Agenda packet — Selma City Council, January 21, 2025 (part 1 of 2)

CITY MANAGER’S/STAFF’S REPORT
CITY COUNCIL MEETING:

ITEM NO: 1.a.

SUBJECT:

DISCUSSION: Election Code Section §10263 states that upon completion of the canvass and before installing new officers, the governing body shall adopt a resolution declaring the results of the election.

The County Registrar of Voters issued its certification of the election on December 3, 2024.

Pursuant to Elections Code §10264 as soon as the results of an election is declared, including a consolidated election in which the election results are declared by the County Registrar of Voters, the governing board of the City is required to enter in its records a statement of the result containing specified information, all of which appear in the Certificate of the Election issued by the County Registrar of Voters.

To conform to the requirements of Election Code §10264, the Council is required to adopt a resolution which serves as a permanent record of the election results on a municipal measure that appeared on the ballot. A resolution has been prepared and is attached.

At a Special Meeting of the Selma City Council on December 19, 2024, a resolution was adopted by a Council majority consisting of Mayor Scott Robertson, Councilmember Sarah Guerra, Councilmember Jim Avalos, and Councilmember Santiago Oceguera. Because of the irregularities and questionable legality of the manner in which Councilmember Avalos and Councilmember Oceguera were sworn in and installed as Councilmembers, Councilmember Mendoza-Navarro and Mayor Pro Tem Cho are still recognized as current Councilmembers until after the adoption of this Resolution to minimize legal risk to the City of Selma and ensure full procedural compliance with the applicable codes and statutes.

RECOMMENDATION: Adopt Resolution certifying election.
____/s/___________________________ January 10, 2025
Reyna Rivera Date
City Clerk
Consideration of a Resolution reciting the fact of the consolidated General Municipal Election held on November 5, 2024, declaring the result and such other matters as may be provided by law January 21, 2025
January 21, 2025 Council Packet Page 1
____/s/___________________________ January 10, 2025
Fernando Santillan Date
City Manager
Attachments:

1. Resolution Certifying November 5, 2024 General Election

2. Statement of Votes and Certificates of Election
January 21, 2025 Council Packet Page 2
RESOLUTION NO. 2025 – 1R

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SELMA, CALIFORNIA, RECITING THE FACT OF THE

CONSOLIDATED GENERAL MUNICIPAL ELECTION
HELD ON NOVEMBER 5, 2024, DECLARING THE RESULT AND SUCH OTHER

MATTERS AS MAY BE PROVIDED BY LAW
WHEREAS, a consolidated General Municipal Election was duly called and held in the City of Selma on Tuesday, November 5, 2024; and
WHEREAS, notice of the election was given in the time, form and manner as provided by law; that voting precincts were properly established; that election officers were appointed and that in all respects the election was held and conducted and the votes were cast, received and canvassed and the returns made and declared in time, form and manner as required by the provisions of the Elections Code of the State of California for the holding of elections in general law cities; and
WHEREAS, the Fresno County Clerk/Registrar of Voters canvassed the returns of the election and certified the results, which were received and are attached and made a part hereof as Exhibit “A”.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SELMA
HEREBY FINDS, DETERMINES AND RESOLVES AS FOLLOWS:

Section 1. The above recitals are true and correct and are incorporated herein by reference.

Section 2. That the whole number of ballots cast in the precincts and by mail ballots cast in the City was 6,576.

Section 3. That the following persons appeared on the ballot for a two-year term Mayor of the City Council and received the respective votes noted:

Irma Nunez 689 Votes
Louis Franco 2,687 Votes
Scott Robertson 2,887 Votes
Section 4. That the number of votes given at each precinct and the number of votes given in the City to each of the persons above named for the respective offices for which the persons were candidates are as listed on Exhibit “A”.

Section 5. The City Council hereby declares and determines that Scott Robertson was elected as Mayor of the City Council for the term of two (2) years.

January 21, 2025 Council Packet Page 3
Section 6. That the following persons appeared on the ballot for a four-year term District No. 1 member of the City Council and received the respective votes noted:

Blanca Mendoza-Navarro 835 Votes
Jim Avalos 1,039 Votes

Section 7. That the number of votes given at each precinct and the number of votes given in the City to each of the persons above named for the respective offices for which the persons were candidates are as listed on Exhibit “A”.

Section 8. The City Council hereby declares and determines that Jim Avalos was elected as a District No. 1 member of the City Council for the full term of four (4) years.

Section 9. That the following persons appeared on the ballot for a four-year term District No. 4 member of the City Council and received the respective votes noted:

Jobita “Jovita” Camacho 369 Votes
Santiago Oceguera 679 Votes
Section 10. That the number of votes given at each precinct and the number of votes given in the City to each of the persons above named for the respective offices for which the persons were candidates are as listed on Exhibit “A”.

Section 11. The City Council hereby declares and determines that: Santiago Oceguera was elected as a District No. 4 member of the City Council for the full term of four (4) years.

Section 12. The City Council adopted Ordinance No. 2023-6 and Resolution No. 2023-116R ordering the submission to the voters of a proposal to add Chapter 9 Section 1 through Section 9 to Title 1 and Chapter 10 Section 1 through Section 3 to Title 1 of the Municipal Code regarding term limits for Selma Mayor and Council Members. Pursuant to the provisions of the Elections Code, the following measure appeared on the ballot and was also voted upon by the City’s voters:

MEASURE T

CITY OF SELMA CITY COUNCIL DISTRICT MEASURE
Shall a measure establishing term limits for Selma Mayor and City Council Members be adopted?
No 1,003 Votes
Yes 5,292 Votes
January 21, 2025 Council Packet Page 4
Section 13. The City Council hereby declares and determines that, as a result of the election and the official certification of the canvassing of votes for and against Measure T, the Measure has passed. Accordingly, the ordinance establishing term limits for the Mayor and City Council Members is hereby confirmed as a valid and binding ordinance of the voters of the City of Selma.

The term limits established under this ordinance shall be applied as follows:
(a) For the Mayor: Term limits shall be measured from and commence with the term of the Mayor elected at the November 5, 2024, General Municipal Election. (b) For Members of the City Council: Term limits shall be measured from and commence with the terms of office for City Council Members elected at the November 5, 2024, General Municipal Election.

Section 14. The City Council hereby directs that the City Clerk in accordance with the provisions of Elections Code Section 10264, enter on the records of the City Council of the City, a Certified Copy of this Resolution and Exhibit “A” showing:
(a) The whole number of votes cast in the city.
(b) The names of the persons voted for.
(c) The measures voted upon.
(d) For what office each person was voted for.
(e) The number of votes given at each precinct to each person and for and against each measure.
(f) The number of votes given in the city to each person and for and against each measure.

Section 15. The City Council hereby directs that the City Clerk deliver to the Council members elected at said election a CERTIFICATE OF ELECTION. The City Clerk shall administer the oath of office prescribed in the State Constitution, to each person elected, and have them subscribe thereto, whereupon they shall be inducted into the office to which they have been elected.

Section 16. Severability. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

Section 17. Effective Date. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Selma on this 21st day of January 2025, by the following roll call vote:

January 21, 2025 Council Packet Page 5
AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
__________________________
Scott Robertson
Attest: Mayor of the City of Selma
_____________________________
Reyna Rivera
City Clerk
January 21, 2025 Council Packet Page 6

STATEMENT OF VOTES CAST
ATTHE

CONSOLIDATED GENERAL ELECTION

HELD ON
NOVEMBERS, 2024
INTHE

CITY OF SELMA

COUNTY OF FRESNO

STATE OF CALIFORNIA

CERTIFICATE OF COUNTY CLERK TO RESULTS OF THE CANVASS

STATE OF CALIFORNIA)
) ss.

County of Fresno )
I, JAMES A. KUS, County Clerk/Registrar of Voters of the County of Fresno, State of California, do hereby certify that pursuant to the provisions of Section 15301 et seq of the Elections Code of the State of California, I did canvass the returns of the votes cast in the City of Selma, County of Fresno, at the election held on November 5, 2024, for the local offices and ballot measure, submitted to the vote of the voters, and that the Statement of the Vote Cast, to which this certificate is attached, shows the whole number of votes cast in the city and in each of the respective precincts therein, and that the totals of the respective columns and the totals shown for the offices are full, true and correct.

WITNESS my hand and Official Seal this 3rd day of December, 2024.

JAMES A.KUS
County Clerk/Registrar of Voters
January 21, 2025 Council Packet Page 7
Page: 1 of 19
Precinct
County
Eledionwide
0000121
Vote Center
Vote by Mail
Total
0000123
Vote Center
Vote by Mail
Total
0000460
Vote Center
Vote by Mail
Total
0000461
Vote Center
Vote by Mail
Total
0000462
Vote Center
Vote by Mail
Total
0000463
Vote Center
Vote by Mail
Total
-
0000464
Vote Center
Vote by Mail
Total
Registered
Voters
4 4 4
1,096 1,096 1,096
749 749 749
1,352
1,352 1,352
169 169 169
0 0 0
0 0
0 Vo.ters Cast % Tumbut
3 75.00%
2 50.00%
5 125.00%
138 12..59%
412 37.59%
550 50.18%
75 10.01%
321 42.86% 396 52.87%
169 12.50%
604 44.67%
773 57.17%
26 15.38%
67 39.64%
93 55.03%
0 NIA
0 N/A 0 N/A
0 N/A
0 N/A 0 N/A

FRESNO COUNTY

CONSOLIDATED GENERAL ELECTION
NOVEMBER 5, 2024

STATEMENT OF VOTES
•
12/4/2024 3:40:52 PM
January 21, 2025 Council Packet Page 8
Page: 2 of 19 12/4/2024 3:40:52 PM
Precinct Registered Voters Cast % Turnout Voters
0000465
Vote Center 233 24 10.30%
Vote by Mail 233 110 47.21%
Total 233 134 57.51%
0000466
Vote Center 242 28 11.57%
Vote by Mail 242 71 29.34%
Total 242 99 40.91%
0000467
Vote Center 61 7 11A8%
Vote by Mail 61 20 32.79%
Total 61 27 4426%
0000468
Vote Center 904 103 11.39%
Vote by Mail 904 452 50.00%
Total 904 555 61.39%
0000469
Vote Center 0 0 N/A
Vote by Mail 0 0 N/A
Total 0 0 N/A
0000470
Vote Center 730 92 12.60%
Vote by Mall 730 288 39.45%
Total 730 380 52.05%
0000471
Vote Center 2,044 277 13.55%
Vote by Mail 2,044 990 48.43%
Total 2,044 1,267 61.99%
0000472
Vote Center 122 11 9.02%
Vote by Mail 122 66 54.10%
Total 122 77 63.11%
0000473
Vote Center 501 38 7.58%
Vote by Mail 501 342 68.26%
Total 501 380 75.85%
January 21, 2025 Council Packet Page 9
Page: 3 of 19 12/4/2024 3:40:52 PM
Precinct Re~istered voters Cas1 % Turnout Voters
0000474
Vote Center 534 67 12.55%
Vote by Mail 534 225 42.13%
Total 534 292 54.68%
0000475
Vote Center 2,423 321 1325%
Vote by_ Mail 2,423 1,227 50.64%
Total 2,423 1,548 63.89%
Electionwide - Total 11,164 6,576 58.90%
County - Total 11,164 6,576 58.90%
Vote Center 11,164 1,379 1235%
Vote by Mail 11,164 5,197 46.55%
January 21, 2025 Council Packet Page 10
Page: 4 of 19 12/4/2024 3:40:52 PM
Selma Mayor (Vote for 1) ***" - Insufficient Turnout to Protect Voter Privacy 8 z "' z .... 'O 0 "' l!l "' "' u 2! 0 l!l u.. ~"' i:: 0 ffi "' <II ,._ QJ i! Vl QJ •- QJ "C s 0 a:, E Cl..., Precinct Cl> 0 C Precinct g uO i= er:> ::, V1 Ct:

County County
Electionwide Election~ide
0000121 0000121
Vote Center 3 4 ..... **** Vote Center *'""" .... ***11r **** Vote by Mail 2 4 *""* - Vote by Mail .... .. .. . .... **"'* Total 5 4 **"'* .... Total ~*** **** **** ****
0000123 0000123
Vote Center 138 1,096 5 3 Vote Center 57 43.85% 55 42.31% Vote by Mail 412 1,096 11 1 Vote by Mail 145 36.25% 191 47.75% Total 550 1,096 16 4 Total 202 38.11% 246 46.42%
0000460 0000460
Vote Center 75 749 6 0 Vote Center 20 28.99% 40 57.97%
Vote by Mail 321 749 10 0 Vote by Mail 124 39.87% 117 37.62% Total 396 749 16 0 Total 144 37.89% 157 41.32%
0000461 0000461
Vote Center 169 1,352 6 0 Vote Center 72 44.17% 7S 46.01% Vote by Mail 604 1,352 32 1 Vote by Mail 229 40.11% 284 49.74% Total 773 1,352 38 1 Total 301 41.01% 359 48.91%
0000462 0000462
Vote Center 26 l69 2 0 Vote Center 13 54.17% 7 29.17%
Vote by Mail 67 169 2 0 Vote by Mail 35 53.85% 18 27.69% Total 93 169 4 0 Total 48 53.93% 25 28.09%,
0000463 0000463
• Vote Center 0 0 0 0 Vote Center 0 0
Vote by Mail 0 0 0 0 Vote by Mail 0 0
Total 0 0 0 0 Total 0 0
0000464 0000464
Vote Center 0 0 0 0 Vote Center 0 0
Vote by Mail 0 0 0 0 Vote by Mail 0 0
Total 0 0 0 0 Total 0 0
January 21, 2025 Council Packet Page 11
Page: 5 of 19 12/4/2024 3 :40:52 PM
~
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0000121
Vote Center **** **** •iH,:* •·tt* ............ -·
Vote by Mail .,.... ..... ..... ~tt1: ·-· #ti ....

Total ...... .. .. .. ... ....... ...... .......
0000123
Vote Center 18 13.85% 0 0.00% 130 0
Vote by Mail 64 16.00% 0 0.00% 400 0
Total 82 15.47% 0 0.00% 530 0
0000460
Vote Center 9 13.04% 0 0.000/4 69 0
Vote by. Marl 70 22.51% 0 0.00% 311 0
Total 79 20.79% 0 0.00% 380 0
0000461
Vote Center 16 9,82% 0 0.00% 163 0
Vote by Mail 58 10.16% 0 0.00% 571 0
Total 74 10.08% 0 0.00% 734 0
0000462
Vote Center 4 16.67% 0 0.00% 24 0
Vote by Mail 12 18.46% 0 0.00% 65 0
Total 16 17.98% 0 0.00% 89. 0
0000463
Vote Center 0 0 0 0
Vote by Mail 0 0 0 0
Total 0 0 0 0
0000464
Vote Center 0 0 0 0
Vote by Mail Q 0 0 0
Total 0 0 0 0
January 21, 2025 Council Packet Page 12
Page: 6 of 19 12/4/2024 3:40:52 PM
8 "' z z t: -0 .'!l V, c2 0 ro "' "' VI u i 0 u. I- VI ., .<! !/'.l I= ffi "' ·-"' E Cl..., ',:) OJ ::> 0"" Precinct "' 0 C: 6 Precinct g uO i= 0:: > ::::, Vl 0::
--
0000465 0000465
Vote Center 24 233 1 0 Vote Center 10 43.48% 1 1 47.83% Vote by Mail 110 233 6 0 Vote by Mail 47 45.19% 43 47.35% Total 134 233 7 0 Total 57 44.88% 54 42.52%
0000466 0000466
Vote Center 28 242 0 0 Vote Center 9 32.14% 17 60.71%
Vote by Mail 71 242 7 0 Vote by Mail 30 46.88% 24 37.50% Total 99 242 7 0 Total 39 42.39% 41 44.57%
0000467 0000467
Vote Center 7 61 f;'ft-Jt~ **** Vote Center **** *""* ***"" **** Vote by Mail 20 61 1 0 Vote by Mail 4 21.05% 1 1 57.89% Total 27 61. 1 0 Total 7 26.92% 13 50.00%
0000468 0000468
Vote Center 103 904 6 1 Vote Center 39 40.63% . 51 53.13% Vote by Mail 452 904 16 1 Vote by Mail 197 45.29% 202 46.44% Total 555 904 22 2 Total 236 44.44% 253 47.65%
0000469 0000469
Vote Center 0 0 0 0 Vote Center 0 0
Vote by Mail 0 0 0 0 Vote by Mail 0 0
Total 0 0 0 0 Total 0 0
0000470 0000470
Vote Center 92 730 5 0 Vote Center 43 49.43% 35 40.23%
Vote by Mail 288 730 17 0 Vote by Mail 115 42.44% 112 41.33% Total 380 730 22 0 Total 158 44.13% 147 41.06%
0000471 0000471
Vote Center 2n 2,044 22 1 Vote Center 109 42.91% 124 48.82% Vote by Mail 990 2,044 43 0 Vote by Mail 397 41.92% 457 48.26% Total 1,267 2,044 65 1 Total 506 42.13% 581 48.38%
0000472 0000472
Vote Center 11 122 0 0 Vote Center 4 36.36% 7 63.64%
Vote by Mail 66 122 6 0 Vote by Mail 19 31.67% 33 55.00% -
Total 77 122 6 0 Total 23 32.39% 40 56.34%
January 21, 2025 Council Packet Page 13
Page: 7 of 19 12/4/2024 3:40:52 PM
z s '.O ::)' .,_ z C 0 2: C: ·
, -> i < ,ij ::E ·.::: ., - 15 ·- ·c:- PreciAct 3: ,.... :3 3: - 0000465
Vote Center 2 8.70% 0 0.00% 23 0
Vote by Mail 14 13.46% 0 0.00% 104 0
-
Total 16 12.60% 0 0.00% 127 0
0000466
Vote Center 2 7.14% 0 0.00% 28 0
Vote by Mail 10 15.63% a 0.00% 64 0
Total 12 13.04% 0 0.00% 92 0
0000467
Vote Center 1t!t'IOt' ..... ...... UH #- 'fl>•it:•
Vote by Mail 4 21.05% 0 0.00% 19 0
Total 6 23.08% 0 0.00% 26 0
0000468
Vote Center 6 6.25% 0 0.00% 96 0
Vote by Mail 36 8.28% 0 0.00% 435 0
Total 42 7.91% 0 0.00% 531 0
0000469
Vote Center 0 0 0 0
Vote by Mail 0 0 0 0
Total 0 0 0 0
0000470
Vote Center 9 10.34% 0 0.00% 87 0
Vote by Mall 44 16.24% 0 0.00% 271 0
Total 53 14.80% 0 0.00% 358 0
0000471
Vote Center 21 8.27% 0 0.00% 254 0
Vote by Mail 93 9.82% 0 0.00% 947 0
Total 114 9.49% 0 0.00% 1,201 0
0000472
Vote Center 0 0.00% 0 0.00% 11 0
Vote by Mail 8 1333% 0 0.00% 60 0
Total 8 11.27% 0 0.00% 71 0
January 21, 2025 Council Packet Page 14
Page: 8 of 19 12/4(2024 3:40:52 PM
0 u z
... "' z 0 "' -e ., VI .. "f 1 .l!! V> u ..... I-
·:rr ., I= ffi - - ., -0 "' ::> 0 '"' Precinct E g1Q C: > Prec;inct o , u O· i= a: > ::> 0 _, V> a:
0000473 0000473
Vote Center 38 501 3 0 Vote Center 13 37.14% 17 48.57%
Vote by Mail 342 501 19 0 Vote by Mail 119 36.84% 185 57.28% Total 380 501 22 0 Total 1'32 36.87% 202 56.42%
0000474 0000474
Vote Center 67 534 2 0 Vote Center 35 53.85% 22 33.85%
Vote by Mail 225 534 7 0 Vote by Mall 114 52.29% 85 38.99% Total 292 "534 9 0 Total 149 52.65% 107 37.81%
0000475 0000475
Vote Center 321 2,423 15 1 Vote Center 146 47,87% 128 41.97% Vote by rvtail 1,227 2.4_23 54 0 Vote by Mail 537 45.78% , 531 45 .. 27% Total 1,548 2,423 69 1 Total 683 4621% 659 44.59%
Electionwide - Total 6,576 11,164 304 9 Electionwide - Total 2,687 42.90% 2,887 46.10% County - Total 6,576 11,164 304 g County- Total 2,687 42.90% 2,887 46.10% January 21, 2025 Council Packet Page 15
Page: ·9 of 19 12/4/2024 3:40:52 PM
t::l
z "' "CJ
::::> '5 a, C: 2: C: z
·.1 > o- <t "' '
-~ .::: C: ... Precinct 3 I- =>3
0000473
Vote Center 5 14.29% 0 0.00% 35. 0
Vote by
Mall 19 5.88% 0 0.00% 323, 0
Total 24 6.70% 0 0.00% 358 0
0000474
Vote Center 8 12.31% 0 0.00% 65 0
Vote by Mail 19 8.72% 0 0.00% 218• 0
Total 27 9.54% 0 0.00% 283 0
0000475
Vote Center 31 10.16% 0 0.00% 305 0
Vote by Mail 105 8.95% 0 0.00% 1,173 0
Total 136 9.20% 0 0.00% 1.478 a
Electionwide - Total 689 11.00% 0 0.00% 6,263 0
County - Total 689 11.00% 0 0.00% 6,263 0
January 21, 2025 Council Packet Page 16
Page: 10 of 19 12/4/2024 3:40:52 PM
Selma City Council District No. 1 (Vote for 1) • """*-InsufficientTunwuttoProtectVoterPrwacy V, ' (/) t, :0 C1J "' • §o g "' l!! u i E I'.! <( V, l:J, o ,<C > CIJ' •- QJ C1J c! Zz> <( E 0\ - "tJ "' :5 w <( ;:',! Precinct CIJ; 0 C: i= c3 Precinct ct: > ::, a:, ;:',! z ::; County County
Electionwide Election wide
0000469 0000469
Vote Center 0 0 0 0 Vote Center 0 0
Vote by Mail 0 0 0 0 Vote by Mail 0 0
Total 0 0 0 0 Total 0 0
!0000470 0000470
Vote Center 92 730 9 0 Vote Center 37 44.58% 46 55.42.% Vote by Mail 288 730 15 0 Vote by Mail 145 53.11% 128 46.89% Total 380 730 24 0 Total 182 51.12% 174 48.88%
0000471 0000471
Vote Center 2n 2,044 30 0 Vote Center 101 40.89% 146 59.11% Vote by Mail 990 2,044 69 0 Vote by Mail 410 44.52% 511 55.48% Total 1,267 2,044 99 0 Total 511 43,75% 657 56.25%
0000473 0000473
Vote Center 38 501 4 0 Vote Center 13 38.24% 21 61.76%
Vote by Mail 342 501 26 0 Vote by Mail 129 40.82% 187 59.1"8% Total 380 501 30 0 Total 142 40.57% 208 59.43%
Electionwide - Total 2,027 3,275 153 0 Electionwide - Total 835 44.56% 1,039 55.44% County - Total 2,027 3,275 153 0 County - Total 835 44.56% 1,039 55.44% January 21, 2025 Council Packet Page 17
Page: 11 of 19 12/4/2024 3:40:52 PM
<II "O fl
C: 0 .?. "' C:
"J; > o - "' ' -~ iu -~
Precinct ~
.
0 1,- :§
County
1:lectionwide
0000469
Vote Center 0 0 0
Vote by Mail 0 0 a
Total 0 0 0
0000470
V0te Center 0 0.00% 83 0
Vote by Mail 0 0.00% 273 0
Total 0 0.00% 356 0
0000471
Vote Center 0 0.00% 247 0
Vote by
Mail 0 0.00% 921 0
Total a 0.00% 1,168 0
0000473
Vote Center 0 0.00% 34 0
Vote by Mail 0 0.00% 316 0
Total 0 0.00% 350 0
Electionwide - Total 0 0.00% 1,874 0
County- Total 0 0,00% 1,874 0
January 21, 2025 Council Packet Page 18
Page: 12 of 19 12/4/2024 3:40:52 PM
Selma City Council District No. 4 (Vote for 1) ""*"" - Insufficient Turnout to Pmtect Voter Privacy "' :> 0~ ... V, "C 00 l!l V, "' 0 ., ;' :i:: \.!) LU u 2: 0 <( u ::::i II) ., 2: ., I- <( I- \.!) ·- ., "C ai z ..... E C) ... Precinct ., 0 C: Precinct <( u i= ct:> ::::i Qu VJ 0 County County
y
Electionwide Electionwide
0000123 0000123
Vote Center 138 1,096 17 0 Vote Center 55 45.45% 66 54.55% Vote by Mail 412 1,096 38 0 Vote by Mail 124 33.16% 250 66.84% Total 550 1,096 55 0 Total 179 36.16% 316 63.84%
0000460 0000460
Vote Center 75 749 12 0 Vote Center 24 38.10% 39 61.90% Vote by Mail 321 749 24 0 Vote by Mail 87 29.29% 210 70.71% Total 396 749 36 0 Total 111 30.83% 249 69.17%
-
0000462 0000462
Vote Center 26 169 2 0 Vote Center 10 41.67% 14 58.33%
Vote by Mail 67 169 6 0 Vote by Mail 25 40.98% 36 59.02% Total 93 169 8 0 Total 35 41.18% 50 58.82%
0000464 0000464
- -
Vote Center 0 0 0 0 Vote Center 0 0
Vote by Mail 0 0 0 0 Vote by Mail ·o 0
Total 0 0 0 0 Total 0 0
0000465 0000465
Vote Center 24 233 2 0 Vote Center 9 40.91% 13 59.09%
Vote by Mail 110 233 24 0 Vote by Mail 35 40.70% 51 59.30% Total 134 233 26 0 Total 44 40.74% 64 59.26%
Electionwide - Total 1,173 2,247 125 0 Efectionwide - Total 369 35.21% 679 64.79% County- Total 1,173 2,247 125 0 County- Total 369 35.21% 679 64.79% January 21, 2025 Council Packet Page 19
Page: 13 of 19 12/4/2024 3:40:52 PM
"' ., "Cl .,
·¥ 0 2; C > o- VI '
-~
Precinct ~ . 53·
County
Election wide
0000123
Vote Center 0 0.00% 121 0
Vote by Mail 0 0.00% 374 0
Total 0 0.00% 495 0
0000460
Vote Center 0 0.00% 63 0
Vote by Mail 0 0.00% 297 0
Total 0 0.00% 360 0
0000462
Vote Center 0 0.00% 24 0
Vote by Mail 0 0.00% 61 0
Total 0 0.00% 85. 0
0000464
Vote Center l) 0 0
Vote by Mail 0 0 0
Total 0 0 0
0000465
Vote Center 0 0.00% 22 0
Vote by Mail 0 .0.00% 86 0
Total 0 0.00% 108 0
Electionwide - Total 0 0.00% 1,048 0
County • Total 0 0.00% 1,048 0
January 21, 2025 Council Packet Page 20
Page: 14 of 19 12/4/2024 3 :40: 52 PM
T. City of Selma Term Limits Measure (50% +1 to pass) (Vote for 1) ****-InsuffieientTumouttoProtectVoterPrivacy - "l'.l VI VI .. "' "' Q) "' 0 .. u 0
VI i:: g > QJ QJ -;;;
E -0 .. V, 0 Precinct '1) 0 C: 6 Precinct w i= c.:> :::> >- z County
•
County
Electionwide Electionwide
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0000460 0000460
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0000461 0000461
Vote Center 169 1,352 8 0 Vote Center 128 79.50% 33 20.50% 161 Vote by Mail 604 1,352 34 0 Vote by Mail 474 83.16% 96 16.84% 570 Total 773 1,352 42 0 Total 602 82.35% 129 17.65% 731
0000462 0000462
Vote Center 26 169 1 0 Vote Center 20 80.00% 5 20.00% 25 Vote by Mail 67 169 1 0 Vote by Mail 54 81.82% 12 18.18% 66 Total 93 169 2 0 Total 74 81.32% 17 18.68% 91
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January 21, 2025 Council Packet Page 21
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January 21, 2025 Council Packet Page 22
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January 21, 2025 Council Packet Page 23
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Vote Center 321 2,423 15 1 Vote Center 245 80.33% 60 19.67% 305 Vote by Mail 1,227 2.423 47 0 Vote by Mail 1,020 86.44% 160 13.5.6% 1,180 Total 1,548 2,423 62 1 Total 1,265 85.19% 220 14.81% ),485 · Electionwide - Total 6,576 11,164 277 4 Electionwide -Total 5,292 84.07% 1,003 15.93% 6,295 County - Total 6,576 11,164 277 4 County - Total 5,292 84.07% 1,003 15.93% 6,295 January 21, 2025 Council Packet Page 25
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January 21, 2025 Council Packet Page 26
Certificate of Election
This is to certify that

SCOTT ROBERTSON
was elected to the office of
City Of Selma
Mayor
of the County of Fresno,
State of California, at an election duly held
therein on
NovemberS,2024
In Witness Whereof, I have hereunto set
my hand affixed my official seal this 3rd
day of December, 2024
James A. Kus
County Clerk/Registrar of Voters
January 21, 2025 Council Packet Page 27
Certificate of Election
This is to certify that
]IM AVALOS
was elected to the office of
City Of Selma
Member, City Council District No. 1
of the County of Fresno#
State of California, at an election duly held
therein on
November 5, 2024
In Witness Whereof, I have hereunto set
my hand affixed my official seal this 3rd
day of December, 2024
James A. Kus
County Clerk/Registrar of Voters
January 21, 2025 Council Packet Page 28
Certificate of Election
This is to certify that

SANTIAGO OCEGUERA
was elected to the office of
City Of Selma
Member, City Council District No. 4
of the County of Fresno,
State of California, at an election duly held
therein on
November 5, 2024
In Witness Whereof, I have hereunto set
my hand affixed my official seal this 3rd
day of December, 2024
James A. Kus
County Clerk/Registrar of Voters
January 21, 2025 Council Packet Page 29
CITY MANAGER’S/STAFF’S REPORT
CITY COUNCIL MEETING DATE: January 21, 2025
ITEM NO: 1.g.

SUBJECT: Consider Mayoral/City Council Appointments to Various Boards BACKGROUND: With the results of the November 2024 Elections being certified on January 21, 2025 the matter of Mayoral and City Council appointments need to be considered.

DISCUSSION: The Selma City Council is represented on various regional boards and commissions, as well as on several Joint Powers Authorities (JPAs) and the SelmaKingsburg-Fowler (SKF) Sanitation District. Selma City Council representation on some of those boards and committees are determined by the Selma Mayor, and in the case that the Mayor decides to appoint a different representative, the Council may have the authority to approve the appointment.

In other cases, the City’s representation is determined by the Joint Powers Agreement for each Authority. Further, in the case of SKF, the City’s representative is determined by statute, as discussed below.

Government Code 40605
Government Code 40605 provides as follows:

In general law cities where the office of mayor is an elective office pursuant to Article 5 (commencing with Section 34900) of Chapter 7 of Part 1 of Division 2 of Title 4, the mayor, with the approval of the city council, shall make all appointments to boards, commissions, and committees unless otherwise specifically provided by statute.

This statute does not apply to JPAs which explicitly regulate the selection process for board representation (such as the Fresno COG), or to instances where the selection process is specifically regulated by statute such as is the case with SKF, which is governed by Health & Safety Code § 4730.

Health & Safety Code § 4730
California Health & Safety Code 4730 provides as follows:

The governing body of a sanitation district is a board of directors of not less than three members. The presiding officer of the governing body of each city, the whole or January 21, 2025 Council Packet Page 30
part of which is included in the sanitation district, is a member of the board. A member of the governing body of each sanitary district, the whole or part of which is included in the sanitation district, is a member of the board… …
The governing body of each city with a population of under 2,500,000, as found by the latest census, and the board of supervisors shall each select one of its members, other than its presiding officer, as an alternate director to act as a member of the district board in place of the presiding officer...during such person's absence, inability, or refusal to act.

Listing and Selection Process for Selma City Council Representation on Boards and Committees • CenterPoint (Previously Five Cities), Board of Directors – Joint Powers Authority – Representation by any member of the Council selected by the City Council; Each member Agency shall appoint as its Director and representative on the Board a member and alternate of the Member Agency’s City Council. Fresno County Economic Development Corporation hosts the quarterly meetings that occur on Mondays at noon at rotating agency locations.
• Fresno Council of Governments (FCOG), Board of Directors – Joint Powers Authority – Representation by the Mayor; alternate may be selected by the Council if Mayor is absent.
• Fresno County Rural Transit Agency (FCRTA), Board of Directors – Joint Powers Authority – Representation by the Mayor or Councilperson; members and alternate members shall be appointed by the City Council
• Selma-Kingsburg-Fowler Sanitation District (SKF), Board of Directors – Sanitation District, selection process regulated by Health & Safety Code § 4730 – Representation by the Mayor; the City Council may select an alternate in the event that the Mayor is absent, unable, or unwilling to act.
• Upper Kings Basin Integrated Regional Water Management Authority (Kings Basin Water Authority, or KBWA) – Joint Powers Authority - Representation by any member of the Council selected by the City Council; alternate may be an employee or officer of the City (currently City Manager).
• Fresno County City Selection Committee – The purpose of the Committee shall be to appoint city representatives to boards, commissions and agencies as required by law. (GC § 50270.) The membership of the Committee shall consist of the mayor of each city within Fresno County. (GC § 50270.) When the mayor of a city is unable to attend a meeting of the Committee, the mayor shall designate in writing another member of the city's legislative body to attend and vote at the meeting as the mayor's representative (GC § 50271). The County City Selection Committee meets as needed, depending on whether appointments are needed to be made by the January 21, 2025 Council Packet Page 31
committee. Historically, it has met on an annual basis. This committee meets prior to the COG meetings on Thursdays.
• San Joaquin Valley Special City Selection Committee – On September 30, 2008 Governor Schwarzenegger signed SB 1548 (Florez) which creates Section 40600.5 of the Health and Safety Code (H&SC) establishing a valley-wide Special City Selection Committee which is charged with making appointments of city representatives to the San Joaquin Valley Air Pollution Control District’s (District’s) Governing Board.

The Special City Selection Committee consists of one member selected by a majority vote of the council of each city located within the District. An alternate can be selected to attend if the primary member is unable to attend a meeting. The San Joaquin Valley Special City Selection Committee meets as needed. Historically, it has met on an annual basis. The meetings take place in the Central Region Office, Governing Board Room 1990 E. Gettysburg Avenue, Fresno, CA, and occur in the evenings from 5pm - 6pm during the week.
• Southeast Regional Solid Waste Commission – In 1970, the cities of Sanger, Reedley, Selma, Orange Cove, Kingsburg, Fowler, and Parlier (Cities) and the County of Fresno (County) executed a Joint Powers Agreement to share ownership of the now closed Southeast Regional Disposal Site (SERDS) located at 12716 E.

Dinuba, Selma, CA. One Council person and an alternate designee shall be appointed. The County Southeast Regional Solid Waste Commission meets as needed, historically; it has met on an annual basis. The meetings typically occur on a Monday at 4pm, either virtually or at the Parlier City Hall.

The Council may appoint representatives or alternates, as applicable, for the committees above and direct staff to notify each respective body of the Council’s selections.

FISCAL IMPACT: There is no anticipated fiscal impact related to this item at this time.

RECOMMENDATION: Appoint representatives or alternates, as applicable, for the committees above and direct staff to notify each respective body of the Council’s selections.

January 13, 2025
_________________/s/______________
Fernando Santillan, City Manager
Date
January 21, 2025 Council Packet Page 32
_________________/s/______________
Reyna Rivera, City Clerk
January 13, 2025
Date
CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: January 21, 2025
ITEM NO: A.

SUBJECT: Consideration of a Resolution Authorizing Amendment to the Lease with Matteo De Santos 2001 Trust for 1231 Rose Ave, Selma, CA for Selma Fire Department Emergency Services Division Ambulance Post
BACKGROUND: An agreement with Matteo De Santos 2001 Trust for 1231 Rose Ave.

Selma, CA is set to terminate on January 31, 2025. The Space located at 1231 Rose is utilized by the Fire Department Emergency Medical Services (EMS) Division as an Ambulance Post.

Staff is requesting an amendment to the existing agreement to extend the agreement to July 31, 2025 with an option to extend for two, three-month terms.

DISCUSSION: The City of Selma Fire Department EMS Division has been utilizing the property at 1231 Rose Ave. as an Ambulance Post since 2021. Staff are pursuing alternative facility options in 2025 and are seeking to extend the term of the agreement by six months with the option of two additional, three-month extensions to ensure fiscal responsibility and effective resource management.

FISCAL IMPACT: The cost of the lease is $2,589 per month, which is included in the 24/25 fiscal year budget.

RECOMMENDATION: Adopt resolution authorizing the City Manager or designee to execute the amendment to the lease for 1231 Rose Ave. Selma, CA, extending the lease term from February 1, 2025 through July 31, 2025.
_______/s/___________________________ _01/10/2025__________ Jordan Webster Date
Fire Chief
_______/s/___________________________ __01/10/2025__________ Fernando Santillan Date
City Manager
January 21, 2025 Council Packet Page 33
RESOLUTION NO. 2025-___R

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SELMA, CALIFORNIA, AUTHORIZING AMENDMENT TO THE
LEASE WITH MATTEO DE SANTOS 2001 TRUST FOR 1231 ROSE

AVE, SELMA, CA FOR SELMA FIRE DEPARTMENT
EMERGENCY SERVICES (EMS) DIVISION AMBULANCE POST.

WHEREAS, the City of Selma currently maintains a lease agreement with Matteo De Santos 2001 Trust, for a facility located at 1231 Rose Ave, Selma, CA; and WHEREAS, the facility currently houses the operations of the City of Selma Fire Department EMS Division Ambulance Post; and
WHEREAS, the EMS Division continues to operate out of this facility; resulting in the need for an extended lease term; and
WHEREAS, the existing lease agreement is set to expire on January 31, 2025; and WHEREAS, the First Amendment to the lease agreement extends the lease term from February 1, 2025 through July 31, 2024; and
WHEREAS, the First Amendment shall become effective January 21, 2025.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SELMA DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by reference.

SECTION 2. The City Council hereby authorizes the City Manager to sign and execute the First Amendment to the Lease Agreement with Matteo De Santos 2001 Trust, as delivered to the Council for their review and consideration at the Regular Council Meeting of January 21, 2025.

PASSED, APPROVED AND ADOPTED this 21st day of January, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
(Signatures on the following page)
January 21, 2025 Council Packet Page 34
Scott Robertson, Mayor
ATTEST:

Reyna Rivera, City Clerk
January 21, 2025 Council Packet Page 35
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contracts

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction.

SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations:

To the Seller: A fiduciary duty of utmost care, Integrity, honesty and loyalty in dealings with the Seller.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties.

An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations:

To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acting directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer.

In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, Integrity, honesty and loyalty in the dealings with either the Seller of the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections.

In representing both Seller and Buyer, a dual agent may not, without the permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness lo pay a price greater than the price offered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent Is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care lo protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change.

Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time ii is presented ·10 you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE

ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). ioc:uSigned by:
u r,, D 1". < _ ,., . 12/17/2021 0 Buyer D Seller !XI Lessor O Lessee ,-,~ ~ .,, 1'..°""' "" ~ Date: ... De Santis - ---------
r I 1 (J 12/17/2021 0 Buyer D Seller O lessor IXI Lesse J'.'.U')AAJA,tl/J S:iai,H.i 41A . Date: _ ______ _ _ _ BFC50878«47448 ..

Agent KW Commercial DRE Lie. # -=0=1=8-=6-=4-=4-=6-=1'---- - - - ----- - - Real Estate Broker (Firm) By: --- - - -,-- - - --,,,.......,- -,-- -,---,-- - -,.-- DRE Lie. # -=0-=1=9-=4-=5-=2-=B-=4'--- - - - - - - Date: _ ____ ____ _ (Salesperson or Broker-Associate) Jared Ennis THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM NY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. =s PAGE 1 OF 3 S
s
© 2019 AIR CRE. All Rights Reserved. AD-3.01, Revised 10-22-2020 KW C<'fflme~al Central CA, 740 W Nluvial Ave #1 02 Fre,no. CA 93711 Phono. S593U28698 Fox: 5594329324 12J l Rose Ave, Jorcd Enni• Producedwllh zJpform® by ziplogix 18070 Fifteen Mile Road, Fraser, Michlga.n 48026 yrww zjpl99Q< cgm January 21, 2025 Council Packet Page 36

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following tenns have the following meanings:
(a) "Agent" means a person acting under provisions of Title 9 (commencing with Section 2295) In a real property transaction, and. includes a person who Is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code. and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perfonn as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. {b) "Buyer" means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent. or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. "Buyer" includes vendee or lessee of real property. (c) "Commercial real property" means all real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 {commencing with Section 1940) of Title 5, (3) a mobilehome, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle, as defined In Section 799.29. (d) "Dual agent" means an agent acting, either ·directly or through a salesperson or broker associate. as agent for both the seller and the buyer in a real property transaction. {e) "Listing agreement" means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the tenns of the agreement. (f) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation. (g) "Listing price" is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. {h) "Offering price'' is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) "Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) "Real property" means any estate specified by subdivision (1) or (2) of Section.761 In property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (31 commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobllehome as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. {k) "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (I) "Sell," "sale," or "sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration. (m) "Seller" means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether "Seller'' means the transferor in a real property transaction and includes an owner is the owner from an agent on behalf of another. "Seller'' includes both a vendor and a lessor of real property. (n) "Buyer's agent" means an agent who represents a buyer in a real property transaction.
2079.14. A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows:
(a) The seller's agent, if any, shall provide the disc!osure form to the seller prior to entering into the listing agreement. {bl The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer.
2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship sh all be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. (C) CONFIRMATION: The following agency relationships are confirmed for this transaction.

Seller's Brokerage Firm t>O NOT COMPLETE, SAMPLE ONL V License Number ________ _ Is the broker of (check one): 0 the seller; or O both the buyer and seller. {dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number _____ _ _ _ Is (check one): 0 the Seller's Agent. (salesperson or broker associate); or O both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Finn DO NOT COMPLETE, SAMPLE ONLY License Number ________ _ Is the broker of (check one): D the buyer; or D both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number _______ _ Is (check one): D the Buyer's Agent. (salesperson or broker associate); or O both the Buyer's Agent and the Seller's Agent (dual agent) (di The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker.
2079.18 (Repealed pursuant to AB-1289, 2017-18 California Legislative session) (.i s
PAGE2 OF 3
© 2019 AIR CRE. All Rights Reserved.

Produced wi!h ,ipfonn® by zipl..ogi~ 18070 Fifteen Mile Road. Fr1Hr, Michigan 48026 WWf( ,;iptogl x G9DJ AD-3.01 , Revised 1 D-22-2020
1231 Rose Ave,
January 21, 2025 Council Packet Page 37
2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) "Confidential information" means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is wilJing to pay a price greater than the price offered. (d) This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price.
2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses lo not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or fisting agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to Impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy, void, and unenforceable.
2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. c:_
~½-
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© 2019 AIR CRE. All Rights Reserved. AD-3.01, Revised 10-22-2020 Produced with 1231 Rose Ave, zipFOllll® by2iplagi>c 18070 Fr!leen Mile Road, Fraser, 11.tchigan 48026 www zjpLgg,• com January 21, 2025 Council Packet Page 38
AIRCRE!
contracts

STANDARD MULTI-TENANT OFFICE LEASE - GROSS

1. Basic Provisions ("Basic Provisions").

1.1 Parties: This Lease ('"Lease"), dated for reference purposes only ______ ~N=o~v=emb==e=r~ l =S~,~2~0""'2"'1=------ -- is made by and between Matteo De Santis 2001 Trust
Matteo & Rosa De Sant is Trustees
--------------------------- ---------- - ------("Lessor") and Cit of Selma
-------------- --------------- --------------- C'Lessee"), (collectively the "Parties", or individually a "Party").

1.2(a) Premises: Thal certain portion of the Project (as defined below), commonly known as (street address, suite, city, state): 1231 :ve
------ - ---=Sel - ~----- ma CA~-("Premises"). The Premises are located in the County of ---~F""'r""e"'"s=n=o=---- and consist of approximately 950 rentable square feel and approximately 950 usable square feet. in addition to Lessee's right to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing the Premises ("Building") or to any other buildings in the Project The Premises. the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." The Project consists 10,819 rentable square feet. (See also Paragraph 2)

1.2(b) Parking: many unreserved and 2 reserved vehicle parking spaces et o A'IORlhly ee91 ef f _________ ,,e, tJRte9en.ell 91'88e oR!l S _________ ,,a, reeeFYell 91'888. (See Paragraph 2.6)

1.3 Term: 3 years and o months ("Original Term")
commencing January 9, 2022 ("Commencement Date") and ending January 31, 2025 ("Expiration Date"). (See also Paragraph 3)

1.4 Early Possession: If the Premises are available lessee may have non-exclusive possession of the Premises commencing ___________ ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent:$ 1 1 770 . 00 per month ("Base Rent"), payable on the first day of each month commencing January 9 1 2022 . (See also Paragraph 4)
00 If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph -=5=1. ________ _

1.6 Lessee's Share of Operating Expense Increase: eight 90/100 percent ( 8 . 900 %) ("Lessee's Share"). In the event that size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification.

1. 7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $ l 1 313 . 23 for the period =1,_/=9,_/=2.;;. 0=2=2_-=l,_/=3=1._/=2-"- 02=2=------------- (b) Security Deposit: $ 2 655 . 00 ("Security Deposit"). (See also Paragraph 5) ~ Po,hlP19! S fer lhe l'Bfied _______________________ _ (d) Other: $ 270 . 00 for CAM charges (Garbage , Taxes ,Landscapi ng, Ins. Management) (e) Total Due Upon Execution of this Lease: $ ~4~ 2=3~8~·=2~3~---------------------

1.8 Agreed Use: Professional Office Space
----- -------------------------------------. (See also Paragraph 6) PAGE 1 OF 20
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 KW Commercial Central CA, 740 W Alluvial Ave #102 Fresno, CJ\ 93711 Phone: 5593028698 Fax: 5594329324 Jared Ennis 1231 Rose Ave, Produced with zipf orm® by zipl.ogjx 18070 Fifteen M~e Road. Frase,, Michigan 46026 www ziptog,g,com January 21, 2025 Council Packet Page 39

1.9 1.10
Base Year; Insuring Party. The Base Year is 2 022 . Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 8) Real Estate Brokers: (See also Paragraph 15 and 25)
(a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"):

Lessor's Brokerage Firm ::: KW=-...oC:.:o=mme =::;r::cc=i:::a"'l'------------ --------- ----------------- License No. 01864461 Is the broker of (check one): 00 the Lessor; or D both the Lessee and Lessor (dual agent).

Lessor's Agent Jared Ennis
License No. 01945284
Agent and the Lessor's Agent (dual agent).

Is (check one): ~ the Lessor's Agent (salesperson or broker associate); or D both the Lessee's Lessee's Brokerage Firm ::; KW'!!.....!C::!o:::mm= e:oar,,_=i c ,ea=l'--- ------- - - --------- ----------- ----- - License No. 01864461 Is the broker of (check one): ~ the Lessee; or D both the Lessee and Lessor (dual agent).

Lessee's Agent .eKe=vc,i,,,n~ L~a~n~d _________ _______________ __________________ _ License No. 01516541 Is (check one): [El the Lessee's Agent (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Agent (dual agent).
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of _________ or _______ % of the Base Rent) for the brokerage services rendered by the Brokers.

1.11 Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by ("Guarantor"). (See also Paragraph 37)

1. 12 Business Hours for the Building: 6 a.m. to B p.m., Mondays through Fridays (except Building Holidays) and 6 a.m. to 8 p.m. on Saturdays (except Building Holidays). "Building Holidays" shall mean the dates of observation of New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and _ ________ _ _

1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to provide the following within the Premises:
□ Janitorial services
□ Electricity
D Other (specify):----------------- ------- -------- -------- 1 . 14 Attachments. Attached hereto are the following, all of which constitute a part of th is Lease:

IX! an Addendum consisting of Paragraphs 50 through 53
□ a plot plan depicting the Premises;
D a current set of the Rules and Regulations;
D a Work Letter;
D a janitorial schedule;
!xi other (specify): 54. Arbitration and 55. Option to Extend

2. Premises.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. Note: Lessee is advised to verify the actual size prior to executing this Lease.

2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and warrants that the existing electrical, plumbing, lire s19finltler, lighting, heating, ventilating and air conditioning systems ("HVAC"), &All ell ol.Aor ileA'ls w~ioA IAe besoor io oeligoloe le eeAolFllot ,i11Fet1eAI le l~e WorlE bolter elteeAee Aere~o. if eAy, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premises; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises.

2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 49), or lo any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same, If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises ("Caeiital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
~ PAGE2OF,O
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2D20 Produced with zip Fem,® by ziplogix 1807D Fitteen Mile Road, Frase<, Michigan 46026 www ziDLogix com 1231 Rose Ave, January 21, 2025 Council Packet Page 40
uu...,uo1~r1 c.r1ve1u..,c 1u. ~rMu ~.:::.r-v.:,uu-llfL tr--:,, -'!3ovruc.vcu;:ii\.Ji';.; (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shalt be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 1 O days after receipt of Lessee's le rmination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated lo pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice lo Lessee unless Lessee notifies Lessor, in writing, within 10 days a~er receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to nonvoluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) Lessee has been advised by lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brol<ers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability lo occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. ~ beeeee ee Prier GvJMewGee~pafll., Tllo .,..,effaRtiee rAeee by Leeeer iR Peragrepll 2 sllell be ef Re feree er effeet if ifl'lfl'leeiately pFier ta the StaFt Qate, Lessee '4'188 the e'l\1Aer er eeet1'38At of the PfoMioes. IA euoh e,ent, Leooee 9holl he Feer,efleible for BAY Aeeeesaf') eoFreeUve wefk,.

2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph 1.2(b) at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee. (a) If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. (b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice to Lessee. The rent for the parking is payable one month in advance prior to the first day of each calendar month.

2.7 Common Areas - Definition. The tern, "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas.

2.B Common Areas - lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, du ring the term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to indude the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked al any lime. In the event that any unauthorized storage shall occur then Lessor shall have the rig ht, without notice, in addition to such other rights and remedies that ii may have, to remove the property and charge the cost lo Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 Common Areas - Rules and Regulations. Lessor or such other perscn(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations {"Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by other tenants of the Project.
os E=os ~ f's PAGF: 3 OF 20 >
s
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produced with zipFom,® by zipLogix 1B07D Fi~litin Mile Road, Fraser, Michigan 48D26 www zipt;oglx com 1231 Rose Ave, January 21, 2025 Council Packet Page 41
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2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;
(c)
(d)
(e)
To designate other land outside the boundaries of the Project to be a part of the Common Areas; To add additional buildings and improvements to the Common Areas; To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and
(f) To do and perform such other acts and make such other changes in, to or with respect lo the Common Areas and Project as Lessor may, in the eKercise of sound business judgment, deem to be appropriate.

3. Tenn.

3.1 Term. The Commencement Dale, EKpiralion Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exdusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation lo pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of the Operating Expense Increase) shall be in effect during such period. Any such Early Possession shall not affect the EKpiration Date.

3.3 Delay In Possession. Lessor agrees to use commercially reasonable efforts to deliver eKclusive possession of the Premises lo Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Leiter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

3.4 Lessee Compliance. Lessor shall not be required lo deliver possession of the Premises lo Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4. Rent.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2 Operating Expense Increase. Lessee shall pay to lessor during the term hereof, in addition to the Base Rent, Lessee's Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating EKpenses for the Base Year, such excess being hereinafter referred to as the "Operating Expense Increase", in accordance with the following provisions:
(a) "Base Year'' is as specified in Paragraph 1.9.
(bl "Comparison Year" is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee's Share, notwithstanding they occur during the first twelve (12) months). Lessee's Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase.
(c) The following costs relating to the ownership and operation of the Project, calculated as if the Project was at least 95% occupied, are defined as "Operating Expenses":
(i) Costs relating to the operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement (see subparagraph (g)), of the following:
(aa) The Common Areas, including their surfaces, coverings, decorative items, carpels, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates; (bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication systems and other equipment used in common by, or for the benefit of, tenants or occupants of the Project, i11elt11!ling ele..,eleFe 0111!1 eeeolete,e, tenant directories, fire detection systems including s11,i11l1le, eyete~ maintenance and repair. (cc) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant.
(ii) The cost of trash disposal, jeflitefiel and security services, pest control services, and the costs of any environmental inspections;
{iii)
E
"Op~~ting Expense";
fS
s
The cost of any other service to be provided by Lessor that is elsewhere in this Lease stated to be an PAGE4 OF 20 ~ (
© 2019 AIR CRE. All Rights Reserved. OFG-21.3D, Revised 10-22-2020 ~ Produced with 2ipFann® by zipLcgix 1B□70 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogh< com 123 l Rose Ave, January 21, 2025 Council Packet Page 42
(iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible portion of an insured loss concerning the Building or the Common Areas; (v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10; (vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered; (vii) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Project and accounting and management fees attributable to the operation of the Project; (viii) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of 11144th of the cost of such Capital Expenditure in any given month; (ix) The cost to replace equipment or improvements that have a useful life for accounting purposes of 5 years or less. (x) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. (d) Any item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However, any such item that is not specifically attributable to the Building or lo any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (e) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(c) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease lo provide the same or some of them. (I) Lessee's Share of Operating Expense Increase is payable monthly on the same day as the Base Rent is due hereunder.

The amount of such payments shall be based on Lessor's estimate of the Operating Expense Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such Year exceed Lessee's Share, Lessee shall credit the amount of such over-payment against lessee's future payments. If Lessee's payments during such Year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Lessee is responsible as to Operating Expense Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year. (g) Operating Expenses shall not include the costs of replacement for equipment or capital components such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, ele..,010,s, fences that have a useful life for accounting purposes of 5 years or more.
(h) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction (except as specifically permitted in this Lease). All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period du ring the term hereof which is for less than one fu II calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to lime designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so slating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest. then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit men ies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore lo the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit lo the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied, No part of the Security Deposit shall be considered to be held in trust, to bear interest orto be prepayment for any monies lo be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent lo anj request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements of the Building, Ctt. PAGE 5 OF 20 ~ © 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produced with zipForm® by ziplogi~ 1ao7D Fifteen Mile Road. F,,..er, Michigan 4B026 www 2lplogfx,com 123 J Rose Ave, January 21, 2025 Council Packet Page 43
will not adversely affect the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be an the Premises, is either: (i) potentially injurious ta the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required ta be used in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and far the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall indude, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. Na termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.
(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable limes in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 1 O days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If lessee does not give such notice and provide the required fun~ or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.

Ci:!LS PAGE60F20 ~
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6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall. at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, within 1 O days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooting, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1 (e)) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 1 O days of the receipt of written request therefor.

Lessee acknowledges that any fa~ure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure lo allow such inspection and/or testing. Such increase in Base Rent shan in no event constitute a waiver of lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder.

7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

7.1 Lessee's Obligations. Notwithstanding Lessor's obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to abuse or misuse. In addition, Lessee rather than the Lessor shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any similar improvements within the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs the cost of which is otherwise Lessee's responsibility hereunder.

7.2 Lessor's Obligations. Subject to the provi.sions of Paragraphs 2.2 (Condition), 2.3 {Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and rep a Ir the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent It is inconsistent with the terms of this Lease.

7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air lines, vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent.

Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof, ceilings, floors or any existing walls, will not affect the electrica~ plumbing, HVAC, and/or life safety systems, do not trigger the requirement for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Tille 24, and the cumulative cost thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition lo granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with asbuilt plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which daims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 1 O days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 15 % PACE 7 or 20
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produced w~h zipForm® by :zipl.oglx 18070 Fillefifl Mlle Rosd, Fraser, MichigM 48026 www ,;pLoggc cpm 1231 Rose Ave, January 21, 2025 Council Packet Page 45
of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing lo be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise Instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior lo the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any lime of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating order, condition and stale of repair, ordinary wear and tear excepted. "Ordinary wear and tear'' shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7 .1 (a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.

Lessee shall repair any damage oocasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified in Applicable Requirments. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. /July personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee lo timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2 (c)(lv)). Said costs shall include increases in the premiums resulting from additional coverage related to requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nominal use possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability Insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).

8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1 ,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional Insured by means of an endorsement al least as broad as the Insurance Service Organization's ''Additional Insured-Managers or Lessors of Premises" Endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile lire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "Insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy{ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only,
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be narned as an additional insured therein.

8.3 Property Insurance • Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender Insuring loss or damage to the Building and/or Project. The amount of such insurance shall be eq uat to the full insurable replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility lnstaUations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and oommercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If eueh ineufonee ooYefOge hoe e EleEluEMible oleueo, I.he EleEluEMible ellleu11t oholl 1101 e11eoeEI 56,999 11ef eeeu,,e11ee.

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{b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. {d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of lessor under the terms of this Lease.

8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.
(b) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (c) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a resu It of such perils. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.

B.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at leas! A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender.

Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 1 o days prior written notice to lessor. Lessee shall, at least 30 days prior ta the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessor's gross negligence or willful misccnduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same al Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any suci, claim in order to be defended or indemnified.

8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage lo the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.

8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely diffiCtJlt lo ascertain. Accordingly, for any month or portion !hereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

9. Damage or Destruction.

9.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, PAGE 9 OF 20
© 2D19 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 ProducedwithzipForm®byziplogix 16070 F~een Mile Road, Fraser, Michigan 48026 www2,cloon«;om 1231 Rose Ave, January 21, 2025 Council Packet Page 47
LIU\..U..:>1y1 I C.I IV~IUl-'t:::! IU, ::,r l"\UC,::,"'1 ·---~UU""""tL Ir-::, f oc-:,01.,rut:.\J ou::n .. ,.,J Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the dale of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor al the lime of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration.

9.2 Partial Damage • Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required lo complete said repairs. In the event, however, such shortage was due lo the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 1 O days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Damage • Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Tenn. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent. whether or not an Insured Lass, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 1 O days after lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior lo the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished.

9.6 Abatement of Rent; Lessee's Remedies,
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful ¥,sSUCh repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such rep. air f'S: S PAGE1DOF20 ~( ~
© 2019 AIR CRE. All Rights ReseNed. OFG-21.30, Revised 10-22-2020 Produced with 2ipFom1® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 46026 www zfpl ogh, com 1231 Rose Ave, January 21, 2025 Council Packet Page 48
or restoration, give written notice to Lessor and lo any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, er is not then required to be, used by Lessor.

10. Real Property Tal{es.

10.1 Definitions. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax {other than inheritanoe, persona! income or estate taxes): improvement bond: and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address. "Real Property Tal{es" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant lo this Lease.

10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2.

10.3 Additional Improvements. Operating Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or al Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.

10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated lo the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive.

10.5 Personal Property Tal{es. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable lo Lessee's property within 10 days after receipt of a written statement setting forth the laxes applicable to Lessee's property.

11. Utilities and Services.

11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and replacement li!!MBtlles BASier 111:lerBseeRt ttlees elttt-ballasts for standard overhead fixtures. Lesser elslell oleo ,ire'l'iEle jeRileriol eeF'llieee to Uaie Prefl'lioee BAS Gofl'lfl'IOR Areeo 6 lifl'lee ,ier weel1, 01toltlSIR9 81:lil!liRg t-teli!IBye, er J!tlF91:lORl le !Re eltBelsles jeRileriol selsle!ltlle, if BA','. Lessor shall not, lslo•,..e·,·er, be required to provide janitorial services to l1ileReRe er eterBge BreBe IRBl11!1ee witfiiR the Premises.

11.2 Services Exclusive to Lessee. Notwithstanding the provisions of paragraph 11.1, Lessee shall pay for all water, gas, light, power, telephone and other utilities and services specially or e><clusively supplied and/or metered exclusively to the Premises or lo Lessee, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2(vi), if a service is deleted by Paragraph 1.13 and such service is not separately metered lo the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service.

11.3 Hours of Service. Said services and utilities shall be provided during limes set forth in Paragraph 1.12. Utilities and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.

11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security and trash services, over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee's expense supplemental equipment and/or separate metering applicable ta Lessee's excess usage or loading. 1 1 .5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. 11 .6 Within fifteen days of Lessor's written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof.

12. Assignment and Subletting.

12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment'") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a ctwJ'ge In control for this purpose.

Cii. PAGE 11 OF 20
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produced with zipFcrm® by zipLagix 16070 Fifteen Mile Rosd. Fra,er, Michigan 49026 WWW zjplogjx,com 1231 Rose Ave, January 21, 2025 Council Packet Page 49
(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee l:ly OR offlotml greoler 010ft 2sq" of euoh ~lol 'IJerlh as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shalt be considered an assignment of this Lease to which Lessor may withho!d its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.
(d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1 (d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

12.2 Tenns and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, in duding any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sub!essee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each imd every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.
{g) Lessor's consent lo any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Tenns and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers lo Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable lo the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. {d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cu red by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the 6 of Lessee ta cure such Default within any applicable grace period: E:!s < f'S PAOE 12 OF 20 >
s
© 2019 AIR CRE. All Rights Reserved.

Produced with zipForm® byziplogix 1807D Fifteen Mile Road, Fra&er, Michigan 48026 www zjplogl• com OFG-21.30, Revised 10-22-2020 1231 Rose Ave,
January 21, 2025 Council Packet Page 50
uu...,;u-.:,1y11 i::.,Iv~IU1,Jt:= Iu . .:::,rnuc~"r-v"vu-.a+L I r-:,1 oo--=,o...,rui.:..1r,,.,cu~vv (a) The abandonment of the Premises; the vacating of the Premises prior lo the expiration or termination of this Lease without providing a commercially reasonable level of security. or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism; or failure to deliver to Lessor exclusive possession of the entire Premises in accordance herewith prior to the expiration or termination of this Lease. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE

ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee lo provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material data safety sheets (MSDS), or (ix} any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 1 O days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph

2.9 hereof, other than those described in subparagraphs 13.1 (a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then ii shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C, § 101 or any successor statute therelo (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days): (iii) the appointment of a trustee or receiver lo take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or {iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days: provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii} the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal lo honor the guaranty, or (v) a Guaranlor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 1 O days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure lo perform its obligations under this Lease or which in the ordinary course of lhings would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the Dislrict within which the Premises are localed at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right lo possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to re let, and/or the appointment of a receiver to protect the Lessor's interests, shall nol constitute a termination of the Lessee's right lo possession. (c) P,ra"' ""' ofu" remedy •ow o, """'" " ;:::
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© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produced with zipForm® byziplogix 1BD70 Fmeen Mile Road, Fraser, Michigan -48026 www zlploglx cgm 1231 Rose Ave, January 21, 2025 Council Packet Page 51
located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvement for lessee paid for or performed by Lessor, or for the giving or paying by lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest (""Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition lo the potential late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.
{b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the renlable floor area of the Premises, or more than 25% of Lessee's Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 1 O days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, th is lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemner for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.

15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.1 0 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement ta the contrary.

15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and far brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between lessor and Lessor's 6or the limited purpose of collecting any brokerage fee owed. ~s. ~ fS: PAGE 14 OF 20 >
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15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that ii has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled lo any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.

16. Estoppel Certificates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.
(bl If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, {ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part lo provide such an Estoppel Certificate will expose lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinebove defined.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability, The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek: recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations ta be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective, Lessor and Lessee each represents and warrants to the Brokers that ii has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by~. certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, 6f-BY" foeeiFAile IFBABFAieeieA, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices lo Lessor shall be concurrently transmitted to such party or parties al such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, er if 110 Elell•,er,1 Elete ie eh8Yl'A, the 11eslf111e,l1 lhe,ee11. If se11t by Feg11ler FABil the 11etiee shell be eeeFAeEI gi1,eA 72 het1Fe elteF the eeFAe ie edereooee ee reqt1iFee herein e11d FAeilee with 11eetege 11re11eie. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, er tre11eFAit4eEI by foeeiFAile t,e11sFAieeie11 er by eFAeil shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

Ei. PAGE 15OF 20
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24. Waivers.
(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an esloppel to enforce the provision or provisions of this Lease requiring such consent.
(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS

RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:
(i) Lessor's Agent. A lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party whicl1 does not involve the affirmative duties set forth above. (ii) Lessee's Agent, An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care. integrity, honesty. and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b.

A duty of honest and fair dealing and good faith. c. A duty to disclose a!I facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the lessor and the lessee in a transaction, but only with the knowledge and consent of both the lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the lessee as stated above in subparagraphs (i) or (Ii). In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Lessee's or Lessor's financial position, motivations, bargaining position, or other personal information that may impact rent, including lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent in a real estate transaction do not relieve a lessor or lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and stale tax consequences of a transaction can be complex and subject to change. (bl Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree lo identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. At or prior to the expiration or termination of this lease lessee shall deliver exclusive possession of the Premises to Lessor. For purposes of this provision and Paragraph 13.1 (a), exclusive possession shall mean that Lessee shall have vacated the Premises, removed all of its personal property therefrom and that the Premises have been returned in the condition specified in this Lease. In the event that Lessee does not deliver exclusive possession to Lessor as specified above, then Lessor's damages during any holdover period shall be computed al the amount of the Rent (as defined in Paragraph 4.1} due during the last full month before the expiration or termination of this Lease (disregarding any temporary abatement of Rent that may have been in effect), but with Base Rent being 150% of the Base Rent payable during such last full month. Nothing contained herein shall be construed as consent by lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies al law or in equity.

28. Covenants and Conditions; Construction of Agreement All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it

29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. Signatures to this lease accomplished by means of electronic signature or similar tec!},riiology shall be legal and binding.
~.

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30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or sec;urity device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. In the event that lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30. 3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-distufbance agreement (a "Non-Disturbance Agreement") from the lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its c;ommercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable lo provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further doc;uments:
provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment end/or Non-Disturbance Agreement provided for herein.

31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or lo declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Suc;h fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occ;urrence for such services and consultation).

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent.

Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Lessor may not place any sign on the exterior of the Building that covers any of the windows of the Premises. El1ee~t Jor or1fa1ery "~er S1:1bloeee" eigne wRioR Fney be ~loooEi enly en IRe PreFnieee, Lessee shall not place any sign upon the Project without Lessor's prior written c;onsent. AH signs must comply with all Applicable Requirements.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event c;onstitute the termination of such interest.

36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required lo an act by or for the other Party, suc;h consent shall not be unreasonably withheld or delayed. Lessof's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37. Guarantor.

37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Eit!tJf AiiOCiatlan.

E:i. PAGE 17 OF 20
© 2019 AIR CRE. All Rights Reserved.

Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 46026 WWW;,:Jglqglx com OFG-21.30, Revised 10-22-2020
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3 7 .2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an EstoppeJ Certificate, or (d) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof,

39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply.

39.1 Definition. "Option" shall mean: {a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease ei41atef-t!ie Premises OHHfleff!F8J!e~y ef le898F, fe) IAB FiQAl le J!kffBAB9e, IAe Figl!I ef ffF9l effer le f!l:IFBR89e er Ille Figl!t ef ffF9t ,eA:taal le f!l:IFBA89B ltle PFeffiiees er etl!er f!F9f!BR)' of Lessor.

39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of lime any Rent is unpaid (without regard ta whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever lo provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be an Operating Expense.

41. Reservations.
(a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee.

Lessor may also: change the name, address or title of the Building or Project upon al !east 90 days prior written notice; provide and install, at Lessee's expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on signs in the Common Areas. Lessee agrees lo sign any documents reasonably requested by Lessor to effectuate such rights. The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor. (b) Lessor also reserves the right to move Lessee to other space of comparable size in the Building or Project. Lessor must provide at least 45 days prior written notice of such move, and the new space must contain improvements of comparable quality to those contained within the Premises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocation, including the expenses of moving and necessary stationary revision costs. In no event, however, shall Lessor be required to pay an amount in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this Lease. (c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or Project or their name(s) in connection with Lessee's business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.

42. Performance Under Protest. If at any lime a dispute shall arise as lo any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation lo pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 5 months shall be deemed to have waived its right to protest such payment.

43. Authority; Multiple Parties; Execution
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.

PAGE 18 OF 20
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produce<j with zipForm® by ziplogix 16070 Fifteen Mile Road. Fraser, Michigan 48026 www zioLggjx com 1231 Rose Ave, January 21, 2025 Council Packet Page 56
UU(...iU~l~r• 1:.r1Vt:!IUfJt::= IU, ::1rl"\UD.:,£r-v.:,uu•"'f-L Ir-::, f oo-~avrur::.vcu:.,vv (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

44. Conflict. Any conflict between the printed provisions of this lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest al the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable nonmonetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease Ix! is D is not attached to this Lease.

49. Accessibility; Americans with Disabilities Act.
(a) The Premises:
[i) Have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subJect premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under slate law.

Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the tessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, lhe payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

D Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that ii received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential.

O Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards.

IA lhe er;eAt lhel lhe Pmfli9e9 heYe bee A i89tied 8A iROpeelieR repe,t by 9 GASp the l.:esser shell PHltJide J;I eepy ef the Eli9ebili~ 980899 iRspeelieA ooFtifioele le bsooeo ·1.~lhiA 7 doye of Ille e11ee1:11ioR of tllio boeeo. (b) Since compliance with the Americans with Disabilities Act (ADA) and other slate and local accessibility statutes are dependent upon Lessee's specific use of the Premises. Lessor makes nc warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, ANO BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY

AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH 1T RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING

AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

PAGE 19 OF 20
© 2019 AIR CRE. All Rights Reserved. OFG-21.30, Revised 10-22-2020 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Micnigan 48026 www2l0Logix com 1231 Rose Ave, January 21, 2025 Council Packet Page 57
UU\,,Ut:t,~• • CII YCIUJJC ILi- ~rl"'\UQ;:,Lr·v:,uu--., 1 r-::, / 00-:IO\..trucvou:,\.," The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Exel~o/lo/i·~...------ --- ---- On: _ _______ _________ ____ _ _ By LESSOR:

Matteo De Santis 2001 Trust
Matteo ~ Rosa De Santis Trustees
~~E!~~ ~:::-De ·~ti•
Title: _______ _____ __________ _
Phone: (559) 313-0302
Fax: _ ______________________ _
Email: [email protected]
By:----- --------------- Name Printed: ______________ _____ _ Title: _______________________ _
Phone: _______ _______________ _
Fax: _______________________ _
Email: ______________________ _
Address: ~xt<~ ..YJS1'XX~XXX
10 Lisa Court, San Rafael, CA 94903
Federal ID No.: __________________ _
BROKER
KW Commercial
Alt: Jarad Ennis
Title: _________________ ___ ___ _
Address: 740 W Alluvial Ave #102 , Fresno, CA 93711
Phone: (559) 302-8698
Fax: _______________________ _
Ema~: Jared@CentralCaCommercial . com
Federal ID No.: __________________ _
Broker DRE License #: .:0-=1-=8:..:6:..:4:..:4:..:6 .. l'--___________ _ Agent DRE License#: -'-0=1 __ 9~4=5 __ 2__ 8_4 ____ _______ _ Executed at: On:12/17 / -nr.....--------------
By LESSEE:

City of Selma
bocuslgned by:

By fr ¥la .Oln J~ S:014 b({,a1n
Na 0leetdi@n!Jf"'ndo Santillan
Tille: City Manager
Phone: (559) 891-2250
Fax: __________ _____________ _
Email: [email protected]
By: ___________________ _
Name Printed: ___________________ _
Title: _____________________ _
Phone: ______________________ _
Fa~ ------------------------ Email: _ _____________________ _ Address: 1710 Tucker St, Sal.ma, CA 93662
Federal ID No.: ____ _ ______________ _
BROKER
KW Commercial.

All: Kevin Land
Title: __________ ____ ______ _
Address: 740 W A1luvial Ave #102,Fresno, CA 93711
Phone: (559) 359-4035
Fax: ______________________ _
Email: Kevi n @CentralCaCommerci al. COJ'.ll
Federal JD No.: _______ _____ _______ _
Broker DRE License #: .:0-=1-=8'-"6'---' 4'---'4"'6:..:1,..__ _ _ _________ _ Agent DRE License#: --0=1=5=1=6=5=4=1 ___________ _
AIR CRE • https:l/www.aircre.com • 213·687-8777 • [email protected] NOTICE: No part of the works may be reproduced in any form without permission in writing.

PAGE 20OF 20
© 2019 AIR CRE. All Rights Reserved.

Produced with zlpForm® by zipLoglx 16070 Fi~een Mile Road, Frese,, Mich;gan 46026 www zlplogix com OFG.21.30, Revis1Jd 10-22-2020
1231 Ro~c Ave,
January 21, 2025 Council Packet Page 58
AIRCR!
contracts

ADDENDUM
Date: November 18, 2021
By and Between
Lessor: Matteo De Santis 2001 Trust
Lessee: City of Selma
Property Address: 1231 Rose Ave
Selma
(street address, city, state, zip)
Paragraph =5~0_- =53~--
CA 93662
1 n the event of any conflict between the provisions of this Addendum and the printed provisions of the lease, this Addendum shall control.

50. UTILITIES: The Lessee must place all separately metered utilities including Electricity, Gas & Water into their own names and will be responsible for payments of all separately metered utilities.

51. RENT ADJUSTMENTS: The monthly base rent per paragraph l.S and 1.7 (a)for each month of the adjustment periods specified below shall be increased to the following amounts on the dates set forth below:

Year: Base Rent: CAM: Total:

Year 1: $1,770 $270 $2,040
Year 2: $1,912 $297 $2,208
Year 3: $2,065 $327 $2,391

52. TENANT IMPROVEMENTS: LESSEE shall take the space in as-is where-is condition. If LEESEE wants to improve the space all changes will need approval from LESSOR. LESSOR will rekey unit at the sole cost and expense of the LESSOR.

53. PARKING: LESSEE is entitled to 2 parking spaces reserved in the rear of the unit. c;;_
~s
AIR CRE • https:/lwww.aircre.com • 213-687-8777 • [email protected] NOTICE: No part of the works may be reproduced in any form without permission in writing. ©2017 AIR CRE. All Rights Reserved. ADD-1-03, Revised 10-22-2020 KW Commercial Central CA, 740 W Alluvial Ave #102 Fresno, CA 93711 Phone: 5593028698 fax: 5594329324 Jared Ennis 1231 Rose Ave, Produced with zipFom,® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 413026 www.zioLoQix com January 21, 2025 Council Packet Page 59
AIRCR!
contracts

ARBITRATION AGREEMENT
Standard Lease Addendum
Dated: November 18 , 2021
By and Between
Lessor:Matteo De Santis 2001 Trust
Lessee:City of Selma
Property Address: _1_2_3_1_ Ro_ s_e_ A_v_e _________ -,--____________ _ Selma CA 93662
(street address, city, state, zip)
Paragraph =5-=4'-------
A. ARBITRATION OF DISPUTES:

Except as provided in Paragraph B below, the Parties agree to resolve any and all claims, disputes or disagreements arising under this Lease, including, but not limited to any matter relating to Lessor's failure to approve an assignment, sublease or other transfer of Lessee's interest in the Lease under Paragraph 12 of this Lease, any other defaults by Lessor, or any defaults by Lessee by and through arbitration as provided below and irrevocably waive any and all rights to the contrary. The Parties agree to at all limes conduct themselves in strict, full, complete and timely accordance with the terms hereof and that any attempt lo circumvent the terms of this Arbitration Agreement shall be absolutely null and void and of no force or effect whatsoever.

B. DISPUTES EXCLUDED FROM ARBITRATION:

The following claims, disputes or disagreements under this Lease are expressly excluded from the arbitration procedures set forth herein: 1.

Disputes for which a different resolution determination is specifically set forth in this Lease, 2. All claims by either party which (a) seek anything other than enforcement or determination of rights under this Lease, or (b) are primarily founded upon matters of fraud, willful misconduct, bad faith or any other allegations of tortious action, and seek the award of punitive or exemplary damages, 3. Claims relating to (a) Lessor's exercise of any unlawful detainer rights pursuant to applicable law or (b) rights or remedies used by Lessor to gain possession of the Premises or terminate Lessee's right of possession to the Premises, all of which disputes shall be resolved by suit filed in the applicable court of jurisdiction, the decision of which court shall be subject to appeal pursuant to applicable law 4. Any claim or dispute that is within the jurisdiction of the Small Claims Court and 5. All claims arising under Paragraph 39 of this Lease.

C. APPOINTMENT OF AN ARBITRATOR:

All disputes subject to this Arbitration Agreement, shall be determined by binding arbitration before: □ a retired judge of the applicable court of jurisdiction (e.g., the Superior Court of the Slate of California) affiliated with Judicial Arbitration & Mediation Services, Inc. ("JAMS"), Ix! the American Arbitration Association ("AAA") under its commercial arbitration rules, D _________________________ _ , or as may be otherwise mutually agreed by Lessor and Lessee (the "Arbitrator''). In the event that the parties elect to use an arbitrator other than one affiliated with JAMS or AAA then such arbitrator shall be obligated to comply with the Code of Ethics for Arbitrators in Commercial Disputes (see: htto://www.adr.org/aaa/ShowProperty?nodeld=/UCM/ADRSTG 003867 ). Such arbitration shall be initiated by the Parties, or either of them, within ten (10) days after either party sends written notice (the "Arbitration Notice") of a demand to arbitrate by reg isle reel or certified mail to the other party and to the Arbitrator. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. If the Parties have agreed to use JAMS they may agree on a retired judge from the JAMS panel. If they are unable to agree within ten days, JAMS will provide a list of three available judges and each party may strike one. The remaining judge (or if there are two, the one selected by JAMS) will serve as the Arbitrator. If the Parties have elected to utilize AAA or some other organization, the Arbitrator shall be selected in accordance with said organization's rules. In the event the Arbitrator is not selected as provided for above for any reason, the party initiating arbitration shall apply to the appropriate Court for the appointment of a qualified retired judge to act as the Arbitrator.

PAGE 1 OF 2
<sJ 2D17 AIR CRE. All Rights Reserved. ARB-3.03, Revised 10-22-2020 KW Commercial Central CA, 740 W Alluvial Ave 11102 Fresno, CA 93711 Phone: 5593028698 Fax: 5594329324 Jared Ennis 1231 Rose Ave, Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 WWfl 2ipl;ogix com January 21, 2025 Council Packet Page 60
UU(.;.Uu1~• I C:I IVt::=IUIJC IU, .:,rnL.lc:,"r-v'7VU-+-' Ir-;;,, oo-t1ovrvcvcLJ=:tiVV D. ARBITRATION PROCEDURE;

1. PRE-HEARING ACTIONS. The Arbitrator shall schedule a pre-hearing conference to resolve procedural matters, arrange for the exchange of information, obtain stipulations, and narrow the issues. The Parties will submit proposed discovery schedules to the Arbitrator al the pre-hearing conference. The scope and duration of discovery will be within the sole discretion of the Arbitrator. The Arbitrator shall have the discretion lo order a pre-hearing exchange of information by the Parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties and third-party witnesses. This discretion shall be exercised in favor of discovery reasonable under the circumstances. The Arbitrator shall issue subpoenas and subpoenas duces tecum as provided for in the applicable statutory or case law (e.g., in California Code of Civil Procedure Section 1282.6).

2. THE DECISION. The arbitration shall be conducted in the city or county within which the Premises are located at a reasonably convenient site. Any Party may be represented by counsel or other authorized representative. In rendering a decision(s), the Arbitrator shall determine the rights and obligations of the Parties according to the substantive laws and the terms and provisions of this Lease. The Arbitrator's decision shall be based on the evidence introduced at the hearing, including all logical and reasonable inferences therefrom. The Arbitrator may make any determination and/or grant any remedy or relief that is just and equitable. The decision must be based on, and accompanied by, a written statement of decision explaining the factual and legal basis for the decision as to each of the principal controverted issues. The decision shall be conclusive and binding, and ii may thereafter be confirmed as a judgment by the court of applicable jurisdiction, subject only to challenge on the grounds set forth in the applicable statutory or case law (e.g., in California Code of Civil Procedure Section 1286.2). The validity and enforceability of the Arbitrator's decision is to be determined exclusively by the court of appropriate jurisdiction pursuant to the provisions of this Lease. The Arbitrator may award costs, including without limitation, Arbitrator's fees and costs, attorneys' fees, and expert and witness costs, to the prevailing party, if any, as determined by the Arbitrator in his discretion.

Whenever a matter which has been submitted to arbitration involves a dispute as to whether or not a particular act or omission (other than a failure to pay money) constitutes a Default, the lime to commence or cease such action shall be tolled from the date that the Notice of Arbitration is served through and until the date the Art:Jitrator renders his or her decision. Provided, however, that this provision shall NOT apply in the event that the Arbitrator determines that the Arbitration Notice was prepared in bad faith.

Whenever a dispute arises between the Parties concerning whether or not the failure to make a payment of money constitutes a default, the service of an Arbitration Notice shall NOT toll the lime period in which to pay the money. The Party allegedly obligated to pay the money may, however, elect to pay the money "under protest" by accompanying said payment with a written statement setting forth the reasons for such protest.

If thereafter, the Arbitrator determines that the Party who received said money was not entitled to such payment, said money shall be promptly returned to the Party who paid such money under protest together with Interest thereon as defined in Paragraph 13.5. If a Party makes a payment "under protest" but no Notice of Arbitration is filed within thirty days, then such protest shall be deemed waived. (See also Paragraph 42 or 43) AIR CRE • https;//www.aircre.com * 213-687-8777 • [email protected] NOTICE: No part of the works may be reproduced in any form without permission in writing.

PAGE 2 OF 2
(6) 2017 AIR CRE. All Rights Reserved. ARB-3.03, Revised 10-22-2020 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser. Michigan 48026 WWW ZiPLQQiX com 1231 Rose Ave, January 21, 2025 Council Packet Page 61
AIRCR!
contracts

OPTION(S) TO EXTEND

STANDARD LEASE ADDENDUM
Dated: November 18, 2021
By and Between
Lessor:Matteo De Santis 2001 Trust
Lessee: City of Selma
Property Address: .. 1... 2..,3 .... 1....__.R.. o ... s...,e..__.A .... v~e----------,------------ ----- selma CA 93662 (street address, city, state, zip)
Paragraph -=5'-"5'------
A. OPTION(S) TO EXTEND;
Lessor hereby grants to Lessee the option to extend the term of this Lease for 2 additional _____ l=-2=------ month period(s) commencing when the prior term expires upon each and all of the following terms and conditions:
(i) In order to exercise an option to extend, Lessee must give written notice of such election to lessor and Lessor must receive the same at least 3 but not more than 6 months prior to the date that the option period would commence, time being of the essence.

If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively.
(ii) The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of th is Option.
(iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by th is option shall apply. (iv) This Option is personal lo the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. (v) The monthly rent for each month of the option period shall be calculated as follows, using the method (s) indicated below:
(Check Method(s) to be Used and Fill in Appropriately)
□ I. Gest of biYiAg ,t,djustMeAt(e) fGObA)
e,, OR fFill iR GOLA 9otesj: -------------------------------------- lhe Beee ReRt shell be eEijusleEi lly lhe eheRge, if eRy, ffeffl lhe Beee MeRlh speeifieEi belew, iR lhe GeR9Uffler Priee IREieM ef lhe Bui:eeu ef belier Sletieliee ef the leJ.6. 9epeflffleRI ef belier fer (eeleet eRe): D GPI 'A' (leJrbeR 'Alege eemers BAIi Glerieel !Aforllere) er D GPI l,J (All YrbeA Ge11eumerej, for Will ifl YrboR Ai:ee):
,0.11 lleffle (1982 1984. 199l, hereiR refmrell to es "GPI". e, The fflORlhly reRI peyellle iA eeoorlleAee wilh ,ioregreph ,Ot.1.o. of lhie All!leRdUffl eholl lie eeleulaled ae follo#9: the Baee ReRt eel fofth iR paragraph 1.6 of the alteeiled beeee, shall be fflUlli,ilieEi by o fraetieA the RUfflel'tlter of whieh shall ee the GPI ef ~e ealenller A>IBRlil 2 ffleRUm prier le the R1eRlh(e) SJle0ifiell iR paFBgraph A.I.a. 8B8'ie duriRg wiliell Ille ollju9tffl8RI is to 10110 effeel, QR& lhe S8ABR1iReler ef whioh shall be lhe GPI ef the ooleAder fflenth wlliel<! ie 2 fllleRthe prier le (eeleet eRej: D lhe first A>IBRlh of Ille lerm ef lllie beeee ee eel forth iR peregreph 1.a f'Beee Menlh") o,, D (Fill ifl Other "Beee MeR~''l:

Tile 9Uffl 98 ealeuleled ehell 88A9tilute the 1181/:' A>l8Rlhly reAt hereuRder, eut iR Re 8'tJ8Rt, shell BAY eueh A81/:' A>IBAlhly reRI be Iese theA the FOAi 11eyeble for lhe fll!eRtll ifflffleEiielely proeelliRg tho reRt olljuelMeRt.

PAGE 1 OF 3
© 1017 Alli c;Nt;. All Rights Reserved. OE-6.02, Revised 10-22-2020 KW Commercial Central CA, 740 W Alluvial Ave #102 Fresno, CA 93711 Phone: 5593028698 Fax: 5594329324 Jared Ennis 1231 Rose Ave, Produced wilh zipF orrn<l!I by ziplog i• 19070 Fifteen Mile Road, Fraser, Michigan 48026 WWW 2iplogjx,c9m January 21, 2025 Council Packet Page 62
e:- In tl!e e\·ent tile eeR113iletien eneler 1311blieelien ef ll!e GPI el!eH be tfflneferred te eny etl!er ge\JleFAFAeAtel de13ef'tment er b11reo11 er ageney er el!all be dieoeAtiAt1ed, tl=leA ll!e iAdelE R109t Ae8Fly tile 89Ffle 99 ll!o CPI 91:1011 be 1180d le mel1e 8110.I! eelo11lolioA. IA tile S\'eAI tl!ot tile Pef'tie9 eeAnet agree eA eueh elterAeti..,o indo11, ti:lon tile me"or 01!0II be eubmilled for doei0ieA lo tl!e Amorieen Arbitrelien ,O.oeoeielioA in eeee.rdeAoo will! Ille OioA r11lee of said Aoeoeiel.ioA eAd Ille deeioien of Ille erbilrelor0 01:!ell be bindiAg IIJIBn ll!e 13eRiee. TAe eeot of oeie ArllilrotioA oi:lall lie 19oid e"uelly by Ille Pof'tioo.
0 '6. Me,l1et Rental ¥01110 Adjt19IIMOAt(9) (MRIJ.j
e,. 9A (i:ill in MR¥ .a.djuolmenl 9ele(o~)
ttle Beee Rent ol!ell be e!fjuotod te ll!e "Merl1el Renlel \lolue" of lho 13re13eRy eo followo:
~ Four FAonll!e 13rior lo eeol! Merl1el Ronlol \'alue ,O,dj110tFAenl Bole deo0Flbed ebe•~e, ll!e Pertiee ol!ell e"efflf)I t.o agree tlf)en wl!ot tl!o Aew MR\< will be on ltle e!fjuolFAent date. If egreemeAt eennot be reoei:led, witi:lin ll!iRy doye, then:
~ Leaser &Ad Loeooe ei:lell iFAFflediolely e1919eint o FAt1l11elly eeee19tellle e1919reieer or brel1er to e0tebliel! the ne• .. MRl/ witl!in tho AoMt ae doye. APly oeeeeieted eeat0 "'ill be 013lil o"uelly boh,·eeA ll!o Pefliee, er ~ Beth Leeoer eAd Leaaee el!ell eeeh iA'IFAedielel~ Mel10 e reeeene.blo deleffflinetieA ef Ille MFW &Ad et1IIFAil auel! detoFFAinetion, in wFlling, le orllilrotieA iA oeeordenee with !:!lo fellewing flF8¥ieieA9! ti, \0/ill!in 16 deye tl!eroeRer, Leeeer end Loooeo al!ell eeeh eoleet en iA!le19er1dent tl!ir!I 190,1;' D 01919reieer er D erekef:
("GeneulteAI" eheelt ene) of their ol!oiee to eel es en erllitrotor (Noter the 19ertiee FAS) net oeleet eitl!er of the Brel1ero that ·,\eo iA\·el•~ed in Aegotieting ll!e Leeoe). Tl!e l\,•e erllitrelere 00 01313einled ell ell if'!FAedietel) eeleet e tllird FAUl11elly eeoef)teble Geno11ltent te eel ea e tllird erbitreler.

W Tile a erbitretoro ehell within ae days ef the 01919oinlFAeAt of the tl!ird arllitreler reeeh e deeioien oo to wllel ll!e ool11el MR•'I fer the Pre~iao9 ie. eAEI •nhelAer Leeeer'e er leooee·•a a~hfflitteEt MRV ie l+te eleeeot tAerele. TRe ~eeis-ieA ef a ~ejol'ily ef the er8itretef9 stiloll lie biAdiAg en the Pef'tie9. Tl!e 9UbFAi"ed MR11 wlliol! io deteFFAinee to be Ille eloeeol le the oet11ol MR\< ohell tl!ereefter be ueed by lfle Pef'tie9. (iiij Ir eitller of ll!e Pertieo failo to 01919oiAt eA erbilretor within the 019eeilioEI 16 lle)'O, tl!e erbilFelor tiFflely 01111ei11led ey enc of tflefft shall ,eeoh a deeioioA eA .-iis or her e1wA1 anB eeiEI deeieio,. aholl lJe Bindif1g en the Pettiee ..

M Tl!e entire eeet or euoh erbilffltiOA oflell be pei!I ay tl!e 190,1;' 11,heee eubmi"ed MRl/ i9 Aet ooleeled, ie. the one the! is IOT tile eloeeol lo tfle eetuol MR¥.
~ Wflen EtoteFMiAiA! MR¥, t .. e Leooor, Lee9ae &Rei GonetAltaAte ehell oonsider the lefffle of e&MJJSFaBle "'8Fltet trenoeetioRe n hioh ollell iRelude, aut not liR'tiled to, reAI, re Aloi e!fj11slFAeAte, abated reAt, leeeo term end liAeneiol eor1dilioR of leneAlo. at
e!fjuolFAeAI.
lo!Y,•ilholonlliAg ti:le foregoiAg, Ille now MR\< eholl net be leoe then the rent f)oyoble for I.Ile meAth iA'lmediolely 11reoedlr1g the FOAi e,, blflOA lhe eoteblishFAent of eeel! Ne,v Merhet Rental Velue:
~ lhe 11ew MRV will beeoFAe the new "8090 Rent" far the JIUff)eee of oele11loliAg SA)' ltlrtller AejuolFAeRle, end .!t the fire! A'IOAth of eeell Merhet Rer1lel IJolue tofffl ol!oll beeoFAo the Ae'.'i' "Beoe MeAth" fer the 19uff)oee ef eole11leliAg eny fttrtller A!fjuetR'leAle.
l&J Ill. Fixed Rental Adjustment(s) (FRA)
The Base Rent shall be increased to the following amounts on the dates set forth below:

On (Fill in FRA Adjustment Date(s)):

February 1, 2025
February 1. 2026
O AA IAitiel Te,,,. A9j11etrfleAte.

The New Base Rent shall be:
$2,589.00
$2,803.00
The forR'111le 11oed to oele11lote e!fjuetR'lento to ll!e Beee Rele durir1g lhe erigiAol TerFA ef the Leoee eh ell ooAliAue to ae used !luring lhe e1t1er1ded feff'lt:

PAGE 2 OF3
© 2017 AIR CRE. All Rights Reserved. OE-6.02, Revised 10-22-2020 Produced with ?ipForm® by ,iplogix 1BD7D Fifteen Mile Road, Fraser, Michigan 46026 www.zjpLoglx C9flJ 1231 Rose Ave, January 21, 2025 Council Packet Page 63
LIUW~•~·· S:::.IIV't;IU ... t; ,u. ~rl"\µID.:1~r-v~VU-&f-.&::. 1r-::,, OD-::::10\.,rUC\.,DU.:::'l\.,;J B. NOTICE:

Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.

C. BROKER'S FEE:

The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable, paragraph 9 of the Sublease.

E=i.

AIR CRE • https:lfwww.aircre.com • 213-687-8777 • [email protected] NOTICE: No part of the works may be reproduced in any form without permission In writing.

PAGE 3 OF 3
© 2017 AIR CRE. All Rights Reserved. OE-6.02, Revised 10-22-2020 Produced wilt, zipForm® by ziplogi• 18070 Fifteen Mile Reed, Fraser, Michigan ~8026 W'/NI ziplog,x com 1231 Rose Ave, January 21, 2025 Council Packet Page 64
Al RCR::;
contracts
__ l_st-"---_ AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is made and entered into as of January 21, 2025 , by and between ------- --------- ___________ ___;;;T;..;;. h=-:ec......;;; Ma= t=-t=.;e::;..o::;......;D=-e=--=-S=a=n:....:t=i=sc........c:2:....;0:....;0:....:1=--.;T=-:r:;..;u=.;s=-t=------------("Lessor") and _________________ C=i-=t.._y---"o=fc........c:Sc...:e::.:l::.:m:=.;a. =-------------------("Lessee").

WHEREAS, on or about November 18, 2024 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 1231 Rose Ave, Selma, CA 93662 -------------------------------------(the "Premises"), and WHEREAS, Lessor and Lessee D have [ID have not previously amended said Lease, and WHEREAS, the Lessor and Lessee now desire to amend said Lease, NOW, THEREFORE, for payment of TEN DOLLARS and other good and valuable consideration to Lessor, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree to make the following additions and modifications to the Lease:
00 TERM: The Expiration Date is hereby D advanced 00 extended to July 31, 2025 ---------=--=..._=_,_-==-=='-------- □ AGREED USE: The Agreed Use is hereby modified to: _____________________ _ [!] BASE RENT ADJUSTMENT: Monthly Base Rent shall be as follows: Base rent shall be Year !:Amendment 1: 2/1/25 - 7/31/25: $2,589/month
00 OTHER:New Option(s) to Extend:

B/1/25 - 10/31/25: $2,589/month
11/1/25 - 1/31/26: $2,589/month
This Amendment shall not be construed against the party preparing it. but shall be construed as if all Parties jointly prepared this Amendment and any uncertainty and ambiguity shall not be interpreted against any one party. Signatures to this Amendment accomplished by means of electronic signature or similar technology shall be legal and binding.

All other terms and conditions of the Agreement shall remain unchanged and shall continue in full force and effect except as specifically amended herein.

PAGE 1 OF 2

INITIALS INITIALS
© 2017 AIR CRE. All Rights Reserved. ATL-1.02, Revised 10-22-2020 Century 21 Jordan-Link & Company- Fresno, 7520 N Palm Fresno, CA 9371 I Phone: (559) 705-1000 Fax: Jared Ennis Fire Department
Produced with zipForm® by ziplogix 18070 Fifleen Mile Road, Fraser, Michigan 4802tl www zlpLpgix gom January 21, 2025 Council Packet Page 65
EXECUTED as of the day and year first above written.

By LESSOR:

The Matteo De Santis 2001 Trul!lt
By: ___________________ _
Name Printed: Matteo De Santis
Tille: Trustee
Phone: (559) 313-0302
Fax: _______________________ _
Email: [email protected]
By: ___________________ _
Name Printed: Rosa De Santis
Title: Trustee
Phone: _ _____________________ _
Fax: _______________________ _
Email: a ngeladesant i sl@gma i l . com
Address: 10 Lisa ct. San Rafael. CA 94903
Federal ID No.: ________ ___________ _
By LESSEE:

City ot: Selma
By: ____________ ______ _
Name Printed: Fernando Santillan
Title: City Manager
Phone: (559) 891-2250
Fax: _______________________ _
Email: fernandos@ci t y ofsel ma. com
By: _ ____ _ ____________ _
Name Printed: _ __________________ _
Title: _____________________ _
Phone: ______________________ _
Fax: _______________________ _
Email: _____________________ _
Address: 3828 Garfield St.

Selma CA 93662
Federal ID No.: ___ _______________ _
AIR CRE • https:/lwww.aircre.com * 213-687-8777 • [email protected] NOTICE: No part of the works may be reproduced in any form without permission in writing.

INITIALS
© 2017 AIR CRE. All Rights Reserved.

PAGE2OF 2

INITIALS
ATL-1.02, Revised 10-22-2020
Pr<>dured with zipForm® by ziplagi• 10070 Fifteen Mile Road, Fraser, Michigan 48026 www zlplgglx com Fire Deparhnent January 21, 2025 Council Packet Page 66
CITY MANAGER’S/STAFF’S REPORT
CITY COUNCIL MEETING: January 21, 2025
ITEM NO: B.

SUBJECT: Consideration of a Resolution Approving Annual Adjustment of User Fees Relating to Ambulance Services
DISCUSSION: In March of 2024 Council adopted Resolution 2024-30R approving the annual adjustment of Ambulance Service Fees based on the U.S. Bureau of Labor Statistics Consumer Price Index entitled CPI-U, West Region to be effective January 1 of each subsequent year. The CPI-U, West Region reflects an increase of 2.4% for the 12-month period including November 2023 to November 2024.

Suggested ambulance fees for 2025 have been calculated to reflect the 2.4% increase and are shown in the table below:

Ambulance Fee Schedule
Effective January 1, 2025
Consumer Price Index, West Region - November 2024 2.40% # Description Current
Fee/Charge
CPI
Adjustment
Suggested
Fee Fee Δ
1 ALS 1 Base & Emergency Base $2,394.00 2.40% $2,451.46 $57.46 2 ALS 2 $2,793.00 2.40% $2,860.03 $67.03
3 BLS Base & Emergency Base $1,995.00 2.40% $2,042.88 $47.88 4 Mileage $44.00 2.40% $45.06 $1.06
5 Treat / Non-Transport $299.00 2.40% $306.18 $7.18
6 First Responder $200.00 2.40% $204.80 $4.80
7 Special Event Standby 2 staff per
hour $365.00 2.40% $373.76 $8.76
RECOMMENDATION: Adopt Resolution approving the annual adjustment of user fees related to Ambulance Services.
_____/s/________________________________ January 10, 2025_________________ Jordan Webster Date
Fire Chief
_____/s/________________________________ January 10, 2025_________________ Fernando Santillan Date
City Manager
January 21, 2025 Council Packet Page 67
RESOLUTION NO. 2025-__R

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SELMA,

CALIFORNIA AMENDING THE SCHEDULE OF FEES AND CHARGES FOR

AMBULANCE SERVICES
WHEREAS, the City is permitted to adopt fees for municipal services, provided, however, that such fees do not exceed the estimated reasonable cost of providing such services; and WHEREAS, the City adopted Resolution 2024-30R approving the annual adjustment of ambulance service fees based on the U.S. Bureau of Labor Statistics Consumer Price Index entitled CPI-U, West Region; and
WHEREAS, The CPI-U, West Region reflects an increase of 2.4% for the 12-month period including November 2023 to November 2024.; and
WHEREAS, City Staff has revised the City’s existing fee schedule to reflect the fees suggested for ambulance services (Exhibit A); and
WHEREAS, the City Council desires to amend the City’s existing fee schedule as set forth in Exhibit A, attached hereto and incorporated herein by reference, said fees do not exceed the estimated reasonable cost of providing such services.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Selma hereby finds, determines, and declares the following:

Section 1. The City Council finds that the above recitals are true and correct and are incorporated herein by reference.

Section 2. Fee Schedule Adoption. The fees set forth in Exhibit A are hereby adopted by the City Council as the fees for the services set forth therein. Said fees pertaining to user fees shall take effect on January 1, 2025.

Section 3. Ambulance Fee Inflator. The Fees set forth in Exhibit A are to be increased on January 1 each year in accordance with the Consumer Price Index (CPI) in perpetuity.

Section 4. Severability. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

Section 5. Effective Date. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

The foregoing Resolution was approved and adopted at a regular meeting of the City Council of the Cityof Selma held on the 21st day of January 2025 by the following vote:

January 21, 2025 Council Packet Page 68
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________
Scott Robertson
Mayor
ATTEST:
_______________________________
Reyna Rivera
City Clerk
January 21, 2025 Council Packet Page 69
Exhibit A

CITY OF SELMA

FIRE DEPARTMENT

AMBULANCE FEES
EFFECTIVE 1/1/2025
Ambulance Service 1 ALS / ALS2 & 1 BLS Base
ALS 1 Base & Emergency Base $2,457.46
ALS 2 Base $2,860.03
BLS Base & Emergency Base $2,042.88
Mileage 45.06/mile
Treat / Non – Transport $306.18
First Responder $204.80
Special Event / Standby 2 staff per hour $373.76
January 21, 2025 Council Packet Page 70
CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: January 21, 2025
__________________________________________________________________________ ITEM NO: C.

SUBJECT: Consideration of a Resolution Approving an Emergency Medical Services (“EMS”) Agreement with Fresno County to Provide Ambulance Services in Zone G, Selma Exclusive Operating Area
______________________________________________________________________________ BACKGROUND: The Fresno County Department of Public Health has been designated as the Local EMS Agency of the County of Fresno with the authority to plan, implement and evaluate an emergency medical services system for and within Fresno County pursuant to California Health and Safety Code Sections 1797.200 and 1797.204. Agencies acknowledge that the Local EMS Agency has implemented County of Fresno EMS Policy #200.

DISCUSSION: The City of Selma and Fresno County recently entered into Agreement 24- 389 (“Original Agreement”), effective July 1, 2024, for the authorization of paramedic ambulance services in Ambulance Service Zone “G” on a non-exclusive basis. This means that there is an opportunity for other ambulance providers to contract with Fresno County to provide ambulance service in Zone G. The City of Selma has been subject to public records requests by large private ambulance providers seeking response data from the City that can be utilized for business feasibility studies and analysis to provide ambulance services in this area. The possibility of outside agencies providing ambulance transport services within the City’s response area creates significant risk to the long-term EMS services provided to the community as well as the sustainability of the fire protection provided to the City of Selma.

Terminating the original agreement and superseding it with an agreement authorizing paramedic ambulance services in Ambulance Service Zone “G” on an exclusive basis will greatly reduce the risk associated with non-exclusivity of the ambulance service area.

Pursuant to California Health and Safety Code 1797.85 and 1797.224 the EMS agency, upon the recommendation of the County, may create one or more Exclusive Operating Areas (EOA) in the development of the EMS Plan, without a competitive process for selecting providers pursuant to the EMS Plan, if the local EMS Agency amends the EMS Plan to continue the use of an existing provider or providers operating within Fresno County in the manner and scope in which the services have been provided without interruption since January 1, 1981 (each, a “Grandfather EOA”), provided that the EMS Agency obtains the State EMS Authority’s approval of an amendment to the EMS Plan that includes such Grandfather EOA and such services provided therein.

Records show that the City of Selma has been providing emergency ambulance services without interruption in the geographical area of its historical service area known as Fresno County Ambulance Service Zone “G,” and commonly known as the “Selma Area,” covering the incorporated areas of Selma, Fowler, and portions of the incorporated areas of Parlier, and adjoining unincorporated areas to all such areas since 1969. The City of Selma has been providing emergency ambulance services in Fresno County Ambulance Service Zone “G” in the manner and scope in which the services have been provided without interruption since January 1, 1981, and that the City’s continued provision of emergency ambulance services in January 21, 2025 Council Packet Page 71
Fresno County Ambulance Service Zone “G” qualifies such area, including City’s services provided therein and under this Agreement, as a Grandfather EOA.

Attached is the new agreement, which was prepared by the County and reviewed by City staff, allowing for a 3-year term through June 2027 with the option for two, one-year extensions. This agreement acknowledges that the City of Selma shall operate its prehospital emergency medical care services program in conformity with the medical policies, procedures and standards issued, and amended, by the Local EMS Agency. Neither the fact that this Agreement is entered into, nor anything contained in this Agreement shall be construed as an admission by either party hereto regarding the City of Selma’s legal authority, if any, to plan, implement, and operate within or without its corporate boundaries a system of prehospital emergency medical services (including, but not limited to, ambulance services) independent of County’s authorization or approval.

Please refer to Exhibit “A” located within the Agreement for further description of Zone G.

FISCAL IMPACT: Fresno County shall pay to Contractor a monthly lump-payment of One Thousand One Hundred Twenty-Five and 00/100 Dollars ($1,125.00) for estimated dry runs and uncollectible charges from execution of contract through June 30, 2025. The total maximum compensation payable under the Agreement, for the period of January 1, 2025, through June 30, 2025, shall not exceed Six Thousand Seven Hundred Fifty and No/100 Dollars ($6,750.00). No Compensation after June 2025. County shall be under no obligation to provide further compensation to Contractor starting July 1, 2025. ______________________________________________________________________________ RECOMMENDATION: Staff recommends Council adopt Resolution approving an Emergency Medical Services Agreement with Fresno County to provide ambulance services in zone G, Selma Exclusive Operating Area and authorize the City Manager or Designee to execute the associated documents.
______________________________________________________________________________ _____/s/________________________________ January 10, 2025_________________ Jordan Webster Date
Fire Chief
_____/s/________________________________ January 10, 2025_________________ Fernando Santillan Date
City Manager
January 21, 2025 Council Packet Page 72
RESOLUTION NO. 2025-__R

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SELMA,
CALIFORNIA APPROVING AN EMERGENCY MEDICAL SERVICES (“EMS”)

AGREEMENT WITH FRESNO COUNTY TO PROVIDE AMBULANCE SERVICES

IN ZONE G, SELMA EXCLUSIVE OPERATING AREA
WHEREAS, Fresno County, through its Department of Public Health, has been designated as the Local EMS Agency of the County of Fresno pursuant to California Health and Safety Code Section 1797.200, and,
WHEREAS, Pursuant to California Health and Safety Code 1797.85 and 1797.224 the EMS agency, upon the recommendation of the County, may create one or more Exclusive Operating Areas (EOA) in the development of the EMS Plan, and, WHEREAS, the City of Selma Fire Department has previously provided emergency ambulance services to persons needing such services within the boundaries of Fresno County Ambulance Zone G, since 1969, and,
WHEREAS, the City of Selma Fire Department desires to continue to provide prehospital emergency medical services as authorized by law within said Zone G as an exclusive operating area, and,
WHEREAS, Fresno County and the City wish to terminate Agreement 24-389 (“Original Agreement”), effective July 1, 2024, and supersede with the new agreement.

WHEREAS, the term of the agreement terminates on June 30, 2027 and may be extended no more than two, one-year periods.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Selma hereby finds, determines, and declares the following:

1. The above recitals are true and correct;

2. Authorize the City Manager or designee to execute agreement documents

3. Severability. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

4. Effective Date. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

The foregoing Resolution was approved and adopted at a regular meeting of the City Council of the Cityof Selma held on the 21st day of January 2025 by the following vote:

January 21, 2025 Council Packet Page 73
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
____________________________
Scott Robertson
Mayor
ATTEST:
_______________________________
Reyna Rivera
City Clerk
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1 EMERGENCY MEDICAL SERVICES AGREEMENT
This Service Agreement (“Agreement”) is dated ___________________ and is between City of Selma, a Municipal Corporation, (“Contractor”), and the County of Fresno, a political subdivision of the State of California (“County”).

Recitals
A. County, through its Department of Public Health, has been designated as the Local EMS Agency of the County of Fresno pursuant to California Health and Safety Code Section 1797.200.

B. Contractor has previously provided emergency ambulance services to persons needing such services within the boundaries of Fresno County Ambulance Zone G.

C. Contractor desires to continue to provide prehospital emergency medical services as authorized by law within said Zone G.

The parties therefore agree as follows:

EMS Agency

1.1 The parties acknowledge that the County’s Department of Public Health has been designated as the Local EMS Agency of the County with authority to plan, implement and evaluate an emergency medical services system in Fresno County pursuant to California Health and Safety Code Sections 1797.200 and 1797.204. The parties also acknowledge that the Local EMS Agency has implemented County EMS Policy #200 (Authorization of Ambulance Provider Agencies in Fresno County). The parties further acknowledge that the EMS Medical Director of the County’s Department of Public Health has the authority set forth in Health and Safety Code Section 1798. Contractor shall operate its prehospital emergency medical care services program in conformity with the medical policies, procedures and standards issued, and amended, by the Local EMS Agency (hereinafter collectively referred to as the “County EMS Policies and Procedures,” and individually referred to as “County EMS Policy #”).

1.2 Neither the fact that this Agreement is entered into nor anything contained in this Agreement shall be construed as an admission by either party hereto regarding Contractor’s July 9, 2024
Agreement No. 24-389
Article 1
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2 legal authority, if any, to plan, implement, and operate within or without its corporate boundaries a system of prehospital emergency medical services (including, but not limited to, ambulance services) independent of County’s authorization or approval.

Contractor’s Services

2.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit A to this Agreement, titled “Scope of Services.”

2.2 Representation. The Contractor represents that it is qualified, ready, willing, and able to perform all of the services provided in this Agreement.

2.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under this Agreement, including but not limited to workers compensation, labor, and confidentiality laws and regulations.

County’s Responsibilities

3.1 The County shall operate a central dispatching facility and shall provide the primary dispatch of all calls for prehospital emergency medical care and ambulance services within the area set forth in Exhibit B-1 to Contractor in accordance with County EMS Policies and Procedures.
(A) County will assist Contractor in developing, implementing, and maintaining an internal field supervision system to provide evaluation of personnel providing service under this Agreement according to the standards established by the County EMS Policies and Procedures.
(B) County will do periodic and annual inspections of Contractor’s emergency ambulance service personnel certifications, records, vehicles, equipment, and facilities required by law and this Agreement.

3.2 Notwithstanding the foregoing provisions of Section 3.1 of this Agreement, County is not restricted by reason of this Agreement from entering into an agreement for services that are Article 2
Article 3
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3 the same as or similar to these provided by Contractor pursuant to this Agreement with an entity other than Contractor for the provision of prehospital emergency medical services within the same geographic area as shown in Exhibit B-1. County shall notify Contractor of any proposal to enter into such an agreement with any other entity prior to award of such agreement.

3.3 The County shall provide the use of County communications infrastructure for EMS Med Channels, as provided herein during the term of this Agreement.

Compensation

4.1 County shall not be obligated to raise taxes, or to adopt or approve any tax measures to provide funds, in order to compensate Contractor in connection with this Agreement. The only compensation payable by County to Contractor for Contractor’s satisfactory performance of its services under this Agreement is as follows in section 4.2 below.

4.2 Compensation to Contractor. County shall provide compensation to Contractor for the satisfactory performance of its services as provided herein. (A) County shall pay to Contractor a monthly lump-payment of One Thousand One Hundred Twenty-Five and No/100 Dollars ($1,125.00) for estimated dry runs and uncollectible charges. The total maximum compensation payable under this agreement for each year shall not exceed Thirteen Thousand Five Hundred and No/100 Dollars ($13,500.00).
(B) The total maximum compensation payable under the Agreement, for the period of July 1, 2024 through June 30, 2029, shall not exceed Sixty-Seven Thousand Five Hundred and No/100 Dollars ($67,500.00).

4.3 County shall have no obligation to compensate Contractor for services under this Agreement other than as stated above. The parties agree that the amounts stated above are inclusive of and fulfill any obligation County may have, if any, presently or at any time during the term of this Agreement, to compensate, reimburse, or otherwise pay Contractor for prehospital emergency medical services provided to medically-indigent persons.

Article 4
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4 Term of Agreement

5.1 Term. This Agreement is effective on July 1, 2024 and terminates on June 30, 2027, except as provided in section 5.2, “Extension,” or Article 7, “Termination and Suspension,” below.

5.2 Extension. The term of this Agreement may be extended for no more than two, oneyear periods only upon written approval of both parties at least 30 days before the first day of the next one-year extension period. The Director of the Department of Public Health or his or her designee is authorized to sign the written approval on behalf of the County based on the Contractor’s satisfactory performance. The extension of this Agreement by the County is not a waiver or compromise of any default or breach of this Agreement by the Contractor existing at the time of the extension whether or not known to the County.

Notices

6.1 Contact Information. The persons and their addresses having authority to give and receive notices provided for or permitted under this Agreement include the following:

For the County:

Director, Department of Public Health
County of Fresno
P.O. Box 11867
Fresno, CA 93775
[email protected]
For the Contractor:

City of Selma
Attn: Fire Chief
1711 Tucker St
Selma, CA 93662

6.2 Change of Contact Information. Either party may change the information in section

5.1 by giving notice as provided in section 5.3.

6.3 Method of Delivery. Each notice between the County and the Contractor provided for or permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement, and be delivered either by personal service, by first-class United States mail, by Article 5
Article 6
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5 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document Format (PDF) document attached to an email.
(A) A notice delivered by personal service is effective upon service to the recipient. (B) A notice delivered by first-class United States mail is effective three County business days after deposit in the United States mail, postage prepaid, addressed to the recipient.
(C) A notice delivered by an overnight commercial courier service is effective one County business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient.
(D) A notice delivered by telephonic facsimile transmission or by PDF document attached to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of County business hours, then such delivery is deemed to be effective at the next beginning of a County business day), provided that the sender maintains a machine record of the completed transmission.

6.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).

Termination and Suspension

7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the County, upon at least 30 days’ advance written notice to the Contractor, may:
(A) Modify the services provided by the Contractor under this Agreement; or (B) Terminate this Agreement.

7.2 Termination for Breach.

Article 7
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6 (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred, the County may give written notice of the breach to the Contractor. The written notice may suspend performance under this Agreement, and must provide at least 30 days for the Contractor to cure the breach.
(B) If the Contractor fails to cure the breach to the County’s satisfaction within the time stated in the written notice, the County may terminate this Agreement immediately. (C) For purposes of this section, a breach occurs when, in the determination of the County, the Contractor has:
(1) Obtained or used funds illegally or improperly;
(2) Failed to comply with any part of this Agreement;
(3) Submitted a substantially incorrect or incomplete report to the County; or (4) Improperly performed any of its obligations under this Agreement.

7.3 Termination without Cause. In circumstances other than those set forth above, the County may terminate this Agreement by giving at least 30 days advance written notice to the Contractor.

7.4 No Penalty or Further Obligation. Any termination of this Agreement by the County under this Article 7 is without penalty to or further obligation of the County.

7.5 County’s Rights upon Termination. Upon termination for breach under this Article 7, the County may demand repayment by the Contractor of any monies disbursed to the Contractor under this Agreement that, in the County’s sole judgment, were not expended in compliance with this Agreement. The Contractor shall promptly refund all such monies upon demand. This section survives the termination of this Agreement.

Confidentiality

8.1 Confidentiality. All services performed by the Contractor under this Agreement shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality, including all Health Insurance Portability Accounting Act (HIPAA) Regulations.

Article 8
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7 Independent Contractor

9.1 Status. In performing under this Agreement, the Contractor, including its officers, agents, employees, and volunteers, is at all times acting and performing as an independent contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County.

9.2 Verifying Performance. The County has no right to control, supervise, or direct the manner or method of the Contractor’s performance under this Agreement, but the County may verify that the Contractor is performing according to the terms of this Agreement.

9.3 Benefits. Because of its status as an independent contractor, the Contractor has no right to employment rights or benefits available to County employees. The Contractor is solely responsible for providing to its own employees all employee benefits required by law. The Contractor shall save the County harmless from all matters relating to the payment of Contractor’s employees, including compliance with Social Security withholding and all related regulations.

9.4 Services to Others. The parties acknowledge that, during the term of this Agreement, the Contractor may provide services to others unrelated to the County.

Mutual Indemnity and Defense

10.1 Contractor’s Indemnity to County. The Contractor shall indemnify and hold harmless and defend the County (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to the performance or failure to perform by the Contractor (or any of its officers, agents, subcontractors, or employees) under this Agreement. The County may conduct or participate in its own defense without affecting the Contractor’s obligation to indemnify and hold harmless or defend the County.

Article 9
Article 10
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8 10.2 County’s Indemnity to Contractor. The County shall indemnify and hold harmless and defend the Contractor (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise from or relate to the performance or failure to perform by the County (or any of its officers, agents, subcontractors, or employees) under this Agreement. The Contractor may conduct or participate in its own defense without affecting the County’s obligation to indemnify and hold harmless or defend the Contractor.

10.3 5150 Indemnity. County agrees to protect, defend, indemnify and hold harmless the Contractor, its officers, agents and employees, from claims brought by persons Contractor transports at the request of a peace officer or individual authorized by Welfare and Institutions Code Section 5150 to cause a person to be taken into custody, but only insofar as those claims are based on acts inherent in carrying out the detention of the person as requested by the peace officer or authorized individual. This indemnity shall not extend to claims for negligence in the provision of transportation or to any medical care provided during transport. This section shall in no way obligate the County to provide such protection, indemnification or defense to the extent of negligent or wrongful acts or omissions by the Contractor, its officers, employees, agents or contractors except as explicitly stated above.

10.4 The aforesaid indemnity and hold harmless clauses by Contractor and County shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered by the party to be indemnified, including but not limited to attorney fees and court costs, by reason of the aforesaid operations of the indemnifying party, regardless of whether or not the insurance policies or Central San Joaquin Valley Risk Management Authority (CSJVRMA) Program or self-insurance of the indemnifying party shall have been determined to be applicable to any such damages or claims for damages.

10.5 Survival. This Article 10 survives the termination of this Agreement.

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9 Insurance

11.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this Agreement.

Inspections, Audits, and Public Records

12.1 Inspection of Documents. The Contractor shall make available to the County, and the County may examine at any time during business hours and as often as the County deems necessary, all of the Contractor’s records and data with respect to the matters covered by this Agreement, excluding attorney-client privileged communications. The Contractor shall, upon request by the County, permit the County to audit and inspect all of such records and data to ensure the Contractor’s compliance with the terms of this Agreement.

12.2 State Audit Requirements. If the compensation to be paid by the County under this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the California State Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment under this Agreement. This section survives the termination of this Agreement. Additional Federal audit requirements may apply if any portion of the compensation to be paid by the County under this Agreement is also provided by Federal funding.

12.3 Public Records. The County is not limited in any manner with respect to its public disclosure of this Agreement or any record or data that the Contractor may provide to the County. The County’s public disclosure of this Agreement or any record or data that the Contractor may provide to the County may include but is not limited to the following:
(A) The County may voluntarily, or upon request by any member of the public or governmental agency, disclose this Agreement to the public or such governmental agency.
(B) The County may voluntarily, or upon request by any member of the public or governmental agency, disclose to the public or such governmental agency any record or Article 11
Article 12
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10 data that the Contractor may provide to the County, unless such disclosure is prohibited by court order.
(C) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). (D) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure as a public record under the California Public Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) (“CPRA”).
(E) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure as information concerning the conduct of the people’s business of the State of California under California Constitution, Article 1, section 3, subdivision (b).
(F) Any marking of confidentiality or restricted access upon or otherwise made with respect to any record or data that the Contractor may provide to the County shall be disregarded and have no effect on the County’s right or duty to disclose to the public or governmental agency any such record or data.

12.4 Public Records Act Requests. If the County receives a written or oral request under the CPRA to publicly disclose any record that is in the Contractor’s possession or control, and which the County has a right, under any provision of this Agreement or applicable law, to possess or control, then the County may demand, in writing, that the Contractor deliver to the County, for purposes of public disclosure, the requested records that may be in the possession or control of the Contractor. Within five business days after the County’s demand, the Contractor shall (a) deliver to the County all of the requested records that are in the Contractor’s possession or control, together with a written statement that the Contractor, after conducting a diligent search, has produced all requested records that are in the Contractor’s possession or control, or (b) provide to the County a written statement that the Contractor, after conducting a diligent search, does not possess or control any of the requested records. The Contractor shall January 21, 2025 Council Packet Page 84
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11 cooperate with the County with respect to any County demand for such records. If the Contractor wishes to assert that any specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to the County and assert the exemption by citation to specific legal authority within the written statement that it provides to the County under this section. The Contractor’s assertion of any exemption from disclosure is not binding on the County, but the County will give at least 10 days’ advance written notice to the Contractor before disclosing any record subject to the Contractor’s assertion of exemption from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs or attorney’s fees under the CPRA that results from the Contractor’s delay, claim of exemption, failure to produce any such records, or failure to cooperate with the County with respect to any County demand for any such records.

General Terms

13.1 Modification. Except as provided in Article 7, “Termination and Suspension,” this Agreement may not be modified, and no waiver is effective, except by written agreement signed by both parties. The Contractor acknowledges that County employees have no authority to modify this Agreement except as expressly provided in this Agreement.

13.2 Non-Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party.

13.3 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement.

13.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County, California. Contractor consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County.

13.5 Construction. The final form of this Agreement is the result of the parties’ combined efforts. If anything in this Agreement is found by a court of competent jurisdiction to be Article 13
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12 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against either party.

13.6 Days. Unless otherwise specified, “days” means calendar days.

13.7 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement.

13.8 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable terms intended to accomplish the parties’ original intent.

13.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and federal statutes and regulation.

13.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation of the Contractor under this Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation of the Contractor and does not prohibit enforcement by the County of any obligation on any other occasion.

13.11 Force Majeure.
(A) If either party hereto is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, that party shall give to the other party hereto prompt written notice of the Force Majeure with full particulars relating thereto.

Thereupon, the obligation of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended during, but no longer than, the continuance of the Force Majeure, except for a reasonable time thereafter required to resume performance. (B) During any period in which either party hereto is excused from performance by January 21, 2025 Council Packet Page 86
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13 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly, diligently, and in good faith take all reasonable action required in order for it to be able to promptly commence or resume performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the party so excused from performance shall, during any such period of Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or preliminary or permanent injunctions to enable it to so commence or resume performance of its obligations under this Agreement.
(C) The party whose performance is excused due to the occurrence of an event of Force Majeure shall, during such period, keep the other party hereto notified of all such actions required in order for it to be able to commence or resume performance of its obligations under this Agreement.
(D) “Force Majeure” is defined as an Act of God, act of public enemy, war, and other extraordinary causes not reasonably within the control of either of the parties hereto.

13.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between the Contractor and the County with respect to the subject matter of this Agreement, and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature unless those things are expressly included in this Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits.

13.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the parties.

13.14 Authorized Signature. The Contractor represents and warrants to the County that:
(A) The Contractor is duly authorized and empowered to sign and perform its obligations under this Agreement.

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14 (B) The individual signing this Agreement on behalf of the Contractor is duly authorized to do so and his or her signature on this Agreement legally binds the Contractor to the terms of this Agreement.

13.15 Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section.
(A) An “electronic signature” means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) version of an original handwritten signature.
(B) Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person.
(C) The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
(D) Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation.
(E) This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature.

13.16 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLLOWS]
January 21, 2025 Council Packet Page 88
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9 The parties are signing this Agreement on the date stated in the introductory clause.

Attest:
.
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14 B~.~
Approved as to form:

By:&.~1J::-fl,
15 For accounting use only:
16 Org No.: 56201695
Account No.: 7295
17 Fund No.: 0001
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28 Subclass No.: 10000

COUNTY OF FRESNO
Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
Attest:

Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of Celifornia
By: ~ Deputy
15 January 21, 2025 Council Packet Page 89
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Exhibit A
A-1
Scope of Services

1. Duties of Contractor
A. Contractor shall be responsible for furnishing equipment and materials, as hereinafter set forth, in order to provide prehospital emergency medical services to persons in need thereof within the incorporated boundaries of the City of Selma and that certain portion of the unincorporated area of Fresno County, all known as Fresno County Ambulance Service Zone G, as shown in Exhibit B-1.

B. Contractor shall maintain automatic vehicle locators in each authorized emergency ambulance unit and authorized disaster response unit.

C. Contractor shall assure that all calls received by the City of Selma PSAP (Public Safety Answering Point) for medical assistance are transferred directly to the County’s centralized ambulance dispatch facility.

D. Contractor agrees to meet performance standards and requirements as further discussed in Section 6 of this Agreement.

2. Qualification of Contractor
Contractor shall at all times meet the requirements set forth by the California Highway Patrol, the California Health and Safety Code, the California Vehicle Code, the State Department of Health, the California Code of Regulations, the County’s Department of Public Health with respect to medical standards, and any other applicable statute or regulation with respect to the services, equipment, and materials which are the subject matter of this Agreement. In the event of conflicting statutes or regulations, the statute or regulation setting forth the most stringent requirements shall be adhered to by Contractor.

3. Area Served
Contractor shall provide prehospital emergency medical services, on a nonexclusive basis, upon dispatch by County and upon direct call to Selma’s Fire or Police Department to any location or incident within the territory of Fresno County Ambulance Service Zone G as shown in Exhibit B-1 In addition, upon request of the County EMS Communications Center, Contractor shall, to the extent consistent with its primary responsibility to provide January 21, 2025 Council Packet Page 90
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Exhibit A
A-2
prehospital emergency medical services in the area of Exhibit B-1, render all reasonable “mutual aid” to those providers of emergency medical services operating within the adjacent Service Zone Areas in order to ensure that timely emergency medical services are rendered to persons in need of such services within those areas.

4. Staffing and Wages in Conformance with H&S Code 1797.230 A. Contractor shall provide for the payment of comparable wages and benefits to all ambulance service employees that are generally consistent with those provided to ambulance service employees in the County of Fresno and surrounding counties.

B. Contractor shall maintain staffing levels consistent with staffing levels outlined in previous contracts between the parties.

5. Services to be Provided and Performance Standards
A. Contractor shall provide appropriate ambulance, paramedic, and medical equipment and personnel, except as set forth in this Agreement, in order to furnish “Advanced Life Support” (ALS) and “Basic Life Support” (BLS) services to persons within the area defined in Exhibit B-1 on a non-exclusive, on-call basis, twenty-four (24) hours per day, seven (7) days per week.
“Advanced Life Support” services shall mean special services designed to provide definitive prehospital emergency medical care, including, but not limited to, cardiopulmonary resuscitation, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, administration of specified drugs and other medical preparations, and other specified techniques and procedures administered by authorized personnel under direct supervision of a base station hospital or according to approved written protocols.
“Basic Life Support” services shall mean emergency first aid and cardiopulmonary resuscitation procedures which, as a minimum, includes recognizing respiratory and cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life without invasive techniques until the patient may be transported or until advanced life support is available.

January 21, 2025 Council Packet Page 91
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Exhibit A
A-3
B. Response Areas and Performance Standards
1) Metropolitan Response Area
The Metropolitan Response Area is defined as that area within the corporate limits of the City of Selma plus an area within one (1) statutory mile of said corporate limits, which is shown in Exhibit B-2, attached hereto and incorporated herein by this reference.
2) Rural Response Area
The Rural Response Area is defined as that area beyond the Metropolitan Response Area limits, which is shown in Exhibit B-3, attached hereto and incorporated herein by this reference.
3) Response Time Performance Standards
Response time standards for the abovementioned areas are defined in Exhibit D, attached hereto and by this reference incorporated herein. 4) The required response times under this Agreement are measured from the time Contractor is alerted for a response to the time that Contractor arrives at scene in a fully staffed and equipped emergency ambulance unit. County provides Contractor with significant flexibility in Contractor’s methods of providing said services in order to achieve minimum results required under this Agreement. This is based upon Contractor’s commitment to perform to the response time standards required under this Agreement.

Therefore, a deficiency or an error by Contractor in one or more phases of its operations (e.g., vehicle deployment plan and basing model, and vehicle maintenance) shall not be the basis for the EMS Agency granting an exception to Contractor for its performance in another phase of its operation (e.g., response time performance). Required response times shall be measured in minutes and seconds, and shall be time stamped by the EMS Agency’s computer aided dispatch (CAD) system consistent with the requirements herein.

County and the EMS Agency recognizes that dispatch
operations are not a responsibility or under the control of Contractor. County and the EMS Agency acknowledge that Contractor is not to be held responsible for delays that may occur due January 21, 2025 Council Packet Page 92
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Exhibit A
A-4
to dispatching, and the Contractor acknowledges that the County EMS Communications Center requires adequate time to process each request (e.g., time from request received to the time of unit alert). County agrees to monitor the County EMS Communications Center to ensure that its dispatch performance remains within the standards developed by County and the local EMS Agency.

The EMS Agency may grant exemptions from response time
performance requirements stated herein, on case-by-case basis, for calls where weather conditions, multi-casualty incidents, or other situations beyond the Contractor’s control cause unavoidable delay. All such calls shall be individually examined by the EMS Agency as to system status plan and staffing levels, dispatch and in-service times, and other influencing factors (e.g., weather conditions), and if the circumstances warrant, the EMS Agency may authorize the exclusion of such calls when measuring performance requirements. Exclusion of a call under this paragraph means that a late call which has received approval for an appeal will not count as an on-time response. Therefore, it is excluded from the database for the purpose of fractile performance calculation (i.e., performance measured by fractions of a minute or hour).

In order to be eligible for such exemption, the Contractor shall notify the EMS Agency within a reasonable amount of time of the occurrence. Equipment failure, personnel error, or lack of a nearby ambulance does not constitute grounds for exemption from response time performance requirements.
a. “At Scene”
Shall be defined as the moment when the assigned
emergency ambulance unit is physically at or within one hundred (100) feet of the scene. In instances where the emergency ambulance unit responds to a location other than the scene (e.g., staging area), arrival “at scene” shall be the time such unit arrives at, or is within one hundred (100) feet of, the designated staging location
b. Failure to Report “At Scene”
In instances when emergency ambulance units fail to report “at scene,” the time of the next communications by those units with the County EMS January 21, 2025 Council Packet Page 93
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Exhibit A
A-5
Communications Center shall be used as the “at scene” time. However, Contractor may appeal such instances when it can document the actual arrival time through another means (e.g., nonContractor first responder communication recording and automatic vehicle locator). c. Unit Cancelled Prior to Arrival “At Scene”
Required response time standards do not apply to instances where Contractor is cancelled prior to arrival “at scene”. 5) Performance Indicators for Alerting and Initiating Response The following performance indicators shall be used to evaluate the timeliness of Contractor’s field operations (from time of unit alert to time “at scene”) in response to requests that require an immediate dispatch (Priorities 1 and 2) or an urgent dispatch (Priorities 3 and 4). Such performance indicators are not used as standards for enforcing Contractor’s compliance with required response time standards under this Agreement.

Rather, they are utilized as a means of determining whether Contractor meets the criteria for an exception to response time standards and for evaluating the need for more in-depth Quality Improvement review by the EMS Agency and/or Contractor of Contractor’s services. a. Crew Response Phase (Priorities 1,2,3, and 4)
For requests for immediate responses (Priorities 1 and 2) and urgent responses (Priorities 3 and 4), the “Chute Time” is the measurement of elapsed time from “unit alert” to the time that all crewmembers are in the ambulance unit, begin response, and report on radio to the County EMS Communications Center of “unit enroute.” For Contractor’s primary ambulance units, the maximum permissible Chute Time shall be one hundred twenty (120) seconds or less. This performance indicator is a performance measurement of Contractor’s performance separate from any other performance standard in this Agreement. “Unit Alert” shall be defined as the moment the County EMS Communications Center alerts Contractor’s emergency ambulance unit for a response. 6) Ambulances shall be staffed and equipped at the appropriate response level for the response incident (Advanced Life Support or Basic Life Support). The Contractor may utilize its own discretion on resource management with regard to advanced life January 21, 2025 Council Packet Page 94
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Exhibit A
A-6
support (paramedic) ambulance units. The Contractor may operate a single-tiered system - utilizing advanced life support (paramedic) ambulance units for all responses or the Contractor may operate a multi-tiered system - staffing different types of units with different staffing levels in order to service the various types of responses. The Contractor has the operational flexibility to operate under either model in order to provide a cost-effective system. However, the Contractor’s obligation to perform its minimum performance requirements under this Agreement to the reasonable satisfaction of the County and the EMS Agency shall not be lessened if Contractor elects to operate a multi-tiered system - that is, the Contractor shall in any event be responsible to provide an appropriately staffed and equipped ambulance unit, as defined in the EMS Agency Policy and Procedures.

The EMS Agency requirement for staffing of advanced life support (paramedic) units is a minimum of one (1) currently California-licensed and locallyaccredited paramedic and one (1) currently trained and locally certified EMT. The minimum staffing for a BLS unit is two (2) locally certified EMTs.

The utilization of BLS ambulances as a part of a multi-tiered system, and, in the case of incidents which require the response of an advanced life support (paramedic) ambulance unit, the Contractor utilizes BLS ambulances in conjunction with nontransport advanced life support (paramedic) units, the following standards shall apply:
a. Rendezvous between BLS ambulance units and advanced
life support (paramedic) units shall be initiated according to the standards described in EMS Policy #510; and
b. Such BLS ambulance personnel shall adhere to EMS
Agency Policy and Procedures regarding treatment and the urgency of transport. Patient transport shall not be inappropriately delayed, contrary to EMS Agency Policy and Procedures, in order to wait for the arrival of a non-transport advanced life support (paramedic) unit in order to prevent the levy of liquidated damages regarding a BLS response. c. BLS level ambulances for services under this Agreement shall be equipped and staffed at the BLS-defibrillation level.

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Exhibit A
A-7
7) CONTRACTOR shall make (and shall maintain for 180 days) a digitally recorded copy of all requests for medical aid through the designated public service answering point.
8) Contractor shall, consistent with County EMS Policies and Procedures, develop, collect, maintain and transmit to County data regarding its delivery of services hereunder.
9) Contractor shall utilize and maintain an electronic patient care reporting (ePCR) system and provide data to the EMS Agency and the California EMS Information System (CEMSIS) in accordance with H&S code 1797.227 10) Contractor shall notify the County EMS Communications Center immediately upon receipt of calls for medical aid and/or transportation and attempt to forward medical 911 calls to the County EMS Communications Center to allow for telephone medical pre-arrival instructions.
11) Contractor shall make and maintain radio contact with the County EMS Communications Center on the County EMS Med-Net System for the purpose of tracking and data collection.
12) Contractor agrees to provide an internal quality improvement program, which adheres to the County EMS System and is consistent with the minimum standards of the County EMS Policies and Procedures.

6. Equipment and Personnel
Contractor shall furnish, operate, maintain and replace, as necessary, any and all items of equipment, apparatus and supplies, whether real, personal, or otherwise, and qualified personnel as may be necessary to fulfill its obligations under this Agreement. As between the County and Contractor, title to all such equipment, apparatus and supplies furnished by Contractor shall remain at all times in Contractor and personnel assigned to the performance of this Agreement are and shall remain employees or volunteers or contractors of Contractor.

January 21, 2025 Council Packet Page 96
Exhibit B-1

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January 21, 2025 Council Packet Page 98
Exhibit B-3

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Exhibit C
C-1
Insurance Requirements

1. Required Policies
Without limiting the County’s right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.

Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor’s policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.

Coverage must include any auto used in connection with this Agreement. (C) Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits.
(D) Employer’s Liability. Employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. (E) Professional Liability. Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must be prior to the date on which services began under this Agreement; (2) the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. (F) Molestation Liability. Sexual abuse / molestation liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. (G) Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor’s obligations under this Agreement, including but not limited to claims involving Cyber Risks.

January 21, 2025 Council Packet Page 100
Exhibit C
C-2
(H) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor.

Definition of Cyber Risks. “Cyber Risks” include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor’s obligations under [identify the Article, section, or exhibit containing data security obligations] of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor’s obligations under this Agreement regarding electronic information, including Personal Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor’s obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses.

If the Contractor is a governmental entity, it may satisfy the policy requirements above through a program of self-insurance, including an insurance pooling arrangement or joint exercise of powers agreement.

2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County’s Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the County of Fresno, Department of Public Health, P.O.

Box 11867, Fresno, CA 93775, Attention: Contracts Section – 6 th Floor, or email,
[email protected], certificates of insurance and endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy.
(ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability January 21, 2025 Council Packet Page 101
Exhibit C
C-3
insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor’s policy.
(iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must also state the retroactive date of the policy, which must be prior to the date on which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor’s obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement.
(D) County’s Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County’s Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker’s compensation insurance required by this Agreement. The Contractor is solely January 21, 2025 Council Packet Page 102
Exhibit C
C-4
responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor’s waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County’s Remedy for Contractor’s Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement.
(G) Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors. (H) Contractor’s Personnel. The insurance requirements of this Exhibit C shall apply to Contractor’s personnel during their performance of any activity which is the subject of this Agreement hereto, including, but not limited to, their participation in clinical education programs and prehospital experience while assigned to a separate paramedic ground ambulance provider.

January 21, 2025 Council Packet Page 103
Exhibit D
D-1
Response Time Standards
Zone Priority Minimum
Response Time
Cumulative
Standard Frequency
Metro Zone 1 & 2 9 minutes 90% Monthly
Metro Zone 3 & 4 20 minutes 90% Monthly
Metro Zone 5 30 minutes 90% Monthly
Rural Zone 1 & 2 20 minutes 90% Quarterly
Rural Zone 3 & 4 30 minutes 90% Quarterly
Rural Zones 5 40 Minutes 90% Quarterly
January 21, 2025 Council Packet Page 104
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1 EMERGENCY MEDICAL SERVICES AGREEMENT
This Service Agreement (“Agreement”) is dated ___________________ and is between City of Selma, a Municipal Corporation, (“Contractor”), and the County of Fresno, a political subdivision of the State of California (“County”).

Recitals
A. Division 2.5 of the California Health and Safety Code (commencing with Code Section 1797; the Emergency Medical Services System and Prehospital Emergency Medical Care Personnel Act,” or the “EMS Act”) governs the administration and provision of emergency medical services (“EMS”), including emergency ambulance services.

B. County, through its Department of Public Health, is authorized to develop and implement an EMS program for the administration of EMS, including emergency ambulance services, to residents and visitors in Fresno County, pursuant to Health and Safety Code Section 1797.200.

C. County, through its Department of Public Health, has been designated as the Local EMS Agency (“EMS Agency”) for the County of Fresno pursuant to California Health and Safety Code Section 1797.200.

D. County and its EMS Agency recognize the need for an EMS System, established and operating in accordance with the EMS Act, consisting of an organized pattern of readiness and response services based on public and private agreements and operational procedures for the coordinated and effective provision of EMS, including emergency ambulance services, for those residents and visitors in Fresno County who may become ill or injured.

E. The EMS Agency has developed and is continuing to develop and implement a local plan for EMS in Fresno County (the “EMS Plan”).

F. County and Contractor entered into Agreement 24-389 (“Original Agreement”), effective July 1, 2024, for the authorization of paramedic ambulance services in Ambulance Service Zone “G” on a non-exclusive basis.

G. County and Contractor have agreed to terminate the Original Agreement and supersede with the following Agreement.

H. Pursuant to California Health and Safety Code Sections 1797.85 and 1797.224, the January 21, 2025 Council Packet Page 105
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2 EMS Agency, upon the recommendation of County, may create one or more Exclusive Operating Areas (EOA) in the development of the EMS Plan, without a competitive process for selecting providers pursuant to the EMS Plan, if the local EMS Agency amends the EMS Plan to continue the use of an existing provider or providers operating within Fresno County in the manner and scope in which the services have been provided without interruption since January 1, 1981 (each, a “Grandfather EOA”), provided that the EMS Agency obtains the State EMS Authority’s approval of an amendment to the EMS Plan that includes such Grandfather EOA and such services provided therein.

I. Contractor represents that Contractor has been providing emergency ambulance services without interruption in the geographical area of its historical service area known as Fresno County Ambulance Service Zone “G,” and commonly known as the “Selma Area,” covering the incorporated areas of Selma, Fowler, and portions of the incorporated areas of Parlier, and adjoining unincorporated areas to all such areas since 1969.

J. Contractor represents that Contractor has been providing emergency ambulance services in Fresno County Ambulance Service Zone “G” in the manner and scope in which the services have been provided without interruption since January 1, 1981, and that the Contractor’s continued provision of emergency ambulance services in Fresno County Ambulance Service Zone “G” qualifies such area, including Contractor’s services provided therein and under this Agreement, as a Grandfather EOA.

K. Contractor desires to provide emergency ambulance services, as authorized by law, within Fresno County Ambulance Service Zone “G,” as a Grandfather EOA, pursuant to the terms and conditions of this Agreement.

L. Contractor will be ultimately responsible for all response time and performance compliance of all subcontractors of emergency ambulance services for the Selma Area.

M. One of the purposes of this Agreement is to memorialize emergency ambulance services that Contractor has been providing and will be providing without interruption in Fresno County Ambulance Service Zone “G” in the same manner and scope since January 1, 1981.

N. County and its EMS Agency believe that the restriction of operations of the number of January 21, 2025 Council Packet Page 106
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3 providers of emergency ambulance service in Fresno County Ambulance Service Zone “G,” as a Grandfather EOA, as provided herein, will continue to maintain a stable and cost effective system of ambulance services generally in Fresno County, and in Fresno County Ambulance Service Zone “G” in particular, that provides high quality medical care to residents and visitors within Fresno County.

O. Pursuant to California Health and Safety Code Sections 1797.85 and 1797.224, the EMS Agency, upon the recommendation of County, amended the EMS Plan to create a Grandfather EOA for emergency ambulance service in Fresno County Ambulance Service Zone “G” in order to restrict the number of providers of emergency ambulance services to Contractor upon the terms and conditions of County EMS Policy #200 P. The State EMS Authority approved such amendment to the EMS Plan.

The parties therefore agree that County Agreement No. 24-389 shall be superseded and replaced in its entirety by this Agreement, and further agree as follows:

EMS Agency

1.2 The parties also acknowledge that the Local EMS Agency has implemented County EMS Policy #200 (Authorization of Ambulance Provider Agencies in Fresno County).

1.3 The parties acknowledge and agree that the EMS Agency, upon the recommendation of County’s Board of Supervisors for the creation of the Grandfather EOA, has the authority to create and enforce the Grandfather EOA, by restricting emergency ambulance services therein to Contractor’s emergency ambulance services, without undertaking a competitive selection process, and to amend the EMS Plan accordingly, subject to approval thereof by the State EMS Authority, all pursuant to California Health and Safety Code Sections 1797.85 and 1797.224.

Article 1
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4 1.4 The parties further acknowledge that the EMS Medical Director of the County’s Department of Public Health has the authority set forth in Health and Safety Code Section 1798.

Contractor shall operate its prehospital emergency medical care services program in conformity with the medical policies, procedures and standards issued, and amended, by the Local EMS Agency (hereinafter collectively referred to as the “County EMS Policies and Procedures,” and individually referred to as “County EMS Policy #”).

1.5 Neither the fact that this Agreement is entered into nor anything contained in this Agreement shall be construed as an admission by either party hereto regarding Contractor’s legal authority, if any, to plan, implement, and operate within or without its corporate boundaries a system of prehospital emergency medical services (including, but not limited to, ambulance services) independent of County’s authorization or approval.

Contractor’s Services

2.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit A to this Agreement, titled “Scope of Services.”

2.2 Representation. The Contractor represents that it is qualified, ready, willing, and able to perform all of the services provided in this Agreement.

Scope of Agreement

3.1 This Agreement only authorizes the provision of ground emergency ambulance services in the areas described in Exhibit B-1. The parties acknowledge and agree that the parties’ execution of this Agreement shall fulfill any and all of the requirements for a written agreement with the EMS Agency for agencies providing Advanced Life Support services as specified in Division 9, Chapter 4, of Title 22 of the California Code of Regulations.

Article 2
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5 Duties of County and EMS Agency

4.1 Duties of County. County shall have the following duties under this Agreement:
(A) Designate an EMS Agency for County’s EMS program.
(B) Provide emergency ambulance dispatching services through the County EMS Communications Center to Contractor, as provided herein. (C) Provide communications infrastructure and certain communications equipment to Contractor, as provided herein.
(D) Provide compensation to Contractor, as provided herein, for Contractor’s satisfactory performance of its services under this Agreement.

4.2 Duties of EMS Agency. The EMS Agency shall have the following duties under this Agreement:
(A) Maintain and administer an EMS System consistent with state law and regulation, for a system of emergency ambulance services and advanced life support (paramedic) services and medical direction.
(B) Provide a system of medical oversight/medical direction for the EMS System and coordinated quality assurance and quality improvement programs for the EMS System. (C) Cause the County EMS Communications Center to coordinate requests for emergency ambulance services, including emergency ambulance service areas that are outside of the Selma EOA but within Fresno County, and EMS aircraft coordination. (D) Assist Contractor in developing, implementing, and maintaining an internal field supervision system to provide evaluation of Contractor’s prehospital personnel providing service according to the standards established by the EMS Agency. (E) Perform periodic and annual inspections of Contractor’s ambulance service records, vehicles, facilities, personnel certifications, and patient billings.

4.3 Administration of Agreement. County and EMS Agency shall have the authority to administer this Agreement in order to monitor the performance of services that are the subject of this Agreement. EMS Agency shall have the authority to review and, in its discretion, approve or Article 4
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6 disapprove of contractual commitments made by Contractor to third parties when such commitments would extend beyond the term of this Agreement.

Dispatch and Communications

5.1 County shall provide emergency ambulance dispatch services, including a dispatch/communications facility (hereinafter referred to as “County EMS Communications Center”), sufficient to handle all requests for emergency ambulance service within the Selma EOA and areas served by Contractor through Mutual Aid and Instant Aid. County will operate or cause the County EMS Communications Center to be operated by County’s exclusive provider of emergency ambulance services in the Fresno-Clovis metropolitan area. Contractor shall not have the right or obligation, under this Agreement, to operate the County EMS Communications Center. Contractor will be responsible for responding to all requests for emergency ambulance service received by County and forwarded to Contractor for transporting all patients that require emergency ambulance service within the Selma EOA and areas served by Contractor through Mutual Aid and Instant Aid. Communication system infrastructure (authorization for the use of medical radio frequencies and repeaters for those frequencies under the coordination and control of County) will be provided by County for Contractor’s use under this Agreement.

5.2 All radio and telephone communications, including pre-arrival instructions and time track shall be recorded on tape or other media and kept for a minimum of one hundred eighty (180) days. Upon the request of Contractor, County shall retain voice-recorded media beyond the required one hundred eighty (180) days for unusual occurrences or where there has been a request by a member of the public to preserve such media.

5.3 County shall dispatch to and communicate with Contractor’s emergency ambulance units, and keep a record thereof (computer record or dispatch card) in a manner consistent with Federal and State laws, and County EMS Policies and Procedures.

5.4 Contractor shall ensure that each emergency ambulance unit utilized in the performance of services under this Agreement is equipped with emergency alerting devices capable of notifying emergency ambulance personnel of the response need, and radio Article 5
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7 communications equipment sufficient to meet or exceed the requirements of County EMS Policies and Procedures.

Compensation and Consideration

6.1 County shall not be obligated to raise taxes, or to adopt or approve any tax measures to provide funds, in order to compensate Contractor in connection with this Agreement. The only compensation payable by County to Contractor for Contractor’s satisfactory performance of its services under this Agreement is as follows in section 6.2 below

6.2 Compensation to Contractor. County shall provide compensation to Contractor for the satisfactory performance of its services as provided herein through June 2025. (A) County shall pay to Contractor a monthly lump-payment of One Thousand One Hundred Twenty-Five and 00/100 Dollars ($1,125.00) for estimated dry runs and uncollectible charges from execution of contract through June 30, 2025. (B) The total maximum compensation payable under the Agreement, for the period of February 1, 2025 through June 30, 2025, shall not exceed Five Thousand Six Hundred Twenty-Five and No/100 Dollars ($5,625.00).

6.3 No Compensation after June 2025. County shall be under no obligation to provide further compensation to Contractor starting July 1, 2025.

6.4 Consideration. The parties acknowledge and agree that their respective covenants made to the other party and benefits received from the other party under this Agreement shall form the basis of the consideration exchanged between them under this Agreement.

6.5 Software Costs by County. Contractor shall be responsible for any software costs incurred by County for the purposes of Computer-aided-dispatch or patient care reports caused by compatibility with Contractor’s software.

6.6 Contractor’s Fee for Service. The parties recognize that Contractor charges a fee for its services to recipients of such services, and that County and EMS Agency are not responsible for setting Contractor’s rates for such fees. Notwithstanding anything stated to the contrary in the foregoing sentence, Contractor’s fees for such services shall not exceed the Article 6
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8 reasonable and customary rates for such services under the circumstances, and such fees, and Contractor’s billing and collection practices, shall be in compliance with all Federal, State, and local laws, and regulations.

Term of Agreement

7.1 Term. This Agreement is effective upon execution by both parties and terminates on June 30, 2027, except as provided in section 7.2, “Extension,” or Article 9, “Termination and Suspension,” below.

7.2 Extension. The term of this Agreement may be extended for no more than two, oneyear periods only upon written approval of both parties at least 30 days before the first day of the next one-year extension period. The Director of the Department of Public Health or his or her designee is authorized to sign the written approval on behalf of the County based on the Contractor’s satisfactory performance. The extension of this Agreement by the County is not a waiver or compromise of any default or breach of this Agreement by the Contractor existing at the time of the extension whether or not known to the County.

Notices

8.1 Contact Information. The persons and their addresses having authority to give and receive notices provided for or permitted under this Agreement include the following:

For the County:

Director, Department of Public Health
County of Fresno
P.O. Box 11867
Fresno, CA 93775
[email protected]
For the Contractor:

City of Selma
Attn; Fire Chief
1711 Tucker Street
Selma, CA 93662

8.2 Change of Contact Information. Either party may change the information in section

8.1 by giving notice as provided in section 8.3.

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9 8.3 Method of Delivery. Each notice between the County and the Contractor provided for or permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement, and be delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document Format (PDF) document attached to an email.
(A) A notice delivered by personal service is effective upon service to the recipient. (B) A notice delivered by first-class United States mail is effective three County business days after deposit in the United States mail, postage prepaid, addressed to the recipient.
(C) A notice delivered by an overnight commercial courier service is effective one County business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient.
(D) A notice delivered by telephonic facsimile transmission or by PDF document attached to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of County business hours, then such delivery is deemed to be effective at the next beginning of a County business day), provided that the sender maintains a machine record of the completed transmission.

8.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).

Termination and Suspension

9.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the County, upon at least 30 days’ advance written notice to the Contractor, may:

Article 9
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10 (A) Modify the services provided by the Contractor under this Agreement; or (B) Terminate this Agreement.

9.2 Termination for Breach.
(A) Upon determining that a breach (as defined in paragraph (C) below) has occurred, the County may give written notice of the breach to the Contractor. The written notice may suspend performance under this Agreement, and must provide at least 30 days for the Contractor to cure the breach.
(B) If the Contractor fails to cure the breach to the County’s satisfaction within the time stated in the written notice, the County may terminate this Agreement immediately. (C) For purposes of this section, a breach occurs when, in the determination of the County, the Contractor has:
(1) Obtained or used funds illegally or improperly;
(2) Failed to comply with any part of this Agreement;
(3) Submitted a substantially incorrect or incomplete report to the County; or (4) Improperly performed any of its obligations under this Agreement.

9.3 Termination without Cause. In circumstances other than those set forth above, the County may terminate this Agreement by giving at least 30 days advance written notice to the Contractor.

9.4 No Penalty or Further Obligation. Any termination of this Agreement by the County under this Article 9 is without penalty to or further obligation of the County.

9.5 County’s Rights upon Termination. Upon termination for breach under this Article 9, the County may demand repayment by the Contractor of any monies disbursed to the Contractor under this Agreement that, in the County’s sole judgment, were not expended in compliance with this Agreement. The Contractor shall promptly refund all such monies upon demand. This section survives the termination of this Agreement.

Confidentiality

10.1 Confidentiality. All services performed by the Contractor under this Agreement shall Article 10
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11 be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality, including all Health Insurance Portability Accounting Act (HIPAA) Regulations.

Independent Contractor

11.1 Status. In performing under this Agreement, the Contractor, including its officers, agents, employees, and volunteers, is at all times acting and performing as an independent contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County.

11.2 Verifying Performance. The County has no right to control, supervise, or direct the manner or method of the Contractor’s performance under this Agreement, but the County may verify that the Contractor is performing according to the terms of this Agreement.

11.3 Benefits. Because of its status as an independent contractor, the Contractor has no right to employment rights or benefits available to County employees. The Contractor is solely responsible for providing to its own employees all employee benefits required by law. The Contractor shall save the County harmless from all matters relating to the payment of Contractor’s employees, including compliance with Social Security withholding and all related regulations.

11.4 Services to Others. The parties acknowledge that, during the term of this Agreement, the Contractor may provide services to others unrelated to the County.

Mutual Indemnity and Defense

12.1 Contractor’s Indemnity to County. The Contractor shall indemnify and hold harmless and defend the County (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to the performance or failure to perform by the Contractor (or any of its officers, agents, subcontractors, or employees) under this Agreement. The County may conduct Article 11
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12 or participate in its own defense without affecting the Contractor’s obligation to indemnify and hold harmless or defend the County.

12.2 County’s Indemnity to Contractor. The County shall indemnify and hold harmless and defend the Contractor (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise from or relate to the performance or failure to perform by the County (or any of its officers, agents, subcontractors, or employees) under this Agreement. The Contractor may conduct or participate in its own defense without affecting the County’s obligation to indemnify and hold harmless or defend the Contractor.

12.3 5150 Indemnity. County agrees to protect, defend, indemnify and hold harmless the Contractor, its officers, agents and employees, from claims brought by persons Contractor transports at the request of a peace officer or individual authorized by Welfare and Institutions Code Section 5150 to cause a person to be taken into custody, but only insofar as those claims are based on acts inherent in carrying out the detention of the person as requested by the peace officer or authorized individual. This indemnity shall not extend to claims for negligence in the provision of transportation or to any medical care provided during transport. This section shall in no way obligate the County to provide such protection, indemnification or defense to the extent of negligent or wrongful acts or omissions by the Contractor, its officers, employees, agents or contractors except as explicitly stated above.

12.4 The aforesaid indemnity and hold harmless clauses by Contractor and County shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered by the party to be indemnified, including but not limited to attorney fees and court costs, by reason of the aforesaid operations of the indemnifying party, regardless of whether or not the insurance policies or Central San Joaquin Valley Risk Management Authority (CSJVRMA) Program or self-insurance of the indemnifying party shall have been determined to be applicable to any such damages or claims for damages.

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13 12.5 Grandfathered EOA – Hold Harmless. The parties recognize that there has been a proliferation of litigation challenging governmental actions in the administration of EMS.

Because the creation and enforcement of the Selma EOA would directly benefit Contractor in that the Selma EOA is expected to ensure stability in the provision of emergency ambulance services to the Selma EOA, and thereby directly benefit Contractor, Contractor is agreeable to indemnifying, defending and holding harmless County and the EMS Agency herein for the EMS Agency creating the Selma EOA and enforcing Selma EOA in order that County and the EMS Agency shall bear no fiscal or financial burden whatsoever resulting from any litigation challenging such actions of the EMS Agency.

Contractor agrees to save, indemnify, hold harmless and, at County’s request, defend County, including the County’s Department of Public Health, the EMS Agency, their respective officers, agents, employees, contractors, attorneys, EMS Medical Directors, the County’s Board of Supervisors, each member of the County’s Board of Supervisors (collectively, the “Indemnified Parties”), from and against any and all litigation, actions, suits, claims, proceedings, demands, liabilities, and their resulting expenses, costs (including but not limited to court costs and attorney’s fees charged by or awarded to any party, settlement payments, and amounts paid to discharge judgments), judgments, damages, and penalties of any nature whatsoever occurring or resulting to, or threatened against the Indemnified Parties arising from, resulting from, or in connection with any of the Indemnified Parties’ actions (or failure to take actions) in creating the Selma EOA, amending the EMS Agency’s local EMS Plan as stated herein, enforcing the restriction of services in the Selma EOA to Contractor’s exclusive provision of services as stated herein, or taking any other actions (or failure to take actions) to maintain and enforce the Selma EOA. In carrying out its obligation to defend the Indemnified Parties, Contractor shall provide a law firm to the Indemnified Parties, provided however, Fresno County Counsel shall select such law firm, and Contractor shall have the right to approve such law firm, which approval shall not be unreasonably withheld. Such law firm shall have recognized expertise in antitrust and EMS law. Within thirty (30) days from the date that Contractor receives an invoice from County requesting payment, Contractor shall reimburse County for the defense January 21, 2025 Council Packet Page 117
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14 counsel’s attorneys’ fees and costs and expenses (including defense counsel’s court costs and expenses, and the fees, costs and expenses of expert consultants used by defense counsel) related to the representation of the Indemnified Parties in the action, suit, proceeding, or litigation brought or threatened against the Indemnified Parties. Contractor shall also directly pay to any Indemnified Party, within thirty (30) days from the date that Contractor receives an invoice from County requesting payment, for any item for which indemnification herein is provided by Contractor to the Indemnified Parties, and for which the Indemnified Party is obligated to pay to a third party. The EMS Agency shall be justified in refusing to enforce the Selma EOA, or in terminating the Selma EOA, unless the Indemnified Parties shall first be indemnified and defended herein to their satisfaction. Any settlement of any actual or threatened action, suit, proceeding, or litigation in connection with this Agreement shall be subject to approval of County and the EMS Agency.

12.6 Survival. This Article 12 survives the termination of this Agreement.

Insurance

13.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this Agreement.

Inspections, Audits, and Public Records

14.1 Inspection of Documents. The Contractor shall make available to the County, and the County may examine at any time during business hours and as often as the County deems necessary, all of the Contractor’s records and data with respect to the matters covered by this Agreement, excluding attorney-client privileged communications. The Contractor shall, upon request by the County, permit the County to audit and inspect all of such records and data to ensure the Contractor’s compliance with the terms of this Agreement.

14.2 State Audit Requirements. If the compensation to be paid by the County under this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the California State Auditor, as provided in Government Code section 8546.7, for a period of three Article 13
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15 years after final payment under this Agreement. This section survives the termination of this Agreement. Additional Federal audit requirements may apply if any portion of the compensation to be paid by the County under this Agreement is also provided by Federal funding.

14.3 Public Records. The County is not limited in any manner with respect to its public disclosure of this Agreement or any record or data that the Contractor may provide to the County. The County’s public disclosure of this Agreement or any record or data that the Contractor may provide to the County may include but is not limited to the following:
(A) The County may voluntarily, or upon request by any member of the public or governmental agency, disclose this Agreement to the public or such governmental agency.
(B) The County may voluntarily, or upon request by any member of the public or governmental agency, disclose to the public or such governmental agency any record or data that the Contractor may provide to the County, unless such disclosure is prohibited by court order.
(C) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). (D) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure as a public record under the California Public Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) (“CPRA”).
(E) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure as information concerning the conduct of the people’s business of the State of California under California Constitution, Article 1, section 3, subdivision (b).
(F) Any marking of confidentiality or restricted access upon or otherwise made with respect to any record or data that the Contractor may provide to the County shall be disregarded and have no effect on the County’s right or duty to disclose to the public or January 21, 2025 Council Packet Page 119
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16 governmental agency any such record or data.

14.4 Public Records Act Requests. If the County receives a written or oral request under the CPRA to publicly disclose any record that is in the Contractor’s possession or control, and which the County has a right, under any provision of this Agreement or applicable law, to possess or control, then the County may demand, in writing, that the Contractor deliver to the County, for purposes of public disclosure, the requested records that may be in the possession or control of the Contractor. Within five business days after the County’s demand, the Contractor shall (a) deliver to the County all of the requested records that are in the Contractor’s possession or control, together with a written statement that the Contractor, after conducting a diligent search, has produced all requested records that are in the Contractor’s possession or control, or (b) provide to the County a written statement that the Contractor, after conducting a diligent search, does not possess or control any of the requested records. The Contractor shall cooperate with the County with respect to any County demand for such records. If the Contractor wishes to assert that any specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to the County and assert the exemption by citation to specific legal authority within the written statement that it provides to the County under this section. The Contractor’s assertion of any exemption from disclosure is not binding on the County, but the County will give at least 10 days’ advance written notice to the Contractor before disclosing any record subject to the Contractor’s assertion of exemption from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs or attorney’s fees under the CPRA that results from the Contractor’s delay, claim of exemption, failure to produce any such records, or failure to cooperate with the County with respect to any County demand for any such records.

Disclosure of Self-Dealing Transactions

15.1 Applicability. This Article 15 applies if the Contractor is operating as a corporation, or changes its status to operate as a corporation.

15.2 Duty to Disclose. If any member of the Contractor’s board of directors is party to a Article 15
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17 self-dealing transaction, he or she shall disclose the transaction by completing and signing a “Self-Dealing Transaction Disclosure Form” (Exhibit D to this Agreement) and submitting it to the County before commencing the transaction or immediately after.

15.3 Definition. “Self-dealing transaction” means a transaction to which the Contractor is a party and in which one or more of its directors, as an individual, has a material financial interest.

General Terms

16.1 Modification. Except as provided in Article 9, “Termination and Suspension,” this Agreement may not be modified, and no waiver is effective, except by written agreement signed by both parties. The Contractor acknowledges that County employees have no authority to modify this Agreement except as expressly provided in this Agreement.

16.2 Non-Transferable Agreement. Contractor shall not (either voluntarily or by operation of law) assign, convey or transfer this Agreement, or any portion hereof, without the prior, express written permission of County and the EMS Agency as provided in this Subsection

16.2(B), herein, provided however, Contractor may assign, convey or transfer its obligations to perform non-EMS related services (e.g., janitorial, food service, or building maintenance), to a third party. Without limiting the generality of the foregoing sentence:
(A) Contractor shall not (either voluntarily or by operation of law) assign, convey or transfer any of Contractor’s rights under this Agreement without the prior, express written permission of County and the EMS Agency.
(B) Contractor shall not (either voluntarily or by operation of law) assign, convey, transfer, delegate or subcontract any of Contractor’s obligations under this Agreement without the prior, express written permission of County and the EMS Agency as provided in section 16.3 below.
(C) If Contractor (either voluntarily or by operation of law) assigns, conveys or transfers this Agreement, or any part of this Agreement, including any right hereunder, in violation of this Subsection 16.2(B), such assignment, conveyance or transfer shall be Article 16
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18 void.

16.3 Use of Sub-Contractors. Contractor’s use of sub-contractors for the direct provision of emergency ambulance services, or partial staffing for such services, is subject to the prior written permission of County’s Board of Supervisors and the County’s Director of the Department of Public Health, or his/her designee, acting for the EMS Agency. Contractor’s use of any other sub-contractors is subject to the prior written permission of County’s Department of Public Health, or designee, acting for the EMS Agency. Contractor’s “use of sub-contractors” in the provision of services shall include the delegation by Contractor to a third party of Contractor’s obligations under this Agreement.

If Contractor elects to use sub-contractors in the provision of any services under this Agreement, and the use thereof is permitted by County and, as applicable, the EMS Agency, as provided herein, Contractor in any event shall be responsible for such sub-contractor’s performance, and Contractor shall remain the sole point of contact in the provision of services under this Agreement. County and the EMS Agency retain the right to deny requests for use of sub-contractors.

16.4 Rights and Remedies Not Waived. Contractor agrees, warrants, represents and guarantees that Contractor’s services herein specified shall be completed for the compensation provided for in this Agreement; and that Contractor’s provision of services herein, and the payment therefore by County, shall not prevent County from maintaining any legal action against Contractor for Contractor’s failure to perform such services in accordance with this Agreement. In no event shall payment of compensation by County hereunder constitute or be construed to be a waiver by County of any breach or any default that may then exist on the part of Contractor, and the payment of such compensation while any such breach or default exists, shall in no way impair or prejudice any right or remedy available to County with respect to such breach or default.

County’s and the EMS Agency’s exercise of any rights or remedies under this Agreement shall not preclude County or the EMS Agency from exercising any other right or remedy under this Agreement or provided by law. Such rights and remedies may be exercised January 21, 2025 Council Packet Page 122
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19 by County and the EMS Agency cumulatively. If County or the EMS Agency desires to waive any right or the exercise of any remedy under this Agreement, such waiver shall only be in writing and signed by a duly authorized officer or agent of County or the EMS Agency, as applicable. If County or the EMS Agency should waive any breach or default by Contractor of any provision of this Agreement, County and the EMS Agency shall not thereby be deemed to have waived any preceding or succeeding breach or default of the same or any other provision of this Agreement.

16.5 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement.

16.6 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County, California. Contractor consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County.

16.7 Construction. The final form of this Agreement is the result of the parties’ combined efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against either party.

16.8 Days. Unless otherwise specified, “days” means calendar days.

16.9 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement.

16.10 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable terms intended to accomplish the parties’ original intent.

16.11 Nondiscrimination. During the performance of this Agreement, the Contractor shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religious creed, color, national origin, ancestry, physical disability, January 21, 2025 Council Packet Page 123
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20 mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and federal statutes and regulation.

16.12 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation of the Contractor under this Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation of the Contractor and does not prohibit enforcement by the County of any obligation on any other occasion.

16.13 Force Majeure.
(A) If either party hereto is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, that party shall give to the other party hereto prompt written notice of the Force Majeure with full particulars relating thereto.

Thereupon, the obligation of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended during, but no longer than, the continuance of the Force Majeure, except for a reasonable time thereafter required to resume performance. (B) During any period in which either party hereto is excused from performance by reason of the occurrence of an event of Force Majeure, the party so excused shall promptly, diligently, and in good faith take all reasonable action required in order for it to be able to promptly commence or resume performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the party so excused from performance shall, during any such period of Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or preliminary or permanent injunctions to enable it to so commence or resume performance of its obligations under this Agreement.
(C) The party whose performance is excused due to the occurrence of an event of Force Majeure shall, during such period, keep the other party hereto notified of all such actions required in order for it to be able to commence or resume performance of its obligations under this Agreement.
(D) “Force Majeure” is defined as an Act of God, act of public enemy, war, and other January 21, 2025 Council Packet Page 124
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21 extraordinary causes not reasonably within the control of either of the parties hereto.

16.14 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between the Contractor and the County with respect to the subject matter of this Agreement, and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature unless those things are expressly included in this Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits.

16.15 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the parties.

16.16 Authorized Signature. The Contractor represents and warrants to the County that:
(A) The Contractor is duly authorized and empowered to sign and perform its obligations under this Agreement.
(B) The individual signing this Agreement on behalf of the Contractor is duly authorized to do so and his or her signature on this Agreement legally binds the Contractor to the terms of this Agreement.

16.17 Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section.
(A) An “electronic signature” means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) version of an original handwritten signature.
(B) Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original January 21, 2025 Council Packet Page 125
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22 handwritten signature of that person.
(C) The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
(D) Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation.
(E) This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature.

16.18 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLLOWS]
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23 The parties are signing this Agreement on the date stated in the introductory clause.

CITY OF SELMA
By: Scott Robertson, Mayor
Attest:

By: Reyna Rivera, City Clerk
Approved to form:
________________________________
By City Attorney

COUNTY OF FRESNO
_________________________________
Ernest Buddy Mendes, Chairman of the
Board of Supervisors of the County of Fresno
Attest:

Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: _______________________
Deputy
For accounting use only:

Org No.: 56201695
Account No.: 7295
Fund No.: 0001
Subclass No.: 10000
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Exhibit A
A-1
Scope of Services

1. Duties of Contractor
A. Contractor shall perform its duties under this Agreement at its own cost and expense.

B. Contractor shall provide (i) emergency ambulance services to County Ambulance Service Zone “G,” hereinafter referenced as “Selma EOA,” as more fully described herein, and (ii) all reasonable Mutual Aid and Instant Aid to those providers of EMS operating within the Fresno County Ambulance Service Zones that are adjacent to Contractor’s response areas and in all such instances through such manner, means and resources, including, without limitation, EMS personnel, management and supervision thereof, field operations, facilities, billing and account collection services, all EMS equipment and maintenance thereof, in service training of Contractor’s personnel, quality improvement monitoring, purchasing and inventory control, and related support services, provided however, nothing contained herein shall be construed, either expressly or impliedly, as an authorization for Contractor to administer an EMS System in Contractor’s service area. All vehicles used in Contractor’s provision of services under this Agreement, all on-board durable or reusable equipment (unless otherwise stated in this Agreement), all communication infrastructure (except for radio frequencies and repeater sites currently maintained by County for dispatch and hospital communications, which will be available for Contractor’s use under this Agreement) and all other equipment and software employed by Contractor in the provision of these services shall be furnished by Contractor.

C. Contractor shall provide data and records concerning the services provided by Contractor under this Agreement to County and EMS Agency in a manner consistent with the requirements in this Agreement, shall cooperate with and timely respond to the EMS Agency and the EMS Medical Director on matters related to patient care.

D. Notwithstanding anything stated to the contrary in this Agreement, this is a performance-based Agreement in which Contractor’s services are based on the requirement to achieve minimum results in this Agreement, and that Contractor promises, covenants, warrants and agrees to employ, at Contractor’s sole costs and expense, whatever level of effort, January 21, 2025 Council Packet Page 128
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Exhibit A
A-2
personnel, equipment and other resources (collectively, the “Level of Effort”) is necessary to achieve the clinical, response standards, and other performance results required by the terms and conditions of this Agreement. Not later than thirty (30) days after the parties’ execution of this Agreement, Contractor shall provide, in writing to the EMS Agency, Contractor’s initial vehicle deployment plan. The vehicle deployment plan shall identify static locations (i.e., stations) where Contractor’s vehicles are normally based, and shall identify “move-up” or “posting” locations that are used to expand vehicle areas of coverage when one or more of Contractor’s vehicles are committed to an incident or are out of service. Contractor shall provide the EMS Agency and the County EMS Communications Center management staff with at least five (5) calendar days advanced written notice of changes in the Contractor’s vehicle deployment plan to enable appropriate changes to be made in the EMS computer aided dispatch (“CAD”) referred to in Exhibit A, Section 4 below. Contractor may implement temporary adjustments or modifications, which do not last longer than seventy-two (72) hours, to its vehicle deployment plan to meet operational needs or changes in demand for services without the required five (5) calendar days’ notice to the EMS Agency and the County EMS Communications Center. The intent of the advanced notification is to assure the EMS Agency that the County EMS Communications Center has Contractor’s most appropriate and up-to-date deployment plan that is in place and operational.

E. Contractor shall provide emergency ambulance service within the Selma EOA twenty-four (24) hours-per-day, each and every day of the year that this Agreement is in effect and always according to the terms and conditions of this Agreement.

F. Contractor shall be responsible for responding to all requests for emergency ambulance service within the Selma EOA received through the County EMS Communications Center, and for transporting all patients in the Selma EOA, that require an emergency ambulance operated by an emergency ambulance service.

G. Contractor shall be responsible for responding to all requests for emergency ambulance service, whether needed on an immediate, urgent or scheduled basis, including standby services for fire or law enforcement operations, and which are received January 21, 2025 Council Packet Page 129
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Exhibit A
A-3
directly and/or forwarded to Contractor by the County EMS Communications Center and are within the Selma EOA and/or are an Instant Aid and/or Mutual Aid (as those terms are defined in Exhibit A, Section 4 below) responsibility of Contractor.

H. County and the EMS Agency acknowledge that situations may arise within the Selma EOA when the demand for ambulances exceeds Contractor’s available resources requiring a response by an ambulance other than Contractor’s. In the event Contractor is unable to respond consistent with County EMS Policies and Procedures, the County EMS Communications Center will refer the request to the next appropriate agency.

I. At any time during the term of this Agreement, the EMS Medical Director may authorize EMS Dispatch Protocols that will categorize call requests by call priority so that some requests will not require an emergency ambulance dispatch. Contractor shall be an active participant, along with the EMS Agency’s Regional Medical Control Committee, local managed care organizations, ambulance dispatchers, and the EMS Agency, in analyzing and in assisting the EMS Medical Director in developing such protocols.

J. Contractor shall at all times meet the requirements set forth by the California Highway Patrol, the California Health and Safety Code, the California Vehicle Code, the State Department of Health, the California Code of Regulations, the County EMS Policies and Procedures, and any other applicable statute or regulation with respect to the services, equipment, personnel and materials which are the subject matter of this Agreement. In the event of conflicting statutes or regulations, the statute or regulation setting forth the most stringent requirements shall be adhered to by Contractor. In the event of a conflict between the terms of this Agreement and any resolution or regulation of County, the terms of this Agreement shall prevail.

K. Without limiting the generality of the foregoing provisions of this Section 1 of Exhibit A, Contractor shall, at a minimum:
1) Operate an emergency ambulance service in the Selma EOA in order to meet all response and clinical standards, including County EMS Policies and Procedures, in accordance with this Agreement.

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Exhibit A
A-4
2) Employ and manage qualified ambulance personnel.
3) Provide or contract for employee in service training. 4) Provide or contract for equipment maintenance to ensure that all equipment is properly functioning in a safe manner intended by the manufacturer of such equipment.
5) Provide emergency ambulance units and other vehicles, as specified herein.
6) Furnish all fuel, lubricant, and maintenance services necessary for proper vehicle operation in a safe manner intended by the manufacturer of such equipment, and all laws and regulations governing the ownership, use and operation of emergency ambulance vehicles.
7) Furnish supply inventory and all necessary supplies. 8) Maintain good working relations with all other health care providers and personnel in Fresno County and neighboring jurisdictions. 9) Maintain good working relationships with fire departments in Fresno County for continued first responder support, and use of fire department facilities as ambulance posts, if applicable.
10) Secure new or replacement ambulance post locations, as determined by Contractor, in order to meet performance requirements set forth herein. 11) Maintain good working relations with law enforcement agencies in Fresno County.
12) Ensure courteous and professional conduct of office, and field personnel at all times and maintain neat, clean and professional appearance of personnel, equipment and facilities.
13) Consummate mutually beneficial support agreements with neighboring ambulance services, subject to approval by the EMS Agency. 14) Promote and maintain a good reputation in Fresno County, whenever possible, through participation in:

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Exhibit A
A-5
a. Publishable research
b. Industry affairs
c. Prompt response and follow up to inquiries and complaints d. Leadership and participation in community activities e. public information and education including, without
limitation, press relations, explanations regarding fees, regulations and EMS System operations, increasing public awareness and knowledge of the EMS System, injury/mortality prevention/reduction, and general health and safety promotion including the provision of cardiopulmonary resuscitation (“CPR”) and first aid training to the public (e.g., health fairs, school programs, radio and local talk shows and business group meetings). 15) Participate actively in the EMS Agency’s medical audit and continuous quality improvement process, and provide special training/support for personnel in need of remediation.
16) Maintain state and local vehicle permits and personnel certifications.
17) Cause the County EMS Policies and Procedures to be
properly implemented and maintained in the field through Contractor’s personnel in service training, revisions and amendments to Contractor’s employee handbook, newsletters, and employee orientations.
18) Promptly advise the EMS Agency concerning financial and operational implications of changes to Contractor’s services under consideration. 19) Maintain and staff a local business office, within the Selma EOA in a location that is readily accessible to the public. The business office shall be open during normal business hours and business days. Personnel at the business office shall be trained and authorized to provide necessary information to the public and customers, which is related to the billing procedures and disputed bills. Subject to prior written approval of County, Contractor may be exempted from maintaining a business office within the Selma EOA if it can demonstrate that such services can be provided effectively from an alternate location outside January 21, 2025 Council Packet Page 132
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Exhibit A
A-6
the Selma EOA.
20) Provide a minimum of one (1) EMS Training Officer for EMS Agency prehospital training programs.
21) Promptly provide, upon request, data and records concerning the services provided by Contractor under this Agreement to the EMS Agency and its Regional Medical Control Committee, and the Fresno County Emergency Medical Care Committee. 22) Promptly provide, upon request, in service training to first responder personnel on procedures for basic life support (“BLS”) personnel to assist paramedic personnel (paramedic assist training).
23) Contractor shall restock disposable medical supplies, including automatic external defibrillator (“AED”) defibrillation pads, used by non-Contractor first responder units when treatment has been provided by non-Contractor first responder personnel and patient care has been assumed by Contractor’s personnel. Contractor is not responsible for restocking non-Contractor first responders’ expired, damaged or lost disposable medical supplies.

2. Area Served
A. Contractor represents, covenants and warrants to County and the EMS Agency that Contractor has been providing emergency ambulance services in the Selma EOA in the manner and scope in which the services have been provided without interruption since January 1, 1981, and that Contractor is fully qualified to serve as an exclusive provider of emergency ambulance services in the Selma EOA pursuant to California Health and Safety Code Sections 1797.85 and 1797.224.

B. Contractor shall provide emergency ambulance services, on an exclusive basis, upon dispatch by County to any and all locations or incidents within the territory of the Selma EOA as shown on Exhibit B-1, attached hereto and incorporated herein by this reference, order to ensure that timely emergency ambulance services are provided to all persons in need of such services within that area. In addition, upon request by County, Contractor, to the extent consistent with its primary responsibility to provide emergency ambulance services within the January 21, 2025 Council Packet Page 133
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Exhibit A
A-7
territory of the Selma EOA shall provide, on a non-exclusive basis, all reasonable Mutual Aid and Instant Aid (each defined in Exhibit A, Section 4 below) to those providers of EMS operating within the Fresno County Ambulance Service Zones that are adjacent to the Selma EOA in order to ensure that timely emergency ambulance services are provided to all persons in need of such services within those other areas.

C. Contractor acknowledges and agrees that the EMS Agency created the Grandfather EOA solely for the purposes of the EMS Agency’s administration of the EMS System in Fresno County and that the EMS Agency’s creation of the Grandfather EOA does not in any manner create or confer upon Contractor any permanent right, privilege or entitlement whatsoever for the EMS Agency’s continued operation and enforcement of the Grandfather EOA, or Contractor’s continued provision of emergency ambulance services, either on an exclusive or nonexclusive basis in the Selma EOA Contractor further acknowledges and agrees that the EMS Agency may at any time, and in the EMS Agency’s sole discretion, terminate the Grandfather EOA. County and the EMS Agency shall consult with Contractor prior to the EMS Agency terminating the Grandfather EOA in order to give Contractor a reasonable opportunity to discuss Contractor’s concerns, if any, with County and the EMS Agency regarding the EMS Agency’s proposed termination of the Grandfather EOA. During such consultation, County and the EMS Agency shall consider Contractor’s concerns, if any, and respond to them. Such consultation shall be commenced by County’s Department of Public of Health Director, or designee, acting for the EMS Agency, giving written notice thereof to Contractor. Such consultation shall be concluded as reasonably soon as possible under the circumstances, but shall not last longer than ten (10) EMS Agency and County business days from the date that such consultation is commenced, unless County’s Department of Public Health Director, or designee, acting for the EMS Agency, extends, in writing, the consultation period. If Contractor fails or refuses to promptly provide County the indemnification and defense, as stated in Article 12 above, County and the EMS Agency need not undertake the foregoing consultation process.

D. If the EMS Agency terminates the Grandfather EOA, this Agreement shall automatically terminate, provided however, nothing contained herein shall prohibit County and January 21, 2025 Council Packet Page 134
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Exhibit A
A-8
Contractor from entering into a successor agreement, if any, for Contractor’s provision of emergency ambulance services, on a non-exclusive basis, in the Selma EOA upon such terms and conditions that are mutually agreeable to County and Contractor..

3. Staffing and Wages in Conformance with H&S Code 1797.230 A. Contractor shall provide for the payment of comparable wages and benefits to all ambulance service employees that are generally consistent with those provided to ambulance service employees in the County of Fresno and surrounding counties.

B. Contractor shall maintain staffing levels consistent with staffing levels outlined in previous contracts between the parties.

4. Services to be Provided and Performance Standards
A. Contractor shall provide appropriate emergency ambulance, “Advanced Life Support” (paramedic), “Basic Life Support”, and medical equipment and personnel, in order to provide emergency ambulance services to all persons within the Selma EOA, on an exclusive, on-call basis, twenty-four (24) hours-per-day, each and every day of the year, regardless of dispatch priority, in order to meet the requirements of this Agreement. “Advanced Life Support” services, as defined in the EMS Act, shall mean special services designed to provide definitive emergency medical care, including, but not limited to, CPR, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, administration of specified drugs and other medical preparations, and other specified techniques and procedures administered by authorized personnel under direct supervision of a base station hospital, or according to approved written protocols. “Basic Life Support” services, as defined in the EMS Act, shall mean emergency first aid and CPR procedures which, as a minimum, includes recognizing respiratory and cardiac arrest and starting the proper application of CPR to maintain life without invasive techniques until the patient may be transported or until advanced life support is available.

Required response times under this Agreement are measured from the time Contractor is alerted for a response to the time that Contractor arrives at scene. County provides Contractor with significant flexibility in Contractor’s methods of providing said services January 21, 2025 Council Packet Page 135
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Exhibit A
A-9
in order to achieve minimum results required under this Agreement. This is based upon Contractor’s commitment to perform to the response time standards required under this Agreement. Therefore, a deficiency or an error by Contractor in one or more phases of its operations (e.g., vehicle deployment plan and basing model, and vehicle maintenance) shall not be the basis for the EMS Agency granting an exception to Contractor for its performance in another phase of its operation (e.g., response time performance). Required response times shall be measured in minutes and seconds, and shall be time stamped by the EMS Agency’s CAD system consistent with the requirements herein.

County and the EMS Agency recognizes that dispatch operations are not a responsibility or under the control of Contractor. County and the EMS Agency acknowledge that Contractor is not to be held responsible for delays that may occur due to dispatching, and the Contractor acknowledges that the County EMS Communications Center requires adequate time to process each request (e.g., time from request received to the time of unit alert). County agrees to monitor the County EMS Communications Center to ensure that its dispatch performance remains within the standards developed by County and the local EMS Agency.

B. Required response times are measured from the time Contractor is alerted for a response until a fully staffed and equipped emergency ambulance unit arrives at the scene of the incident.
1) “Unit Alert”
Shall be defined as the moment the County EMS
Communications Center alerts Contractor’s emergency ambulance unit for a response 2) “At Scene
Shall be defined as the moment when the assigned emergency ambulance unit is physically at or within one hundred (100) feet of the scene. In instances where the emergency ambulance unit responds to a location other than the scene (e.g., staging area), arrival at scene shall be the time such unit arrives at, or is within one hundred (100) feet of, the designated staging location.
3) Failure to Report “At Scene”
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Exhibit A
A-10
In instances when emergency ambulance units fail to report “at scene,” the time of the next communications by those units with the County EMS Communications Center shall be used as the “at scene” time. However, Contractor may appeal such instances when it can document the actual arrival time through another means (e.g., nonContractor first responder communication recording, and automatic vehicle locator). 4) Unit Cancelled Prior to Arrival “At Scene”
Required response time standards do not apply to instances where Contractor is cancelled prior to arrival “at scene”.

C. Performance Indicators for Alerting and Initiating Response The following performance indicators shall be used to evaluate the timeliness of Contractor’s field operations (from time of unit alert to time “at scene”) in response to requests that require an immediate dispatch (Priorities 1 and 2) or an urgent dispatch (Priorities 3 and 4). Such performance indicators are not used as standards for enforcing Contractor’s compliance with required response time standards under this Agreement. Rather, they are utilized as a means of determining whether Contractor meets the criteria for an exception to response time standards (as defined in Exhibit A, Subsection 3.E below) and for evaluating the need for more in-depth Quality Improvement review by the EMS Agency and/or Contractor of Contractor’s services.
1) Crew Response Phase (Priorities 1, 2, 3 and 4)
For requests for immediate responses (Priorities 1 and 2) and urgent responses (Priorities 3 and 4), the “Chute Time” is the measurement of elapsed time from “unit alert” to the time that all crewmembers are in the ambulance unit, begin response, and report on radio or mobile data terminal to the County EMS Communications Center of “unit enroute.” For Contractor’s primary ambulance units, the maximum permissible Chute Time shall be one hundred twenty (120) seconds or less. This performance indicator is a performance measurement of Contractor’s performance separate from any other performance standard in this Agreement.
2) Referral of Calls and Dispatch Delays
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Exhibit A
A-11
Incidents prompting an immediate or urgent dispatch will be dispatched without delay. However, during periods of peak load, the County’s EMS Communications Center may delay the referral of a new request to a provider outside of the Selma EOA to allow Contractor time to assemble another emergency ambulance using “offduty” personnel or to allow Contractor’s emergency ambulance unit(s) which are completing a call or returning to the Selma EOA to become available to manage the new incident. Such delays by Contractor are not authorized exceptions to the performance standards and other provisions of this Agreement. While a delayed response using one of Contractor’s nearby emergency ambulance units may provide a faster response than an immediate referral to a provider from outside of the Selma EOA, prolonged dispatch delays are not acceptable to County and EMS Agency. Therefore, the following criteria shall apply regarding the referral of calls and dispatch delays:
a. For requests for immediate responses (Priorities 1 and 2) and urgent responses (Priorities 3 and 4), if Contractor does not have an emergency ambulance unit available (primary or off-duty), the call will be referred to the appropriate Instant Aid (as defined in Exhibit A, Section 4 below) emergency ambulance consistent with County EMS Policies and Procedures.
b. If Contractor is utilizing off-duty emergency ambulance personnel to provide back-up to Contractor’s primary emergency ambulances during periods of peak load, and the off-duty emergency ambulance is logged on with the County EMS Communications Center, the call will be assigned to Contractor’s back-up emergency ambulance. Contractor will be held to the same response time performance requirements regardless of whether a primary or a back-up emergency ambulance handles the call. c. Scheduled responses (Priority 5) may be delayed by
Contractor until sufficient system capacity is available to safely handle the scheduled response along with other immediate and urgent responses.
d. If a call has been referred to another provider agency and Contractor has an emergency ambulance unit, which becomes available after the referral has January 21, 2025 Council Packet Page 138
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Exhibit A
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occurred, the County EMS Communications Center may cancel the emergency ambulance unit responding from outside of the Selma EOA if Contractor’s emergency ambulance unit is closer to the incident.

D. Contractor shall adhere to the following minimum standards of performance:
1) The Contractor shall provide the emergency ambulance services within the EOA, ambulances shall be staffed and equipped at the appropriate response level for the response incident (ALS or BLS). The Contractor may utilize its own discretion on resource management with regard to advanced life support (paramedic) ambulance units. The Contractor may operate a single-tiered system - utilizing advanced life support (paramedic) ambulance units for all responses or the Contractor may operate a multi-tiered system - staffing different types of units with different staffing levels in order to service the various types of responses. The Contractor has the operational flexibility to operate under either model in order to provide a cost-effective system. However, the Contractor’s obligation to perform its minimum performance requirements under this Agreement to the reasonable satisfaction of the County and the EMS Agency shall not be lessened if Contractor elects to operate a multi-tiered system - that is, the Contractor shall in any event be responsible to provide an appropriately staffed and equipped ambulance unit to requests for services, as defined in the EMS Agency Policy and Procedures.
2) The EMS Agency requirement for minimum staffing of
advanced life support (paramedic) units is one (1) currently California-licensed and locallyaccredited paramedic and one (1) currently trained and locally certified EMT. The minimum staffing for a BLS unit is two (2) locally certified EMTs. 3) The utilization of BLS ambulances as a part of a multi-tiered system, and, in the case of incidents which require the response of an advanced life support (paramedic) ambulance unit, the Contractor utilizes BLS ambulances in conjunction with nontransport advanced life support (paramedic) units, the following standards shall apply:
a. Response time performance shall be determined
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according to Exhibit A, Subsection 3.E below;
b. Rendezvous between BLS ambulance units and
advanced life support (paramedic) units shall be initiated according to the standards described in EMS Policy #510; and
c. Such BLS ambulance personnel shall adhere to EMS
Agency Policy and Procedures regarding treatment and the urgency of transport. Patient transport shall not be inappropriately delayed, contrary to EMS Agency Policy and Procedures, in order to wait for the arrival of a non-transport advanced life support (paramedic) unit. d. BLS level ambulances for services under this
Agreement shall be equipped and staffed at the BLS-defibrillation level.

E. Response Areas and Performance Standards
1) Metropolitan Response Area
The area that includes the corporate limits of the City of Selma plus an area of unincorporated area as shown in Exhibit B-2 collectively called the Metropolitan Response Area. For each calendar month, and for calls dispatched to locations within the Metropolitan Response Area.
2) Rural Response Area
For each calendar month, and for calls dispatched to locations within the area shown in Exhibit B-3, collectively called the Rural Response Area. 3) Response Time Performance Standards
Response time standards for the abovementioned areas are defined in Exhibit E, attached hereto and by this reference incorporated herein. 4) The EMS Agency may set standards for the measurement of response times where it is determined that such response time requirements are not appropriate due to low call volume on a monthly basis. In such instances, County may establish criteria for evaluating response time performance on a time period other than monthly. 5) Contractor shall maintain and continue the use of global positioning Satellite for all Contractor’s emergency vehicles capable of responding to prehospital January 21, 2025 Council Packet Page 140
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requests for service and the electronic collection and transmission of patient care information delivered under this Agreement.
6) Contractor shall be required to utilize the County’s EMS Communications Center as its primary dispatch center and shall refer all requests for ambulance services to the County’s EMS Communications Center. In addition, Contractor shall notify the County’s EMS Communications Center immediately upon the direct receipt of calls for medical aid and/or transportation.
7) Contractor shall make and maintain radio contact with the County EMS Communications Center on the County EMS Med-Net System for the purpose of tracking and data collection.
8) Contractor shall utilize and maintain an electronic patient care reporting (ePCR) system and provide data to the EMS Agency and the California EMS Information System (CEMSIS) in accordance with H&S code 1797.227. 9) Contractor agrees to provide an internal quality improvement program for Contractor’s personnel, which adheres to County EMS Policies and Procedures.

F. Response Time Performance Reporting and Appeals Process 1) Monitoring of Contractor’s performance under this
Agreement will be conducted by the EMS Agency with oversight by the Fresno County Emergency Medical Care Committee (“EMCC”), provided however, County and/or the EMS Agency may elect not to utilize the EMCC in such oversight capacity upon giving written notice thereof to Contractor. If the EMCC is used in such oversight capacity, (i) Contractor shall have a management representative, with the requisite authority to respond to and resolve issues, problems, disputes, and other matter that may come before the EMCC, in attendance at EMCC meetings, and (ii) Contractor shall have the right to bring before the EMCC any matter pertaining to its operation and the subject matter of this Agreement. 2) The following shall be considered in determining
Contractor’s monthly response time performance:
a. Priority Downgrades
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Exhibit A
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Responses which are downgraded in priority prior to an
emergency ambulance arriving at scene will be assessed for compliance with the new priority based upon the original unit alert time.
b. Priority Upgrades
Responses which are upgraded in priority prior to an
ambulance arriving at scene will be assessed for compliance with the new priority response based upon the time of the upgrade.
c. Exemptions
The EMS Agency may grant exemptions to response time
performance requirements, stated herein, for late responses where conditions, factors, or situations beyond Contractor’s control resulted in an unavoidable delay. Requests for exemptions shall be made by utilizing the electronic compliance monitoring program that is provided by the EMS Agency. All requests for exemption shall be made within ten (10) days from the end of the month, and shall be individually examined by the EMS Agency to determine if Contractor qualifies for such exemption.
i. Cancelled Responses
A request for emergency ambulance services that is
cancelled prior to the arrival of an ambulance; or
ii. Geographical Limitations
When response from Contractor’s stations or post
locations, as dictated by Contractor’s deployment plan, to a response location where geographical factors prevent compliance with response time requirements and the Chute Time is within performance indicators, Contractor may be eligible for this exemption. Contractor shall submit with its written request to the EMS Agency for an exemption including the specific reason(s) why the response time compliance is unachievable; or iii. Adverse Weather Conditions
iv. When severe weather which slows travel and/or
impairs scene location (e.g., fog, ice, or snow) such that response time compliance is either January 21, 2025 Council Packet Page 142
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Exhibit A
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impossible or could be achieved only at a greater risk to the public than would result from a delayed response, Contractor may be eligible for this exemption when the Chute Time is within performance indicators; or
v. Multiple Ambulance Responses to Same Incident
The first arriving ambulance will be held to response
time compliance. Subsequent ambulance(s) that arrive late will be eligible for exemption; or vi. Data Recording Error
Contractor may be eligible for this exemption when
accurate data recording information can be verified; or vii. Out-of-Selma EOA Mutual Aid/Instant Aid
Response
Responses outside of the Selma EOA are exempt from
response time compliance. When Contractor responds to Mutual Aid/Instant Aid requests outside of the Selma EOA and there is a separate response by a non-Contractor emergency ambulance inside the Selma EOA that results in a late response, Contractor may appeal the late response. If performance indicators are met by the non-Contractor emergency ambulance, such exemptions may be available on a one-for-one basis (i.e., one exemption for each ambulance outside of the Selma EOA response area). Contractor is ultimately responsible for the nonContractor(s) compliance to the response times and performance indicators. viii. Inaccurate Location/Address
If the reporting party or County’s EMS Communications
Center provides Contractor’s personnel with inaccurate location/address, the exemption will be allowed; or
ix. Locally Declared Disaster
Contractor may apply for an exemption to response
time compliance during times of a declared local “emergency” as defined in the California Government Code.
x. Rendezvous with a Moving Vehicle
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Exhibit A
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A late response may be eligible for exemption when
attempting to rendezvous with a moving vehicle. Fixed location rendezvous are not eligible for this exemption.
xi. Multi-Casualty Incident
If two (2) or more of Contractor’s emergency
ambulances are simultaneously committed to the same multi-casualty incident, a response to a separate incident within the Selma EOA by a non-Contractor primary emergency ambulance, depending on the circumstances, may be eligible for an exemption when the non-Contractor’s Chute Time to the separate incident is within performance indicators. As stated hereinabove, Contractor is ultimately responsible for the non-Contractor(s) compliance to the response times and performance indicators.

5. Equipment and Personnel
Contractor shall furnish, operate, maintain and replace, as necessary, any and all items of equipment, apparatus and supplies, whether real, personal, or otherwise, and qualified personnel as may be necessary to fulfill its obligations under this Agreement. As between the County and Contractor, title to all such equipment, apparatus and supplies furnished by Contractor shall remain at all times in Contractor and personnel assigned to the performance of this Agreement are and shall remain employees or volunteers or contractors of Contractor.

6. Instant Aid/Mutual Aid
A. To the extent that Contractor has emergency ambulance units available, and to the extent consistent with its primary responsibility to provide emergency ambulance services in the Selma EOA, Contractor shall, in accordance with County EMS Policies and Procedures, provide immediate “Instant Aid” and “Mutual Aid” to those providers of EMS operating within adjacent areas, both within and outside of Fresno County, in order to ensure that timely EMS are provided to all persons in need of such services within those areas. “Instant Aid” shall be defined as a request for immediate response to an incident within the jurisdiction of another provider agency. Such responses may be the subject of a pre-established agreement between Contractor and such provider agency. Examples: (1) A January 21, 2025 Council Packet Page 144
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Exhibit A
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request for a response into the service area of another agency due to the closer location of Contractor’s emergency ambulance units than the other party’s emergency ambulance units to the area to which Contractor will provide Instant Aid; and (2) A request for a response into the service area of another agency to assist with a multi-casualty incident. “Mutual Aid” shall be defined as a request for immediate response to a major incident which has overwhelmed or exceeded the resources of another area, and is not the subject of an Instant Aid agreement.

B. If Contractor enters into Mutual Aid and/or Instant Aid agreements with neighboring ambulance services, Contractor shall obtain the EMS Agency’s approval of such agreements.

7. Supervision
Contractor shall provide supervision of its operations that is available twenty-four (24) hours per day, each and every day of the year. Contractor shall establish a schedule for such supervision, which provides for prompt availability of such personnel for major incidents, unusual occurrences, and management of customer complaints.

8. Disaster Response
During a declared disaster that impacts Contractor’s resources, as determined by an agency of government either locally or in the neighboring jurisdiction, the normal course of business under this Agreement shall be interrupted from the moment the disaster situation is made known to Contractor by County’s Department of Public Health Director, or designee, acting for the EMS Agency, until notified by County’s Department of Public Health Director, or designee, acting for the EMS Agency, that the disaster assistance may be terminated. Immediately upon such notification of a disaster, Contractor shall commit such resources as are necessary and appropriate, given the nature of the disaster, and shall assist with the disaster response by providing EMS in accordance with disaster plans and protocols applicable in the locality where the disaster has occurred. The disaster related provisions of this Agreement are as follows:

A. Contractor shall develop a mechanism for the immediate recall of January 21, 2025 Council Packet Page 145
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personnel to staff emergency ambulance and disaster response vehicle units during a multicasualty situation, times of peak overload, or declared disaster situations. This plan shall include the ability of Contractor to alert off-duty personnel.

B. When disaster assistance by Contractor has been terminated, Contractor shall resume normal operations under this Agreement as rapidly as is practical considering exhaustion of personnel, need for restocking, and other relevant considerations.

C. During the course of the disaster, Contractor shall use best efforts to Provide local emergency ambulance coverage, and may, if appropriate and in consultation with EMS Agency staff, suspend scheduled and/or urgent responses.

D. County’s emergency ambulance dispatch operations shall be updated, enhanced and altered as necessary to address the additional communications needs during disaster situations including the increased need for the number of emergency ambulance units, for the coordination of out-of-area Mutual Aid and Instant Aid response units, for hospital information coordination, and for patient transport information. County disaster plans and County EMS Policies and Procedures shall govern emergency ambulance dispatch responsibilities and the role of EMS Agency staff in supervising and assisting with emergency ambulance dispatch center operations.

E. During periods of evacuation due to earthquake, wild land fire, or other emergencies, and in accordance with local disaster plans, Contractor shall assist, to the best of its ability, in providing medical services to shelters and casualty collection points which may be established as a result of an evacuation. This would include the provision of medical care, oxygen, and medical supplies as necessary due to shortages, which may occur. This may require the posting of an emergency ambulance unit at specific locations in Fresno County which are not normal posting locations including at such shelters and casualty collection points.

According to local and EMS disaster plans, emergency ambulance units and personnel are not the primary resource for providing such services, however, lack of, or exhaustion of, resources may prompt their use as a back-up.

E. Normal (i.e., not disaster related) Instant Aid, Mutual Aid, or multi-casualty January 21, 2025 Council Packet Page 146
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Exhibit A
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incidents responded to by Contractor shall be performed in accordance with County EMS Policies and Procedures, and, as applicable, Mutual Aid agreements.

9. Inquiries and Complaints
Contractor shall provide prompt response and follow-up to inquiries and complaints from customers and members of the public. Such responses shall be subject to the legal limitations imposed by patient confidentiality laws and regulations.

10. Committees
Contractor shall participate in the appropriate local EMS committees and related subcommittees, as determined by the EMS Agency.

January 21, 2025 Council Packet Page 147

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Insurance Requirements

January 21, 2025 Council Packet Page 150
Exhibit C
C-2
(H) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor.

Box 11867, Fresno, CA 93775, Attention: Contracts Section – 6 th Floor, or email,
[email protected], certificates of insurance and endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy.
(ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability January 21, 2025 Council Packet Page 151
Exhibit C
C-3
insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor’s policy.
(iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must also state the retroactive date of the policy, which must be prior to the date on which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor’s obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement.
(D) County’s Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County’s Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker’s compensation insurance required by this Agreement. The Contractor is solely January 21, 2025 Council Packet Page 152
Exhibit C
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responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor’s waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County’s Remedy for Contractor’s Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement.
(G) Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors. (H) Contractor’s Personnel. The insurance requirements of this Exhibit C shall apply to Contractor’s personnel during their performance of any activity which is the subject of this Agreement hereto, including, but not limited to, their participation in clinical education programs and prehospital experience while assigned to a separate paramedic ground ambulance provider.

January 21, 2025 Council Packet Page 153
Exhibit D
D-1
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno (“County”), members of a contractor’s board of directors (“County Contractor”), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest.” The definition above will be used for purposes of completing this disclosure form.

Instructions
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code.

The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).

January 21, 2025 Council Packet Page 154
Exhibit D
D-2
(1) Company Board Member Information:

Name: Date:

Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:

I
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Exhibit E
E-1
Response Time Standards
Zone Priority Minimum
Response Time
Cumulative
Standard Frequency
Metro Zone 1 & 2 9 minutes 90% Monthly
Metro Zone 3 & 4 20 minutes 90% Monthly
Metro Zone 5 30 Minutes 90% Monthly
Rural Zone 1 & 2 20 minutes 90% Quarterly
Rural Zone 3 & 4 30 minutes 90% Quarterly
Rural Zone 5 40 minutes 90% Quarterly
January 21, 2025 Council Packet Page 156
CITY MANAGER’S/STAFF’S REPORT
COUNCIL MEETING DATE: January 21, 2025
__________________________________________________________________________ ITEM NO: D.

SUBJECT: Consideration of A Resolution Amending the Meeting Date and Time of Regular Downtown Business Improvement District Advisory Board Meetings To 5:30 P.M. on the Second Monday of Every Month
______________________________________________________________________________ BACKGROUND: The Downtown Business Improvement District (BID) Advisory Board was established in October 2022. On January 16, 2024, the City Council adopted a resolution formalizing the Board's meeting schedule to the second and fourth Wednesday of each month at 5:30 PM.

While the initial goal of meeting twice a month was to maintain momentum during the Board's first year of operation, the BID Advisory Board now believes they have reached a point where meeting once a month is sufficient. Reducing the frequency of meetings will allow more time for progress and updates between sessions and may also improve board member recruitment by lessening the commitment required.

DISCUSSION: The proposed resolution would change the regular BID meeting schedule to 5:30 PM on the second Monday of each month, effective February 2025. ______________________________________________________________________________ RECOMMENDATION:

It is recommended that the City Council adopt a resolution amending the regular BID meeting schedule to 5:30 PM on the second Monday of the month. ______________________________________________________________________________ ________/s/________________________ 01/13/24__________
Alicia Aguirre, Economic Development Manager Date
________/s/_______________________ 01/13/24__________
Jerome Keene, Deputy City Manager Date
_______/s/________________________ 01/13/24__________
Fernando Santillan, City Manager Date
Attachments:

1. Resolution

2. 2025 BID Meeting Schedule
January 21, 2025 Council Packet Page 157
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SELMA, CALIFORNIA SETTING THE DATE AND TIME OF

REGULAR DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
ADVISORY BOARD MEETINGS TO 5:30 P.M. ON THE SECOND

MONDAY OF EVERY MONTH
WHEREAS, pursuant to Downtown Business Improvement District (BID) Management Plan, the BID Advisory Board must establish regularly scheduled meetings, and WHEREAS, the BID Advisory Board desires by this Resolution to amend the date and time of its regular meetings from the second and fourth Wednesday of each month, at 5:30 p.m. to the second Monday of the month except where such meeting date is a holiday observed by the City. In such cases, the meeting will be held on the next regular business day.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SELMA HEREBY FINDS, DETERMINES AND RESOLVES AS FOLLOWS:

SECTION 1. The above findings are true and correct and are incorporated herein by reference.

SECTION 2. The City Council hereby sets the date and time of regular BID Advisory Board meetings as the second Monday of each month, at 5:30 p.m., except where such meeting date is a holiday observed by the City. In such cases, the meeting will be held on the next regular business day.

SECTION 3. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances.

SECTION 4. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

PASSED, APPROVED and ADOPTED this 21st day of January, 2025, by the following vote:

AYES: COUNCIL MEMBER:

NOES: COUNCIL MEMBER:

ABSTAIN: COUNCIL MEMBER:

ABSENT: COUNCIL MEMBER:
(Signatures on following page)
January 21, 2025 Council Packet Page 158
______________________________
Scott Robertson, Mayor
ATTEST:
_____________________________________
Reyna Rivera, City Clerk
January 21, 2025 Council Packet Page 159
BID 2025 MEETING SCHEDULE
February 10, 2025 August 11, 2025
March 10, 2025 September 8, 2025
April 14, 2025 October 13, 2025
May 12, 2025 November 10, 2025
June 9, 2025 December 8, 2025
July 14, 2025
January 21, 2025 Council Packet Page 160
CITY MANAGER’S/STAFF’S REPORT
CITY COUNCIL MEETING: January 21, 2025
ITEM NO: E.

SUBJECT: Request from Fresno County Economic Development Corporation for Recognition of Dan Riley, founder and owner of Riley’s Brewery BACKGROUND: The Fresno County Economic Development Corporation (EDC) has requested that the City of Selma recognize Dan Riley, founder and owner of Riley’s Brewing Company, for his investment in Selma and his role in strengthening the local business community. By establishing Riley’s Brewing Company in Selma, Mr. Riley has contributed to the city’s economic growth while creating a welcoming space that brings people together and supports the local economy.

DISCUSSION: The Fresno County EDC highlights Mr. Riley’s vital role in supporting the Selma community through his entrepreneurial vision and dedication to fostering local connections. Recognizing his contributions reflects the City’s commitment to celebrating leaders who promote prosperity, unity, and growth in Selma. City staff recommends presenting a certificate of recognition to Mr. Riley on behalf of the City of Selma.

Fiscal Impact: There is no direct fiscal impact.

RECOMMENDATION: Direct Staff to issue a certificate of recognition or other form of recognition to Dan Riley to be presented at a community event at Riley’s Brewing Taphouse and Eats on Friday, January 31, 2025.
________/s/________________________ January 17, 2025
Alicia Aguirre Date
Economic Development Manager
___/s/_____________________________ January 17, 2025_______ Fernando Santillan Date
City Manager
January 21, 2025 Council Packet Page 161
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT 85728-
85729
Void WASTED CHECKS
85730 11/27/24 Printed A&M CONSULTING ENGINEERS ENG -2nd ST FROM SR99 TO FRONT, TACTICAL URBANISM, SELMA

BRANCH CANAL PARKWAY
G 28,335.00
85731 11/27/24 Printed AIRGAS USA LLC ECO DEV -CVTC OXYGEN SUPPLIES R 31.20 85732 11/27/24 Printed ALLSTAR FIRE EQUIPMENT FD -HELMET & GLOVES 573.94 85733 11/27/24 Printed MARK ALVES / ALVES ELECTRIC PW - HOOK UP OXYGEN MACH FIRE RESERVE BUILDING 185.00 85734 11/27/24 Printed AT&T ECO DEV -CVTC INTERNET SERVICE 11/6/24-12/5/24 R 137.34 85735 11/27/24 Printed AT&T FIN -INTERNET FOR WEED & SEED 11/11/24-12/10/24 127.69 85736 11/27/24 Printed AT&T FIN -TELEPHONE 10/4-11/3/24 1,725.74 85737 11/27/24 Printed AT&T FIN -TELEPHONE 10/4-11/3/24 116.10 85738 11/27/24 Printed AT&T FIN -TELEPHONE 10/4-11/3/24 111.00 85739 11/27/24 Printed AT&T FIN -TELEPHONE 10/12-11/11/24 60.69 85740 11/27/24 Printed AT&T FIN -TELEPHONE 10/12-11/11/24 97.44 85741 11/27/24 Printed AT&T FIN -TELEPHONE 10/12-11/11/24 200.90 85742 11/27/24 Printed AT&T MOBILITY FIN -TELEPHONE MDT'S 10/1/24-10/31/24 389.67 85743 11/27/24 Printed BENNY BACA / COOL AIR SPECIALTY PW - REPLACE INDUCER MOTOR UP FLOW FURNACE -STA 2 640.00 85744 11/27/24 Printed CALED ADMIN -CALED ASSOCIATION FEE 800.00 85745 11/27/24 Printed ROD CARSEY BLDG -PLAN CHECKS OCTOBER 2024 10,744.74 85746-
85747
11/27/24 Printed CENCAL AUTO & TRUCK PARTS, INC FLEET - AUTO PARTS 642.64 85748 11/27/24 Printed CENTRAL SANITARY SUPPLY, LLC. PW -JANITORIAL SUPPLIES 351.01 85749 11/27/24 Printed CENTRAL VALLEY LOCK & SAFE INC PW - DUPLICATE KEYS/ MASTER PADLOCK 740.94 85750-
85756
11/27/24 Printed CINTAS CORPORATION NO. 2 PW - UNIFORMS/TOWELS/MOPS 8/28-10/30/24 8,173.43 85757 11/27/24 Printed CISCO SYSTEMS CAPITAL CRP FIN - MO LEASE PYMT- PHN SYST/BACKUP STORAGE 1,375.84 85758 11/27/24 Printed COMCAST FIN -T1 CONNECTION FROM PD TO FCSO OCT 2024 737.35 85759 11/27/24 Printed COMCAST FIN -INTERNET SERVICE NOV 2024 821.45 85760 11/27/24 Printed COMCAST FD -INTERNET SERVICE 11/11/24-12/10/24 383.09 85761 11/27/24 Printed COMMUNITY MEDIA ACCESS COMM SERV -SAC VIDEO PRODUCTION 990.00 85762 11/27/24 Printed CONSOLIDATED ELECTRICAL PW- T8LED TUBE LIGHTS BALLAST FOR CITY HALL 349.97 85763 11/27/24 Printed COOK'S COMMUNICATION CORP PD -RADIOS FOR NEW DURANGO'S, FED SIG REPLACEMENT

LIGHT HEAD
671.46
85764 11/27/24 Printed DATAPATH LLC IT -MANAGED SERVICES NOV 2024, FIBER OPTIC MODULE, MICROSOFT 365 PREMIUM NOV 2024, CABLE SERVICES
16,571.35
85765 11/27/24 Printed DAVID KNOTT INCORPORATED PD -DEMOLITION & CLEARING OF 2259 ALTON ST R 18,500.00 85766 11/27/24 Printed DELTA DENTAL OF CALIFORNIA HR -DENTAL CLAIMS 10/25-11/7/24 5,906.70 85767 11/27/24 Printed DEPARTMENT OF JUSTICE PD -FINGERPRINTS OCTOBER 2024 720.00 85768 11/27/24 Void DANIEL DIAZ FD -S359 MED UNIT TRAINING PER DIEM 11/13-11/16/24 (TRAINING

WAS CANCELLED)

0.00 85769 11/27/24 Printed DNC PARKS & RESORTS AT TENAYA ADMIN -BALANCE FOR EXECUTIVE TEAM RETREAT 5,398.51 85770 11/27/24 Printed ELOISE DOMINGUEZ FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 150.00 85771 11/27/24 Printed ENTENMANN-ROVIN CO. FD -HAT PINS FOR CHIEF, BCS & CAPTAINS 1,016.79 85772 11/27/24 Printed FORTNERS AUTO SERV & TOWING FD -UNIT 8560 TOW SERVICE 410.00 85773 11/27/24 Printed JOSEPH FRANKMORE FD -STATE PARAMEDIC RECERTIFICATION REIMBURSEMENT 250.00 85774 11/27/24 Printed FRESNO COUNTY DISTRICT ATTORNEY PD -ANNUAL COST SHARING 7/1/24-6/30/25 6,250.00 85775 11/27/24 Printed FRESNO COUNTY SHERIFF PD -RMS/JMS/CAD ACCESS OCTOBER 2024 599.44 85776 11/27/24 Printed FRESNO M LLC FD -ELECTRICAL SERVICE 1,422.61 85777 11/27/24 Printed FRESNO OXYGEN FD -MEDICAL OXYGEN 484.42 85778 11/27/24 Printed GAR BENNETT LLC PW - 2" GLOBE VALVE- SHAFER PRK 80.79 85779 11/27/24 Printed TERESA GOMEZ FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 676.11 85780 11/27/24 Printed PHILIP C GRIJALVA FD -LOGISTICS CENTER SIGN 235.00 85781 11/27/24 Printed GRISWOLD, LASALLE, COBB, DOWD &
GIN, L.L.P
CITY ATTORNEY -LEGAL FEES OCTOBER 2024 18,811.49
85782 11/27/24 Printed GUGU & ISHER VETERINARY INC /

SELMA PET CLINIC
PD -VETERINARY SERVICES 999.85
85783 11/27/24 Printed HEALTHWISE SERVICES, LLC. FD -BIOHAZARD DISPOSAL SERVICE, 38 GALLON PHARM KIOSK

CONTAINER
323.88
85784 11/27/24 Printed HILMY LLC FIN - TRASH REFUND FOR EMPTY LOT/NO STRUCTURE 393.36 85785 11/27/24 Printed HOME DEPOT ECO DEV -CVTC CONSTRUCTION MATERIAL R 853.59 85786 11/27/24 Printed IMAGETREND INC. FD -EPCR SOFTWARE OCTOBER 2024 455.40 85787 11/27/24 Printed JOHNSON & WOOD CONSTRUCTION PW -PROGRESS PAYMENT #3 SENIOR CENTER R 26,665.60 85788 11/27/24 Printed JOHNSON CONTROLS SECURITY PW - BURGLAR ALARM 3G TO 5 G SR CTR. 618.33 85789 11/27/24 Printed KALMIKOV ENTERPRISES, INC./ FIRE

APPARATUS
FD -ENG 112 LEAK REPAIRS 2,116.59
85790 11/27/24 Printed JEFF KESTLY HR -RETIREE MEDICAL PREMIUM REIMBURSEMENT NOVEMBER 2024
188.07
85791 11/27/24 Printed KINGS INDUSTRIAL OCCUPATION HR -PRE EMPLOYMENT PHYSICALS & DRUG TESTS 1,151.93 85792 11/27/24 Printed KRC SAFETY CO INC PW -PORTABLE MESSAGE BOARD & KRAIL FOR BAND FESTIVAL 2,128.98 85793 11/27/24 Printed L.N. CURTIS & SONS FD -ENG 110 REPAIRS & MAINTENANCE 2,950.12 85794 11/27/24 Printed CLAUDIO LASO COMM SERV -PHOTOGRAPHY FOR COLOR RUN 250.00 85795 11/27/24 Printed LES SCHWAB TIRE CENTERS OF FLEET -VEHICLE/TIRE SERVICE 143.66 85796 11/27/24 Printed LEXISNEXIS COPLOGIC SOLUTIONS PD -ONLINE REPORTING SYSTEM 10/1/24-10/31/24 960.00

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January 21, 2025 Council Packet Page 162
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NUMBER
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DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
85797-
85798
11/27/24 Printed LIFE-ASSIST INC. FD -MEDICAL SUPPLIES 6,749.77 85799 11/27/24 Printed STEPHEN MEADE FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 75.00 85800 11/27/24 Printed MEDLINE INDUSTRIES, INC. FD -MEDICAL SUPPLIES 803.36 85801 11/27/24 Printed LUPE MORENO FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 25.00 85802 11/27/24 Printed MYERS STEVENS & TOOHEY & CO. HR -POLICE EMPLOYEES LIFE INS PREMIUMS NOVEMBER 2024 684.00 85803 11/27/24 Printed ODP BUSINESS SOLUTIONS LLC PD -OFFICE SUPPLIES 172.08 85804 11/27/24 Printed OOSOSHARP, LLC / SHARP

AMBULANCE BILLING
FD -AMBULANCE BILLING OCTOBER 2024 20,093.19
85805 11/27/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 79.51 85806 11/27/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 163.69 85807 11/27/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 308.82 85808 11/27/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 20.51 85809 11/27/24 Printed PIPKIN DETECTIVE AGENCY INC. HR -PRE EMPLOYMENT BACKGROUNDS 1,782.00 85810 11/27/24 Printed PITNEY BOWES BANK INC PD -POSTAGE REFILL 64.34 85811 11/27/24 Printed PRICE PAIGE & COMPANY FIN -PROFESSIONAL SERVICES OCTOBER 2024 12,357.00 85812 11/27/24 Printed QUAD KNOPF, INC. PLANNING -PROFESSIONAL SERVICES 9/29/24-10/26/24 PARTIAL R 2,502.90 85813 11/27/24 Printed QUINN COMPANY PW -COUPLINGS & HYDRAULIC OIL UNIT 1606 246.66 85814 11/27/24 Printed R.J. BERRY JR. INC. PW - PROGRESS PAY#1 CDBG 23-561 SIDEWALK CONNECTIVITY PROJECT PHASE 2
G 196,836.53
85815 11/27/24 Printed ROBERT HALF FINANCE &

ACCOUNTING
HR -SENIOR ACCOUNTANT & BOOKKEEPER 11/8/24 5,022.50
85816 11/27/24 Printed RAFAEL SANCHEZ FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 108.77 85817 11/27/24 Printed STEVE SCHEIDT FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 145.88 85818 11/27/24 Printed SELMA POLICE OFFICERS ASSN. FIN -SPOA VOLUNTARY CONTRIBUTIONS 150.00 85819 11/27/24 Printed SITEONE LANDSCAPE SUPPLY, LLC. PW -IRRIGATION SUPPLIES 1,002.64 85820 11/27/24 Printed SOCIAL VOCATIONAL SERVICES INC /

EMPLOY AMERICA
PW -RESTROOM MAINTENANCE OCTOBER 2024 1,238.40
85821 11/27/24 Printed SPARKLETTS FD -STATION 3 WATER SERVICE 86.92 85822 11/27/24 Printed SPECTRUMVOIP, INC. IT -FCC MANDATED E911 HOSTED PBX DID PACKAGES 62.18 85823 11/27/24 Printed STERICYCLE, INC. PD -STERI SAFE OSHA COMPLIANCE SUBSCRIPTION 10/1-10/31/24 428.22 85824 11/27/24 Printed SUNRUN INSTALLATIONS SERVICES BLDG -REFUND PERMIT BLDG-23-427 109.89 85825 11/27/24 Printed SWANSON-FAHRNEY FORD SALES INC FD -UNIT 8560 THROTTLE REPAIR 674.62 85826 11/27/24 Printed TEC WEST, INC. HR -ADMINISTRATIVE ASSISTANT WEEK ENDING 10/6-11/10/24 4,166.40 85827 11/27/24 Printed THE CRISCOM COMPANY ADMIN -LEGISLATIVE ADVOCACY DECEMBER 2024 4,500.00 85828 11/27/24 Printed THOMAS J O'LAUGHLIN MD INC. FD -MEDICAL DIRECTOR DECEMBER 2024 500.00 85829 11/27/24 Printed RUSSELL & MARIE TYGART / UNIQUELY YOURS
PW - EMBROIDERY PW WINTER JACKETS 607.77
85830 11/27/24 Printed UBEO WEST, LLC. IT -SERVICE CALL FOR HP LASERJET 1,133.67 85831 11/27/24 Printed UNITY IT PD -MANAGED SERVICE 10/1-10/31 5,288.80 85832 11/27/24 Printed VALLEY SHREDDING LLC PD -96 GALLON RECYCLE SHREDDING ON SITE 45.00 85833 11/27/24 Printed VALLEY SOLAR BLDG -REFUND PERMIT SOLR24-167 1,000.69 85834 11/27/24 Printed VERIZON FD -VEHICLE TRACKING OCTOBER 2024 94.75 85835 11/27/24 Printed VINCENT COMMUNICATIONS INC FD -8 EMS RADIO BATTERY REPLACEMENTS 520.68 85836 11/27/24 Printed DANIEL VIVEROS / D&G FENCE PW - BRENTLINGER FENCE REPLACEMENT, REPAIR FENCE AT

DOG PARK
3,425.00
85837 11/27/24 Printed PATRICIA KELLY WHITE FD -AMBULANCE OVERPAYMENT REIMBURSEMENT 125.00 85838 11/27/24 Printed WILLDAN ENGINEERING BLDG -PROFESSIONAL SERVICES THROUGH 10/25/24 9,812.00 85839 12/11/24 Printed 4CREEKS, INC. ENG -PLAN CHECK REVIEWS THROUGH 10/31/24 PARTIAL R 7,633.10 85840 12/11/24 Printed MARK ALVES / ALVES ELECTRIC PW -INSTALLATION OF EXIT SIGN AT SENIOR CENTER,

TROUBLESHOOT BREAKER FOR LIGHTS
470.00
85841 12/11/24 Printed AT&T FIN -TELEPHONE SERVICE NOVEMBER 2024 38.82 85842 12/11/24 Printed AT&T FIN -PD LOGGING RECORDER 11/23/24-12/22/24 474.37 85843 12/11/24 Printed AT&T MOBILITY FIN -TELEPHONE MDT'S 10/12/24-11/11/24 1,781.02 85844 12/11/24 Printed BENNY BACA / COOL AIR SPECIALTY PW -HVAC PREVENTATIVE MAINT. FOR CITY FACILITIES 4,990.00 85845 12/11/24 Printed BANNER PEST CONTROL INC FIN -PEST CONTROL NOVEMBER 2024 496.00 85846 12/11/24 Printed HERNAN CABALLERO COMM SERV -COLOR RUN 5K & NFL FOOTBALL VIDEOS &

PICTURES
270.00
85847 12/11/24 Printed ROD CARSEY BLDG -PLAN CHECKS NOVEMBER 2024 4,696.92 85848-
85849
12/11/24 Printed CENCAL AUTO & TRUCK PARTS, INC FLEET -AUTO PARTS 1,679.57 85850 12/11/24 Printed CENTRAL SANITARY SUPPLY, LLC. PW -JANITORIAL SUPPLIES 692.98 85851 12/11/24 Printed CROWN SERVICES CORPORATION FD -PORT A POTTY FOR TRAINING GROUNDS 157.32 85852 12/11/24 Printed DATAPATH LLC IT -ADOBE PRO 1 USER LICENSE, COS ENTERPRISE OS UPGRADE 1,128.67 85853 12/11/24 Printed FRANK DEANDA FD -BOOTS REIMBURSEMENT 200.00 85854 12/11/24 Printed DELRAY TIRE FD -TIRE REPLACEMENT FOR T111 2,269.57 85855 12/11/24 Printed DELTA DENTAL OF CALIFORNIA HR -DENTAL CLAIMS 11/8-11/21/24 12,039.30 85856 12/11/24 Printed ENTENMANN-ROVIN CO. FD -BATTALION CHIEF BADGES 410.88 85857 12/11/24 Printed FORTNERS AUTO SERV & TOWING FD -AMB 551 TOWING SERVICE 350.00 85858 12/11/24 Printed FRESNO CITY COLLEGE PD -POST SUPERVISOR TRAINING COURSE 10/28-11/8/24 299.00 85859 12/11/24 Printed FRESNO OXYGEN FD -MEDICAL OXYGEN 495.16 85860 12/11/24 Printed ANDRES FAUSTO GARCIA FIN -BUSINESS LIC OVERPAYMENT REIMBURSEMENT 155.00 85861 12/11/24 Printed GIBBS INTERNATIONAL INC FLEET -PARTS FOR UNIT#1315 409.78 January 21, 2025 Council Packet Page 163
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NUMBER
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DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
85862 12/11/24 Printed GUGU & ISHER VETERINARY INC /

SELMA PET CLINIC
PD -VETERINARY SERVICES 2,850.42
85863 12/11/24 Printed JH TACKETT INC. ADMIN -PLAQUE FOR EMPLOYEE OF THE YEAR 165.80 85864 12/11/24 Printed KRC SAFETY CO INC PW -REFLECTIVE CARDBOARD FOR 5K RUN, SANDBAGS 1,046.96 85865 12/11/24 Printed LES SCHWAB TIRE CENTERS OF FLEET -VEHICLE/TIRE SERVICE 2,000.52 85866 12/11/24 Printed LIEBERT, CASSIDY, WHITMORE HR -LEGAL SERVICES OCTOBER 2024 3,378.00 85867 12/11/24 Printed MEDLINE INDUSTRIES, INC. FD -MEDICAL SUPPLIES 970.29 85868 12/11/24 Printed METRO UNIFORM FD -NAME PLATES & BUGLES 227.15 85869 12/11/24 Printed MID VALLEY DISPOSAL LLC FIN -GARBAGE & SWEEPER DISPOSAL OCTOBER 2024 123,505.64 85870 12/11/24 Printed JACOB MORENO COMM SERV -LIVE ENTERTAINMENT FOR GRINCHMAS 1,000.00 85871 12/11/24 Printed NOBILE BROS INC FD -BC TRUCK SLIDERS 2,963.37 85872 12/11/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 38,194.58 85873 12/11/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 321.05 85874 12/11/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 21,733.80 85875 12/11/24 Printed PIPKIN DETECTIVE AGENCY INC. HR -PRE EMPLOYMENT BACKGROUNDS 594.00 85876 12/11/24 Printed PITNEY BOWES BANK INC FIN -POSTAGE REFILL FOR CITY HALL 1,009.75 85877 12/11/24 Printed PITNEY BOWES GLOBAL FINANCIAL FIN -POSTAGE MACHINE LEASE 12/16/24-3/15/25 492.12 85878 12/11/24 Printed QUAD KNOPF, INC. PLANNING -PROFESSIONAL SERVICES 10/13/24-11/9/24 PARTIAL R 2,541.00 85879 12/11/24 Printed QUINN COMPANY PW -FORKLIFT RENTAL 11/18/24-11/25/24 1,524.67 85880 12/11/24 Printed RAVE WIRELESS INC ADMIN -ANNUAL RENEWAL OF MASS NOTIFICATION SYSTEM 4,750.00 85881 12/11/24 Printed ROBERT HALF FINANCE &

ACCOUNTING
HR -SENIOR ACCOUNTANT & BOOKKEEPER WEEK ENDING 11/5-
11/22/24
9,233.00
85882 12/11/24 Printed JUAN RODRIGUEZ COMM SERV -SAC BEETLEJUICE JR VOCAL GUIDE TRACK RENTAL 185.00 85883 12/11/24 Printed RRM DESIGN GROUP COMM SERV -THOMPSON PARK PROJECT OCTOBER 2024 G 2,023.00 85884 12/11/24 Printed RSM US LLP HR -PAYROLL AUDIT 15,960.00 85885 12/11/24 Printed SELMA UNIFIED SCHOOL DISTRICT FLEET -FUEL CHARGES OCTOBER 2024 24,685.15 85886 12/11/24 Printed SOUTH COUNTY VETERINARY PD -VETERINARY SERVICES 47.00 85887 12/11/24 Printed STATE WATER RESOURCES PW -ANNUAL PERMIT FEE 7/1/24-6/30/25 10,920.00 85888 12/11/24 Printed SHANE STONACEK / CALIFORNIA

MERCEDES
FD -AMB 553 FUEL RAIL REPAIR 2,965.51
85889 12/11/24 Printed TARGET SOLUTIONS LEARNING LLC FD -VECTOR SCHEDULING 12/31/24-12/30/25 5,415.40 85890 12/11/24 Printed TEC WEST, INC. HR -ADMINISTRATIVE ASSISTANT WEEK ENDING 11/10-11/17/24 1,488.00 85891 12/11/24 Printed TELEFLEX LLC FD -MEDICAL SUPPLIES 721.36 85892 12/11/24 Printed THE SELMA BARN LLC PW -5 GALLON OIL DRUMS 1,334.23 85893 12/11/24 Printed THE SHERWIN-WILLIAMS CO., INC. PW -PAINT FOR PARKS PARKING LOTS 193.60 85894 12/11/24 Printed THOMAS J O'LAUGHLIN MD INC. FD -MEDICAL DIRECTOR JANUARY 2025 500.00 85895 12/11/24 Printed U.S. BANK CORPORATE PMT SYSTEM FIN -CALCARD CHARGES 10/23/24-11/22/24 PARTIAL R 56,053.99 85896 12/11/24 Printed U.S. BANK EQUIPMENT FINANCE FIN -COPY MACHINE LEASES DECEMBER 2024 2,417.01 85897 12/11/24 Printed VALLEY SHREDDING LLC FIN -SHREDDING SERVICE CH 24.00 85898 12/11/24 Printed VERIZON FD -VEHICLE TRACKING NOVEMBER 2024 94.75 85899 12/11/24 Printed WHITE CAP, L.P. PW -SANDBAGS 1,496.96 85900-
85904
12/11/24 Printed YAMABE & HORN ENGINEERING, INC COMM DEV -ENGINEERING SERVICES OCTOBER 2024 208,162.99 85905 12/25/24 Printed 24-7 PETVETS PD -VETERINARY SERVICES 511.50 85906 12/25/24 Printed A&S PUMP SERVICE PW -TROUBLESHOOT POWER TO PUMP AT DOG PARK 120.00 85907 12/25/24 Printed ACTION TOWING AND DIVE TEAM PD -VEHICLE STORAGE FOR VARIOUS CASES OCTOBER 2024 550.00 85908 12/25/24 Printed AIRDATA UAV, INC. PD -AIR DATA SUBSCRIPTION 12/7/24-12/7/25 1,280.00 85909 12/25/24 Printed ALLSTAR FIRE EQUIPMENT FD -STRUCTURE GLOVES 892.86 85910 12/25/24 Printed MARK ALVES / ALVES ELECTRIC PW -ART CENTER LED FIXTURES 635.00 85911 12/25/24 Printed AMERICAN LEGAL PUBLISHING ADMIN -ANNUAL WEB HOSTING FEE 1/1/25-1/1/26 500.00 85912 12/25/24 Printed AMERICAN PLANNING ASSOC ADMIN -SUBSCRIPTION/MEMBERSHIP 1/1/25-12/31/25 1,018.00 85913 12/25/24 Printed AMERICAN PUBLIC WORKS

ASSOCIATION
PW -MEMBERSHIP FEE 937.80
85914 12/25/24 Printed ASSOCIATED DESIGN & ENGINEERING
INC

PW -SENIOR CENTER REPAIRS STRUCTURAL ENGINEERING NOV
2024
R 262.50
85915 12/25/24 Printed AT&T PD -SEARCH WARRANT PING 24-5259 175.00 85916 12/25/24 Printed AT&T FIN -PD FIRE ALARM 11/20/24-12/19/24 374.30 85917 12/25/24 Printed AT&T FIN -TELEPHONE 11/4-12/3/24 1,750.76 85918 12/25/24 Printed AT&T FIN -TELEPHONE 11/4-12/3/24 116.10 85919 12/25/24 Printed AT&T FIN -TELEPHONE 11/4-12/3/24 111.00 85920 12/25/24 Printed AT&T FIN -TELEPHONE 11/12-12/11/24 63.61 85921 12/25/24 Printed AT&T FIN -TELEPHONE 11/12-12/11/24 102.46 85922 12/25/24 Printed AT&T FIN -TELEPHONE 11/12-12/11/24 200.90 85923 12/25/24 Printed AT&T MOBILITY FIN -TELEPHONE MDT'S 11/1/24-11/30/24 389.27 85924 12/25/24 Printed BENNY BACA / COOL AIR SPECIALTY PW -INSTALL UNIT IN PD SERVER ROOM 4,880.00 85925 12/25/24 Printed MORGAN BLACKBURN REC -MATILDA CO-CHOREOGRAPH 2/24 -4/24/24 200.00 85926 12/25/24 Printed BOYS & GIRLS CLUBS OF FRESNO COMM SERV -YOUTH DEVELOPMENT SERVICES 31,000.00 85927 12/25/24 Printed JAY W. BROCK / TOP DOG TRAINING
CENTER
PD -SERVICE MAINTENANCE TRAINING 12/2/24 90.00
85928 12/25/24 Printed CALIFORNIA COMPUFORMS, INC. PD -SMC 8124 NOTICE OF REMOVAL BOOKS 694.02 85929 12/25/24 Printed CALIFORNIA WATER SERVICE FIN -WATER SERVICE NOVEMBER 2024 19,095.10 January 21, 2025 Council Packet Page 164
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CHECK REGISTER REPORT
85930 12/25/24 Printed CEDAR VETERINARY HOSPITAL, INC PD -VETERINARY SERVICES 1,253.19 85931-
85932
12/25/24 Printed CENCAL AUTO & TRUCK PARTS, INC FLEET -AUTO PARTS 1,531.39 85933 12/25/24 Printed CENTRAL CALIFORNIA SPCA PD -VETERINARY SERVICES 2,236.00 85934 12/25/24 Printed CENTRAL SANITARY SUPPLY, LLC. PW -JANITORIAL SUPPLIES 817.44 85935 12/25/24 Printed CENTRAL VALLEY FIRE CHIEFS FD -2025 MEMBERSHIP DUES 50.00 85936 12/25/24 Printed BEVERLY CHO COMM SERV -SENIOR THANKSGIVING LUNCH REIMBURSEMENT 1,972.54 85937-
85939
12/25/24 Printed CINTAS CORPORATION NO. 2 PW -UNIFORMS/TOWELS/MOPS 11/6-11/27/24 4,337.00 85940 12/25/24 Printed COLUMN SOFTWARE PBC PLANNING -PH NOTICE CUP PLAN AND VARIANCE PLAN 189.78 85941 12/25/24 Printed COMCAST FIN -T1 CONNECTION FROM PD TO FCSO NOVEMBER 2024 737.35 85942 12/25/24 Printed COMCAST FIN -INTERNET SERVICE DEC 2024 821.45 85943 12/25/24 Printed COMCAST FD -INTERNET SERVICE 12/11/24-1/10/25 392.74 85944 12/25/24 Printed CONSOLIDATED ELECTRICAL PW -ELECTRICAL SUPPLIES 2,852.04 85945 12/25/24 Printed CORELOGIC SOLUTIONS LLC FIN -REALQUEST MONTHLY SERVICE NOVEMBER 2024 481.25 85946 12/25/24 Printed CSJVRMA HR -2024/2025 3RD QUARTER DEPOSIT 12/5/24-7/1/25 471,618.00 85947 12/25/24 Printed CUMMINS INC. FD -ENG 111 REPAIRS 1,434.46 85948 12/25/24 Printed DATA TICKET, INC. PD -MONTHLY PARKING CITATIONS OCTOBER 2024 200.00 85949 12/25/24 Printed DATAPATH LLC IT -STRUCTURED CABLING, MICROSOFT 365 PREMIUM, MANAGED SERVICES DEC 2024
17,322.52
85950 12/25/24 Printed DELTA DENTAL OF CALIFORNIA HR -DENTAL CLAIMS 11/22/24-12/5/24 8,792.50 85951 12/25/24 Printed DEPARTMENT OF JUSTICE HR -PRE EMPLOYMENT FINGERPRINT NOVEMBER 2024 641.00 85952 12/25/24 Printed MATTEO DESANTIS FD -RENT 231 ROSE JAN 2025 2,478.11 85953 12/25/24 Printed STEVE DOMINGUEZ FIN -BUSINESS LICENSE OVERPAYMENT REIMBURSEMENT 40.00 85954 12/25/24 Printed FORTNERS AUTO SERV & TOWING FD -AMB 551 TOW SERVICE 294.00 85955 12/25/24 Printed JOSEPH FRANKMORE FD -BOOTS REIMBURSEMENT 264.56 85956 12/25/24 Printed FRESNO COUNTY EDC ADMIN -Q2 OCT-DEC 2024 1,387.73 85957 12/25/24 Printed FRESNO COUNTY SHERIFF PD -RMS/JMS/CAD ACCESS NOVEMBER 2024 486.00 85958 12/25/24 Printed FRESNO ECONOMIC OPPORTUNITIES COMM SERV -SENIOR MEALS NOVEMBER 2024 3,081.20 85959 12/25/24 Printed FRESNO OXYGEN FD -MEDICAL OXYGEN 116.04 85960 12/25/24 Printed GCS ENVIRONMENTAL EQUIPMENT FLEET -SEPARATOR ASSEMBLY UNIT#1315 5,470.19 85961 12/25/24 Printed GRENZ TPA INSURANCE ADMIN /

AMERICAN RIVER BENEFIT
HR -FIRE EMPLOYEE LIFE INS PREMIUMS DECEMBER 2024 646.98 85962 12/25/24 Printed GRISWOLD, LASALLE, COBB, DOWD CITY ATTORNEY -LEGAL FEES NOVEMBER 2024 18,000.91 85963 12/25/24 Printed GUGU & ISHER VETERINARY INC /

SELMA PET CLINIC
PD -VETERINARY SERVICES 1,391.40
85964 12/25/24 Printed HEALTHWISE SERVICES, LLC. PD -38 GALLON PHARM KIOSK CONTAINER 177.18 85965 12/25/24 Printed HINDERLITER DE LLAMAS &

ASSOCIATES
FIN -SALES TAX OCT-DEC 2024 1,201.10
85966 12/25/24 Printed HOWMEDICA OSTEONICS CORP. /

STRYKER SALES
FD -CARDIAC MONITOR & SUPPLIES 47,039.82
85967 12/25/24 Void IRG MASTER HOLDINGS, LLC ECO DEV -CVTC UTILITIES (PAID VIA WIRE) 0.00 85968 12/25/24 Printed JORGENSEN & COMPANY PW -SAFETY GLASSES & GOGGLES 88.00 85969 12/25/24 Printed JEFF KESTLY HR -RETIREE MEDICAL PREMIUM REIMBURSEMENT 188.07 85970 12/25/24 Printed KIMBALL MIDWEST / MIDWEST MOTOR
SUPPLY
PW -FIREPROOF CONTAINER FOR 2 CYCLE FUEL 2,011.19
85971 12/25/24 Printed KINGS INDUSTRIAL OCCUPATION HR -PRE EMPLOYMENT PHYSICALS & DRUG TESTS 1,803.52 85972 12/25/24 Printed KOEFRAN INDUSTRIES, INC. PD -ANIMAL DISPOSAL FOR ANIMAL SHELTER 250.00 85973 12/25/24 Printed KRC SAFETY CO INC PW -REFLECTIVE STOP SIGN, MANHOLE HOOK, TROWELS 536.84 85974 12/25/24 Printed LABOR FIRST, LLC HR -RETIREE POST 65 PREMIUMS DEC 2024 & JAN 2025 10,453.80 85975 12/25/24 Printed TIM J LAW / LAW & ASSOCIATES HR -RETIREE POST 65 PREMIUMS DECEMBER 2024 800.00 85976 12/25/24 Printed LEADERSHIP ASSOCIATES, LLC ADMIN -PUBLIC SAFETY BACKGROUNDS 2,250.00 85977 12/25/24 Printed LES SCHWAB TIRE CENTERS OF FLEET -VEHICLE/TIRE SERVICE 3,184.18 85978 12/25/24 Printed LEXISNEXIS COPLOGIC SOLUTIONS PD -ONLINE REPORTING SYSTEM 11/1/24-11/30/24 960.00 85979 12/25/24 Printed LINGUISTICA INTERPRETING & TRA PW -INTERPRETING SERVICES FOR TOWN HALL MEETING 11/20/24
2,104.72
85980 12/25/24 Printed MAVERICK DATA SYSTEMS PD -WARRANT BUILDER PRO ANNUAL LICENSE 3,350.00 85981 12/25/24 Printed MEDLINE INDUSTRIES, INC. FD -MEDICAL SUPPLIES 770.08 85982 12/25/24 Printed MYERS STEVENS & TOOHEY & CO. HR -POLICE EMPLOYEES LIFE INS DECEMBER 2024 665.00 85983-
85984
12/25/24 Printed ODP BUSINESS SOLUTIONS LLC ADMIN -OFFICE SUPPLIES 818.23 85985 12/25/24 Printed OOSOSHARP, LLC / SHARP

AMBULANCE BILLING
FD -AMBULANCE BILLING NOVEMBER 2024 16,349.48
85986 12/25/24 Printed PG&E FIN -UTILITIES DECEMBER 2024 84.47 85987 12/25/24 Printed PG&E FIN -UTILITIES DECEMBER 2024 179.01 85988 12/25/24 Printed PG&E FIN -UTILITIES NOVEMBER 2024 5,581.46 85989 12/25/24 Printed PIPKIN DETECTIVE AGENCY INC. HR -PRE EMPLOYMENT BACKGROUND 297.00 85990 12/25/24 Printed PITNEY BOWES GLOBAL FINANCIAL FIN -POSTAGE MACHINE LEASE 12/16/24-3/15/25 276.53 85991 12/25/24 Printed PITNEY BOWES INC. ADMIN -POSTAGE MACHINE SUPPLIES 206.54 85992 12/25/24 Printed PRICE PAIGE & COMPANY FIN -PROFESSIONAL SERVICES NOVEMBER 2024 15,649.00 85993 12/25/24 Printed QUINN COMPANY PW -BOOM TRUCK RENTAL 859.28 85994 12/25/24 Printed ROBERT HALF FINANCE & ACCOUNTING HR -SENIOR ACCOUNTANT & BOOKKEEPER WEEK ENDING 11/29- 12/6/24
7,822.50
85995 12/25/24 Printed ALBERT RODRIGUEZ
January

FD -BOOTS REIMBURSEMENT
21, 2025 Council Packet Page 165
200.00
CHECK
NUMBER
CHECK

DATE STATUS VENDOR NAME CHECK DESCRIPTION CATEGORY AMOUNT

CHECK REGISTER REPORT
85996 12/25/24 Printed SAN JOAQUIN VALLEY AIR FLEET -25/26 ANNUAL PERMIT CITY HALL GENERATOR 577.00 85997 12/25/24 Printed SANTA MARIA CALIFORNIA NEWS PLANNING -GENERAL PLAN EIR ADDENDUM 291.75 85998 12/25/24 Printed SCHACHTEL CORP./ CTP SOLUTIONS HR -PAYROLL CHECKS 231.74 85999 12/25/24 Printed SIERRA CONSTRUCTION & EXCAVATION PW -PROGRESS PAY#7 STORM DRAIN IMPROVEMENT G 124,554.50 86000 12/25/24 Printed SITEONE LANDSCAPE SUPPLY, LLC. PW -IRRIGATION SUPPLIES 400.74 86001 12/25/24 Printed SOCIAL VOCATIONAL SERVICES INC /

EMPLOY AMERICA
PW -RESTROOM MAINTENANCE NOVEMBER 2024 1,238.40
86002 12/25/24 Printed SOUTH COUNTY VETERINARY PD -VETERINARY SERVICES 47.00 86003 12/25/24 Printed SPARKLETTS FD -STATION 3 WATER SERVICE 68.92 86004 12/25/24 Printed STERICYCLE, INC. PD -STERI SAFE OSHA COMPLIANCE SUBSCRIPTION 214.11 86005 12/25/24 Printed STRATEGIC MECHANICAL PW -TROUBLESHOOT TOUCH MANAGEMENT SYSTEM 3,500.00 86006 12/25/24 Printed SUN LIFE HR -MONTHLY PREMIUM DEC 2024 2,472.90 86007 12/25/24 Printed SUN LIFE HR -MONTHLY PREMIUM JAN 2025 2,438.40 86008 12/25/24 Printed SURVEILLANCE INTEGRATION INC. PD -FULL SERVICE PROTECTION PLANS 12/1/24-3/1/25 16,150.00 86009 12/25/24 Printed THE CRISCOM COMPANY ADMIN -LEGISLATIVE ADVOCACY JANUARY 2025 4,500.00 86010 12/25/24 Printed THE MOWER'S EDGE INC. FLEET -2 CYCLE FUEL 2,564.82 86011 12/25/24 Printed TRACE ANALYTICS, LLC. FD -SCBA AIR SAMPLING KIT 672.94 86012 12/25/24 Printed RUSSELL & MARIE TYGART / UNIQUELY YOURS
COMM SERV -CHAMPIONSHIP SHIRTS 313.13
86013 12/25/24 Printed VERIZON WIRELESS FIN -CELL PHONES & AIRCARDS 10/19/24-11/18/24 3,176.45 86014 12/25/24 Printed VINCENT COMMUNICATIONS INC FD -RADIO REPAIRS 989.41 86015 12/25/24 Printed DANIEL VIVEROS / D&G FENCE PW -REPAIR FENCE VALLEY VIEW PONDING BASIN 1,200.00 86016 12/25/24 Printed WILLDAN ENGINEERING ENG -DIF UPDATE 10/26-12/2/24 30,990.00 86017 12/25/24 Printed ZOLL DATA SYSTEMS INC FD -FIRE RMS USER FEE 1/1/25-12/31/25 749.55 TOTAL 1,995,524.58
Grant: G PD State Appropriation: PDSA (457) Reimbursement: R 11/27/24 IRG MASTER ECO DEV -CVTC DEC 2024 LEASE R 12,350.42 11/27/24 IRG MASTER ECO DEV -CVTC UTILITIES 8/23-10/22/24 R 3,100.57 11/27/24 NAVITAS CREDIT CORP IT -PHONE SYSTEM DECEMBER 2024 2,162.67 12/11/24 US BANK FIN -2017 GENERAL OBLIGATION BOND 990.00 12/11/24 US BANK FIN -2022 PENSION OBLIGATION BOND 2,750.00 12/11/24 US BANK FIN -REDEVELOPMENT SERIES 2010 A BOND 2,585.00

WIRE/EFT
January 21, 2025 Council Packet Page 166

EMPLOYEE NAME TRANSACTION DATE VENDOR NAME DESCRIPTION OF PURCHASE ACCOUNT NUMBER AMOUNT ALEJANDRO ALVAREZ 10/25/2024 BEST AUTO GLASS WINDOW TINT FOR ACT/GENERAL DETECTIVE VEHICLE 100-2100-600.250.000 683.37 ALEJANDRO ALVAREZ 11/07/2024 BEST AUTO GLASS WINDOW TINT ON UNMARKED VEHICLE 100-2200-600.250.000 341.69 ALEJANDRO ALVAREZ 11/19/2024 CPOA CPOA MEETING 100-2200-610.900.000 324.00 ALEJANDRO ALVAREZ 11/20/2024 AMAZON KEY BOX ORGANIZER 100-2200-600.250.000 216.94 ANDREW GUZMAN 10/10/2024 AMERICAN RED CROSS TRAINING NEW OFFICER 100-2200-610.915.000 20.00 ANDREW GUZMAN 11/09/2024 SAFARILAND CO (7) PEPPER SPRAY HOLSTERS 100-2200-600.250.000 341.70 ANDREW GUZMAN 11/13/2024 GALL'S FINGERPRINT KITS 100-2200-600.250.000 599.51 ANDREW GUZMAN 11/14/2024 ALCOPRO BREATHALYZER MOUTH PIECES 100-2200-600.250.000 54.77 ANDREW GUZMAN 11/15/2024 TRAFFIC SAFETY STORE ROAD FLARES 100-2200-600.250.000 501.29 ANDREW GUZMAN 11/15/2024 THE HOME DEPOT TOTES FOR CODE ENFORCEMENT 100-2200-600.250.000 390.31 ANTHONY RIVAS 11/14/2024 SAN JOAQUIN VALLEY CHAPTER ICC MEMBERSHIP RENEWAL 100-2550-610.900.000 150.00 CALEB GARCIA 10/24/2024 WAL-MART INVESTIGATIONS EQUIPMENT 100-2100-600.250.000 18.24 CALEB GARCIA 11/06/2024 STARBUCKS COFFEE FOR MULTI AGENCY WARRANT 100-2100-600.250.000 44.00 CALEB GARCIA 11/06/2024 ANN'S DONUTS DONUTS FOR MULTI AGENCY WARRANT 100-2100-600.250.000 36.00 CALEB GARCIA 11/06/2024 CENTRAL VALLEY CRIME ANALYST MEMBERSHIP 100-2100-610.915.000 50.00 CALEB GARCIA 11/20/2024 WAL-MART BEVERAGES FOR MULTI AGENCY WARRANT 100-2100-600.250.000 19.51 CALEB GARCIA 11/21/2024 ANN'S DONUTS DONUTS FOR MULTI AGENCY WARRANT 100-2100-600.250.000 27.00 CITY OF SELMA FIRE QTR. MST 10/29/2024 NIGHT26TRAIN BC'S FIRE CHIEF LEATHER SHIELDS 100-2500-600.300.000 270.26 CITY OF SELMA FIRE QTR. MST 10/29/2024 NIGHT26TRAIN BC'S FIRE CHIEF LEATHER SHIELDS 295-2525-700.200.000 270.27 CITY OF SELMA FIRE QTR. MST 11/04/2024 AMAZON BC TRUCK MOUNTS 295-2525-700.200.000 104.10 CITY OF SELMA FIRE QTR. MST 11/06/2024 WAL-MART BC HIRING PROCESS-BREAKFAST 100-2525-600.400.000 12.64 CITY OF SELMA FIRE QTR. MST 11/11/2024 ZORO TOOLS, INC. TURNOUT BOOTS-PPE 295-2525-700.200.000 442.57 CITY OF SELMA FIRE QTR. MST 11/13/2024 AMAZON HDMI CORD TRAINING ROOM 704-9600-600.400.000 43.38 CITY OF SELMA FIRE QTR. MST 11/19/2024 AMAZON BC 112 IPAD MOUNT 295-2525-700.200.000 215.87 CITY OF SELMA FIRE QTR. MST 11/19/2024 AMAZON BC IPAD CASE 295-2525-700.200.000 35.79 CITY OF SELMA STATION 1 11/06/2024 THE HOME DEPOT T111 10 HR CHECK 100-2525-600.250.000 49.81 CITY OF SELMA STATION 1 11/14/2024 WAL-MART ST 1 CLEANING SUPPLIES 100-2525-600.250.000 183.97 CITY OF SELMA STATION 1 11/14/2024 WAL-MART ST 1 STATION DRINKS 100-2525-600.250.000 95.04 CITY OF SELMA STATION 1 11/17/2024 THE HOME DEPOT SCREW KIT FOR E110, E111, T111 295-2525-700.200.000 42.24 CITY OF SELMA TRAINING DIV 11/13/2024 WAL-MART BC TRUCK SUPPLIES 295-2525-700.200.000 17.55 CITY OF SELMA TRAINING DIV 11/21/2024 THE BEAR'S DEN CAPTAINS HIRING PROCESS 100-2525-600.250.000 57.93 CYNTHIA GOMEZ 11/13/2024 FOWLER FLORAL & GIFT SHOP FLOWERS FOR PARLIER POLICE DEPARTMENT 100-2100-600.400.000 119.87 CYNTHIA GOMEZ 11/13/2024 PSCA PUBLIC SAFETY DISPATCHER TRAINING 100-2100-610.915.000 160.00 CYNTHIA GOMEZ 11/17/2024 SAM'S CLUB SAM'S CLUB RENEWAL 800-0000-220.000.000 119.19 DANIEL DIAZ 10/23/2024 THE HOME DEPOT NARC CABINETS 600-2600-600.250.000 355.10 DANIEL DIAZ 10/26/2024 THE HABIT LUNCH HIRING PROCESS 600-2600-600.400.000 61.20 DANIEL DIAZ 11/18/2024 NELSON'S ACE HARDWARE LOCK FOR NARC BOX 600-2600-600.250.000 10.72 EMS DIVISION 552 11/13/2024 AUTOZONE HEADLIGHT-AMB 552 UNIT 8562 701-9200-600.256.000 23.85 FERNANDO MORAN 10/24/2024 THE HOME DEPOT TOOLS - STREETS 210-5400-600.305.000 291.00 FERNANDO MORAN 10/25/2024 THE HOME DEPOT CABLE TIES - PARKS 100-5300-600.250.000 21.85 FERNANDO MORAN 10/25/2024 THE HOME DEPOT CARBON FIBER STAPLER- PARKS TOOLS 100-5300-600.305.000 67.60 FERNANDO MORAN 10/25/2024 MIRROR FINISH POLISHES SOAP 701-9200-600-250.000 35.80 FERNANDO MORAN 10/30/2024 THE HOME DEPOT SANDBAGS-STREETS 210-5400-600.250.000 14.97 FERNANDO MORAN 11/01/2024 NELSON'S ACE HARDWARE REPAIR SUPPLIES - PARKS 100-5300-600.360.000 230.96 FERNANDO MORAN 11/02/2024 THE HOME DEPOT GLOVES - PARKS 100-5300-600.250.000 17.10 FERNANDO MORAN 11/04/2024 THE HOME DEPOT GLOVES, NIFTY NABBERS-PARKS 100-5300-600.250.000 76.79 FERNANDO MORAN 11/12/2024 THE HOME DEPOT EXTENSION CORDS, POWER BLOCK-PARKS 100-5300-600.305.000 81.29 US BANK INVOICE FOR CALCARD CHARGES: 10/23/2024 - 11/22/2024

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Selma City CouncilJanuary 21, 2025

Selma City Council
January 21, 2025