Agenda packet — Shafter City Council, April 21, 2026 (part 2 of 2)

TRACT NO. 7318 PHASE 4 FINAL MAP APPROVAL
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administrative activity that will not result in direct or indirect physical changes to the environment that have not already been previously analyzed and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
Not Applicable

ATTACHMENTS

1. Vicinity Map

2. Final Map 7318 Phase 4

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WATTENBARGER WAY

ENNS RD

GIBSON LN VERA CRUZ WAY

ELLIE CT

CAMPANELLA CT

MOLLY CT

MESA VERDE AVE

ARROYO SECO AVE

MANTLE DR

LOEWEN ST

SINATRA WAY

RYAN DR

SAMMY WAY

RYAN DR

LAWFORD ST

DIMAGGIO DR

N REIKER ST

EMILY WAY

METTLER AVE

MCCRUMB LN

FLYNN AVE

PRINCE LN

CENTRAL VALLEY HWY

KLASSEN DR

MAYS DR
7318
Exhibit 1: Vicinity Map
Parcels
Tract Boundary
Shafter City Limits
3/17/2026, 11:00:00 AM
0 0.03 0.06 0.12 mi
0 0.05 0.1 0.2 km
1:4,514
City of Shafter
City of Shafter | Source: U.S. Census Bureau | County of Kern Planning Department, Bakersfield, California. | Kern County Assessor's Office, Mapping Section.

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EXHIBIT #2

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CONSENT CALENDAR

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: April 21, 2026
DEPARTMENT: Ravi Pudipeddi, City Engineer
SUBJECT: TRACT 7318 PHASE 4 AGREEMENT FOR THE COMPLETION OF

PUBLIC IMPROVEMENTS WITH KC BUILDERS, LLC APPROVAL

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines; approve an agreement for the completion of Public Improvements with KC Builders, LLC for Tract 7318-Phase 4 subject to review and approval by the City Attorney and City Engineer; and authorize the City Manager to execute said agreement.

BACKGROUND
Underground utilities are being constructed within portions of Tract 7318-Phase 4, located on Tulare Avenue west of Central Valley Highway. The developer, KC Builders LLC, desires to file and record the tract map before completing all public improvements conditioned by the City (street, sewer, water, utilities, landscaping, etc.).

Accommodating this request requires an agreement with the City to ensure the improvements are eventually constructed.

FISCAL IMPACT
Costs to prepare and facilitate the subdivision improvement agreement are funded by existing operational budgets and fees collected to review and approve the development. No budget action is required.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines because the action is approval of an agreement for the completion of public improvements for a tract that has already been environmentally cleared and therefore, it is organizational and administrative activity that will not result in direct or indirect physical changes to the environment and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
No

ATTACHMENTS

1. Tr 7318 Substantial Conf_Approved 2025-10-07

2. Tract 7318 PH 4 - Subdivision Improvement Agreement

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TRACT 7318 PHASE 4 AGREEMENT FOR THE COMPLETION OF PUBLIC IMPROVEMENTS WITH

KC BUILDERS, LLC APPROVAL
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KC BUILDERS COLLABORATIVE, LLC TENTATIVE TRACT NO. 7318 SUBSTANTIAL CONFORMANCE CITY OF SHAFTER, STATE OF CALIFORN 10/7/2025

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17236.00012\30429610.1

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF SHAFTER
336 Pacific Avenue
Shafter, California 93263
ATTN: City Engineer

SPACE ABOVE THIS LINE FOR RECORDER’S USE
Exempt from recording fee, per Government Code
Section 6103

CITY OF SHAFTER
By:

City Clerk

AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS
TRACT 7318 PHASE 4
Between

CITY OF SHAFTER, A CALIFORNIA MUNICIPAL CORPORATION
and

KC BUILDERS COLLABORATIVE LLC

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AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS
TRACT 7318 PHASE 4
I. PARTIES AND DATE.

This Agreement for the Completion of Public Improvements (“Agreement”) is entered into as of this ________ day of ________________________, ___________ by and between the City of Shafter, a California municipal corporation and charter city (“City”) and KC BUILDERS COLLABORATIVE LLC with its principal office located at 9700 STOCKDALE HIGHWAY, SUITE 329, BAKERSFIELD, CA 93311 (“Developer”). City and Developer are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
II. RECITALS.

A. On AUGUST 16, 2016, Millennium Homes LLC submitted to City an application for approval of a tentative map for real property located within City, a legal description of which is attached hereto as Exhibit “A” (“Property”). The tentative map was prepared on behalf of Millennium Homes LLC by DEWALT CORPORATION, and is identified in City records as TRACT 7318 PHASE 4.

B. The application for a tentative map for TRACT 7318 PHASE 4 submitted by Millennium Homes LLC was deemed complete on MAY 17, 2017. On JULY 18, 2017, the SHAFTER CITY COUNCIL conditionally approved Developer’s application for a tentative map for TRACT 7318 PHASE 4. On OCTOBER 7, 2025, revisions to said tentative map for TRACT 7318 PHASE 4 were determined to be in substantial conformance with the original map.

Millennium Homes LLC installed the following improvements for TRACT 7318 PHASE 1: public sewer system including services, public water system including services, street curb & gutter (collectively the “MH Improvements”). Said improvements were deemed acceptable by City of Shafter Public Works and Engineering.

Subsequently, KC BUILDERS COLLABORATIVE (“Developer”) assumed ownership and responsibility for the development of TRACT 7318 and all public improvements required by the development, including those improvements constructed by the previous owner, Millennium Homes LLC (Assignment of “Tentative Tract No. 7318 Amendment No 1. to Amended and Restated Development Agreement No. 18-16” recorded March 15, 2021 in Document No. 221047937, Kern County Official Records.

C. Developer has not completed all of the work or made all of the public improvements required by the Shafter Municipal Code (Title 16—Subdivisions), the Subdivision Map Act (Government Code sections 66410 et seq.) (“Map Act”), the conditions of approval for TRACT 7318 PHASE 4, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

D. Pursuant to Title 16 of the Shafter Municipal Code and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public improvements and the furnishing of the security therefor, acceptable to the City Engineer, for TRACT 7318 PHASE 4.

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E. Developer’s execution of this Agreement and the provision of the security are made in consideration of City’s approval of the final map for TRACT 7318 PHASE 4.

III. TERMS.

3.1 Effectiveness. This Agreement shall not be effective unless and until all four of the following conditions are satisfied: (a) Developer provides City with security of the type and in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder’s Office of the County of Kern; (c) the City Council of the City (“City Council”) approves the final map for TRACT 7318 PHASE 4 and (d) Developer records the final map for TRACT 7318 PHASE 4 in the Recorder’s Office of the County of Kern. If the above described conditions are not satisfied, this Agreement shall automatically terminate without need of further action by either City or Developer, and Developer may not thereafter record the final map for TRACT 7318 PHASE 4.

3.2 Public Improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of TRACT 7318 PHASE 4, including, but not limited to, all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, water mains and services, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities as shown in detail on the plans, profiles, and specifications which have been prepared by or on behalf of Developer for TRACT 7318 PHASE 4 (“Public Improvements”). The Public Improvements are more specifically described in Exhibit “B,” which is attached hereto and incorporated herein by this reference. Construction of the Public Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. The Developer shall be responsible for the replacement, relocation, or removal of any component of any irrigation water system in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such water system. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements.

3.2.1 Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to this Agreement, Developer agrees to complete and maintain such Public Improvements or assure their completion in accordance with this Agreement. This requirement applies to the “MH Improvements” required by the development and constructed by previous owners or developers.

3.2.2 Permits; Notices; Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer’s obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. Prior to commencing any work, Developer shall file a written statement with the City Clerk and the City Engineer, signed by Developer and each utility which will provide utility service to the Property, attesting that Developer has made all deposits legally required by the utility for the extension and provision of utility service to the Property.

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3.2.3 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement.

3.2.4 Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced.

3.2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement.

3.2.6 Alterations to Improvements. The Public Improvements in Exhibit “B” are understood to be only a general designation of the work and improvements to be done, and not a binding description thereof. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Developer’s surety for this Agreement.

3.3 Maintenance of Public Improvements and Landscaping. City shall not be responsible or liable for the maintenance or care of the Public Improvements until City approves and accepts them. City shall exercise no control over the Public Improvements until accepted. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City’s acceptance of the Public Improvements. Developer shall maintain all the Public Improvements in a state of good repair until they are completed by Developer and approved and accepted by City, and until the security for the performance of this Agreement is released. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, sewers, and storm drains; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be Developer’s responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this section, City may do all work

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necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety under this Agreement. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance.

3.4 Construction Schedule. Unless extended pursuant to this Section 4.1 of this Agreement, Developer shall fully and adequately complete or have completed the Public Improvements within one (1) year of the effective date of this Agreement.

3.4.1 Extensions. City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public Improvements. It is understood that by providing the security required under Section 13.0 et seq. of this Agreement, Developer and its surety consent in advance to any extension of time as may be given by City to Developer, and waives any and all right to notice of such extension(s). Developer’s acceptance of an extension of time granted by City shall constitute a waiver by Developer and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates established by City, and the sufficiency of the improvement security provided by Developer, and to require adjustments thereto when warranted according to City’s reasonable discretion.

3.4.2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Developer has provided the City Engineer with written notice of Developer’s intent to abandon or otherwise not complete required or agreed upon Public Improvements.

3.5 Grading. Developer agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of TRACT 7318 PHASE 4 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements, including City’s grading regulations. In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements established by this Agreement, and prior to City’s approval and acceptance of the Public Improvements and release of the Security as set forth in Section 13.0 et seq. of this Agreement.

3.6 Utilities. Developer shall provide utility services, including water, power, gas, and telephone service to serve each parcel, lot, or unit of land within TRACT 7318 PHASE 4 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Developer shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City’s jurisdictional limits. All utilities shall be installed underground.

3.7 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to TRACT 7318 PHASE 4.

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3.8 City Inspection of Public Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur.

IV. DEFAULT; NOTICE; REMEDIES.

4.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation (“Notice”). Developer shall substantially commence the work required to remedy the default or violation within ten (10) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City’s issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 10.0 of this Agreement.

4.2 Failure to Remedy; City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation.

All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. City’s right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City’s demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City.

Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Developer or its surety the full cost and expense incurred.

4.3 Other Remedies. No action by City pursuant to Section 9.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance.

4.4 Administrative Costs. If Developer fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorney’s fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law.

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4.5 Acceptance of Improvements; As-Built or Record Drawings. If the Public Improvements are properly completed by Developer and approved by the City Engineer, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, the City Council shall be authorized to accept the Public Improvements. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Developer’s obligation to complete the remainder of the Public Improvements within the time required by this Agreement. Upon the total or partial acceptance of the Public Improvements by City, Developer shall file with the Recorder’s Office of the County of Kern a notice of completion for the accepted Public Improvements in accordance with California Civil Code section 3093, at which time the accepted Public Improvements shall become the sole and exclusive property of City without payment therefor. If TRACT 7318 PHASE 4 was approved and recorded as a single phase map, City shall not accept any one or more of the improvements until all of the Public Improvements are completed by Developer and approved by City. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City’s acceptance or approval of any Public Improvements. Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Developer provides one (1) set of “as-built” or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

4.6 Warranty and Guarantee. Developer hereby warrants and guarantees all Public Improvements (including MH Improvements) against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of all landscaping within the Property in a vigorous and thriving condition reasonably acceptable to City, for a period of one (1) year following completion of the work and acceptance by City (“Warranty”). During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City, and to the approval of the City Engineer. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of Developer and its surety. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following City’s acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any Public Improvement following expiration of the Warranty or any extension thereof. Developer’s warranty obligation under this section shall survive the expiration or termination of this Agreement.

4.7 Security; Surety Bonds. Prior to execution of this Agreement, Developer shall provide City with surety bonds in the amounts and under the terms set forth below (“Security”). The amount of the Security shall be based on the City Engineer’s approximation of the actual cost to construct the Public Improvements, including the replacement cost for all landscaping (“Estimated Costs”). If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer shall adjust the Security in the amount requested by City. Developer’s compliance with this provision (Section 13.0 et seq.) shall in no way limit or modify Developer’s indemnification obligation provided in Section 16.0 of this Agreement.

4.7.1 Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 8.0 et seq. of this Agreement, and to secure Developer’s one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition,

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Developer shall provide City a faithful performance bond in the amount of ONE MILLION SEVEN HUNDRED FOURTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,714,500******) which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement or condition of approval for TRACT 7318 PHASE 4, and the total remaining security is not less than twenty-five percent (25%) of the Estimated Costs.

All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 12 of this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for TRACT 7318 PHASE 4.

4.7.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer shall provide City a labor and materials bond in the amount of ONE MILLION SEVEN HUNDRED FOURTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,714,500******) which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section may be released by written authorization of the City Engineer after six (6) months from the date City accepts the final Public Improvements. The amount of such security shall be reduced by the total of all stop notice or mechanic’s lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City’s anticipated administrative and legal expenses arising out of such claims.

4.7.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best’s rating of no less than A-:VII, shall be licensed to do business in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, the Developer or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorney’s fees and costs, incurred by City in enforcing the obligations of this Agreement.

The Developer and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security.

4.7.4 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit “C,” unless other forms are deemed acceptable by the City Engineer, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Exhibit “C” and incorporated herein by this reference.

4.8 Monument Security. Prior to City’s execution of this Agreement, to guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot corners, and street centerline monuments for TRACT 7318 PHASE 4 in compliance with the applicable provisions of City’s Municipal and/or Development Code (“Subdivision Monuments”), Developer shall deposit cash with City in the amount of ELEVEN THOUSAND DOLLARS AND NO CENTS ($11,000******) which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said cash deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Developer is not in default of any provision of this Agreement or condition of approval for TRACT 7318 PHASE 4.

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4.9 Lien. To secure the timely performance of Developer’s obligations under this Agreement, including those obligations for which security has been provided pursuant to Sections 13 et seq. and 14 of this Agreement, Developer hereby creates in favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Developer’s default on those obligations for which security has been provided pursuant to Sections 13 et seq. and 14 of this Agreement, City shall first attempt to collect against such security prior to exercising its rights as a contract lienholder under this section.

4.10 Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, and agents from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury, to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely and exclusively by the negligence or willful misconduct of Agency as determined by a court or administrative body of competent jurisdiction. Developer’s obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents.

4.11 Public Works Determination. Developer has been alerted to the requirements of California Labor Code section 1770 et seq., including, without limitation S.B. 975, which require the payment of prevailing wage rates and the performance of other requirements if it is determined that this Agreement constitutes a public works contract. It shall be the sole responsibility of Developer to determine whether to pay prevailing wages for any or all work required by this Agreement. As a material part of this Agreement, Developer agrees to assume all risk of liability arising from any decision not to pay prevailing wages for work required by this Agreement.

V. INSURANCE.

5.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below (“Required Insurance”). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit.

5.1.1 General Liability. Developer and its contractors shall procure and maintain occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage.

5.1.2 Business Automobile Liability. Developer and its contractors shall procure and maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for the ownership, operation,

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maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

5.1.3 Workers’ Compensation. Developer and its contractors shall procure and maintain workers’ compensation insurance with limits as required by the Labor Code of the State of California and employers’ liability insurance with limits of not less than $1,000,000 per occurrence, at all times during which insured retains employees.

5.1.4 Professional Liability. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of five (5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractual liability.

5.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

5.3 Additional Insured; Separation of Insureds. The Required Insurance shall name City, its elected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behalf of Developer or its contractors, including materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers.

5.4 Primary Insurance; Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy.

5.5 Certificates; Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

5.6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on 30 days prior written notice to City.

5.7 Insurer Rating. Unless approved in writing by City, all Required Insurance shall be placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least A-:VII.

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17236.00012\30429610.1 10

5.8 Signs and Advertising. Developer understands and agrees to City’s ordinances, regulations, and requirements governing signs and advertising structures. Developer hereby agrees with and consents to the removal by City of all signs or other advertising structures erected, placed, or situated in violation of any City ordinance, regulation, or other requirement. Removal shall be at the expense of Developer and its surety. Developer and its surety shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal.

5.9 Relationship Between the Parties. The Parties hereby mutually agree that neither this Agreement, any map related to TRACT 7318 PHASE 4, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer’s contractors and subcontractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of City.

VI. GENERAL PROVISIONS.

6.1 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party.

6.2 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

6.3 Construction; References; Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not workdays. All references to Developer include all personnel, employees, agents, and subcontractors of Developer, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.4 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

CITY:

CITY OF SHAFTER
DEVELOPER:

KC BUILDERS COLLABORATIVE LLC
9700 STOCKDALE HIGHWAY, SUITE 329,
BAKERSFIELD, CA 93311
336 PACIFIC AVENUE
SHAFTER, CALIFORNIA 93263
ATTN: CITY ENGINEER

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17236.00012\30429610.1 11
Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.

6.5 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

6.6 Waiver. City’s failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City’s waiver of any breach of this Agreement, shall not relieve Developer of any of its obligations under this Agreement, whether of the same or similar type.

The foregoing shall be true whether City’s actions are intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Public Improvements or this Agreement.

6.7 Assignment or Transfer of Agreement. Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City’s written consent, any assignment, hypothecation, or transfer shall not release or discharge Developer from any duty or responsibility under this Agreement.

6.8 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation.

6.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

6.10 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

6.11 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties’ activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Kern, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

6.12 Attorneys’ Fees and Costs. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all

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17236.00012\30429610.1 12
costs and expenses incurred by the prevailing party, including actual attorneys’ fees (“Costs”). Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Costs, which shall include, without limitation, attorneys’ and experts’ fees, costs and expenses incurred in the following: (a) post judgment motions and appeals, (b) contempt proceedings, (c) garnishment, levy, and debtor and third party examination, (d) discovery, and (e) bankruptcy litigation. This section shall survive the termination or expiration of this Agreement.

6.13 Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument.

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17236.00012\30429610.1 13

CITY OF SHAFTER KC BUILDERS COLLABORATIVE LLC
By: By:

Lance Lippincott (signature)
City Manager
City of Shafter

(print name)

(title)
ATTEST:

By: By:

Yazmina Pallares (signature)
City Clerk
City of Shafter

(print name)

(title)
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
By:

NOTE: DEVELOPER’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER’S BUSINESS ENTITY.

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17236.00012\30429610.1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA

STATE OF CALIFORNIA )

COUNTY OF )
On , 20 , before me, ,
personally appeared ,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ¨ Individual
¨ Corporate Officer
Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above

Page 233 of 307 ends

ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA

STATE OF CALIFORNIA )

COUNTY OF )
On , 20 , before me, ,
personally appeared ,

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

WITNESS my hand and official seal.

Signature of Notary Public

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

Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above

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Exhibit C-1
17236.00012\30429610.1
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY - TRACT 7318 PHASE 4
BEING A SUBDIVISION OF A PORTION OF PARCEL A OF LOT LINE ADJUSTMENT 21-85, PER CERTIFICATE OF COMPLIANCE RECORDED DECEMBER 29, 2021, AS DOCUMENT NO. 0221242522, IN THE OFFICE OF KERN COUNTY RECORDER; ALSO BEING A PORTION OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 28 SOUTH, RANGE 25 EAST, MOUNT DIABLO BASE & MERIDIAN, IN THE CITY OF SHAFTER, COUNTY OF KERN, STATE OF CALIFORNIA.

Page 235 of 307 ends

Exhibit C-2
17236.00012\30429610.1
EXHIBIT “B”
LIST OF PUBLIC IMPROVEMENTS - TRACT 7318 PHASE 4

THE FOLLOWING LIST OF IMPROVEMENTS SHALL NOT BE CONSIDERED AS COMPLETE OR ALL

INCLUSIVE BUT SHALL SERVE AS A GENERAL DESCRIPTION OF IMPROVEMENTS REQUIRED FOR RESIDENTIAL TRACTS. DEVELOPER’S ATTENTION IS DIRECTED TO THE CONDITIONS OF APPROVAL FOR THE TRACT, THE DEVELOPER’S AGREEMENT FOR THE TRACT, ANY APPLICABLE SPECIFIC PLAN, AND TITLE 16 OF THE CITY OF SHAFTER MUNICIPAL CODE FOR MORE INFORMATION ON SPECIFIC PUBLIC IMPROVEMENTS REQUIRED.
 ALL EARTHWORK AND GRADING INCLUDING REMOVAL AND DISPOSAL OF UNSUITABLE

MATERIALS, REMOVAL AND/OR RELOCATION OF OBSTRUCTIONS, IMPORT, EXPORT,

ROUGH GRADING, FINAL GRADING, EXCAVATION, TRENCHING, BACKFILLING,

COMPACTION, FOOTINGS, FOUNDATIONS, AND SUBGRADE PREPARATION,

OVEREXCAVATION, RECOMPACTION, RETAINING STRUCTURES, DUST CONTROL,

EROSION AND/OR SEDIMENT CONTROL MEASURES, SOILS STUDIES, TESTING, AND INSPECTION.
 PUBLIC WATER IMPROVEMENTS INCLUDING WATER MAINS FOR DOMESTIC AND

IRRIGATION PURPOSES, VALVES, FITTINGS, CONNECTIONS, SERVICES, METERS, AND FIRE HYDRANTS.
 PUBLIC SEWER IMPROVEMENTS INCLUDING SEWER MAINS, MANHOLES, CLEAN OUTS,

CONNECTIONS, SERVICES, AND ANY NECESSARY SEWAGE LIFT STATIONS, FORCE MAINS, AND DISCHARGE STRUCTURES.
 PUBLIC STORM DRAIN IMPROVEMENTS INCLUDING STORM DRAIN PIPING, MANHOLES, JUNCTION BOXES, INLETS, OUTLETS, BASINS, AND PERIMETER FENCING.  PUBLIC STREET IMPROVEMENTS INCLUDING CURBS, GUTTERS, CROSS GUTTERS,

SPANDRELS, SIDEWALKS, WHEELCHAIR RAMPS, OTHER PEDESTRIAN FACILITIES,

MEDIANS, STREET SECTION AND PAVING IMPROVEMENTS, STREET LIGHTING, STREET

SIGNS, BARRICADES, FENCING AND/OR GATES, TRAFFIC SIGNS, MARKINGS, STRIPING, BEACONS, AND SIGNALS.
 PUBLIC UTILITIES THAT SUPPLY ELECTRICAL POWER, NATURAL GAS, CABLE TV,

INTERNET, PHONE, AND FIBER OPTIC SERVICE FOR EACH PROPOSED LOT, STRUCTURE, OR PUBLIC USE.
 PUBLIC LANDSCAPING IMPROVEMENTS ALONG STREETS AND WITHIN MEDIANS, PASEOS,

AND NATURAL TRAILS INCLUDING EARTHWORK AND GRADING, SOIL AMENDMENTS,

PLANTS & FOLIAGE, GROUND COVER, SPRINKLERS AND RELATED TIMERS AND

CONTROLLERS, WALLS, SEATING, LIGHTING, WALKABLE PATHS, AND RELATED INFRASTRUCTURE.
 WHERE PROPOSED BY THE DEVELOPER, PUBLIC PARK IMPROVEMENTS INCLUDING ANY

AND ALL OF THE IMPROVEMENTS LISTED ABOVE AND ALSO INCLUDING, BUT NOT LIMITED

TO, SEATING, TABLES, SHADE STRUCTURES, TRASH RECEPTACLES, WATER FOUNTAINS,

PLAY STRUCTURES, RELATED SURFACING, PLAY AREAS, OPEN AREAS, PUBLIC FACILITIES, AND LIGHTING.
 A SUFFICIENT QUANTITY OF CLUSTER MAILBOX UNITS WITH FOUNDATIONS, APPROPRIATE CLEARANCE, AND WALKABLE SURFACING. UNITS SHALL BE APPROVED BY THE LOCAL POSTAL AUTHORITY FOR USE.

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Exhibit C-3
17236.00012\30429610.1
 IMPROVEMENTS SHALL ALSO INCLUDE ANY AND ALL NECESSARY IMPROVEMENTS OR

UPGRADES TO OR REROUTING OF PRE-EXISTING PUBLIC OR PRIVATE FACILITIES OR UTILITIES AS DETERMINED BY THE FACILITY OR UTILITY OWNER. IMPROVEMENTS SHALL

INCLUDE PROTECTION OR PRESERVATION OF PRE-EXISTING PUBLIC OR PRIVATE FACILITIES THAT WILL NOT BE RELOCATED, MODIFIED, OR REMOVED.  IMPROVEMENTS SHALL INCLUDE ANY EASEMENTS, GRANT DEEDS, COVENANTS, DEDICATIONS, OR NECESSARY RIGHTS OF WAY FOR SAID IMPROVEMENTS. DIMENSIONS

OF EASEMENTS, GRANT DEEDS, COVENANTS, DEDICATIONS, OR NECESSARY RIGHTS SHALL BE APPROVED BY THE CITY.
 IMPROVEMENT SHALL INCLUDE ALL APPROPRIATE AND NECESSARY PERMITS REQUIRED BY LOCAL, STATE, OR FEDERAL LAW.

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Exhibit C-4
17236.00012\30429610.1
EXHIBIT “C”
SURETY BONDS AND OTHER SECURITY - TRACT 7318 PHASE 4
As evidence of understanding the provisions contained in this Agreement, and of the Developer’s intent to comply with same, the Developer has submitted the below described security in the amounts required by this Agreement, and has affixed the appropriate signatures thereto:

PERFORMANCE BOND PRINCIPAL AMOUNT: ONE MILLION SEVEN HUNDRED FOURTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,714,500******) Surety:

Attorney-in-fact:

Address:

MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: ONE MILLION SEVEN HUNDRED FOURTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,714,500******) Surety:

Attorney-in-fact:

Address:

MONUMENT SECURITY (CASH OR BOND): ELEVEN THOUSAND DOLLARS AND NO CENTS ($11,000******)

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Exhibit C-5
17236.00012\30429610.1
BOND NO.

INITIAL PREMIUM:

SUBJECT TO RENEWAL

CITY OF SHAFTER
TRACT 7318 PHASE 4 IMPROVEMENTS

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Shafter, California (“City”) and KC BUILDERS COLLABORATIVE LLC (“Principal”), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for TRACT 7318 PHASE 4 (“Public Improvements”); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated _______________________, ________ (“Improvement Agreement”);
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder.

NOW, THEREFORE, Principal and _________________________________________ (“Surety”), a corporation organized and existing under the laws of the State of ___________________________, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City in the sum of ONE MILLION SEVEN HUNDRED FOURTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,714,500******), said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As part of the obligation secured hereby, and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

Page 239 of 307 ends

Exhibit C-6
17236.00012\30429610.1
Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition.

This bond is executed and filed to comply with Section 66499 et seq. of the Government Code of California as security for performance of the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements.

IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney-in-Fact at _______________________, this _____ day of _______________, ______.

Principal Surety
By: By:

President Attorney-in-Fact

(print name) (print name)
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL

AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL

REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND.

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Exhibit C-7
17236.00012\30429610.1
BOND NO.

INITIAL PREMIUM:

SUBJECT TO RENEWAL

CITY OF SHAFTER
TRACT 7318 PHASE 4 IMPROVEMENTS

LABOR AND MATERIAL BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Shafter, California (“City”) and KC BUILDERS COLLABORATIVE LLC (“Principal”), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for TRACT 7318 PHASE 4 (“Public Improvements”); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Public Improvements dated _______________________, ________ (“Improvement Agreement”);
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney’s fee in case suit is brought on the bond.

NOW, THEREFORE, Principal and _________________________ (“Surety”), a corporation organized and existing under the laws of the State of ______________________, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City and to any and all material men, persons, companies or corporations furnishing materials, provisions, and other supplies used in, upon, for or about the performance of the Public Improvements, and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the Principal, the sum of ONE MILLION SEVEN HUNDRED FOURTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,714,500******) said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Public Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section

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Exhibit C-8
17236.00012\30429610.1
3181, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum specified herein.

This bond is executed and filed to comply with Section 66499 et seq. of the California Government Code as security for payment to contractors, subcontractors, and persons furnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition.

Page 242 of 307 ends

Exhibit C-9
17236.00012\30429610.1
IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney-in-Fact at _____________________, this _____ day of _______________, ______.

Principal Surety
By: By:

President Attorney-in-Fact

(print name) (print name)
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL

AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL

REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND.

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CONSENT CALENDAR

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: April 21, 2026
DEPARTMENT: Alex Gonzalez, Public Works Director
SUBJECT: MUNICIPAL WATER WELLS NO. 22 AND NO. 23

CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES

PROFESSIONAL SERVICES AGREEMENT APPROVAL

RECOMMENDATION
Council find that the action was previously exempted from the California Environmental Quality Act; authorize the City Manager to approve a professional services agreement with Dee Jaspar & Associates, Inc. for construction management and inspection services for Well No. 22 and Well No. 23 in the amount up to $160,000; authorize a budget amendment of $80,000 to Project WA00016 and $80,000 to Project WA00020 funded by the water connection fee account.

BACKGROUND
The City has received a proposal from Dee Jaspar & Associates, Inc. to provide construction management and inspection services for the Well No. 22 and Well No. 23 Drilling Project. The scope of work includes oversight and inspection of drilling activities, coordination of a preconstruction meeting, surveying, water quality sampling and testing, geophysical log review, casing and sealing inspection, well development monitoring, and preparation of final reports with recommendations. These services are necessary to ensure that the well drilling process is completed in accordance with applicable standards and specifications and to support the successful delivery of the City’s water infrastructure improvements.

Pursuant to Section 2.68.030(b)(4) of the City’s Bidding and Procurement Policy, professional services are exempt from formal bidding and procurement requirements.

The proposed services qualify as professional services due to their specialized and technical nature. Dee Jaspar & Associates, Inc. previously prepared the design plans and specifications for this project and has extensive experience with the City’s municipal water system, including completing well designs and inspection services in recent years. This familiarity with the City’s standards and system requirements provides continuity and reduces the risk of errors. The work associated with well drilling inspection and testing is highly specialized, and inaccuracies in testing or oversight could result in failure of the new well, making experienced and knowledgeable oversight critical to the project’s success.

FISCAL IMPACT

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MUNICIPAL WATER WELLS NO. 22 AND NO. 23 CONSTRUCTION MANAGEMENT AND

INSPECTION SERVICES PROFESSIONAL SERVICES AGREEMENT APPROVAL - 2 -
The total cost for construction management and inspection services for Well No. 22 and Well No. 23 is $150,170, with $75,085 allocated to each well. Staff recommends a total budget of $160,000 to cover the proposed cost and allow for contingincies. To accommodate the cost of these services, a budget amendment is required. Staff recommends authorizing an $80,000 budget amendment to each of the following project accounts: WA00016 (Well No. 22) and WA00020 (Well No. 23), funded by water connection fees.

CEQA ANALYSIS
The well project has been previously reviewed and determined to be exempt from the California Environmental Quality Act. No further action is required.

APPROVED BY THE CITY ATTORNEY
No

ATTACHMENTS

1. Dee Jaspar & Associates, Inc. - Well 22 & 23 Drilling Construction Management Proposal

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DEE JASPAR & ASSOCIATES, INC.

CONSULTING CIVIL ENGINEERS
2730 UNICORN ROAD, BUILDING A
BAKERSFIELD, CA 93308
PHONE (661) 393-4796
FAX (661) 393-4799
____________________________________________________________________________________ April 14, 2026
Marcos Torres, Deputy Public Works Director-Operations
c/o City of Shafter
720 Commerce Way
Shafter, CA 93263
Re: New Municipal Water Well Project – Wells No. 22 and Well No. 23 Well Drilling Inspection Services Proposal
Attached is an itemized proposal for the project oversight and construction inspection for the New Municipal Water Well Project – Wells No. 22 and No. 23.

Task #1 and #2 – Well Drilling Construction Management and Inspection This task involves the oversight and inspection for the water well drilling project and includes, but is not limited to the following:
• Administer a Preconstruction Meeting
• Survey the Center of Well and Property Corners
• Well Drilling Oversight and Daily Inspection for Drilling and Development • Zone Test Water Quality Sampling and Testing
• Geophysical Log Review and Final Casing Design
• Casing, Gravel, and Cement Annular Seal Inspection
• Well Development Monitoring
• Preparation of a Well Report and Recommendations
The budget amount for Task #1 (Well No. 22) is $75,085.00.

The budget amount for Task #2 (Well No. 23) is $75,085.00.

Please let me know if you have any questions or if you would like to discuss revisions to the above noted scope of work or costs.

Sincerely,
Curtis M. Skaggs, P.E.

Principal Engineer

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Dee Jaspar Associates
Consulting Civil Engineers
City of Shafter
New Municipal Water Well Project - Well No. 22 and No. 23 Well Drilling Construction Inspection and Oversight
Professional Engineering Services Proposal Budget
Principal EngineerRegistered Engineer /
Project Manager
Senior EngineerSurveyorSurvey CrewDraftspersonSecretary Ken Schmidt &
Associates, Inc.

Water Quality
Laboratory Testing
Miscellaneous
Scope of Work Estimated Time (hrs) Estimated Time (hrs) Estimated Time (hrs) Estimated Time (hrs) Estimated Time (hrs) Estimated Time (hrs) Estimated Time (hrs) Estimated Cost ($) Estimated Cost ($) Estimated Cost ($) Total

1. Well No. 22 Drilling Quality Control & Inspection
Contract Documents and Preconstruction Meeting 2 $25.00 $405 Submittal and Data Sheet Review for Well Materials 4 $20.00 $780 Conductor Casing Installation Inspection and Quality Control. 8 2 4 $75.00 $2,999 Pilot Hole Drilling Inspection and Quality Control. 6 18 $150.00 $4,494 Geophysical Logging and Review. Selection of Zone Tests and Casing Design. 8 8 $2,000 $50.00 $4,994 Zone Testing Inspection, Quality Control, and Water Quality Sampling. 10 40 $2,000 $15,000 $26,020 Reaming Inspection and Quality Control. 6 18 $150.00 $4,494 Caliper Log and Deviation Survey Review 2 8 $25.00 $1,829 Casing, Gravel Pack, & Cement Seal Inspection and Testing. 8 48 $150.00 $10,214 Airlifting & Swabbing Inspection and Quality Control. 4 12 $75.00 $2,971 Well Development Inspection and Quality Control. 4 24 $1,500 $150.00 $6,682 Well Video Review and Quality Control. 4 8 $25.00 $2,209 Final Report and Project Closeout. 8 8 $1,500 $2,500 $50.00 $6,994 Subtotal: $75,085

2. Well No. 23 Drilling Quality Control & Inspection
Contract Documents and Preconstruction Meeting 2 $25.00 $405 Submittal and Data Sheet Review for Well Materials 4 $20.00 $780 Conductor Casing Installation Inspection and Quality Control. 8 2 4 $75.00 $2,999 Pilot Hole Drilling Inspection and Quality Control. 6 18 $150.00 $4,494 Geophysical Logging and Review. Selection of Zone Tests and Casing Design. 8 8 $2,000 $50.00 $4,994 Zone Testing Inspection, Quality Control, and Water Quality Sampling. 10 40 $2,000 $15,000 $26,020 Reaming Inspection and Quality Control. 6 18 $150.00 $4,494 Caliper Log and Deviation Survey Review 2 8 $25.00 $1,829 Casing, Gravel Pack, & Cement Seal Inspection and Testing. 8 48 $150.00 $10,214 Airlifting & Swabbing Inspection and Quality Control. 4 12 $75.00 $2,971 Well Development Inspection and Quality Control. 4 24 $1,500 $150.00 $6,682 Well Video Review and Quality Control. 4 8 $25.00 $2,209 Final Report and Project Closeout. 8 8 $1,500 $2,500 $50.00 $6,994 Subtotal: $75,085
Total Hours Estimated: 0 132 400 4 8 0 0 $14,000 $35,000 $1,890 Total Engineering Estimate: $0 $25,080 $71,200 $664 $2,336 $0 $0 $14,000 $35,000 $1,890 $150,170 4/14/2026

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CONSENT CALENDAR

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: April 21, 2026
DEPARTMENT:

SUBJECT: LETTER OF SUPPORT FOR SENATE BILL 1216 (CABALDON)

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(2) of the CEQA Guidelines; and approve that the Mayor, on behalf of the Shafter City Council, execute a letter of support for Senate Bill 1216 (SB 1216).

BACKGROUND
Senate Bill 1216 (SB 1216), introduced by Senator Christopher Cabaldon, seeks to address establishing a Housing Leadership Designation Program to recognize and reward jurisdictions that demonstrate exceptional housing production outcomes with meaningful regulatory flexibility.

SB 1216 advances a practical, outcomes-based framework that aligns state objectives with local implementation, California's housing laws have treated all jurisdictions the same, rewarding compliance on paper while paying little attention to whether homes are actually getting built. SB 1216 changes that by distinguishing jurisdictions that are delivering real results and giving them the trust and discretion they have earned.

SB 1216's performance-based approach is particularly meaningful to us because it provides an incentive structure that reinforces what effective jurisdictions are already working to accomplish: increasing housing supply while maintaining strong planning standards and community outcomes. By tying regulatory flexibility directly to demonstrated production, the bill creates a constructive pathway for local governments to reduce friction and direct resources toward housing delivery.

FISCAL IMPACT
There is no direct fiscal impact associated with approving the letter of support for Senate Bill 1216.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(2) of the CEQA Guidelines because approval of a letter of support for SB 1216 and therefore, it is considered general policy and procedure making and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY

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LETTER OF SUPPORT FOR SENATE BILL 1216 (CABALDON)
- 2 -
Not Applicable

ATTACHMENTS
None

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MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: April 21, 2026
DEPARTMENT: Giovanni Perez, Economic Development Coordinator SUBJECT: DECLARING 3 PROPERTIES (APNs 026-010-26, 090-211-02, AND PORTION OF 090-211-04) AS NON-EXEMPT SURPLUS

PROPERTIES

RECOMMENDATION
Council find that the action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines; adopt Resolution 3074, a Resolution of the City Council of the City of Shafter Declaring properties identified as APNs 026-010-26, 090-211-02, and portion of 090-211-04 non-exempt surplus land; approving the form of Notice of Availability; and directing the City Manager or City Manager’s Designee to comply with the requirements of the Surplus Land Act, Government Code Section 54220 et seq.

BACKGROUND
The City of Shafter (“City”) owns multiple real properties identified as Assessor’s Parcel Numbers (APNs) 026-010-26, 090-211-02, and a portion of 090-211-04 (collectively, the “Subject Properties”), consisting of approximately 99.55 total acres across 3 parcels. Each parcel is further described and depicted in Exhibits A through C of the attached Resolution.

The Subject Properties are summarized as follows:

Subject Property 1 (Exhibit A of attached Resolution)
• APN: 026-010-26
• Location: Near W Fresno Avenue and N Central Valley Highway • Estimated Size: 19.55 acres
• Zoning: Agricultural
• Context: Located near housing development on the north and south side of the property. To the east of the parcel lies the new North Shafter Community Park, and to the west lies ag producing land.

Subject Property 2 (Exhibit B of attached Resolution)
• APN: 090-211-02
• Location: Near Burbank Street and Poplar Avenue
• Estimated Size: 19.61 acres
• Zoning: Industrial
• Context: Located near active ag production in all directions, as well as being adjacent

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DECLARING 3 PROPERTIES (APNs 026-010-26, 090-211-02, AND PORTION OF 090-211-04)

AS NON-EXEMPT SURPLUS PROPERTIES
- 2 -
to APN 090-211-04, a portion of which is home to the City’s Animal Control Shelter.

Currently, there is an active agricultural lease for this entire property to Camacho Nursery, which is set to expire December 31, 2027.

Subject Property 3 (Exhibit C of attached Resolution)
• APN: Portion of 090-211-04
• Location: Near Burbank Street and Shafter Avenue
• Estimated Size: 60.39 acres
• Zoning: Industrial
• Context: Located near active ag production in all directions, as well as being on the same parcel as the City’s Animal Control Shelter. Currently, there is an active agricultural lease for this approximately 60.39-acre portion to Camacho Nursery and set to expire on December 31, 2027.

The Subject Properties are proposed for declaration as surplus land for the first time so that the City can proceed toward disposal at a future date. The City may dispose of the Subject Properties individually or collectively, depending on market conditions and strategic objectives.

The Surplus Land Act (“Act”) requires all local agencies to prioritize affordable housing, as well as parks and open space, when disposing of surplus land. New legislation, which took effect on January 1, 2020, requires that before a local agency may dispose of land that is no longer necessary for its use, the land must be declared either "surplus land" or "exempt surplus land," as supported by written findings. Adoption of the Resolution would declare the Subject Properties as surplus land.

Upon the City's determination that the Subject Properties are surplus land, the procedures outlined in the Act must be followed before disposal. Those procedures require the City to offer the surplus land by issuing (via email wherever possible and by certified mail where not possible) by issuing a Notice of Availability, a form of which is attached to the Resolution as Exhibit D (the “Notice of Availability”), and accepting notices of interest for a period of 60 days. The City may issue a single Notice of Availability covering all Subject Properties or separate notices for individual parcels, as determined appropriate by the City Manager or City Manager’s designee.

If the City receives a letter of interest from any qualifying entity, whether for one or more of the Subject Properties, the City is required to enter into good faith negotiations concerning the price and terms of the sale or lease only for the parcel or parcels identified in the letter of interest with that entity for a period of not less than 90 days. If the price or terms cannot be agreed upon after 90 days (or if no entity gives notice of interest), the City may sell or lease the surplus land without further regard to the Act’s procedures, except that the City must obtain approval from the State’s Department of Housing and Community Development (HCD) that it complied with the Act, and the City must record a restrictive covenant on the Subject Properties, requiring that if ten or more residential units are ever built on the Subject Properties, at least 15% of those units must be affordable.

FISCAL IMPACT

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DECLARING 3 PROPERTIES (APNs 026-010-26, 090-211-02, AND PORTION OF 090-211-04)

AS NON-EXEMPT SURPLUS PROPERTIES
- 3 -
No budget action is required. There are minimal costs related to issuing a Notice of Availability for multiple parcels via email and certified mail.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines because the action is the adoption of a resolution declaring land as surplus properties, and therefore, it is an organizational and administrative activity that will not result in direct or indirect physical changes to the environment and is not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
Yes

ATTACHMENTS

1. Resolution No. 3074

2. 260422_NOA_NonExemptSurplus_APNs02601026_09021102_PtnOf09021104

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RESOLUTION NO. 3074

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHAFTER, DECLARING 3 PROPERTIES (APNs 026-010-26, 090-211-02, AND PORTION OF 090- 211-04) AS NON-EXEMPT SURPLUS PROPERTIES, APPROVING THE FORM OF NOTICE OF AVAILABILITY; DIRECTING THE CITY MANAGER OR CITY MANAGER’S DESIGNEE TO COMPLY WITH THE REQUIREMENTS OF THE SURPLUS LAND ACT, GOVERNMENT CODE, SECTION 54220 ET SEQ.; AND

FINDING THE ACTION EXEMPT FROM CEQA PURSUANT TO CEQA
GUIDELINES SECTION 15312
WHEREAS, the City of Shafter (the "City") owns multiple real properties identified as Assessor’s Parcel Numbers (APNs) 026-010-26, 090-211-02, and a portion of 090-211-04, consisting of approximately 99.55 total acres across 3 parcels. Each parcel is further described and depicted in Exhibits A through C, attached hereto and incorporated herein by reference (the “Subject Properties”); and
WHEREAS, the City owns that certain 19.55-acre property located near W Fresno Avenue and N Central Valley Highway, Shafter, CA 93263, (APN 026-010-26) zoned Agricultural, which is more particularly depicted at Exhibit A, attached hereto and incorporated herein by reference (the "Subject Property 1"); and
WHEREAS, the City owns that certain 19.61-acre property located near Burbank Street and Poplar Avenue, Shafter, CA 93263, (APN 090-211-02) zoned Industrial, which is more particularly depicted at Exhibit B, attached hereto and incorporated herein by reference (the "Subject Property 2"); and
WHEREAS, the City owns that certain 60.39-acre portion of property located near Burbank Street and Shafter Avenue, Shafter, CA 93263, (Portion of APN 090-211-04) zoned Industrial, which is more particularly depicted at Exhibit C, attached hereto and incorporated herein by reference (the "Subject Property 3"); and
WHEREAS, the Subject Properties are not necessary for the City's use and none of the statutory exemptions set forth under Government Code Section 54221(f)(1) are applicable, and therefore the Property and disposition thereof are subject to the Surplus Land Act (Government Code Section 54220 et seq.) (the "Act").

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SHAFTER HEREBY RESOLVES AS FOLLOWS:

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

Section 2. The City Council finds and declares that the Subject Properties are “surplus land” as used in the Surplus Land Act (the “Act”), because the Subject Properties are owned in fee simple by the City, the S u b j e c t Properties are not necessary for the City's use, as defined under the Act, Section 54221(c), and the Subject Properties do not qualify as "exempt surplus land" under the Act, Section 54221(f)(1).

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Shafter City Council Resolution No. 3074
April 21, 2026

Page 2 ends

Section 3. The City Council approves the form of Notice of Availability, attached hereto as Exhibit D (the "Notice"), and authorizes the City Manager or designee to comply with the requirements of the Act, to tailor, finalize, and issue the Notice to those statutorily entitled to receive it (Section 54222), and to negotiate in good faith with those entities, if any, who submit qualified Notices of Interest (Sections 54222.5 and 54223).

Section 4. The action authorized by this Resolution does not authorize or approve the actual disposition or sale of the Property. Thus, this action does not commit the City to any future action, nor does this action approve a particular project, or grant any specific approval that would have a direct or reasonably foreseeable indirect environmental impact pursuant to the California Environmental Quality Act ("CEQA"). (See 14 California Code of Regulations Sections 15060(c); 15378(b).) As such, the mere declaration of surplus land and authorization to proceed under the Act do not constitute the approval of a "project" under CEQA, and no further action under CEQA is required. In addition, the action is exempt from environmental review pursuant to State CEQA Guidelines §15312, which applies to the declaration and sale of surplus government property.

Section 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

Section 6. Effective Date. This Resolution shall become effective immediately.

PASSED, APPROVED, AND ADOPTED THIS 21
st DAY OF APRIL, 2026.
_______________________________
Chad Givens, Mayor
ATTEST:
_______________________________
Yazmina Pallares, City Clerk
APPROVED AS TO FORM:
_______________________________
Marco A. Martinez, City Attorney

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Shafter City Council Resolution No. 3074
April 21, 2026

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EXHIBIT A
Subject Property 1
The Subject Property 1 comprises the entirety of APN 026-010-26, which is approximately

19.55 acres in size, and which is depicted below.

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Shafter City Council Resolution No. 3074
April 21, 2026

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EXHIBIT B
Subject Property 2
The Subject Property 2 comprises the entirety of APN 090-211-02, which is approximately

19.61 acres in size, and which is depicted below.

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Shafter City Council Resolution No. 3074
April 21, 2026

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EXHIBIT C
Subject Property 3
The Subject Property 3 comprises of a portion of APN 090-211-04, which is approximately

60.39 acres in size, and which is depicted below.

As further note, the parcel boundary depicted below is for reference purposes only. Portion of parcel APN 090-211-04 boundaries is approximate and highlighted in blue.

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Shafter City Council Resolution No. 3074
April 21, 2026

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EXHIBIT D
Form of Notice of Availability
(see attached Cover Letter and
Property Description Sheet in
next page)

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Shafter City Council Resolution No. 3074
April 21, 2026

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336 Pacific Avenue • Shafter, California 93263
April 22, 2026
To All Interested Parties:

RE: Notice of Availability/Offer to Lease or Sell Surplus Properties As required by Government Code Section 54220 of the State of California, the City of Shafter is providing notification that the City intends to sell or lease the surplus properties listed in the accompanying table.

In accordance with Government Code Section 54222, you have sixty (60) days from the date this offer was sent via certified mail or electronic mail to notify the City of your interest in acquiring one or more of the properties. However, this offer shall not obligate the City to sell or lease the property to you. Instead, the City would enter into at least ninety (90) days of negotiations with you pursuant to Government Code Section 54223. If no agreement is reached on sales/lease price and terms, the City may market the properties to the general public.

As required by Government Code Section 54227, if the City receives more than one letter of interest during this 60-day period, it will give first priority to entities proposing to develop housing where at least 25 percent of the units will be affordable to lower-income households. If more than one such proposal is received, priority will be given to the proposal with the greatest number of affordable units. If more than one proposal specifies the same number of affordable units, priority will be given to the proposal that has the lowest average affordability level.

In the event your agency or company is interested in purchasing or leasing one or more of the properties, you must notify the City in writing within sixty (60) days of the date this notice was sent via certified mail or electronic mail. Notice of your interest in acquiring one or more of the properties shall be delivered to
City of Shafter,
Attn: Giovanni Perez, Economic Development Coordinator
336 Pacific Avenue, Shafter, CA 93263.

You may also direct your questions to [email protected] or by calling (661) 746-5000.

Entities proposing to submit a letter of interest are advised to review the requirements set forth in the Surplus Land Act (Government Code Section 54220-54234).

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Shafter City Council Resolution No. 3074
April 21, 2026

Page 8 ends

Property
# Jurisdiction Name Jurisdiction Type Site Address/Intersection 1 City of Shafter City W Fresno Ave and N Central Valley Hwy 2 City of Shafter City Burbank St and Poplar Ave
3 City of Shafter City Burbank St and Shafter Ave
Property
# City
Five Digit ZIP
Code County Assessor Parcel Number
1 Shafter 93263 Kern 026-010-26
2 Shafter 93263 Kern 090-211-02
3 Shafter 93263 Kern Portion of 090-211-04
Property
# Consolidated Sites
General Plan Designation
(Current)
Zoning Designation
(Current)
1 Low-Density Residential Agricultural
2 Industrial Industrial
3 Industrial Industrial
Property
# Minimum Density
Allowed (units/acre)
Maximum Density
Allowed (units/acre)
Parcel Size
(Gross
Acres) Existing Use/Vacancy
1 n/a n/a 19.55 Vacant
2 n/a n/a 19.61 Ag production - roses
3 n/a n/a 60.39 Ag production - roses
Property
# Minimum Sales Price Last Appraised Value Last Appraised Date 1 FMV Unknown Unknown
2 FMV Unknown Unknown
3 FMV Unknown Unknown
Property
# Optional Information
1 The property is encumbered by a Williamson Act contract, for which a notice of nonrenewal has been recorded, and is anticipated to remain in effect for approximately seven (7) additional years. If cancellation before the non-renewal time period concludes it desired, there is a petition process to navigate, which includes paying a cancellation fee. As it stands, the property is mainly accessible only via Fresno Ave. Property is located near housing development on the north and south side of the property. To the east of the parcel lies the new North Shafter Community Park, and to the west lies ag producing land. New utility connections are available to be made, but available capacity is unknown.

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Shafter City Council Resolution No. 3074
April 21, 2026

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2 Active ag production in all directions as well as being adjacent to APN 090-211-04, which a portion of that parcel APN 090-211-04 is home to the City’s Animal Control Shelter, which will remain in full effect and be untouched by this surplus declaration.

The full parcel APN 090-211-02 is currently under an active agricultural lease set to expire December 31, 2027. This property is also away from the main City boundaries by being near unincorporated communities, like Mexican Colony. Sewer and water main lines are more than a half-mile west, so new infrastructure lines would need to be put in. Water is currently serviced via a well.
3 Active ag production in all directions. A portion of this parcel, 090-211-04, is home to the City’s Animal Control Shelter, which will remain in full effect and be untouched by this surplus declaration. The portion of parcel 090-211-04, which is being declared, is currently under an active agricultural lease set to expire December 31, 2027, combined with the entirety of APN 090-211-02. This property is also away from the main City boundaries by being near unincorporated communities, like Mexican Colony. Sewer and water main lines are off Shafter Ave, but only the animal control shelter has onsite water and sewer. Sewer and water infrastructure would need to be completed to get the parcel utility-ready.

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Shafter City Council Resolution No. 3074
April 21, 2026

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Subject Property 1 (APN 026-010-26)

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Shafter City Council Resolution No. 3074
April 21, 2026

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Subject Property 2 (APN 090-211-02)

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Shafter City Council Resolution No. 3074
April 21, 2026

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Subject Property 3 (Portion of APN 090-211-04)
The parcel boundary depicted below is for reference purposes only. Portion of parcel APN 090-211-04 boundaries is approximate and highlighted in blue.

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In the event your agency or company is interested in purchasing or leasing one or more of the properties, you must notify the City in writing within sixty (60) days of the date this notice was sent via certified mail or electronic mail. Notice of your interest in acquiring one or more of the properties shall be delivered to
City of Shafter
Attn: Giovanni Perez, Economic Development Coordinator
336 Pacific Avenue, Shafter, CA 93263
You may also direct your questions to [email protected] or by calling (661) 746-5000.

Entities proposing to submit a letter of interest are advised to review the requirements outlined in the Surplus Land Act (Government Code Section 54220-54234).

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City Manager
(661) 746-5000
Fax (661) 746-0607
Public Works/Engineering
(661) 746-5004
Fax (661) 746-9125
Finance
(661) 746-5001
Fax (661) 746-1002
Economic Development
(661) 746-5007
Fax (661) 746-0607
Planning/Building
(661) 746-5002
Fax (661) 746-9125
Human Resources
(661) 746-5003
Fax (661) 746-2645
Property
# City
Five Digit ZIP
Code County Assessor Parcel Number
1 Shafter 93263 Kern 026-010-26
2 Shafter 93263 Kern 090-211-02
3 Shafter 93263 Kern Portion of 090-211-04
Property
# Consolidated Sites
General Plan Designation
(Current)
Zoning Designation
(Current)
1 Low-Density Residential Agricultural
2 Industrial Industrial
3 Industrial Industrial
Property
#
Minimum Density
Allowed (units/acre)
Maximum Density
Allowed (units/acre)
Parcel
Size
(Gross
Acres) Existing Use/Vacancy
1 n/a n/a 19.55 Vacant
2 n/a n/a 19.61 Ag production-roses
3 n/a n/a 60.39 Ag production-roses
Property
# Minimum Sales Price Last Appraised Value Last Appraised Date 1 FMV Unknown Unknown
2 FMV Unknown Unknown
3 FMV Unknown Unknown
Property
# Optional Information
1 The property is encumbered by a Williamson Act contract, for which a notice of nonrenewal has been recorded, and is anticipated to remain in effect for approximately seven (7) additional years. If cancellation before the non-renewal time period concludes it desired, there is a petition process to navigate, which includes paying a cancellation fee. As it stands, the property is mainly accessible only via Fresno Ave. Property is located near housing development on the north and south side of the property. To the east of the parcel lies the new North Shafter Community Park, and to the west lies ag producing land. New utility connections are available to be made, but available capacity is unknown.
2 Active ag production in all directions as well as being adjacent to APN 090-211-04, which a portion of that parcel APN 090-211-04 is home to the City’s Animal Control Shelter, which will remain in full effect and be untouched by this surplus declaration. The full parcel APN 090-211-02 is currently under an active agricultural lease set to expire December 31, 2027. This property is also away from the main City boundaries by being Property
# Jurisdiction Name Jurisdiction Type Site Address/Intersection 1 City of Shafter City W Fresno Ave and N Central Valley Hwy 2 City of Shafter City Burbank St and Poplar Ave
3 City of Shafter City Burbank St and Shafter Ave

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MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: April 21, 2026
DEPARTMENT: Giovanni Perez, Economic Development Coordinator SUBJECT: DECLARING PROPERTY LOCATED NEAR 390 S VALLEY
STREET APN (026-360-31) AS EXEMPT SURPLUS PROPERTY

RECOMMENDATION
Council find that the action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines; adopt Resolution 3075, a Resolution of the City Council of the City of Shafter Declaring property located near 390 S Valley Street, Shafter, CA 93263 (APN 026-360-31) as exempt surplus land; and directing the City Manager or City Manager’s Designee to comply with the requirements of the Surplus Land Act, Government Code Section 54220 et seq.

BACKGROUND
The City of Shafter (“City”) owns real property of 0.17 acres located near 390 S Valley Street in Shafter as further described and depicted in Exhibit A of the attached Resolution (“Subject Property”). This Subject Property is zoned Low-Density Residential and located near housing developments and Golden Oak Elementary School. The Subject Property was formerly utilized as a municipal water well site. The well has been properly abandoned; however, the site will require additional mitigation and preparation before new development.

The Subject Property is proposed for declaration as exempt-surplus land for the first time so that the City can proceed toward disposal at a future date.

For “surplus land,” the City must go through a formal process to offer the land to qualifying entities and negotiate with responsive parties. However, the Act contains exemptions for certain types of land (“exempt surplus land”) where this formal process does not apply. One such exemption, pursuant to section 54221(f)(1)(B), applies to land that (i) is less than one-half acre in area, and (ii) is not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing

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DECLARING PROPERTY LOCATED NEAR 390 S VALLEY STREET APN (026-360-31) AS EXEMPT

SURPLUS PROPERTY
- 2 -
purposes. The Subject Property qualifies for this exemption under the Act because it is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes.

Adoption of the attached Resolution would declare the Property as exempt surplus land pursuant to the aforementioned exemption.

Additionally, under the Department of Housing and Community Development’s (“HCD”) Surplus Land Act Guidelines (“Guidelines”), which are promulgated pursuant to the SLA, the City must submit the adopted resolution to HCD at least 30 days prior to disposal so that HCD can review the exemption declaration. The attached Resolution authorizes this HCD submittal.

FISCAL IMPACT
No budget action is required.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines because the action is the adoption of a resolution declaring land as exempt surplus property, and therefore, it is an organizational and administrative activity that will not result in direct or indirect physical changes to the environment and is not subject to CEQA.

APPROVED BY THE CITY ATTORNEY

ATTACHMENTS

1. Resolution No. 3075

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17236.01000\44884383.1
RESOLUTION NO. 3075

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHAFTER, DECLARING PROPERTY LOCATED NEAR 390 S VALLEY STREET (APN 026-360- 31) AS EXEMPT SURPLUS LAND AND DIRECTING THE CITY MANAGER OR CITY MANAGER’S DESIGNEE TO COMPLY WITH THE REQUIREMENTS OF THE SURPLUS LAND ACT, GOVERNMENT CODE, SECTION 54220 ET SEQ.; AND

FINDING THE ACTION EXEMPT FROM CEQA PURSUANT TO CEQA
GUIDELINES SECTION 15312
WHEREAS, the City of Shafter (the "City") owns that certain 0.17-acre property located near 390 S Valley Street, Shafter, CA 93263 (APN 026-360-31) zoned Low-Density Residential, which is more particularly depicted at Exhibit A, attached hereto and incorporated herein by reference (the "Subject Property"); and
WHEREAS, the Subject Property was formerly utilized as a municipal water well site.

The well has been properly abandoned; however, the site will require additional mitigation and preparation before new development; and
WHEREAS, the City no longer has any use for the Subject Property; and WHEREAS, the Surplus Land Act, Government Code sections 54220 et seq. (as amended, the “Act”), applies when a local agency disposes of “surplus land,” as that term is defined in Government Code section 54221; and
WHEREAS, the Subject Property is “surplus land” under the Act, because it is land owned in fee simple by the City for which the City Council will take formal action (in the form of adoption of this resolution) in a regular public meeting declaring that the land is surplus and is not necessary for the City’s use; and
WHEREAS, the Subject Property may be declared exempt surplus land if it is less than one-half acre in area and it is not contiguous to state or local agency property used for open-space or low- or moderate-income housing (Government Code section 54221(f)(1)(B)); and WHEREAS, the Subject Property is less than one-half acre in area, or 21,780 square feet, and it is not contiguous to land owned by a state or local agency that is used for open-space or low- and moderate-income housing purposes; and
WHEREAS, none of the characteristics listed under Government Code section 54221(f)(2) apply to the Subject Property.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SHAFTER HEREBY RESOLVES AS FOLLOWS:

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

Section 2. The City Council finds and declares that the Subject Property is “exempt surplus land”

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Shafter City Council Resolution No. 3075
April 21, 2026

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as used in the Surplus Land Act (the “Act”), because the Subject Property is owned in fee simple by the City, the S u b j e c t Property is not necessary for the City's use, as defined under the Act, Section 54221(c).

Section 3. The Subject Property does qualify as "exempt surplus land" under the Act, Section 54221(f)(1)(B), as the property is less than 0.5 acres in size and is not contiguous to land owned by a state or local agency that is used for open space or low- and moderate-income housing purposes. Furthermore, none of the characteristics listed under Government Code section 54221(f)(2) apply to the Subject Property.

Section 4. The action authorized by this Resolution does not authorize or approve the actual disposition or sale of the Subject Property. Thus, this action does not commit the City to any future action, nor does this action approve a particular project, or grant any specific approval that would have a direct or reasonably foreseeable indirect environmental impact pursuant to the California Environmental Quality Act ("CEQA"). (See 14 California Code of Regulations Sections 15060(c); 15378(b).) As such, the mere declaration of surplus land and authorization to proceed under the Act do not constitute the approval of a "project" under CEQA, and no further action under CEQA is required. In addition, the action is exempt from environmental review pursuant to State CEQA Guidelines §15312, which applies to the declaration and sale of surplus government property.

Section 5. The City Manager or designee is hereby authorized and directed to send a copy of this Resolution to the California Department of Housing and Community Development in accordance with the requirements of Section 400(e) of the SLA Guidelines.

Section 6. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

Section 7. Effective Date. This Resolution shall become effective immediately.

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Shafter City Council Resolution No. 3075
April 21, 2026

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EXHIBIT A
Subject Property
The Subject Property comprises the entirety of 390 S Valley St, Shafter, CA 93263 (APN 026-360-31), which is approximately 0.17 acres in size, and which is depicted below.

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MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: April 21, 2026
DEPARTMENT: Chris Schultz, Deputy IT Director
SUBJECT: WHOLESALE FIBER SERVICE AGREEMENTS APPROVAL

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(2) of the CEQA Guidelines; and approve the use of new Wholesale Fiber Service Agreements within the City's Telecommunication Division for all current and future fiber optic connection contracts with outside internet service providers.

BACKGROUND
The City's fiber optic network is an attractive resource for outside internet service providers (ISPs) to connect to in an effort to provide a variety of services to potential customers in the greater Shafter area. Over the past 15 years, the City has entered into agreements with two ISPs (herein ISP #1 and ISP #2); however the structure and terms associated with each agreement are dramatically different. For example, the agreement with ISP #1 is a standard agreement with minimal details pertaining to critical elements of doing business on our fiber network, including prioritizing network connections with Shafter residents and businesses. Our business relationship with ISP #2 is centered around the use of individualized contracts for each customer this ISP connects to the network. This approach makes it difficult for the City to account for the monthly revenue we receive for each of the customer connections made by ISP #2.

Staff have worked with our legal team at BB&K to draft formal wholesale fiber agreements that will standardize the contractual relationships that we have with ISP #1 and ISP #2, along with any other ISP that wishes to connect to our network and service customers. The City's goal is to provide the same contractual language, terms, and service offerings to any ISP interested in Shafter. Additionally, these new agreements ensure that any ISP doing business on our network is adequately indemnified and maintains the required insurance coverage to protect the City's assets.

The new wholesale agreements developed with legal review are:
• Wholesale Master Services Agreement — this is the initial, foundational agreement that an ISP will sign in order to become a service provider on our network.
• Wholesale Colocation License and Service Schedule — entered into as a "schedule" document adjacent to the Master Services Agreement, this document

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is required for any ISP wishing to co-locate their network equipment inside one of our co-location sites.
• Wholesale Ring Dark Fiber Lease Service Schedule — also entered into as a "schedule" document, this agreement outlines the terms and conditions necessary for an ISP to develop and connect their customers using a DWDM ring configuration.
• Wholesale Dedicated P2P Dark Fiber Lease Service Schedule — an additional "schedule" document, this agreement outlines the terms and conditions necessary for an ISP to connect their customers using a dedicated, point-to-point solution.

Along with changing the way we complete contractual agreements with outside ISPs, the City has also developed a new pricing matrix for each service we provide. The goal in developing the new pricing for our services is to, 1) bring a new revenue source to the City by providing fair, market-based pricing for our facilities and services, and 2) to provide a financial mechanism for the City to conduct maintenance and upgrades to our existing network infrastructure over time.

FISCAL IMPACT
There is no fiscal impact because of the proposed action.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(2) of the CEQA Guidelines because the action is the approval of wholesale fiber service agreements templates where, if needed, additional CEQA analysis would be performed prior ro entering into individual agreements with wholesale service providers and therefore, it is considered general policy and procedure making and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
Not Applicable

ATTACHMENTS

1. Shafter Wholesale - Master Services Agreement

2. Shafter Wholesale - Colocation License and Service Schedule

3. Shafter Wholesale - Ring Dark Fiber Lease Service Schedule

4. Shafter Wholesale - Dedicated P2P Dark Fiber Lease Service Schedule

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CITY OF SHAFTER

WHOLESALE MASTER SERVICES AGREEMENT
VERSION 03.06.2026

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CITY OF SHAFTER WHOLESALE SERVICES

MASTER SERVICE AGREEMENT
This Master Service Agreement ("Agreement") is between the City of Shafter ("City") and [CUSTOMER NAME] ("Customer"). This Agreement, together with any and all executed Service Order(s), applicable Service Schedule(s), and any other applicable City policies, constitute the entire agreement between the parties and shall collectively be referred to as the “Agreement”. In the event of an express conflict between terms in the Agreement, precedence will be given, as applicable, in the following order: (a) the Service Order, but solely with respect to the terms, rates and charges covered by such Service Order; (b) the Service Schedule, but solely with respect to the Services covered by such Service Schedule, and (c) the Agreement and policies.

1. City Network; Agreement Term. The City owns and operates an open access fiber network offering nonexclusive Services to Customers pursuant to the terms of this Agreement. The term of the Agreement will continue until the expiration of the last Service Term, unless earlier terminated in accordance with the Agreement ("Agreement Term").

2. Service. “Service” or “Services” means any or all of the products and services provided by virtue of Customer’s use of tangible, physical property of City to Customer pursuant to an approved Service Order. Services may be provided directly by City or through City’s agents, authorized representatives, or other arrangements with third parties, and where provided by third parties, such Services are subject to Customer’s acceptance of third party terms, including third party terms and policies related to the use of Customer’s information. Except as expressly provided in a Service Order or Service Schedule, all Services are for domestic use only. Unless otherwise set forth in a Service Schedule, Customer may resell or provide Services to end users or use the Services in connection with goods or services provided by Customer to end users (“Customer Provided Services”). To the extent permitted under law, Customer will be responsible for any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right, benefit or remedy. Any fee or charge for Services is imposed for the use of City’s tangible, physical property.

3. Service Order(s); Service Term. Customer may submit requests for Service in a form designated by the City ("Service Order"). The Service Order is not binding unless and until (1) signed by an authorized representative of Customer and returned to City within the time stated on the Service Order, and (2) accepted by City by delivering to Customer a counter-signed Service Order, and a written commitment as to the date by which City will install Service(s).The term for a Service is defined in the applicable Service Order ("Service Term"). If, for any reason, the Service Term is not defined in the Service Order, the Service Term shall be 12 months, and upon expiration, shall continue on a month-to-month basis at a fifteen percent (15%) increase of the City’s then current rate for the Service (which may be higher than the rate in the Service Order), and either City or Customer may terminate Service upon thirty (30) days prior written notice. The Service Term begins when the City notifies Customer that Service is provisioned ("Service Commencement Date"). Unless Customer notifies City in writing within two (2) business days of the Service Commencement Date that Service is not operational, the Service will be deemed accepted by Customer, and Customer will be liable to pay for the Service from the Service Commencement Date. Renewal Orders will be accepted by City's continuation of Service. For moves, adds or changes agreed to by City, Customer will pay City's then current charges unless otherwise specifically stated in a Service Order.

4. Cancellation and Termination Charges. Unless otherwise set forth in a Service Order:

4.1 If prior to the Service Commencement Date, City determines that: (i) there is a lack of available service, facilities, or other items; (ii) additional work or cost is necessary to enable City to deliver the Services to the Service location; or (iii) there is any other cause beyond City’s control that adversely affects City’s ability to provide the Service, then City may, at City’s sole discretion, either decline to accept or cancel a Service Order without liability. Alternatively, City may notify Customer of any additional charges Customer will be required to pay in excess of the amounts previously specified in a Service Order. If Customer does not agree to pay such additional charges by executing a revised Service Order within five (5) business days of receiving the same, Customer and City shall each have the right to cancel the applicable Service at the applicable Service location or, if no Service Order has been executed, City has the right to decline to accept a pending Service Order.

4.2 Customer may cancel a Service Order (or portion of a Service Order) prior to the Service Commencement Date upon written notice to City identifying the affected Service Order and Service to: [email protected]. If Customer does so, Customer will pay City a cancellation charge equal to the sum of: (1) any applicable third-party termination charges for the canceled Service; (2) one month's monthly recurring charges ("MRC") for the canceled Service; (3)

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the non-recurring charges ("NRC") or waived NRC for the canceled Service; and (4) City's out-of-pocket costs (if any) incurred to provide the canceled Service.

4.3 Customer may terminate a specified Service after the Service Commencement Date upon 30 days' written notice to City. If Customer does so, or if Service is terminated by City as the result of Customer's default, Customer will pay City a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining MRCs for months 1-12 of the Service Term; (3) 50% of the remaining MRCs for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any applicable third-party charges and City's out-of-pocket costs (if any) regarding the Service. The charges in this Section represent City's reasonable liquidated damages and are not a penalty.

5. Scheduled Maintenance. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Order, if scheduled maintenance requires Service interruption City will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance outside business hours.

6. Service Levels.

6.1 Any "Service Level" commitments applicable to Services are contained in the Service Orders applicable to each Service. If City does not meet a Service Level, City will issue to Customer a credit as stated in the applicable Service Order on Customer's request, except that credits will not be provided for Excused Outages. If the Service Order does not address credits, any credits requested and issued shall be equal to the percentage of monthly recurring charges for the applicable duration of the affected Service. "Excused Outages" means (i) scheduled maintenance under Section 5, (ii) other planned outages, (iii) urgent or emergency maintenance, (iv) time when the City is unable to gain access to Customer’s Service Location, if necessary, (v) service issues arising from acts of omissions of Customer or Customer’s representatives or agents, (vi) Customer equipment failures..

6.2 To request a credit, Customer must submit a written request to [email protected] with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month.

Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service.

7. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after City's written notice, or (b) Customer fails to observe or perform any other material term of this Agreement and such failure continues for forty-five (45) days after the City's written notice, then the City may: (i) terminate this Agreement and/or any Service Order, in whole or in part, (ii) suspend any or all of Customer’s Service(s) until Customer cures such default; and/or (iii) subject to Sections 10.1 (Damages Limitations) and 6 (Service Levels), pursue any remedies it may have at law or in equity.

8. Liabilities and Disclaimers.

8.1 Damages Limitations. In no event shall City be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Service Order.

8.2Disclaimer of Warranties. CITY MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,

EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ORDER.

9. Billing and Payment.

9.1 Commencement of Billing. Unless otherwise set forth in a Service Order, billing will commence on the Service Commencement Date.

9.2 Payment of Invoices and Disputes.
(a) Unless otherwise set forth in a Service Order, invoices are delivered or made available monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage-based charges are billed in arrears. Customer's payments to City must be made via an ACH transfer or check in the currency stated on the invoice. Past due amounts

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bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). Additionally, if Customer fails to make payment by the due date, and Customer has not submitted a timely dispute for any or all amounts due, City may:
(1) charge an insufficient funds processing fee if the payment method used has insufficient funds to cover the total invoice amount (2) charge a late fee equal to ten percent (10%) of the amount past due; (3) charge a processing fee for any returned checks or card chargebacks; and (4) suspend or disconnect any or all of the Services without reducing fees or charges for the Services subject to applicable law, and request all City Equipment be returned to City within thirty (30) days. If Service is suspended or disconnected and Customer requests to restart Service, Customer may be subject to reactivation or new installation fees. City may also charge Customer reasonable attorneys' fees and any third-party collection costs City incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) to [email protected]. Disputes must be submitted in writing within 90 days from the date of the invoice. If City determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after City provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. No acceptance of partial payment(s) by City shall constitute a waiver of any rights to collect the full balance owed under the Agreement. (b) By entering the Agreement, Customer agrees to pay the fees and charges in exchange for the Services. Customer further agrees and acknowledges that the Services are provided by virtue of your use of tangible, physical property of City, and as a result, any fees and charges for the Services are imposed for your right to use City’s tangible, physical property, and are therefore exempt from the definition of a “tax” pursuant to article XIII C, section 1(e)(4) of the California Constitution. Customer further understands and agrees that City is providing the Services in a competitive marketplace, that Customer has chosen to enter into the Agreement with knowledge that it can obtain similar services from other service providers, and that Customer may terminate the Agreement and the provision of the Services pursuant to Section 4 of the Agreement. As such, Customer hereby agrees to waive any claims against the City and its employees, officials, and representatives, with respect to the validity of the fees and charges, including without limitation the rates for the fees or charges.

9.3 Taxes and Fees. Customer is responsible for all taxes and fees arising in any jurisdiction imposed on Customer or City, incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), along with similar charges stated in a Service Order (collectively "Taxes and Fees"). This does not include taxes based on City's net income. Some Taxes and Fees, and costs of administering them, are recovered through a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due under this Agreement to City, then Customer must increase the gross amount payable so that, after any deduction or withholding for such withholding Taxes, the net amount paid to City will not be less than City would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees. Customer may present City with an exemption certificate that eliminates City's obligation to pay certain Taxes and Fees. The exemption will apply prospectively.

9.4 Credit Approval and Deposits. Customer will provide City with credit information as requested. City may require Customer to make a deposit as a condition of City's acceptance of any Service Order or continuation of: (a) usagebased Services; or (b) non-usage based Service where Customer fails to timely pay City or City reasonably determines that Customer has had an adverse change in financial condition. Deposits will not exceed two months' estimated charges for Service and are due upon City's written request. When Service is discontinued, the deposit will be credited to Customer's account and the balance refunded.

9.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect provisioning of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after City's notice requesting renegotiation, City may, on a prospective basis after such 30- day period, pass any increased provisioning costs on to Customer. If City does so, Customer may terminate the affected Service without termination liability on notice to City delivered within 30 days of the cost increase taking effect.

10. Customer Premises; Title to Equipment.

10.1 If access to non-City facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of City network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment and network. Title to City-provided equipment (including software) remains with City. Customer will not create or permit to be created any encumbrances on City-provided equipment. Customer is responsible for damage to, or loss of, Cityprovided equipment caused by its acts or omissions, and its noncompliance with the Agreement, or by fire, theft or other casualty at the Service location(s), unless caused by the gross negligence or willful misconduct of City.

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10.2 Any reinstallation, return of or change in location of the City-provided equipment must be approved by City and performed by City at the service rates in effect at the time of service. Customer shall not attach any electrical or other devices to or otherwise alter the City-provided equipment without City’s prior written consent. Customer shall notify City promptly of any defect in, damage to, or accident involving City Equipment, or if City Equipment is stolen or otherwise removed from Customer’s location(s) without Customer’s authorization. Upon termination of the Service(s), Customer must notify City to schedule the return the City-provided equipment. If Customer fails to return the Cityprovided equipment in the same condition as when provided, normal wear and use excepted, Customer may be charged by City for the actual cost of repairing or replacing the City-provided equipment. Customer agrees to pay such charge within 10 days of receipt of the invoice, even if such City-provided equipment is lost (through theft or otherwise) or destroyed.

10.3 City shall have no obligation to install, operate, or maintain Customer-provided equipment. Further, Customer alone shall be responsible for providing maintenance, repair, operation and replacement of all inside Service-related wiring and equipment and facilities on the Customer’s side of the demarcation point. All Customer-provided equipment and wiring that Customer uses in connection with the Services must be fully compatible with the Services. Customer shall be responsible for the payment of all charges for troubleshooting, maintenance or repairs attempted or performed by City’s employees or authorized contractors when the difficulty or trouble report results from Customer-provided equipment or wiring.

11. Acceptable Use Policy and Data Protection. Customer must comply with the Acceptable Use Policy ("AUP"), for Services purchased under this Agreement. City may reasonably change this policy to ensure compliance with applicable laws and regulations and to protect City's network and customers. If Customer will use the Services to process personal data subject to privacy or data protection law that requires specific terms in place with service providers, Customer is responsible for requesting such terms from City.

12. Critical 9-1-1 Circuits. The Federal Communications Commission's 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information ("9-1-1 Data") to public safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 9.19(a)(5). City policies require tagging of any circuits or equivalent data paths used to transport 9- 1-1 Data. Customer will cooperate with City regarding compliance with these rules and policies and will notify City of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data.

13. General Terms.

13.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control ("force majeure event").

13.2 Assignment and Use of Service. Customer may not assign its rights or obligations under this Agreement or any Service Order without the prior written consent of the other party, which will not be unreasonably withheld. However, Customer may assign its rights and obligations under this Agreement or any Service Order without the consent of the City:
(1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganization of that party. Customer shall provide to City written notice within thirty (30) days following any such assignment. Such notice shall include, at a minimum, the assignee’s legal entity name and contact information. This Agreement and all Service Orders will apply to any permitted transferees or assignees. Any assignee of Customer must have a financial standing and creditworthiness equal to or better than Customer's.

13.3 Affiliates. City may use a third party to provide Service to Customer, but City will remain responsible to Customer for Service provisioning and performance. Customer's affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate.

13.3 Notices. City may provide notices under the Agreement to any Customer address identified in a Service Order. Notices to City must be made to the following address:

City of Shafter
Attn: Fiber Optics Division
336 Pacific Ave
Shafter, CA 93263

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Any notice or instrument required to be given or delivered by the Agreement must be in writing and may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid to the foregoing addresses and shall be effective upon receipt thereof. City and Customer may send courtesy notices via email. However, under no circumstances shall the lack of a City courtesy notice affect the validity of an official notice sent to Customer pursuant to the notice requirement set forth above. Any courtesy notices to City shall be sent to [email protected].

13.4 Indemnification.
(a) To the fullest extent permitted by law, Customer will indemnify, defend (with counsel acceptable) to City and hold harmless City and each of its officials, officers, employees, contractors, and agents, from and against any and all claims, suits, expenses (including, without limitation, reasonable attorneys’ fees and costs), losses, demands, actions, causes of action, judgments, fees and costs, of any kind or nature whatsoever (“Claims”), arising from or related to:
(a) any use, attempt to use, or resale of Service by Customer or by any of Customer’s owners, officials, officers, employees, subcontractors, consultants, agents, invitees, or customers; (b) any use, attempt to use, theft, or resale of City-provide equipment by Customer or by any of Customer’s owners, officials, officers, employees, subcontractors, consultants or agents, invitees, or customers; (c) any actual or alleged violation of applicable law by Customer or by any of Customer’s owners, officials, officers, employees, subcontractors, consultants or agents, invitees, or customers; or (d) otherwise arising in connection with any Service or the Agreement, including breach of the terms in the Agreement.
(b) If a Claim is brought against City for which indemnification is required by Customer, City may, in its sole discretion, assume control of the defense of the Claim, with counsel of its own choosing. Customer shall cooperate in such defense and agrees to promptly reimburse City for any reasonable costs and expenses (including attorneys’ fees) incurred by City in connection with the defense of any such Claim. (c) Customer is responsible and acknowledges 100% liability and responsibility for all customer network security systems, firewalls and any other network security necessary to protect Customer’s data, systems or networks.

13.5 Confidentiality.
(a) Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the City Materials and any other information and materials provided by City to Customer in connection with providing the Services, including, but not limited to the contents of this Agreement. For purposes of this Section, “City Materials” means all materials including, but not limited to, any City-provided equipment (including related firmware), software, data and information provided by City, any identifiers or passwords used to access the Service or otherwise provided by City, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto, used by the City to provide the Service. (b) Customer shall indemnify, defend and hold harmless the City, and its officials, officers, directors, employees, volunteers, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Customer’s confidential information.

13.6 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance of it will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party's prior written consent, except a party may use the other party's company name and logo to identify the other party as a customer or service provider of a Service, as applicable.

13.7 Governing Law; Amendment. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Kern, State of California. Each party will comply with all applicable laws, rules and regulations associated respectively with City's provisioning or Customer's use of the Service under the Agreement. This Agreement, including any Service Orders, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) under this Agreement will constitute a waiver of such right(s).

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13.8 Relationship and Counterparts. The relationship between the parties is not that of partners, agents, or joint venturers. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the latter date written below (“Effective Date”)..

City of Shafter Customer:

Authorized Signature Authorized Signature
Name Name
Title Title
Date Date

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CITY OF SHAFTER

COLOCATION SERVICES SCHEDULE
VERSION 03.06.2026

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CITY OF SHAFTER

SERVICE SCHEDULE

COLOCATION LICENSE AND SERVICES

BY EXECUTING A WHOLESALE SERVICE ORDER WITH CITY FOR COLOCATION SERVICES, CUSTOMER IS

OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE WHOLESALE SERVICE – MASTER SERVICE AGREEMENT.

1. GRANT OF LICENSE.

1.1 City owns and operates the fiber hub facility (“Primary Facility”) located at 5821 E Lerdo Highway, Shafter, California 93263, and may also add various secondary facilities (each a “Secondary Facility”) at other locations within the City of Shafter, California. Each may also be referred to as “Facility” and collectively as “Facilities” herein.

1.2 Subject to the terms and conditions contained herein, City grants to Customer, and Customer accepts from City, a license to use designated space within the Primary Facility consisting of the locker space identified in the applicable Service Order (the “Colocation Space”).

1.3 City hereby reserves all rights not specifically granted to Customer, including, without limitation, the right to: (1) access to and use of the Facilities for its own use and for the use of its agents and contractors; (2) grant additional licenses to third parties; and (3) exercise or grant other rights not inconsistent with the rights granted hereunder.

1.4 This license is expressly made subject and subordinate to the terms and conditions of any underlying ground or facilities lease or other superior right by which City has acquired its interest in the Facilities.

Customer agrees to comply with any terms and conditions of such superior right, if any.

1.5 City and Customer expressly agree that this Service Schedule constitutes a mere license and not an interest in any Facility.

2. USE OF THE FACILITY AND COLOCATION SPACE.

2.1 Customer shall access the Facility solely for the purpose of installing, maintaining operating and removing electronic and optronic equipment of Customer (“Customer Equipment”) within the Colocation Space pursuant to the terms of this Service Schedule, and, to the extent authorized in an approved Service Order, for interconnecting and cross-connecting with City’s and others’ communications networks, and for no other purpose.

2.1.1 Customer shall not interfere, or allow the operation of Customer Equipment to interfere, with City or any other occupant of the Facility, or their equipment or operations.

2.1.2 Except as otherwise provided herein, Customer Equipment shall remain the sole property of Customer. Customer expressly disclaims any right, title, or interest in or to any of City’s equipment or property, or in that of any of City’s customers, agents or licensees, whether located in the Facility or the Colocation Space, or elsewhere.

2.1.3 Customer may not use the Colocation Space for storage other than the storage of limited numbers of tools and spare parts for use in maintaining the Customer Equipment. Customer shall not overburden the Colocation Space by exceeding eighty percent (80%) of the Colocation Space’s total volume or exceed the Colocation Space’s weight loading limits, as reasonably determined by City.

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2.1.4 Customer shall not use, create, generate, store, deposit, dispose of or allow any Hazardous Substances on, in, under, or about the Colocation Space or Facilities in violation of any federal, state, or local law, rule, regulation, order, decree or other applicable requirement. For purposes of this Service Schedule “Hazardous Substance” shall mean any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any federal, state, or local law, rule, regulation, order, decree or other applicable requirement or by any applicable governmental authority.

2.1.5 Customer and its employees, agents and contractors shall abide by and observe all City’s rules and regulations for the maintenance and use of the Facility. Notice of the rules and regulations will be posted or provided to Customer. City may periodically amend or supplement the rules and regulations at its sole discretion.

3. INSTALLATION AND ALTERATIONS.

3.1 Installation of Customer Equipment. Customer shall be solely responsible at its sole cost and expense to install, operate, maintain and remove Customer Equipment within the Colocation Space. Except to the extent expressly authorized by this Service Schedule and an approved Service Order, Customer may not access or use any space, conduits, innerducts, shafts, risers, fiber, wiring or cabling, or make any connections with any other customer of the Facility or consume any electricity or other utilities within the Facility.

3.1.1 Customer shall complete all work within the Colocation Space and Facility with care, in a professional and workmanlike manner, and in compliance with all applicable laws, including any required permits.

City reserves the right to disapprove or require the removal of any contractor or subcontractor selected by Customer for work in the Facility.

3.2 Interconnection of Customer Equipment to City and to Other Customers. Customer may not undertake any activity or interconnect Customer Equipment with any lines, conduits or fiber within the Facility outside of the Colocation Space except to the extent permitted in an approved Service Order. City shall, on Customer’s behalf, interconnect any and all Customer Equipment to City’s facilities, conduits, lines, and fiber, and perform splicing, at Customer’s sole expense. Customer may not cross connect or permit the cross-connection of its Customer Equipment, conduits and/ or cross-connect conduit(s), as well as the vertical risers and horizontal pathways of the Facility, for any reason whatsoever to that of any other licensee, tenant and/or third party (including, but not limited to, Customer’s customers) without the consent of City in an approved Service Order.

3.3 Customer Cost Responsibility. In addition to any recurring fees as outlined in the Service Order for Colocation Services, Customer shall pay or cause to be paid all costs and charges:

3.3.1 For work done by Customer or caused to be done by Customer on or about the Facility,

3.3.2 For all materials furnished for or in connection with such work; and

3.3.3 For alterations or additions to the Facility or equipment that require City to incur costs.

3.3.4 All other costs or expenses incurred by City arising out of or related to work done by or for the benefit of Customer.

3.4 Facility Entry/Exit Connections. Customer may not construct, own, lease or use Customer’s own entrance or exit facility connections, communications fibers, and/or conduits from the public right-of-way through, in or over the property on which the Facility is located and within the Facility up to Customer’s Colocation Space and/or Customer Equipment, or any other portion of the Facility without City’s express written consent in an approved Service Order. Any such unauthorized attempt to construct, own, lease or use Customer’s own entrance or exit facility connections and/or conduits, for any reason whatsoever shall constitute a material default under this Service Schedule by Customer.

4. SUPPORT SERVICES PROVIDED BY CITY.

4.1 Unless a separate line item charge is stated in the Service Order, City shall provide the following support services for Customer included in the fee for the Colocation Space:

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4.1.1 HVAC sufficient to maintain an ambient temperature of 50° F to 86° F and relative noncondensing humidity.

4.1.2 Commercial Level AC Power

4.1.3 Interconnections and crossconnections.

4.1.4 Emergency standby generator support with automatic transfer switch.

4.1.5 Security access control systems with main door and perimeter gate.

4.1.6 Spatially diverse conduit building entrance pathways

4.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT CITY SHALL HAVE NO DUTY TO MONITOR, MAINTAIN, OR CARE FOR CUSTOMER EQUIPMENT.

5. ACCESS TO FACILITY.

5.1 All Customer access to the Facility and Colocation Space must be supervised by City staff. The following procedures apply.

5.1.1 Non-emergency access is only permitted during the City’s normal business hours: Monday through Friday, 7AM to 5PM, excluding City holidays. Prior to accessing its Colocation Space and the Facility, Customer shall provide written notice to City staff by email to [email protected] at least twenty-four (24) hours in advance. Access outside of normal business hours is subject to the emergency access procedures below.

5.1.2 If the Customer requires emergency access in order to correct a bone fide imminent threat of harm or damage to Customer Equipment or an outage or operational breakdown significantly compromising the operation of Customer Equipment, Customer shall contact the City at 661-746-8929 to arrange remote and/or physical access as is necessary.

5.2 Customer shall abide by City rules and procedures relating to the use of, access to, or security measures with respect to the Facility and shall use all access control devices provided by City as may be updated from time to time in City’s sole discretion. If an unauthorized person gains access to a Facility through use of access cards, keys or other access devices provided to Customer, Customer shall be responsible for any damages incurred as a result thereof. Customer shall be responsible for the cost of replacing any security devices lost or stolen after delivery thereof to Customer.

5.3 Customer shall at all times ensure that its access to the Facility complies with all applicable noise ordinances and that it does not otherwise cause a nuisance or disturbance to the surrounding neighbors.

5.4 City and its agents, employees and contractors shall have the right to enter the Facility and Colocation Space at any time for any reason, including without limitation for the purpose of inspecting or auditing compliance, posting notices of non-responsibility, supplying any service to be provided by City, showing the Facility to prospective licensees, purchasers or mortgagees, making necessary alterations, additions or repairs, performing Customer’s obligations if Customer has failed to do so or responding to an emergency.

6. TAXES. Customer shall be liable for and shall pay all taxes levied against the property owned by it and located on or about the Facility. City hereby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Customer acknowledges that this Service Schedule may create a possessory interest and Customer may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107.

7. ACCEPTANCE OF COLOCATION SPACE. The installation of Customer Equipment by Customer shall be conclusive evidence that Customer accepts the Colocation Space, that it is suitable for the use intended by Customer and is in satisfactory condition at the time the Customer Equipment was installed.

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8. MAINTENANCE OF COLOCATION SPACE. Customer, at its own cost and expense, shall protect, maintain and keep in good order the Colocation Space and any equipment in the Colocation Space, and shall ensure that neither Customer nor its agents, contractors or invitees damage any part of the Facility, the Colocation Space or any equipment located in or about the Facility, and shall not allow any debris or supplies to be left in or about the Facility.

Customer shall not maintain or permit any nuisance or violation of governmental law, rule, regulation or ordinance with respect to the Facility. Customer shall ensure that neither its employees, agents nor invitees shall permit any explosive, flammable or combustible material or any hazardous or toxic materials, as defined under state, federal or local laws or regulations, to be located in or about the Facility, except in compliance with all applicable laws and regulations.

9. MECHANIC’S LIENS. Customer shall indemnify City against and hold City and the Facility free and clear of and from all mechanics’ liens and claims of liens, and all other liabilities, liens, claims and demands on account of such work done by or on behalf of Customer. If any such lien is filed at any time against the Facility, or any part thereof, Customer shall cause such lien to be discharged of record within ten (10) days after the filing thereof, except that if Customer desires to contest such lien, it will furnish City, within such ten-day period, security reasonably satisfactory to City of at least 150% of the amount of the claim, plus estimated costs and interest. If a final judgment establishing the validity or existence of a lien for any amount is entered, Customer shall pay and satisfy the same without delay. If Customer fails to pay any charge for which a mechanics’ lien has been filed, and has not given City security as described above, City may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys’ fees incurred in connection with such lien, will be immediately due from Customer to City. At least fifteen (15) days before commencement of any work (including but not limited to any maintenance, repairs, alterations, additions, improvements or installations) in or to the Facility or the Colocation Space by or for Customer, Customer will give City notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work. City shall have the right to post notices of nonresponsibility or similar notices on the Facility in order to protect the Facility against any such liens.

10. COMPLIANCE WITH LAWS. Customer shall at Customer’s own cost and expense, comply with all federal, state, and local laws, rules, regulations, ordinances and requirements, whether now in force or hereinafter enacted, relating to Customer’s use of the Facility. Customer will obtain all required permits and licenses pertaining to the installation, operation, maintenance and repair of its equipment in the Facility.

11. WAIVER OF LIABILITY; INDEMNIFICATION.

11.1 CUSTOMER EXPRESSLY ACKNOWLEDGES THAT CITY INTENDS TO ALLOW OTHER CUSTOMERS TO INSTALL EQUIPMENT IN THE FACILITY. CUSTOMER EXPRESSLY AGREES THAT CITY

SHALL HAVE NO LIABILITY FOR ANY DAMAGES, COSTS, OR LOSSES INCURRED BY CUSTOMER CAUSED

BY THE EQUIPMENT, ACTS, OR FAILURE TO ACT OF SUCH OTHER CUSTOMERS, THEIR EMPLOYEES, CONTRACTORS OR AGENTS.

11.2 In addition to Customer’s indemnification obligations and requirements provided in the applicable City Commercial General Terms and Conditions or the Wholesale Service – Master Service Agreement, Customer agrees to indemnify and hold harmless and defend City, its officials, officers, employees, volunteers, contractors, and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities, judgments, and expenses (including without limitation attorneys’ fees and court costs) incurred in connection with or arising from:

11.2.1 The use or occupancy of the Facility by Customer or any person, agent, contractor, or invitee claiming under Customer;

11.2.2 Any activity, work, or thing done or permitted by Customer or Customer’s employees, agents, contractors, invitees, licensees or visitors in or about the Facility;

11.2.3 Any acts, omissions, negligence or willful misconduct of Customer or any person claiming under Customer, or the employees, agents, contractors, invitees, licensees or visitors of Customer;

11.2.4 Any breach, violation, or nonperformance by Customer or any person claiming under Customer or the employees, agents, contractors, invitees, licensees or visitors of Customer of any term, covenant, or provision of this Service Schedule, or any law, statute, ordinance or governmental requirement of any kind; or

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11.2.5 Except for loss that is proximately caused by or results proximately from the gross negligence of City, any injury or damage to the person, property, or business of Customer, its employees, agents, contractors, invitees, licensees, visitors, or any other person entering the Facility under the express or implied invitation of Customer.

11.3 If any action or proceeding is brought against City, its employees, contractors or agents by reason of any such claim, Customer shall, on notice from City, defend the claim at Customer’s expense with counsel reasonably satisfactory to City. Notwithstanding the foregoing, City may, in its sole discretion, assume control of the defense of the claim, with counsel of its own choosing. Customer shall cooperate in such defense and agrees to promptly reimburse City for any reasonable costs and expenses (including attorneys’ fees) incurred by City in connection with the defense of any such claim.

11.4 The obligations of this section shall survive the expiration or other termination of this Service Schedule.

12. INSURANCE.

12.1 During the term of this Service Schedule, Customer shall, at Customer’s sole cost and expense, keep in full force and effect the following insurance:

12.1.1 Commercial General Liability. The Customer shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.

Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.

Commercial General Liability Insurance must include coverage for the following, if applicable:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Service
(6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Customers Coverage
The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.

The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.

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The general liability program may utilize either deductibles or provide coverage excess of a selfinsured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.

12.1.2 Automobile Liability. At all times during the performance of the work under this Agreement, the Customer shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.

Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).

The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.

Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a selfinsured retention.

12.1.3 Workers’ Compensation/Employer’s Liability. Customer certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.

To the extent Customer has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Customer shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Customer shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.

12.1.4 Professional Liability (Errors and Omissions). At all times during the performance of the work under this Agreement the Customer shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Customer. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

12.1.5 Minimum Policy Limits Required. The following insurance limits are required for the Agreement:

Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Defense costs shall be payable in addition to the limits.

Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any

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insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.

12.1.6 Evidence Required. Prior to execution of the Agreement, the Customer shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein.

Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements.

All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

12.1.7 Policy Provisions Required.

Customer shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Customer shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Customer shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.

The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Customer’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.

The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Customer shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Customer shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.

All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Customer or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Customer hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Customer from liability in excess of such coverage, nor shall it limit the Customer’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

12.1.8 Qualifying Insurers
All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

12.1.9 Additional Insurance Provisions
The foregoing requirements as to the types and limits of insurance coverage to be maintained by Customer, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or

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qualify the liabilities and obligations otherwise assumed by the Customer pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.

If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Customer or City will withhold amounts sufficient to pay premium from Customer payments. In the alternative, City may cancel this Agreement.

The City may require the Customer to provide complete copies of all insurance policies in effect for the duration of the Services.

Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

12.1.10 Subconsultant Insurance Requirements. Customer shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Customer, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

13. CONDEMNATION. If at any time during the term of the Agreement all or substantially all of the Facility shall be taken in the exercise of the power of eminent domain by any governmental or other authority, or by deed in lieu of condemnation, then Customer may terminate this Service Schedule by providing written notice to City, which termination shall be effective as of the date of the vesting of title in such taking. Customer shall not be entitled to pursue its own separate award with respect to such taking.

14. DAMAGE OR DESTRUCTION OF FACILITY .

14.1 In the event of any damage or destruction of the Facility, City shall give prompt notice to Customer of such damage. If the damage is minor, as determined in City’s sole discretion, City shall repair and/or rebuild the Facility to substantially the same condition it was in prior to the damage, completing the same with reasonable speed.

In the event that such repairs are not completed within a reasonable time, Customer shall thereupon have the option to terminate the Service Schedule; such option shall be the sole remedy available to Customer against City under these terms and conditions with respect to this matter.

14.2 If the damage or destruction to the Facility is substantial, and such rebuild is not technically or economically feasible, as determined in City’s sole discretion, City shall have the right to: a) terminate the Service Schedule upon notice to Customer, such termination shall be effective as of the date of such notice and the fees for Colocation Service paid by Customer shall be abated and modified accordingly; or b) relocate the Facility or all or any portion of the Colocation Space designated for the Customer Equipment. Following receipt of such relocation notice, Customer may relocate the Customer Equipment, at Customer’s cost, to the new Facility or Colocation Space. If the Customer deems the relocated Facility or Colocation Space unfit for its needs, Customer may terminate the Service Schedule upon notice to City.

15. SURRENDER OF THE COLOCATION SPACE. Within fifteen (15) days following the expiration or earlier termination of this Service Schedule, Customer shall remove Customer Equipment, and other personal property owned by Customer from the Facility at Customer’s expense. Customer shall surrender the Colocation Space in good condition, reasonable wear and tear excepted. If Customer fails to remove its Customer Equipment and other personal property from the Facility and restore the Colocation Space within thirty (30) days after the date of expiration or other termination, City may remove such items and perform such restoration at Customer’s sole cost and expense.

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CITY OF SHAFTER

SERVICE SCHEDULE

DARK FIBER RING LEASE

BY EXECUTING A WHOLESALE SERVICE ORDER WITH CITY FOR DARK FIBER RING SERVICES, CUSTOMER IS

AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SERVICE SCHEDULE IN ADDITION TO THE CITY WHOLESALE SERVICE – MASTER SERVICE AGREEMENT, AND THE OTHER APPLICABLE CITY TERMS AND POLICIES INCORPORATED THEREIN BY REFERENCE. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE WHOLESALE SERVICE – MASTER SERVICE AGREEMENT.

1. DEFINITIONS
Activation Date. The earlier of (i) the date on which Customer begins using the Leased Ring Route or (ii) the date of the final Completion Notice, under Section 4.1.

Customer Contact. The Customer representative as identified in the Wholesale Service Order for Dark Fiber to whom City will notify of its maintenance schedules.

City Contact. One or more representatives of City to whom Customer can call to report any damage to, or perceived damage to, or failure, interruption or impairment of, the Leased Ring Route.

Completion Notice. A written notice issued by the City to Customer, delivered in writing to the Customer’s Contact identified in the Order, confirming that the Leased Ring Route meets the Fiber Specifications.

Dark Fiber. A strand of dedicated optical fiber within the City’s Network, without optronics or electricity, and which are not “lit” or otherwise capable of transmitting data without the addition of electronics or optronics.

Demarcation Point. A boundary point at the splice points of the Leased Ring Route where fibers from Customer’s system are joined to the Leased Ring Route. The side of the Demarcation Point on which City is located is the City’s side of the Demarcation Point, and the other side of the Demarcation Point is Customer’s side of the Demarcation Point.

Fiber Specifications. The standards attached hereto as Exhibit A and incorporated herein by this reference.

Dark Fiber Ring. A strand of Dark Fiber forming a closed-loop or ring topology connecting multiple sites.

Network. City’s fiber optic communications system which includes Dark Fiber.

Required Rights. All rights, licenses, contracts, vendor consents, permits, authorizations, franchises, rights-of-way, colocation agreements, leases, and other approvals that are necessary for City to operate the Network.

Leased Ring Route. All Segments that form a Dark Fiber Ring collectively comprise the Leased Ring Route.

Segment. A span of Dark Fiber strand(s) between two sites within the Leased Ring Route as specified in the Service Order.

2. RING CONFIGURATION

2.1 Any Customer seeking to access or use Dark Fiber within the Wonderful Logistics Center shall obtain a Leased Ring Route.

The ring design, configuration, and efficacy with the City’s Network shall be subject to the City’s prior written review and approval, which approval shall be made in the City’s sole discretion. Any required expansion of the City’s existing fiber infrastructure paths to service Customer’s end users shall be designed by the City. Once prior written approval is issued by the City, all construction for such expansion shall be completed by the Customer, at Customer’s sole cost and expense and in accordance with all applicable laws and regulations.

2.2 Customer, at its sole cost and expense, shall complete the Leased Ring Route infrastructure installation and implementation process; provided, however, that: (a) any splice-work needed on the Leased Ring Route shall be performed

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exclusively by the City or its authorized agents; and (b) any required expansion of the City’s existing fiber infrastructure paths shall be designed and constructed by the City, at Customer’s sole cost and expense. Customer is not permitted to perform splices on the Leased Ring Route.

2.3 Customer is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Customer agrees to fully comply with such Prevailing Wage Laws. Customer shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Customer and its agents and contractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

3. GRANT OF LEASE

3.1 From and after the Activation Date, City leases to Customer for the Service Term, with no accompanying telecommunications service, the Leased Ring Route in accordance with and subject to the terms and conditions set forth in this Dark Fiber Schedule, the Wholesale Service Order and the Wholesale Master Services Agreement. For Dark Fiber Ring Services, the Service Commencement Date (as the term is defined in the Wholesale Master Services Agreement) shall be the Activation Date. Customer has the right to use the Leased Ring Route for Customer’s own internal purposes or to provide broadband internet access, telecommunications, information services and other services. Nothing in this Dark Fiber Schedule shall be construed as a guarantee or a contractual right of Customer that City will consent to and/or honor any requests to lease additional Dark Fiber. This grant of the lease by City to Customer shall not be construed or deemed to be a sale or conveyance of any interest in real or personal property to Customer, Customer representatives, end users, or any other third party other than the lease as described herein. Upon the expiration of the Service Term or earlier termination of the Service Order pursuant to the Dark Fiber Schedule or GTCs, Customer’s right to use the Leased Ring Routes shall revert to City and Customer shall have no right to access or use the Leased Ring Routes.

3.2 The City’s leasing of its Dark Fiber to Customer is non-exclusive. Nothing in this Dark Fiber Schedule is intended to limit City’s right to use, or right to lease or license additional Dark Fiber, or other City property, facilities, or equipment to other third parties or for City’s own use.

3.3 If Customer fails to use the Leased Ring Route within twelve (12) months of City’s issuance of the Completion Notice, the City shall have the right to terminate the Service Order and/or Wholesale Master Services Agreement, reclaim possession and control of the Leased Ring Route, and make the Leased Ring Route available for use by other customers, without liability to Customer.

4. DELIVERY AND TESTING

4.1 Testing and Completion Notices. Customer understands that the City shall issue a Completion Notice when the Leased Ring Route is available for Customer use. Unless Customer submits a written request for testing within ten (10) business days following issuance of the Completion Notice, the Leased Ring Route will not be tested to verify conformance with the Fiber Specifications. If Customer timely requests testing, the parties shall coordinate reasonable testing procedures to verify compliance with the Fiber Specifications. Following completion of such testing, Customer shall have five (5) business days to notify City in writing that Customer rejects the Leased Ring Route based on a failure to meet the Fiber Specifications.

Any such rejection notice must specifically identify the Fiber Specification(s) that are not satisfied. Upon receipt of such written rejection notice, City shall take such steps reasonably necessary to cause the Leased Ring Routes to meet the Fiber Specifications, at which time City shall issue a new Completion Notice and the acceptance process described above shall be repeated. Any Completion Notice for which Customer does not timely submit either (i) a request for testing or (ii) a written rejection notice in accordance with this Section 3.1 shall be deemed accepted and shall constitute the final Completion Notice.

Customer’s failure or delay to notify City of any rejection of the Leased Ring Routes or Customer’s failure or delay to utilize the Leased Ring Routes on or after the date of the Completion Notice shall not prevent City from billing Customer for the Leased Ring Routes in accordance with the terms of the Agreement.

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4.2 Third Party Charges. Customer shall reimburse City for any and all charges assessed or imposed on City by third parties, which may be incurred by City in accommodating Customer’s use of Leased Ring Route within City, or as required by law relating to this Dark Fiber Schedule. City will advise Customer, in advance, of potential or anticipated costs imposed by third parties for accommodating Customer’s use of Leased Ring Route and which are directly attributable to Customer, to the extent City is aware of those charges in advance and can obtain an estimate from that third party. If Customer does not agree to the charge imposed by the third party, then Customer shall be responsible for negotiating with that third party and shall hold City harmless from any claim of delay in completing the subject work due to Customer's negotiations of the third-party charges.

If Customer chooses not to pay the third-party charges, then City shall not perform the work requested by Customer.

5. USE AND ACCESS

5.1. Configuration and Operation. Except as otherwise provided in Section 2, Customer expressly acknowledges and agrees that City is not supplying, nor is City obligated to supply, to Customer any optronic or electronic equipment or related facilities necessary for Customer to use or “light” the applicable Leased Ring Route, all of which will be supplied by Customer at Customer’s sole cost and expense. Customer shall be responsible for the configuration and operation of Customer’s own network facilities which will connect to, or interface with, the Leased Ring Route, including the provisioning of all facilities, network equipment, testing equipment and procedures, maintenance, and other matters necessary to utilize the Leased Ring Route, all at Customer’s sole cost and expense and with no cost, expense or liability of City. Customer is solely responsible for monitoring the Leased Ring Route or any light traversing therein and for notifying City of any problems with the Leased Ring Route, all at Customer’s sole cost and expense.

5.2 Demarcation Points. Customer shall assume ownership, installation, and maintenance responsibility for Customer’s own network facilities beginning at the Demarcation Point, as further detailed in this Section 5. At each Demarcation Point, City shall provide a capped, stubbed-out conduit, approximately one (1) foot in length, and a fiber drop cable for splicing purposes. Customer shall only access the Leased Ring Route from Customer’s side of the Demarcation Points specified in the Service Order. Demarcation Points may be added by request of Customer and as approved by City, in City’s sole and absolute discretion. Any Demarcation Points added by City shall be included in a Service Order as mutually agreed to by the Parties and will be subject to applicable Fees stated therein. All Demarcation Points are an integral part of City and are the property of City. City will splice Customer-provided fiber cable to the Leased Ring Route at designated Demarcation Points; Customer is not permitted to perform splices without express prior written authorization from City, in City’s sole and absolute discretion. Customer is prohibited from accessing, directly or indirectly, City, or any part thereof, including the Leased Ring Route, except as specified in this Section 4.

5.3 End User Requirements. In addition to the provisions of the Wholesale Master Services Agreement relating to end users, Customer shall ensure that any end users of the Leased Ring Route comply with the City’s Acceptable Use Policy.

6. REQUIRED RIGHTS

6.1 City has obtained, and shall use good faith efforts to cause to remain effective throughout the Service Term, all Required Rights for City’s Network. The lease shall be subject and subordinate to the terms and conditions of City’s Required Rights. Customer represents, warrants and covenants that it will use the Leased Ring Route in compliance with and subject to the requirements, restrictions, and limitations, and safety, operational and other rules and regulations imposed in connection with the Required Rights.

6.2 Notwithstanding anything to the contrary in this Dark Fiber Schedule and the Wholesale Master Services Agreement , it is expressly understood that Customer shall be solely responsible for compliance with all legal and regulatory requirements associated with Customer’s construction, business, operation and use of the Leased Ring Route and Customer’s receipt and acceptance of the lease including, without limitation, maintaining all required franchises, permits, authorizations, private easements, licenses, approvals and other consents, and City shall have no responsibility or liability whatsoever in connection therewith. Should Customer fail to comply with any legal, regulatory, or other requirements, City shall have the opportunity, but not the obligation, to step in to comply with such requirements. In that event, Customer shall promptly pay to City all of City’s costs and expenses, including attorneys’ fees and costs, incurred as a result of complying with such requirements.

7. RELOCATION
City will provide Customer at least ninety (90) calendar days’ prior written notice of City’s need to relocate any Segment and/or Demarcation Points. In the event of an emergency, where City in its sole discretion must relocate any Segment and/or

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Demarcation Points sooner than ninety (90) calendar days as addressed above, then City will provide Customer as much advance notice as is reasonably practicable under the circumstances. If any Segment is required to be replaced as a result of such relocation, then such Segment shall meet the Fiber Specifications, unless otherwise mutually agreed to in writing by the Parties. In any relocation, City will use good faith efforts to avoid or minimize each of the following: (i) any interruption to Customer’s enjoyment of the Leased Ring Route, (ii) any impact on the route diversity of Customer’s network, and (iii) any impact on Customer’s ability to carry traffic on the Leased Ring Route with the equipment Customer was using on the Leased Ring Route prior to such relocation. In the event of relocation required by a third party, City will use good faith efforts to minimize disruption to the functionality and Customer’s use of the Leased Ring Route. City will use reasonable and good faith efforts to have the third party pay all costs and expenses associated with such third party required relocation, but reserves the right, in City’s sole and absolute discretion, to require Customer to reimburse a pro rata share of City’s actual costs and expenses based on the number of fibers being relocated. In the event Customer requests relocation of any Segment and/or Demarcation Points or if such relocation is necessitated by acts or omissions of Customer or any Customer Representatives or End Customers, then Customer shall pay all costs and expenses associated with such relocation at no cost or expense to City. In the event of relocation as contemplated herein, any fee for the use of Leased Ring Route shall not be abated for any period of time that Customer’s use of the Leased Ring Route is interrupted, interfered with, or otherwise inoperable as a result of any such relocation.

8. MAINTENANCE

8.1 General. City will maintain the Leased Ring Route in good operating condition throughout the Service Term and in accordance with the Fiber Specifications. Maintenance obligations of City as provided in this Dark Fiber Schedule do not apply to fiber optic facilities not owned by City including, without limitation, any and all facilities owned and/or operated by Customer, Customer Representatives, End Customers, or other third parties.

8.2 Contact Persons/Trouble Tickets.
(a) On each Wholesale Service Order for Dark Fiber, Customer shall provide the Customer Contact to City, and Customer shall promptly update same as changes occur. If Customer fails to keep City informed of its current Customer Contact, then City shall not be held liable or responsible for any failure to meet any notification or response requirements set forth in this Dark Fiber Schedule or an Service Order as a result therefrom. (b) City shall provide to the Customer Contact, and promptly update as changes occur, the telephone number of the City Contact.
(c) Prior to Customer reporting to City any damage to, or perceived damage to, or failure, interruption or impairment of the Leased Ring Route, Customer shall make all commercially reasonable efforts to determine that the problem is not being caused by issues on Customer’s side of the Demarcation Points. (d) City reserves the right to invoice Customer for the actual costs and expenses incurred by or on behalf of City to respond to a report from Customer via a trouble ticket or otherwise where the cause of the problem occurred on the Customer’s side of the Demarcation Points, and Customer shall promptly reimburse City all such costs and expenses listed on the invoice upon Customer’s receipt of same.

8.3 Routine Monitoring; Routine Maintenance.
(a) City shall undertake timely maintenance and repairs to cure any determined deficiencies in the Leased Ring Route located on City’s side of the Demarcation Points. Customer is responsible for, and shall undertake, at its sole cost and expense, all maintenance and repairs on Customer’s side of the Demarcation Points and for monitoring of the Leased Ring Route. Where routine monitoring reveals a potential maintenance issue, each Party shall, with regard to their respective facilities, take reasonable and timely steps to address the issue prior to it affecting the operation or functionality of their respective facilities. With regard to emergency repairs, see below at Section 7.4 of this Dark Fiber Schedule. (b) Customer may, at its sole cost and expense, conduct independent diagnostic testing, fault isolation, repair verification, and end-to-end network testing, as it deems appropriate, on Customer’s side of the Demarcation Points. Customer may notify City Contact in writing if it is determined, as a result of its independent testing and surveillance programs, review of City-provided reports, or otherwise, that any part of the Leased Ring Route does not conform to the Fiber Specifications. The Parties shall confer in good faith and as reasonably necessary to expedite trouble resolution and resolve possible differences in interpretation of trouble reports.

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(c) City, at its sole cost and expense, shall schedule and perform necessary alterations and routine operations, maintenance and repairs to City. City shall identify the time, location, and nature of each alteration or maintenance and repair job potentially affecting the Leased Ring Route and shall notify the Customer Contact of such work via email or facsimile transmission at the earliest possible time but not less than five (5) business days prior to the scheduled time for such work unless such work is an emergency.

8.4 Emergency Repairs.
(a) City shall provide all equipment, personnel, supervision, certified fiber optic splicers, consumable materials, equipment, tools, construction equipment and machinery, utilities, transportation, and other facilities and work as City in its sole discretion deems necessary for the proper execution and completion of temporary and permanent emergency restoration for the proper operation of the Network, as outlined in the following subsections. (b) City shall provide emergency maintenance response and restoration services, including appropriate supervision, technical expertise, labor, equipment, and materials to assess and restore functionality to the Network when necessary for the proper functioning of the Network.
i. Emergency Service Definition. An emergency is defined as an abrupt failure of the Network’s functionality.

City will provide emergency restoration services to splice or bridge around the fiber failure involving the Network. This service will be provided for all City Network up to and including patch panel terminations. ii. Status Reports. City will initiate no less than hourly and on demand status reports to the designated Customer Contact during emergency temporary restoration, or such time period as is practicable. City will communicate all information regarding the condition and restoration through the City Contact. iii. City Network Demarcation. Emergency restoration services to be provided by City under the Dark Fiber Schedule and the Wholesale Master Services Agreement are in support of the Leased Ring Route owned by City. In no event is City required to provide support or services to troubleshoot issues with Customer’s equipment and/or other network facilities. iv. Permanent Restoration. After temporary restoration is complete, City will use reasonable efforts to initiate a permanent repair and site restoration plan within four (4) business days thereof.

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EXHIBIT “A”

FIBER SPECIFICATIONS

1. FIBER TESTING
The City will perform fiber testing of the Leased Ring Route from the fiber test locations as shown in Table 1: Fiber Testing. Test results will be provided to Customer for the test(s) performed.

The fiber testing will conform to the standards specified in Section 2 below.

Any testing performed by the City from Customer facilities in cooperation with Customer is for the limited purpose of qualifying the Leased Ring Route Segment(s).

OTDR testing is used to measure span distance, splice loss, intermediate fiber panel/jumper loss, and fiber panel connector reflectance.

Power Loss testing is used to measure overall span loss and ORL.

Table 1: Fiber Testing
Fiber Testing
Location
Fiber Testing
Location
Uni-directional
OTDR @ 1310nm
& 1550nm3
Bi-directional
OTDR @
1310nm &
1550nm
Bi-directional
Power Loss @
1310nm &
1550nm
City Fiber Panel City Fiber Panel Yes3 Yes Yes4
City Fiber Panel Network Splice Yes3 No No4
Network Splice Network Splice No No No4
City Fiber Panel Customer Fiber
Panel1,2
Yes3 Yes Yes4
Network Splice Customer Fiber
Panel1,2
Yes3 No No4
1Customer Fiber Panel must be located within City of Shafter, on a Customer lateral. 2Fiber loss of Customer fiber lateral and fiber panel connector(s) will be excluded when determining performance compliance of the Leased Ring Routes. If Customer does not provide access to the Customer Fiber Panel, the Fiber Test Location will be considered a Network Splice. 3Uni-directional OTDR testing will only be done from a fiber panel. 4Bi-directional OTDR and power loss testing will only be done from fiber panel to fiber panel.

City Fiber Panel = City Fiber Termination Panel that is owned by the City for the provision of the Leased Ring Routes to Customer.

Customer Fiber Panel = Customer Fiber Termination Panel that is owned by Customer.

Network Splice = Splice location where the Licensed Fiber is spliced to another dark fiber service provider’s fiber or Customer-owned fiber in a City manhole or handhole.

Intermediate Fiber Panel/Jumper Loss = a fiber panel owned by the City that exists in between the City Fiber Panel and the Customer Fiber Panel for purposes of jumping cable in between two panels

2. FIBER AND CONNECTOR STANDARDS
(a) Fiber Type
The Leased Ring Route is single mode G.652.D fiber.

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(b) Connector Standards
The City uses LC/UPC connectors. The insertion loss and reflectance of a mated connector pair measured at 1550nm will be less than or equal to the value in Table 2: Connector Standard.

Table 2: Connector Standard
Test Type Test Wavelength Test Standard
Connector Insertion Loss 1550nm ≤0.5 dB
Connector Reflectance 1550nm ≤-30 dB
(c) Fiber Continuity
The City will ensure that there are no fiber crosses on the assigned Leased Ring Route on the City’s side of the Demarcation Points between the last splice point before the Customer’s lateral splice point/expansion.. Any fibers that cross in the route on the City’s side of the Demarcation Points will be remedied by the City at the City’s expense. (d) Fiber Labeling
The City will label the fibers and/or fiber ports assigned to the Customer with a Circuit Identifier. (e) Optical Fiber Characteristics
The optical fiber characteristics of the Leased Ring Routes are as shown in Table 3: Optical Fiber Characteristics.

Table 3: Optical Fiber Characteristics
Fiber Type G.652.D
Mode Field Diameter 9.2 ± 0.4um
Attenuation
@1310nm ≤0.40dB/km
@1383nm ≤0.40dB/km
@1550nm ≤0.30dB/km
@1625nm ≤0.40dB/km
Dispersion @1285~1330nm ≤3.5ps/(nm.km)
@1550nm ≤18ps/(nm.km)
Zero dispersion wavelength 1300nm – 1324nm
Cable cut off wavelength 1260nm
(f) Field Splice Standards
A fiber launch reel will be used to overcome the OTDR dead zone when testing fiber splices.

All fiber splices will be fusion splices and protected with fiber splice heat shrinks/sleeves. Fiber splice loss will be less than or equal to the values in Table 4: Fiber Splice Loss. The fiber splice standards in this exhibit only apply to the Leased Ring Routes. Customer-provided fiber cables will be spliced on a best effort basis only.

Table 4: Fiber Splice Loss
1Fiber
splices that show as “gainers” shall be recorded as a loss when calculating the bi-directional average. (g) Span Loss (Attenuation)
Wavelength Cable Cable Test Type dB Loss
1550nm Loose Tube Loose Tube Uni-directional ≤0.25
1550nm Loose Tube Loose Tube Bi-directional1 ≤0.20
1550nm Ribbon Ribbon Uni-directional ≤0.40
1550nm Ribbon
Ribbon
Bi-directional1 ≤0.35

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The span fiber loss at 1550nm as measured by a light source and power meter will not exceed the following:

Maximum Allowable Span Fiber Loss = (A * L) + (SL * N) + (SR * N) + (0.5 * C) A = 0.25 dB per km (at 1550 nm)
L = Optical length of cable measured in km (from OTDR trace) SL = Bi-directional loose tube splice loss as shown in Table 4: Fiber Splice Loss SR = Bi-directional ribbon splice loss as shown in Table 4: Fiber Splice Loss N = Number of splices in the span
C = Number of mated connector pairs in the span. The connector loss will not exceed 0.5dB per mated pair
(h) Optical Return Loss (Attenuation)
The maximum ORL on the Leased Ring Route at 1550nm will not be less than 32dB (an ORL of 32 is better than an ORL of 27).

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CITY OF SHAFTER

SERVICE SCHEDULE

DEDICATED POINT-TO- POINT DARK FIBER LEASE

BY EXECUTING A WHOLESALE SERVICE ORDER WITH CITY FOR DEDICATED POINT-TO-POINT DARK FIBER

SERVICES, CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SERVICE SCHEDULE IN ADDITION TO THE CITY WHOLESALE SERVICE – MASTER SERVICE AGREEMENT, AND THE OTHER APPLICABLE CITY TERMS AND POLICIES INCORPORATED THEREIN BY REFERENCE. CAPITALIZED

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE WHOLESALE SERVICE – MASTER SERVICE AGREEMENT.

1. DEFINITIONS
Activation Date. The date of the final Completion Notice under Section 3.1.

Customer Contact. The Customer representative as identified in the Wholesale Service Order for Dark Fiber to whom City will notify of its maintenance schedules.

City Contact. One or more representatives of City to whom Customer can call to report any damage to, or perceived damage to, or failure, interruption or impairment of, the Leased Fibers.

Completion Notice. A written notice issued by the City to Customer pursuant to Section 3.1 and provided to the Customer’s Contact identified in the Order.

Dark Fiber. A strand of point-to-point dedicated optical fiber in the City’s Network, without optronics or electricity, and which are not “lit” or otherwise capable of transmitting data without the addition of electronics or optronics.

Demarcation Point. A boundary point at the splice points at each end of the Leased Fibers where fibers from Customer’s system are joined to the Leased Fibers. The side of the Demarcation Point on which City is located is the City’s side of the Demarcation Point, and the other side of the Demarcation Point is Customer’s side of the Demarcation Point.

Fiber Specifications. The standards attached hereto as Exhibit A and incorporated herein by this reference.

Leased Fibers. Dark Fiber in a specific Route, as identified in the Wholesale Service Order. Leased Fibers are typically provisioned in a single strand; provided, however, that additional strands may be provisioned where expressly approved by the City.

Network. City’s fiber optic communications system which includes Dark Fiber.

Required Rights. All rights, licenses, contracts, vendor consents, permits, authorizations, franchises, rightsof-way, colocation agreements, leases, and other approvals that are necessary for City to operate the Network.

Route. All Segments in a Wholesale Service Order comprise the Route. If the Service Order contains only one Segment, the Route and Segment are interchangeable terms.

Segment. A span of Dark Fiber between Demarcation Points specified in the Service Order.

2. GRANT OF LEASE

2.1 From and after the Activation Date, City leases to Customer for the Service Term, with no accompanying telecommunications service, the Leased Fibers in accordance with and subject to the terms and conditions set forth in this Dark Fiber Schedule, the Wholesale Service Order and the Wholesale Master Services Agreement. For Dedicated Point-To-Point Dark Fiber Services, the Service Commencement Date (as the term is defined in the Wholesale Master Services Agreement) shall be the Activation Date. Customer has the right to use the Leased Fiber for Customer’s own internal purposes or to provide broadband internet access, telecommunications, information services and other services. Nothing in this Dark Fiber Schedule shall be construed as a guarantee or a contractual right of Customer that

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City will consent to and/or honor any requests to lease additional Dark Fiber. This grant of the lease by City to Customer shall not be construed or deemed to be a sale or conveyance of any interest in real or personal property to Customer, Customer representatives, end users, or any other third party other than the lease as described herein. Upon the expiration of the Service Term or earlier termination of the Service Order pursuant to the Dark Fiber Schedule or GTCs, Customer’s right to use the Leased Fibers shall revert to City and Customer shall have no right to access or use the Leased Fibers.

2.2 Nothing in this Dark Fiber Schedule is intended to limit City’s right to use, or right to lease or license additional Dark Fiber, or other City property, facilities, or equipment to other third parties or for City’s own use.

2.3 If Customer fails to light any strands of the Leased Fiber within twelve (12) months of City’s issuance of the Completion Notice, the City shall have the right to terminate the Service Order with respect to the unlit strands, and reclaim possession and control of the same. City shall provide Customer with ninety (90) days’ prior written notice of its intent to terminate, during which time Customer shall have the opportunity to light the unlit strands to prevent termination. In the event of City termination pursuant to this Section 2.3, Customer shall not be subject to the early termination fees in Section 4.3 of the Wholesale Master Services Agreement.

3. DELIVERY AND TESTING

3.1 Testing and Completion Notices. Customer understands that the City shall issue a Completion Notice when the Leased Fibers are available for Customer use. Unless Customer submits a written request for testing within ten (10) business days following issuance of the Completion Notice, the Leased Fibers will not be tested to verify conformance with the Fiber Specifications. If Customer timely requests testing, the parties shall coordinate reasonable testing procedures to verify compliance with the Fiber Specifications. Following completion of such testing, Customer shall have five (5) business days to notify City in writing that Customer rejects the Leased Fibers based on a failure to meet the Fiber Specifications. Any such rejection notice must specifically identify the Fiber Specification(s) that are not satisfied. Upon receipt of such written rejection notice, City shall take such steps reasonably necessary to cause the Leased Fibers to meet the Fiber Specifications, at which time City shall issue a new Completion Notice and the acceptance process described above shall be repeated. Any Completion Notice for which Customer does not timely submit either (i) a request for testing or (ii) a written rejection notice in accordance with this Section 3.1 shall be deemed accepted and shall constitute the final Completion Notice. Customer’s failure or delay to notify City of any rejection of the Leased Fibers or Customer’s failure or delay to utilize the Leased Fibers on or after the date of the Completion Notice shall not prevent City from billing Customer for the Leased Fibers in accordance with the terms of the Agreement.

3.2 Incrementally Delivered Segments. Unless otherwise specified in the Service Order, City may incrementally deliver individual Segments of a Route, by issuing a Completion Notice for such Segment when ready, which may result in different Activation Dates for such incrementally delivered Segments under the same Service Order. The commencement of an Service Term for incrementally delivered Segments shall begin on its respective Activation Date and be extended so that it ends at the same time as the end of the Service Term of the last Segment delivered. The charge associated with a delivered Segment will be calculated on a pro-rata basis, per linear mile or foot, as a percentage of the recurring charge set forth in the Service Order. As an example, if an Service Order contains three Segments of Leased Fiber, two of which have an Activation Date of January 1 and the third has an Activation Date of March 1, billing will commence on January 1 for the two available Segments and Customer may begin using them, but the Initial Service Term for those two Segments will be extended so that it ends contemporaneously with the term of the last-delivered Segment. Thus, in this example, if the Initial Service Term is 12 months, the Initial Service Term would end on February 28 of the following year for all 3 Segments.

3.3 Third Party Charges. Customer shall reimburse City for any and all charges assessed or imposed on City by third parties, which may be incurred by City in accommodating Customer’s use of Leased Fibers within City, or as required by law relating to this Dark Fiber Schedule. City will advise Customer, in advance, of potential or anticipated costs imposed by third parties for accommodating Customer’s use of Leased Fibers and which are directly attributable to Customer, to the extent City is aware of those charges in advance and can obtain an estimate from that third party.

If Customer does not agree to the charge imposed by the third party, then Customer shall be responsible for negotiating with that third party and shall hold City harmless from any claim of delay in completing the subject work due to Customer's negotiations of the third party charges. If Customer chooses not to pay the third party charges, then City shall not perform the work requested by Customer.

4. USE AND ACCESS

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4.1. Configuration and Operation. Customer expressly acknowledges and agrees that City is not supplying, nor is City obligated to supply, to Customer any optronic or electronic equipment or related facilities necessary for Customer to use or “light” the applicable Leased Fibers, all of which will be supplied by Customer at Customer’s sole cost and expense. Customer shall be responsible for the configuration and operation of Customer’s own network facilities which will connect to, or interface with, the Leased Fibers, including the provisioning of all facilities, network equipment, testing equipment and procedures, maintenance, and other matters necessary to utilize the Leased Fibers, all at Customer’s sole cost and expense and with no cost, expense or liability of City. Customer is solely responsible for monitoring the Leased Fibers or any light traversing therein and for notifying City of any problems with the Leased Fibers, all at Customer’s sole cost and expense.

4.2. Demarcation Points. Customer shall assume ownership, installation, and maintenance responsibility for Customer’s own network facilities beginning at the Demarcation Point, as further detailed in this Section 4. Demarcation Points include end points, which designate the beginning (“A”) and ending (“Z”) location of the Leased Fibers, as well as any intermediary splice points included in an Service Order. At each Demarcation Point, City shall provide a capped, stubbed-out conduit, approximately one (1) foot in length, and a fiber drop cable for splicing purposes. Customer shall only access the Leased Fibers from Customer’s side of the Demarcation Points specified in the Service Order.

Demarcation Points may be added by request of Customer and as approved by City, in City’s sole and absolute discretion. Any Demarcation Points added by City shall be included in an Service Order as mutually agreed to by the Parties and will be subject to applicable Fees stated therein. All Demarcation Points are an integral part of City and are the property of City. City will splice Customer-provided fiber cable to the Leased Fibers at designated Demarcation Points; Customer is not permitted to perform splices without express prior written authorization from City, in City’s sole and absolute discretion. Customer is prohibited from accessing, directly or indirectly, City, or any part thereof, including the Leased Fibers, except as specified in this Section 4.

4.3 End User Requirements. In addition to the provisions of the Wholesale Master Services Agreement relating to end users, Customer shall ensure that any end users of the Leased Fibers complies with the City’s Acceptable Use Policy.

5. REQUIRED RIGHTS

5.1 City has obtained, and shall use good faith efforts to cause to remain effective throughout the Service Term, all Required Rights for City’s Network. The lease shall be subject and subordinate to the terms and conditions of City’s Required Rights. Customer represents, warrants and covenants that it will use the Leased Fibers in compliance with and subject to the requirements, restrictions, and limitations, and safety, operational and other rules and regulations imposed in connection with the Required Rights.

5.2 Notwithstanding anything to the contrary in this Dark Fiber Schedule and the Wholesale Master Services Agreement , it is expressly understood that Customer shall be solely responsible for compliance with all legal and regulatory requirements associated with Customer’s business, operation and use of the Leased Fibers and Customer’s receipt and acceptance of the lease including, without limitation, maintaining all required franchises, permits, authorizations, private easements, licenses, approvals and other consents, and City shall have no responsibility or liability whatsoever in connection therewith. Should Customer fail to comply with any legal, regulatory, or other requirements, City shall have the opportunity, but not the obligation, to step in to comply with such requirements. In that event, Customer shall promptly pay to City all of City’s costs and expenses, including attorneys’ fees and costs, incurred as a result of complying with such requirements.

6. RELOCATION
City will provide Customer at least ninety (90) calendar days’ prior written notice of City’s need to relocate any of the Leased Fibers and/or Demarcation Points. In the event of an emergency, where City in its sole discretion must relocate any of the Leased Fibers and/or Demarcation Points sooner than ninety (90) calendar days as addressed above, then City will provide Customer as much advance notice as is reasonably practicable under the circumstances. If any Leased Fibers are required to be replaced as a result of such relocation, then such Leased Fibers shall meet the Fiber Specifications, unless otherwise mutually agreed to in writing by the Parties. In any relocation, City will use good faith efforts to avoid or minimize each of the following: (i) any interruption to Customer’s enjoyment of the Leased Fibers, (ii) any impact on the route diversity of Customer’s network, and (iii) any impact on Customer’s ability to carry traffic on the Leased Fibers with the equipment Customer was using on the Leased Fibers prior to such relocation. In the event of relocation required by a third party, City will use good faith efforts to minimize disruption to the functionality and Customer’s use of the Leased Fibers. City will use reasonable and good faith efforts to have the third party pay all costs

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and expenses associated with such third party required relocation, but reserves the right, in City’s sole and absolute discretion, to require Customer to reimburse a pro rata share of City’s actual costs and expenses based on the number of Leased Fibers being relocated. In the event Customer requests relocation of any of the Leased Fibers and/or Demarcation Points or if such relocation is necessitated by acts or omissions of Customer or any Customer Representatives or End Customers, then Customer shall pay all costs and expenses associated with such relocation at no cost or expense to City. In the event of relocation as contemplated herein, any fee for the use of Leased Fiber shall not be abated for any period of time that Customer’s use of the Leased Fiber is interrupted, interfered with, or otherwise inoperable as a result of any such relocation.

7. MAINTENANCE

7.1 General. City will maintain the Leased Fibers in good operating condition throughout the Service Term and in accordance with the Fiber Specifications. Maintenance obligations of City as provided in this Dark Fiber Schedule do not apply to fiber optic facilities not owned by City including, without limitation, any and all facilities owned and/or operated by Customer, Customer Representatives, End Customers, or other third parties.

7.2 Contact Persons/Trouble Tickets.
(a) On each Wholesale Service Order for Dark Fiber, Customer shall provide the Customer Contact to City, and Customer shall promptly update same as changes occur. If Customer fails to keep City informed of its current Customer Contact, then City shall not be held liable or responsible for any failure to meet any notification or response requirements set forth in this Dark Fiber Schedule or an Service Order as a result therefrom. (b) City shall provide to the Customer Contact, and promptly update as changes occur, the telephone number of the City Contact.
(c) Prior to Customer reporting to City any damage to, or perceived damage to, or failure, interruption or impairment of the Leased Fibers, Customer shall make all commercially reasonable efforts to determine that the problem is not being caused by issues on Customer’s side of the Demarcation Points. (d) City reserves the right to invoice Customer for the actual costs and expenses incurred by or on behalf of City to respond to a report from Customer via a trouble ticket or otherwise where the cause of the problem occurred on the Customer’s side of the Demarcation Points, and Customer shall promptly reimburse City all such costs and expenses listed on the invoice upon Customer’s receipt of same.

7.3 Routine Monitoring; Routine Maintenance.
(a) City shall undertake timely maintenance and repairs to cure any determined deficiencies in the Leased Fibers located on City’s side of the Demarcation Points. Customer is responsible for, and shall undertake, at its sole cost and expense, all maintenance and repairs on Customer’s side of the Demarcation Points and for monitoring of the Leased Fibers. Where routine monitoring reveals a potential maintenance issue, each Party shall, with regard to their respective facilities, take reasonable and timely steps to address the issue prior to it affecting the operation or functionality of their respective facilities. With regard to emergency repairs, see below at Section 7.4 of this Dark Fiber Schedule.
(b) Customer may, at its sole cost and expense, conduct independent diagnostic testing, fault isolation, repair verification, and end-to-end network testing, as it deems appropriate, on Customer’s side of the Demarcation Points. Customer may notify City Contact in writing if it is determined, as a result of its independent testing and surveillance programs, review of City-provided reports, or otherwise, that any part of the Leased Fibers does not conform to the Fiber Specifications. The Parties shall confer in good faith and as reasonably necessary to expedite trouble resolution and resolve possible differences in interpretation of trouble reports. (c) City, at its sole cost and expense, shall schedule and perform necessary alterations and routine operations, maintenance and repairs to City. City shall identify the time, location, and nature of each alteration or maintenance and repair job potentially affecting the Leased Fibers and shall notify the Customer Contact of such work via email or facsimile transmission at the earliest possible time but not less than five (5) business days prior to the scheduled time for such work unless such work is an emergency.

7.4 Emergency Repairs.

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(a) City shall provide all equipment, personnel, supervision, certified fiber optic splicers, consumable materials, equipment, tools, construction equipment and machinery, utilities, transportation, and other facilities and work as City in its sole discretion deems necessary for the proper execution and completion of temporary and permanent emergency restoration for the proper operation of the Network, as outlined in the following subsections. (b) City shall provide emergency maintenance response and restoration services, including appropriate supervision, technical expertise, labor, equipment, and materials to assess and restore functionality to the Network when necessary for the proper functioning of the Network. i. Emergency Service Definition. An emergency is defined as an abrupt failure of the Network’s functionality. City will provide emergency restoration services to splice or bridge around the fiber failure involving the Network. This service will be provided for all City Network up to and including patch panel terminations. ii. Status Reports. City will initiate no less than hourly and on demand status reports to the designated Customer Contact during emergency temporary restoration, or such time period as is practicable. City will communicate all information regarding the condition and restoration through the City Contact. iii. City Network Demarcation. Emergency restoration services to be provided by City under the Dark Fiber Schedule and the Wholesale Master Services Agreement are in support of the Leased Fibers owned by City. In no event is City required to provide support or services to troubleshoot issues with Customer’s equipment and/or other network facilities.
iv. Permanent Restoration. After temporary restoration is complete, City will use reasonable efforts to initiate a permanent repair and site restoration plan within four (4) business days thereof.

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CITY OF SHAFTER

DEDICATED POINT-TO-POINT DARK FIBER LEASE SERVICE SCHEDULE VERSION 03.18.2026

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EXHIBIT “A”

FIBER SPECIFICATIONS

1. FIBER TESTING
The City will perform fiber testing of the Leased Fibers from the fiber test locations as shown in Table 1:

Fiber Testing. Test results will be provided to Customer for the test(s) performed.

The fiber testing will conform to the standards specified in Section 2 below.

Any testing performed by the City from Customer facilities in cooperation with Customer is for the limited purpose of qualifying the Leased Fiber Segment(s).

OTDR testing is used to measure span distance, splice loss, intermediate fiber panel/jumper loss, and fiber panel connector reflectance.

Power Loss testing is used to measure overall span loss and ORL.

Table 1: Fiber Testing
Fiber Testing
Location
Fiber Testing
Location
Uni-directional
OTDR @ 1310nm
& 1550nm3
Bi-directional
OTDR @
1310nm &
1550nm
Bi-directional
Power Loss @
1310nm &
1550nm
City Fiber Panel City Fiber Panel Yes3 Yes Yes4
City Fiber Panel Network Splice Yes3 No No4
Network Splice Network Splice No No No4
City Fiber Panel Customer Fiber
Panel1,2
Yes3 Yes Yes4
Network Splice Customer Fiber
Panel1,2
Yes3 No No4
1Customer Fiber Panel must be located within City of Shafter, on a Customer lateral. 2Fiber loss of Customer fiber lateral and fiber panel connector(s) will be excluded when determining performance compliance of the Leased Fibers. If Customer does not provide access to the Customer Fiber Panel, the Fiber Test Location will be considered a Network Splice. 3Uni-directional OTDR testing will only be done from a fiber panel. 4Bi-directional OTDR and power loss testing will only be done from fiber panel to fiber panel.

City Fiber Panel = City Fiber Termination Panel that is owned by the City for the provision of the Leased Fibers to Customer.

Customer Fiber Panel = Customer Fiber Termination Panel that is owned by Customer.

Network Splice = Splice location where the Licensed Fiber is spliced to another dark fiber service provider’s fiber or Customer-owned fiber in a City manhole or handhole.

Intermediate Fiber Panel/Jumper Loss = a fiber panel owned by the City that exists between the City Fiber Panel and the Customer Fiber Panel for purposes of jumping cable in between two panels.

2. FIBER AND CONNECTOR STANDARDS
(a) Fiber Type
The Leased Fiber is single mode G.652.D fiber.
(b) Connector Standards

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The City uses LC/UPC connectors. The insertion loss and reflectance of a matted connector pair measured at 1550nm will be less than or equal to the value in Table 2: Connector Standard.

Table 2: Connector Standard
Test Type Test Wavelength Test Standard
Connector Insertion Loss 1550nm ≤0.5 dB
Connector Reflectance 1550nm ≤-30 dB
(c) Fiber Continuity
The City will ensure that there are no fiber crosses on the assigned Leased Fibers on the City’s side of the Demarcation Points between the last splice point before the Customer’s later splice point/extension. Any fibers that cross in the route on the City’s side of the Demarcation Points will be remedied by the City at the City’s expense.
(d) Fiber Labeling
The City will label the fibers and/or fiber ports assigned to the Customer with a Circuit Identifier. (e) Optical Fiber Characteristics
The optical fiber characteristics of the Leased Fibers are as shown in Table 3: Optical Fiber Characteristics.

All fiber splices will be fusion splices and protected with fiber splice heat shrinks/sleeves. Fiber splice loss will be less than or equal to the values in Table 4: Fiber Splice Loss. The fiber splice standards in this exhibit only apply to the Leased Fibers. Customer-provided fiber cables will be spliced on a best effort basis only.

Table 4: Fiber Splice Loss
1Fiber splices that show as “gainers” shall be recorded as a loss when calculating the bi-directional average. (g) Span Loss (Attenuation)
The span fiber loss at 1550nm as measured by a light source and power meter will not exceed the following:

Wavelength Cable Cable Test Type dB Loss
1550nm Loose Tube Loose Tube Uni-directional ≤0.25
1550nm Loose Tube Loose Tube Bi-directional1 ≤0.20
1550nm Ribbon Ribbon Uni-directional ≤0.40
1550nm Ribbon
Ribbon
Bi-directional1 ≤0.35

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Maximum Allowable Span Fiber Loss = (A * L) + (SL * N) + (SR * N) + (0.5 * C) A = 0.25 dB per km (at 1550 nm)
L = Optical length of cable measured in km (from OTDR trace) SL = Bi-directional loose tube splice loss as shown in Table 4: Fiber Splice Loss SR = Bi-directional ribbon splice loss as shown in Table 4: Fiber Splice Loss N = Number of splices in the span
C = Number of mated connector pairs in the span. The connector loss will not exceed 0.5dB per mated pair
(h) Optical Return Loss (Attenuation)
The maximum ORL on the Leased Fibers at 1550nm will not be less than 32dB (an ORL of 32 is better than an ORLof 27).

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Shafter City CouncilApril 21, 2026

Shafter City Council
April 21, 2026