the bid solicitation may set forth specific renewal terms. Bidder certifies that prices charged to the County for non-listed commodities or no-fixed price items are equal to or less than those charged the bidder’s most favored customer for comparable quantities under similar terms and conditions.

16. TERMINATION OF CONTRACT. In the event of a material breach of the contractual obligations by the Contractor, the County may terminate the contract. At its sole discretion, the County may give the contractor an opportunity to cure the breach or to explain how the breach will be cured. The actual cure must be completed within no more than 10 working days from notification, or at minimum the contractor must provide the county within 10 working days from notification a written plan detailing how the contractor intends to cure the breach. If the contractor fails to cure the breach or if circumstances demand immediate action, the County will issue a notice of immediate termination.

Supplier Contracts may be terminated by the County without cause upon 30 calendar days’ written notice.

17. NON-APPROPRIATION. In the event that sufficient funds are not appropriated and budgeted for the payment of goods or services described herein, the agreement shall immediately terminate on the last day of the fiscal period for which appropriations were received or other amounts were available to pay the amounts due under the agreement, without penalty or expense to the County of any kind whatsoever, except that the County will be liable for payment of any unpaid invoices for goods or services which were delivered prior to the end of the last fiscal period for which appropriations were made.

18. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT. If any item or service furnished by the vendor fails to conform to bid specifications, or to the sample submitted by the vendor with his bid (if any), or if the vendor fails to deliver the items or perform any services required by the contract in the time and manner prescribed, the County may reject the products and/or services provided. Upon rejection, the vendor must promptly reclaim and remove any rejected items without expense to the County, and shall immediately replace all such rejected items with others conforming to such specifications or samples, and/or correct the service deficiency. If the vendor fails to do so, the County has the right to purchase in the open market a corresponding quantity of the rejected items, or have another firm provide the required service, and to deduct from any monies due the vendor the difference between the price named in the contract or purchase order and the actual cost to the County. If the vendor breaches the contract or purchase order, any loss or damage sustained by the County in procuring items which the vendor therein agreed to supply shall be borne and paid for by the vendor. The rights and remedies of the County identified above are in addition to any other rights and remedies provided by law or under the contract. In any legal proceeding brought to enforce the terms of the herein agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs incurred as a result of enforcing the terms of this agreement.

19. LOCAL VENDOR PREFERENCE. A local preference credit of 5.0% for Placer County businesses will be permitted when evaluating bids for supplies, equipment, materials and services that are not part of a public project. Bidders claiming local vendor preference must submit an Affidavit of Eligibility with their bid, unless an authorized affidavit is already on file with Placer County Procurement. Preference criteria and affidavit forms are available on our website at: https://www.placer.ca.gov/1408/LocalVendor-Preference

20. INVOICES AND PAYMENT TERMS. Invoices are to be mailed to the County department specified on the resulting purchase order or contract. All invoices must include the purchase order or contract number. Failure to comply will result in delayed payments. The County will make payment on a Net 30-day basis unless a cash discount is allowed for payment within the time period specified by vendor. The payment term shall begin on the date the merchandise is inspected, delivered and accepted by the County, or on the date a correct invoice is received in the office specified in the order, whichever is later. Prompt payment discounts shall be considered earned if payment is postmarked or personally delivered within the prescribed term. For the purposes of this section, the beginning date described above shall be considered day zero for the purposes of counting days in the prescribed term. For the purposes of bid evaluation, the County will only consider discount periods of ten (10) days or more. LATE FEES: In accordance with Section 926.10 of the California Government Code, Placer County may pay interest at not more than the rate of 6% per annum on invoices which are unpaid 61 or more days beyond the “beginning date” or “day zero” as defined above. In cases where this policy may conflict with other terms provided by the supplier, this provision shall prevail.

21. LEGAL REQUIREMENTS. Federal, State, County and local ordinances, rules and regulations, and policies shall govern development, submittal and evaluation of bids and disputes about bids. Lack of knowledge by any bidder about applicable law is not a defense.

22. ASSIGNMENT. Any contract awarded shall not be assignable by the vendor without the express written approval of the County, and shall not become an asset in any bankruptcy, receivership or guardianship proceedings.

23. OTHER AGENCIES. The successful vendor shall agree to extend Placer County contract prices and terms to other governmental agencies. Any contract resulting from this requirement shall be executed by the successful vendor and the other agency. Placer County will not be a party to “other agency” contracts.

24. PROTEST AND APPEAL PROCESS. Any actual or prospective bidder or contractor who is aggrieved in connection with the solicitation or award of a contract may protest to the Director of Administrative Services in the manner prescribed by Section 10.0 of the Placer County Purchasing Policy. The protest shall be submitted in writing to the Director of Administrative Services within seven (7) County business days after such aggrieved person or company knows or should have known of the facts giving rise thereto.

25. RECYCLED PRODUCT PREFERENCE. A preference of 10% will be given to bids for products meeting the definition of recycled product cited in Public Contract Code Sections 22150 - 22154. In order to be granted this preference bidder shall provide statements and/or documentation as supporting evidence that the product(s) meets the definition.

26. PATENT INFRINGEMENT. Supplier shall indemnify and hold harmless County, its agents and employees, against and from any and all actions, suits, liabilities, prosecutions, penalties, settlements, losses, damages, costs, charges, attorney’s fees, and all other expenses which may arise directly or indirectly from any claim that any of the products supplied by supplier infringes any patent, copyright, trade secret, or other property right.

27. VENDOR FINANCIAL STABILITY. If a vendor is currently involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the vendor under federal bankruptcy law or any state insolvency law, the vendor must provide the County with that information as part of its bid/proposal. In accordance with Section 3.12(g) of the Placer County Purchasing Policy Manual and paragraph 8.e. of this document, the County may use information regarding a bidder’s financial responsibility when making an award determination.

The County reserves the right to take any action available if it discovers a failure to provide such information to the County, including but not limited to, a determination that the vendor should be declared non-responsible and/or non-responsive, and suspension or debarment of the vendor, in accordance with the processes defined in the Placer County Purchasing Policy Manual.

By submitting a bid/proposal in response to this solicitation, the vendor agrees that if, during the term of any contract it has with the County, it becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the vendor under federal bankruptcy law or any state insolvency law, the vendor will immediately provide the County with a written notice to that effect and that it will provide the County any relevant information requested in order for the County to determine whether the vendor has the financial ability to meet its obligations to the County.
- - End of General Terms and Conditions - -
07/25/2019
I acknowledge that I have the authority to bind the Company and submit this bid on behalf of the Company. - Steve Adair, Regional Sales Manager The Applicant declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Applicant foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. Yes No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document Please check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.

File Name
I have reviewed the
below addendum and
attachments (if
applicable)
Pages
There have not been any addenda issued for this bid.
r r.

Madera City Council Meeting
May 1, 2024
Agenda Item: C-1
Budget Workshop (Report by Michael Lima)
There is no written report for this item.

REPORT TO CITY COUNCIL
Approved by: Council Meeting of: May 1, 2024
_________________________________ Agenda Number: ___________ Ismael Hernandez, Public Works Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Ratification, Assignment, and Assumption of Two Lease Agreements at Madera Airport RECOMMENDATION:

Adopt a Resolution Ratifying Previous Assignments and Consenting to the Current Assignments and Assumptions of "Lease Agreement–Airport Property #1" and "Lease Agreement–Airport Property #2" from the David and Patricia Berry Living Trust to 4160 & 4170 Aviation Drive, LLC.

SUMMARY:

In 2005, Mr. David L. Berry entered two ground-lease agreements for airport property and thereafter erected two hangars. Sometime thereafter Mr. Berry formed David and Patricia Berry Living Trust (Trust) and moved the lease agreements into it. In 2021 Mr. Berry passed away. The Trust now wishes to assign its interestsin those lease agreements to a potential assignee, 4160 & 4170 Aviation Drive, LLC. The Trust now seeks the City's ratification of the assignment of the leases into the Trust as well as written consent from the City to assign those leases from the trust to 4160 & 4170 Aviation Drive, LLC.

DISCUSSION:

On December 1, 2005, Mr. Berry entered two 40-year ground-lease agreements to construct two aircraft hangars. In February 2024, the properties were listed on the real estate market seeking a buyer for the remainder of the lease term, prompting the City to discuss this with the tenants.

During the discussion it was discovered that the original tenant, Mr. Berry, had formed David and Patricia Berry Living Trust and had attempted to convey the leases into the Trust. Thereafter, Mr.

Berry died, and the Trust now seeks to assign its interests in the leases to a potential assignee, 4160 & 4170 Aviation Drive, LLC.

Because assignment of leases requires written consent from the City, and the Trust did not seek written consent to the attempted assignments of the leases from Mr. Berry in his individual capacity into the Trust, the leases were not effectively assigned into the Trust. Furthermore, D-1
Mr. Berry can longer seek written consent from the City to assign the lease agreements to a potential assignor.

So that the leases can be assigned to a potential assignee, the David and Patricia Berry Living Trust warrants its intent to have previously assumed the leases so that it may now assign them.

This can be accomplished if the City ratifies the Trust's intended assignment of the leases into the trust and provides written consent of assignment of those leases from the trust to the potential assignee, 4160 & 4170 Aviation Drive, LLC. By doing so, the potential assignee may begin using the two properties without delay and the lease payments will continue uninterrupted for the duration of the underlying lease.

FINANCIAL IMPACT:

There is no expected negative financial outcome. These leases annually provide $10,250 to the Madera Airport, which is supported by enterprise funds. If the City ratifies the intended assignments into the trust and consents to the assignments out of the trust to 4160 & 4170 Aviation Drive, LLC, this will ensure that these properties continue providing a stable source of revenue for the Airport Fund.

ALTERNATIVES:

The City Council could choose not to consent to this assignment, which would entail loss of revenue for the Airport Fund. The City Council could also direct staff to seek another use for these aircraft hangars.

ATTACHMENTS:

1. Resolution

2. Agreements
a. Assignment, Assumption and Consent to Assignment of Lease Agreement –Airport Property #1 (David L. Berry, December 1, 2005) b. Assignment, Assumption and Consent to Assignment of Lease Agreement –Airport Property #2 (David L. Berry, December 1, 2005) c. Lease Agreement–Airport Property #1 David L. Berry December 1, 2005 d. Lease Agreement–Airport Property #2 David L. Berry December 1, 2005 RESOLUTION NO. _______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA,

CALIFORNIA, RATIFYING PREVIOUSLY INTENDED ASSIGNMENTS AND

CONSENTING TO THE CURRENT ASSIGNMENTS AND ASSUMPTIONS OF "LEASE AGREEMENT–AIRPORT PROPERTY #1" AND "LEASE AGREEMENT –AIRPORT PROPERTY #2" FROM THE DAVID AND PATRICIA BERRY LIVING TRUST TO 4160 & 4170 AVIATION DRIVE, LLC.

WHEREAS, the City of Madera ("City") and Mr. David L. Berry were parties to two lease agreements for airport property; and
WHEREAS, Mr. Berry formed David and Patricia Berry Living Trust and attempted to move the leases into the trust without obtaining written consent from the City, after which he died; and
WHEREAS, the David and Patricia Berry Living Trust now wishes to assign the leases to 4160 & 4170 Aviation Drive, LLC, a potential assignee ("Assignee"), and seeks the City's written consent; and
WHEREAS, the potential Assignee is willing to assume the two leases under their existing terms and seeks the City's written consent; and
WHEREAS, the City may choose to ratify the previously-intended assignments to the trust and the current assignments from the trust to the potential Assignee; and WHEREAS, City staff have reviewed the request and recommend approving the ratification, assignments, and assumptions of the two leases.

NOW THEREFORE, THE COUNCIL OF THE CITY OF MADERA, hereby resolves, determines, finds, and orders as follows:

1. The above recitals are true and correct.

2. The City Council ratifies the previously-intended assignments and consents to the current assignment and assumption of the two leases.

3. The Mayor of the City of Madera is authorized to execute the agreements and all necessary documents to effectuate these assignments on behalf of the City.

4. The resolution is effective immediately upon adoption. * * * * * * * *
Recording Requested by and
When Recorded Return to:

City of Madera
Madera Municipal Airport
4020 Aviation Drive
Madera, California 93637
(Space Above This Line for Recorder's Office Use Only)

ASSIGNMENT, ASSUMPTION AND CONSENT TO ASSIGNMENT OF
LEASE AGREEMENT - AIRPORT PROPERTY #1
(DAVID L. BERRY, DECEMBER 1, 2005)
This Assignment, Assumption And Consent To Assignment Of Lease Agreement - Airport Property # 1 (David L. Berry, December 1, 2005) ("Assignment") is entered into as of this 1st day of May, 2024 ("Effective Date"), by and between Todd Phillips, Jeff Rowland, and King Husein, in their capacities as co-trustees of the David and Patricia Berry Living Trust ("Assignor"), and 4160 & 4170 Aviation Drive LLC, a California limited liability company ("Assignee"), and the City of Madera, a municipal corporation ("City").

RECITALS
A City and David L. Berry were parties to that certain Lease Agreement - Airport Property #1 (David L. Berry, December 1, 2005) dated December 1, 2005 and recorded February 27, 2006, as Instrument No. 2006008971 of Official Records of Madera County, California (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

B. The Agreement provides for the lease of certain real property and development of the property depicted and legally described in Exhibits "A" and "B" of the Agreement ("Premises"), which is commonly referred to as 4160 Aviation Drive, Madera, California.

C. On December 18, 2015, by and through his execution of the restatement of The David and Patricia Berry Living Trust and pursuant to Section 1.03(a) thereof, David L. Berry transferred his leasehold interest in Airport Property #1 to his revocable living trust, who is the Assignor.

D. Pursuant to Section 11 of the Agreement, Assignor (referred to as "Tenant" in the Agreement) may assign the Agreement to another only upon City's approval of an assignment and assumption agreement.
01425.0001/975537.2
E. Assignor now desires to transfer to Assignee all of Assignor's interest in the Property, along with all of Assignor's rights and obligations under the Agreement, and Assignor and Assignee desire to obtain City's specific consent to such transfer.

F. Assignor and Assignee hereby represent to City that Assignee shall perform all obligations of Assignor under the Agreement, and that Assignee (i) has the financial strength and capability to perform such obligations and (ii) has sufficient experience and expertise in the planning, financing, development, ownership, and operation of similar projects.

G. Based upon such representation, City wishes to consent to such transfer subject to the terms of this Assignment.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City, Assignor and Assignee agree as follows:

1. Representations. Assignor and Assignee represent and certify the following:
a. That all of the above recitals are true and correct. b. To the best of Assignor's knowledge, no default presently exists under the Agreement and no state of facts exist which would constitute a default under the Agreement.

2. ransfer to Tru t. Assignor and City agree that David L. Berry transferred his leasehold interest in Airport Property #1 from himself, as an individual, to his revocable living trust. The City consents to said assignment to Assignor, and ratifies the same. Assignor shall indemnify, defend and hold harmless City from and against any and all claims, demands, actions, losses, costs, and damages incurred by the City due to David L. Berry transferring his leasehold interest in Airport Property #1 from himself, as an individual, to his revocable living trust or the City's ratification thereof.

3. Assignn1ent of Agreement. Assignor hereby assigns, sells, and conveys and otherwise transfers to Assignee all of Assignor's interests, title, rights, and obligations under the Agreement. This assignment shall be effective on the Effective Date, as first written above, provided that City consents thereto as evidenced by its execution of this Assignment in the space set forth below.

4. Assumption of Agreement. Assignee hereby accepts all of Assignor's interests, rights and obligations under the Agreement and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants, and conditions under the Agreement on, from and after the Effective Date. Assignee acknowledges that (i) it has received a copy of the Agreement and is fully familiar with its terms, and (ii) City has made no representations concerning the Agreement except as expressly provided herein. Assignee 2 01425.0001/975537.2
also acknowledges that the term of the Agreement expires December 1, 2045, as set forth in greater detail in Section 2 of the Agreement.

5. Replacement lnslll'anc . Concurrent with execution, Assignee shall provide replacement insurance as required by Section 18 of the Agreement.

6. Full Force and Effect. The parties further agree that, except as specifically provided in this Assignment, the terms of the Agreement shall remain unchanged and in full force and effect.

7. No Effect on Other Agreements. This Assignment is only as to the Agreement identified above, and shall not be construed to affect any obligations or contract involving any other site or location.

8. Governing Law. This Assignment shall be construed and enforced in accordance with the laws of the State of California and any legal action shall be brought in a court of competent jurisdiction in Madera County.

9. Due Execution. The person(s) executing this Assignment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Assignment on behalf of said party, (iii) by so executing this Assignment, such party is formally bound to the provisions of this Assignment, and (iv) the entering into this Assignment does not violate any provision of any other agreement to which said party is bound.
(Signatures are on the next page)
3 01425.0001/975537.2
IN WITNESS WHEREOF, the parties have executed and entered into this Assignment as of the Effective Date.

ASSIGNOR:

The DA VlD AND PATRICIA BERRY
LIVThlG TRUST
*~~:t? ~ . Dated: ()tf . ;. 'i · .l('> ➔
ASSIGNEE:
4160 & 4170 A VIA TIO)J DRIVE LLC, a
California limited liability company
Name:

Title:

Dated:
• Notary acknowledgment required for
signatures.
(City's Consent to Assignment on next page)
i .t21 OC0l/9755J7 Z

ACKNOWLEDGMENT
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
validitv of that document.

State of CalifoJilia
County of J::vl-5\'.}Q
On Ps:y(,\ 2.l\ I 7_07,Ll before me, \bP,\lU R·1ck(W« I \Jctl-c,Yu V11hl1c (insert name and title of the officer) 1 -
personally appeared ~+-fv--11_~ Mi 1J ~Q, V) C') .
who proved to me on the basis of satist ctory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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. ~-• ~--
0 0
~EL7v ~~O:
0 0 f
; ' • Notary Publlc • California
:t - Fresno County I
" Commission #2421674 -
•• My Comm. Exptre1 Oct 16, 2026
Signature \&_i~ ~ (Seal)
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.

State of California
county of Madera
On 4/24/24 before me, Deborah Farakesh, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared _T_o_d_d_P_h_il_liL.. ps _ _ _ _ _ ____________ ___ _ 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 he/she/they executed the same In his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ~-···••==••··1 DEBORAH FAkAKISH
•
Mota,Y Public• Callfomla I i Madera County
Commfulon II 2JJ5147
My Camm. Explt .. Nov 15, 1024
Place Notary Sea/ 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.

Slgnature~.D~
Signature of Notary Public
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ____ L_e_a_s_e_A_g_r_e_e_m_e_n_t_A_ir_po_rt_ P_r_o_p_e_rty_ #_1 _ _ _ _ _ _ _ Document Date: _ _______________ _ _ Number of Pages: _ ___ _ _ Signer{s) Other Than Named Above: _ ___________ _ _________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Todd PhjUips Signer's Name: _ _ ___ ______ _ □ Corporate Officer - Title(s): ______ _ □ Corporate Officer - Title{s): ______ _ □ Partner - □ Limited □ General D Partner - D Limited □ General □ Individual CJ Attorney in Fact □ Individual □ Attorney In Fact @ Trustee □ Guardian or Conservator CTrustee □ Guardian or Conservator Other: __________ _ __ _ □ Other: _____________ _
Signer Is Representing: _ ___ ___ _ _ Signer Is Representing: _ _ _ _____ _ ~vC,iill,'lil(."""---wi<X,~"1(,~~ ~
©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

ACKNOWLEDGEMENT
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
validitv of that document.

State of California d
County of Ma era
On April 23, 2024 before me, Tamera Fox, Notary Public
(insert name and title of the officer)
personally appeared King Flroz Husein
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 he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PEl"JAL 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.
1 I
Signature _ _.;.i. •(~_;;___:_::.___._ ........ ...._ ____ _ (Seal) TAMERAfOX t , '
COMM . #2409193 z Nolary Public • California ~
Madera County - M Comm, Ex ire5 June 27, 2026

CONSENT TO ASSIGNMENT
City hereby consents to the foregoing assignment to Assignee of Assignor's interests, rights and obligations set forth in the Agreement, and the corresponding acceptance thereof and assumption by Assignee of Assignor's corresponding interests, obligations, terms, covenants, and conditions made under the Agreement subject to all of the terms, covenants, and conditions set forth in this Assignment.

CITY OF MADERA,
a California municipal corporation
*
Santos Garcia, Mayor
ATTEST:

Alicia Gonzalez, City Clerk
APPROVED AS TO FORM:

Shannon Chaffin, City Attorney
5 01425.0001/975537.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 OF MADERA
On __________ , 2024 before me, _ ___________ _, personally appeared ---------------~ proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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: _______________ _

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
□
□
□
□
□
□
□

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORA TE OFFICER

TITLE(S)
PARTNER(S) □ LIMITED
□ GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01425.0001/975537.2

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 OF MADERA
On __________ . 2024 before me, , personally appeared
---------------~ proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _______________ _

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
□
□
□
□
□
□
□

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORA TE OFFICER

TITLE(S)
PARTNER(S) □ LIMITED
□ GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01425.0001/975537.2

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
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EXHlBIT 'A' DAVID L. BERRY AIRPORT GROUND LEASE # 1 ··1 NOVEMBER 2005 '
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IEXHIBIT "8"
David L. Berry
Airport Ground Lease No. 1 Description
Madera Munfolp11l Airport
City o( Madeni
·11i11 'n t th S,,u 11~: of iu:c1iu 10, ow1whip I 1 .. !,c,u1h, I nni; 17 : ,,,. Moun! l)ir1l1lo llM IIM,s (I Otnri11 • "MlUlh line (If ,n1 i;cclion 10 «~ :-i ~os'OJ"W: u, • • ,. p 11; ,t11nt¢ o J .77 rcc1; 1h~nc s ~••3 ••11"w, ,i dbuun: vr I 1.2~ s· 7nw, u Ji "'' • ,. • ~ ... • ift •ci tu Iha fluh11 oi Ol'I ini1!11 • thence , 11 ' • or 3 6 fo:1 , ,er f 11tc /I 1vn11 innui.J l,c,, ?"~H'1 "\\', di 11 (II· ·
50P" 11 '?J"I:, !I dl~bln,:~ or 180 OU fci:t; 11, ·n ·e Ns•r4~ .. l .oo fee l:
1h•11c~ N00°l I ·_3·•w, dl~ llUtt c orl~UOO rc,·1 (! 1hr fl I ( rpull <iro1111!1 I t ~~ N . I; 1h ·nee NOO l 1 '2.1"\V, 11 tli,uonrc the l',1lnl or lkgirming.

Coniaioina O 67 Acros mon: or k11.,;,
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Ot:1obcr 5, 2005 ,.,....,.",K-fl:":":,.._1,\Jlp3t t ~Otw..Ui:.:!t.uw:,1I-Cllir,f~ 0) '.......___,,·
Tille Works / Page 26 of 27
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Ground Lease 1.txt
P•rc:el nante: David L. Berry GROUND LEA.SEil.

Horth: 10924. 7725
Line course: s 89- 48- 37 w
North: 10924 . 236.l
L i-ne cou,se-~ s 0O-- ll-23
North: 10744 . 2370
Line courst: N 89-48-37 E
North: 10744 . 7735
LiM cou:-se : N 00-11 - 23 w
orth: 10924 . 7725
eas : 11361,4482 Length: 162.00
e-a t : 11199 .449
Length: , -SfJ. O". ·- "
East: 11200.0451 umg h : 162 . 00 east. : 11362.0443
Leng h: 80 ,00
East : 113 61. 448l
Perimeter: 684,00 Area: 2~,160 sq.ft. 0. 67 acres
Mapcheck closure - (uses listed courses, radii . and , <?ltas) Error closure: 0. 0000 course: s 90-()(l-9Q E error r«>rth: 0. 00000 Ea.st : 0.00000 Precision 1: 684 ,000 ,000.0'!)
Pagel
TitleWorks J Page 27 of27
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Recording Requested by and
When Recorded Return to:

City of Madera
Madera Municipal Airport
4020 Aviation Drive
Madera, California 9363 7
(Space Above This Line for Recorder's Office Use Only)

ASSIGNMENT, ASSUMPTION AND CONSENT TO ASSIGNMENT OF
LEASE AGREEMENT - AIRPORT PROPERTY #2
{DAVID L. BERRY, DECEMBER 1, 2005)
This Assignment, Assumption And Consent To Assignment Of Lease Agreement - Airport Property #2 (David L. Berry, December 1, 2005) ("Assignment") is entered into as of this 1st day of May, 2024 ("Effective Date"), by and between Todd Phillips, Jeff Rowland, and King Husein, in their capacities as co-trustees of the David and Patricia Berry Living Trust ("Assignor"), and 4160 & 4170 Aviation Drive LLC, a California limited liability company ("Assignee"), and the City of Madera, a municipal corporation ("City").

RECITALS
A. City and David L. Berry were parties to that certain Lease Agreement - Airport Property #2 (David L. Berry, December 1, 2005) dated December 1, 2005 and recorded February 27, 2006, as Instrument No. 2006008972 of Official Records of Madera County, California (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

C. On December 18, 2015, by and through his execution of the restatement of The David and Patricia Berry Living Trust and pursuant to Section l.03(a) thereof, David L. Berry transferred his leasehold interest in Airport Property #2 to his revocable living trust, who is the Assignor.

G. Based upon such representation, City wishes to consent to such transfer subject to the terms of this Assignment.

Representations. Assignor and Assignee represent and certify the following:
a. That all of the above recitals are true and correct. b. To the best of Assignor's knowledge, no default presently exists under the Agreement and no state of facts exist which would constitute a default under the Agreement.

2. Transfer to Trust. Assignor and City agree that David L. Berry transferred his leasehold interest in Airport Property #2 from himself, as an individual, to his revocable living trust. The City consents to said assignment to Assignor, and ratifies the same. Assignor shall indemnify, defend and hold harmless City from and against any and all claims, demands, actions, losses, costs, and damages incurred by the City due to David L. Berry transferring his leasehold interest in Airport Property #2 from himself, as an individual, to his revocable living trust or the City's ratification thereof.

3. Assignment' of Ag1·eement. Assignor hereby assigns, sells, and conveys and otherwise transfers to Assignee all of Assignor's interests, title, rights, and obligations under the Agreement. This assignment shall be effective on the Effective Date, as first written above, provided that City consents thereto as evidenced by its execution of this Assignment in the space set forth below.

5. Replacement Insurance. Concurrent with execution, Assignee shall provide replacement insurance as required by Section 18 of the Agreement.

6. FulJ Force and Effect. The parties further agree that, except as specifically provided in this Assignment, the terms of the Agreement shall remain unchanged and in full force and effect.

7. o :ffect on Other Agreements. This Assignment is only as to the Agreement identified above, and shall not be construed to affect any obligations or contract involving any other site or location.

9. Due Execution. The person(s) executing this Assignment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Assignment on behalf of said party, (iii) by so executing this Assignment, such party is formally bound to the provisions of this Assignment, and (iv) the entering into this Assignment does not violate any provision of any other agreement to which said party is bound.
(Signatures are on the next page)
3 01425.0001/975537.2
IN WITNESS WHEREOF, the parties have executed IUld en1ered into this Assignment as of the Effective Date.

ASSIGNOR:

The DAVID M'D PATRICIA BERRY
LfVING TRUST
·~ C;.;:;;;?-
Dated: 0., ·~-I .. ;}ti j '-I
•By C-~~
Jeffrey~land, Co-'lrustee
Dated: ... 'ff-Z.,/~ 2<f
, i ... ,·· , "'By - - c.ue,~: __ _ 19h -Trustee
Doted: I./·· ... I -r- • -
ASSIGNEE:
4160 & 4170 AVlATION URIVE LLC, a
Cru.ifornia limit.ed liability company
Name: __ _ Title: _ _ _ ______ _
Dated:
• Notary acknowledgment required for
signatures.
(City's Consent to Assignment on next page)
Cl 42~. 0001/lf7S!>J'/ .2

State of Caljfornia
County of _,l ....._1Y ..... P,.'""'$..._\!)"""O'----___ ____ ___, personally appeared ~ o...f\
who proved to me on the basis of sati factory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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 ~ ~ (Seal)
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 vaUdlty of that document.

State of California
County of Madera
on 4/24/24 before me, Deborah Farakesh, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared _ T_o_d_d_P_h_i_lli.,_p..:.. s __________ _____ ____ _ _ 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 he/she/they executed the same in his/her/their authorized capacity{les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. tloury Public • Calllornl• I
M:JdM• County
CommlHlon I 2335147 -
IAY Ccmm. ExptrH llov 1', l02A
Place Notary Seal 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 ~;-;: 1: •n fi e
Signature__,~""""-.E:= - = c........;=--{-~_(J~ ::..:....~-----"'~~--t Signature of Notary Public --------------OPTIONAL------------ -- Though this section is optional, compleVng this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: Lease Agreement Airport Property #2 Document Date: __________________ Number of Pages: _____ _ Slgner(s) Other Than Named Above: ____ _ _________ ________ _ Capactty(les) Claimed by Slgner(s)
Signer's Name: Todd Phillips Signer's Name: ___________ _ □ Corporate Officer - Title(s): _ _ ____ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited O General □ Individual [] Attorney in Fact Cl Individual □ Attorney in Fact IZI Trustee □ Guardian or Conservator C Trustee □ Guardian or Conservator Other: _ _____ _______ _ □ Other: ____________ _
Signer Is Representing: ___ _ _____ _ Signer Is Representing: _ _______ _ ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

State of California
County of Madera
On April 23, 2024 before me, Tamera Fox, Notary Public
(insert name and title of the officer)
personally appeared l<lng Flroz Husein
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 he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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.

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Signature ---'-'_L_11_l _ 1 ....._..., J ~ / _ _ __ _ J (Seal)

TAMERA FOX
COMM. #2409193 z ' Notery Public • California ~
Madera County ..

M Comm. E~ Ires June 27, 2026

CITY OF MADERA,
a California municipal corporation
*
Santos Garcia, Mayor
ATTEST:

Alicia Gonzalez, City Clerk
APPROVED AS TO FORM:

Shannon Chaffin, City Attorney
5 01425.0001/975537.2

STATE OF CALIFORNIA

COUNTY OF MADERA
On __________ , 2024 before me, _____________ , personally appeared ________________ ., proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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: _______________ _

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ INDIVIDUAL
□ CORPORA TE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)
□ PARTNER(S) □ LIMITED
□ GENERAL NUMBER OF PAGES
□ ATTORNEY-IN-FACT
□ TRUSTEE(S)
□ GUARDIAN/CONSERVATOR DATE OF DOCUMENT
□ OTHER

SIGNER(S) OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
6 01425.0001/975537.2

ST A TE OF CALIFORNIA

COUNTY OF MADERA
On . 2024 before me, ____________ __, personally appeared ________________ , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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: _______________ _

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
□
□
□
□
□
□
□

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)
PARTNER(S) □ LIMITED
□ GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01425.0001/975537.2

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DA TE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
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EXHIBIT 'A' DAVID L. BERRY AIRPORT GROUND LEASE #Z =;-7 Q-..;;""'
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KXHIBIT u9,.

Du·ld L. Berry
Airport Ground Lease No. 2 Description
Madet'll MU11ltlp1tl Airport
~lty l'lf M•ih111
l3eWJUtiJ n11hcS mhwc«t Co111CJ f Scc1io1l 10, Town hii1 11 5()Ulh. Run •c 17 Eas1, Mount Dinblo Holle nml , lcridin11 flo\.~ls or 13cn1 ing, Che i:ou1h lin~ of' said • liuu I 0 "$ S•I •0~•03~w; cltcntc N36"27' )''W, a di.,1nncc of 258.77 fce1; thence S 5" 5'•17"W, u cl'c<uncc of ~J 1.29 rec11 lh<'IW<' S89°48'37" V, tt di:.t:incc or 440.12 fed 10 1h f>oin1 of Bcgim1h1g.; lliencc Soo• 1 l '2J"F. 11 dl~lmice of J ,62 foel; iheuct. S89"4 8 '37'"W a disluncc of 162.0() feet, bclni lhc oortltca'i\ corner of1hc Airport Ground il:1ue Nt.L 2; Lhcnce con1inui11g Sll9°~8'37"W, a dls1.ance of J23_00 fec1, thcoce soo•t t 'lJ"E, a dls1a11<,-.: of 180.00 r, 1: 1h ,. N89"<18 ' J7"E. n di, rn•wc: c,r 113.00 r, cl; 1hc11cc N!>0°11 ·:zrw, a <li,tnnc • t> IX0.00 fe el. It 1iic 11n11h . ~I c rn , aflil • 1\ i 11 ,muml l.c· c Ni>, 2: lhrncc NII ,I • .l'/" I!. u di~tnn c 11f 162.00 feel: 1h~1~ N ~ 11 '?J"\\'. u di ,u, • or .. _ for1 lo 1be floinl or lkginninu.
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October 5, WOS ·--♦ u,>-1 t~1.\".lf'il"l"l...-l'JwvlAl~l,n..'WtlrM6~ ... - TitlcWorks / Page 25 of26
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Ground Lease Z.txt
Parcel name: David L. Berry GROUND L£AS£#2
NOr h: 10924.2 6
Line cour c: 89 '18 - 37 • Nor h: 1092 .RZ 1
Li n• Coor c : S 00-11- ort h: 107~3 . 8 OD
Li n ours . N 89- 48- 37
North: 107~4 ., 7J
Li n ours•: N 00-11· w or ·h: 092'1 .2 3
as : 1119 .'1'1 91

1.rngt h: Ul.00
s l 07G,ll4 8
L~nt) h: 1110 00
L~· 1 077 .04 R
l l)!)C"h: ll 0
a, 11-100.0•! Sl
Lc nq h: 80.00
*a 11 ] . ,'1 491
Perimeter: 606.00 Area; 22,140 sq.ft. 0,51 acres
M.i1, 11 ck closure - (uses 1 lstcd courses, radi 1 .1. and deltas) Error c1osure: 0.0000 course: s ~0-00-00 E Error North: 0,00000 East : 0.00000
?r• i~ion 1: 606,000,000.00
Pagel
Title Works / Page 26 of 26
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RECORDING REQULSTU) 13Y c1·1 Y 01: MADERA
AFTER RECURDlNC, PLL\SE r'v1AIL TO.

City of Madera
Madera Municipal Airport
4020 Aviation Drive
Madera. California 9363 7
llccorde!I in Ottici:il Aeco Aa!lor~ C•rn111v 212712006 9:53 AM
MR
REBECCA MARl INEZ
Madera County Recorder
CIT Madera City
DocH: 2006008971 Titles: Pnges: 27
I
Fees
Taxes
Other
PAID

85.00 231.00 M

0.00 $316.00
TIIE UNIJEl!SIGNEll GRANTO!( DI\CI.AKJ-"S
DocuM1,NTN <v -r1<AN~FE1i TAX 1s 1.s :;1 ~ t .o ___x___c()Ml'tfl'EU ON FULL \'Al,IJ1-: ()(1 1'1<0\'EICn' C:Ol'Nt:l'EJ) II
__ COMl'UTED ON FULL VALUE LESS VALUE OF LIENS
OR ENCUMBRANCES REMAINING ATTIIE TIME Of'
SALE
__ UNINCORPORATED cny ortJildt'X:"-
LEASE AGREEMENT - AIRPORT PROPERTY #l
DA YID L. BERRY DECEMBER 1. 2005
THIS LEASE AGREEMENT made and entered into this First day of December, 2005, by and between the CITY OF MADERA. a municipal corporation of the State of California. hereinafter called "CITY" . and DA YID L. BERRY. 413 West Yosemite A\'enue, Suite 106, Madera, CA 9363 7, hereinafter called "TENANT".

WITNESS ETH
WHEREAS, CITY is the owner of certain real property situate 111 the County of Madera, State of California. which is being used for airport pmposes; and WHEREAS, Sections 37389 and 50478 of the Government Code of the State of California authorize a city to lease property owned by it for purposes ,incidental to aircraft, including construction and maintenance or hangars. service shops and other aircraft facilities; and
WI IERE/\S, it is the mutual intent am! desire of CITY and TENANT to enter into a lease of property at the Madera Municipal Airport in accon.lance with the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants, terms, provisions and conditions hereinafter set forth, the parties hereto agree as follows:

1. Descri Jtion of Pro ert
CITY hereby leases to TENANT and TENANT hereby leases from CITY on the terms and conditions hereinafter set forth all that portion of City-owned real property situated in the County of Madera, State of California, more particularly described as Exhibits "A" and "B" attached hereto and incorporated herein by reference.

2. Term
Except as provided in Paragraph 5 hereof, the term of this lease agreement shall be for a period of Forty (40) years commencing on D cember 1, 2005 and terminating December 11 2045, subject to any other provisions for termination provided for herein.

3. Rent
Except as hereinafter provided. the rent for the leased property which TENANT hereby agrees to pay to CITY without deduction or offset at the City Hall, Madera, California, or at such other place or places as may be designated from time to time by CITY is calculated as follows.

Commencing on December 11 2005, rent shall be the sum of Five Thousand Two hundred Forty Three Dollars ($5,243.00) per year (based on $.18 per square foot per year for 29,160 square feet), payable in monthly installments of $437.00 in advance, until the end of the first five years of this lease agreement. At the end of each five-year period the annual 2 annual rent shall be adjusted 1n accordance with the 1982-1984 based San Francisco-Oakland-San .lose /\II Urban Consumer Price Index (CPIU) calculated by the Federal Government. The CPIU Index was 203 .0 for August 2005, and will he the base starting Index number. Said ad_justments shall be in an amount equal to the percentage increase of said CPIU .

Said rental payments shall not decrease regardless or the CPIU.

4. Use Purposes
TENANT covenants to construct a steel aircrnn storage hangar on the leased property as depicted on Exhibit"/\", the net dimensions of which shall be one hundred twenty (120) feet wide and one hundred twenty ( 120) feet deep. TENANT agrees to submit all building plans to the City of Madera Building Division and the Madera Airport Operations Manager for final approval prior to commencement of construction. The hangar shall have a restroom and a sand & grease interceptor constructed inside the hangar walls and plumbed to the sanitary sewer.

Other particular areas of concern include but are not limited lo building exterior wall-toproperty line distance, fuel storage tank-to-property line/building. rain gutters and down-spouts, building foundation, fire protection, building materials to be used, and accumulation, handling, and proper disposal of liquid and solid waste materials associated with the permitted use of the property, asphalt and concrete pavement specifications and preservation of surface drainage patterns and protection of Storm Water Pollution Prevention Plan Measures that are now serving the areas underlying and contiguous with the leased property. If final construction plans and specifications for the hangar building and associated asphalt and concrete paving are not completed to the satisfaction of the City and the Airport Operations Manager within Ninety (90) days of the execution of this lease agreement, this lease agreement shall be null 3 and void. If the concrete floor p11d for the hangar building is not installed within One Hundred Eighty (180) days of execution of this lease agreement. this lease agreement shall be null and void. If final construction of the hangar building and asphalt and concrete pavement areas are not completed. including final construction inspection by the City, within Three Hundred Sixty Five (365) days of the execution of this lease agreement. this lease agreement is null and void. Any and all rent paid by TENANT to a null and void date will not be refunded by CITY. Extensions of deadlines stated in this paragraph 4 may be extended at the sole discretion of CITY for delays caused by circumstances beyond the control of TENANT. If an extension of a deadline becomes necessary. TENANT shall submit a written request for such extension to CITY thirty (30) days prior to expiration of the original deadline.

TENANT covenants to occupy the steel hangar building on the property for the sole purpose of aircraft storage, routine service, maintenance and repair of aircraft owned or leased by TENANT. TENANT shall not use or permit said property, or any portion thereof, to be used for the purpose of selling aviation fuels to the public without prior written consent of the CITY.

TENANT shall not use or permit the property or any part thereof to be used as a primary operating base/headquarters/main office etc. for a purely non-aeronautical related business or enterprise, nor allow use of such property by employees of such non-aeronautical business, or for the storage of any parts, supplies and equipment related to non-aeronautical business.

During the term of this lease agreement, all improvements constructed on the leased property by TENANT shall be owned by TENANT until expiration of this lease agreement or until earlier termination of this lease agreement as hereinafter provided. TENANT shall not, however, remove any improvements from the leased property, nor waste, destroy or modify any 4 improvements cxccpt as may be permitted hy this lease agrerment. Ownership and/or disposition of all such improvements upon expiration or sooner termination of the lease agreement shall be as provided for in Paragraph 5 as appropriate.

5. Tcrminmi rn
This lease agreement shall terminate at the end of the term hercof. and TEN/\NT shall have no further right or interest in the leased property or the improvements thereon. The hangar building shall thereupon become the property nf the CITY al no cost lo the CITY. TENANT agrees to execute a Bill of Sale transferring all rights, interests and ownership of the hangar building to CITY. Said hangar building shall be given over to CITY free of any encumbrances, liens, claims or demands of any nature whatsoever. TENANT may install (or remove) a jet fuel bulk storage tank and associated pumping equipment on the property at any point during the term of this agreement. Any such tank and pumping equipment situated on the leased property at the end of term shall become the property of the CITY at no cost to CITY. TENANT agrees to execute a Bill of Sale transferring all rights, interests and ownership of the tank and pumping equipment to CITY.

If CITY elects to have all such improvements remain on the property and become the property of CITY at no cost to CITY and TENANT has not defaulted in any of the terms and conditions of this lease agreement, TENANT shall then have the right of first refusal of any such rental agreement for said property and improvements upon the terms and conditions then offered by CITY.
5 6. lJtilitics
TENANT shall pay for all water, sewer. gas. heat. light. power. telephone service. waste disposal and all other services supplied to the property. including coordination with the suppliers of said services and pay the cost of installation and maintenance thereof, if any.

7. 'oncn::tc and /\sphalt Paving. TENANT shall install at his sole cost and expense:

1. Install concrete pavement in the area between the southwest end (the front) of the building pad and the fuel tank area to the edge of the paved apron for the full width of the leasehold (approximately 30 feet by 162 feet), as depicted on Exhibit "A".

2. Install asphalt pavement in the area between the northeast end (the rear) of the building pad and the vehicle parking area to the edge of the paved taxiway for the full width of the leasehold (approximately 23 feet by 162 feet), as depicted on Exhibit "A".

Note. No parking will be allowed in this area.

3. Install asphalt paving in the area adjacent to the rear northeast corner of the hangar pad (approximately 25 feet by 42 feet). as depicted on Exhibit "A". This area is to accommodate vehicle parking.

8. Maintenance of Property and Improvements
TENANT shall, at his sole cost and expense. keep and maintain the property and improvements thereon, if any. regardless of ownership, and all portions thereof, in safe and sanitary order, in good state of repair and shall keep the property clean and free of weeds, debris and other unsightly or unsafe matter including, but not limited to, containers and paraphernalia connected with aircraft operations, maintenance and repair, and shall properly dispose of all debris and other waste matter which may accumulate. TENANT shall provide proper metal containers 6 with proper covers for the temporary keeping or solid or liquid waste on the property.

TENANT agrees to prevent any and all lubricants and cleaning and striping matt:rials from contacting the pavement and storm water runoff system. In connection with TENANT'S permitted use of the property. it is expressly understood and agreed that no aircratt arc to be dismantled other than inside the hangar and no outside storage of disassembled aircraft or aircraft parts shall be permitted. TENANT agrees to maintain the property in an acceptable manner as may be required of al I other tenants by the Airport Manager. CITY reserves the right to require the paved apron to be cleared of all aircraft for use by others during special events, without compensation to TENANT, including but not necessarily limited to an annual air show and such other special activities as may be determined by the CITY.

9. Compli ance with Laws
TENANT agrees that he will not use or permit said property to be used for any unlawful purpose or for any purpose which will injure the reputation of the Madera Municipal Airport of which the property is a part. TENANT shall not commit nor suffer to be committed any waste upon the property, or any public or private nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant of the Madera Municipal Airport of which the property is a part. TENANT shall, at his sole cost and expense, promptly observe and comply with all laws, orders, regulations, rules, ordinances and requirements now in force or which may hereafter be in force of Federal, State, County and City governments or other lawful governmental bodies or any of their departments, bureaus or officers having jurisdiction over the property or any of the activities conducted thereon. TENANT agrees to observe and obey during the term of this lease agreement all laws, ordinances, rules and regulations now in effect or promulgated in the future 7 by CITY and/or by any other proper authority having jurisdiction over the conduct of operations at the Madera Municipal Airport. TENANT shall do all things which may be required of him or be deemed necessary on account of the use hy TENANT of said property. and TENANT shall and does agree to pay. at his sole cost and expense. all tines, penalties, damages, costs and expenses that may in any manner arise out of or be imposed because of the failure of TENANT to comply with this paragraph. TENANT shall defend and does hereby agree to save CITY harmless from any damage. injury or loss suffered by reason of any breach hy TENANT of this Paragraph 9.

10. Environmental Indemnification by Ten nt
TENANT agrees to indemnify. defend by counsel acceptable to CITY and hold CITY, its appointive and elective boards, commissions, officers, employees, volunteers and agents (hereinafter in this Paragraph 10 only referred to collectively as "City Personnel") harmless from and against and in respect of any and all claims, damages (including. without limitation, diminution deficiencies, interest, penalties, attorney's fees and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Landlord or asserted against City Personnel by any other party or parties (including governmental entities), in connection with any environmental conditions or the remediation of any environmental conditions (hereafter discovered). or any environmental noncompliance arising out of, resulting from, or attributable to. the assets, business, or any claims, expenses, losses, liabilities, etc. resulting from the alleged exposure of any person to environmental conditions, regardless of whether such environmental conditions or exposure resulted from activities of TENANT or TENANT'S agents, representatives, employees or 8 independent contractors. and the brca<.:h or any of CITY'S representations and warranties.

TENANT'S obligations pursuant to this paragraph shall exist regardless of whether CITY is alleged or held to be strictly or jointly and severally liable.

11. Assignment
TENANT shall not assign this lease agreement or any interest therein. anJ shall not sublet the premises or any portion thereof or any rights or privileges appurtenant thereto or suffer any other person (agents and servants of CITY excepted) to occupy or use the said property or any portion thereof without the prior written consent of CITY . Consent lo one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting. occupation or use by another person. Any such assignment or subletting without such prior written consent shall be void and shall at the option of CITY terminate this lease agreement. This lease agreement shall not, nor shall any interest therein, be assignable as to TENANT'S interest by operation of law without the prior written consent of CITY. TENANT agrees that in the event all or substantially al I of TENANT'S assets are placed in the hands of a receiver or trustee and such receivership or trusteeship continues for a period of thirty (30) days, or should TENANT make an assignment for the benefit of creditors, or be finally adjudicated bankrupt, or should TENANT institute any proceeding under the Bankruptcy Act as the same now exists or any amendment thereof which may hereafter be enacted, or any other act relating to the subject of bankruptcy wherein TENANT seeks to be adjudicated bankrupt, or to be discharged of his debts, or to effect a plan of liquidation, composition or reorganization, or should any involuntary proceedings be filed against TENANT under any such bankruptcy by pleading or default, then this lease agreement or any 9 interest in and to the property shall not become an asset in any such proceedings, and in any such event and in addition to any and all rights and remedies of CITY hereunder or by law provided. it shall be lawful for CITY to dec.:larc the term hereof ended and for CITY to re-enter the property and take possession thereof and remove all persons therefrom. and TENANT shall have no claim thereon or hereunder.

12. Abandonment
TENANT shall not vacate or abandon the property described herein at any time during the term hereof. If TENANT should abandon. vacate or surrender said property or be dispossessed thereof by process of law or otherwise. any personal property belonging to TENANT and left on said property shall be deemed to be abandoned at the option of CITY.

13. Time
Time is of the essence for this lease agreement.

14. Binding on Successors
The covenants. terms, and conditions herein contained shall. subject to the provisions as to assignment, apply to and bind the heirs, successors, executors. administrators and assigns of all the parties hereto and all such parties shall be jointly and severally liable hereunder.

15. Waiver
The waiver by CITY of any breach of any term. covenant. or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by TENANT of any term, covenant, or condition of this lease agreement, other than 10 the failure of tenant to pay the particular rental so accepted. regardless of CITY'S knowledge of such preceding breach at the time of acceptancc of such rent.

16. Right of Entry
CITY reserves the right to enter upon the property at a reasonable time for the purpose of making any inspection it may deem expedient or desirable for the proper enforcement of any terms. conditions, provisions, and covenants of this lease agreement.

17. Alterati ns: Removal or Additions
TENANT shall not make or allow to be made any additions or alterations on said property or any part thereoC without approval of CITY of the plans and specifications therefor first had and obtained. Any additions to or alterations of said property except installation of movable furniture and or trade fixtures shall become at once a part of the realty and shall belong to CITY.

TENANT shall keep the property free from any liens arising out of any work performed, materials furnished or obligations incurred by TENANT. In the event that TENANT desires to make any alterations or improvements, plans and specifications thereof shall be submitted to CITY and. if authorized. completion thereof shall be made to the satisfaction of CITY.

18. Insurance
TENANT shall during the term of this lease agreement carry commercial general liability, aircraft liability and property damage insurance which shall provide coverage for any claim or liability for any injury or damage to any person or property occurring on the property or arising out of or resulting from TENANT'S operations or omissions on said property or at 11 the Madera Municipal Airport. The policy limits or commercial general liability and aircraft liability shall be not less than Two Million Dollars. Policy limits will be reviewed at five-year intervals and adjusted us required . Such insurance policies shall be in a form which meets with the approval of CITY and shall be underwritten by a company or companies approved by CITY. Said policies shall name the CITY of Madera. its elective and appointive boards. commissions, officers, employees and volunteers as additionally insured, and shall not in any way limit the coverage provided by said policy or policies for injury or damage to the persons or property of CITY, its elective and appointive boards, commissions, officers. employees and volunteers arising or resulting from any wrongful act or omission or negligence on the part of TENANT, his servants and employees. Other insurance of CITY shall not be required to participate with said insurance in the payment of any damages. Said insurance policy, policies or certificates evidencing issuance of the policies required herein shall be filed with the City Clerk concurrently with the execution of this lease agreement and shall include an endorsement precluding cancellation thereof without thirty (30) days prior written notice to the Airport Operations Manager.

TENANT shall, in addition to the insurance above required, provide similar liability msurance coverage during the construction of any and all improvements made by TENANT upon the property and/or pursuant to this lease agreement. Said policy shall remain in full force and effect until the completion of all of said improvements and the acceptance thereof by CITY.
12 19. Airport Appropriated by Federal Ciovcrn111cn1
In the event that the Madera Municipal Airport or any portion thereof is appropriated by the Federal Government in a national emergency and as a result thereof civil aircraft arc prohibited from using said airport. and as a result thereof TENANT is otherwise prohibited by Federal Law. rule or regulation from using and occupying the property. and TENANT for such reason does not use or occupy said property and TENANT is not compensated for damages caused thereby, then during the period in which all such conditions exist the rental herein required to be paid shall be suspended. Except for such suspension or rental, each and every provision, term. covenant and condition of this lease agreement shall remain in force and effect, including, but not by way of limitation. TENANT'S obligation to maintain the property. The terms of this lease agreement shall not be extended because of the occurrence of the above conditions.

20. Taxes
TENANT shall take notice the property interest created herein may be subject to taxation and the party in whom the possessory interest is vested (TENANT) may be subject to payment of property taxes on such interest. TENANT shall be responsible for and shall pay all possessory interest tax which may be assessed or levied, if any, on the property.

21. Hold Harmless Agreement
TENANT agrees to defend and does hereby hold ClTY, its appointive and elective boards, officers, commissions and employees, harmless from any and all liability for damages or claims for damages for personal 111JUnes including death to any person or persons as well as from claims for property damage which may arise from TENANT'S 13 occupation and use of said property or any one or more persons directly employed by or acting as agents for TENANT or as contractors of TENANT. TENANT agrees to and shall defend CITY, its elective and appointive boards, officers, commissions and employees, from any suits or actions at law or in equity for damages caused or alleged to have been caused by reason of the aforesaid operations provided. however, that CITY does not and shall not waive any rights against TENANT which he may have by reason of this hold harmless agreement, by reason of acceptance by CITY or deposit with CITY by TENANT of any insurance policies or certificates of insurance described in Paragraph 18 hereof, and provided further that this hold harmless agreement shal I apply to all damages and claims for damages of every kind suffered or alleged to have been suffered by reason of any of TENANT'S operations, whether or not such insurance policies have been determined to be applicable to any of such damages or claims for damages, and is deemed to include any damages or injuries to CITY, CITY'S property, officers or employees.

22. Use of Airpo11 Facilities
Subject to the terms and conditions stated herein, it is understood and agreed that TENANT shall have the right to use wash racks and other facilities off of the property the same as other users on a first-come, first-serve basis.

23. Breach of Lease Agreement
In the event of any breach of this lease agreement by TENANT, and after the cure period as provided herein below, TENANT is still in breach and it has not been cured, CITY, besides other rights or remedies it may have. shall have the immediate right of re-entry 14 and may remove all persons and property from th<.: property. Such property may he removed and stored in a public warehouse or elsewhere at the cost of and for the account of TENANT. Should CITY elect lo re-enter as herein provided. or should CITY take possession pursuant to kgal proceedings or pursuant to any notice provided for by law.

CITY may either terminate this lease agreement or may. from time to time, without terminating this lease agreement. re-let said property or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as CITY, in its sole discretion. may deem advisable with the right to make alterations and repairs to the said property. Rentals received by CITY from such re-letting shall be applied first to payment of any indebtedness other than rent due hereunder from TENANT to CITY; second, to payment or rent due and unpaid hereunder; third, to payment of any cost of such re-letting. and fourth. to the payment of the cost of any alterations and repairs to the property. The residue. if any. shall be held by CITY and applied to payment of future rent as the same may become due and payable hereunder. Should such rent received from such re-letting during any period be less than that agreed to be paid during that period by TENANT hereunder. then TENANT shall pay such deficiency to CITY. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of said premises by CITY shall be construed as an election on its part to terminate this lease for any breach. In addition to any other remedy it may have, CITY may recover from TENANT all damages it may incur by reason of such breach. including the cost of recovering the property and including the worth at the time of such termination, of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease 15 agreement for the remainder of the stated term over the then reasonable rental value of the stated term.

The failure or delay by TENANT to perform any term or provision of this lease agreement constitutes a default under this lease agreement. TENANT shall immediately commence to cure, correct or remedy such failure or delay. and shall complete such cure, correction or remedy within thirty (30) days from the date written notice of such default is sent to TENANT by CITY. During any period of cure, correction or remedy, TENANT shall not be in default.

CITY shall give written notice of default to TENANT, specifying the default alleged by the CITY. Except as required to protect against further damages, and except as otherwise expressly provided above. the CITY may not institute proceedings against the TENANT in default until thirty (30) calendar days after giving such notice . Failure or delay in giving such notice shall not constitute a waiver of any default. nor shall it change the time of the default.

Except as otherwise expressly provided in this lease agreement, any failure or delay by CITY in asserting any of its rights or remedies as to TENANT'S default shall not operate as a waiver of such right or remedies or deprive CITY of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

Whenever the CITY delivers any notice or demand to the TENANT with respect to any breach or default by the TENANT under this lease agreen1ent, the CITY shall at the same time deliver a copy of such notice or demand to each holder of record of any security 16 interest authorized by the CITY under this lease agreement. Each such holder shall (insofar as the rights of the CITY are concerned) have the right at its option, within fortyfive (45) calendar days after receipt of the notice, to cure or remedy. or to commence to cure or remedy, any such default and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing in this lease agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of any building or related improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the TENANT'S obligations to the CITY by written agreement satisfactory to the CITY. In that event, the holder must agree to complete, in the manner provided in this lease agreement, that portion of the Project or related improvements to which the lien or title of such holder relates, and must submit evidence satisfactory to the CITY that it has the qualifications and financial ability to perform such obligations.

24. Airport Restr1ctions
Its is hereby expressly understood and agreed that this lease agreement is subject to al I applicable terms and conditions of that certain instrument of release dated September 7, 1962, executed by the Administrator of the Federal Aviation Agency acting on behalf of the United States of America, recorded September 20, 1962, in Book 839, at page 540, Official Records of Madera County, California, and particularly the following reservations, covenants and conditions, to which TENANT hereby agrees to be bound:
a. "There is hereby reserved to the City of Madera, California, its successors and assigns, for the use and benefit of the public, a right of flight for the passage 17 of aircraft in the airspace above the property herein leased. together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation of or !light in the air, using said airspace or landing at. taking off from, or operating on Madera Municipal Airport.
b. The TENANT by accepting this lease agreement expressly agrees for itself, its successors and assigns. that it will not erect nor permit the erection of any structure or object nor permit the growth of any tree on the property leased hereunder above a mean sea level elevation of 348 feet. In the event the aforesaid covenant is breached, the City of Madera, California reserves the right to enter on the property leased hereunder and to remove the offending structure or object and to cut the offending tree. all of which shall be at the expense of TENANT.
c. The TENANT by accepting this lease agreement expressly agrees for itself, its successors and assigns. that it will not make use of the property in any manner which might interfere with the landing and taking off of aircraft from said Madera Municipal Airpott or otherwise constitute an airport hazard. In the event the aforesaid covenant is breached, the City of Madera, California, reserves the right to enter on the property leased hereunder and cause the abatement of such interference at the expense of the TENANT. 18 25. Condemnation 'lause
lf any part of the property shall he taken or condemned for a public or quasi-puhlic use, and a part thereof remains which is susceptible of m:cupation hereunder, this lease agreement shall. as to the part so taken, terminate as of the date title shall vest in the condemnor, and the rent payable hereunder shall be adjusted so that TENANT shall be required to pay for the remainder of the term only such portion of such rent as the value of the part remaining after the condemnation bears to the value of the entire property at the date of condemnation: provided. however, in such event CITY shall have the option to terminate this lease agreement as of the date when title to the part so condemned vest in the condemnor. If all the property or such part thereof be taken or condemned so that there does not remain a portion susceptible of occupation hereunder, this lease agreement shall thereupon terminate. If a part or all of the property should be taken or condemned, all compensation awarded upon such condemnation or taking shall go to the CITY and TENANT shall have no claim thereto and TENANT hereby irrevocably assigns and transfers to CITY any right to compensation or damages to which TENANT may become entitled during the term hereof by reason of the condemnation of all or a part of the property.

26. Litigation Involving Lease Agreement
In the event that CITY is made a party to any litigation concerning this lease agreement or the property by reason of any act of omission by TENANT, TENANT promises to hold CITY harmless and indemnity CITY from all loss or liability, including reasonable attorney's fees necessarily incurred by CITY in such litigation. The foregoing sentence 19 shall not apply in the event defense of CITY in any suit is provided for by any insurance carrier. In case suit shall be brought for unlawful detainer of said property, for the recovery of any rental due under the provisions hereof, or because of the breach of any other covenant. term. condition or provision herein contained on the part of TENANT to be kept or performed. and CITY prevails therein. TENANT shall pay to CITY a reasonable attorney's fee which shall be fixed by the Court; provided, however, in the event either party finds it necessary to institute suit for any other purpose in connection with the terms of or the enforcement of this lease agreement. it is agreed that the prevailing party shall collect from the losing party reasonable attorney's fees which shall be fixed by the Court, plus actual costs of suits incurred.

27. Non-Discrimination
TENANT for himself, his personal representatives, successors in interest, and assigns. as part of the consideration hereof does hereby covenant and agree as a covenant running with the property, that:
a. No person on the grounds of race, color, or national origin shall be excluded from participation, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities;
b. In the construction of any improvements on. over, or under such land and the furnishing or services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefit ot~ or otherwise be subjected to discrimination;
20 c. TENANT shall use the property in compliance with all other requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department of Transportation, Subtitle A. Office of the Secretary, Part 21.

Non-discrimination in Federally assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended;
d. Notwithstanding any other provisions of this lease agreement. in the event of breach of any of the above non-discrimination covenants, the City of Madera shall have the right to terminate this lease agreement and to re-enter and repossess said property and the facilities thereon, and hold the same as if said lease agreement had never been made or issued.
28 .. Self-Fueling of Aircraft and n-Site Fuel Storage
TENANT is authorized to self-fuel aircraft that he may own or lease and are stored on the leased premises. TENANT is authorized to install one above-ground aircraft jet fuel bulk storage tank on the leased premises the capacity of which shal I not exceed 12,500 gallons. TENANT must provide sufficient fuel tank specifications and a tank installation site plan to the City of Madera Building Division to verify that all building and fire code, safety and environmental requirements are IT'let prior to issuance of a tank installation permit. This agreement does not permit aviation gasoline bulk storage on the leased premises. Aviation gasoline bulk storage on the premises would require additional written consent of the CITY.
21 29 Fuel Flowagl:! Fee:

In the conduct of self-fueling his aircraft. TENANT shall pay a Fuel Flowage Fee for all aircraft fuel brought onto the Madera Municipal Airport in bulk quantities. The tlowage fee shall be in accordance with the current City Council Resolution .... "Establishing rates and charges for use of facilities and maintenance of activities at Madera Airport .... " City Council Resolution #05-63 effective March 16, 2005, establishes the starting fuel flowage fee of $.06 per gallon for this agreement. TENANT shall provide the Airport Operations Manager with copies of all bulk fuel delivery invoices within five days of TENANTS receipt of such invoices from the fuel provider. Flowage fees will be verified by the City of Madera Finance Department and added to TENANT'S next monthly ground rent billing.

Effective the day and year first above written.
22 ATTEST:
~ (JJvw~ CIC1ERK Sonia Alv a'
APPROVED AS TO FORM:

STATE OF CALIFORNIA)
)

COUNTY OF MADERA )

CITY OF MADERA
a Municipal Corporation of
the State of California
~don~- i1rf
TENANT:
,,,,-- cti;::d..-~ If -1 S--J
DAVID L. BE~~
On the ~ day of ,Jay. , 2005, before me, Sonia Alvarez, City Clerk of the City of Madera, personally appeared br,aioo £. $lu.tk personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) who name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

NIA ALY AREZ, City Cl~· •
City of Madera
23 State of California ----------------- County of Madera --------------- On 11/15/ 05 IDATEI before me, Betty J. Bea ird, Notary Public INAMEfTITlE OF OFFICER·i.1."JANE DOE, NOTARY PUBLIC"! personally appeared David L. Berry ------==,N..c.A.=M:.;::E;_ts-=, O"-'F'-s""' 10,=.;N=.ER:.1s-=-,,-------- □ personally known to me -OR- □ proved to me on the
bas is of sati sfactory
evidence to be the
person(,g') whose name(g') 1s/6fe subscribed to the
within instrument and
ac knowledged to me that
he/sAe/tAey executed the
same in his/her/their
authorized capacity(-i-es-),
and that by his/her/thet<
signature(.81 on the
instrument the person(.!'),
or the entit y upon behalf
of which the person (.a')
acted, executed t he
instrument.

Witness my hand and official seal.

ISEALI

ATTENTION NOTARY
The informat~ requested below and in the column to the right is OPTIONAL.

Recording of this document is not required by law and is also optional.

It could, however, prevent fraudulent attachment of this certificate to any unauthorized document.

RIGHT THUMBPRINT IOptlonall
CAPACITY CLAIMED BY 81ONERl81
INDIVIDUAL ISi
CORPORA TE ______ _
OFFICEAISI _____ _ 4llTU81

PARTNERISI LIMITED

GENERAL

ATTORNEY IN FACT
TRUSTEE ISi

GUARDIAN/CONSERVATOR
OTHER: _______ _
SIGNER IS REPRESENTING:
(Name of Peraon(1I or Entlty(luJ
RIGHT THUMBPRINT IOptionall
... 0
..
12 CAPACITY CLAIMED BY SIGNERISI

DINDIVIDUAL(SI
CORPORATE _ _____ _
OFFICEA(SI ___ ___ _

ITITLESI

PARTNERISI LIMITED

GENERAL
THIS CERTIFICATE Title or Type of Document

ATTORNEY IN FACT
Lease Agreement - Airport Propertj)TRUSTEE(SI

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages ___ Date of Document __________ _ DESCRIBED AT RIGHT:

Signer(el Other Thon Named Above _____________ _
WOLCOTTS .FORM 83240 Rev . 3.94 !p11cc clHs 8·2AI ©, 99 4 WOLCOTT S FORMS, INC . f<I.L PURPOSE ACKNOWLEDGMENT WIT!-! SIGNER CAPACI /REPRESENTATION/TWO FIN GERPRINTS #1 GUARDIAN/CONSERVATOR
OTHER : _ ______ _
SIGNER IS REPRESENTING:
(Nome of Peraon(1) or Entltylieal
,,
EXHIBIT 'A' DAVID L. BERRY AIRPORT GROUND LEASE
NOVEMBER 2005
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llADERA AIRPORT COORDINATE SYSTEM.
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2801 Ai-port Or. SIii. 202
Madera. Caifornil 93637
Oaw1: 559-779-947 4
Mire: 2(5-761-1027
Fax: 559-354--0107
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AIRPORT COORDINAl[ SYSTEM
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~TE Of SUM:Y SEPT. 2005
DRAWN: PAlH c\~05102
DRAWlilG NMIE LEASE 1 ..ct.,g
DRAIIN BY D. Jordan
R£VISION DU£ 10/05/05
EXHIBIT "B"
David L. Berry
Airport Ground Lease No. 1 Description
Madera Municipal Airport
City of Madera
Beginning at the Southwest Corner of section 10, Township 11 South, Range 17 East, Mount Diab lo Base and Meridian Basis of Bearing, the south line of said Section I 0 as S45°05'03"W; thence N36°27'53"W, a distance of 3258.77 feet; thence S25°35'47"W, a distance of 431.29 feet; thence S89°48'37"W, a distance of 440.12 feet to the Point of Beginning; thence S00° 11 '23"E, a distance of 3 .62 feet being the northeast corner of the Airport Ground Lease No. 1, thence S89°48'37"W, a distance of 162.00 feet; thence S00° 11 '23"E, a distance of 180.00 feet; thence N89°48'37"E, a distance of 162.00 feet; thence N00° 11 '23"W, a distance of 180.00 feet to the northeast corner of the Airport Ground Lease No. 1; thence N00°1 l '23"W, a distance of 3.62 feet to the Point of Beginning.

Containing 0.67 Acres more of less.

Michael J. An erson
P.L.S 7027
October 5, 2005 I\Ccs-serverlc\LP\05102 Madera Airpor1 Lease Desc\05102 Ground Lease I Desc doc 1110 7(1:)1
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Ground Lease 1.txt
Parcel name: David L. Berry GROUND LEASE#l
North: 10924.7725 East .
. 11361.4482
Line Course: s 89-48-37 w Length: 162.00
North: 10924.2361 East .
. 11199.4491
Line course: S 00-11-23 E Length: 180.00
North: 10744.2370 East .
. 11200.0451
Line course: N 89-48-37 E Length: 162.00
North: 10744.7735 East . 11362.0443
Line course: N 00-11-23 w Length: 180.00
North: 10924.7725 East . . 11361.4482
Perimeter: 684.00 Area: 29,160 sq.ft. 0.67 acres
Mapcheck closure - (Uses listed courses, radii, and deltas) Error closure: 0.0000 course: s 90-00-00 E Error North: 0.00000 East : 0.00000
Precision 1: 684,000,000.00

Page 1 ends

I
RECORDINC, RE:QUf':STU) BY l'ITY Of-' MADl]\A
AFTER RECORDING PLFi\SE tv1A!L TO :

City of Madera
Madera Municipal Airport
4020 Aviation Drin:

Madera. California 93637
Hecordcd 111 Ollicial Recor, l~rlr.ra Co1111ty 2/271?.006 9:53 AM

MR REBECCA MARTINEZ
Madera County Recorder
CIT Madern City
DocH: 2006008972
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r itler.:
re e ~.

Tax e '?,
Other
F'A I 0
Pages: 26
82 . 00
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_'IC_COMl'UTiol) t,N 1•1/1 ,1. V,\l, " 0 1-' l'll()l'lffin'

CONVEYED OR
__ COMPUTED ON FULL VALUE LESS VALUE OF LIENS
OR ENCUMllllANCES REMAINING AT THE TIMI'. OF
SALE
__ UNINCORPORAWD
LEASE AGREEMENT - AIRPORT PROPERTY #2
DAVID L. BERRY DECEMBER 1, 2005
THIS LEASE ACiREEMENT made and entered into this First day of December, 2005, by and between the CITY OF MADERA. a municipal corporation of the State ot' California, hereinafter called "CITY", ancl DAVID L. BERRY. 413 West Yosemite Avenue.

Suite 106, Madera, CA 93637, hereinafter called "TENANT" .

WlTNESSETH
WHEREAS, CITY is the owner of certain real property situate m the County of Madera, State of California. which is being used l'or airport purposes; and WHEREAS. Sections 37389 and 50478 o[' the Government Code of the State of California authorize a city to lease property owned by it for purposes incidental to aircraft, including construction and maintenance of hangars, service shops and other aircraft facilities; and
WHEREAS. it is the mutual intent and desire of' CITY and Tt•:NANT to enter into a lease of property al the Madera Municipal Airport in accordance with the terms and conditions hereinafter set forth;
NOW THEREFORE. in consideration of the mutual covenants, terms, provisions and conditions hereinafter set forth. the parties hereto agree as follows:

I. Description of Property
CITY hereby leases to TENANT and TENANT hereby leases from CITY on the terms and conditions hereinafter set forth all that portion of City-mvned real properly situated in the County of Madera. State of California. more particularly described as Exhibits "A" and "B" attached hereto and incorporated herein by reference.

2. Term
Except as provided in Paragraph 5 hereof. the term of this lease agreement shall be for a period of Forty (40) years commencing on December 1, 2005 and terminating December 1, 2045, subject to any other provisions for termination provided for herein.

3. Rent
Except as hereinafter provided, the rent for the leased property which TENANT hereby agrees to pay to CITY without deduction or offset at the City Hall, Madera. California, or at such other place or places as may be designated from time to time by CITY is calculated as follows.

Commencing on December t, 2005, rent shall be the sum of Three Thousand Nine Hundred Eighty Five Dollars ($3,985.00) per year (based on $.18 per square foot per year for 22,140 square feet), payable in monthly installments of $332.00 in advance, until the end of the first five years of this lease agreement. At the end of each five-year period the 2 annual rent shall be adjusted 1n accordance with the 1982-1984 based San Francisco-Oakland-San Jose All Urban Consumer Price Index (CPIU) call.:ulated by the Federal Government. The CPIU Index was 203.0 for August 2005. and will he the hase starting Index number. Said adjustments shall he in an amount equal to the percentage increase of said CPIU.

Said rental payments shall not th:creast.: regardless of the CPILJ.

4. Use Purposes
TENANT covenants to construct a steel aircraft storage hangar on the leased property as depicted on Exhibit .. A, •. the net dimensions of which shall be one hundred twenty ( 120) feet wide and one hundred twenty ( I 20) feet deep. TENANT agrees to submit all building plans to the City of Madera Building Division and the Madera Airport Operations Manager for final approval prior to commencement of construction. The hangar shall have a restroom and a sand & grease interceptor constructed inside the hangar walls and plumbed to the sanitary sewer.

Other particular areas of concern include but are not limited to building exterior wall-toproperty line distance. fuel storage tank-to-property line/building, rain gutters and down-spouts, building foundation. fire protection. building materials to be used, and accumulation, handling, and proper disposal of liquid and solid waste materials associated with the permitted use of the property, asphalt and concrete pavement specifications and preservation of surface drainage patterns and protection of Storm Water Pollution Prevention Plan Measures that are now serving the areas underlying and contiguous with the leased property. If final construction plans and specifications for the hangar building and associated asphalt and concrete paving are not completed to the satisfaction of the City and the Airport Operations Manager within Ninet)1 (90) days of the execution of this lease agreement. this lease agreement shall be null 3 and void. If the concrete floor pad for the lrnngar building. is not installed within Two Hundred Seventy (270) days or execution or this lease agreement. this lease agreement shall be null and void. If final construction or the hangar building and ~,sphalt and concrete pavement areas is not completed. including final construction inspection by the City. within Fifteen Months or the execution or this lease agreement. this lease agreement is null and void.

Any and all rent paid hy TENANT to a null and mid date ,viii not be refunded by CITY.

Extensions of deadlines stated in this paragraph 4 may be extended at the sole discretion of CITY for delays caused by circumstances beyond the control or TENANT. If an extension of a deadline becomes necessary. TENANT shall submit a written request for such extension to CITY thirty (30) days prior to expiration of the original deadline.

TENANT covenants to occupy the steel hangar building on the property for the sole purpose of aircraft storage. routine service. maintenance and repair of aircraft owned or leased by TENANT. TENANT shall not use or permit said property. or any portion thereof, to be used for the purpose of selling aviation fuels to the public \\"ithout prior written consent of the CITY.

TENANT shall not use or permit the property or any part thereof to be used as a primary operating base/headquarters/main office etc . for a purely non-aeronautical related business or enterprise, nor allow use of such property by employees of such non-aeronautical business, or for the storage of any parts, supplies and equipment related to non-aeronautical business.

During the term of this lease agreement. all improvements constructed on the leased property by TENANT shall be owned by TENANT until expiration of this lease agreement or until earlier termination of this lease agreement as hereinafter provided. TENANT shall not, however, remove any improvements from the leased property, nor waste. destroy or modify any 4 improvements except as m,iy he permitted hy this lease agreement. Ownership and/or disposition of all such improvements upon expiration or sooner termination of the lease agreement shall be as provided rm in Paragraph 5 us appropriate.

5. Termination
This lease agreement shall terminate at the encl of the term hereof. and TENANT shall have no further right or interest in the leased property or the improvements thereon. The hangar building shall thereupon become the property of the CITY at no cost to the CITY. TENANT agrees to execute a Bill of Sale transferring all rights. interests and ownership of the hangar building to CITY. Said hangar building shall be given over to CITY free of any encumbrances, liens, claims or demands of any nature whatsoe,·er.

6. Utilities
TENANT shall pay for all water. sewer, gas. heat. I ight, power, telephone service, waste disposal and all other services supplied to the property. including coordination with the suppliers of said services and pay the cost of installation and maintenance thereof. if any.

7. Concrete and Aspha lt Paving. TENANT shall install at his sole cost and expense:
5 I. Install rnm:rete pavement in the urea between the southwest end (the front) of the concrett: building pad and the pavt:d apron for the full width of the leasehold (approximately 30 feet by 120 feet). as depicted on E:-<hibit "A".

2. Install asphalt pavement in the area between the northeast end (the rear) of the building pad and the edge of the paved taxi\\.:ay for the ful I width of the leasehold (approximately 23 !eel by 123 feel). Note. No parking will he allowed in this are,1.

8. Maintenance of Property and Improvements
TENANT shall. at his sole cost and expense. keep and maintain the property and improvements thereon. if any. regardless of ownership. and all portions thereof: in safe and sanitary order, in good slate of repair and shall keep the property clean and free of weeds. debris and other unsightly or unsafe matter including. but not limited to. containers and paraphernalia connected with aircraft operations. maintenance and repair. and shall properly dispose of all debris and other waste matter which may accumulate. TENANT shal I provide proper metal containers with proper covers for the temporary keeping of solid or liquid waste on the property.

TENANT agrees to prevent any and all lubricants and cleaning and striping materials from contacting the pavement and storm water runoff system. In connection with TENANT'S permitted use of the property, it is expressly understood and agreed that no aircraft are to be dismantled other than inside the hangar and no outside storage of disassembled aircraft or aircraft parts shall be permitted. TENANT agrees to maintain the property in an acceptable manner as may be required of all other tenants by the Airport Manager. CITY reserves the right to require the ramp area to be cleared of all aircraft for use by others during special events, 6 without compensation to Tl·:N1\N r. im:luding but not necessarily limited to an annual air show and such other special ucti\'ities ns muy be determined by the CITY.

9. Compliance with Laws
TENANT agrees that he \\'ill mH use or permit said property to he used for any unlawful purpose or for any purpose which ,-.,ill injure the reputation or the Madera Municipal Airport of which the property is a part. TENANT shall not commit nor suffer to he committed any waste upon the property. or any public or private nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant of the Madera Municipal Airport of ,...,hich the property is a part. TENANT shall. at his sole cost and expense. promptly observe and comply with all laws, orders, regulations. rules. ordinances and requirements now in force or which may hereafter be in force of Federal. State. County and City governments or other lawful governmental bodies or any of their departments. bureaus or officers having jurisdiction over the property or any of the activities conducted thereon. TENANT agrees to observe and obey during the term of this lease agreement all laws, ordinances. rules and regulations now in effect or promulgated in the future by CITY and/or by any other proper authority having jurisdiction over the conduct of operations at the Madera Municipal Airport. TENANT shall do all things which may be required of him or be deemed necessary on account of the use by TENANT of said property, and TENANT shall and docs agree to pay. at his sole cost and expense. all fines, penalties, damages. costs and expenses that may in any manner arise out or or be imposed because of the failure of TENANT to comply with this paragraph. TENANT shall defend and does hereby agree to save CITY harmless from any damage, injury or loss suffered by reason of any breach by TENANT of this Paragraph 9.
7 I 0. l.:nvironmental lmkmni lication bv I enant
TENANT agrees to indcmnil)'. defend by counsel acceptable to CITY and hold CITY. its appointive and elective boards. commissions. ofliccrs. employees. volunteers and agents (hereinafter in this Paragraph IO only referred to collectively as "City Personnel") harmless from and against and in respect of any and all claims. Jarnnges (including. without limitation. diminution cleticiencies. interest. penalties. attorney's fees and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims. which may be imposed upon or incurred by Landlord or asserted against City Personnel by any other party or parties ( including governmental entities). in connection with any cnvirnnrnental conditions or the remediation of any environmental conditions (hereafter discovered). or any environmental noncompliance arising out of. resulting from. or attributable to. the assets, business, or any claims, expenses. losses. liabilities. etc. resulting from the alleged exposure of any person to environmental conditions. regardless of whether such environrnenrnl conditions or exposure resulted from activities of TENANT or TENANT'S agents. representatives. employees or independent contractors, and the breach of any of CITY'S representations and warranties.

TENANT'S obligations pursuant to this paragraph shall exist regardless of whether CITY is alleged or held to be strictly or jointly and severally liable.

11. Assignment
TENANT shall not assign this lease agreement or any interest therein. and shall not sublet the premises or any portion thereof or any rights or privileges appurtenant thereto or suffer any other person (agents and servants or CITY excepted) to occupy or use the said property or any portion thereof without the prior written consent of CITY. Consent to one assignment, 8 subletting. occupation or use hy another person shal I not he deemed lo be consent to any subsequent ussignmenl. subletting. occupulion or use by ant)lhcr person. Any such assignment or subletting \Vithoul such prior written consent shall be void and shall al the option of CITY terminate this lease agreement. This kase agn:cmcnt shall not. nor shall any interest therein. be assignable as to TENANT'S interest by operation of law without the prior written consent of CITY. TENANT agrees that in the event all or substantially all of TENANT'S assets are placed in the hands of a receiver or trustee :rnd such receivership or trusteeship continues for a period of thirty (30) days. or should TENANT make an assignment for the benefit of creditors, or be finally adjudicated bankrupt. or should TENANT institute any proceeding under the Bankruptcy Act as the same no\v exists or any amendment thereof which may hereafter be enacted. or any other act relating tn the subject of bankruptcy wherein TENANT seeks to be adjudicated bankrupt. or to be discharged of his debts. or to effect a plan of liquidation, composition or reorganization. or should any involuntary proceedings be filed against TENANT under any such b,rnkruptcy by pleading or default, then this lease agreement or any interest in and to the property shall not become an asset in any such proceedings. and in any such event and in addition to any and all rights and remedies of CITY hereunder or by law provided, it shall be lawful for CITY to declare the term hereof ended and for CITY to re-enter the property and take possession thereof and remove all persons therefrom. and TENANT shall have no claim thereon or hereunder.

12. Abandonment
TENANT shall not vacate or abandon the property described herein at any time during the term hereof. If TENANT should abandon. vacate or surrender said property or be dispossessed 9 thereof by prm:css or law or otherwise. any personal property belonging. lo Tl:NANT and left on said property shall he deemed to be abandoned at the option of CITY.

13. Time
Time is of the cssen<.:e for this lease agn:emcnt.

14. Binding on Successors
The covenants. terms. and conditions herein contained shall. suh,iect to the provisions as to assignment. apply to and bind the heirs. successors. executors. administrators and assigns of all the parties hereto and all such parties shall be jointly and severally liable hereunder.

15. Waiver
The waiver by CITY or any breach of any term. covenant. or condition herein contained shall not be deemed to be a waiver of such term. covenant. or condition or any subsequent breach of the same or any other term. covenant. or condition herein contained . The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a \vaiwr of any preceding breach by TENANT of any term. covenant. or condition of this lease agreement, other than the failure of tenant to pay the particular rental so accepted. regardless of CITY'S knowledge of such preceding breach at the time of acceptance of such rent.

16. Right 01· Entry
CITY reserves the right to enter upon the property at a reasonable time for the purpose of making any inspection it may deem expedient or desirable for the proper enforcement of any terms, conditions. provisions. and covenants of this lease agreement. 10 17. Alterations: Removal or Additions
TENANT shall not makL' or allo\1, to be made any additions or alterations on said property or any part thereof. v,ithout approval or CITY or the plans and speci licatiuns therefor tirst had and obtained. Any additions to or alterations of said proper!) except installation of movable furniture and or trndt• tixtures shall become at once a part of the realty and shall belong to CITY .

TENANT shall keep the rrnpcrl) free from any liens ~irising out nf any \\ork performed. materials furnished or obligations incurred by TENANT. In the event that TENANT desires to make any alterations or improvements. plans and specifications thereof shall be submitted to CITY and. if authorized. <.:0111pletion thereof shall be made to the satisfaction of CITY.

18. Insurance
TENANT shall during the term of this lease agreement carry commercial general liability, aircraft liability and propert) damage insurance which shall provide cm·erage for any claim or liability for any injury or damage lo any person or property occurring on the property or arising out of or resulting from TENANT'S operations or omissions on said prope11y or at the Madera Municipal Airport. The policy limits of commercial general liability and aircraft liability shall be not less than Two Million Dollars. Policy limits will be reviewed at five-year intervals and adjusted as required. Such insurance policies shall be in a form which meets with the approval or CITY and shall he underwritten hy a company or companies approved by CITY. S;iid policies shall name the CITY or Madera. its elective and appointive boards, commissions. officers, cmrloyccs and volunteers as additionally 11 insured. and slrnll not in any \\HY limit the rnverage provided by said policy or pnlicies for injury or damage to the persons or property of CITY, its clectiw and appointive boards. commissions. oflicers. employees and volunteers arising or resulting from any wrongful act or omission or negligence on the part of TENANT. his servants and employees. Other insurance of CITY shall not be required to participate with said insurance in the payment of any damages. Said insurance policy. policies or certificates evidencing issuance of the policies required herein shall be filed with the City Clerk concurrently ,vith the execution of this lease agreement and shall include an endorsement precluding cancellation thereof without thirty (30) days prior written notice to the Airport Operations Manager.

TENANT shall. in addition to the insurance above required. provide similar liability insurance coverage during the construction of any and nil improvements made by TENANT upon the property and/or pursuant to this lease agreement. Said policy shall remain in full force and effect until the completion of all of said improvements and the acceptance thereof by CITY.

19. Airport Appropriated by cderal Government
In the event that the Madera Municipal Airport or any portion thereof is appropriated by the Federal Government in a national emergency and as a result thereof civil aircraft are prohibited from using said airport. and as a result thereof TENANT is otherwise prohibited by Federal Law. rule or regulation from using and occupying the property, and TENANT for such reason does not use or occupy said property and TENANT is not compensated for damages caused thereby, then during the period in ,vhich all such conditions exist the rental herein required to be paid shall be suspended. Except for such suspension or rental, each 12 and every provision. term. covenant and conditiDn or this lease agreernL·nt shall remain in force and effect. including. hut not hy ,vay or limitation. TENANT'S obligution to maintain the property. The terms or this lease agreement shall not he extended because of the occurrence of the above conditions.

20. Taxes
TENANT shall take notice the property interest created herein may be subject to taxation and the party in whom the possessory interest is vested (TENANT) may he subject to payment of property taxes on such interest. TENANT shall he responsible for and shall pay all possessory interest tax which may be assessed or levied. if' any. on the property.

21. Hold I larmless Agree111cnt
TENANT agrees to defend and docs hereby hold CITY. its appointive and elective boards, officers. com1rnss1ons and employees, harmless from any and all liability for damages or claims for damages for personal injuries including death to any person or persons as well as from claims for property damage which may arise from TENANT'S occupation and use of said property or any one or more persons directly employed by or acting as agents for TENANT or as contractors of TENANT. TENANT agrees to and shall defend CITY, its elective and appointive boards. officers. commissions and employees, from any suits or actions at law or in equity for damages caused or alleged to have been caused by reason of the aforesaid operations provided, however. that CITY does not and shall not waive any rights against TENANT which he may have by reason of this hold harmless agreement. by reason of acceptance by CITY or deposit with CITY by TENANT of any insurance policies or certificates of insurance described in Paragraph 13 I 8 hercor, and provided further that this hold hurmless agrce1rn.:nt shall apply to ull damages and claims for damages of every kind suffered or alleged to have been suffered by reason of any of TENANT'S operations. whether or not such insurance policies have been determined to be applicable to any of such damages or claims for damages. and is deemed to include uny damages nr injuries to CITY. CITY'S property. officers or employees.

22. Use of Airport Facilities
Subject to the terms and conditions stated herein. it is understood and agreed that TENANT shall have the right to use \.\.ash racks ancJ other facilities off of the property the same as other users on a lirst-corne. lirst-serve basis.

23. Breach of Lease Agreement
In the event of any breach of this lease agreement by TENANT. and after the cure period as provided herein below. TF.NANT is still in breach and it has not been cured. CITY. besides other rights or remedies it may have. shall have the immediate right of re-entry and may remove all persons and property from the property. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of TENANT. Should CITY elect to re-enter as herein provided. or should CITY take possession pursuant to legal proceedings or pursuant to any notice provided for by law, CITY may either terminate this lease agreement or may. from time to time. without terminating this lease agreement. re-let said property or any part thereof l<.)r such term or terms and at such rental or rentals and upon such other terms and conditions as CITY, in its sole discretion, may deem advisable with the right to make alterations and repairs to 14 the said property. Rentals received hy CITY from such re-letting shall he applied first to payment of any indebtedness other than rent due hereunder from Tl:NANT to CITY; second, to payment or rent due and unpaid hereunder: third. to pnymcnt of any cost of such re-letting. and fourth. to the payment of the cost of any alterntions and repairs to the property. The residue. if any. shall he held hy CITY and applied to payment or future rent as the same may become due and payable hereunder. Should such rent received from such re-letting during any period be less than that agreed to be paid during that period by TENANT hereunder. then TENANT shall pay such deficiency to CITY. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of said premises by CITY shall be construed as an election on its part to terminate this lease for any breach. In addition to any other remedy it may ha\'C. CITY may recover from TENANT all damages it may incur by reason of such breach. including the cost of recovering the property and including the 'v\-Orth at the time of such termination. of the excess, if any. of the amount of rent and charges equivalent to rent reserved in this lease agreement for the remainder of the stated term over the then reasonable rental value of the stated term.

The failure or delay by TENANT to perform any term or provision of this lease agreement constitutes a default under this lease agreement. TENANT shall immediately commence to cure. correct or remedy such failure or delay, and shall complete such cure, correction or remedy within thirty (30) days from the date written notice of such default is sent to TENANT by CITY. During any period of cure. correction or remedy.

TENANT shall not he in default.
15 CITY shall give written notin: or default to TENANT. spccil)'ing the default alleged by the CITY. Except as rcquin:d to protect against further damages. and l.!xccpt as otherwise expressly provided above. the CITY may not instilllte proceedings against the TENANT in default until thirty (]0) cakmlar d.iys after giving such notice. Failure or delay in giving such notice shall not constitute a waiver or any defoulr. nor shall it change the time of the default.

Except as othernise expressly pro\'ided in this knse agreement. an) failure or delay by CITY in asserting any or its rights or remedies as to TFNANT"S default shall not operate as a waiver of such right or remedies or deprive CITY of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

Whenever the CITY delivers any notice or cienrnnd to the TLNANT ,,ith respect to any breach or default by the TENANT under this lease agreement. the CITY shall at the same time deliver a copy of such notice or demand to each holder of record of any security interest authorized by the CITY under this lease agreement. Each such holder shall (insofar as the rights of the CITY are concerned) have the right at its option. within fortyfive (45) calendar days after receipt of the notice. to cure or remedy. or to commence to cure or remedy. any such default and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing in this lease agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of any building or relnted improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly 16 ussumed thr Tl:N/\NT"S oblig.itions to the CITY hy ,vrillrn agreement satisfactory to the CITY. In that event. the holder must agree to complete. in the manner provided in this lease agreement, that portion or the Project or related impro"ements to which the lien or title of such holder relates. and must submit evidence satisfactory to the CITY that it has the qualifo:ations and linancial nbility to perl'orrn such obligations.

24. Airport Restrictions
Its is hereby expressly understood and agreed that this lease agreement is subject to all applicable terms and conditions of that certain instrument of release dated September 7. 1962. executed by the Administrator of the Federal Aviation Agency acting on behalf of the United States of America. recorded September 20. 1962. in Book 839, at page 540, Official Records of Madera County, California, and particularly the following reservations. covenants and conditions. to which TENANT hereby agrees to be bound:
a. ·'There is hereby reserved to the City or Madera. California. its successors and assigns. for the use and benefit of the public. a right of flight for the passage of aircraft in the airspace above the property herein leased, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft. now known or hereafter used for navigation of or flight in the air. using said airspace or landing at taking off from. or operating on Madera Municipal Airport.
b. The TENANT by accepting this lease agreement expressly agrees for itself, its successors and assigns. thnl it will not erect nor permit the erection of any structure or object nor permit the growth or any tree on the properly leased 17 hereunder aho\'L' a mean sea h.:, cl elevation of 348 fret. In the event the aforesaid covenant is breached, the City of Madera, California reserves the right to cnt1:r on the property knscd hereunder and to rernow the offending structure or ob,iect and to cut the offending tree. all or ,,vhich shall be at the expense of ·11-:NANT.
c. The TENANT by accepting this lease agreement expressly agrees for itself. its successors nnd assigns. that it ,,ill not 1rn1kc use l)f the property in any manner which might interfere with the landing and taking off of aircraft from said Madera Municipal Airport or otherwise constitute an airport ha~ard. In the event the aforesaid covenant is breached. the City of Madera, California. reserves the right to enter on the property leased hereunder and cause the abatement of such interference at the expense of the TENANT. 25 . Condemnation Clause
If any part of the property shall be taken or condemned for a public or quasi-public use, and a part thereof remains which is susceptible of occupation hereunder. this lease agreement shall, as to the part so taken, terminate as of the date title shall vest in the condemnor, and the rent payable hereunder shall be adjusted so that TENANT shall be required to pay for the remainder of the term only such portion of such rent as the value of the part remaining after the condemnation bears to the value of the entire property at the date of condemnation; provided, however, in such event CITY shall have the option to terminate this lease agreement ns of the date when title to the part so condemned vest in the condemnor. If all the property. or such part thereof be taken or condemned so that 18 there docs not remain a ponion susceptibk or occupution hereunder. this lease agrecmt:nt shall thereupon terminate. If a part or all of the property should b~· taken ur condemned. all compensation awarded upon such condemnation or taking shall go to the CITY and TENANT shall have no claim thereto and TENANT hereby irrevocably assigns and transfers to CITY any right to compensation or damages to which TENANT may become entitled during the term hereof by reason or the condemnation of all or a part of the property.

26. Litigation lnvo lvin u Lease Agreement
In the event that CITY is made a party to any litigation concerning this lease agreement or the property by reason or any act of omission b1 TENANT. TENANT promises to hold CITY harmless and indemnify CITY from all loss or liability. including reasonable attorney's fees necessarily incurred by CITY in such litigation. The foregoing sentence shall not apply in the event defense of CITY in nny suit is provided for by any insurance carrier. In case suit shall be brought for unlawful detainer of said property. for the recovery of any rental due under the provisions hereat~ or because of the breach of any other covenant, term. condition or provision herein contained on the part of TENANT to be kept or performed. and CITY prevails therein. TENANT shall pay to CITY a reasonable attorney's fee which shall be fixed by the Court; provided, however, in the event either party finds it necessary to institute suit for any other purpose in connection with the terms of or the enforcement of this lease rigreemcnt. it is agreed that the prevailing party shall collect from the losing party recJsonahle attorney's fees which shall be fixed by the Court, plus actual costs or suits incurred. 19 27. Non-Discrimination
TENANT for himself. his personal representatives. successors in interest. and assigns, as part of the consideration hcrcor does hereby covenant and ngree as a covenant running with the property. that:
a. No person on the grounds of race, color. or national origin shall be excluded from participation. denied the benefits of, or be otherwise subjected lo discrimination in the use or said facilities:
b. In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in. denied the benefit of. or otherwise be subjected to discrimination:
c. TENANT shall use the property in compliance ,.,.jth all other requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department of Transportation. Subtitle A, Office of the Secretary, Part 2 I, Non-discrimination in Federally assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended:
d. Notwithstanding any other provisions of this lease agreement, in the event of breach of any or the above non-discrimination covenants. the City of Madera shall have the right to terminate this lease agreement and to re-enter and repossess said property and the facilities thereon, and hold the same as if said lease agreement had never been made or issued.
20 28 .. Self'-1,. ueling, or Aircral't and Fu1..•l Flnwagc h.:c TENANT is authorized to scll'-fut!I aircraft that he may own or lease and arc stored on the leased premises.
ln the conduct of self-l'ueling his aircraft. TENANT shall pay a Fuel Flowage fee for all aircrati fuel brought onto the Mac.kra Municipal Airport in hulk quantities. The llowage fee shall be in accordance v,ith the current City Council Resolution .... "[stablishing rates and charges for use of facilities and maintenance of activities at Madera Airport. .. . " City Council Resolution #05-63 effective March 16. 2005. establishes the strirting fuel flowage fee of $.06 per gallon for this rigrecmcnl. TENANT shall provide the Airport Operations Mrinager with copies of all bulk fuel delivery invoices within five days of TENANTS receipt of such invoices from the fuel. provider. Flowage fees will be verified by the City of Mridera Finance Department and added to TENANT'S next monthly ground rent billing.

Effective the clay and year first above written.
21 ATTEST:
, 11\ M Ir ~ WJx»v ~-------- CIT~K Sonia Alvaz
APPROVED AS TO FORM:

STATE OF CALIFORNIA)
)

COUNTY OF MADERA )

CITY OF MADERA
a Municipal Corporation or
the State of California
~ C &?(
MAYOR Gordon E. Skeels
TENANT: k ~ /I-If -J
DAVID L. B~ ~
On the ~ day of ,Joy. . 2005, before me. Sonia Alvarez, City Clerk of the City of Madera, personally appeared 610/lWV\ £, S't.ltls personally known to me (or proved to me on the basis or satisfactory evidence) to he the person(s) who narne(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that hy his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the instrument.

WITNESS my hand and official seal.
. w.v tuu
ONTA ALVAREZ. City C~
City of Madera 'c:J--
State of California ----------------- County of Madera - -------------- On __ 1_1_1_15...,./...,0.,.5...__before me, Betty J. Beaird, Notary Public IOATEI INAMEfTITLE OF OFFICEA•i.o." JANE 00£, NOT ARY PUeuc·, personally appeared -----=D=av..:;..:,;id:......:L::..:•:......:B:.::e=-=r-=-r .... y ______ _ INAMEISI OF SIONERISII D personally known to me -OR- D proved to me on the
basis of satisfactory evidence to be the
person(.t) whose name(.8'} 1s/afe subscribed to the
within instrument and
acknowledged to me that
he/she/they executed the
same in his/her/theif
authorized capacity(-+e-5-}, and that by his/her/their
signaturets'} on the
instrument the person(.t),
or the entity upon behalf
of which the person{.s') acted, executed the
instrument.

Witness my hand and official seal.
(SEALI

ATTENTION NOT ARY
The informati~ requested below and in the co lumn to the right is OPTIONAL.

Recording of this document is not required by law and is also optional.

It could, however, prevent fraudulent attachment of this certificate to any unauthorized document.

THIS CERTIFICATE

MUST BE A TT ACHED

TO THE DOCUMENT
DESCRIBED AT RIGHT:

Trt.le or Type of Document Lease Agreement - Airport
Property #2
Number of Pages ___ Date of Document __________ _
Signerlsl Other Than Named Above _ ____________ _
WOLCOTT$ FORM 83240 Rev . 3-94 Ip• c• clu1 8-2AI (01994 WOlCOTTS FORMS, INC .

All PUf\POSE ACKNOWl.,EOOMENT WITH SIGNER CAPACITY/REPRE SENTATION/TWO FINGERPI\INTS RIGHT TiiUMBPf\lNT (Optlon•II
CAPACITY CLAIMED BY &I0NER(SI
INDIVIDUAL ISi
CORPORA TE ______ _
OFFICEA(SI --...,,,,'"',r~u=81 _ _ _

OPARTNERISI LIMITED

GENERAL

DA TTORNEY IN FACT

OTAUSTEEISI

GUARDIAN/CONSERVATOR
O0TiiER: _______ _
SIONER IS REPRESENTING:
(Name of Peroon(ol or Entity(iHI
RIGHT TiiUMBPRINT (Optionell
...
0 ..
~
CAPACITY CLAIMED BY SI0NERISI

OINDIVIDUAL(SI

CORPORATE ------ -
0FFICER(S) ___ ___ _
!TITLES!

OPARTNERIS) LIMITED

GENERAL

DA TTORNEY IN FACT
TRUSTEE ISi

GUARDIAN/CONSERVATOR
OTHER: --------
SIGNER IS REPRESENTING:

INama of Per1onl1) or Entltylieel

EXHIBIT 'A'
:.

DAVID L. BERRY AIRPORT GROUND LEASE #2
NOVEMBER 2005
•• '>· -: • • :. , ~ ~~zsc .; :::::· ·; _.: ; _ .. ': ':,·</::;,' -'">; '··:. . .. ···:· . •• ••• ~. • .- •••• ••• , • :. ·.. • • •, • • ' •• •• · • .. :.' ~--. · •• •. _' . · · . . : : . •: .• ,._ .: . ~ .; ·· :. ' . · . -STAI.IPED MAD AIR •• ,· •. :. ·:.:. -~· -,: • ~- .• _ •: .. ,-.· :- •. :·=toGE OF T~IWAY ·:··5 · . :. ......... ,• .. ··:., ... : :· . , . ··sEi' BRASS .CAP .FLUSH, •• .' -SET BRASS CAfl FLUSH • • • _. • '' • ._ ••• _. • , ' • ,. • •• '· · · ·' ' •••• • • • · · - ' . • ·. · · ' ·[ POINT OF BEGINNING - .:: .--. ~STAMPED MAD AIR '·.:·. -:-_· . ·' .. .- .· .;· •. • .. ... : _ :-_ _,__ ·· ~ . -~ .. -· ~:·-:• . "• _' ._.: ._: .• .. ·' K - :- ;Ii
58 •~-,~w ,;,
00 .-- • __,,ff 'I:·~~:~". ; ::~ S8S'48"3".W 440.,z---- G .·. 1 r ·1 r ·:: ::_: ,:;:-:? ----
,-., LAY-OUT CONTROL LINE S89'48'37'W 320.00'
'-' --.r--ASPHAI..T PAVING~
9"48'37'W 123
1//
1/

GROUND LEAS
0 The area = 22, 1 <KJ/ 0 '! ~·;///! I ;....
~1/~ROPOSED
120.00' X )20.00'
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EXIISTING GROUND LEASE #1
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SURVEY CONTROL DATUM
HORIZONTAL {BASIS OF BEARINGS):
llADERA AIRPORT COORDIHATE SYSTEM.
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Maoera, Caifomia 93637
David: ~~9'74
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MTE OF SURVEY SEPT. 2005
DRAWN. PATH c\LP\05102
DRAWING NAME I.DSE2.dwg
ORAIIN BY 0. Jordan
RE.'1ISl0N Do\TE 10/05/05
IN
EXHIBIT "B"
David L. Berry
Airport Ground Lease No. 2 Description
Madera Municipal Airport
City of Madera
Beginning at the Southwest Comer of Section 10, Township 11 South, Range 17 East, Mount Diab lo Base and Meridian Basis of Bearing, the south line of said Section 10 as S45°05'03"W; thence N36°27'53"W, a distance of 3258.77 feet; thence S25°35'47"W, a distance of 431.29 feet; thence S89°48'37"W, a distance of 440.12 feet to the Point of Beginning; thence S00°1 l '23"E a distance of 3.62 feet; thence S89°48'37"W a distance of 162.00 feet, being the northeast comer of the Airport Ground Lease No. 2; thence continuing S89°48'37"W, a distance of 123.00 feet, thence S00°1 l '23"E, a distance of 180.00 feet; thence N89°48'37"E, a distance of 123.00 feet; thence N00° l l '23"W, a distance of 180.00 feet, to the northeast comer of the Airport Ground Lease No. 2; thence N89°48'37"E, a distance of 162.00 feet; thence N00°1 l '23"W, a distance of3.62 feet to the Point of Beginning.

Containing 0.51 Acres more of less.

Michael J. Anderson
P.L.S 7027
October 5, 2005 \\Ccs-scrverlc\LPI0S 102 Madera Airpo~ Lease Desc\05102 Ground Lease 2 Desc doc \.. LAlvo .
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fin 7027 'P '9~
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1._~1 ,
Ground Lease 2.txt
Parcel name: David L. Berry GROUND LEASE#2
North: 10924.2363 East . 11199.4491
Line Course: s 89-48-37 W Length: 123.00
North: 10923.8291 East . . 11076.4498
Line course: S 00-11-23 E Length: 180.00
North: 10743.8300 East . 11077.0458
Line course: N 89-48-37 E Length: 123.00
North: 10744.2373 East . 11200.0451
Line course: N 00-11-23 w Length: 180.00
North: 10924.2363 East . . 11199.4491
Perimeter: 606.00 Area: 22,140 sq.ft. 0.51 acres
Mapcheck closure - (Uses listed courses, radii, and deltas) Error closure: 0.0000 course: s 90-00-00 E Error North: 0.00000 East : 0.00000
Precision 1: 606,000,000.00

Page 1 ends

EXHIBIT 'A' DAVID L. BERRY AIRPORT GROUND LEASE #2
NOVEMBER 2005
:.::5~2:~,;~~:.;,·~:~4~::~.:~L:·:::~:: ,:_~::?•;~;'·;,:>: '.-~:; ·f ,::w~~ ~~: : __ ,__ • • •• ·STAMPED MAD AIR • .• ~- • · •• · •. ;· · •. · • • • : • _.. •• • ··· • • .. -: • · ., _ _. • ·• • ·• • •. . POINT Of BEGINNING , •• · . ,;. .. ~·· • - .. . . • . - . . . : . . . -·· . . ' :
g_... ½ ---.r--ASPHAI..T PAVING~ :.....::=:~::- ·. . , . . .. . _.., .••• , . •• S89'48'37"W 4-40.12-...._ I ~ ~ LAY-OUT CONTROL LINE S89"48'37"W 320.00' •• •• •• ·. : .. \ • lbZ" ~j.~,2~.k/-.;(J~--~-·. -- sag-~•3.rw ,;2.~o·--• N - • > -.~ - -< :' .-·: · ~ ~-- :··-:--. ··:- --- --- - G ;- ~ ~ • ..• •• . ·· .-, ... ; .. ·-~ 1--=.tl,._-·. I I . .. •• •. • • • • ~ • / GROUND LEASE #2 / I ,_,, -:·.\: '.: ~- · ..... ·_·;,: ·-.. -~ :··· . 0 1/The oreo = 22,;.W, / 0 ."' .... ·,: -, ••·.·'-
1 1
!¾''\"~"?//! ~PV6~K EXIISTING GROUND LEASE,,
1 1
·:;:~r~-~---·~_:·-· ,_,, PROPOSED HANGAR ½ • ·• ·- ·
;::'. l20.00' X 120.00' /~ .·.• .....
i ~ , , , , : ·. ·: ·_ ..• ~- '
·. ~ .. :_ . ;. . • ·- ••••
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CONCRETE <-< l <1 V APPROACH q 4 . _. . __ •. -., _. ··,·: : · - _· .•. . . -:1 ... <1 ' I .-. •. . · . . . , .. . . . • .... · .. •. ·< :.E>GE OF TAXIWAY _··:{:_.·-··. '·:),;'.'':\ :/ :;:-':: '.:: :.: ::,;\f > • ··•• .<> ><. '- <';; ::::r : ::, . • :·_,:-:::; ,:. N0Rl1i PER""°""' ·-· . fk . -.N89"48'37"E123.00'· · ~ : . . .-,.-... . - •••• ·: .. _- . .-.. ·._ • •. ·_ .• .. - . .-. ·.· ··.- ... ,-- ·.;·. - .. ·, ·.· AIRPORTCOOROINATESYSTDI '::>'.¥ •':,:~.::::'/:~> : • ;, __ ::~;.}--:~_:::;-~~-: _'.: ~'.·: ; •. -~ :< '. .. :.• _-: :,:D. ~-:• ·•=,.~RT - -. .: .. • • :"; • • : •
4 I .;
·-. .~. .

SURVEY CONTROL DATUM
HORIZONTAL (BASIS OF BEARINGS):

MADERA AIRPORT CODRDIHATE SYSTEM.
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C -: • •ll ~ a i a
Co 111u~ .. c:,1.ft .

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2801 Ai-po,! Dr. Sle. 202
Madetl,Caibnia93637
Oa,,id:~'TnlH74
Mb: .m-761-1027
Far ~35'-0107
www.cc:stne)'ing.net
DAlE OF SURVEY
DRAWN; PAlH

DRAWING NAME
0IWrN BY
RE.VISION D4TE
SEPT. 2005
c\LP\05102
I.EASE 2-dag
0 . .Ionian
10/05/05
TN
I. Install cum.:n:tc puwment in the an:a between the southwest end (the front) of the concn:tc building pad and tht.: paved apron for the full width of tht! leasehold (approximately 30 feet by 120 feet). as depicted on Exhibit "A".

2. Install asphalt pavement in the area between the northeast end (the rear) of the building pad and the edge of the paved taxi\',:ay for the full width of the leasehold (approximately 23 rect by 1 ~:, fret). Note. No parking will he allowed in this arc~1.

8. Maintenance of Property am! Im provements
TENANT shall. at his sole cost and expense. keep and maintain the property and improvements thereon. if any. regardless of O\,vncrship. and all portions thereof: in safe and sanitary order, in good state of repair and shall keep the property clean and free of weeds. debris and other unsightly or unsafe matter including. but not limited to. containers and paraphernalia connected with aircraft operations. maintenance and repair. and shall properly dispose of all debris and other waste matter which may accumulate . TENANT shall provide proper metal containers with proper covers for the temporary keeping of solid or liquid waste on the property.

TENANT agrees to prevent any nnd all lubricants and cleaning and striping materials from contacting the pavement and storm water runoff system. In connection with TENANT'S pe1mitted use of the property, it is expressly understood and agreed that no aircraft are to be dismantled other than inside the hangar and no outside storage of disassembled aircraft or aircraft parts shall be permitted. TENANT agrees to maintain the property in an acceptable manner as may he required of all other tenants by the Airport Manager. CITY reserves the right to require the ramp area to be cleared of all aircraft for use by others during special events, 6 REPORT TO CITY COUNCIL
Approved by: Council Meeting of: May 1, 2024
_________________________________ Agenda Number: D-2
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Parks & Community Services Department Budget Adjustments Request FY 23/24 RECOMMENDATION:

Adopt a Resolution Amending the City’s Fiscal Year 2023/24 Budget Approving a Related Expenditure Line Related to the Installation of Musical Equipment at McNally Park for $40,075 SUMMARY:

Recent improvements to McNally Park have been funded by the Community Development Block Grant (CDBG). City staff procured musical equipment for the expansion of the playground amenities and play area, with a need to appropriate funds to cover expenses related to the installation of the equipment. Contingency matters in the form of additive change orders for the basketball courts project encumbered the funds intended to cover the installation.

DISCUSSION:

The City was awarded $609,307 in CDBG funding towards improvements at McNally Park. During planning for improvements at the park, it was determined the improvements would be phased in, with a minimum of two phases. Phase 1 would include improvements to the playground area with new playground equipment and amenities. Phase 2 would include improvements to the basketball courts. Should funding permit, additional improvements would be made to the park thereafter.

Phase 1 had a total cost of $248,011.28, which includes the cost of new playground equipment, demolition of existing equipment, new park amenities (tables, benches, grills, water fountains), new playground fencing, playground inspection, and general landscaping improvement costs.

Phase 2 had an initial expected cost of $218,353, which includes the cost of demolition of existing basketball courts, and the building two new high school-size basketball courts, with brand new court amenities (backboards, poles, netting).

This resulted in a balance of $101,114.42 initially, from the total grant award of $609,307.

During Phase 2, a change order in the amount of $35,943.89 was approved for additional work for the construction of the basketball courts. This brought the available balance for additional improvements at the park to $65,170.53.

Before the change order was known or approved though, staff initiated securing a purchasing agreement quote for the procurement of musical instrument equipment to build on the improvements to the playground area at the park. Expanding on Phase 1. This purchase resulted in a cost of $59,922.99. Staff initially planned for the installation of the equipment during Fiscal Year 2024/2025, budgeting for installation costs accordingly. It has since been confirmed the installation of the musical equipment should occur as soon as possible to avoid any damage or exposure to the elements of the safety surfacing material that was part of the purchase.

Inclement weather can cause damage to the materials, making them unsuitable for installation, and the City would have to pay to replace any unusable material. The equipment is being stored in the City’s corporation yard, indoors for now, but the material must be removed due to limited storage space, anticipated additional equipment to be delivered for parks maintenance and other projects, as well as to prevent any unforeseen damage or exposure to the material in any way.

The equipment must be installed immediately, so that any potential damage to the equipment or surfacing material is prevented, causing additional costs.

FINANCIAL IMPACT:

Staff is requesting a budget adjustment in the total amount of $40,075 for the installation of the musical equipment purchased for McNally Park. The musical equipment itself had a cost of $59,922.99. This includes a variety of free-standing musical equipment and pour-in-place surfacing material. Together, this increase to amenities at McNally Park would result in an additional investment to the park, with previous improvements solely funded by the CDBG award of $609,307. The CDBG award expenditure breakdown is captured in Table 1 below.

Table 1: CDBG Award of $609,307 for McNally Park Improvements Expenditure Phase 1 – Playground and Park Amenities Costs Amount
Superior International Industries $239,244.92
Certified Playground Safety Inspection $1,854
Landscaping, Concrete Bordering for Playground & Park $6,912.36 Musical Area Equipment $59,922.99
Total Costs of Phase 1 $307,934.27
Phase 2 – Basketball Redesign and Reconstruction
O’Dell Engineering – Task Order $39,500
IFB 202324-24 Advertisement $2,236.60
Juarez Brothers General Engineering, Inc. $254,299.89
Total Cost of Phase 2 $296,036.49
Minor Repairs, Paint, and Plantings $3,497.06
Grant Management $1,839.18
Total Expenditure $609,307
Grant Award $609,307
Balance Remaining $0.00
ALTERNATIVES:

Council may elect to request additional information be provided for any part of this request.

Council may also elect to deny the requests altogether. These projects would be presented for consideration in the Fiscal Year 2024/2025 citywide budget.

ATTACHMENTS:

1. Resolution – Amending the City’s Fiscal Year 2023/24 Budget Approving a Related Expenditure Line Related to the Installation of Musical Equipment at McNally Park for $40,075
a. Exhibit A – Budget Adjustment
ATTACHMENT 1
Resolution – Budget Adjustment
Exhibit A – Budget Adjustment
RESOLUTION NO. 24-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA, CALIFORNIA AMENDING THE CITY’S FISCAL YEAR 2023/24 BUDGET

APPROVING A RELATED EXPENDITURE LINE RELATED TO THE
INSTALLATION OF MUSICAL EQUIPMENT AT MCNALLY PARK FOR $40,075 WHEREAS, the City Council previously adopted a City-wide Budget for the 2023/24 Fiscal Year; and
WHEREAS, the Parks & Community Services Department is requesting to amend the Fiscal Year 2023/24 Budget to approve an expenditure of $40,075 for McNally Park musical equipment installation; and
WHEREAS, the installation of the musical equipment at McNally Park should occur as soon as possible to alleviate storage needs and potential damage to the surfacing material; and WHEREAS, this budget adjustments would be funded by the General Fund.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:

1. The foregoing recitals are true and correct.

2. The appropriations for the items listed in Exhibit A, attached hereto, are approved.

3. A signed copy of this Resolution shall be placed on file in the office of the Director of Financial Services, who shall prepare the entries necessary to reflect budget changes identified in the City’s accounting system.

4. This Resolution is effective immediately upon adoption. * * * * * * * *
Exhibit A – Budget Adjustment

ORG OBJECT
FUND CODE CODE DESCRIPTION (+) (-)
General Fund / Parks Maintenance 10206100 7040 Parks/Facilities Equipment 40,075 $ - $ 40,075 $ -

EXHIBIT A

CITY OF MADERA
Budget Appropriations: Res. 24-______
Budget Adjustments for Fiscal Year 2023/24
1 REPORT TO CITY COUNCIL
Approved by: Council Meeting of: May 1, 2024
_________________________________ Agenda Number: ___________ Keith Helmuth, City Engineer
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Amendment No. 3 to Agreement with Carollo Engineers, Inc. for Professional Engineering Design Services for a Water Storage Tank, Pump Station, and Transmission Main RECOMMENDATION:

Adopt a Resolution Approving Amendment No. 3 to Agreement with Carollo Engineers, Inc. for Professional Engineering Design Services for a Water Storage Tank, Pump Station, and Transmission Main for $1,967,389
SUMMARY:

Carollo Engineers, Inc. (Carollo) was selected to perform the engineering design services for the new water storage tank in northeast Madera following a Request for Qualifications/Request for Proposals procurement process. On September 5, 2018, Council approved an agreement with Carollo for professional engineering design services for a new water storage tank, pump station, and transmission main, for a total fee of $362,430. The initial agreement with Carollo covered the preliminary design, alternatives analysis, site selection and environmental services sections of the work. It was noted at the meeting that the scope of work for the original agreement only covered the initial preliminary design phase and environmental review. The final design contract award would be completed at a later date through an Amendment to Agreement.

On April 21, 2021, the City approved Amendment No. 1, which extended the agreement to December 30, 2022. Delays to the identification of property related to this project necessitated the extension of the agreement.

On March 1, 2023, the City approved Amendment No. 2 to the agreement. Delays in purchasing real property related to this project required the agreement’s extension to April 25, 2024.

D-3
DISCUSSION:

The scope of work for the original agreement with Carollo covered the preliminary design phase and environmental review. On September 5, 2018, Staff reported that detailed design and bidding support services would be included in a future contract amendment after the preliminary design has been completed and approved by Council.

Early in the process, Carollo coordinated with Akel Engineering, the City’s Water Master Plan and Modeling Consultant, for projected system demands and modeling analyses. Council was presented with tank sizing, configuration, and phasing options following the meeting with Council, direction was provided to move forward with planning for construction of a 2.5 million gallon concrete tank with provisions for expansion to a second tank at some future date when needed.

Most recent efforts have focused on tank location and evaluation of potential sites. The City is pursuing land acquisition for the tank site. The process for acquiring land is lengthy and requires site selection, appraisals, and offers to acquire property. The land acquisition process must be completed prior to the final design work. The City has made an offer for the selected tank site and, if accepted, should have possession of the property by June 2024.

The scope of work under Amendment No. 3 to Agreement includes field investigations, 60, 90 percent and final design; engineering support during bidding and construction; and project management. The cost for these work activities is $1,967,389. The fee proposal is significantly higher than anticipated in 2018 primarily for two reasons:
 The consultant is allowed to adjust their fee schedules from the original 2018 fee schedule and Carollo’s average hourly rates have increased over 20%. The higher salaried employees saw an increase of 35% and there are a lot of hours attributed to those engineers. Unfortunately, this is a common trend in the engineering consulting industry due to inflation and high demands for services.
 Another reason for the significant jump is the project now includes the transmission pipeline from Love’s well to the tank site – an increase of 9,550 lineal feet of pipeline over the original scope of 3,450. The scope of engineering services includes survey, right of way documents, design, bidding and construction support for this additional pipeline as well. The fee for this effort now represents approximately 30% of the amendment amount of $1.967 million.

The amendment includes a contingency budget of $200,000 for additional engineering services that may be needed under this contract but not known at this time. The contingency budget can only be accessed with prior approval of the City Engineer.

FINANCIAL IMPACT:

Funding for the new Water Storage Tank, Pump Station and Transmission Main is included in the Fiscal Year 2023/24 Capital Projects Budgets from Water Utility Funds (i.e., water utility ratepayers). Staff identified $2,500,000 in the City’s Capital Project budget for said improvements.

ALTERNATIVES:

Should Council not approve the Amendment, further direction would be needed for Staff to proceed with the Project.

ATTACHMENTS:

1. Resolution
Exhibit A – Amendment No. 3 to Agreement
Attachment 1
Resolution
RESOLUTION NO. 24 - _______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA
APPROVING AMENDMENT NO. 3 TO AGREEMENT WITH CAROLLO
ENGINEERS, INC. FOR PROFESSIONAL ENGINEERING DESIGN SERVICES

FOR A WATER STORAGE TANK, PUMP STATION, AND TRANSMISSION

MAIN FOR THE CITY OF MADERA
WHEREAS, the City of Madera has identified in the 2014 Water System Master Plan a new ground-level storage tank, pump station and associated transmission mains in northeast Madera (Project); and
WHEREAS, the Project is included in the FY 2023/24 Budget for Capital Projects: and WHEREAS, the City of Madera entered into an agreement on September 5, 2018 with Carollo Engineers, Inc. for professional engineering design services for the Project (Agreement); and
WHEREAS, the City of Madera entered into an Amendment No. 1 to Agreement on April 21, 2021 with Carollo Engineers, Inc. to extend the terms of the agreement to December 30, 2022; and
WHEREAS, the City of Madera entered into an Amendment No. 2 to Agreement on March 1, 2023 with Carollo Engineers, Inc. to extend the terms of the agreement to April 25, 2024; and
WHEREAS, it is necessary to extend the term of the Agreement to complete the scope of work as defined in the Agreement, to update the fee schedule and to increase the scope of work to include final design of the water tank, pump station and water pipeline.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MADERA hereby finds, orders, and resolves as follows:

1. The recitals listed above are true and correct.

2. The City approves Amendment No. 3 to the Agreement with Carollo Engineers, Inc. for Professional Engineering Design Services Agreement, a copy of which is attached hereto as Exhibit “A” and incorporated by reference.

3. The Resolution is effective immediately upon adoption. * * * * * * * * * * *

EXHIBIT A
Amendment No. 3 to Agreement with Carollo Engineers for Water Storage Tank, Pump Station, and Transmission Main

AMENDMENT NO. 3
AGREEMENT WITH CAROLLO ENGINEERS, INC., FOR PROFESSIONAL ENGINEERING DESIGN

SERVICES FOR A WATER STORAGE TANK, PUMP STATION, AND TRANSMISSION MAIN FOR

THE CITY OF MADERA
This Amendment No. 3 to the Professional Engineering Services Agreement (“Amendment No. 3”) is entered between the City of Madera, a Municipal Corporation (“City”), and Carollo Engineers, Inc., located in Fresno CA, (“Consultant”).

R E C I T A L S
WHEREAS, on September 5, 2018, City and the Consultant entered into an Agreement for professional engineering services for preliminary engineering and environmental consulting services (“Agreement”) for a water storage tank, pump station, and transmission main (“Project”); and
WHEREAS, on April 21, 2021, City and the Consultant entered into an Amendment No. 1 to Agreement for professional engineering services for a water storage tank, pump station, and transmission main (“Amendment No. 1 to Agreement”) to extend the contract completion date to December 30, 2022; and
WHEREAS, on March 1, 2023, City and the Consultant entered into an Amendment No. 2 to Agreement for professional engineering services for a water storage tank, pump station, and transmission main (“Amendment No. 2 to Agreement”) to extend the contract completion date to April 25, 2024; and
WHEREAS, City requested a proposal for engineering services for the next phase of the Project based on the recommendations from the preliminary engineering phase; and WHEREAS, Amendment No. 3 to Agreement is necessary to revise the Scope of Work, Term, and Compensation for the additional engineering services.

A G R E E M E N T
Based on the foregoing recitals, the Parties hereto mutually agree as follows:

A. SECTION 2. SCOPE OF WORK is amended to read in its entirety as follows:

CONSULTANT shall provide the professional engineering services as set forth in EXHIBIT A, “Scope of Work”, attached hereto and incorporated by reference.

Additionally, CONSULTANT shall provide the professional engineering services as set forth in ATTACHMENT A, “Carollo Engineers, Inc. Scope of Work”, attached hereto and incorporated herein by reference. To the extent there is a conflict between EXHIBIT A and ATTACHMENT A, ATTACHMENT A shall prevail.

CONSULTANT accepts full responsibility for the scope of services provided by subconsultants necessary for delivery of the project. CONSULTANT shall comply with applicable City of Madera design standards and requirements as directed by the CITY and applicable State and Federal Requirements.

B. SECTION 5. COMPENSATION is amended to read as follows:

The basic fee based on the estimated hours of work shown in EXHIBIT B, “Manpower Schedule and Fee Summary”, attached hereto and incorporated by reference, for the work tasks itemized in the Scope of Work is $297,584.00.

The fee based on the estimated hours of work in ATTACHMENT A “Carollo Engineers, Inc.

Scope of Work” for this Third Amendment is $1,967,389. The Total Contract amount, including the Original Contract ($392,430 including extra services) and Amendment Nos. 1 through 3, is $2,359,819.

CITY and CONSULTANT agree on the rates shown in Attachment A “Carollo Engineers, Inc., Fee Schedule” dated January 1, 2023, which shall be applicable to all work commencing January 1, 2023. It is understood and agreed by both parties that all expenses incidental to CONSULTANT’S performance of services, including travel expenses, are included in the basic fee shown in EXHIBIT B.

C. SECTION 7. EXTRA SERVICES is amended to read in its entirety as follows:

CITY agrees to pay CONSULTANT for extra services not contemplated hereunder as set forth in the Scope of Work or for such services as may be specifically requested by CITY through the City Engineer in writing and agreed to by CONSULTANT for an agreed to fixed fee or hourly rate of compensation or for necessary expenses over that listed in the Budget, provided, however, the City Engineer’s authority is limited to expenditures not to exceed the amount of two-hundred thousand dollars ($200,000.00). CITY agrees to pay CONSULTANT for Optional Supplemental Tasks as set forth in the Scope of Work as may be specifically request by CITY in writing in an amount up to $64,846.

D. SECTION 9. LIABILITY INSURANCE is amended as to “General Liability” and “Automotive Liability” bullet points as follows:
• $2,000,000 General Liability (including operations, products and completed operations) per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability coverage form CG 00 01. General liability policies shall be endorsed using ISO form CG 20 10 that the City and its officers, officials, employees, and agents shall be additional insureds under such policies. • $2,000,000 Automobile Liability combined single limit per accident for bodily injury or property damage at least as broad as ISO Form CA 00 01 for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles. Automobile Liability policies shall be endorsed to provide that the City and its officers, officials, employees, and agents shall be additional insureds under such policies.

E. SECTION 11. TIME OF COMPLETION Subsection D is amended as follows: “The expiration date of the Agreement is extended to November 17, 2027.” F. Except as amended by this Amendment No. 3, all other terms, and conditions of the Agreement, as amended, remain in full force and effect.

G. This Amendment No. 3 to the Agreement shall be effective upon full execution by both parties.
(SIGNATURES ON NEXT PAGE)

CITY OF MADERA
A municipal corporation of
the State of California
By: _________________________________
Santos Garcia, Mayor
Date: _______________________________
CAROLLO ENGINEERS, INC.

By: _________________________________
By: _________________________________
Date: _______________________________
ATTEST:

By: _________________________________
Alicia Gonzales, City Clerk
Date: _______________________________
APPROVED AS TO FORM:

By: _________________________________
Shannon L. Chaffin, City Attorney
Date: _______________________________

ATTACHMENT A
Carollo Engineers Inc.

Scope of Work
1401 Fulton Street, Suite 802
Fresno, California 93721
P 559-436-6616
carollo.com
11164A.10 / CoverLetter_Amnd3.docx
March 21, 2024
Ms. Ellen Bitter, PE
Senior Engineer
City of Madera
428 East Yosemite Avenue
Subject: Northeast Tank and Pump Station – Amendment 3 (Detailed Design) Dear Ellen:

Following project scope discussions with City staff, Carollo has prepared a scope of work under Amendment 3 to the Northeast Tank and Pump Station Project to continue engineering services through detailed design, bidding, and construction phases. The proposed Amendment 3 scope, vicinity map, and fee proposal are enclosed as Attachments A, B, and C, respectively.

A complete budget summary, inclusive of Amendment 3, is provided in Table 1.

Table1 Overall Project Budget Summary with Amendment 3
Task Description Revised
Budget
(1)
Amendment
3 Project
Total
1 Preliminary Design $294,521 $3,272 $297,793
2 Field Investigations and Conceptual Design - $374,696 $374,696 3 60 Percent Design - $304,725 $304,725
4 90 Percent Design - $283,863 $283,863
5 Final Design - $208,191 $208,191
6 Engineering Support During Bidding - $51,528 $51,528
7 Engineering Services During Construction - $585,198 $585,198 8 Project Management $33,063 $155,916 $188,979
9 Optional - Environmental Impact Report (2) - -
10 Optional - Traffic Control Plans (2) - -
11 Additional Services $64,846 - $64,846
Total $392,430 $1,967,389 $2,359,819
Notes:
(1) Budget reallocated from original Tasks 1.1-1.5, 1.7, and Task 11 to tasks 1.12 and 8.4 for pipeline survey. (2) Optional Tasks 9 and 10 are not authorized at this time.

The budget summary in Table 1 assumes execution of the proposed reallocation of individual task budget to allow for topographic surveying of the project alignment as described in a recent letter to the City, dated January 23, 2024.

Ms. Ellen Bitter
City of Madera
March 21, 2024

Page 2 ends

Please do not hesitate to contact me at 209.482.6586 or [email protected] if you have any questions about the proposed scope of services. We look forward to continuing work with the City on this important water supply project.

Sincerely,
CAROLLO ENGINEERS, INC.

Justin Peterson, PE
Project Manager / Associate Vice President
Enclosures: Attachment A – Amendment 3 Scope of Services Attachment B – Project Vicinity Map
Attachment C – Amendment 3 Fee Proposal
cc: Ryan Sellman
Anthony Cemo
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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx AMENDMENT 3

CITY OF MADERA (CITY)
AND
CAROLLO ENGINEERS, INC. (CONSULTANT)

NORTHEAST WATER STORAGE TANK, BOOSTER PUMP STATION, AND TRANSMISSION

MAIN (PROJECT)

BACKGROUND
The City of Madera (City) is improving the reliability of its water supply and distribution system by proceeding with the design and construction of a new water storage tank, pump station, and transmission main that will be located in the vicinity of Avenue 17 and Lake Street. This project was identified in the City's 2014 Water System Master Plan as a 6.75 million gallon (MG) facility capable of pumping up to 17,200 gallons per minute (gpm) through a 24-inch diameter transmission main that will extend approximately one-half mile to the south and connect to the City's existing distribution system. The project was identified in the Master Plan as being needed for reliability and redundancy purposes to meet current peak hour demands, and the overall storage and pumping capacity was established to also meet future growth demands to the north and east.

The following tasks are included under this project:
• Task 1: Preliminary Design
• Task 2: Field Investigations and Conceptual Design
• Task 3: 60 Percent Design
• Task 4: 90 Percent Design
• Task 5: Final Design
• Task 6: Engineering Support During Bidding
• Task 7: Engineering Services During Construction
• Task 8: Project Management
• Task 11: Additional Services
Tasks 1, 8, and 11 were initially authorized in 2018. Amendment 1, authorized in 2021, extended the contract time through December 2022. Amendment 2, authorized in 2023 updated project rates.

This amendment extends the contract time through 2027 and authorizes work on Tasks 2 through 6 (Phase 2 – Detailed Design). Task 7 will be authorized under a future phase of work; a preliminary scope and budget for Task 7 is presented in this amendment for budgetary purposes. Optional Task 9 (Environmental Impact Report) and Optional Task 10 (Traffic Control Plans) have not been authorized at this time.

SCOPE OF SERVICES
This section includes modifications to existing tasks (included with the initial authorization) and descriptions of new tasks. Where “no changes to authorized scope” are indicated, the task and budget are unchanged from the initial authorization.

ATTACHMENT A
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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx TASK 1 – PRELIMINARY DESIGN
Task 1.1 Project Kickoff Workshop
No changes to authorized scope.

Task 1.2 Demand Analysis and Critical Design Criteria
No changes to authorized scope.

Task 1.3 Tank Size, Configuration, and Location
No changes to authorized scope.

Task 1.4 Pipeline Routing
No changes to authorized scope.

Task 1.5 Project Phasing, Delivery Methods, and Funding Options No changes to authorized scope.

Task 1.6 Land Acquisition Support and Legal Descriptions No changes to authorized scope. See Task 2.1 through Task 2.4 for supplemental land acquisition support services.

Task 1.7 Budgetary Cost Estimate
No changes to authorized scope.

Task 1.8 City Council Presentation
Under Amendment 3, this subtask is updated to include an additional presentation to Council to provide a project update. The additional council presentation will be scheduled by City staff and attended by CONSULTANT.

Task 1.8 Deliverables

1. Updated Council Presentation (electronic copy in PowerPoint).

Task 1.9 CAMP® Workshop
No changes to authorized scope. The CAMP® Workshop will be scheduled following completion of the topographic survey and conceptual design of the transmission pipeline alignment (Task 1.12) to confirm necessary property acquisition and identify any critical design constraints.

Task 1.9 Deliverables

1. CAMP® Workshop Agenda (electronic copy in PDF format).

2. CAMP® Workshop Minutes (electronic copy in PDF format).

Task 1.10 Electrical Demands and Service Application
No changes to authorized scope.

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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx Task 1.11 Mitigated Negative Declaration
No changes to authorized scope.

Task 1.12 Land Surveying Services
The budget for this task was reallocated from Tasks 1.1-1.5, 1.7, and Task 11 under the original contract authorization. CONSULTANT will contract with QK to obtain topographic survey of the transmission main alignment and other areas shown on Attachment B. The topographic survey scope includes collection of horizontal and vertical measurements for the following features:
• 50-foot stationing, plus grade breaks, beginnings and ends of curves for the following:
• For areas with curb improvements:
o Back of walk.
o Front of detached walks.
o Landscape grades.
o Top back of curb.
o Flow line.
o Lip of gutter.
• For Areas without curb:
o Fence.
o Flow line of drainage ditch.
o Edge of pavement.
• For all areas:
o Pavement crown.
o Striping.
• Survey to extend 25-feet from curb return on intersecting streets, unless noted otherwise on Attachment B.
• Visible above ground utility features, including traffic signals and all related pull boxes and appurtenant features within the right of way footprint. • Subsurface utilities as evidenced by above ground features. • Trees, shrubs, and other landscaping features within the right of way footprint. • Manholes, drop inlets, and catch basins, including inverts. • Visible water valve, water meter, and irrigation boxes. • Survey monuments to be measured to control the right of way determination. • Field data to be reviewed and processed into AutoCAD import format by a professional land surveyor.
• The topo collection will not extend out of the right of way footprint. • A complete topo collection will be performed on the tank site, including:
o Original ground.
o Fences/walls.
o Adjacent grades.
o Utilities.

A survey technician will use AutoCAD Civil 3D to perform the reduction of field data at a scale determined by the engineering design team:
• Surface modeling.
• Break line generation.

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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx • Point labeling manipulations for readability.
• Point feature code review.
• Planimetric linework generation.
• To be at elevation equal to zero.
• Labeling key features.
• Plotting utility information.
• Record maps and information to be obtained from utility companies. • Control point labeling.
• Benchmark identification.

TASK 2 – FIELD INVESTIGATIONS AND CONCEPTUAL DESIGN
Task 2.1 Right of Way and Property Line Determination
CONSULTANT will subcontract with QK to review record map deeds and provide title reports to establish the existing easements along the proposed pipeline route and will conduct a boundary and topographic survey to be used for the preparation of the necessary survey and engineering maps.

This task includes the following:
• Research recorded survey maps to determine which survey monuments will control the location of the boundaries and easements.
• Research recorded deeds and supplied title reports to determine property and easement boundaries.
• Use maps, deeds, and field data to resolve boundary of the subject parcels. • Once the right of way and easements along the route are determined, a base map will be produced using the survey monuments collected with the field surveying task. This base map will serve as a basis for other design plans and survey maps.

Areas of the proposed route not within maintained and existing roadways may not have the required easements to install the proposed pipeline. Title reports will need to be ordered by the City for the following parcel APNs: 038-040-007, 038-050-004, 038-050-001, 038-050-002, 038-050-003, 038- 050-005, 038-050-006, 038-050-007, and 038-050-008.

Task 2.2 Legal Descriptions
For parcels that require right of way or easement acquisitions, QK will provide legal descriptions and exhibits for the deed package. The City will negotiate with the landowner, prepare the deed cover page, and record the easement. This task includes the following:
• Write Legal description based on engineering design and agency requirements. • Draft map/plat to accompany descriptions showing boundary of easement and parcel information.
• Internal quality assurance/quality control by professional land surveyor. • Submit package to City.
• Respond to comments from City or revise as necessary based on negotiations. • Provide final descriptions and plat signed and sealed by a professional land surveyor to the City for the recording of easement deeds.

Task 2.2 Assumptions
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1. The fee estimate and schedule for this task are presented on a per-description basis. The fee estimate assumes four legal descriptions will be prepared. Additional items will be completed for $3,500 each.

Task 2.3 Staking Proposed Easements and Acquisitions
For parcels that require right of way or easement acquisition, at the request of the City, QK field surveyors will set wood markers at angle points and endpoints of the proposed easements. The fee estimate presented is a per mobilization fee, each mobilization is $3,300. This fee estimate includes four (4) staking completed concurrently with a single mobilization.

Task 2.3 Assumptions

1. The fee estimate presented is a per mobilization fee, each mobilization is $3,300. This fee estimate includes four (4) staking completed concurrently with a single mobilization.

Task 2.4 Records of Survey
Based on preliminary research of the project site, there is a high likelihood that a Record of Survey will be required to be filed pursuant to section 8762(b) of the California Business and Professions Code. In addition, right of way and centerline monuments will be surveyed for this project and said monuments will be at risk of destruction during construction. Said monuments must be perpetuated pursuant to 8771 of the California Business and Professions Code, and said code allows the preconstruction record to be filed in a form of a Record of Survey. The Record of Survey will serve to put into the record the recent establishment of right of way property lines established with the project, control data to be used throughout the course of construction and perpetuate the positions of survey monuments. The Record of Survey, pursuant to State law, must be processed through and approved by the County Surveyor. The Record of Survey will be prepared and filed in accordance with the California Business and Professions Code. This task includes the following:
• Drafting a Record of Survey map.
• Quality Assurance/Quality Management (QAQC) review of files by a professional land surveyor.
• Preparation of maps and reference documents for submittal to County Surveyor. • Respond to comments and process map through approval of the County Surveyor. • Send the final signed map on film for recording in the County Recorder’s office.

Task 2.4 Deliverables

1. One (1) original stamped and signed Record of Survey submitted to the County for recording in the public record

2. Electronic map in PDF format submitted to client upon request Task 2.4 Assumptions

1. Map checking/filing fees will be paid by the City.

2. Setting or resetting missing property corners is not included in this fee but can be added as additional services if desired by the City.

Task 2.5 Geotechnical Investigation
CONSULTANT will subcontract with BSK Associates to conduct a geotechnical investigation to assess soil conditions and to provide an assessment of the soil bearing conditions at the site. The March
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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx investigation will consist of field exploration, laboratory testing, engineering analysis, and a geotechnical report summarizing findings and recommendations. It will also include a site-specific ground motion hazard analysis to support the seismic design of the tank and pump station. The geotechnical field exploration will consist of 21 total test borings as follows:

1. Water storage tank and pump station site – two borings drilled 85 feet below ground surface (bgs) or until auger refusal.

2. Transmission main alignment – 17 borings drilled 15 feet bgs or until auger refusal.

3. MID canal crossing – two borings drilled 50 feet bgs or until auger refusal.

Task 2.2 Deliverables

1. Draft Geotechnical Report (electronic copy in PDF format).

2. Final Geotechnical Report (three hard copies and an electronic copy in PDF format).

Task 2.6 30 Percent Conceptual Percent Pipeline Design
Following completion of the topographic survey and related field investigations, QK, in coordination with CONSULTANT, will prepare the 30 percent pipeline design documents, which will include the following:

1. 30 percent design plan and profile drawings.

2. Topographic survey plan.

3. Preliminary stationing.

4. Pipeline layout.

5. Preliminary canal crossing.

6. Preliminary opinion of probable construction cost.

QK will initiate contact with Madera Irrigation District (MID) to coordinate the canal crossing approach.

Task 2.6 Assumptions

1. The MID canal crossing (Lateral 24.2) is assumed to be constructable via trenchless methods (e.g. jack and bore).

2. If a trenchless crossing is not feasible or preferred, then a supplemental scope of services for open-cut construction through the canal will be prepared for City review.

3. Regulatory permitting and coordination with authorities having jurisdiction, including required waters delineation, are excluded from this scope of work.

Task 2.6 Deliverables

1. 30 percent Pipeline Design Package (three 11x17 hard copies and an electronic copy in PDF format).

Task 2.7 Potholing
If critical utility crossings are identified under Task 2.6, CONSULTANT will coordinate with a potholing contractor to field locate the horizontal and vertical locations of subject utilities. The depth, size, and materials of subject utilities will be identified (where feasible) and horizontal offsets will be provided to indicate actual location of crossings on design plans.

Task 2.7 Assumptions
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1. A $50,000 allowance for potholing is included in this scope of services. The actual cost of potholing will be dependent on utility crossing location and depth. A proposal for potholing services will be obtained from Arrow Construction or a similar contracting firm once critical crossings to be potholed have been identified and agreed upon between the City and CONSULTANT.

Task 2.7 Deliverables

1. Pothole data logs.

Task 2.8 Preliminary Design Report
Following completion of the CAMP® Workshop (Task 1.9) and conceptual pipeline design (Task

2.6), CONSULTANT will prepare a Preliminary Design Report (PDR) consolidating and memorializing the findings of the preliminary design phase, previous technical memoranda, field investigations, and key decisions from prior meetings.

A conference call with City staff (Task 8.3) will be conducted following submittal and City review of the draft PDR to solicit feedback for incorporation into the final PDR.

Task 2.8 Assumptions

1. Project will include a standby generator at the tank/pump station site.

2. Electrical equipment at the tank/pump station site will be housed in a shade structure.

3. Pumps and above-ground piping will be located outdoors (no permanent buildings).

4. Provide fencing around the full tank/pump station site perimeter.

5. Provide pelletized chlorination at the tank/pump station site.

Task 2.8 Deliverables

1. Draft Preliminary Design Report (electronic PDF).

2. Final Preliminary Design Report (electronic PDF).

TASK 3 – 60 PERCENT DESIGN
Task 3.1 60 Percent Tank Design
Following receipt of City comments on the PDR, Carollo will begin preparation of the 60 percent revised design documents, which will include the following:

1. Comments on City front-end documents and supplemental sections.

2. Technical specifications sections for all divisions.

3. Revised plan set, including the following:
a. Site plan.
b. Landscape plan for frontage (by QK).
c. Piping and instrumentation diagrams.
d. Piping layout drawings.
e. Electrical shade structure details.
f. Equipment layouts.
g. Electrical one-line drawings.
h. Control descriptions.
i. Control system architecture block diagrams (SCADA).
j. Instrument lists.

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4. List of specific items requiring City decision or action.

Task 3.1 Assumptions

1. Up to two site visits will be conducted by CONSULTANT staff.

2. City will provide written comments to CONSULTANT within 10 working days after receipt of design submittal.

3. CONSULTANT will facilitate a design review meeting approximately halfway through City’s design review period.

4. Front-end documents will be prepared by CONSULTANT.

Task 3.1 Deliverables

1. 60 percent Design Package (three 11x17 hard copies and an electronic copy in PDF format).

2. Design Review Meeting Agenda (electronic copy in PDF format).

3. Design Review Meeting Minutes (electronic copy in PDF format).

Task 3.2 60 Percent Pipeline Design
Following receipt of City comments on the 30 percent design, concurrent with the 60 percent tank design, QK, in coordination with CONSULTANT, will prepare the 60 percent pipeline design documents, which will include the following:

1. Revised front-end documents.

2. Technical specification sections for all divisions.

3. Revised plan set, including the following:
a. Revised survey control drawing.
b. Revised pipeline plan and profile drawings.
c. Revised details for points of connection.
d. Revised trench and pavement restoration details.
e. Design of storm drain conveyance pipeline to off-site basin.

4. List of specific items requiring City decision or action.

Task 3.2 Assumptions

1. City will provide written comments to CONSULTANT within 10 working days after receipt of design submittal.

2. The design review meeting for the 60 percent pipeline design will occur concurrently with the tank and pump station design review meeting under Task 8.3.

Task 3.2 Deliverables

1. 60 percent Design Package (to be submitted concurrently with the 60 Percent Tank Design).

2. Design Review Meeting Agenda and Minutes for the pipeline will be submitted concurrently with the tank and pump station review documents under Task 8.3.

Task 3.3 60 Percent Opinion of Probable Construction Cost Carollo will update the previous cost estimates to the 60 percent level based on the plans and specifications prepared under this task. A single opinion of probable construction cost will be prepared for all project components.

Task 3.3 Assumptions
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1. City provides written comments to CONSULTANT within 10 working days after receipt of design submittal.

2. CONSULTANT will incorporate review of the opinion of probable construction cost into the design review meeting.

3. Class 3 estimate in accordance with AACEI.

Task 3.3 Deliverables

1. Opinion of probable construction cost (three hard copies and an electronic copy in PDF format).

TASK 4 – 90 PERCENT DESIGN
Task 4.1 90 Percent Tank Design
Following receipt of City comments on the 60 percent design, Carollo will begin preparation of the 90 percent revised design documents, which will include the following:

1. Revised front-end documents.

2. Revised technical specifications sections for all divisions.

4. List of specific items requiring City decision or action.

Task 4.1 Assumptions

1. City will provide written comments to CONSULTANT within 10 working days after receipt of design submittal.

2. CONSULTANT will facilitate a design review meeting approximately halfway through City’s design review period.

Task 4.1 Deliverables

1. 90 percent Design Package (three 11x17 hard copies and an electronic copy in PDF format).

2. Design Review Meeting Agenda (electronic copy in PDF format).

3. Design Review Meeting Minutes (electronic copy in PDF format).

Task 4.2 90 Percent Pipeline Design
Following receipt of City comments on the 60 percent design, concurrent with the 90 percent tank design, QK, in coordination with CONSULTANT, prepare the 90 percent pipeline design documents, which will include the following:

1. Revised front-end documents.

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2. Revised technical specification sections for all divisions. a. Revised plan set, including the following:
b. Survey control drawing.
c. Pipeline plan and profile drawings.
d. Details for points of connection.
e. Trench and pavement restoration details.
f. Storm drain conveyance pipeline to off-site basin.

3. List of specific items requiring City decision or action.

Task 4.2 Assumptions

1. City will provide written comments to CONSULTANT within 10 working days after receipt of design submittal.

2. The design review meeting for the 90 percent pipeline design will occur concurrently with the tank and pump station design review meeting under Task 8.3.

Task 4.2 Deliverables

1. 90 percent Design Package (to be submitted concurrently with the 90 Percent Tank Design).

2. Design Review Meeting Agenda and Minutes for the pipeline will be submitted concurrently with the tank and pump station review documents under Task 8.3.

Task 4.3 90 Percent Opinion of Probable Construction Cost Carollo will update the previous cost estimates to the 90 percent level based on the plans and specifications prepared under this task. A single opinion of probable construction cost will be prepared for all project components.

Task 4.3 Assumptions

1. City provides written comments to Carollo within 10 working days after receipt of design submittal.

2. Carollo will incorporate review of the opinion of probable construction cost into the design review meeting.

3. Class 2 estimate in accordance with AACEI.

Task 4.3 Deliverables

1. Opinion of probable construction cost (three hard copies and an electronic copy in PDF format).

TASK 5 – FINAL DESIGN
This task includes the following:

Task 5.1 Final Tank Design
Following receipt of City comments on the 90 percent design, Carollo will prepare a final bid set submittal package, which will include the following:

1. Final front-end documents.

2. Final technical specifications sections for all divisions.

3. Final plan set, including the following:
a. Site plan.
b. Landscape plan for frontage (by QK).

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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx c. Piping and instrumentation diagrams.
d. Piping layout drawings.
e. Electrical shade structure details.
f. Equipment layouts.
g. Electrical one-line drawings.
h. Control descriptions.
i. Control system architecture block diagrams (SCADA).
j. Instrument lists.

4. List of specific items requiring City decision or action.

Specifications will include an outline of proposed construction sequencing and constraints, general criteria, installation requirements and testing procedures for major equipment, and listing of proposed bid item breakdown.

Task 5.1 Deliverables

1. Sealed bid set (five 11x17 hard copies, one 24x36 hard copy, and an electronic copy in PDF format).

2. Responses to 90 percent comments.

Task 5.2 Final Pipeline Design
Following receipt of City comments on the 90 percent design, concurrent with the final tank design, QK, in coordination with Carollo, will prepare the final pipeline design documents, which will include the following:

1. Final front-end documents.

2. Final technical specification sections for all divisions.

3. Final plan set, including the following:
a. Survey control drawing.
b. Pipeline plan and profile drawings.
c. Details for points of connection.
d. Trench and pavement restoration details.
e. Storm drain conveyance pipeline to off-site basin.

4. List of specific items requiring City decision or action.

Task 5.2 Deliverables:

1. Sealed bid set (to be submitted as part of a single construction package concurrent with Task 5.1).

2. Responses to 90 percent comments.

Task 5.3 Final Opinion of Probable Construction Cost
CONSULTANT will update the previous cost estimate to the final design level based on the plans and specifications prepared in this task.

Task 5.3 Assumptions

1. Class 2 estimate in accordance with AACEI.

Task 5.3 Deliverables
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1. Final opinion of probable construction cost (three hard copies and an electronic copy in PDF format).

TASK 6 – ENGINEERING SUPPORT DURING BIDDING
This task assumes that the tank and pipeline will be bid as a single construction package.

Task 6.1 Attend Pre-Bid Conference
CONSULTANT and QK will facilitate one on-site pre-bid conference meeting during the bidding phase of the project and will prepare addenda and clarifications if necessary.

Task 6.1 Deliverables

1. Meeting Agenda (electronic copy in PDF format).

Task 6.2 Prepared Addenda
CONSULTANT and QK will assist the City during bidding by answering bidders’ questions during the bid period and preparing up to two addenda.

Task 6.2 Assumptions

1. All project components will be bid as a single construction package.

2. City will administer the advertisement, sale, and distribution of the construction documents to prospective contractors.

3. City will administer the distribution of addenda to prospective contractors.

4. Up to two addenda are assumed under this task.

Task 6.2 Deliverables

1. Addenda (electronic copy in PDF format).

2. Bidding phase RFI Log (electronic copy in PDF format).

Task 6.3 Attend Bid Openings
CONSULTANT and QK will assist the City during bidding by attending the bid opening.

Task 6.4 Bid Tab Evaluation
CONSULTANT and QK will tabulate bid results and contractor qualifications and make recommendation to the City for construction contract award.

Task 6.4 Deliverables

1. Award Recommendation Letter (electronic copy in PDF format).

TASK 7 – ENGINEERING SERVICES DURING CONSTRUCTION
The scope and associated fee under this task are based on current assumptions. This task will be re-evaluated following completion of final design documents (Task 5) and modified as required to address final project changes. Construction management services are excluded from this scope of work.

Task 7.1 Attend Pre-Construction Conference
CONSULTANT’s and QK’s Project Manager or Project Engineer will attend the pre-construction conference as scheduled by the City.

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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx Task 7.2 Attend Progress Meetings
CONSULTANT’s and QK’s Project Manager or Project Engineer will attend regularly scheduled progress meetings throughout construction. This task assumes virtual (conference call) attendance at up to 36 progress meetings throughout the course of construction.

Task 7.3 Respond to RFIs
CONSULTANT and QK will respond to requests for information (RFIs) submitted by the contractor to the City or Construction Manager. Responses will be submitted in writing and delivered to the City electronically. Review of 40 RFIs for the tank/pump station site and 8 RFIs for the transmission main are assumed under this task.

Task 7.4 Shop Drawing Submittal Review
CONSULTANT and QK will review shop drawings submitted by the contractor for conformance to project plans and specifications. Responses will be submitted in writing and delivered to the City electronically. Review of 90 shop drawing submittals for the tank/pump station site and 15 shop drawing submittals for the transmission main are assumed under this task.

Task 7.5 Change Order Review
CONSULTANT and QK will review proposed change orders submitted by the contractor and assist the City or Construction Manager in response preparation. If required, supplemental drawings and specifications will be prepared for the change order response. Up to four change orders for the tank/pump station site and two change orders for the transmission main are assumed under this task.

Task 7.6 Testing, Commissioning, Startup, and Training Assistance CONSULTANT will assist the City and/or Construction Manager with testing, commissioning, and startup of the tank and pump station facilities. CONSULTANT will assist with staff training efforts in coordination with select equipment vendors where required. Up to 80 hours of CONSULTANT staff time are assumed under this task.

Task 7.7 Construction Site Visits
CONSULTANT and QK will attend construction site visits as required by the City to address construction questions, review progress, and document completed work. Up to 8 site visits each by CONSULTANT and QK are assumed under this task.

Task 7.7 Prepare Record Drawings
CONSULTANT and QK will prepare record drawings for the project based on redline comments provided by the contractor or Construction Manager. Record drawings will be submitted to the City electronically.

TASK 8 – PROJECT MANAGEMENT
Task 8.1 Project Coordination and Integration of Work Efforts Under Amendment 3, this task is updated to extend project management services through completion of Phase 2.

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pw://Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_SOW_Amnd3.docx Task 8.2 Progress Reporting and Cost Control
Under Amendment 3, this task is updated to extend project management services through completion of Phase 2.

Task 8.3 Project Meetings
Under Amendment 3, this subtask is updated to include the following:
• 36 additional bi-weekly project meetings with City staff (to be held virtually). • Conference call with City staff to review the Draft Preliminary Design Report (Task 2.8) and solicit feedback (to be held virtually).
• 60 Percent Design review meeting (to be held in person at City offices). • 90 Percent Design review meeting (to be held in person at City offices).

Task 8.3 Deliverables

1. Meeting Agendas (electronic copy in PDF format).

2. Meeting Minutes (electronic copy in PDF format).

Task 8.4 Land Surveying Project Management
The budget for this task was reallocated from Tasks 1.1-1.5, 1.7, and Task 11 under the original contract authorization. CONSULTANT will contract with QK to obtain topographic survey of the transmission main alignment and other areas shown on Attachment B. This task provides for project management services associated with the field topographic survey and transmission main conceptual design including scheduling, quality control, quality assurance, internal meetings, and invoicing.

TASK 11 – ADDITIONAL SERVICES
Task 11.1 Funding Application Assistance
No changes to authorized scope.

Task 11.2 Project Reviews
No changes to authorized scope.

Task 11.3 Engineering Standards Development
No changes to authorized scope.

TIME OF PERFORMANCE
CONSULTANT will perform the Phase 2 scope of services (Tasks 2 through 6) over an assumed 18- month design duration. Phase 2 engineering services will be initiated following completion of the pipeline survey under Task 1.12.

The final schedule for Engineering Services During Construction (Task 7) will be established following completion of final design documents (Task 5). Construction completion is anticipated by 2027.

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PAYMENT
Payment to the CONSULTANT for services performed under this Agreement shall be based on the attached fee proposal (Attachment C) on a time and materials basis. The not-to-exceed cost limit of the CONSULTANT’s services shall be $2,359,819, inclusive of Amendment 3.

Task Description Original
Auth.

Revised
Budget
(1)
Amendment
3 (2)
Project
Total
1 Preliminary Design $272,021 $294,521 $3,272 $297,793
2 Field Investigations and Concept. Design - - $374,696 $374,696 3 60 Percent Design - - $304,725 $304,725
4 90 Percent Design - - $283,863 $283,863
5 Final Design - - $208,191 $208,191
6 Engineering Support During Bidding - - $51,528 $51,528 7 Engineering Services During Construction - - $585,198 $585,198 8 Project Management $25,563 $33,063 $155,916 $188,979
9 Optional – Environmental Impact Report (3)- - -
10 Optional – Traffic Control Plans (3) - - -
11 Additional Services $94,846 $64,846 - $64,846
Total $392,430 $392,430 $1,967,389 $2,359,819
Notes:
(1) Budget reallocated from original Tasks 1.1-1.5, 1.7, and Task 11 to new tasks 1.12 and 8.4 for pipeline survey. (2) Amendments 1 and 2 modified contract time and rates only; total authorized budget was not modified. (3) Optional Tasks 9 and 10 are not authorized at this time.

EXHIBIT A
Madera Water Transmission Main and Tank ATTACHMENT B
survey tank site and detention
basin site

PROJECT VICINITY MAP AND

LIMITS OF TOPOGRAPHIC SURVEY
Ryan
Sellman
Justin
Peterson
Nick
Mitchell
Anthony
Cemo
James
Doering
Erik
Bahneman
Daniel
Robsinson
Staff
Engineer
Jason
Rozgony
Keith
Corcoran
Surveying,
CEQA,
Pipeline
Geotechnical
and Instr. Potholing
Task Task Description $339 $296 $251 $251 $339 $314 $314 $251 $314 $314 $218 $150 $127 $14 1 Preliminary Design

1.1 Project Kickoff Workshop - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 3,053 $ 3,053

1.2 Demand Analysis and Critical Design Criteria - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 37,437 $ 37,437

1.3 Tank Size, Configuration, and Location - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 37,304 $ 37,304

1.4 Pipeline Routing - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 9,071 $ 9,071

1.5 Project Phasing, Delivery Methods, and Funding Opts. - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 13,564 $ 13,564

1.6 Land Acquisition Support and Legal Descriptions - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 5,089 $ 5,089

1.7 Budgetary Cost Estimate - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 18,491 $ 18,491

1.8 City Council Presentation 4 6 - - - - - - - - - - - 10 $ 3,132 140$ $ - $ - $ - $ - $ - $ 3,272 $ 10,295 $ 13,567

1.9 CAMP® Workshop - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 19,368 $ 19,368

1.10 Project Kickoff Workshop - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 18,223 $ 18,223

1.11 Mitigated Negative Declaration - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 72,126 $ 72,126

1.12 Land Surveying Services - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 50,500 $ 50,500 TASK 1 TOTAL 4 6 - - - - - - - - - - - 10 $ 3,132 140$ $ - $ - $ - $ - $ - $ 3,272 $ 294,521 $ 297,793 2 Field Investigations and Conceptual Design

2.1 Right of Way and Property Line Determination - 2 - - - - - - - - - - - 2 $ 592 28$ $ 15,800 - $ $ - $ - $ 1,580 $ 18,000 $ - $ 18,000

2.2 Legal Descriptions - 2 - - - - - - - - - - - 2 $ 592 28$ $ 16,200 - $ $ - $ - $ 1,620 $ 18,440 $ - $ 18,440

2.3 Staking Proposed Easements and Acquisitions - 2 - - - - - - - - - - - 2 $ 592 28$ $ 16,200 - $ $ - $ - $ 1,620 $ 18,440 $ - $ 18,440

2.4 Records of Survey - 2 - - - - - - - - - - - 2 $ 592 28$ $ 16,500 - $ $ - $ - $ 1,650 $ 18,770 $ - $ 18,770

2.5 Geotechnical Investigation - 4 8 - 8 - - 8 - - - - - 28 $ 7,912 392$ $ - $ 66,300 - $ $ - $ 6,630 $ 81,234 $ - $ 81,234

2.6 30 Percent Conceptual Pipeline Design - 2 - 8 - - - - - - - - - 10 $ 2,600 140$ $ 88,060 - $ $ - $ - $ 8,806 $ 99,606 $ - $ 99,606

2.7 Potholing - - - 8 - - - - - - - - - 8 $ 2,008 112$ $ - $ - $ 50,000 - $ $ 5,000 $ 57,120 $ - $ 57,120

2.8 Preliminary Design Report 2 4 64 - 16 24 24 40 32 - - - 12 218 $ 60,034 3,052$ $ - $ - $ - $ - $ - $ 63,086 $ - $ 63,086 TASK 2 TOTAL 2 18 72 16 24 24 24 48 32 - - - 12 272 $ 74,922 3,808$ $ 152,760 - $ $ 66,300 $ 50,000 $ 26,906 $ 374,696 $ - $ 374,696 3 60 Percent Design

3.1 60 Percent Tank Site Design 8 16 88 4 12 32 32 196 - 32 132 132 56 740 169,636 $ 10,360$ $ 466 $ 5,670 $ - $ - $ 567 $ 186,699 $ - $ 186,699

3.2 60 Percent Pipeline Design - 8 24 - - - - - - - - - - 32 $ 8,392 448$ $ 81,500 - $ $ - $ - $ 8,150 $ 98,490 $ - $ 98,490

3.3 60 Percent Opinion of Probable Construction Cost - 8 - - - - - - 52 - - - - 60 $ 18,696 840$ $ - $ - $ - $ - $ - $ 19,536 $ - $ 19,536 TASK 3 TOTAL 8 32 112 4 12 32 32 196 52 32 132 132 56 832 196,724 $ 11,648$ $ 466 $ 87,170 $ - $ - $ 8,717 $ 304,725 $ - $ 304,725 4 90 Percent Design

4.1 90 Percent Tank Site Design 8 16 76 4 8 28 32 176 - 32 124 124 56 684 156,048 $ 9,576$ $ 466 $ 5,670 $ - $ - $ 567 $ 172,327 $ - $ 172,327

4.2 90 Percent Pipeline Design - 8 24 - - - - - - - - - - 32 $ 8,392 448$ $ 75,600 - $ $ - $ - $ 7,560 $ 92,000 $ - $ 92,000

4.3 90 Percent Opinion of Probable Construction Cost - 8 - - - - - - 52 - - - - 60 $ 18,696 840$ $ - $ - $ - $ - $ - $ 19,536 $ - $ 19,536 TASK 4 TOTAL 8 32 100 4 8 28 32 176 52 32 124 124 56 776 183,136 $ 10,864$ $ 466 $ 81,270 $ - $ - $ 8,127 $ 283,863 $ - $ 283,863 5 Final Design

5.1 Final Tank Site Design 8 16 72 4 8 28 28 164 - - 120 120 40 608 137,224 $ 8,512$ $ 466 $ 7,650 $ - $ - $ 765 $ 154,617 $ - $ 154,617

5.2 Final Pipeline Design - 8 24 - - - - - - - - - - 32 $ 8,392 448$ $ 24,100 - $ $ - $ - $ 2,410 $ 35,350 $ - $ 35,350

5.3 Final Opinion of Probable Construction Cost - 8 - - - - - - 48 - - - - 56 $ 17,440 784$ $ - $ - $ - $ - $ - $ 18,224 $ - $ 18,224 TASK 5 TOTAL 8 32 96 4 8 28 28 164 48 - 120 120 40 696 163,056 $ 9,744$ $ 466 $ 31,750 $ - $ - $ 3,175 $ 208,191 $ - $ 208,191 6 Engineering Support During Bidding

6.1 Attend Pre-Bid Conference - 5 - 2 - - - - - - - - - 7 $ 1,982 98$ $ 200 $ 3,000 $ - $ - $ 300 $ 5,580 $ - $ 5,580

6.2 Prepare Addenda - 4 8 - 6 6 6 12 - - - - 8 50 $ 13,022 700$ $ 23,500 - $ $ - $ - $ 2,350 $ 39,572 $ - $ 39,572

6.3 Attend Bid Openings - 5 - 2 - - - - - - - - - 7 $ 1,982 98$ $ 200 $ 2,000 $ - $ - $ 200 $ 4,480 $ - $ 4,480

6.4 Bid Tab Evaluation 2 - 2 - - - - - - - - - - 4 $ 1,180 56$ $ - $ 600 $ - $ - $ 60 $ 1,896 $ - $ 1,896 TASK 6 TOTAL 2 14 10 4 6 6 6 12 - - - - 8 68 $ 18,166 952$ $ 400 $ 29,100 $ - $ - $ 2,910 $ 51,528 $ - $ 51,528 7 Engineering Support During Construction

7.1 Attend Pre-Construction Conference - 6 8 - - - - - - - - - - 14 $ 3,784 196$ $ 400 $ 3,000 $ - $ - $ 300 $ 7,680 $ - $ 7,680

7.2 Attend Progress Meetings 16 36 36 - - - - - - - - - - 88 $ 25,116 1,232$ $ - $ 9,000 $ - $ - $ 900 $ 36,248 $ - $ 36,248

7.3 Respond to RFIs - 24 60 - 40 40 40 160 - - 40 24 - 428 113,324 $ 5,992$ $ 20,000 - $ $ - $ - $ 2,000 $ 141,316 $ - $ 141,316

7.4 Shop Drawing Submittal Review - 24 136 - 68 68 68 316 - - - - - 680 186,312 $ 9,520$ $ 23,900 - $ $ - $ - $ 2,390 $ 222,122 $ - $ 222,122

7.5 Change Order Review 8 16 16 - 16 16 16 16 - - - 36 - 140 $ 36,352 1,960$ $ - $ 6,000 $ - $ - $ 600 $ 44,912 $ - $ 44,912

7.6 Testing, Commissioning, Startup, and Training Assist. - 16 16 8 - - - 40 - - - - - 80 $ 20,800 1,120$ $ - $ - $ - $ - $ - $ 21,920 $ - $ 21,920

7.7 Construction Site Visits - 64 32 32 16 16 16 16 - - - - - 192 $ 54,496 2,688$ $ 4,400 $ 16,000 $ - $ - $ 1,600 $ 79,184 $ - $ 79,184

7.8 Prepare Record Drawings - - 12 - 4 4 4 - - - 40 80 - 144 $ 27,600 2,016$ $ - $ 2,000 $ - $ - $ 200 $ 31,816 $ - $ 31,816 TASK 7 TOTAL 24 186 316 40 144 144 144 548 - - 80 140 - 1,766 467,784 $ 24,724$ $ 4,800 $ 79,900 $ - $ - $ 7,990 $ 585,198 $ - $ 585,198 8 Project Management

8.1 Project Coordination and Integration 4 40 - - - - - - - - - - - 44 $ 13,196 616$ $ 30,400 - $ $ - $ - $ 3,040 $ 47,252 $ 9,148 $ 56,400

8.2 Progress Reporting and Cost Control - 72 - - - - - - - - - - - 72 $ 21,312 1,008$ $ 32,500 - $ $ - $ - $ 3,250 $ 58,070 $ 3,215 $ 61,285

8.3 Project Meetings - 36 36 - 16 16 16 - - - - - - 120 $ 35,164 1,680$ $ 12,500 - $ $ - $ - $ 1,250 $ 50,594 $ 13,200 $ 63,794

8.4 Land Surveying Project Management - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 7,500 $ 7,500 TASK 8 TOTAL 4 148 36 - 16 16 16 - - - - - - 236 $ 69,672 3,304$ $ 75,400 - $ $ - $ - $ 7,540 $ 155,916 $ 33,063 $ 188,979 11 Additional Services $ -

11.1 Funding Application Assistance - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 20,330 $ 20,330

11.2 Project Reviews - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 22,850 $ 22,850

11.3 Engineering Standards Development - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 21,666 $ 21,666 TASK 11 TOTAL - - - - - - - - - - - - - - $ - -$ $ - $ - $ - $ - $ - $ - $ 64,846 $ 64,846 60 468 742 72 218 278 282 1,144 184 64 456 516 172 4,656 1,176,592 $ 65,184$ $ 6,597 $ 537,350 $ 66,300 $ 50,000 $ 65,365 $ 392,430 1,967,389 $ $ 2,359,819 Notes:
(1) Rates are based on Carollo Engineers, Inc., Fee Schedule as of Jan 1, 2024 for California. (2) Other direct expenses include mileage traveling to/from meetings at IRS Federal Rate, travel at cost and Project Equipment and Communication Expense (PECE) at $14 per Direct Labor Hour. (3) Includes Subconsultant markup of 10%.
(4) Extra Service Contingency includes an allowance for future rate increases (through 2027) and undefined or as-needed services.

Revised
Project
Total
Current
Authorization
(per January 23,
2024 letter to City
re: Survey Budget
Reallocation)
Sub.

Markup3

CITY OF MADERA

NORTHEAST WATER STORAGE TANK, BOOSTER PUMP STATION, AND TRANSMISSION MAIN AMENDMENT 3 - DESIGN PHASE FEE PROPOSAL
Carollo Engineers, Inc.1
Amendment 3
Subtotal
Senior
CAD
Tech.

CAD
Tech.

Doc.

Process.

Principal-InCharge QK, Inc.

Subconsultants
Potholing
Contractor
(TBD)
BSK, Inc.

Other
Direct
Costs2
PECE2
Amendment 3 Total
Total
Hours
Labor
Cost
Cost
Estimating
Construct.

Review
Project
Manager
Civil/Tank
Lead
Structural
Lead
Instrument.

Lead
Support
Staff
Electrical
Lead
Pipeline
Lead
pw:\\IO-PW-INT.carollo.local:Carollo\Documents\Client\CA\Madera\11164A10\Project Mgmt\Contracts\Amendment_3\NortheastTankPumpStation_Fee.xlsx 3/21/2024 ATTACHMENT C Madera City Council
Meeting May 1, 2024
Agenda Item: E-1
Select Proclamation Recipients for June 2024
Recommendation:Request for Council’s Selection of Recipients for the Proclamation Recognizing Pride Month and Juneteenth Day for June 2024 (Report by Alicia Gonzales)
There is no written report for this item.

REPORT TO CITY COUNCIL
Approved by: Council Meeting of: May 1, 2024
Agenda Number: ___________
________________________________
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Request for direction regarding deferred maintenance at Madera Municipal Golf Course RECOMMENDATION:

Receive information on the current funding status of the Madera Municipal Golf Course and provide direction regarding deferred maintenance as appropriate.

SUMMARY:

During the City Council meeting on April 3, 2024, staff presented the annual report on the golf course. Following the presentation, Council requested an update on projected capital revenue and plans to address maintenance needs at the Golf Course. This item is intended to provide said information.

DISCUSSION:

During the June 21, 2023, City Council meeting, the Council approved a Ninth Amendment to the Madera Municipal Golf Course and Management Lease agreement with SGM Inc. dba Sierra Golf Management, Inc. (SGM). This amendment extended the existing lease agreement by an additional 5 years through June 30, 2028, and outlined a new and improved revenue agreement between the parties (Attachment 1).

Existing Agreement (Amendment 9 to the Agreement)
The following is a synopsis of the 9th Amendment.

E-2
▪ The agreement is for 5 years and includes, at City discretion, one (1) option to extend the term an additional (5) years. This agreement will expire on June 30, 2028, with a five-year extension available through June 30, 2033.
▪ The amendment allows for increased base rent and per-round golf rates compared to the previous contract.
▪ In years one through four, SGM will remit $2.75 per round of golf to the City, increasing to $3.00 per round in year five.
▪ SGM, the Clubhouse Tenant, currently Sugar Pine Smokehouse (SPS), and the City will each contribute $25,000 annually to a capital improvement fund. Thus, the grand contribution for capital improvements annually shall be $75,000. ▪ The base rent will be $65,000 annually to lease the golf course and clubhouse facilities. ▪ The City will utilize the Golf course for 5 events;
o Annual 4th of July Holiday Golf Tournament
o Fishing Derby
o Employee Appreciation Day
o Yet to be determined
o Yet to be determined
▪ There will be annual updates to the City Council on the previous year's improvements and the planning year's improvements.
▪ The City will hold SGM capital funds of $50k annually until capital projects are completed. ▪ Golf Course Committee comprised of:
o One City Council member
o Parks Director
o SGM Representative
o Service Organization Representative
o Golfer/At-large Community member
o Food and Beverage Director/Representative
FINANCIAL IMPACT:

Table 1 provides a summary of the agreement.

Table 1: Overview of the Existing Agreement
Terms 5 years
Base rent to City per year $65k
Per Round Rate to City Years 1-4 Year 5
$2.75 $3.00
Capital Improvements Contribution by SGM per year $50k
Capital Improvements Contribution by the City per Year $25k While preparing the 9th Amendment to the agreement with SGM, assumptions were necessary to determine potential revenue. Table 2 provides an overview of the assumptions.

Table 2: Projected Revenue to the City from SGM per Amendment 9 (1) Year of contract per the 9th
Amendment
1 2 3 4 5
Fiscal Year 2023/2024 2024/2025 2025/2026 2027/2028 2028/2029 Base Fee $65,000 $65,000 $65,000 $65,000 $65,000
Estimated Rounds 30k 30k 30k 30k 30k
Fees Per Round $2.75 $2.75 $2.75 $2.75 $3.00
Revenue for Rounds $82,500 $82,500 $82,500 $82,500 $90,000 Payment to the City $147,500 $147,500 $147,500 $147,500 $150,000 (1) Does not include Capital Improvements contributions which are identified in Table 6 of this report
Condition and Improvement Plans
The City's contract fire marshal completed a site inspection of the Madera Golf Course on October 25, 2023. An inspection report was prepared on November 1, 2023 (Attachment 2) and shared with the advisory Committee shortly thereafter.

After review and discussion, the Committee drafted a letter (Attachment 3) outlining concerns relating to deferred maintenance at the Golf Course. However, the letter did not propose any cost estimates but was subsequently shared with the City Council on March 6, 2024.

Budgetary estimates addressing all deferred maintenance concerns were discussed during the Committee meeting held on April 22, 2024 (Table 3).

Table 3: Repair Estimates
Deferred Maintenance Item $
Assembly Bldg. Tree Roots External Concrete $10,000
Missing Paint External $50,000
Exit Signage (Complete) -
Kitchen Ceiling (Complete) -
AC Mechanical Units $210,000
Restrooms ($40K FY 23/24 + $40K FY 24/25) $80,000
Egress Doors $60,000
Irrigation System (Full System) $4,000,000
Pump Station (1) $60,000
Heads and Controller (2) $1,000,000
Current Annual average Irrigation Repair Costs (1) $40,000 Invasive Grass and Weeds (SGM will handle) -
Enhanced Practice Facilities (2) TBD
Additional turf on the Driving Range (2) TBD
(1) Alternative instead of replacing the complete irrigation system (2) Requires Additional clarification from USGA
Table 4 provides an overview of the revenue the Golf Course has generated for the City over the last several fiscal years. It includes information on the sources of revenue, including income from SGM and any transfers of funds from the General Fund.

Table 4: Madera Golf Course Fund – Revenue (1)
Fiscal Year
2020/21 2021/22 2022/23 2023/24
(2)
2024/25
Projected
Rents/Pro Shop $20,049 $19,970 $24,267 $50,799 $65,000
Green Fee User Charges $58,004 $54,742 $59,878 $78,584 $90,000 Transfer-In (from the General Fund) (3) $298,804 $298,151 $298,804 $76,336 $0 Total Revenues $376,857 $298,151 $298,804 $76,336 $155,000 (1) All figures are rounded to the nearest dollar.
(2) Year to date. There are still approximately 2 months remaining in this fiscal year. (3) Transfer-in are funds provided by the General Fund. Funds from the General Fund are transferred to the Golf Course Fund, thus it is shown as a revenue. These funds helped pay to service outstanding debt.

Table 5 offers an e overview of the City's expenditures related to the Golf Course, encompassing debt service, payments to the Airport due to the Golf Course's utilization of Airport-owned property, and insurance costs. Notably, insurance expenses, previously covered by the General Fund, are now recorded in a newly established account to enhance transparency in financial reporting. This summary provides insight into the financial obligations of operating and maintaining the Golf Course.

Table 5: City Expenses for the Golf Course (1)
Fiscal Year
2020/21 2021/22 2022/23 2023/24
(2)
2024/25
Projected
Liability/Property Insurance $0 $0 $0 $14,459 $14,458
Payment to Airport $64,083 $64,083 $64,083 $51,266 $64,083 Interest Payment for Loan $32,128 $22,590 $12,744 $2,581 $0 Principal Payment for Loan $296,600 $306,200 $316,100 $161,800 $0 Total Expenses $392,811 $392,873 $392,927 $230,106 $78,541 (1) This does not include the City’s contribution of $25k for Capital Improvements as outlined in Amendment 9 beginning in Fiscal Year 2023/24. Capital Improvements contributions are listed in Table 5.
(2) Year to date. There are still approximately 2 months remaining in this fiscal year.

Capital Improvement Funds
The current contract includes provisions for the City to contribute $25,000 annually towards capital improvements. As part of the 6th Amendment to the agreement with SGM, SGM contributed $20k annually towards capital for 2 fiscal years, plus a one-time $15k contribution for water improvements. Prior to the COVID pandemic, SGM contributed $50k per year for capital improvements. In the current agreement, approved in June 2023, SGM contributes $50k, whereas the City contributes $25k for a total of $75k per year.

Table 6: Capital Improvement Contributions per Amendment 9 Year of contract 1 2 3 4 5
Fiscal Year 2023/2024 2024/2025 2025/2026 2027/2028 2028/2029 SGM $25,000 $25,000 $25,000 $25,000 $25,000
Clubhouse $25,000 $25,000 $25,000 $25,000 $25,000
City Contribution $25,000 $25,000 $25,000 $25,000 $25,000 Total Capital $75,000 $75,000 $75,000 $75,000 $75,000
Why has the City historically subsidized the Golf Course? The tables above summarize the revenue and expenses of operating the golf course. Notably, they highlight the General Fund's supplemental funding, which offsets the golf course's expenses.

It is essential to recognize that historically, the General Fund has played a crucial role in supporting the golf course financially. However, it's important to understand that the General Fund also subsidizes various other public spaces within the City, including:
▪ Town and Country Park ▪ McNally Park ▪ Pan-American Center ▪ Sunrise Rotary Sports Complex ▪ Frank Bergon ▪ Public pools While the golf course and public pools are the only City facilities typically accessible via payment from visitors, the golf course is the only facility operated by a for-profit private company. This distinction is important in understanding the diverse operational models employed within our community spaces.

Furthermore, while programmed sports fields such as soccer fields and baseball diamonds are available to the public, it's pertinent to acknowledge that private leagues often lease these fields.

However, the rental rates only partially reflect the actual costs of maintaining these facilities. As a result, the General Fund also subsidizes such facilities, emphasizing the broader context of financial support for public amenities within the city.

This holistic perspective underscores the understanding that profitability alone does not serve as the sole measure of the value these facilities bring to our community. Instead, they contribute to residents' overall well-being and enrichment, promoting recreation, leisure, and social cohesion.

Financial Outlook for the Golf Course
With the retirement of the debt, a significant milestone has been achieved. Projections indicate that revenue from the Golf Course is expected to surpass expenses for the first time. Table 7 outlines a summary of projected expenses versus revenue for the upcoming five years, offering an overview of the anticipated financial landscape.

Table 7: Financial Outlook (Revenues minus Expenses) for 5 fiscal years based on assumptions Year 1 2 3 4 5
Fiscal Year 2023/2024 2024/2025 2025/2026 2027/2028 2028/2029 Revenue
Base Fee $65,000 $65,000 $65,000 $65,000 $65,000
Estimated Rounds 30k 30k 30k 30k 30k
Fees Per Round $2.75 $2.75 $2.75 $2.75 $3.00
Revenue for Rounds $82,500 $82,500 $82,500 $82,500 $90,000 Ongoing Expenses
Liability/Property Insurance ($14,459) ($14,458) ($15,000) ($15,000) ($15,000) Payment to Airport ($64,083) ($64,083) ($64,083) ($51,266) ($64,083) City Contribution for CIP ($25,000) ($25,000) ($25,000) ($25,000) ($25,000) Total $43,958 $43,959 $43,417 $56,234 $50,917
ALTERNATIVES:

The staff has no recommendation currently. Request the council review the above information and determine whether it is feasible to stay the course as outlined in Amendment 9 or move forward with a budget adjustment addressing any or all the deferred maintenance items as presented.

ATTACHMENTS:

1. Resolution - Approving Ninth Amendment

2. Inspection Report for Madera Golf Course dated November 1, 2023

3. Golf Course Advisory Committee Letter received February 7, 2024 ATTACHMENT 1
RESOLUTION NO. 23-113

NINTH AMENDMENT TO THE MADERA MUNICIPAL GOLF COURSE
OPERATION AND MANAGEMENT LEASE AGREEMENT WITH SGM INC.

DBA SIERRA GOLF MANAGEMENT INC.

WHEREAS, the City of Madera (City) owns the Madera Municipal Golf Course, hereinafter called golf course for use and benefit of the public; and WHEREAS, the City desires to provide the highest level of service to the community of Madera by providing an improved golf course facility and related operations; and WHERAS, the City and SGM Inc. DBA Sierra Golf Management Inc. (SGM) entered into a five-year agreement on October 7, 2009; and
WHEREAS, the initial five-year agreement allowed for a five-year extension and said fiveyear extension was exercised via Amendment on October 15, 2014; and WHEREAS, on October 3, 2013, the City Council approved the second amendment to the agreement; and
WHEREAS, on October 15, 2014, the City Council approved the third amendment to the agreement; and
WHEREAS, on October 2, 2019, the City Council approved the fourth amendment to the agreement; and
WHEREAS, on April 15, 2020, the City Council approved the Fifth amendment to the agreement; and
WHEREAS, on March 17, 2021, the City Council approved the Sixth amendment to the agreement; and
WHEREAS, on April 27, 2023, the City Council approved the Seventh amendment to the agreement; and
WHEREAS, on May 28, 2023, the City Council approved the Eighth amendment to the agreement; and
WHEREAS, the existing agreement is set to expire on June 30, 2023; and WHEREAS, the City SGM have been in negotiations to develop new lease terms for fullservice golf course operations; and WHEREAS, the City and Sierra Golf Management have agreed to extend the existing agreement to five years including a five-year renewal option; and WHEREAS, all terms and conditions of the agreements shall remain unless expressly amended in the ninth amendment a copy of which is attached hereto as Exhibit 1 and referred to for particulars, is approved; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MADERA, finds, orders and resolves as follows:

1. The above recitals are true and correct.

2. The City Council approves the Ninth Amendment to the Lease Agreement with SGM for Golf Course Operation and Management which is attached hereto as Exhibit 1.

3. The Mayor of the City of Madera is authorized to execute the Amendment on behalf of the City.

4. This Resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Madera this 21st day of June 2023 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

ATTEST:

Mayor Garcia, Councilmembers Gallegos, Rodriguez, Montes, Evans, Mejia and Villegas.

None.

APPROVED:

SANTOS GARCIA
-·-
Exhibit 1

NINTH AMENDMENT TO MADERA MUNICIPAL GOLF COURSE OPERATION AND MANAGEMENT LEASE AGREEMENT BETWEEN THE CITY OF MADERA AND SIERRA GOLF MANAGEMENT, INC.

This Ninth Amendment to Madera Municipal Golf Course Operation and Management Lease Agreement {"FIFTH Amendment"} is made by and between the City Of Madera, a California municipal corporation, ("City"), and SGM Inc. dba Sierra Golf Management Inc., Post Office Box 788 Chowchilla, California 93610 ("Sierra") both hereinafter collectively referred to as "the Parties."

RECITALS
WHEREAS City and Sierra entered into an agreement on October 7, 2009, to contract for the operation and management of the Madera Municipal Golf Course ("Agreement"); and WHEREAS, the Parties executed a Second Amendment to Agreement on July 3, 2013, a Third Amendment to Agreement onOctober15, 2014, a Fourth Amendment to Agreement on October 2, 2019, a Fifth Amendment to Agreement on, a Sixth Amendment on April 15, 2020, a Seventh Amendment on 27 April 2023, an Eighth Amendment on May 28, 2023; and
WHEREAS, the Parties have been diligently negotiating a new long-term agreement for the last few months; and
WHEREAS the Agreement is set expire on June 30, 2023; and WHEREAS, the Parties the parties have reached mutual agreement on a new long-term contract.

AMENDMENT

1. Section 2 of the Agreement entitled "Term" and as amended by prior amendments is amended by adding the following to the end of Section 2:
"Notwithstanding the above language, the term of this Agreement shall extend for a period not to exceed five years from the date of execution. Both parties agree to resume discussions related to exercising a five-year option to renew the agreement within 180 days of the termination date.

2. Section 5.1 of the Agreement entitled "Base Rent" and as amended by prior amendments is amended by adding the following to the end of Section 5.1:
"Notwithstanding the above language, the base rent shall be $5416.66 per month during the term as described in Section 2 of the Agreement.

3. Section 5.2 of the Agreement entitled "Per Round Rate" and as amended by prior amendments is amended by adding the following to the end of Section

5.2:
"Notwithstanding the above language and Section 4.6 of the Agreement, the Per Round Rate shall be $2.75 during years one (1) through four (4) and $3.00 in year four (4) through five (5) during the term as described in Section 2 of the Agreement.

Years 1-4
Year 5
$2.75 per round
$3.00 per round

4. Section 5.5 of the Agreement entitled Capital Improvement Account is amended as follows.

Commencing on the Effective Date and continuing through the Initial Term and Renewal Term, the City shall hold in reserves $75,000 in the Golf Course Capital Improvement Account and shall make such funds available exclusively for capital improvement projects at the Leased Premises.

5. Section 5.6 of the Agreement entitled Capital Improvement in the Agreement relating to Capital Improvements is amended as follows. "Each year of the extended Agreement as per the Ninth Amendment, Sierra shall make capital improvements to the leased Premises in the amount of $50,000 per year. Sierra and its Tenant shall make an annual expenditure of no less than $25,000 each or $50,000 in total per calendar year.

The first priority shall be the repair and upgrade of the banquet hall restrooms.

In parallel or soon after, SGM will utilize the unexpended funds, $15,000 previously allotted via Amendment no Sixth to address the issue of potable water. These funds will be utilized to purchase a new water tank and pump.

All other said capital improvements, and order of priority shall be determined by the Golf Course Committee.

6. Section 7.13 of the agreement entitled Restaurant and Banquet Operations is Amended as follows.

Sentence 2 of Paragraph No 2 is deleted in its entirety and replaced with "Should SPS vacate the clubhouse, the City, and SGM will work together to procure a new operator"

7. Section 40 is added to the agreement to read as follows; The City will utilize the Golf course for 5 events;

1. Annual 4th of July Holiday Golf Tournament

2. Fishing Derby

3. Employee Appreciation Day

4. Yet to determined

5. Yet to be determined

8. Section 41 is added to the agreement to read as follow:

Golf Course Advisory Committee - Within 30 days of the effective date of this contract, a Golf Course Working Group shall be mutually established between the parties. The group shall be comprised of:

1. One City Council member

2. Parks Director

3. SGM Representative

4. Service Organization Representative

5. Golfer

6. Food and Beverage Director/Representative

7. At-large Community member

9. Except as amended by this Ninth Amendment, all terms and conditions of the Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the City of Madera has caused this Ninth Amendment to Agreement to be executed on its behalf by its Mayor and duly attested by its City Clerk, and SGM Inc. dba Sierra Golf Management Inc. has executed this Ninth Amendment to Madera Municipal Golf Course Operation and Management Lease Agreement on the day and year written below.

CITY OF MADERA, SGM INC. OBA SIERRA GOLF MANAGEMENT
A municipal corporation INC.

Santos Gar~
Date Date
APPROVED AS TO FORM:

Hilda Cantu Montoy,
City Attorney ATTEST:

ATTACHMENT 2

ATTACHMENT 3

Madera City CouncilMay 1, 2024

Madera City Council
May 1, 2024