Ukiah City Council
August 20, 2025

Q4: If known: What % of the existing poles outside of the RFP design, but within the City of Ukiah's jurisdiction and ownership are expected to need to be replaced in the next 2 years? A4: This is unknown; however, 15% can be used for as a rough estimate.

Q5: 20Gbps to the Ukiah Civic Center: Hard and fast requirement or is 10G ok, with a path to 20G as needed? This would change initial equipment requirements.

A5: Yes, this is acceptable; however, the City shall receive the highest available speed tier offered by the selected ISP for the duration of the contract. If the ISP increases its available speed tiers during the contract term, the City’s service shall be upgraded accordingly to the new highest tier at no additional cost.

All other terms and conditions remain in full force and effect.

Myles Fisette
Purchasing Manger

Category Expense Item Type of Equipment Description
Estimated Useful
Life
(years)
Last Mile/Middle
Mile Cost FFA Funds Requested Match
Equipment/Materials Network and Access Equipment Broadband Switching Equipment Edge Router - manages connections between the providers' core network an 5 Last Mile $35,000.00 $0.00 $35,000.00 Equipment/Materials Network and Access Equipment Broadband Switching Equipment Access Network - Low-strand count fiber lines ("drops") from optical splitter 10 Last Mile $64,792.00 $64,792.00 $0.00 Equipment/Materials Network and Access Equipment Broadband Switching Equipment Spares - replacements for critical switches, routers, and other components 10 Last Mile $10,000.00 $0.00 $10,000.00 Other Poles Poles Replacement Poles and Temporary Poles 20 Last Mile $1,700,000.00 $1,700,000.00 $0.00 Labor/Construction Wages Other Other Installation of Drops 25 Last Mile 93074 0 93074 Equipment/Materials Other Other Installation of Drops Equipment, Materials & Overhead 25 Last Mile 155125 0 155125 Equipment/Materials Customer Premise Equipment Other ONT and Residential Gateway (RG) Equipment, Materials & Overhead 10 Last Mile 287564 0 287564 Labor/Construction Wages Other Other Home Install Labor 25 Last Mile 78344 0 78344 Permitting/CEQA Review Other Other Estimated Permitting Costs 50 Last Mile 70000 70000 0 Equipment/Materials Other Other Aerial Fiber (Combined Materials & Labor) 50 Last Mile 2265762 2265762 0 Labor/Construction Wages Other Other Underground Fiber (Combined materials & labor) 50 Last Mile 877100 877100 0 Other Other Other Construction Management 50 Last Mile $500,000.00 $500,000.00 $0.00 Other Other Other City of Ukiah LATA grant funding for project backbone design 50 Last Mile $157,000.00 $0.00 $157,000.00 Totals: $ 6,293,761.00 $5,477,654.00 $816,107.00
Indirect cost Administrative Costs Grant Administration $ 109,500.00 $ 109,500.00 Total w/indirect costs $ 6,403,261.00 $5,587,154.00
Grant Funding designated to the City
Other Poles Poles Replacement Poles and Temporary Poles 20 Last Mile $1,700,000.00 $1,700,000.00 $0.00 Other Other Other Construction Management 50 Last Mile $500,000.00 $500,000.00 $0.00 Administrative Costs City of Ukiah 2% admin expenses for grant management and indirect costs $109,500.00 $109,500.00 Total City expenses $2,309,500.00 $2,309,500.00
Total Grant Funds $5,587,154.00
Total to City $2,309,500.00
Total available for Construction of the network (Pole Replacements not included) $3,277,654.00 ATTACHMENT 1

UPDATED
August 14, 2025
Prepared for the City of Ukiah
In response to:

REQUEST FOR PROPOSAL (RFP): Public-Private Partnership to Design and Construct the City’s FFA Grant Funded Ukiah Gigabit Fiber Project and Operate and Maintain the City Owned Fiber Optic Network Under a Long-Term Lease Agreement Attachment 3

2 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

TABLE OF CONTENTS
Table of contents .......................................................................................................................................2 Cover Letter...............................................................................................................................................4 Organizational Information.........................................................................................................................5 Vero Fiber Company Background ............................................................................................................5 Glass Roots Construction Company Background.....................................................................................6 Qualifications and References....................................................................................................................9 Reference Project 1: City of Eureka..........................................................................................................9 Reference Project 2: Arcata Bay, CA – FFA Grant Project...........................................................................9 Reference Project 3: Evans, CO – Citywide FTTH Deployment.................................................................10 Vero’s Solution ........................................................................................................................................11 Products and Services Offered..............................................................................................................11 Open Access Philosophy ......................................................................................................................11 Customer First Culture .........................................................................................................................11 Technology...........................................................................................................................................12 Packages and Pricing............................................................................................................................13 Community Support Programs ..............................................................................................................13 Project Approach .....................................................................................................................................14 Project Stages Detail ............................................................................................................................14 Quality Assurance/Quality Control ........................................................................................................17 Project Schedule......................................................................................................................................18 Project SCOPE and Design DETAILS..........................................................................................................19 Phase 1................................................................................................................................................19 Phase 1 Project Details .........................................................................................................................20 Phase 2................................................................................................................................................21 Phase 2 Project Details .........................................................................................................................22

3 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Cost Model/ Fee schedule........................................................................................................................23 Ukiah Public-Private Partnership – High-Level Term Sheet..........................................................................26 Personnel ................................................................................................................................................28 Attachments............................................................................................................................................30

4 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

COVER LETTER
Dear Mr. Fisette,
Vero Fiber, in partnership with Glass Roots Construction (GRC), is pleased to submit this proposal for the Ukiah Gigabit Fiber Project. Together, our teams bring extensive experience, proven capabilities, and a shared vision for delivering a state-of-the-art, open-access fiber network to serve the City of Ukiah and its residents.

Our proposed partnership aligns seamlessly with the City’s goals to leverage the awarded CPUC FFA Grant and build a robust broadband infrastructure that addresses the needs of unserved and underserved communities. We are committed to meeting the aggressive timeline of this project and to ensuring its longterm success through a comprehensive design-build-operate model. Vero Fiber is uniquely positioned with regard to the CPUC FFA Grant in that we are a direct recipient of an award, and are familiar with the program rules and processes.

We look forward to the opportunity to bring our expertise to Ukiah and to work collaboratively with the City to create a future-proof network that supports economic growth, digital equity, and enhanced quality of life for all residents.

Thank you for your consideration,
Evan Biagi
Chief Revenue Officer
[email protected]
970-855-5515

5 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

ORGANIZATIONAL INFORMATION
Vero Fiber Company Background
Vero Fiber Networks (Vero Fiber) was founded in 2017 with a mission to deliver fiber infrastructure for school districts, helping reduce operating costs and improve access for the communities we serve. Since then, the company has expanded its focus to include large-scale fiber infrastructure projects for wireless and cellular carriers, as well as long-haul and middle-mile builds for several major hyperscale customers.

In addition to infrastructure projects, Vero Fiber has become a leading broadband provider with a growing fiber-to-the-home (FTTH) footprint across Colorado, Texas, Iowa, Montana, California, New Mexico, and Oregon. As of 2Q25, Vero established over 94k
households passed in active FTTH markets
with an additional 115k additional household
passings currently under construction. Our
mission is to close the digital divide by
delivering reliable, future-proof FTTH networks
that provide communities with high-speed,
affordable internet access. Vero Fiber is
committed to building strong, collaborative
relationships with the cities and towns we
serve. We do this by maintaining open and
consistent communication with local officials,
listening closely to community needs, and
aligning our deployment strategies with each
municipality’s unique goals and infrastructure
plans. By fostering transparency and
partnership at every stage, we strive to build

6 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) lasting trust and ensure that our fiber networks bring meaningful, long-term benefits to the communities we connect.

Glass Roots Construction Company Background
Glass Roots Construction (GRC) was founded in 2022 with a specific focus on building fiber optic networks for some of the largest companies in the world. Our nascency belies the decades of construction and fiber optic network deployment experience possessed by our team and founding leadership. By merging top level expertise from both the utility construction and network operations industries, GRC avoids many of the communication and network deployment pitfalls often experienced by clients who use traditional fiber optic construction firms. Pairing the latest technologies in field equipment and geospatial project management with industry leading talent, GRC aims to be a different type of construction utility. Our focus on accurate real-time cloud-based data, outstanding communication and best-in-industry safety programs will deliver superior results for our clients.

History of GRC

7 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Why GRC?
Today – Ongoing
GRC operates with a strong foundation built on new and modern equipment, supported by a best-in-industry safety program. The company embraces the latest technologies, including our in house design tool “VeroFy” for GIS network deployment, Samsara for fleet and safety telematics, and Zoho for OSS/BSS operations. With hundreds of years and millions of route miles of combined construction experience across the organization, GRC brings deep expertise to every project. This is further strengthened by a large, reliable portfolio of construction partners and a proven track record of executing complex deployments. The company’s excellent financial health and access to capital ensure long-term stability and ongoing investment in its capabilities.

Current Updates
GRC is in a phase of aggressive and well-funded growth, scaling in-house capabilities across multiple fronts, including engineering, permitting, plowing, drilling, rock sawing, micro trenching, splicing, testing, aerial construction, and emergency services such as repair, restoration, preventative maintenance, and locate services. The leadership team has a strong history of successful M&A activity, having integrated dozens of companies. Continued geographic expansion and the development of deeper relationships with strategic and large construction partners are top priorities. Additionally, GRC is exploring potential joint build and operate opportunities to further extend its market presence.

8 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Licensing:

Vero Fiber Networks, LLC
CPUC Utility Number: 7351
Glass Roots Construction, LLC
CA LICENSE INFO: A – General Engineering Number 1099985 Together, Vero Fiber and GRC offer a synergistic partnership that combines deep operational experience, advanced construction capabilities, and a shared commitment to community engagement and service excellence. Vero Fiber Networks, LLC and Glass Roots Construction, LLC are both wholly owned subsidiaries under VFN Holdings, Inc.

9 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

QUALIFICATIONS AND REFERENCES
Vero has ample experience working with municipalities to deliver symmetrical gigabit broadband services to town owned municipal facilities, community anchor institutions, businesses, enterprises, and residents. We are experienced working in a phased approach to deliver high speed internet on a schedule with as little disruption to the Town as possible. The first phase is always the feasibility study where we create a preliminary high-level design, determine the best backhaul and redundancy options, calculate capital costs, evaluate expected take rate and revenue, consider grant options, etc. Subsequent phases involve low level design, engineering, permitting, construction, and activation, as described in a later section.

Below are a few of the projects we have completed in the region or with similar characteristics to Ukiah.

Reference Project 1: City of Eureka
Construction Partner: Glass Roots Construction (GRC)
Project Description:

Vero Fiber is currently completing a FTTH build in Eureka, delivering gigabit-capable broadband to a historically underserved Humboldt County community. After extensive coordination with local leadership and residents, Vero officially launched service in December 2024 and continues to expand coverage.

Addresses Lit to Date: 6,995
Total Project Size: Over 11,000 locations
Initial Launch Date: December 2024
Current Take Rate: 25% and growing
Monthly Build Pace: GRC delivering 1,000 newly lit addresses per month Contact: Brian Gerving
Regional Senior Manager, Humboldt Division
Pacific Gas & Electric Company
2555 Myrtle Avenue, Eureka, CA 95501
Phone: (707) 672-4084
Email: [email protected]
Reference Project 2: Arcata Bay, CA – FFA Grant Project Client/Partner: California Public Utilities Commission (CPUC) Construction Partner: Glass Roots Construction (GRC)
Project Description:

This CPUC-funded project was awarded through the Federal Funding Account (FFA) and targets lastmile broadband deployment in Arcata Bay, Humboldt County, CA. The project is focused on closing coverage gaps in unserved areas through fiber infrastructure improvements.

Locations Served: 244 unserved, 512 total locations
Technology: XGS-PON Fiber-to-the-Home (FTTH)

10 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Project Status: CEQA Review, Design and Engineering Started, Anticipated Completion 4Q26 Contact: Greg Rubenstein
Regulatory Analyst, Communications Division
California Public Utilities Commission
Phone: (415) 703-2376
Email: [email protected]
Reference Project 3: Evans, CO – Citywide FTTH Deployment Construction Partner: Glass Roots Construction
Project Description:

Vero Fiber completed a citywide fiber-to-the-premises (FTTP) network serving the entire community of Evans, Colorado. The project included full deployment to both residential and business locations across the city.

Total Locations Served: Over 6,000 households and businesses Technology: FTTH (XGS-PON)
Project Timeline: Started 2Q24, Completed 2Q25
Contact: Cody R. Sims, ICMA-CM, MPA, CPM
City Manager, City of Evans, CO
Office: (970) 475-1119 | Mobile: (970) 415-0464
1100 37th Street, Evans, CO 80620
Email: [email protected]
Website: www.evanscolorado.gov

11 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) VERO’S SOLUTION
Products and Services Offered
Vero’s expansive product portfolio is delivered over our 100% owned and operated fiber networks.

Broadband Products and Services
o Residential Broadband (100Mb-10G) using XGS-PON architecture o Business Broadband (100Mb-10G) using XGS-PON architecture o Dedicated Internet Access for Enterprise customers
o Ethernet Private Line for Enterprise and Anchor Institutions Wholesale Products and Services
o Dark Fiber
o Private Fiber Networks
o Dedicated Internet Access
o Ethernet Private Line
o Wavelengths
o Data Centers Facilities
Open Access Philosophy
Vero is unique among incumbent providers, as all our metro networks are “open access”, meaning that Vero enables others to access the network through dark fiber leases at reasonable and nondiscriminatory rates.

Parties can interconnect at any technically feasible point along the network. This also allows Enterprise businesses to connect to locations within our footprint at high capacity.

Customer First Culture
Vero was built with a Customer First culture. We care about building a long-term relationship with our customers and establish trust by communicating openly and often. The management team at Vero is always available to our customers. We strive to become “the fiber of the community” for the areas we serve. Vero consistently maintains a high Google rating across all of our markets (currently at 4.9 Stars), further exemplifying our commitment to serving our customers.

12 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Technology
Vero has partnered with Calix, the industry leading technology vendor, for its fiber to the premise (FTTP) deployments. Vero utilizes the latest XGS-PON technology that is capable of 10Gbps for its deployments to ensure every network we launch is scalable into the future. In addition, we keep split ratios at no more than 1:32 to eliminate network congestion and provide consistent speeds at all times of day.

In addition to the fiber distribution, Vero believes that our service does not stop at the side of a home or business. We offer a comprehensive Managed Wi-Fi solution that extends service to customer devices using the latest Wi-Fi 6 standards. This technology combination allows us to provide the best customer experience possible.

13 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Packages and Pricing
Vero offers simple, streamlined packages for residential and business customers. Our pricing includes the equipment for providing our Managed WiFi service, and there are no hidden fees or data caps associated with our service offerings. Below are example packages and associated pricing we anticipate offering to residents in the City of Ukiah.

In addition to our standard packages, Vero Fiber is proud to offer a low-cost service plan to help ensure all residents have access to reliable, high-speed internet. For qualified individuals, we provide a flat-rate plan at $39.95 per month, which includes equipment and our Managed WiFi service. Just like our other offerings, this plan comes with no hidden fees, no data caps, and the same level of customer support and network performance. It reflects our commitment to digital equity and helping bridge the connectivity gap for all members of the community.

For more information related to this option, Vero has included a comprehensive summary as an attachment to this proposal. Vero is also open to discussing other service plans and pricing with the City of Ukiah to ensure we are aligned on expectations for the community.

Community Support Programs
An important factor for Vero is how we support the communities we serve. We achieve this through various initiatives that help enable individuals and families get connected.

Vero’s Heroes
Vero’s Heroes is a discount program designed to honor the individuals who dedicate their lives to protecting, healing, and educating our communities. This discount is available to local heroes across four key groups:
active-duty military, reservists, veterans; medical professionals directly involved in patient care (such as doctors, nurses, and EMTs); emergency responders including police officers, firefighters, paramedics, and 911 dispatchers; and educators working in accredited institutions. We believe these professionals are the backbone of every community, and we’re proud to offer this small token of appreciation as part of our broader commitment to community-focused service and partnership.

14 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

PROJECT APPROACH
Vero was founded on the premise that everyone should have access to affordable high-speed internet. We have a dedicated team devoted to fulfilling this mission through careful planning, process creation, and exemplary implementation. Our overall project approach and success as a company is rooted in doing things the right way, and not cutting corners. By doing significant research and planning ahead of time, projects are executed with more accuracy and tend to go much smoother. Our approach includes three phases of deployment as follows:

Design, Engineering, and Permitting
o Field study to inform engineering and low-level design o Meeting with municipalities about permitting requirements, opportunities for joint construction in upcoming projects, and guidance on deployment zones and phases o Engineering and filing for permits
o Obtaining special permits and Rights of Way (e.g. DOT, railroads, bridges) Construction
o Underground construction including boring, trenching, and conduit and vault placements
o Aerial construction including make ready, strand placement, risers, etc. o Special crossings (railroads, bridges, interstates)
o Fiber placement
o Fiber splicing
o Testing/turn-up
o Restoration
Installation
o Fiber Drop (from Network Terminal to Premise)
o Equipment installation and testing
o System activation and customer turn-up
Project Stages Detail
Design, Engineering, and Permitting
This preliminary phase is critical to ensure the design of the network and adherence to construction standards are met before a shovel hits the ground.
• Three Steps to getting kicked off in the Design, Engineering, and Permitting Phase:
• High Level Design (HLD) – Vero reviews the market for constructability and identifies build zones. For this partnership opportunity, Vero has already conducted an HLD as shown in this proposal.
• Low Level Design (LLD) - During this step, we will survey the entire route and optimize the route design for constructability and speed of deployment. From this survey, the team will determine routing and complete aerial and underground engineering in preparation for the application/permit submission process and construction. We over-engineer all network

15 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) deployments for reliability, with future expansion and growth in mind. This means no surprises.
• Permits - As a public utility provider, we will submit permits to all the necessary Right of Way (ROW) authorities such as cities, counties, and highway departments. In addition, we will apply for any long lead time permits early in the process, such as Railroads and Water crossings.

During this Phase, Vero also proactively engages the community through pre-construction notifications like door hangers, town halls, and community engagement events and will launch a specific website for project progress and updates. We believe that projects such as this should be well communicated to the public to avoid any potential issues that may arise.

Construction
Construction is performed using a variety of methods and Vero adheres to industry standards when building its networks. Extra care is taken during this phase to communicate with the community as this is the most impactful phase of a deployment. Vero will launch a website for each deployment that outlines our progress, provides answers to frequently asked questions, and communicates any disturbances that our construction may cause to the community. Vero typically divides a larger project into zones and works concurrently in different zones at different phases of the project.

Underground - Vero’s preference is to build as much of the network as possible underground. Vero will obtain all necessary ROW agreements, traffic control, and other special permits for completing underground construction. We will commence placement of conduit and fiber in the approved ROW as soon as permits are secured.

Aerial - Where underground construction is not permissible, feasible or cost effective, Vero will obtain necessary pole attachment agreements that include “make ready” requirements for attaching fiber optic cables to the poles. In some cases, a secondary pole attachment agreement with a local phone service provider or Cable TV company may be required. During the make ready phase, we will complete any pole load/reinforcement modifications and coordinate with existing pole tenants as to timing of fiber placement. Once the make ready is complete in accordance with the pole attachment agreement(s), we will place fiber on the designated running lines.

Testing - Upon completion of the fiber placement, all fiber connections will be spliced, and each segment will be fully tested (bi-directional OTDR testing), i.e., the endpoint user equipment at the end locations will be installed and tested back to the head-end site and vice versa to ensure the integrity and ability of the completed fiber network to deliver the intended services.

Installation
Once construction is complete and the network is fully tested, Vero officially launches a market. The typical market launch occurs in stages to coincide with our construction efforts of a zone. We will start to launch a market as soon as the first zone is completed and continue to roll out services on a zone-by-zone basis.

Our Installation process is designed to be easy:

16 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) • Online ordering through website or call our team to check for availability. • Once an order has been placed, scheduling occurs when convenient for the customer, and may consist of a two-part installation process:
⚬ Fiber Drop Installation
￭ We will need to extend the fiber from our network to the home/business.

This may involve trenching or boring across the property. ⚬ Service Activation
￭ Once the fiber is extended to the property, our installation technician will terminate the fiber inside the building and install all equipment needed to activate service.
￭ We take the extra time to configure the network for each customer and help get all devices online before we consider the installation complete.

Given the stability of Fiber networks, installation is one of the few times we will have direct interaction with our clients. Our process ensures that we are timely, courteous, clean, and professional when performing the installation but, most importantly, we stick around to ensure the job is done. That means we install and test the network on-site with the client. We strive to ensure every resident and client has a five-star experience.

17 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Quality Assurance/Quality
Control
Along every step of each project
phase, Vero and GRC will monitor and
ensure the quality of the work is being
performed at the highest level. Our
proprietary system, Verofy, has all the
built in details to ensure the quality of
the networks we build. Those include
all of the following:

Permit Applications - Permits are all
loaded into the system with a visual
representation of what portion of the
network that permit applies to. i.e.

DOT, Municipality, County, etc.

Pictures of Construction - By
requiring pictures along the path of the construction, and loading them into Verofy, we can ensure quality.

Our project managers review all pictures to ensure Handholes are placed appropriately, aerial networks are hung the right way, etc.

Final Close Out Documents - Our close out documents include full as built records that solidify the quality of the work.

Our thorough project management approach gives us the confidence that we can be proud of the level of work associated with our name. This is important because we will continue to operate the network for the long term, so starting with a quality network deployment makes it that much easier for us to manage.

18 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

PROJECT SCHEDULE
* Vero-GRC Deployment Schedule PPP Grant Phase 1 City of Ukiah.pdf is included in the .zip file with our proposal

19 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

PROJECT SCOPE AND DESIGN DETAILS
Phase 1
Utilizing the sites data found in the RFP requirements document, Vero has created a “Feasability Level Design” (FLD) that connects the 14 CAI’s and 375 grant funded sites to the network. We have designated this portion of the project as “Phase 1” of the buildout. Phase 1 will comply with all of the requirements defined for the use of grant funds, and will be constructed for and will be owned by the city of Ukiah. It is the intention that this portion of the network will subsequently be leased by Vero, and operated by Vero per the terms of the PPP agreement. Vero and the City of Ukiah will work together to have the network constructed by Glass Roots Construction before the designated completion date of October 23, 2026.

20 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Phase 1 Project Details
After creating the FLD for the original 14 City sites and 375 grant funded sites, the network would incidentally pass an additional 1358 locations as well as 2 additional CAIs. These sites do not require any additional footage and thus, any additional cost to the Phase 1 budget.

As seen above, the design is 75% aerial that includes 660 poles. In our budget estimates, we have used assumptions from the previously provided data to estimate the number of Pole Change Outs (PCOs) as well as additional make ready fees. If additional funding or data can be provided that would reduce this line item on the budget, it would reduce the overall expected project costs for Phase 1

21 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Phase 2
Beyond the grant-funded network, Vero plans to invest in phased private expansion to cover additional areas of Ukiah and the surrounding community. Our initial estimates are targeted at a total service area that will cover 4,741 additional sites, with anticipated private investment by exceeding $10 million. We are looking at this as “Phase 2” of the project, and welcome feedback on additional areas that meet our financial criteria.

22 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Phase 2 Project Details
The total project between Phase 1 and Phase 2 would aim to provide comprehensive coverage and FTTH services to the residents and businesses throughout the City of Ukiah.

Sites vs Households Passed
The total number of Households Passed (HHP) (sum of unit counts at all locations) for each Phase is assumed to be higher than the number of Sites shown in calculations above. The estimated total number of HHPs are an indication of the total potential serviceable customers that this project will serve. *Please note that the HHP values above are ESTIMATES ONLY using unverified unit count data Sites HHP
Phase 1 - CAI 16 16
Phase 1 - Grant 402 985
Phase 1 - Non-Grant 1,358 2,722
Phase 1 Total 1,776 3,723
Phase 2 4,741 6,895
Phase 2 Total 4,741 6,895
Total Project
Estimate 6,517 10,618

23 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

COST MODEL/ FEE SCHEDULE
Vero has completed an initial analysis and cost estimate for both phases of the project, with Phase 1 (connecting 14 City anchor institutions and 375 grant-eligible locations) detailed in the attached Project Budget worksheet.

The updated Project Budget reflects the City’s budget framework and confirms that the maximum $3,277,254 in grant funding will be allocated to construction activities. Any costs exceeding this amount will be fully covered by Vero. We understand the City has no additional resources to offset overruns, and we commit in writing to assume full responsibility for these costs.

In alignment with this commitment, Vero will actively pursue cost-saving measures to reduce the need for additional subsidy. Our broader market build strategy in Ukiah means that any overruns will be absorbed into overall market economics—ensuring the City’s network is completed using only grant funding while maintaining long-term operational sustainability for Vero.

Key Assumptions in the cost model provided are:
• Scope limited to the distribution network—the part of the system that carries service from the core network to neighborhood-level connection points. This does not include the activation network (drops, customer equipment, and installation) that connects individual premises to the distribution system.
o Under FFA guidelines, a location is considered “passed” without drop, equipment, or installation; separating distribution from activation clarifies long-term ownership—City retains distribution, Vero owns and maintains activation. • Prevailing wage rates applied for all labor to ensure FFA compliance. • While not included in the Project Budget, Vero does expect to have a significant investment in subscriber activation fees for this project, and will cover the costs associated with both Grant Eligible, and Non-Grant Eligible locations passed by the network. Vero uses the following estimated costs per subscriber:

Subscriber Activation Costs
Materials Aerial $150.00
Drop Labor Aerial $400.00
Materials UG $150.00
Drop Labor UG $800.00
Install Labor $100.00
Install Materials $50.00
CPE $95.00

24 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Total Activation Costs/Sub
Aerial
$795.00
Total Activation Costs/Sub UG $1,195.00
Based on 75% of Phase 1 being Aerial construction, Vero estimates an estimated activation cost per subscriber of $897.00
In addition, Vero will ensure that the cost to connect all 14 City Locations identified in the RFP will be connected and costs included in the construction estimates provided as part of the Project Budget.

Pole replacements and make-ready costs remain as one of the largest risks in this project, and Vero has worked with the City to develop the following Pole Replacement & Make-Ready Approach:
• $1.7M in grant funding allocated to pole replacements. • If costs exceed this, the City will seek additional sources (e.g., up to $500k from the Electric Department for non-compliant poles).
• If City funds are exhausted, Vero may choose to contribute to close the gap. • If final costs still exceed available funding, either party may opt out once 100% design and OCalcs are finalized, or earlier if escalation becomes apparent.

25 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

26 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) UKIAH PUBLIC-PRIVATE PARTNERSHIP – HIGH-LEVEL TERM SHEET Commitment to Partnership
Vero Fiber and GRC are prepared to execute the Public-Private Partnership Agreement with minimal modifications. Our teams are aligned with the City’s vision for open access, affordable service, and community benefits. Below is a High-Level Term Sheet that outlines the terms of the partnership that Vero is willing to accept and incorporate into a final agreement with Ukiah.

City of Ukiah & Vero Fiber Networks – August 14, 2025 (Draft) Section Key Terms
Purpose
• Establish a public-private partnership for design, build, operation, and maintenance of a gigabit fiber network in Ukiah.

Parties
• Public Partner: City of Ukiah
• Private Partner: Vero Fiber Networks (Glass Roots
Construction as construction partner)
Project Scope (Phase 1)
• Approximately 6 miles of fiber placed underground
• Approximately 17 miles aerial fiber on 660 utility poles • XGS-PON network, 10Gbps capable Network
• 14 Anchor (City) Locations
• 375 Grant Eligible Locations
Ownership & Management
• City owns all grant-funded assets and network backbone • Vero leases 288 strands of dark fiber (240 strands for Vero, 48 for City use) and operates/maintains network under a 35-year agreement.

Financial Terms
• City will provide up to $3,277,654 to construct fiber optic network. Vero will cover any additional costs required to complete project construction
• Grant Funding through CPUC FFA grant of $5.6M used to support build costs
• Private Investment by Vero to activate customers on
network
• Lease Fee for Vero to utilize network: Annual lease fee starting at $12,000 for 800 subscribers, increasing $1,500 per 100 additional subs; adjusted with residential rate increases
Service Commitments • Affordable Service tiers: Packages starting at $49.95 • Low Income Qualified Plan: $39.95 (100/100 Mbps)

27 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) • No-cost symmetrical Internet service to Ukiah Civic Center • Maintenance of dark fiber to Phase 1 City facilities
• Open access network allowing sublease of unassigned
fibers
Term & Termination
• Initial term: 35 years
• Renewal: 10-year increments by mutual agreement
• Right of first refusal if City sells network; fair market value buyout upon termination possible
Risk Allocation
• City retains ownership of network infrastructure
• PPP Agreement to include mutual ability to terminate the project after pole engineering is completed, and magnitude of costs associated with pole replacements and/or makeready work to be fully understood. Vero and City will work together to manage as appropriate, with intentions to keep project moving forward unless costs exceed each parties’ ability to fund.

Regulatory Compliance
• Adherence to CPUC FFA requirements, CEQA, and
applicable state/local laws
• Vero responsible for permitting and environmental
clearances
Reporting & Oversight
• Semiannual reporting: subscriber counts, financials, and GIS mapping of network
• City audit rights and five-year review of reporting
requirements
Key Milestones
• Preliminary Design: +60 days from agreement
• Construction Start: Q4 2025
• Completion: Q4 2026
• Service Launch: Q1 2027
Vero will work quickly on finalizing the detailed terms of the public-private partnership agreement to ensure alignment between all parties. Concurrently, Vero and the City will collaborate to develop a joint community engagement plan that informs and involves local stakeholders throughout the project lifecycle.

28 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

PERSONNEL
Vero employs an extremely experienced leadership team across our market segments. We pride ourselves on having the best team in the industry and continue to attract top talent to support our mission. Below are the primary points of contact regarding this partnership proposal:

Vero Fiber Key Personnel:

Team
Member
Position Key Qualifications and Experience
Sunita
Krishna
Chief Executive
Officer
Sunita joined Vero in January of 2022, bringing with her over two decades of telecom experience. She drives the growth and success of Vero, leading the FTTH day-to-day operations and business strategy execution. Prior to Vero, Sunita held multiple leadership roles at Zayo, including VP, Strategic Projects and VP, Colocation.

Evan Biagi Chief Revenue
Officer
Evan joined Vero in December of 2021 as Chief Revenue Officer, leading FTTH growth and expansion strategy. His extensive telecom background includes leadership roles at Visionary Broadband, where he drove FTTH expansion in Colorado, secured state and federal broadband grant funding, and scaled operations to serve rural markets.

Matthew
Brouker
Executive Vice
President of
Business
Operations
Since joining Vero in 2023, Matt has driven the growth of Vero’s FTTH business through market expansion, product strategy, sales, marketing, and network deployment, with a strong focus on customer experience.

Prior to Vero, Matt was President at Congruex, and held leadership roles at 6 Degrees and Zayo Group.

Kevin
Fitzgerald
Executive Vice
President of
Sales and
Marketing
Kevin joined Vero in July of 2022 as EVP, Sales, leading the field sales and marketing initiatives. Kevin has an extensive sales background, with most recent roles at Flexential and Iron Mountain. Kevin manages the sales organization across states and regions, accelerating Vero’s growth in each community through a unified strategy.

Dax
Fujimoto
EVP, Engineering Joining as EVP, Engineering in 2024, Dax utilizes over 25 years of telecom experience to manage the design, architecture, maintenance, and optimization of the network infrastructure for Vero. Prior to his current role, Dax was CTO of Wyyerd, and held key roles at Zayo Group, VoicePipe, and ICG Communications.

Andrea
Giersdorf
VP, PMO Andrea joined Vero in 2024 as VP, Project Management Office, where she focuses on optimizing cross-functional processes, data, and tools to enable Vero’s business strategy and continued growth. Prior to Vero, Andrea held leadership roles at Zayo Group across business operations, FP&A, IT, and data analytics.

Leanne
Lang
SVP, Finance Since 2021, Leanne has leveraged over 16 years of experience to lead Vero’s finance and accounting. She has expertise in tax, mergers & acquisitions, financial integrations, audit, and compliance. Prior to

29 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025) Vero, Leanne was the Sr Director of Accounting for Zayo Group, where she managed global corporate & segment accounting.

Crosby
Lanham
VP, Network
Operations
Crosby is an Army Veteran with over 25 years of telecom experience in Network Operations and technical support. Crosby ensures stability and communications across our network while focusing on customer experience. Prior to joining Vero in 2023, Crosby held leadership roles at Zayo Group, as well as Windstream and Sprint.

Anthony
Lingis
SVP, Outside
Plant
Anthony joined Vero in 2024, bringing deep expertise in fiber network design and project management. Prior to joining Vero, he held leadership roles in Sales Engineering and Fiber solutions for Zayo Group. His experience in network infrastructure and engineering ensures Vero’s FTTH projects are executed with precision, from design to construction.

Doug
Seacat
President Doug is the President and cofounder of ClearNetworx and Deeply Digital. He brings over 20 years of experience bringing customerfocused solutions to the communities in which we serve. Clearnetworx was acquired by Vero in 2022, where Doug continues to manage day-today operations and strategy execution for this business unit.

Glass Roots Construction
Team
Member
Position Key Qualifications and Experience
Marty
Snella
Chief
Executive
Officer
Marty Snella has been an Executive Leader in the Telecommunications, Cable and IT industries for over 40 years. Marty served as CTO and CIO of Zayo Group, LLC from January 2008 to May 2014, and then most recently rejoined Zayo from 2020-2023 and served in several capacities including CNO. From 2014-2020, Marty served as CEO of Denovo Ventures, an Oracle Cloud Platinum partner.

Sean Glynn Chief
Revenue
Officer
Sean joined Vero in January 2025, bringing with him over two decades of telecommunications industry experience in solutions engineering, Network Operations, and Strategic Account Sales Leadership.

Nawied
(“Nano”)
Eshaqzai
VP
Northern
California
Nano is a seasoned professional with over a decade of experience in the telecommunications industry. Nano and his team successfully completed the 163-mile Digital 299 fiber optic project from Arcata, CA to Redding, CA on-time and under budget, marking delivery of one of the most challenging long-haul projects in the continental U.S.

Proposal Contact Information
Evan Biagi
Chief Revenue Officer, Vero Fiber
[email protected]
www.verofiber.com
970-855-5515
Sean Glynn
Chief Revenue Officer, Glass Roots Construction
[email protected]
www.GlassRootsConstruction.com
303-589-5416

30 The City of Ukiah | Public-Private Partnership for Fiber Proposal (UPDATED 8-14-2025)

ATTACHMENTS
• Audited Financial Statements (Vero Fiber and GRC)
*** Confidential ***
• Bonding and Insurance Confirmation Letters
• Certifications
o Fair Employment
o Workers’ Compensation
o Nondiscrimination
• California Secretary of State Cert
• Preliminary Network Design PDF
o Phase 1 Design (Grant Area)
o Phase 2 Design (Preliminary City Expansion Areas)
• Subcontractor Disclosure Form
• Project Timeline and Milestones
• Vero Low-Cost Service Option
• Banking Reference Letter
• Phase 1 Cost Model (Project Expenditures Estimated Direct Costs V2) This proposal demonstrates Vero Fiber and GRC’s commitment to delivering a successful Ukiah Gigabit Fiber Project that meets grant requirements and serves as a catalyst for digital transformation in Ukiah.

Information contained in this document is intended for the sole use of the recipient and shall be deemed proprietary and confidential and not to be distributed or disclosed to any 3rd party without prior written consent.

PUBLIC-PRIVATE PARTNERSHIP DESIGN/BUILD, AND

FIBER LEASE AGREEMENT BY AND BETWEEN THE

CITY OF UKIAH AND VERO FIBER NETWORKS, LLC
Attachment 4

i

TABLE OF CONTENTS
RECITALS. ....................................................................................................................................1 SECTION 1. DEFINITIONS.............................................................................................................2 SECTION 2. DESIGN AND CONSTRUCTION OF CITY NETWORK....................................3 SECTION 3. LEASE OF DARK FIBER ........................................................................................3 SECTION 4. LIMITATIONS OF CITY’S OBLIGATIONS..........................................................8 SECTION 5. LESSEE INFRASTRUCTURE................................................................................9 SECTION 6. TERM............................................................................................................. 9 SECTION 7. LEASE FEE. .................................................................................................. 9 SECTION 8. TAXES; THIRD PARTY CHARGES.....................................................................11 SECTION 9. REQUIRED RIGHTS...............................................................................................11 SECTION 10. ACCESS AND USE OF THE CITY NETWORK. ............................................11 SECTION 11. MAINTENANCE..................................................................................................133 SECTION 12. RELOCATION. ......................................................................................................13 SECTION 13. WARRANTY. .........................................................................................................14 SECTION 14. INDEMNIFICATION..............................................................................................14 SECTION 15. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES ................15 SECTION 16. INSURANCE..........................................................................................................15 SECTION 17. RECORDS RETENTION, REPORTING, AND ACCESS; AUDITS; AND REVIEW. . .............................................................................................................15 SECTION 18. BREACH, DEFAULT AND TERMINATION....................................................17 SECTION 19. COVENANTS.........................................................................................................18 SECTION 20. CONFIDENTIALITY..............................................................................................20 SECTION 21. DISPUTE RESOLUTION.....................................................................................21 SECTION 22. GOVERNING LAWS............................................................................................22 SECTION 23. RELATIONSHIP OF THE PARTIES.................................................................22 SECTION 24. NOTICES................................................................................................................22 SECTION 25. WAIVER..................................................................................................................23 SECTION 26. ASSIGNMENT.......................................................................................................23 SECTION 27. FORCE MAJEURE...............................................................................................23 SECTION 28. MISCELLANEOUS...............................................................................................24 SECTION 29. ENTIRE AGREEMENT........................................................................................24 SECTION 30. RECITALS AND EXHIBITS................................................................................25

1 PUBLIC-PRIVATE PARTNERSHIP, DESIGN/BUILD, AND

FIBER LEASE AGREEMENT

BY AND BETWEEN

THE CITY OF UKIAH AND VERO FIBER NETWORK

THIS PUBLIC-PRIVATE PARTNERSHIP, DESIGN/BUILD, AND FIBER LEASE AGREEMENT (“Agreement”) is entered into in Ukiah, California on this 20th day of August, 2025 (the “Effective Date”), by and between the City of Ukiah, a California municipal corporation (“City”), and Vero Fiber Networks, LLC, a limited liability company (“ “Company” or “Lessee”).

The City and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS:

A. Pursuant to California Government Code §§ 5956-5956.10, under the terms of this Agreement, the City will procure the design, construction, and for the term of this Agreement, the operation and maintenance, of the City Network, as defined hereinbelow.

B. Given Company’s experience and expertise in overseeing design and construction of broadband network infrastructure, City is entering this Agreement with Company, pursuant to which Company will undertake the design and construction of the City Network.

C. Company will design and construct the Ukiah Gigabit Fiber Project, subject to the terms and conditions of the Design-Build Agreement, including the General Conditions attached thereto as Exhibit _.

D. Lessee wishes to access, use, and maintain the Dark Fiber and the City Network, subject to the terms and conditions of the Lease Agreement.

E. City will grant Lessee a long-term lease to allow Lessee to access, use, and maintain the Dark Fiber and the City Network and to place Lessee-owned cable within City-owned conduit and on City poles for purposes of offering and providing communications, data transport and internet services to customers within the Market Area, subject to the terms and conditions of this Agreement.

F. A portion of the Dark Fiber leased to Lessee shall be allocated for City use for service to City Facilities.

G. This Agreement and the obligations of the Parties under this Agreement shall be conditioned upon and subject to receipt of California Public Utilities Commission (“CPUC”) Federal Funding Account (“FFA”) grant funding.

H. If additional phases of the City Network beyond the initial scope of the Ukiah Gigabit Fiber Project are constructed and owned by City, the Parties intend that this Agreement will be amended as necessary to accommodate any such additional phases.

I. The City Network shall remain an open access system, available to entities interested in using the installed available unassigned Dark Fiber. Lessee shall have the right to

2 sublease available unassigned Dark Fiber at fair and reasonable rates to communications service providers, anchor institutions, or other interested entities J. Lessee shall work with licensed contractors in good standing with the Contractors State License Board for the design and construction of the City Network.

NOW THEREFORE, in consideration of the Recitals above and the mutual promises and agreements contained in this Agreement, the Parties agree as follows:

SECTION 1. DEFINITIONS
In addition to any terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
“Ancillary Facilities” means all poles, handholes, manholes, cabinets, hubs and other fiberrelated appurtenances, communications equipment, components and equipment ancillary to the City Network, which are necessary to provide service, and which are owned by the City. “Backbone” means the physical location of the Fiber Optic Infrastructure. “Broadband Deployment” means regulations pertaining to the deployment of broadband infrastructure within the City contained in Ukiah City Code Sections 2400-2402.9. “City Facilities” means any physical structures, properties, rights-of-way, or other assets owned, controlled, or managed by the City, including buildings, streets, sidewalks, public spaces, utility infrastructure, and any other real or personal property used in the provision of municipal services. “City Network” means the Fiber Optic Infrastructure and all Ancillary Facilities. The City Network shall be located underground and overhead on utility poles in the general route(s) set forth in the attached Exhibit A (a conceptual map). The City Network, as modified in the future, may extend beyond the City limits.
“City Standards” means the City of Ukiah City Council-approved official set of regulations and guidelines governing land use, construction, infrastructure, public services, and other municipal matters to ensure compliance, safety, and consistency within the City's jurisdiction, that are relevant to and applicable to the Ukiah Gigabit Fiber Project. “Customer Drop” means a fiber optic cable that connects from the Backbone to a customer’s premises at the Demarcation Point. Such cable provides connectivity from the Backbone to the customer’s premises.
“Dark Fiber” means unlit optical fibers on the City Network. “Demarcation Point(s)” means the specific point(s) at which the City Network connects to a customer’s premises.
“Encroachment Permit” means a permit to perform work within the public right of way pursuant to Ukiah City Code Sections 5610-5613 as amended or superseded. “Fiber Optic Infrastructure” means the fiber optic cable, conduit, splices, associated structures, including enclosures and other facilities, designed, owned, constructed and installed by or on behalf of the City.

3 “Lessee Infrastructure” means any conduit, fiber, premises, buildings, enclosures, equipment, or other infrastructure owned by, leased by, or belonging to Lessee. “Market Area” means the area within five hundred (500) feet of the built City Network. “Market Share” means the share of available customers within the Market Area based on the number of electric meters within the Market Area.
“Service Agreements” means agreements for lit services between Lessee and its customers. “Strand” means a thin, flexible, transparent fiber made of glass or plastic that is used to transmit information in the form of light pulses. These fibers are designed to carry light signals over long distances with minimal loss of signal strength.
“Ukiah Gigabit Fiber Project” or “Project” means the project funded by the California Public Utilities Commission pursuant to the Federal Funding Account grant awarded to the City as defined in the grant award agreement and the plans for the City Network. The grant will fund the Dark Fiber Backbone (as initially reflected in the conceptual plan as shown in Exhibit A and the Lessee proposal attached as Exhibit J, respectively, to be designed and constructed by Lessee in compliance with the Design/Build Agreement attached hereto as Exhibit I, and construction standards, attached hereto as Exhibit B.

SECTION 2. DESIGN AND CONSTRUCTION OF UKIAH GIGABIT FIBER PROJECT

2.1 Company will design the Project and will contract with licensed contractors to construct the Project. Lessor will fund the construction contract amount up to a total of Three Million Two Hundred seventy-seven thousand six hundred and fifty-four dollars ($3,277,654.00), i.e., the amount of the Federal Funding Account grant awarded to the City by the California Public Utilities Commission.

2.2 The CPUC Federal Funding Account grant application, award notice, requirements, and all other grant documents will be incorporated into the construction contract documents between Company and its contractors to allow Lessor to administer the grant and comply with all grant requirements.

2.3 Lessee will comply with the applicable provisions of Lessor’s Design/Build Agreement and General Conditions (attached to this Agreement as Exhibit I) in performing the work to design and construct the Project. In addition, Lessee will name the City as a third-party beneficiary in its construction contracts.

SECTION 3. LEASE OF DARK FIBER

3.1 On the date the City Council approves the Notice of Completion as specified in Exhibit I, Section 9-03 of the General Conditions, and subject to the provisions of this Agreement, City grants to Lessee, and Lessee accepts from City, a lease to operate, maintain, and use two hundred and eighty-eight (288) strands of Dark Fiber (the “Leased Dark Fiber”) with two hundred and forty (240) strands designated for Lessee’s use and forty-eight (48) strands designated for City use (“City Fiber”), on an “as is where is” basis and without any warranty, along any routes within the City Network as set forth in the preliminary City Network Map, attached hereto as Exhibit A. Upon completion of the Ukiah Gigabit Fiber Project, the City Network Map in Exhibit A will be replaced with the as-built map of the City Network, pursuant to written agreement of the Parties.

4 From time to time, the Parties may agree in writing to extend and expand the City Network, and the City Network Map shall be updated to reflect such extension or expansion. The then-current City Network Map in Exhibit A shall be replaced or updated with an addendum reflecting the updated City Network Map.

3.2 The City further grants to Lessee a non-exclusive license to access and use the Ancillary Facilities in connection with Lessee’s performance of the terms of this Agreement.

3.3 Access to sensitive areas, such as City server rooms, shall be provided by the City upon twenty-four (24) hours’ prior written notice for routine repairs, maintenance or service tune-ups, or four (4) hours’ prior notice for emergency repairs or maintenance due to service outages.

3.4 Permitted Lease Activities.

In consideration of the payments made by Lessee pursuant to Section 7 of this Agreement, and in accordance with the Lease, Lessee is authorized as follows:

A. To use the Leased Dark Fiber for its own business use and in providing dark and lit fiber optic services to its customers;
B. To use the Leased Dark Fiber for other activities as set forth in this Agreement, provided that at all times Lessee may not swap, assign, license, sublicense, sell or share the Leased Dark Fiber, or any portion thereof. Except as specifically authorized in this Section 3.4, Lessee shall not use the Leased Dark Fiber for any other activity or use. Lessee warrants that its use of the Leased Dark Fiber or any of its activities for the activation or use or removal thereof shall not impact the ability of the City (or any of the third parties authorized by the City) to use the other portions of the City Network;
C. To sublease strands of Leased Dark Fiber to third party communications service providers, affiliates, subsidiaries, anchor institutions, and other entities interested in accessing the open access network, subject to the provisions of Section 26; and D. To market to and enter into service agreements with business and residential customers to be provided lit services delivered by means of the Leased Dark Fiber.

3.5 Restrictions on Use of Dark Fiber.

Lessee shall not engage in any of the following activities during the term of this Agreement:

A. Any activity that encroaches upon or interferes with the use of City rights-of-way, public utility easements, or public service easements that are used in connection with the City Network, without prior authorization provided in an encroachment permit; B. Any activity that interferes with or adversely affects the use of the fibers or cable of any other person or entity using the City Network; or C. Any activity that interferes with the use, by the City or others, of City Facilities.

3.6 Lessee Customer Pricing.

Lessee agrees to sell services to customers within the Market Area at uniform, just, and reasonable rates, terms and conditions, and in accordance with any grant funding agreements for the construction of any phases of the City Network.

5 3.7 Grant of License to City.

Subject to the provisions of this Agreement, during the term of this Agreement, Lessee hereby (a) grants to City an exclusive license to use the City Fiber, and (2) agrees to provide service to City at no cost to City, as detailed elsewhere in this Agreement. At all times during the term, Lessee shall us commercially reasonable efforts in keeping with normal industry standards to ensure that the City Fiber is available to the City twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days a year. It is possible, however, that there will be interruptions in the availability of the City Fiber. The City understands and agrees that some or all of the City Fiber may be unavailable from time to time either for scheduled or unscheduled maintenance, due to fiber cuts or other reasons beyond Lessee’s control. Temporary interruptions in the availability of the City Fiber for such reasons, as well as interruptions or outages caused by the City, or by Force Majeure Events, will not constitute failure by Lessee to perform its obligations under this Agreement.

3.8 Operation and Maintenance of City Network.

A. Lessee shall be solely responsible for all costs, coordination, communications, and performance of work associated with routine and emergency operation, maintenance, repair, and splicing of the City Network.

B. All work conducted by Lessee on the City Network involving splicing or any actions that could affect the integrity of the Dark Fiber (“Lessee Work”) must be tested after the Lessee Work is complete. Testing shall be performed by Lessee at Lessee’s sole cost and expense to verify that the Dark Fiber remains installed and operational in accordance with the specifications listed in the Fiber Splicing and Testing Standards, Specifications and Procedures attached hereto as Exhibit C (the “Specifications”) following completion of Lessee Work (“Lessee Testing”).

Lessee shall provide City prior notice of the date and time of Lessee Testing and City shall have the right to have representatives present to observe the Lessee Testing. At its sole discretion, City may elect to have a third party perform additional testing,. As soon as reasonably practicable following Lessee Testing, Lessee shall notify City that the Dark Fiber remains installed and is performing in all respects in accordance with the Specifications following the Lessee Work and shall deliver the Lessee Testing results (“Lessee Testing Results”) to City.

C. Companyshall obtain encroachment permits for work done within the public right of way. Public access to businesses and residences shall be maintained at all times. Notification of work covered under the current edition of the California Manual on Uniform Traffic Control Devices adopted by the California Department of Transportation (“MUTCD”) will be provided to the Director of Public Works, his or her designee or successor, at least 48 hours in advance of such work. All Notifications shall be in writing and specify a plan for traffic control. Notification for emergency work shall be provided immediately after the need for the work is identified. If performance of work is unsatisfactory over the course of the previous year, modifications to any annual encroachment permit conditions may occur. All traffic control shall be done in compliance with the MUTCD, and traffic control shall be planned, coordinated, and implemented with persons that are knowledgeable and certified in traffic control standards. Any flaggers need to be certified to perform flagging duties. Lessee shall be responsible, at its sole cost and expense, for encroachment permits for work performed within the public right of way in connection with this Agreement. Pursuant to Ukiah City Code Section 2401.1.A, the Parties agree that the terms of

6 this Agreement shall prevail over any permitting requirement or other provisions in the Broadband Deployment provisions of that Code.

D. City may elect to hire a third party, to inspect and/or test any work done by Lessee on a routine or non-routine basis as a measure of oversight.

E. Lessee shall perform all construction, installation, maintenance and repair work under this Agreement in a safe manner consistent with generally accepted standards in the communications industry, and in accordance with all State and local codes and requirements, and the Construction Standards attached hereto as Exhibit B.

F. Lessee shall be responsible for locating and marking the underground Fiber Optic Infrastructure in response to Underground Service Alert requests. If a problem, damages or harm arises from Lessee’s failure to respond to Underground Service Alert requests in a timely manner, or if Lessee fails to mark the Fiber Optic Infrastructure correctly, Lessee shall be solely responsible for any and all damages directly or indirectly related to such failure and for all fines and costs to repair damage.

G. All work must be done in clean, workmanlike manner. No debris or unfinished work shall remain after maintenance and construction activities are complete. If work spans over multiple days, the work site shall be barricaded and secured if the site presents a safety hazard.

Any demolition work shall be restored per the City Construction Standards.

3.9 Design, Construction, and Acceptance of Future Extensions of the City Network.

A. After the completion of the Project, Lessee will cooperate with planning and design for future extensions of the City Network to ensure that future extensions are suitable for Lessee’s use; provided, however, that City shall make final determinations regarding the design of future extensions of the City Network in its sole discretion.

B. After the completion of the Project, and at City’s request, Lessee shall construct a Customer Drop to City facilities located within five hundred (500) feet of the Backbone. Lessee will charge the City only for Lessee’s actual cost of labor and materials for such construction, exclusive of overhead, profit or other associated or indirect costs or charges.

3.10 Requirement of Lessee to Obtain Governmental Authority.

Lessee, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the term of this Agreement, the permits and approvals of any governmental entity or other authority necessary to access, use, operate and maintain the City Network and for any work conducted by Lessee on the City Network or performed pursuant to this Agreement.

3.11 Deliverables.

The term “Deliverables” shall mean and refer to the documentation required to be provided by Lessee semiannually, on or before March 1 and September 1 each year following the completion of the Project, regarding the as-built Dark Fiber, and consisting of the following:

A. GIS and, if available, Autocad map detailing the City Network, including all extensions or attachments to the City Network. . Such map shall be updated with any

7 modifications to the system and resubmitted semiannually on or before March 1 and September 1 each year, as required by Section 17.1 of this Agreement.

B. Dark Fiber assignments, and rack, panel and port numbers at City’s Demarcation Points, provided, however, that where the City Demarcation Point is a City-owned patch panel, updates shall be provided within thirty (30) days of any repairs or modifications to any component of the City Network. Information will be conveyed through a mutually agreeable fiber management system.

C. Photographs of splice enclosures before and after any splice work or reconfiguration of connections within the splice enclosure.

D. Reports of any changes to the system on the City Network or any other City-owned infrastructure.

E. Testing results after any new splices occur involving the City Network, as provided in Section 3.8.B.

F. Location of infrastructure. Lessee shall maintain up-to-date records of all equipment, ancillary facilities, Customer Drops, conduits, cabinets, Fiber Optic Infrastructure, as well as any other components necessary to the City Network’s function. Lessee shall provide the City with updated geolocation mapping and data (GIS or other mutually acceptable format) on periodic intervals spanning no longer than every six (6) months as required by Section 17.1 Maps shall depict street names, parcels, and public right of way.

G. Underground conduit installed by Lessee shall be placed with location wire, and geospatial data shall be collected and maintained on a GIS database.

Lessee shall maintain the Deliverables as Confidential Information not to be shared with any person or entity other than the City.

3.12 Ownership.

A. As between the Parties, the Ukiah Gigabit Fiber Project and any extensions of or attachments to the City Network and all other pre-existing and future equipment interconnected to the City Network, except Customer Drops and Lessee Infrastructure and property, shall be and will remain the sole and exclusive property of City, and nothing contained herein shall be interpreted to give or convey to Lessee any property right, title, or interest in such Ukiah Gigabit Fiber Project, City Network or Ancillary Facilities. City must approve any proposed installation of City Network components outside a City easement or City-owned real property. In the event Lessee installs, at Lessee’s expense, a new fiber optic cable within City-owned conduit, the fiber optic cable, equipment and any and all attachments will be owned by Lessee, except any portions of the City Network Backbone constructed by Lessee for the Ukiah Gigabit Fiber Project that exceed the CPUC FFA grant funding or any repairs of existing City owned Fiber Optic Infrastructure. The City Network Backbone constructed during the Ukiah Gigabit Fiber Project shall be owned solely by the City. Any Lessee Infrastructure that is constructed at Lessee’s expense shall be documented, and such documentation shall be transmitted to the City in writing within 72 hours of installation. The City shall be provided advance notification of such construction and be provided the opportunity to observe/inspect such construction. Documentation shall include photographs clearly showing the location of the Lessee Infrastructure, including the

8 beginningand ending locations, major component locations, and type of materials used. Additional documentation shall include a summary of such construction, and mapping of all major components, location, and dimensions. If repair or replacement of a damaged section of the Fiber Optic Infrastructure is repaired or replaced by Lessee as a part of Lessee’s maintenance of the City Network, it shall remain the property of the City.

B. Ownership/Limitations:

This Agreement is a lease only for the use of Dark Fiber along any routes within the City Network and additional Dark Fiber (“Additional Dark Fiber”) that may be installed by the City from time to time, subject to the terms and conditions herein. The City is not transferring or granting to Lessee any other interest or estate in the Dark Fiber, the Additional Dark Fiber, the City Network, conduit or any other property interest, including any fee or other leasehold interest, easement, or any franchise rights. This Agreement is not a contract for electric service. This is not a franchise agreement for providing cable services.

C. Right of First Refusal; Termination
i. Right of First Refusal. If City shall desire to sell the City Network, City shall first provide notice of such intended sale to Lessee. Provided that Lessee is not in breach or default of any of the material terms of this Agreement, Lessee shall have a right of first refusal to purchase the City Network. Upon receipt of such notice, Lessee shall have sixty (60) days in which to provide notice to City indicating Lessee’s intent in negotiating with City to purchase the City Network, which notice shall include Lessee’s proposed purchase price for the City Network.

If Lessee provides such notice to City, then the Parties shall undertake negotiations for a period of sixty (60) days from the date of Lessee’s notice to determine if they are able to reach mutual agreement on the terms and conditions of a sale of the City Network pursuant to a separate written agreement. If Lessee does not provide timely notice to City, or if the Parties are unable to agree upon the terms and conditions of any such sale within the 60-day negotiation period specified above, then City shall be free to negotiate for the sale of the City Network to any third party thereafter.
ii. Termination. In the event this Agreement is terminated for any reason, the City shall retain ownership of the City Network. If mutually agreeable to the Parties, Lessee may purchase the City Network from the City at fair market value through a negotiated sale pursuant to a written agreement between the Parties. If Lessee elects not to purchase the City Network upon termination of this Agreement for any reason, City shall have the option, in its sole discretion, to purchase the Customer Drops from Lessee at fair market value pursuant to a written agreement between the Parties.

SECTION 4. LIMITATIONS OF CITY’S OBLIGATIONS

4.1 The City Network shall be licensed only as Dark Fiber. Lessee acknowledges and agrees that the City shall not be required to supply or deliver any optronics, transceivers, electronics, optical or electrical equipment, patch or drop cables, or other facilities, including without limitation, any equipment to light the Dark Fiber, generators, batteries, air conditioners, fire protection, or monitoring and testing equipment, all of which are the sole responsibility of Lessee. The City shall have no obligation to activate or light the Dark Fiber or any portion thereof, or to install or construct

9 or maintain any fiber optic equipment or other facilities, except as otherwise specifically provided in this Agreement.

4.2. The City shall not be party to any agreements between Lessee and its customers. The City shall have no role in the provision of services to Lessee’s customers and no liability of any kind to Lessee’s customers. Lessee’s customers shall not be deemed third-party beneficiaries of this Agreement, and Lessee’s customers must obtain all permits, licenses, franchises, or other authorizations required by applicable laws and codes for any operations conducted in the City, regardless of any provision of this Agreement or any rights granted to Lessee hereunder.

Lessee shall indemnify and defend the City from any claim by Lessee’s customers based on any act or omission by Lessee or its officers/employees. DBE acknowledges and agrees that absent avoidable delay there is sufficient time to complete the Work by October 28, 2026.

SECTION 5. LESSEE INFRASTRUCTURE
Lessee shall be responsible, at its sole cost and expense, for ordering, supplying, constructing, installing, maintaining, repairing, replacing and removing any and all Lessee Infrastructure and other equipment. Additionally, Lessee shall be responsible, at its sole cost and expense, for obtaining any easements, licenses or consents that may be required for the installation and maintenance of Lessee’s equipment, including encroachment permits pursuant to Section 3.8.C.

SECTION 6. TERM
Pursuant to Government Code Section 5956.6, the term of this Lease is 35 years from completion of construction and connection of Lessee’s first subscriber. Upon expiration of the term, Lessee may continue to use the City Network upon payment of such fees as the City charges other such providers.

SECTION 7. LEASE FEE

7.1 Lease Fee.

Lessee shall pay to City the following as the Lease fee (“Lease Fee”):

1. An annual Lease Fee based on the number of Lessee’s subscribers in the previous year calculated on December 31st of each year. The calculation will be based on:

2. Upon subscription of 800 business and residential subscribers, Lessee shall pay an annual Lease Fee of $12,000.

3. For each additional 100 subscribers (in tiers of 100), the annual Lease Fee shall increase by $1,500.

4. Lessee shall provide City on a semiannual basis a report of the total number of Subscribers per month, along with current customer rates.

5. Lessee shall pay the annual Lease Fee on or before March 1st, based on the total number of subscribers. The fee shall be received by the City no later than April 1. If the fee is not received by April 1, the balance of unpaid fees shall be subject to 3% per month interest charge on unpaid balance until paid in full.

10 6. When residential customer rates increase, the annual Lease Fee amounts will increase in proportion to the rate increase (e.g., if the monthly rate is increased from $49.99 to $54.99, the base and tier fees will increase by 10%).

7.2 Rates and Form of Payments.

The Lease Fee shall be paid annually, as described in Section 7.1, without setoff or deduction, by check or money order payable to City, and shall be mailed or delivered to the following address:

CITY OF UKIAH
300 SEMINARY AVENUE
UKIAH, CA 95482
Attn: Accounts Receivable
The Parties may agree in writing to change the method of payment, including electronic funds transfer.

7.3 Audit
Lessee shall provide accounting records relating to Lessee’s provision of service in the Market Area for City to audit, and shall comply with all semiannual financial reporting and audit requirements set forth in Section 17 of this Agreement.

7.4 Payment Disputes.

If Lessee disputes any invoice provided by City, Lessee will (a) pay all charges not disputed, and (b) notify City of the dispute in writing, providing the invoice number and an explanation of the issue in dispute. Payment will not prejudice Lessee’s right to dispute charges, so long as they are disputed in the manner specified in this Section. The Parties will cooperate in good faith to resolve any such disputes within a sixty (60) day period after the dispute is submitted to City. If the dispute is not resolved during this period, then either Party may seek dispute resolution in accordance with Section 21. If both Parties agree that a disputed amount is a legitimate charge, Lessee will pay such amount within ten (10) calendar days of such determination.

7.5 Services to City
Lessee shall:

A. Provide broadband internet service at a minimum of 20 Gigabits per second (“Gbps”) symmetrical upload and download speeds for the Ukiah Civic Center at 300 Seminary Avenue in Ukiah, at no charge to City. Service to this City location shall be provided to City by Lessee according to Lessee’s standard Service Level Agreement (“SLA") for businesses, attached hereto as Exhibit F.

B. Operate and maintain dark fiber to thirteen City facilities identified by City in Exhibit G, City of Ukiah Priority Facilities.

C. Irrevocably License 48 strands of fiber on the City Network to City for use at City’s sole discretion.

11 SECTION 8. TAXES; THIRD PARTY CHARGES

8.1 Definition of Taxes.

The term “Taxes” as used in this Section 8 includes any and all taxes, fees, surcharges and other related charges that may be imposed or levied on Lessee by any federal, state or local government arising from the ownership or use of the City Network. Such fees or taxes include, but are not limited to possessory interest tax, business or occupation tax, excise, lifeline assistance, low income, occupational, privilege, California Public Utilities Commission, sales, telecommunications relay service, telephone assistance, universal service funding, use, utility user, value-added, 911, or other similar fees or taxes.

8.2 Obligation to Pay Taxes.

Lessee shall be obligated to pay all Taxes when due that are associated with its provision of services and/or its use of the City Network or which could result in tax liens or other encumbrances on the City Network and shall be liable for any interest or penalties arising from its failure to do so. Lessee shall have the right entirely at its expense to contest any such Taxes in compliance with the rules governing any such contest. City shall cooperate with any such contest by Lessee, provided Lessee pays any expenses incurred by City in providing such cooperation.

8.3 Agreement to Cooperate.

Lessee and City agree to make commercially reasonable efforts to cooperate with each other and coordinate their mutual efforts concerning audits, or other such inquiries, filings, reports, etc., as may relate solely to the provision, sale or use of services, activities or transactions arising from or under this Agreement, which may be required or initiated from or by Lessee, City or any duly authorized governmental authority relating to Taxes.

SECTION 9. REQUIRED RIGHTS
Entirely at its expense, Lessee shall secure the rights necessary for the installation and maintenance of the City Network, including, but not limited to, the right to install City Network facilities on power poles owned by City alone or jointly with other utilities, including AT&T and Comcast (“Required Rights”). During the term of this Lease, City shall not impose any initial or ongoing fees for Lessee’s attachment of Fiber Optic Infrastructure or Lessee Infrastructure on power poles owned by City alone or jointly with other utilities, or Lessee’s use of City-owned underground conduit. Lessee shall maintain the Required Rights and will, at its cost, exercise any renewal right thereunder, and will use its best efforts to acquire extensions, additions or replacements as are necessary to cause the Required Rights to continue through the term of this Lease.

SECTION 10. ACCESS AND USE OF THE CITY NETWORK

10.1 Compliance with Applicable Law.

Lessee warrants that its use of the City Network shall comply with all applicable governmental codes, ordinances, laws, rules, regulations, and restrictions.

10.2 No Interference.

12 City acknowledges that Lessee has the exclusive right to use the two hundred and forty (240) strands of Leased Dark Fiber during the term of this Agreement. City shall not use the City Network in a way that materially interferes with or adversely affects the use of the City Network by Lessee. Likewise, Lessee shall not use the City Network in a way that interferes with or adversely affects the use of the City Network by City. In the event of interference caused by Lessee’s Leased Dark Fiber or Lessee Infrastructure or other equipment, City will provide notice to Lessee, and Lessee shall take immediate steps to remediate the interference. If Lessee is unsuccessful in doing so, City may take reasonable steps to remediate the interference to the extent necessary. If Lessee is experiencing interference, Lessee will notify City through a request for Non-Routine Maintenance, and City will take reasonable steps to remediate the interference.

The Parties will promptly cooperate to reestablish normal operation as soon as possible.

10.3 Cooperation.

The Parties agree to cooperate with each other in complying with any requirements of any governmental or regulatory agency or authority applicable to the City Network. The Parties agree to execute such further instruments as may be necessary or appropriate to carry out the intent of this Agreement.

The Parties further agree to cooperate on any grant activities during the initial three years of this Agreement related to securing future funding to construct additional phases of the Ukiah Gigabit Fiber Project.

The Parties shall cooperate in joint marketing efforts to the extent that this does not conflict with either Party's interests or those of other network service providers who otherwise may lease capacity from City; provided, however, City shall not be obligated to incur any direct or indirect cost or expense for any work, activities, or marketing undertaken pursuant to this Section 10.3. A Party shall not use the other Party's name or logo or imply the other Party's endorsement of services in any marketing effort without first obtaining the other Party's written consent, which consent may be withheld in each Party’s sole discretion.

10.4 No Liens.

Lessee shall not cause or permit any part of the City Network to become subject to any mechanics’ liens, or other liens for labor, services, supplies, equipment or material incurred by it, or the acts or omissions of Lessee, its employees, contractors, subcontractors or agents, and, if such lien is filed, Lessee will, at all times, promptly and fully pay and discharge such lien and wholly protect, defend and hold harmless City from all costs to remove such lien including, but not limited to, reasonable attorneys’ fees through appeal.

10.5 Network Equipment.

City is not responsible for providing or operating any network equipment needed to transmit information across the City Network except as specifically provided for herein. This Agreement shall not in any way convey to City title to or any interest in the equipment of Lessee utilized in connection with its enjoyment of the Lease.

10.6 Damages.

13 If Lessee or any of its contractors or consultants damages the City Network or any other property (pavement, flatwork, City utility infrastructure, etc.) owned by City, Lessee shall either repair or restore the City Network or other damaged property, or reimburse City for all reasonable and documented costs of repairing the City Network or other damaged property. Lessee shall maintain insurance, in compliance with Section 16.

SECTION 11. MAINTENANCE

11.1 Operation and Maintenance.

Lessee shall maintain and operate the City Network during the term of the Agreement.

Lessee shall maintain the structural aspects of the City Network in good operating condition such that they at all times conform to the Specifications, utilizing sound engineering practices in accordance with the Maintenance and Operations Specifications and Procedures attached hereto as Exhibit D. and incorporated herein by reference.

Lessee shall take the utmost care with the City Network. The attached Exhibits B and D standards shall be followed for any maintenance or repair work on the City Network.

City may contract with a third party at City’s expense to provide inspection and/or testing services to ensure that work being done by Lessee is in compliance with the specifications attached as Exhibit B.

11.2 Delegation of Maintenance Services.

City may elect to subcontract for testing, maintenance, repair, restoration, relocation, inspection, or other operational and technical services for the maintenance of the City Network if Lessee is in breach of or default under this Agreement.

11.3 Notification of Problems.

Lessee shall promptly notify City in writing of any matters pertaining to any damage or impending damage to or loss of the use of the Leased Dark Fiber or the City Network that are known to it and that could reasonably be expected to adversely affect the City Network. City shall promptly notify Lessee of any matters pertaining to any damage or impending damage to or loss of the Leased Dark Fiber or the City Network that are known to it and that could reasonably be expected to adversely affect the City Network or Lessee’s use thereof.

SECTION 12. RELOCATION

12.1 Relocation of Leased Dark Fiber.

If relocation of Leased Dark Fiber is required by a governmental agency or is determined by City to be necessary based on reasonable governmental needs of City, City shall have the right to relocate the Leased Dark Fiber within the City Network upon one hundred twenty (120) days prior written notice of any relocation. Lessee shall cooperate in good faith with City to facilitate such relocation and Lessee shall be responsible for relocation consisting of the direct costs for the reestablishment of connections in a quantity and quality materially equivalent to those connections obtained by Lessee before the relocation and installation in a manner equivalent to the initial placement. City agrees to provide advance notice of any such relocations in excess of 120 days whenever possible. City agrees to use commercially reasonable efforts, in

14 cooperation with Lessee, to minimize and avoid: (i) any interruption to Lessee’s enjoyment of the Lease, (ii) any material impact on the redundancy of the network, or (iii) any material impact on Lessee’s ability to carry traffic on the City Network with the equipment Lessee was using prior to the relocation. If a fiber relocation would materially impact route redundancy City and Lessee shall cooperate to find a reasonable solution to retain redundancy.

12.2 Payment for Relocation Made at Lessee’s Request.

If City relocates Dark Fiber, Leased Dark Fiber or any part of the City Network at the request of Lessee, Lessee shall pay for the reasonable and documented costs of City in connection with such relocation. If relocation of any part of the Dark Fiber, Leased Dark Fiber or City Network becomes necessary due to the establishment of an underground district or due to pavement preservation efforts, or any other circumstances necessitating a relocation of a portion of the Dark Fiber, Leased Dark Fiber, or City Network, Lessee shall reimburse City for associated construction costs.

SECTION 13. WARRANTY

13.1 Installation Standards.

The City Network shall be designed, engineered, installed and constructed in accordance with all applicable building, construction and safety codes for such construction and installation, as well as any and all other applicable governmental laws, codes, ordinances, statutes and regulations.

13.2 Maintenance Standards.

Lessee shall maintain the City Network in good operating condition for normal use in accordance with the Specifications attached hereto as Exhibits B, C and D.

SECTION 14. INDEMNIFICATION
To the fullest extent permitted by law, Lessee shall defend, indemnify and hold harmless City and its officials, officers, directors, employees, subcontractors, consultants, and agents, and the successors and assigns of any of them (collectively referred to as “Indemnitees”) from and against any and all claims, demands, liability, suits, causes of actions, loss, damages, costs and expenses of every kind and character, including, but not limited to, personal injury or property damage, directly arising out of Lessee’s use of the City Network, Leased Dark Fiber, City Facilities or any other City property. The duty of Lessee to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the Civil Code. The only exception to these provisions is that Lessee’s obligations under this section will not apply to the extent that claims, demands, liability, suits, causes of action, loss, damages, costs or expenses directly arise from Indemnitees’ active negligence, willful misconduct, or criminal acts. This indemnity shall survive termination of the Agreement.

Any person, firm or corporation that Lessee authorizes to work on City’s property, including contractors and subcontractors, shall be deemed to be an agent of Lessee for purposes of this indemnification provision, shall be subject to all the applicable terms herein, and shall be within the scope of Lessee’s Indemnity obligation described herein.

15 SECTION 15. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

15.1 Limitation of Liability.

Except as provided for in this Agreement, neither Party shall be liable to the other for any consequential, indirect, liquidated, or special damages or lost revenue or lost profits arising out of the performance or non-performance of any provision of this Agreement, whether arising in contract, tort (including negligence) or otherwise, even if such Party has been informed of the probability of such damages.

15.2 Disclaimer of Internet Performance.

City does not and cannot control the flow of data to and from Lessee via the Internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of third parties can impair and disrupt Lessee’s use of the City Network. City will use commercially reasonable efforts to remedy and avoid such events but cannot guarantee that such events will not occur. Accordingly, City disclaims any and all liability resulting from or relating such events. City shall not be held liable for performance of the internet provided by Lessee to Lessee’s customers.

15.3 Disclaimer of Warranties.

Except for any covenants, representations or warranties expressly set forth in this Agreement, neither Party makes any warranties, express or implied, with respect to the description, quality, merchantability completeness, fitness for a particular purpose or use of any of the services or the poles, conduit or related facilities provided pursuant to this Agreement, and all such warranties are expressly disclaimed.

SECTION 16. INSURANCE
During the design and construction of the Project, Lessee shall maintain insurance in compliance with the requirements set forth in the Agreement for Design/Build Services and General Conditions, attached hereto as Exhibit I. As of the date the Dark Fiber Lease takes effect as provided for in Section 3.1 of this Agreement, and throughout the remaining term of this Agreement, Lessee shall maintain insurance in compliance with the terms set forth in the Insurance Requirements attached hereto as Exhibit E and shall provide evidence of such coverage to City upon written request.

SECTION 17. RECORDS RETENTION, REPORTING, AND ACCESS; AUDITS; AND REVIEW

17.1 Semiannual Reporting Requirements.

At the time that the annual Lease Fee is due and six months after that due date, Lessee shall submit to City statements or reports on customer count; work completed under the Agreement; gross revenue earned within the Market Area; and Deliverables, including the GIS and, if available, Autocad map (or other mapping system that may arise in the future and be deemed mutually acceptable by both Parties) depicting the route of the Dark Fiber with street level details.

17.2 Five-Year Review of Reporting Requirements.

16 This Agreement will be reviewed by City every five (5) years to determine if modifications to the reporting requirements are necessary. Modifications may be made only through mutual agreement and shall be memorialized as an amendment to this Agreement.

17.3 Record Keeping and Reporting.

Lessee shall maintain such accounting, statistical, and other records related to its performance under this Agreement as shall be necessary to develop the reports required by this Agreement. At the written direction or approval of City, the records and reports to be maintained and provided by Lessee in accordance with the applicable provisions of the Agreement may be adjusted in number, format, and frequency, and may be required to comply with state or federal regulatory or reporting requirements.

Lessee shall maintain customer data, customer service, accounting, statistical, operational, and other records, not maintained by City in billing and collecting residential customers, related to Lessee’s performance as shall be necessary to provide the reporting required by this Agreement.

17.4 Record Retention and Security.

Records shall be maintained in forms and by methods that facilitate flexible use of the data contained in them to structure reports, as needed, pursuant to this Agreement. Lessee’s records shall be stored in one central location, physical or electronic, that can be readily accessed by Lessee. Unless otherwise required in this Agreement, Lessee shall retain all records and data required to be maintained by this Agreement for the term of this Agreement plus five (5) years after its expiration or earlier termination.

Records and data shall be in chronological and organized form and readily and easily interpreted. Lessee shall maintain adequate record security to preserve records from events that can be reasonably anticipated such as a fire, theft, and an earthquake. Electronically-maintained data and records shall be protected and backed up. To the extent that Lessee utilizes its computer systems to comply with record keeping and reporting requirements under this Agreement, Lessee shall, on a monthly basis, save all system-generated reports supporting those record keeping and reporting requirements in a static format in order to provide an audit trail for all data required.

17.5 Maintenance of Financial and Operational Records.

Lessee shall maintain accurate and complete accounting records containing the underlying financial and operating data related to and showing the basis for computation of all costs associated with providing services. The accounting records shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied.

17.6 Audits and Inspection by City.

At a mutually agreed upon time during normal business hours, but within seven (7) workdays of a written request, Lessee shall make available to City for examination at reasonable locations within City, including by electronic transmission reasonably acceptable to City, Lessee’s data and records with respect to the matters covered by this Agreement. Lessee shall permit City, or its designee, to audit, examine, and make excerpts or transcripts from such data and records, and make audits of all data relating to all matters covered by this Agreement. Lessee shall

17 maintain such data and records in an accessible location and condition for a period of not less than three (3) years following City’s receipt of final payment under this Agreement unless City agrees in writing to an earlier disposition. City or its designee shall maintain the confidentiality of Lessee’s customer list and other proprietary information, to the extent allowed by law.

17.7 Reporting Submittal Process.

All reports shall be submitted to City. Reports shall be submitted electronically via email or uploaded to a document sharing platform agreed upon by the Parties. City reserves the right to require Lessee to maintain records and submit the reports required herein through use of a City-selected web-based software platform, at Lessee’s expense.

Reports shall be submitted within thirty (30) days after the end of the reporting period. If third party information is unavailable, reports shall be submitted based on information available and reports shall be amended at a later date if additional information is received.

SECTION 18. BREACH, DEFAULT AND TERMINATION

18.1 Breach; Notice of Breach.

A. The following scenarios will be considered a material breach of the Agreement:

1. Failure to meet any financial obligation under the Agreement within thirty (30) days of the due date of any required payment.

2. Failure to provide Deliverables or to meet reporting requirements within thirty (30) days of the due date.

3. Failure to meet specified service standards for City or Lessee facilities.

4. Failure to comply with the Maintenance and Operations Specifications and Procedures set forth in Exhibit D to this Agreement.

5. Failure to perform obligations specified in this Agreement to the standards set forth in the Ukiah Gigabit Fiber Project Plans & Specifications, Fiber Splicing and Testing Standards, and Specifications and Procedures set forth in Exhibit C to this Agreement.

B. In the event either Party breaches or otherwise fails to perform the obligations set forth in this Agreement, the non-breaching Party must provide written notice of such breach including reasonable detail of the breach, and thirty (30) days to cure the breach; provided, however, that if cure of the breach is not possible within thirty (30) days after notice is provided, the cure period shall be extended so long as the breaching Party begins to cure its breach within that time period and then continues to diligently cure its breach.

18.2 Remedies Available Upon Uncured Breach.

Upon the failure by the breaching Party to cure any breach in accordance with Section

18.1, the non-breaching Party may do any or all of the following:

A. Perform or cause to be performed such unfulfilled obligations of the breaching Party. The breaching Party shall reimburse the non-breaching Party for the reasonable cost thereof, plus interest at the rate of ten percent (10%) per annum, within thirty (30) days after

18 delivery to the breaching Party of written receipts reflecting the costs and evidencing the fulfillment of such obligations;
B. Terminate this Agreement immediately upon written notice of termination, pursuant to Section 18.4 of this Agreement; and/or
C. Pursue any legal remedies it may have under this Agreement, as well as applicable law or principles of equity.

18.4 Termination
A. Termination shall be considered a remedy of last resort. If all efforts to remedy a breach have failed and the cure period of thirty (30) days and any extension thereof has passed, the nonbreaching Party may elect to terminate the Agreement upon sixty (60) days’ written notice.

B. Upon City's election to terminate this Agreement, or a portion thereof, City shall have the right to complete the work under this Agreement, or the portion involved, by whatever means and methods it deems expedient, including the hiring of others on such terms as City deems advisable. City shall not be required to obtain the lowest prices for completing the work under this Agreement, or a portion of it but shall make such expenditures as, in City's sole reasonable judgment, best accomplish such completion.
.

City will issue to Lessee a written notice specifying that the Agreement, or portion thereof, is terminated. Upon receipt of said written notice and, except as otherwise directed in writing by City, Lessee shall stop all work under the Agreement; or if partial termination, stop work relating to the terminated portion of the Agreement.

If only a portion of the work has been terminated, Lessee shall perform the remainder of the work in conformity with the Agreement and in such a manner as not to interfere with City or others in their performance and completion of the portion of the work which was terminated.

18.5 Survival.

Notwithstanding the provisions of this Section, the expiration or termination of this Agreement shall not affect the rights or obligations of either Party hereto with respect to any payment for services rendered prior to the date of termination, or pursuant to the Sections of this Agreement entitled Indemnification, Limitation of Liability, Insurance and Taxes with respect to matters or claims arising or accruing prior to expiration or termination hereof, or pursuant to any other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement.

SECTION 19. COVENANTS

19.1 Lessee Covenants.

Except as expressly authorized by applicable laws or this Agreement, in the exercise and performance of its rights and obligations under this Agreement, Lessee covenants and agrees:

19 A. Lessee shall comply with all applicable federal, state and local laws in the exercise and performance of its rights and obligations under this Agreement. Lessee shall comply with any City Encroachment Permit or other permit issued to Lessee in connection with the location of Lessee Infrastructure within the public right-of-way. Lessee shall obtain, as required, any and all necessary approvals for the design, construction, installation, operation and testing of Lessee Infrastructure to be located within City;
B. Lessee shall not interfere in any manner with the existence and operation of any and all public and private rights-of-way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electric and telephone wires, electroliers, cable television, and other telecommunications, utility, and municipal property without the express written approval of the owner or owners of the affected property or properties. Lessee shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf within the public right-of-way or to permit anyone under its direct control or doing work on its behalf to do anything that which may in any way obstruct or interfere with the rights of any person located within the public right-ofway, or injure them, or use or allow the public right-of-way to be used by anyone under its direct control or doing work on its behalf for any improper or unlawful purpose. Notwithstanding the foregoing, this shall not be construed to prohibit Lessee from installing Infrastructure within City or otherwise exercising its rights and carrying out its obligations under this Agreement, provided however that this sentence is not intended nor shall it be construed to increase Lessee's rights under this Agreement.

C. Lessee shall be permitted to present this Agreement for purposes of obtaining financing; however, if any entity to whom this Agreement has been presented attempts to perfect an interest therein, that entity must comply with the provisions of Section 26 regarding assignment.

Lessee shall not under any circumstances pledge or present the Leased Dark Fiber as an asset to anyone for any purpose. The Leased Dark Fiber is public property owned by City and shall not be pledged to any party.

D. Lessee shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf in, on or about the Dark Fiber, Leased Dark Fiber or City Network, or Lessee Infrastructure located within City, which is prohibited by, or will in any way conflict with, any laws now in force by City or which may hereafter be enacted or promulgated by an entity other than City;
E. Lessee shall not, in connection with this Agreement, commit, cause, maintain or permit nor suffer, or allow to be committed, caused, maintained or permitted by anyone under its direct control or doing work on its behalf, any waste, abuse or destructive use within the public right-of-way, nor any public or private nuisance, nor any other act or thing which may disturb the quiet enjoyment of any other person lawfully using the public right-of-way; F. Lessee shall be solely and fully responsible for the reporting of all hazardous materials releases to the appropriate agencies, when such releases are caused by, or result from, Lessee's activities or by anyone under its direct control or doing work on its behalf. Lessee shall take all necessary precautions to prevent any hazardous materials used by Lessee or by anyone under its direct control or doing work on its behalf, from entering into any storm or sewage drain system or from being released within the public right-of-way and shall be solely responsible for any cleanup and/remediation required by any federal, state or local agency.

20 19.2. City Covenants.

A. City shall comply with applicable federal, state and local laws in the exercise and performance of its rights and obligations under this Agreement. City shall comply with any City permit issued in connection with the City Network within the public right-of-way.

B. City shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf in, on or about the Dark Fiber, Leased Dark Fiber, City Network or Lessee Infrastructure, which is prohibited by or will in any way conflict with any laws now in force or which may hereafter be enacted or promulgated. However, if any laws, rules, ordinances, resolutions or other regulations which are enacted or promulgated by a governmental entity (other than City) after the Effective Date of this Agreement materially (a) change the economics of this Agreement, or (b) interfere with Lessee's or City’s rights provided hereunder, City shall provide Lessee sixty (60) days’ notice of the required changes. Lessee and City shall work cooperatively to reach mutually agreeable modifications to this Agreement to comply with the required changes.

SECTION 20. CONFIDENTIALITY
Confidential Information. Lessee acknowledges that City is a public agency subject to the requirements of the California Public Records Act. City acknowledges that Lessee may submit information to City that Lessee considers confidential, proprietary, or trade secret information, or otherwise not subject to disclosure pursuant to an exemption to the California Public Records Act (“Confidential Information”). The provisions of this Section 20 shall survive and shall continue to be binding upon the Parties for a period of three (3) years following the date of termination of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information which (A) is disclosed with the prior written consent of the originating Party, (B) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (C) was lawfully in a Party’s possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation; or (D) is developed independently by a Party based solely on information that is not considered confidential under this Agreement.

A. Either Party may, without violating this Section 20, disclose matters that are made confidential by this Agreement to those who have a demonstrated need to know such Confidential Information, including its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective co-owners, investors, lenders, underwriters, contractors, suppliers, and others involved in construction, operation, and financing transactions and arrangements for a Party or its subsidiaries, affiliates, or parent; to governmental authorities and parties involved in any proceeding in which either Party is seeking a permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; to governmental authorities or the public as required by any applicable law, regulation, order, rule, ruling or other requirement of law, including oral questions, discovery requests, subpoenas, civil investigations or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports. Prior to any such disclosure, the disclosing Party shall notify the non-disclosing Party in writing of its intention to disclose Confidential Information, the reason(s) for the proposed disclosure, and the name(s) and address(es) or organization(s) of the intended recipient(s), and shall seek and obtain the nonPage 663 of 741 21 disclosing Party’s consent in writing prior to any such disclosure, subject to the provisions of the California Public Records Act (7920.000 – 7931.000), and except as otherwise provided in said Act.

B. If a Party is requested or required, pursuant to any applicable law, regulation, order, rule, ruling or other requirement of law, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice to the other Party of such request or requirement so that, at such other Party’s expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure.

C. Confidential Information of Lessee provided to City pursuant to this Agreement will become the property of City, and Lessee acknowledges that City shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of City’s copying or releasing to a third party any Confidential Information of Lessee pursuant to the California Public Records Act.

D. If City receives a California Public Records Act request for Confidential Information of Lessee, and City determines that such Confidential Information is subject to disclosure under the California Public Records Act, then City will notify Lessee of the request and its intent to disclose the documents. City, as required by the California Public Records Act, will release such documents unless Lessee timely obtains a court order prohibiting such release. If Lessee, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a California Public Records Act request, then Lessee undertakes and agrees to defend, indemnify and hold harmless City from and against all suits, claims, and causes of action brought against City for City’s refusal to disclose Confidential Information of Lessee to any person making a request pursuant to the California Public Records Act. Lessee’s indemnity obligations shall include all actual costs incurred by City, and specifically includes costs of experts and consultants as well as all damages or liability of any nature whatsoever arising out of any such suits, claims, and causes of action brought against City, through and including any appellate proceedings. Lessee’s obligations to City under this indemnification provision shall be due and payable on a monthly, ongoing basis within thirty (30) days after each submission to Lessee of City’s invoices for all fees and costs incurred by City, as well as all damages or liabilities of any nature.

E. Each Party acknowledges that any disclosure or misappropriation of Confidential Information by such Party in violation of this Agreement could cause the other Party irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore, each Party agrees that the non-breaching Party shall have the right to apply to any court of competent jurisdiction for a restraining order or an injunction restraining or enjoining any breach or threatened breach of this Agreement and for any other equitable relief that such non-breaching Party deems appropriate. This right shall be in addition to any other remedy available to the Parties in law or equity.

SECTION 21. DISPUTE RESOLUTION
Except for preliminary injunctive relief or as otherwise specifically provided in or permitted by this Agreement, all disputes, differences of opinion or controversies arising in connection with this Agreement shall first be resolved through an Informal Dispute Resolution process of good

22 faith negotiation to arrive at an agreeable resolution. In the event of a dispute, either Party may give the other Party written notice of the dispute (“Dispute Notice”). If, after negotiating in good faith for a period of sixty (60) calendar days from the date the Dispute Notice was given, or any agreed further period, the Parties are unable to resolve the dispute, then either Party may file a limited civil action under Code Civ. Proc. §86 in the Mendocino County Superior Court which is currently limited to disputes of $35,000 or less. For any dispute that exceeds the jurisdictional limit on civil disputes under §86 or any successor provision, the dispute shall be subject to binding arbitration pursuant to Cal. Code Civ. Proc. §1280 et seq. Each Party shall bear its own costs of these procedures, including attorneys’ fees. The Parties will equally split the arbitration fees. The arbitrator’s award will be final and binding, and judgment upon the arbitrator’s award may be entered in any court having jurisdiction thereof. Subject to Code of Civil Procedure Section 1286.4, in determining whether to enter judgment based on the arbitration award, the court shall vacate the award if it determines either that the award is not supported by substantial evidence or that it is based on an error of law. .

SECTION 22. FORUM AND GOVERNING LAW
Any litigation seeking preliminary injunctive relief, amounts subject to limited civil jurisdiction or relating to the enforcement of the mandatory arbitration provisions of Section 21 or enforcement of an arbitration award shall be brought in Mendocino County, and venue shall lie in Mendocino County. If a change of venue is requested pursuant to Code Civ. Proc. §394, the parties agree that an out-of-county judgment assigned by the Judicial Council shall conduct court proceedings in Mendocino County Superior court. Any such litigation will be governed by the laws of the State of California.

SECTION 23. RELATIONSHIP OF THE PARTIES
The relationship between the Parties shall not be that of partners, agents or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, but not limited to federal income tax purposes. In performing any of their obligations hereunder, the Parties shall be independent contractors or independent Parties and shall discharge their contractual obligations at their own risk.

SECTION 24. NOTICES
Whenever written notice or document submission is required or permitted by this Agreement, it shall be delivered by registered or certified mail, overnight courier, or attached to an email communication that requests a return receipt and which is acknowledged as received by the recipient, addressed or sent as follows:

To City:

CITY OF UKIAH
Attention: City Clerk
300 Seminary Avenue
Ukiah, CA 95482
Email: [email protected]
With a copy of Notices to:

23 CITY OF UKIAH
Attention: City Manager
300 Seminary Avenue
Ukiah, CA 95482
Email: [email protected]
To Lessee:
_____________
Attention: , [[NAME]] Project Manager
_______________
________________
Email:

With a copy of Notices to:
________________
Attention:______________
______________
________________
Email: ________________
Either Party, by similar written notice, may change or add addresses to which Notices or documents shall be sent.

SECTION 25. WAIVER
No failure, forbearance, neglect, or delay by either Party in enforcing this Agreement or any provision herein or exercising any rights contained in this Agreement shall affect or limit such Party’s right to strictly enforce same and shall not constitute or be implied as a waiver of any right to enforce same in the future.

SECTION 26. ASSIGNMENT
Lessee shall not sublease the City Network, the Leased Dark Fiber, or any portion thereof, this Agreement or any interest therein directly or indirectly, by operation of law or otherwise, without the prior written consent of City, which may be withheld at its sole discretion. Any attempt to do so without City’s consent shall be null and void, and any assignee or sublessee, shall acquire no right or interest by reason of such attempted assignment or sublease. Notwithstanding the foregoing provisions to the contrary, Lessee must provide written notice and obtain City’s written consent prior to assigning this Agreement to any entity controlling, controlled by, or under common control with, Lessee, or to a successor by merger or the purchaser of substantially all of the assets of Lessee. Any change of control of Lessee shall be considered an assignment requiring City’s consent. City’s consent to the change of control shall not be unreasonably withheld.

SECTION 27. FORCE MAJEURE.

Neither Party shall be liable for any delay in or failure of performance hereunder due to causes beyond such Party’s reasonable control, including but not limited to, acts of God, fire,

24 flood, earthquake, ice storms, wind storms or other severe weather events, explosion, vandalism, cable cut, terrorist acts, insurrection, riots or other civil unrest, epidemic, pandemic, national or regional emergency, unavailability of rights-of-way, a governmental authority’s failure to timely act, inability to obtain equipment, material or other supplies due to strike, lockout or work stoppage, or any law, order, regulation, direction, actions or request of any civil or military governmental authority (each a “Force Majeure Event”). This Section shall only excuse delay in or failure of performance if the Party seeking excuse provides a showing of impossibility or impracticality of timely performance. The excused Party shall resume performance of the obligation at the conclusion of the Force Majeure Event
SECTION 28. MISCELLANEOUS

28.1 The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns.

28.2 Except as otherwise expressly provided, the rights and remedies set forth in this Agreement are in addition to, and cumulative of, all other rights and remedies at law or in equity.

28.3 The headings in this Agreement are strictly for convenience and do not amplify or limit any of the terms, provisions or conditions hereof.

28.4 In the event any term of this Agreement is held invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement will be in any way affected.

28.5 This Agreement may be amended or modified only by a written instrument executed by both Parties.

28.6 No failure to exercise and no delay in exercising, on the part of either Party, any right, power or privilege hereunder will operate as a waiver, except as expressly provided herein.

28.7 If any conflict or contradiction exists between this Agreement and any Addendum, the terms of the Addendum shall control.

28.7 This Agreement is made and entered into for the sole benefit of City and Lessee. No third party shall be deemed to have any rights under this Agreement; there are no third-party beneficiaries to this Agreement.

28.8 Those provisions that by their nature and import must survive expiration or earlier termination of this Agreement in order to be given their full force and effect shall so survive.

28.9 This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. Any executed documents sent to the other Parties in portable document format (pdf) images via email will be considered the same as an original document. The Parties consent to the use of electronic signatures.

SECTION 29. ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements and representations between the Parties respecting this Public-Private Partnership, Design/Build, and Fiber Lease Agreement, and contains all the terms, conditions and obligations of the Parties with respect to this

25 Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

SECTION 30. RECITALS AND EXHIBITS
The Recital clauses stated above are incorporated into this Agreement by reference. The Exhibits listed below and attached hereto are incorporated into and made a part of this Agreement.

Exhibit A: City Network Map
Exhibit B: Construction Standards:

Exhibit C: Fiber Optic Testing Standards and Procedures Exhibit D: Maintenance and Operations Specifications
Exhibit E: Insurance Requirements
Exhibit F: Lessee Service Level Agreement
Exhibit G: City Priority Facilities
Exhibit H: Microtrench Agreement
Exhibit I : Agreement for Design/Build Services and General Conditions Exhibit J: Company’s Construction Proposal
Exhibit K: Letter Requesting Proposal and addenda
Exhibit L: FFA Grant Award
Exhibit M: FFA Grant Application
Exhibit N: Appendix A-Federal Funding Account Program Rules and Guidelines IN WITNESS WHEREOF, each Party has caused this Agreement to be executed as of the date first set above, by its duly authorized representative.

Vero Fiber Networks, LLC
By:_________________________________
Name: ______________________________
Title: _______________________________

CITY OF UKIAH
By: _________________________________
Name: ______________________________
Title: ________________________________

26 APPROVED AS TO FORM:

By: _________________________________
Name: ______________________________
Title: City Attorney

1 AGREEMENT FOR DESIGN/BUILD SERVICES

CITY OF UKIAH

UKIAH GIGABIT FIBER PROJECT
(PROJECT #________)
THIS AGREEMENT is made this 20th day of August, 2025, by and between Vero Fiber Networks, LLC, a limited liability company (“Company’” "Design Build Entity," or “DBE”), and the CITY OF UKIAH (“City”) (“D/B Agreement”). City and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
The Parties have mutually covenanted and agreed, and by these presents do covenant and agree with each other, as follows:

Preamble
Pursuant to California Government Code §§ 5956-5956.10, Company and City have entered into a Public-Private Partnership, Design/Build, and Fiber Lease Agreement, pursuant to which Company has agreed to (1) design and construct the Ukiah Gigabit Fiber Project and the City Network, and (2) lease, operate and maintain the City Network for a term of 35 years. Capitalized terms in this D/B Agreement and the attached and incorporated General Conditions shall have the meaning defined in the Public-Private Partnership, Design/Build, and Fiber Lease Agreement to which this D/B Agreement is attached and incorporated, unless otherwise defined herein.

Article I. Work
DBE shall provide, furnish, and perform all necessary planning, architectural, engineering, and all other design services of any type, procurement, permitting and support services, construction, landscaping, clean-up, and will contract with licensed California contractors to provide, furnish, and perform other construction services of any type, provide and furnish all necessary supplies, materials and equipment(except those to be provided by City, if any) and all necessary supervision, labor, and services required for the complete engineering, design, procurement, quality assurance, construction and all necessary installation, start-up and testing required for a complete Ukiah Gigabit Fiber Project (as defined in the Public-Private Partnership, Design/Build and Fiber Lease Agreement) (hereinafter, the all-inclusive obligations of DBE set forth in this sentence shall be referred to as the "Work"). Except with regard to any material to be provided and/or installed by City, DBE shall fully commission and turn over a complete Ukiah Gigabit Fiber Project to City.

Without limiting the generality of this paragraph, DBE shall provide the following work and services:

1.1 DBE shall cause to be prepared complete designs, engineering, working drawings, shop drawings, permit applications, and generate drawings and/or engineering analysis setting forth in detail the specifications and requirements for the purchasing and procurement of the services, materials and equipment and for the construction of the complete, operational, and fully functional Ukiah Gigabit Fiber Project, and shall furnish the services of all necessary supervisors, engineers, designers, draftsmen, and other personnel necessary for the preparation of those drawings and specifications required for the Work, including any necessary field verification that the construction of the Ukiah Gigabit Fiber

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2 Project will not conflict with or damage any existing facilities used by other public utilities, including the pertinent information for natural gas, water supply, sewer, electricity and any other utilities, as required.

1.2 DBE shall engage contractors with required licenses in good standing from the California Contractors State License Board (“CSLB”) to provide, install and complete as specified and pay for all labor, materials and equipment, tools, supplies, construction equipment and machinery, permits, construction, start-up and testing, utilities, transportation, and other facilities and services (including any temporary materials, equipment, supplies and facilities) necessary for the proper execution and completion of the Ukiah Gigabit Fiber Project. DBE shall provide City with information satisfactory to City about such contractors’ experience and qualifications for constructing the Ukiah Gigabit Fiber Project.

1.3 DBE shall be responsible for insuring that its contractors furnish the services of all supervisors, forepersons, skilled and unskilled labor and all other personnel necessary to design and construct the complete Ukiah Gigabit Fiber Project.

Article II. City’s Project Manager and Representatives

2.1 City may delegate all or part of its rights, responsibilities and duties to a City Project Manager or other representative. City shall inform DBE in writing of such assignment and the extent of its representative’s authority. City shall remain responsible for resolving questions or disputes between DBE and City’s Project Manager.

Article III. Ukiah Gigabit Fiber Project Deliverables
The design and construction deliverables for the Ukiah Gigabit Fiber Project shall be subject to the following standards and requirements and as provided in the General Conditions:

3.1 Design Deliverables

3.1.1 Conceptual
a. Submit a proposed PDF design with the proposal.
b. Provide a high-level design in .shp format within 30 days of D/B Agreement execution.

3.1.2 Preliminary Design
a. Submit O-Calc data for proposed pole attachments within 90 days of the D/B Agreement execution.
b. O-Calc data in .pdf format for every pole with the fiber installed (final design), 100 poles per file, listed in consecutive order of construction. c. Excel file: City pole number, heights of all attachments including new fiber, span guys and dead-end guying, storage poles. Company pole number/ City pole number cross reference (if Company renumbers pole).

3.1.3 60% Design

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3 a. Submit a detailed plan set and specifications in .pdf and .shp low-level design format within 90 days of D/B Agreement execution.

3.1.4 Final Design
a. Submit the final plan set and .shp files within 30 days of receiving review comments.
b. Permit application submittals

3.2 Construction Deliverables from DBE:

3.2.1 Pre-Construction
a. Provide a detailed construction schedule in Gantt chart format within 15 days of receiving the final design approval.
b. Submit a construction site logistics plan, including staging areas, traffic control, and site access, within 10 days before mobilization.
c. Deliver a materials procurement list, including specifications and sources, within 20 days of D/B Agreement execution.

3.2.2 Construction Phase
a. Submit weekly progress reports, including updates on schedule, budget, and key milestones.
b. Provide as-built drawings in .PDF and .shp formats on a bi-weekly basis during construction progress.
c. Ensure daily safety reports and quality assurance/quality control (QA/QC) checklists are completed and submitted to the City Project Manager. d. Weekly project meetings with Company project manager and City team. e. Weekly Certified Payroll Reports, uploaded to DIR and electronic copy submitted to City Project Manager

3.2.3 Post-Construction
a. Submit final as-built drawings in both .PDF and .shp formats within 15 days of Ukiah Gigabit Fiber Project completion.
b. Provide a construction closeout package, including warranties, manuals, and a maintenance plan, within 30 days of completion.
c. Facilitate a final inspection with City and submit a punch list resolution report within 7 days post-inspection.
d. Provide a project completion report, summarizing all deliverables, lessons learned, and final Ukiah Gigabit Fiber Project metrics.

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4 Article IV. Contract Time and Delay Damages

4.1 DBE shall complete the Work within the following schedule reflecting the date the Contract Time commences to run as set forth in the Notice to Proceed and the General Conditions.

4.1.1 DBE acknowledges that it is in City’s best interest for DBE to begin work as soon as possible after City executes the Public-Private Partnership, Design/Build, and Fiber Lease Agreement, and issues the Notice to Proceed as defined in the attached General Conditions. DBE may, at its option, phase preparation and issuance of construction documents to facilitate commencement of work such as site work, network switches, and construction, and underground fiber network installation.

City will reasonably phase its reviews and approvals of such phasing to support DBE’s work.

4.1.2 DBE shall achieve Final Completion as defined in Section 9-03 of the General Conditions, not later than October 23rd, 2026, plus any extensions thereof allowed in accordance with the Contract Documents.

4.1.3 DBE shall fully participate in and cooperate with City in obtaining all necessary final approvals required to operate the Ukiah Gigabit Fiber Project.

4.2 Delay Damages
City and DBE recognize that time is of the essence of this D/B Agreement, and that City may incur additional contract administration expenses and potential reduction in Ukiah Gigabit Fiber Project funding from the CPUC grant if the Work is not completed within the time specified in Paragraph 4.1.2 above plus any extensions thereof allowed in accordance with the Contract Documents.

Accordingly, City and DBE agree that: (1) if City is denied undistributed grant funds or is required to pay back all or a portion of the grant due to Avoidable Delays determined in accordance with Sections 8.03–8.09 of the General Conditions, DBE is responsible for such payment and shall indemnify and defend City from and against any liability therefor, including, but not limited to, any and all costs to contest any forfeiture of undisbursed grant funds or any demand or requirement to repay grant funds due to such delays; and (2) DBE shall reimburse City for any additional costs incurred for Project management or oversight.

4.3 Other than the actual damages included in Section 4.2, DBE shall have no liability for consequential damages arising out of the completion of the Work under the Contract Documents. However, this Section 4.3 does not apply to claims against City by third parties arising out of DBE’s or its contractors’ performance under this D/B Agreement.

4.4 Compensable delays, (i.e., delays that are excusable and for which DBE requests an extension of time or increase in compensation) claimed by DBE shall be evaluated and determined based upon the specific factors involved and the causes of the delays including trade standards and any other acceptable means for the resolution of compensable delays as may be agreeable to both Parties.

Article V. Contract Price

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5 5.1 City shall pay DBE in accordance with the Contract Documents and the amounts stipulated in DBE’s Cost Proposal. The total Contract Price for the design and construction of the Ukiah Gigabit Fiber Project shall be: Three Million Two Hundred seventy-seven thousand six hundred and fifty-four dollars ($3,277,654.00).

5.2 The Contract Price is all-inclusive and includes all Work; all federal, state, and local taxes on materials and equipment, and labor furnished by DBE, its contractors, consultants, architects, engineers, and vendors or otherwise arising out of DBE's or its contractors’ performance of the Work, including any increases in any such taxes during the term of this D/B Agreement; and any duties, fees, and royalties imposed with respect to any materials and equipment, labor or services. The taxes covered hereby include occupational, sales, use, excise, unemployment, FICA, and income taxes, customs, duties, and any and all other taxes on any item or service that is part of the Work, whether such taxes are normally included in the price of such item or service or are normally stated separately.

Article VI. Terms of Payment

6.1 Payment to DBE shall be per Section 9 of the General Conditions. Monthly invoices must provide a detailed description of each task, time expended, fees charged, and supporting documentation, including certified payroll reports for the period being invoiced. Payments to DBE are due within 30 days of the date of submission by DBE of an invoice that is approved by City. Retention, including its calculation and release, shall also be governed by Section 9 of the General Conditions.

Article VII. DBE's Representations and Warranties
DBE makes the following representations and warranties:

7.1 By execution of the attached CERTIFICATION OF WORKERS' COMPENSATION, DBE certifies its and its contractors’ awareness of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and compliance with such provisions before commencing the performance of this D/B Agreement.

7.2 DBE and its contractors have visited the Ukiah Gigabit Fiber Project site and have reasonably examined the nature and extent of the Work, site, locality, actual conditions, as-built conditions, and all local conditions and federal, state and local laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work or which relate to any aspect of the design and the means, methods, techniques, sequences or procedures of construction to be employed by DBE and safety precautions and programs incident thereto.

DBE and its contractors have reasonably examined all reports of exploration and tests of subsurface conditions, as-built drawings, drawings or reports, made available for design and construction purposes, including those which are specifically identified by City or provided as part of the Contract Documents. DBE accepts the criteria set forth in these documents and the General Conditions to the extent of the information contained therein upon which DBE and its contractors are entitled to rely. DBE agrees that except for the

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6 information so identified or provided by City, DBE and its contractors do not and shall not rely on any other information contained in these documents.

7.3 After City’s execution of the Public-Private Partnership, Design/Build and Fiber Lease Agreement, DBE will conduct or obtain any additional examinations, investigations, explorations, tests, reports and studies, including, but not limited to, geotechnical investigations upon which the design will be based, that pertain to the surface and subsurface conditions, as-built conditions, underground facilities and all other physical conditions at or contiguous to the site as DBE considers necessary for the performance or furnishing of Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents.

7.4 DBE has correlated with the terms and conditions of the Contract Documents the results of all observations, examinations, investigations, explorations, tests, reports and studies obtained by DBE in pursuant to Section 7.2.

7.5 DBE and its contractors are duly licensed, organized, existing and in good standing under applicable state law, and are duly qualified to conduct business in the State of California.

7.6 DBE has duly authorized the execution, delivery and performance of this D/B Agreement, the other Contract Documents and the Work to be performed herein. The Contract Documents do not violate or create a default under any instrument, agreement, order or decree binding on DBE.

Article VIII. Contract Documents

8.1 All of the documents identified in Section 8.2 are intended to be coordinated so that any work called for in one and not mentioned in the other or vice versa is to be executed the same as if mentioned in all said documents. The documents constituting the complete D/B Agreement are hereinafter collectively referred to as the “Contract Documents.”

8.2 The “Contract Documents” comprise the following, including all changes, addenda and modifications thereto:
• Agreement for Design/Build Services (this D/B Agreement) • General Conditions
• Design Criteria (as described in the Letter Requesting a Proposal) • Design-Build Cost Proposal (as submitted by DBE and accepted by City) • Drawings and Technical Specifications (as submitted by DBE and approved by City pursuant to Article I)
• Worker’s Compensation Certification
• Fair Employment Practices Certification Performance Bond • Payment Bond
• FFA Grant Application
• FFA Grant Award
• FFA Grant Requirements
• Notice of Grant Award
• Notice to Proceed – Design

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7 • Notice to Proceed – Construction
• Approved Change Orders

8.3 The contract requirements for design and construction are as defined in the Contract Documents, unless otherwise specifically excluded, modified, or amended. Construction documents produced by DBE may serve as contract documents between DBE and its contractors but are an instrument for fulfilling this D/B Agreement’s requirements as defined by the Contract Documents and do not replace them.

8.4 There are no Contract Documents other than those listed above in this Article VIII. Any reports or information provided regarding or pertaining to existing conditions, the Geotechnical Report if applicable, and other information supplied through these documents, are not Contract Documents. The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions.

Article IX. DBE’s Contractors

9.1 DBE shall provide documentation satisfactory to City of DBE’s contractors' experience and qualifications to construct the Work, including similar jobs performed in the last five years.

9.2 DBE’s contractors shall possess a license in good standing from the California Contractors State License Board..

Article X. Miscellaneous

10.1 Definitions. Capitalized terms in this D/B Agreement and the attached General Conditions shall have the meaning defined in the Public-Private Partnership, Design/Build and Fiber Lease Agreement to which this D/B Agreement is attached and incorporated, unless otherwise defined herein. The term “Contract Documents” is defined in Article VIII of this D/B Agreement.

10.2 No liability of City Employees. No person signing this D/B Agreement for or on behalf of City or acting as an employee or representative of City, shall be held personally liable on this D/B Agreement, or upon any warranty of authority, or otherwise.

10.3 Allowances. The Contract Price includes all allowances (if any).

10.4 Governing Law. This D/B Agreement is executed in California and is intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect.

10.5 Dispute Resolution. Disputes and claims under this D/B Agreement are subject to the provisions in Sections 21 and 22 of the Public-Private Partnership, Design/Build and Fiber Lease Agreement.

10.6 Design Review. City shall have the right to timely and fully review all phases of DBE's design including, but not limited to, drawings, specifications, shop drawings, samples and submittals, as specified in the Contract Documents. Such review, approval and other action shall not relieve DBE of its responsibility for a complete design complying with the requirements of the Contract Documents; but rather, such review shall be in furtherance of

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8 City's monitoring and accepting the design as developed and issued by DBE, consistent with these Contract Documents. DBE's responsibility to design and construct the Ukiah Gigabit Fiber Project in conformance with the Contract Documents shall be absolute.

10.7 Ownership of Work. The parties acknowledge and agree that all documents, designs, and reports prepared by DBE under this D/B Agreement are works made for hire under 17 U.S.C. Section 201 and become the property of City upon creation. DBE must provide digital and hard copies of all deliverables as specified in Article III of this D/B Agreement.

10.8 Independent Contractor. DBE is an independent contractor and not an agent, employee, or representative of City. DBE assumes full responsibility for its employees, including compliance with federal and state tax and insurance requirements. DBE warrants that it is properly licensed and maintains its own office and staff.

10.9 Indemnification. DBE agrees to indemnify, defend and hold harmless the City and its officers, employees, and agents from and against any and all claims or damages arising from DBE’s performance under the Contract Documents, except for those caused by the City’s sole negligence or willful misconduct. Indemnification includes all defense costs, including, but is not limited to, the fees of attorneys, experts, investigators and consultants and any amounts awarded in any settlements, or by any judgments arising from claims related to the Contract Documents. DBE shall provide the City with any legal defense required by this section by qualified and experienced attorneys approved by City, such approval not to be unreasonably withheld.

10.10 Notices. Whenever written notice or document submission is required or permitted by this D/B Agreement, it shall be delivered by registered or certified mail, overnight courier, or attached to an email communication that requests a return receipt and which is acknowledged as received by the recipient, addressed or sent as follows:

To the City:

CITY OF UKIAH
Attention: Andrea Trincado, Project Manager
300 Seminary Avenue
Ukiah, CA 95482
Email: [email protected]
With a copy of Notices to:

CITY OF UKIAH
Attention: City Manager
300 Seminary Avenue
Ukiah, CA 95482
Email: [email protected]
To Company:

Vero Fiber Networks
Attention: Sunita Krishna, Chief Executive Officer

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9 P.O. BOX 426
Gretna, NE 68028
To Email: [email protected]; [email protected]
With a copy of Notices to: Evan Biagi, Chief Revenue Officer Either Party, by similar written notice, may change or add addresses to which Notices or documents shall be sent.

10.11 Interpretation.

1. The Parties acknowledge and agree that each has been given the opportunity to independently review this D/B Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions of the D/B Agreement.

2. In the event of a controversy or dispute between the Parties concerning the provisions herein, this document shall be interpreted according to the provisions herein and no presumption shall arise concerning the draftsmanship of such provision.

10.12 Integration. This D/B Agreement supersedes any and all agreements, either oral or in writing, between the Parties with respect to the subject matter herein. Each Party to this D/B Agreement acknowledges that no representation, statement or promise by any Party which is not embodied in the Public-Private Partnership, Design/Build and Fiber Lease Agreement and/or this D/B Agreement, shall be valid or binding on City or DBE.

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10 IN WITNESS WHEREOF, this D/B Agreement being executed in duplicate and the Parties having caused their names to be signed by authority of their duly authorized office this _______ day of ______________, 2025.

CITY OF UKIAH, MENDOCINO COUNTY, CALIFORNIA
By:

SAGE SANGIACOMO, CITY MANAGER, CITY OF UKIAH
Attest:

KRISTINE LAWLER, CITY CLERK, CITY OF UKIAH

COMPANY TELECOM, LLC
By:

Cer Fiber Networks, LLC, by its Chief Executive Officer Attest:

Title:

The foregoing D/B Agreement is approved as to form and legality this ______day of ___________________, 2025.
___________________________________

CITY ATTORNEY, CITY OF UKIAH

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ATTACHMENT GC

CITY OF UKIAH

GENERAL CONDITIONS
FOR

AGREEMENT FOR DESIGN/BUILD SERVICES

UKIAH GIGABIT FIBER PROJECT
PROJECT NO. _____________

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i

TABLE OF CONTENTS
PAGE

GENERAL CONDITIONS
SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS............................................. 1 1-01. Definitions
1-02. Examinations Letter Requesting a Proposal, Any Amendments Thereto, and Site of Work 1-03. Identification of Subcontractors
1-04. General Provisions of the Standard Specifications 1-05. Addenda
SECTION 2. SCOPE AND INTENT OF CONTRACT.................................................................................. 2 2-01. Effect of Inspection and Payments
2-02. Effect of Extension of Time
2-03. Extra Work
2-04. Assignment of D/B Agreement
2-05. Subcontractors
2-06. Interpretation of General Conditions and Drawings 2-07. Liability of City Officials
2-08. Dispute Resolution
SECTION 3. BONDS.................................................................................................................................... 3 3-01. Faithful Performance Bond
3-02. Material and Labor Bond
3-03. Defective Material and Workmanship Bond
3-04. Notification of Surety Companies
SECTION 4. INSURANCE REQUIREMENTS AND INDEMNIFICATION ................................................... 4 4-01. Minimum Scope of Insurance
4-02. Minimum Limits of Insurance
4-03. Deductibles and Self-Insured Retentions
4-04. Other Insurance Provisions
4-05. Acceptability of Insurers
4-06. Verification of Coverage
4-07. Subcontractors
4-08. Indemnification
SECTION 5. RESPONSIBILITIES AND RIGHTS OF DESIGN BUILD ENTITY ......................................... 6 5-01. Legal Address of Design Build Entity
5-02. Office of Design Build Entity at Site
5-03. Attention to Work
5-04. Liability of Design Build Entity
5-05. Protection of Persons and Property
5-06. Protection of City Against Patent Claims
5-07. Protection of Design Build Entity's Work Property 5-08. Regulations and Permits
5-09. Construction Utilities
5-10. Approval of Design Build Entity's Plans
5-11. Suggestions to the Design Build Entity
5-12. Termination of Unsatisfactory Subcontracts
5-13. Preservation of Stakes and Marks
5-14. Assistance to Engineer

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ii
5-15. Removal of Condemned Materials and Structures
5-16. Proof of Compliance with D/B Agreement
5-17. Errors and Omissions
5-18. Cooperation
5-19. Right of Design Build Entity to Stop Work
5-20. Hiring and Dismissal of Employees
5-21. Wage Rates
5-22. Temporary Facilities
5-23. Public Convenience and Safety
5-24. Maintaining Traffic
5-25. Stream Pollution
5-26. Safety Requirements
5-27. Detection of Underground Utilities
5-28. Cleaning Up
5-29. Guaranty
SECTION 6. RESPONSIBILITIES AND RIGHTS OF CITY....................................................................... 12 6-01. Authority of the Engineer
6-02. Inspection
6-03. Surveys
6-04. Rights-of-Way
6-05. Retention of Imperfect Work
6-06. Changes in the Work
6-07. Additional Drawings by City
6-08. Additional and Emergency Protection
6-09. Suspension of Work
6-10. Right of City to Terminate D/B Agreement
6-11. Use of Completed Portions
6-12. Right of City to Terminate D/B Agreement for Convenience SECTION 7. WORKMANSHIP, MATERIALS AND EQUIPMENT............................................................. 16 7-01. General Quality
7-02. Quality in Absence of Detailed Specifications
7-03. Materials and Equipment Specified by Name
7-04. Source of Materials
7-05. Storage of Materials
7-06. Drawings, Samples and Tests
SECTION 8. PROSECUTION OF WORK.................................................................................................. 17 8-01. Equipment and Methods
8-02. Time of Completion
8-03. Avoidable Delays
8-04. Unavoidable Delays
8-05. Notice of Delays
8-06. Extension of Time
8-07. Unfavorable Weather and Other Conditions
8-08. Saturday, Sunday, Holiday and Night Work 8-09. Hours of Labor SECTION 9. PAYMENT............................................................................................................................. 18 9-01. Certification by Engineer
9-02. Progress Estimates and Payment
9-03. Substitution of Securities
9-04. Acceptance
9-05. Final Estimate and Payment

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iii
9-06. Delay Payments
9-07. Extra Work and Work Omitted
9-08. Compensation for Extra Work or Work Omitted
9-09. Compensation to City for Extension of Time
9-10. Liquidated Damages for Delay
SECTION 10. MISCELLANEOUS ............................................................................................................. 22 10-01. Notice
10-02. Computation of Time
10-03 Claims Procedure
10-04. Litigation and Forum Selection
10-05. Waiver
SECTION 11. GENERAL INFORMATION ................................................................................................ 26 11-01. Location and Scope of Work
11-02. Business Licenses
11-03. Permits
11-04. Standard Specifications and Standard Plans
11-05. Fiber Splicing and Testing Standards, Specifications, and Procedures

CERTIFICATES AND DOCUMENTS
FAIR EMPLOYMENT PRACTICES CERTIFICATION 29
WORKER'S COMPENSATION CERTIFICATE 30
CERTIFICATE OF NONDISCRIMINATION IN EMPLOYMENT 31
LIST OF PROPOSED CONTRACTORS 32
PERFORMANCE BOND33
PAYMENT BOND 36
DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND 38 DEFECTIVE MATERIAL AND WORKMANSHIP (MAINTENANCE) BOND 39

INSURANCE CERTIFICATES AND ENDORSEMENT FORM

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4 GENERAL CONDITIONS
SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS 1-01. Definitions. Whenever any word or expression defined in this section, or pronoun used in its stead, occurs in these General Conditions, it shall have and is mutually understood to have the meaning given:
a. "City of Ukiah" or "City" shall mean the City of Ukiah, Mendocino County, California, acting through its City Council or its designee.
b. "Contract Drawings,” "drawings," "plans" shall mean and include 1) all drawings or plans which may have been prepared by or on behalf of City, as a basis for proposals, when duly signed and made a part of the D/B Agreement by incorporation or reference, 2) all drawings and specifications prepared and submitted by the Design Build Entity pursuant to the terms of the D/B Agreement if and when approved by City and 3) all drawings submitted by City to the Design Build Entity during the progress of the Work as provided for herein.
c. "Inspector" shall mean the engineering or technical inspector or inspectors duly authorized or appointed by City and limited to the particular duties entrusted to him or her or them. d. "Day" or "days,” unless herein otherwise expressly defined, shall mean a calendar day or days of twenty-four hours each.
e. “D/B Agreement” shall mean the Agreement for Design/Build Services between the City of Ukiah and Company to which these General Conditions are attached and incorporated. f. "Engineer" shall mean a person duly and officially appointed by City to perform the Engineer’s duties specified in these General Conditions, acting personally or through agents or assistants duly authorized by him, such agents or assistants acting within the scope of the particular duties entrusted to them.
g. “Notice to Proceed” shall mean the notice to DBE from City to commence construction of the Project, which shall issue immediately after the Public-Private Partnership, Design/Build and Fiber Lease Agreement and all required exhibits and attachments have been fully and properly executed by the Parties and are in the City’s possession.
h. “Project” shall mean the Ukiah Gigabit Fiber Project as defined in the Public-Private Partnership, Design/Build and Fiber Lease Agreement.
i. “Work” shall mean the DBE’s obligations set forth in Article 1 of the D/B Agreement. j. Where "as shown," as indicated," "as detailed" or words of similar import are used, it shall be understood that reference to the Contract Drawings is made unless stated otherwise. k. Where "as directed," "as permitted," "approved" or words of similar import are used, it shall be understood that the direction, requirements, permission, approval or acceptance of City is intended unless stated otherwise.
l. As used herein, "provide" or "install" shall be understood to mean "provide or install complete in place," that is, "furnish and install." "Shall" is mandatory; "may" is permissive.

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5 1-02. Examination of Letter Requesting a Proposal, Any Amendments Thereto, and Site of Work.

DBE shall examine carefully the Letter Requesting a Proposal dated December 10, 2024, and any amendments thereto, General Conditions, Contract forms and the site of the Work . It will be assumed that DBE has investigated to its satisfaction the conditions to be encountered and the character, quality and requirements of all Plans, General Conditions, Standard Specifications, and Standard Plans involved. 1-03. General Provisions of the Standard Specifications. All provisions of the General Provisions, Sections 1 through 11 of the California Standard Specifications, shall be applicable to the D/B Agreement except as modified by these General Conditions. The California Standard Specifications are referenced in Section 11-04 of these General Conditions.

SECTION 2. SCOPE AND INTENT OF D/B AGREEMENT
2-01. Effect of Inspection and Payments. Neither the inspection by the Engineer or an inspector, nor any order, measurement or approved modification, nor certificate or payment of money, nor acceptance of any part or whole of the Work, nor any extension of time, nor any possession by City or its agents, shall operate as a waiver of any provision of the D/B Agreement or of any power reserved therein to City, or of any right to damages thereunder; nor shall any breach of the D/B Agreement be held to be a waiver of any subsequent breach. All remedies shall be construed as cumulative. 2-02. Effect of Extension of Time. Any extension of time on account of delays which are avoidable delays shall in no way operate as a waiver on the part of City of its rights under the D/B Agreement. 2-03. Extra Work. If extra work orders are given in accordance with the provisions of the D/B Agreement, such work shall be considered a part hereof and shall be subject to each and all its terms and requirements. 2-05. Subcontractors. DBE shall be as fully responsible for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them, as it is for the acts and omissions of persons directly employed by DBE.

DBE shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind subcontractors to the terms of the D/B Agreement which are applicable to the work of subcontractors.

Nothing contained in the D/B Agreement shall be construed to create or shall be relied upon to create any contractual relationship between any subcontractor and City and no action may be brought by any subcontractor against City based on the D/B Agreement.
2-06. Interpretation of General Conditions and Drawings.

While t he General Conditions and the Contract Drawings are intended to be explanatory of each other, the DBE is responsible for all necessary planning, architectural, engineering, and all other design services of any type. Accordingly. any work indicated in the Contract Drawings and not in the General Conditions, or vice versa, is to be executed as if indicated in both. In case of a discrepancy or conflict between the Technical Specifications and Contract Drawings, the Technical Specifications shall govern. All work shown on the Contract Drawings, the dimensions of which are not figured, shall be accurately followed to the scale to which the drawings are made, but figured dimensions are in all cases to be followed, where given, though they differ from scaled measurements. Large scale drawings shall be followed in preference to small scale drawings. Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in the D/B Agreement documents, including the Contract Drawings, DBE shall propose to City such further explanations as may be necessary and, upon City’s written approval thereof shall conform thereto as part of the D/B Agreement. Any such clarification or interpretation shall not entitle DBE to an increase in the D/B Agreement price or contract time, DBE must comply with the written notice provisions of Sections 8-05 and 9-07 of these General Conditions.

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6 2-07. Liability of City Officials. No city official, nor the Engineer, nor any authorized assistant of any of them, shall be personally responsible for any liability arising under the D/B Agreement.

SECTION 3. BONDS
3-01. Faithful Performance Bond. As a part of the execution of the D/B Agreement, DBE shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit, or certificates of deposit, acceptable to City, conditioned upon the faithful performance of all covenants and stipulations under the D/B Agreement. The amount of the bond shall be 100 percent of the total Contract Price, as this sum is set forth in the D/B Agreement. This Faithful Performance Bond shall remain in place until the date of City’s acceptance of the Notice of Completion as specified in Section 9-03 and recordation of the Notice of Completion with the County Recorder, unless earlier waived by City. 3-02. Payment Bond. As a part of the execution of the D/B Agreement, DBE shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit or certificates of deposit acceptable to City in a sum not less than 50 percent of the total Contract Price, as is set forth in the D/B Agreement, for the payment in full of all persons, companies or corporations who perform labor upon or furnish materials to be used in the Work under the D/B Agreement, in accordance with the provisions of Civil Code 9950 through 9566. Sections 3247 through 3252 inclusive of the Civil Code of the State of California and any acts amendatory thereof.
3-03. Defective Material and Workmanship Bond. As a condition precedent to the completion of the D/B Agreement, DBE shall furnish a bond of a surety company acceptable to City in an amount not less than 5 percent (5%) of the final Contract Price, to hold good for a period of one (1) year after the completion and acceptance of the Work, to protect City against the results of defective materials, workmanship and equipment during that time. This bond shall be delivered to City before the final payment under the D/B Agreement will be made.
3-04. Notification of Surety Companies. The surety companies shall familiarize themselves with all of the conditions and provisions of the D/B Agreement and they waive the right of special notification of any change or modification of the D/B Agreement or of extension of time, or decreased or increased work, or of the cancellation of the D/B Agreement, or of any other act or acts by City or its authorized agents, under the terms of the D/B Agreement; and failure to so notify the aforesaid surety companies of changes shall in no way relieve the surety companies of their obligation under the D/B Agreement.

SECTION 4. INSURANCE REQUIREMENTS (WITH CONSTRUCTION RISKS) DBE shall procure and maintain for the duration of the D/B Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by DBE, its agents, representatives, employees, or subcontractors. 4-01. Minimum Scope of Insurance
Coverage shall be at least as broad as:

1. Insurance Services Office Commercial Liability Coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Errors and Omissions liability insurance appropriate to the contractor’s profession.

Architects’ and engineers’ coverage is to be endorsed to include contractual liability.

4. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance.

5. Course of Construction insurance covering for “all risks” of loss.

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7 4-02. Minimum Limits of Insurance
DBE shall maintain limits no less than:

1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage.

3. Errors and Omissions: $2,000,000 per occurrence. If written on a claims-made basis, insurance coverage must cover claims filed within 3 years after contract work is completed.

4. Employer's Liability: $1,000,000 per accident for bodily injury and property damage.

5. Course of Construction: Completed value of the project with no co-insurance penalty provisions.
4-03. Deductibles and Self-insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by DBE and City. At the option of DBE and City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects DBE and City, and their officers, officials, employees and volunteers; or DBE shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4-04. Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. City, and its officers, officials, employees and volunteers are to be covered as Additional Insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of DBE; and with respect to liability arising out of work or operations performed by or on behalf of DBE including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the DBE’s insurance, or as a separate owner's policy.

2. The workers’ compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for City.

3. For any claims related to this project, DBE’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees or volunteers. Any insurance or selfinsurance maintained by DBE and its officers, officials, employees or volunteers shall be excess of DBE’s insurance and shall not contribute with it.

4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.

5. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision

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8 (b) of Section 2782 of Civil Code.

6. Course of Construction policies shall contain the following provisions:
a.) City shall be named as loss payee.
b.) The insurer shall waive all rights of subrogation against City. 4-05. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than the following:

A++ VII A- VIII
A+ VII B++ X
A VII B+ X
4-06. Verification of Coverage. DBE shall furnish City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements shall be on forms provided by City or on other than City's forms, provided those endorsements or policies conform to the requirements.

All certificates and endorsements are to be received within 15 days from written notice of contract award, and the Work shall not commence until the certificates and endorsements have been approved by City.

City reserves the right to require complete certified copies of all required insurance policies, including endorsements affecting the coverage required by this Section 4 at any time. 4-07. Subcontractors. DBE shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

SECTION 5. RESPONSIBILITIES AND RIGHTS OF DESIGN BUILD ENTITY 5-01. Legal Address of Design Build Entity. DBE’s address given in the D/B Agreement is hereby designated as the place to which drawings, samples, notices, letters or other articles or communications to DBE shall be mailed or delivered. DBE’s address named in the D/B Agreement may be changed at any time by notice in writing from DBE to City.
5-02. Office of Design Build Entity at Site. During the performance of this D/B Agreement, DBE shall maintain a suitable office at the site of the Work. DBE shall notify City of its location and office hours. 5-03. Attention to Work. DBE shall give its personal attention to and shall supervise the Work to the end that it shall be prosecuted faithfully, and when it is not personally present on the Work, it shall at all reasonable times be represented by a competent superintendent or foreman who shall receive and obey all instructions or orders given under the D/B Agreement and who shall have full authority to execute the same and to supply materials, tools and labor without delay. DBE shall be liable for the faithful observance of any instructions delivered to it or to its authorized representative. 5-04. Liability of Design Build Entity. DBE and its subcontractors shall do all the Work and furnish all labor, materials, tools and appliances, except as otherwise herein expressly stipulated, necessary or proper for performing and completing the Work herein required in the manner and within the time herein specified.

The mention of any specific duty or liability imposed upon DBE shall not be construed as a limitation or restriction of any general liability or duty imposed upon DBE by the D/B Agreement, said reference to any specific duty or liability being made herein merely for the purpose of explanation.

The right of general supervision by City shall not make DBE an agent of City and the liability of DBE for all damages to persons or to public or private property, arising from DBE 's execution of the Work, shall not be lessened because of such general supervision.

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9 Until the completion and final acceptance by City of all the Work under the D/B Agreement, the Work shall be under DBE 's responsible care and charge. DBE shall rebuild, repair, restore and make good all injuries, damages, re-erections and repairs, occasioned or rendered necessary by causes of any nature whatsoever, excepting only acts of God and other Force Majeure Events, to all or any portions of the Work, except as otherwise stipulated.

To the fullest extent permitted by law, DBE shall indemnify and hold harmless the City and its officers, directors, agents and employees from and against all claims, damages, losses and expenses including but not limited to attorneys' fees, costs of suit, expert witness fees and expenses and fees and costs of any necessary private investigators arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, other than the Work itself, including the loss of use resulting therefrom and (2) is caused in whole or in part by any act or omission of DBE, any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder, or by the negligence or omission of a party indemnified herein.

In any and all claims against the City or any of its agents or employees by any employee of DBE, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for DBE or any subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts. The obligation to indemnify shall extend to and include acts of the indemnified party which may be negligent or omissions which may cause negligence.

The City shall have the right to estimate the amount of such damage and to cause the City to pay the same and the amount so paid for such damage shall be deducted from the money due DBE under the D/B Agreement; or the whole or so much of the money due or to become due the DBE under the D/B Agreement as may be considered necessary by the City, shall be retained by the City until such suits or claims for damages shall have been settled or otherwise disposed of and satisfactory evidence to that effect furnished to the City.
5-05. Protection of Persons and Property. DBE shall furnish such watchman, guards, fences, warning signs, walks and lights as shall be necessary and shall take all other necessary precautions to prevent damage or injury to persons or property. All property line fences and improvements in the vicinity of the work shall be protected by DBE and, if they are injured or destroyed, they and any other property injured by DBE, its employees or agents, shall be restored to a condition as good as when it entered upon the work. 5-06. Protection of City Against Patent Claims. All fees, royalties or claims for any patented invention, article or method that may be used upon or in any manner connected with the work under the D/B Agreement shall be included in the price bid for the work and DBE and its sureties shall protect and hold City, together with all of its officers, agents, servants and employees, harmless against any and all demands made for such fees or claims brought or made on account of the D/B Agreement. DBE shall, if requested by City, furnish acceptable proof of a proper release from all such fees or claims.

Should DBE, its agents, servants or employees, or any of them be enjoined from furnishing or using any invention, article, material or appliance supplied or required to be supplied or used under the D/B Agreement, DBE shall promptly substitute other articles, materials or appliance, in lieu thereof, of equal efficiency, quality, finish, suitability and market value and satisfactory in all respects to City. 5-07. Protection of DBE’s Work Property. DBE shall protect its work, supplies and materials from damage due to the nature of the work, the action of the elements, trespassers, or any cause whatsoever under its control, until the completion and acceptance of the Work. Neither City nor any of its agents assumes any responsibility for collecting indemnity from any person or persons causing damage to the work of DBE.

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10 5-08. Regulations and Permits. DBE shall secure and pay for all permits, give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the Work as drawn and specified.

If DBE observes that the Plans and General Conditions are at variance therewith, it shall promptly notify the Engineer in writing and any necessary changes shall be adjusted as provided in the D/B Agreement for changes in the Work. DBE and any subcontractors shall each secure and maintain a valid City Business License. City will issue a no fee encroachment permit to DBE allowing it to perform work within City right of way or within City property after the Contract Documents have been executed and insurance certificates and endorsements have been approved by City.
5-09. Construction Utilities. DBE shall be responsible for providing for and in behalf of its work under the D/B Agreement, all necessary utilities, such as special connection to water supply, telephones, power lines, fences, roads, watchmen, suitable storage places, etc.
5-10. Approval of Design Build Entity's Plans. The approval by the Engineer of any drawing or any method of work proposed by DBE in accordance with Section 7-06 shall not relieve DBE of any of its responsibility for its errors therein and shall not be regarded as any assumption of risk or liability by City or any officer or employee thereof, and DBE shall have no claim under the D/B Agreement on account of the failure or partial failure or inefficiency of any plan or method so approved. Such approval shall be considered to mean merely that the Engineer has no objection to DBE's using, upon its own full responsibility, the plan or method approved.
5-11. Suggestions to the Design Build Entity. Any plan or method of work suggested by the Engineer to DBE, but not specified or required, if adopted or followed by DBE in whole or in part, shall be used at the risk and responsibility of DBE; and the Engineer and City shall assume no responsibility thereof. 5-12. Termination of Unsatisfactory Subcontracts. Should any subcontractor fail to perform in a satisfactory manner the work undertaken by him, such a subcontract shall be terminated immediately by DBE upon notice from City.
5-13. Preservation of Stakes and Marks. DBE shall carefully preserve benchmarks, reference points and stakes and in case of destruction it shall replace its stakes, reference points and benchmarks and shall be responsible for any mistakes that may be caused by their unnecessary loss or disturbance. 5-14. Assistance to Engineer. At the request of the Engineer DBE shall provide personnel from its force and tools, stakes and other materials to assist the Engineer temporarily in making measurements and surveys and in establishing temporary or permanent reference marks. Payment for such materials and assistance will be made as provided for under the caption "Extra Work," provided, however, that the cost of setting stakes and marks carelessly lost or destroyed by DBE's employees will be assessed to DBE. 5-15. Removal of Condemned Materials and Structures. DBE shall remove from the site of the Work, without delay, all rejected and condemned materials or structures of any kind brought to or incorporated in the Work, and upon its failure to do so, or to make satisfactory progress in so doing, within forty-eight (48) hours after the service of a written notice from City, the condemned material or work may be removed by City and the cost of such removal shall be taken out of the money that may be due or may become due DBE on account of or by virtue of the D/B Agreement. No such rejected or condemned material shall again be offered for use by DBE under the D/B Agreement.
5-16. Proof of Compliance with D/B Agreement. In order that City may determine whether DBE has complied with the requirements of the D/B Agreement, not readily enforceable through inspection and tests of the work and materials, DBE shall, at any time when requested, submit to City properly authenticated documents or other satisfactory proofs as to its compliance with such requirements.

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11 5-17. Errors and Omissions. DBE is liable for any increased costs, delays or damage caused by errors or omissions in the plans, including, but not limited to, survey points and instructions or discrepancies between the plans and physical conditions of the locality. 5-18. Cooperation. DBE shall cooperate with all other contractors who may be performing work on behalf of City and workmen who may be employed by City, on any work in the vicinity of the work to be done under the D/B Agreement with the work of such contractors or workmen. DBEshall make good promptly, at its own expense, any injury or damage that may be sustained by other contractors or employees of City at its hands.

Any difference or conflict which may arise between DBE and other contractors, or between DBE and workmen of City regarding their work, shall be adjusted and determined by City. If the work of DBE is delayed because of any acts or omissions of any other contractor or of City, such delay shall be considered an unavoidable delay under Section 8-04 of the General Conditions. 5-20. Hiring and Dismissal of Employees. DBE shall employ only such foremen, mechanics and laborers as are competent and skilled in their respective lines of work, and whenever the City shall notify DBE that any person on the work is, in its opinion, incompetent, unfaithful, intemperate or disorderly, or refuses to carry out the provisions of the D/B Agreement, or uses threatening or abusive language to any person on the work representing City, or is otherwise unsatisfactory, such person shall be discharged immediately from the work and shall not be re-employed upon it except with the consent of the City. 5-21. Wage Rates.

DBE shall pay all mechanics and laborers employed or working upon the site of the work unconditionally and without subsequent deductions or rebate on any account the full amounts due at the time of payment at wage rates not less than those contained in the applicable prevailing wage determination, regardless of any contractual relationship which may be alleged to exist between DBE and subcontractors and such laborers and mechanics.

1. DBE shall comply with the California Labor Code Section 1775. In accordance with said Section 1775, DBE shall forfeit as a penalty to City, $50.00 (or the higher minimum penalty as provided in Section 1775(B)(ii) – (iii)) for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing rates for such work or craft in which such workman is employed for any work done under the D/B Agreement by him or her or by any subcontractor under him or her in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each workman for each calendar day or portion thereof for which each workman was paid less than the stipulated prevailing wage rate shall be paid to each workman by DBE.

2. Pursuant to the provision of Section 1770 of the Labor Code of the State of California, City has ascertained the general prevailing rate of wages (which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, for straight time work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining D/B Agreement of the particular craft, classification or type of workmen concerned. Copies of the General Prevailing Wage Determination are available on the Internet at web address: http://www.dir.ca.gov/DLSR/PWD DBE shall post the wage determination at the site of work in a prominent place where it can easily be seen by the workers.

3. City will not recognize any claim for additional compensation because DBE has paid any rate in excess of the prevailing wage rate obtained by DBE. The possibility of wage increases is one of the elements to be considered by DBE in determining its proposal and will not in any circumstances be considered as the basis for a claim against City.

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12 4. The Labor Commissioner through the Division of Labor Standards Enforcement (DLSE) may at any time require contractors and subcontractors to furnish electronic certified payroll records directly to DLSE. Commencing with contracts awarded or after April 1, 2015, all contractors and subcontractors must furnish electronic certified payroll records directly to the DLSE.

5. Travel and Subsistence Payments. DBE shall make travel and subsistence payments to each workman needed to execute the work in accordance with the requirements in Section 1773.8 of the Labor Code (Chapter 880, Statutes of 1968).

6. Apprentices. Attention is directed to the provisions in Sections 1777.5 (Chapter 1411, Statutes of 1968) and 1777.6 of the California Labor Code concerning the employment of apprentices by DBE or any of its contractors. DBE and any of its contractors shall comply with the requirements of said sections in the employment of apprentices.

Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 5-22. Temporary Facilities. All temporary facilities are the responsibility of DBE. The removal of said facilities shall be the responsibility of DBE. DBE shall be responsible for any and all damages to existing facilities which are a result of the work.
5-23. Public Convenience and Safety. DBE shall conduct operations so as to cause the least possible obstruction and inconvenience to public traffic. DBE shall, at its expense, furnish such flag persons and furnish, erect, construct and maintain such fences, barriers, lights, signs, detours, pedestrian walkways, driveway ramps and bridging as may be necessary to give adequate warning to the public that work is in progress and that dangerous conditions exist, to provide access to abutting properties and to permit the flow of pedestrian and vehicular traffic to safely and expeditiously pass the work. 5-24. Maintaining Traffic. Attention is directed to Section 7-1.08, "Public Convenience," 7-1.09, "Public Safety," 7-1.092, "Lane Closure," and 7-1.095, "Flagging Costs," of the California Standard Specifications.

Streets shall be open to through vehicular traffic during non-working hours. All public traffic shall be permitted to pass through the work with as little inconvenience and delay as possible. DBE shall submit a detailed and specific traffic control plan for a minimum of seven days in advance of the work being performed. The traffic control plan will be subject to review and approval as part of the conditions of the Encroachment Permit issued by City’s Director of Public Works for work in the public right of way pursuant to Ukiah Code Sections 5600 et seq. and Sections 2400 et seq. Full costs for "Maintaining Traffic,” including "Flagging Costs,” shall be considered as included in the various items of work and no additional compensation will be made.
5-25. Stream Pollution. DBE shall exercise every reasonable precaution to prevent muddying or silting of live streams, and the terms of the D/B Agreement do not relieve DBE of responsibility for compliance with Sections 5650 and 12015 of the Fish and Game Code or other applicable statutes relating to pollution prevention or abatement.
5-26. Safety Requirements. DBE shall comply with all pertinent provisions of the Department of Labor "Safety and Health Regulations for Construction (29 FCS Part 1518, 36 CFR 7340),” with additions or modifications thereto, in effect during construction of the Project. 5-27. Detection of Underground Utilities. DBE is responsible for identifying and locating all underground utilities prior to commencing any excavation or digging activities. DBE shall coordinate with utility service providers and utilize approved underground utility detection services, such as "Call 811" or equivalent, to ensure all utilities are accurately marked and identified. DBE shall take all necessary precautions to prevent

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13 damage to underground utilities and shall be liable for any damage caused due to failure to locate or protect such utilities.
5-28. Cleaning Up. DBE shall not allow the site of the Work to become littered with trash and waste material, but shall maintain the same in a neat and orderly condition throughout the construction period.

The Engineer shall have the right to determine what is or is not waste material or rubbish and the place and manner of disposal.

On or before the completion of the Work, DBE shall without charge carefully clean out all pits, pipes, chambers or conduits and shall tear down and remove all temporary structures built by it and shall remove rubbish of any kind from any of the grounds which it has occupied and leave them in first class condition. 5-29. Guaranty. All work shall be guaranteed for a period of one year from the date of acceptance by City.

DBE shall promptly make all needed repairs arising out of defective materials, workmanship and equipment.

City is hereby authorized to make such repairs if within ten days after sending a notice in writing to DBE, DBE shall neglect to make or undertake with due diligence the aforesaid repairs, provided, however, that in case of an emergency where, in the opinion of City delay would cause serious loss or damage, repairs may be made without notice being sent to DBE and DBE shall pay the costs thereof.

Pursuant to the provisions of Section 3-03 of these General Conditions, DBE shall furnish a Defective Material and Workmanship Bond in an amount not less than 5 percent of the final Contract Price, which shall be effective for a period of one (1) year after the completion and acceptance of the Work.

SECTION 6. RESPONSIBILITIES AND RIGHTS OF CITY
6-01. Authority of the Engineer. All work done under the D/B Agreement shall be done in a workmanlike manner and shall be performed to the reasonable satisfaction of the City. The DBE shall have general supervision of all work included hereunder and shall (1) decide questions relative to the true construction, meaning and intent of the Special Provisions and Drawings; (2) initially determine the amount, quality, acceptability and fitness of the several kinds of work and materials which are to be paid for under the D/B Agreement, (3) decide questions which may arise relative to the classifications and measurements of quantities and materials and the fulfillment of this contract and (4) shall have the power to reject or condemn work or material which do not conform to the terms of the D/B Agreement. These decisions are subject to review by the Engineer within fifteen (15) days after the Engineer receives written notice thereof from the DBE. The Engineer shall determine whether to concur in or dispute the DBE’s written decision. The Engineer’s concurrence or his/her failure to act within the time required by this Section 6-01shall be a condition precedent to progress or other payments hereunder and the right of DBE to receive, demand, or claim any money or other compensation under the D/B Agreement. The Engineer’s timely written disapproval or failure of the Engineer to make a written decision within the time required herein is a condition precedent to a DBE appeal for arbitration or for judicial relief. Whenever the Engineer shall be unable to act, in consequence of absence or other cause, then such person(s) as the Engineer or City shall designate, shall perform any and all of the duties and be vested with any or all of the powers herein given to the Engineer.
6-02. Inspection. City will provide engineering personnel for the inspection of the work. The Engineer and his or her representatives shall at all times have access to the work whenever it is in preparation or progress and DBE shall provide proper facilities for such access and inspection.

If the General Conditions, the Engineer's instruction, laws, ordinances, or any public authority require any work to be specially tested or approved, DBE shall give the Engineer timely notice of its readiness for inspection and, if the inspection is by an authority other than the Engineer, of the date fixed for such inspection. Inspections by the Engineer shall be promptly made at the source of supply where practicable. If

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14 any work shall be covered up without approval or consent of the Engineer, it must, if required by the Engineer, be uncovered for examination and properly restored at DBE's expense.

Re-examination of any work may be ordered by the Engineer and, if so ordered, the work must be uncovered by DBE. If such work is found to be in accordance with the Contract Documents, City shall pay the cost of re-examination and replacement. If such work is not in accordance with the Contract Documents, DBE shall pay such cost.

Properly authorized and accredited inspectors shall be considered to be the representatives of City limited to the duties and powers entrusted to them. It will be their duty to inspect materials and workmanship of those portions of the work to which they are assigned, either individually or collectively, under instructions of the Engineer, and to report any and all deviations from the Drawings, General Conditions and other D/B Agreement provisions which may come to their notice. Any inspector may be considered to have the right to order the work entrusted to his or her supervision stopped, if in his or her opinion such action becomes necessary, until the Engineer is notified and has determined and ordered that the work may proceed in due fulfillment of all contract requirements
6-03. Surveys. DBE shall furnish all land surveys, establish all base lines and benchmarks and make sufficient detailed surveys needed for working points, lines and elevations. DBE shall develop all slope stakes and batter boards. DBE shall also develop all additional working points, lines and elevations as it may desire to facilitate its methods and sequence of construction. 6-04. Rights-of-Way. City will provide all necessary rights-of-way and easements in or beneath which work will be performed by DBE under the D/B Agreement.
6-05. Retention of Imperfect Work. If any portion of the work done or material furnished under the D/B Agreement shall prove defective and not in accordance with the Plans and General Conditions, and if the imperfection in the same shall not be of sufficient magnitude or importance to make the work dangerous or undesirable, the Engineer shall have the right and authority to retain such work instead of requiring the imperfect work to be removed and reconstructed, subject to such deductions therefor in the payments due or to become due DBE as may be just and reasonable.
6-06. Changes in the Work. The Engineer shall have the right, in writing, to order additions to, omissions from, or corrections, alterations and modifications in the line, grade, form, dimensions, plan, or kind or amount of work or materials herein contemplated, or any part thereof, either before or after the beginning of construction. However, the arithmetical sum of the cost to DBE of additions and subtractions from the work under the D/B Agreement shall not exceed $10,000, unless based upon a supplementary written agreement of the Parties to be made therefor.

The order of such additions, omissions, corrections, alterations and modifications shall be in writing and signed by the Engineer and, in order, shall then be binding upon DBE. DBE shall proceed with the work as changed and the value of such change shall be determined as provided for in Section 9-07 of these General Conditions.

Such alterations shall in no way affect, vitiate, or make void the D/B Agreement or any part thereof, except that which is necessarily affected by such alterations and is clearly the evident intention of the Parties to the D/B Agreement.
6-07. Additional Drawings by City. The drawings made a part of the D/B Agreement at the time of its execution are intended to be used by the DBE in preparing the construction drawings and specifications, but the DBE is responsible for determining their accuracy and conducting such investigation as it deems necessary to create accurate and reliable drawings and specifications. The DBE shall furnish such additional drawings from time to time during the progress of the work as necessary to make clear or to define

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15 in greater detail the intent of the General Conditions and the Contract Drawings and DBE shall make his or her work conform to all such drawings.
6-08. Additional and Emergency Protection. Whenever, in the reasonable opinion of the Engineer, DBE has not taken sufficient precautions for the safety of the public or the protection of the works to be constructed under the D/B Agreement, or of adjacent structures or property which may be injured by the processes of construction on account of such neglect, and whenever, in the opinion of the Engineer, an emergency shall arise and immediate action shall be considered necessary in order to protect public or private, personal or property interest, then and in that event, the Engineer, with or without notice to DBE, may provide suitable protection to the said interests by causing such work to be done and such material to be furnished as shall provide such protection as the Engineer may consider necessary and adequate.

The cost and expense of such work and material so furnished shall be borne by DBE and, if the same shall not be paid on presentation of the bills therefore, then such costs shall be deducted from any amounts due or to become due DBE.

The performance of such emergency work under the direction of the Engineer shall in no way relieve DBE from any damage which may occur during or after such precaution has been taken by the Engineer. 6-09. Suspension of Work. City may at any time suspend the work or any part thereof by giving five (5) days’ written notice to DBE. The work shall be resumed by DBE within ten (10) days after the date fixed in the written notice from City to DBE so to do. City shall reimburse DBE for expenses incurred by DBE in connection with the work under the D/B Agreement because of such suspension. Any such work stoppage shall be considered an unavoidable delay under Section 8-04 of the General Conditions.

If the work, or any part thereof, shall be stopped by the notice in writing aforesaid and if City does not give notice in writing to DBE to resume work at a date within ten (10) days of the date fixed in the written notice to suspend, then DBE may abandon that portion of the work so suspended and it will be entitled to the estimates and payments for all work done on the portions so abandoned, if any, plus fifteen (15) percent of the value of the work so abandoned, to compensate for loss of overhead, plant expense and anticipated profit.
6-10. Right of City to Terminate D/B Agreement. If DBE should be adjudged a bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or if it should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply sufficient properly skilled workmen or proper materials, or if it should persistently or without good cause fail to make prompt payments to subcontractors or for material or labor, or persistently disregard laws, ordinances or the instructions of the Engineer, or otherwise be guilty of a substantial violation of any material provision of the D/B Agreement, then City, upon the certificate of the Engineer that sufficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving DBE seven days written notice, terminate the employment of DBE and take possession of the premises and of all materials, tools and appliances and finish the work by whatever method City may deem expedient. In such case, DBE shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the Contract Price shall exceed the expense of finishing the work, including compensation for additional managerial and administrative services, such excess shall be paid to DBE. If such expense exceeds such unpaid balance, DBE shall pay the difference to City. The expense incurred by City as herein provided and the damage incurred through DBE's default, shall be certified by the Engineer. In the event that a termination under this section is determined to be improper, such termination shall be deemed a constructive termination for convenience taken pursuant to section 6- 12 below.
6-11. Use of Completed Portions. City shall have the right to take possession of and use any completed or partially completed portions of the work, notwithstanding the time for completing the entire work or such portions which may not have expired; but such taking possession and using shall not be deemed an

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16 acceptance of any work not completed in accordance with the Contract Documents. If such prior use increases the cost of or delays the work, DBE shall be entitled to extra compensation, or extension of time, or both as the Engineer may determine, subject to dispute resolution pursuant to Section. 6-12. Right of City to Terminate Contract for Convenience. The City may terminate performance of the work called for by the contract documents in whole or, from time to time, in part, if the City determines that a termination is in the City’s best interest. The Design Build Entity shall terminate all or any part of the work upon delivery to the Design Build Entity of a notice of termination specifying that the termination is for the convenience of the City, the extent of termination, and the effective date of such termination.

After receipt of notice of termination, and except as directed by the Engineer, the Design Build Entity shall, regardless of any delay in determining or adjusting any amounts due under this termination for convenience clause, immediately proceed with the following obligations:

Stop work as specified in the notice.

Complete any work specified in the notice of termination in a least cost/shortest time manner while still maintaining the quality called for under the contract documents.

Leave the property upon which the Design Build Entity was working and upon which the facility (or facilities) forming the basis of the contract documents is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety.

Terminate all subcontracts to the extent that they relate to the portions of the work terminated.

Place no further subcontracts or orders, except as necessary to complete the continued portion of the contract.

Submit to the Engineer, within ten (10) calendar days from the effective date of the notice of termination, all of the usual documentation called for by the contract documents to substantiate all costs incurred by the Design Build Entity for labor, materials and equipment through the effective date of the notice of termination.

Any documentation substantiating costs incurred by the Design Build Entity solely as a result of the City's exercise of its right to terminate this Contract pursuant to this clause, which costs the Design Build Entity is authorized under the contract documents to incur, shall: (1) be submitted to and received by the Engineer no later than 30 calendar days after the effective date of the notice of termination; (2) describe the costs incurred with particularity; and (3) be conspicuously identified as “Termination Costs occasioned by the City's Termination for Convenience.” Termination of the contract shall not relieve Surety of its obligation for any just claims arising out of or relating to the work performed. In the event that the City exercises its right to terminate this contract pursuant to this clause, the City shall pay the Design Build Entity, upon the Design Build ntity's submission of the documentation required by this clause and other applicable provisions of the contract documents, the following amounts: All actual reimbursable costs incurred according to the provisions of this contract.

A reasonable allowance for profit on the cost of the Work performed, provided Design Build Entity establishes to the satisfaction of the Engineer that it is reasonably probable that Design Build Entity would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed fifteen (15%) percent of the costs.

A reasonable allowance for Design Build Entity's administrative costs in determining the amount payable due to termination of the contract under this Article.

Notwithstanding any other provision of this Section, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, City may immediately order DBE to cease work on the

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17 Project until such safety or liability issues are addressed to the satisfaction of City or the D/B Agreement is terminated.

SECTION 7. WORKMANSHIP, MATERIALS AND EQUIPMENT
7-01. General Quality. Materials and equipment shall be new and of a quality equal to that specified or approved. Work shall be done and completed in a thorough and workmanlike manner. 7-02. Quality in Absence of Detailed Specifications. Whenever under the D/B Agreement it is provided that DBE shall furnish materials or manufactured articles or shall do work for which no detailed specifications are set forth, the materials or manufactured articles shall be of the best grade in quality and workmanship obtainable in the market from firms of established good reputation, or, if not ordinarily carried in stock, shall conform to the usual standards for first-class materials or articles of the kind required, with due consideration of the use to which they are to be put. In general, the work performed shall be in full conformity and harmony with the intent to secure the best standard of construction and equipment of the work as a whole or in part.
7-03. Materials and Equipment Specified by Name. Whenever any material or equipment is indicated or specified by patent or proprietary name or by the name of the manufacturer, such specification shall be considered as used for the purpose of describing the material or equipment desired and shall be considered as followed by the words "or approved equal." The DBE may use any material or equipment which shall be equal in every respect to that specified.
7-04. Source of Materials. Price, fitness and quality being equal, preference shall be given by DBE for supplies grown, manufactured or produced in the State of California and, next, for such products partially produced in this State in accordance with Government Code Section 4332. 7-05. Storage of Materials. Materials shall be so stored to ensure the preservation of their quality and fitness for the work. They shall be so located and disposed that prompt and proper inspection thereof may be made.
7-06. Drawings, Samples and Tests. As soon as possible after execution of the D/B Agreement, DBE shall submit to the Engineer, in digital format, sufficient information including, if necessary, assembly and detail drawings to demonstrate fully that the equipment and materials to be furnished comply with the provisions and intent of these General Conditions and Drawings. If the information thus submitted indicates the equipment or materials is acceptable, the Engineer will return one copy stamped with its approval; otherwise, one copy will be returned with an explanation of why the equipment or material is unsatisfactory.

The DBE shall have no claims for damages or for extension of time on account of any delay due to the revision of drawings or rejection of material. Fabrication or other work performed in advance of approval shall be done entirely at DBE's risk. After approval of equipment or material, DBE shall not deviate in any way from the design and specifications given without the written consent of City.

When requested by the Engineer, a sample or test specimens of the materials to be used or offered for use in connection with the work shall be prepared at the expense of DBE and furnished by it in such quantities and sizes as may be required for proper examination and tests, with all freight charges prepaid and with information as to their sources.

All samples shall be submitted before shipment and in ample time to permit the making of proper tests, analyses, or examination before the time at which it is desired to incorporate the material into the work. All tests of materials furnished by DBE shall be made by City. Samples shall be secured and tested whenever necessary to determine the quality of the material.

SECTION 8. PROSECUTION OF WORK

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18 8-01. Equipment and Methods. The Work under the D/B Agreement shall be prosecuted with all materials, tools, machinery, apparatus and labor and by such methods as are necessary to the complete execution of everything described or shown. If at any time before the beginning or during the progress of the work, any part of DBE's plant or equipment, or any of its methods of execution of the work, appear to the Engineer to be unsafe, inefficient, or inadequate to insure the required quality or the rate of progress of the work, City may order DBE to increase or improve its facilities or methods and DBE shall comply promptly with such orders; but, neither compliance with such orders nor failure of the Engineer to issue such orders shall relieve DBE from its obligation to secure the degree of safety, the quality of the work and the rate of progress required of DBE. DBE alone shall be responsible for the safety, adequacy and efficiency of its plant, equipment and methods.
8-02. Time of Completion. DBE shall promptly begin the work under the D/B Agreement as soon as a Notice to Proceed has been issued by City, and shall complete and make ready for full use all portions of the project made the subject of the D/B Agreement within the time set forth in the D/B Agreement. 8-03. Avoidable Delays. Avoidable delays in the prosecution or completion of the work shall include all delays which could have been avoided by the exercise of care, prudence, foresight and diligence on the part of DBE and/or City. Avoidable delays within the meaning of the D/B Agreement include delays in the prosecution of parts of the work, which may in themselves be unavoidable, but do not prevent or delay the prosecution of other parts of the work nor the completion of the whole work within the time herein specified. 8-04. Unavoidable Delays. Unavoidable delays in the prosecution or completion of the Work under the D/B Agreement shall include all delays which may result through cause beyond the control of DBE and which it could not have provided against by the exercise of care, prudence, foresight and diligence. Orders issued by City changing the amount of work to be done, the quantity of material to be furnished or the manner in which the work is to be prosecuted, and interruptions as may occur in the prosecution of the work on account of the interference of other contractors employed by City despite advance coordination by the City and DBE for the respective parallel work efforts, will be considered unavoidable delays, so far as they interfere with DBE's completion of the whole of the Work. Portions of the Work for which City is responsible for completing include: a two-week timeframe will be allotted for the review of design plans, and a nine-month timeframe will be allotted for City to complete the Pole Replacement Project (a separately bid construction project that will be built before the installation of the City Network on the poles to be replaced), beginning with the approval of design plans and O-Calcs and ending with the Notice of Completion for the Pole Replacement Project. Should City take additional time to complete this work, DBE’s liability for any delay damages under Section 4.2 of the D/B Agreement, or for any other financial or other penalties, shall be prorated or eliminated accordingly. Delays due to normally adverse weather conditions will not be regarded as unavoidable delays. However, Force Majeure Events, including but not limited to truly abnormal amounts of rainfall, temperatures or other weather conditions for the location of the work and time of year will be considered as unavoidable delays if those conditions necessarily cause a delay in the completion of the work. 8-05. Notice of Delays. Whenever DBE foresees any delay in the prosecution of the Work and, in any event, immediately upon the occurrence of any delay, it shall notify City in writing of the probability of the occurrence of such delay and its cause, in order that City may take immediate steps to prevent, if possible, the occurrence or continuance of the delay, or, if this cannot be done, may determine how long the delay will continue and to what extent the prosecution and completion of the Work are to be delayed thereby. 8-06. Extension of Time. Should any delays occur which the Engineer may consider unavoidable, as herein defined, DBE shall, pursuant to its application and subject to the City being granted an extension of time from the FFA grant, be allowed an extension of time proportional to said delay or delays, beyond the time herein set forth, in which to complete the D/B Agreement; and liquidated damages for delay shall not be charged against DBE by City during an extension of time granted because of unavoidable delay or delays. 8-07. Unfavorable Weather and Other Conditions. During unfavorable weather and other conditions, DBE shall pursue only such portions of the work as shall not be damaged thereby. No portions of the work

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19 whose satisfactory quality or efficiency will be affected by any unfavorable conditions shall be constructed while these conditions remain, unless, by special means or precautions approved by the Engineer, DBE shall be able to overcome them.
8-08. Saturday, Sunday, Holiday and Night Work. No work shall be done between the hours of 6 p.m. and 7 a.m., nor on Saturdays, Sundays or legal holidays except such work as is necessary for the proper care and protection of work already performed, or except in cases of absolute necessity, and in any case only with the permission of the Engineer.

It is understood, however, that night work may be established as a regular procedure by DBE if it first obtains the written permission of the Engineer and that such permission may be revoked at any time by the Engineer if DBE fails to maintain at night adequate force and equipment for reasonable prosecution and to justify inspection of the work.
8-09. Hours of Labor. Eight (8) hours of labor shall constitute a legal day's work and DBE or any subcontractor shall not require or permit more than eight hours of labor in a day from any person employed by him or her in the performance of the work under the D/B Agreement, unless paying compensation for all hours worked in excess of eight (8) hours per day at not less than 1½ times the basic rate of pay. DBE shall forfeit to City, as a penalty, the sum of twenty-five dollars ($25.00) for each workman employed in the execution of the contract by him or her or by any subcontractor, for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in violation of the provisions of Section 1810 to 1816, inclusive, (Article 3, Chapter 1, Part 7, Division 2) of the Labor Code of the State of California and any acts amendatory thereof.

SECTION 9. PAYMENT
9-01. Certification by Engineer. All payments under the D/B Agreement shall be made upon the presentation of certificates in writing from the Engineer and shall show that the work covered by the payments has been done and the payments thereof are due in accordance with the D/B Agreement. 9-02. Progress Estimates and Payment. The Engineer shall, within the first seven (7) days of each month, make an estimate of the value of the work performed in accordance with the D/B Agreement during the previous calendar month.

The first estimate shall be of the value of the work satisfactorily completed in place and meeting the requirements of the D/B Agreement. And every subsequent estimate, except the final estimate, shall be of the value of the work satisfactorily completed in place since the last preceding estimate was made; provided, however, that should DBE fail to adhere to the program of completion fixed in the D/B Agreement, the Engineer shall deduct from the next and all subsequent estimates the full calculated accruing amount of the liquidated damages to the date of said estimate, until such time as the compliance with the program has been restored.

The estimate shall be signed by the Engineer, and, after approval, City shall pay or cause to be paid to DBE in the manner provided by law, an amount equal to 95 percent of the estimated value of the work satisfactorily performed and complete in place.
9-03. Acceptance. Final Completion shall be determined by City after DBE notifies City in writing of all construction work being completed and supplies all testing results confirming the integrity of fiber network splices; at that time, the Engineer will conduct a personal inspection to reasonably satisfy himself as to the actual completion of the work in accordance with the terms of the D/B Agreement and shall thereupon prepare a Notice of Completion and recommend its acceptance by the City Council. The work must be accepted by vote of the City Council when the whole shall have been completed satisfactorily. Upon City’s acceptance, and consent of surety, if any, City shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with

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20 the requirements of the Contract. Warranties required by the D/B Agreement shall commence on the date of the Completion of the Work. The operation and maintenance of the system will transfer to DBE on the date that City Council approves the Notice of Completion. 9-04. Final Estimate and Payment. The Engineer shall, as soon as practicable after the final acceptance of the work done under the D/B Agreement, make a final estimate of the amount of work done thereunder and the value thereof.

Such final estimate shall be signed by the Engineer, and after approval, City shall pay or cause to be paid to the DBE, in the manner provided by law, the entire sum so found to be due hereunder, after deducting therefrom all previous payments and such other lawful amounts as the terms of the D/B Agreement prescribe.

In no case will final payment be made in less than thirty-five (35) days after the filing of the Notice of Completion with the County Recorder.
9-05. Delay Payments. Should any payment due DBE or any estimate be delayed, through fault of City beyond the time stipulated, such delay shall not constitute a breach of contract or be the basis for a claim for damages, but City shall pay DBE interest on the amount of the payment at the rate of 6 percent per annum for the period of such delay. The terms for which interest will be paid shall be reckoned, in the case of any monthly or progress payment, from the twentieth day of the month next succeeding the month in which the work was performed to the date of payment of the estimate; and in the case of the final estimate, from the forty-fifth day after acceptance to the date of payment of the final estimate.

The date of payment of any estimate shall be considered the day on which the payment is offered or mailed as evidenced by the records of the Treasurer of City. If interest shall become due on any delayed payment, the amount thereof, as determined by City, shall be added to a succeeding payment. If the interest shall become due on the final payment, it shall be paid on a supplementary voucher to interest or any sum or sums which, by the terms of the D/B Agreement, City is authorized to reserve or retain. 9-06. Extra Work and Work Omitted. Whenever corrections, alterations, or modifications of the Work under the D/B Agreement ordered by the Engineer and approved by City increase the amount of work to be done, such added work shall be known as "extra work"; and when such corrections, alterations, or modifications decrease the amount of work to be done, such subtracted work shall be known as "work omitted".

When DBE considers that any changes ordered involve extra work, it shall immediately notify the Engineer in writing and subsequently keep him or her informed as to when and where extra work is to be performed and shall make claim for compensation therefor each month not later than the first day of the month following that in which the work claimed to be extra work was performed and it shall submit a daily complete statement of materials and labor used and expenses incurred on account of extra work performed, showing allocation of all materials, labor and expenses. All such claims shall state the date of the Engineer's written order and the date of approval by City authorizing the work on account of which claim is made. Unless such notification is made in writing within the time specified and unless complete statements of materials used and expenses incurred on account of such extra work are furnished as above required, DBE shall not be entitled to payment on account of extra work and DBE shall be deemed to have waived the right to make any future claims for compensation for such extra work.

When changes decrease the amount of work to be done, they shall not constitute a claim for damages on account of anticipated profits on the work that may be omitted. 9-07. Compensation for Extra Work or Work Omitted. Whenever corrections, additions, or modifications in the work under the D/B Agreement change the amount of work to be done or the amount of compensation due DBE, excepting increases or decreases in contract items having unit contract prices for each measurable quantity installed in place, and such changes have been ordered in writing by the Engineer and

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21 approved by City prior to DBE performing the extra work, then a price shall be agreed upon. This method of determining the price of work shall not apply to the performance of any work which is required or reasonably implied to be performed or furnished under the D/B Agreement. 9-08. Compensation to City for Extension of Time. In case the work called for under the D/B Agreement is not completed within the time limit stipulated herein, City shall have the right as provided hereinabove, to extend the time of completion thereof. If the time limit be so extended, City shall have the right to charge to DBE and to deduct from the final payment for the work the actual cost to City of engineering, inspection, superintendence and other overhead expenses which are directly chargeable to the D/B Agreement and which accrue during the period of such extension, except that the cost of final unavoidable delays shall not be included in such charges.
9-09. Damages for Delay. City and DBE recognize that time is of the essence of the D/B Agreement and that City may suffer financial loss in the form of loss of grant funding, and additional contract administration expenses (including project management and consultants' expenses), delay and loss of public use, if the Work is not completed within the time specified in Paragraph 4.1.2 of the D/B Agreement plus any extensions thereof allowed in accordance with the Contract Documents. In such a case, DBE shall make payment to City a sum to compensate for actual damage, limited to any required repayment of grant funds lost due to the delay and any costs associated with third party consultants contracted with City to support the project caused by avoidable delays, as identified in Section 8-03 above.

SECTION 10. MISCELLANEOUS
10-01. Computation of Time. When any period of time is referred to in the Contract Documents by days, it shall be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. 10-02. Waiver. DBE shall strictly comply with all notices and other D/B Agreement requirements. Waiver by City of any failure of DBE to comply with any term of the D/B Agreement, including the notice provisions, shall not be deemed a waiver of a subsequent breach. 10-03. Order of Precedence in Case of Conflict Among Documents. In case of discrepancy or conflict between the Public-Private Partnership, Design/Build and Fiber Lease Agreement, the D/B Agreement, and these General Conditions, the order of precedence from the highest to lowest is as follows:

1. The Public-Private Partnership, Design/Build and Fiber Lease Agreement

2. The D/B Agreement

3. These General Conditions
SECTION 11. GENERAL INFORMATION
11-01. Location and Scope of Work. All of the Work to be performed is within City and consists of the Work described in Article I of the D/B Agreement.
11-02. Standard Specifications and Standard Plans. The Standard Specifications and Standard Plans of the California State Department of Transportation, 2018, are hereby made a part of these General Conditions and are herein referred to as "California Standard Specifications" and "California Standard Plans."
Whenever in the California Standard Specifications and the California Standard Plans the following terms are used, they shall be understood to mean and refer to the following:

Department of Transportation - The City Council.

Director of Public Works - The City of Ukiah Director of Public Works.

EXHIBIT I

22 Engineer - The Engineer, designated by the City Council, acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties entrusted to them.

Laboratory - The designated laboratory authorized by the City of Ukiah to test materials and work involved in the D/B Agreement.

State - The City of Ukiah
Other terms appearing in the California Standard Specifications and the California Standard Plans shall have the intent and meaning specified in Section I, Definition of Terms of the California Standard Specifications.
11-03. Fiber Splicing and Testing Standards, Specifications, and Procedures. The fully constructed Dark Fiber Backbone will be subject to testing to ensure the integrity of splice connections. All test results shall pass prior to the project being certified for Final Completion. Fiber Splicing and Testing shall conform with the procedures and standards contained in Exhibit C to the Public-Private Partnership, Design/Build and Fiber Lease Agreement.

EXHIBIT I

23 FAIR EMPLOYMENT PRACTICES CERTIFICATION
TO:

The Design Build Entity hereby certifies that it has or will meet the standards of affirmative compliance with the Fair Employment Practices requirements of the General Conditions contained herein.

CITY OF UKIAH GIGABIT FIBER PROJECT
(Signature)
Business
Mailing
Address:

Business Location:

WORKER'S COMPENSATION CERTIFICATE
The Design Build Entity is aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for Worker's Compensation or undertake selfinsurance in accordance with the provisions of that code, and will comply with such provisions before commencing the performance of the Work of the D/B Agreement.

EXHIBIT I

24 CERTIFICATION OF NONDISCRIMINATION IN EMPLOYMENT
The Design Build Entity represents that if it has participated in any previous contract or subcontract subject to the equal opportunity clause in Section 301 of Executive Order 10926, it has filed with the Joint Reporting Committee, the Deputy Assistant Secretary or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements..

Signature and address of proposer:

Date
(This certification shall be executed by the Design Build Entity in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.)
Signature and address of proposer:

Date
(This certification shall be executed by the Design Build Entity in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.)

EXHIBIT I

25 CITY OF UKIAH
Mendocino County, California

PERFORMANCE BOND
BOND No.

KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Ukiah, organized and operating under the laws of the State of California, (hereinafter referred to as the “City”) has awarded to Company Telecom, LLC (hereinafter referred to as the “Design Build Entity” or the “DBE”) an agreement for the Ukiah Gigabit Fiber Project, Project No. ________ (hereinafter referred to as the “Project”); and WHEREAS, the work to be performed by DBE is more particularly set forth in the agreement for the Project dated , (hereinafter referred to, together with all attachments and exhibits thereto, as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, DBE is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, Company Telecom, LLC the undersigned DBE, and ____________________________, as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held firmly bound until the City in the sum of ($ ), for which amount
well and truly to be made, 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 DBE, 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 and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, 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 shall faithfully fulfill all obligations; and shall indemnify and save harmless the City, and its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, 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 therefore, there shall be included costs and reasonable expenses and fees including reasonable attorneys’ fees, incurred by the City in enforcing such obligation.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall remain in place until the acceptance of the work by the City, during which time if DBE shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of DBE remains. Nothing herein shall limit the City’s rights or Surety’s obligations under the Contract Documents, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Whenever DBE shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or

EXHIBIT I

26 ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract Price, including other costs and damages for which Surety may be liable. The term “balance of the Contract Price” as used in this paragraph shall mean the total amount payable to DBE by the City under the agreement and any modification thereto, less any amount previously paid by the City to DBE and any other setoffs pursuant to the Contract Documents. iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract Price, including other costs and damages for which Surety may be liable. The term “balance of the Contract Price” as used in this paragraph shall mean the total amount payable to DBE by the City under the Contract and any modification thereto, less any amount previously paid by the City to DBE and any other setoffs by the City pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by DBE.

Surety shall not utilize DBE in completing the Project nor shall Surety accept a bid from DBE for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

EXHIBIT I

27 IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of _____________, 2025.
(Corporate
Seal) Company
By
Title
(Corpo
rate
Seal)
Surety
By
Attorney-inFact
(Attach Attorney-in Fact Certificate) Title
The rate of premium on this bond is per thousand. The total amount of premium charges is $ .
(The above must be filled in by
corporate attorney.) THIS IS A
REQUIRED FORM.

Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of process in
California, if different from above)
(Telephone number of Surety and Agent or
Representative for service of process in California)

EXHIBIT I

28 CITY OF UKIAH
Mendocino County, California

PAYMENT BOND
BOND No.

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, the City of Ukiah (“City”) has awarded to Company Telecom, LLC (the “Design Build Entity” or “DBE”) an agreement , dated _____________________, 2025, referred to as the “Agreement”) for the work described as ________________________________. The Agreement is incorporated by this reference into this Payment Bond (“Bond”); and WHEREAS DBE is required to furnish a bond in connection with the Agreement and pursuant to California Civil Code section 9550;
NOW, THEREFORE, we Company Telecom, LLC, the undersigned DBE, 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, as Surety, are held firmly bound until the City, and to any and all persons, companies, or corporations entitled by law to file stop payment notices under California Civil Code Section 9100, or any person, company, or corporation entitled to make a claim on this bond, in the sum of $ , for which payment will and truly be made, 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 DBE, its heirs, executors, administrators, successors, or assigns, or subcontractor, shall fail to pay any person or persons named in Civil Code section 9100; or fail to pay for any materials, provisions, or other supplies, used in, upon, for , or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code, with respect to work or labor thereon of any kind; or shall fail to deduct, withhold, and pay over to the Employment Development Department, any amounts required to be deducted, withheld, and paid over by Unemployment Insurance Code Section 13020 with respect to work and labor thereon of any kind, then Surety will pay for the same, in an amount not exceeding the amount herein above set forth, and in the event suit is brought upon this bond, also will pay such reasonable attorneys’ fees as shall be fixed by the court, awarded and taxed as provided in California Civil Code Section 9550, et seq.

It is further stipulated and agreed that the Surety of this bond shall not be exonerated or released from the obligation of the bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, or specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described; or pertaining or relating to the furnishing of labor, materials, or equipment therefor; nor by any change or modification of any terms of payment or extension of time for payment pertaining or relating to any scheme or work of improvement herein above described; nor by any rescissions or attempted rescission of the contract, agreement or bond; nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond; nor by any fraud practiced by any person other than the claimant seeking to recover on the bond; and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given; and under no circumstances shall the Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the City and DBE or on the part of any obligee named in such bond; that the sole condition of recovery shall be that the claimant is a person described in California Civil Code section 9100, and who has not been paid the full amount of its claim; and that the Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification

EXHIBIT I

29 herein mentioned, including but not limited to the provisions of section 2819 and 2845 of the California Civil Code.

Any notice to Surety may be given in the manner specified in the Agreement and delivered or transmitted to Surety as follows:

Attn:

Address:

City/State/Zip:

Phone:

Fax:

Email:

IN WITNESS WHEREO, two identical counterparts of this Bond, each of which shall for all purposes be deemed an original thereof, have been duly executed by Contractor/Principal and Surety above named, on the day of
, 2025.
(SEAL)
Design Build Entity
By DBE’s Representative
DBE’s Address
City, State, Zip
(SEAL)
Surety
By Surety’s Representative
Surety’s Address
City, State, Zip
Telephone Number
NOTE: Signatures of those executing for Surety must be properly acknowledged, The bond must be accompanied by a properly acknowledged Power of Attorney from the Surety authorizing its agent to bind it to this bond. A copy of such Power of Attorney must be on file with the City.

EXHIBIT I

30 DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND

1. Individual sureties, partnerships, or corporations not in the surety business will not be acceptable.

2. The name of the Principal shall be shown exactly as it appears in the Agreement.

3. The penal sum shall not be less than required by the Specifications.

4. If the Principals are partners or joint venturers, each member shall execute the bond as an individual and state his place of residence.

5. If the Principal is a corporation, the bond shall be executed under its corporate seal.

If the corporation has no corporate seal, it shall so state and affix a scroll or adhesive seal following the corporate name.

6. The official character and authority of the person(s) executing the bond for the Principal, if a corporation, shall be certified by the Secretary or Assistant Secretary thereof under the corporate seal, or copies attached to such records of the corporation as will evidence the official character and authority of the officer signing, duly certified by the Secretary or Assistant Secretary, under the corporate seal, to be true copies

7. The current power-of-attorney of the person signing for the surety company must be attached to the bond.

8. The date of the bond must not be prior to the date of the Agreement.

9. The following information must be placed on the bond by the surety company:
a. The rate of premium in dollars per thousand; and
b. The total dollar amount of premium charged.

10. The signature of a witness shall appear in the appropriate place attending to the signature of each party of the bond.

11. Type or print the name underneath each signature appearing on the bond.

12. An executed copy of the bond must be attached to each copy of the Agreement (original counterpart) intended for signing.

EXHIBIT I

31 CITY OF UKIAH
Mendocino County, California

DEFECTIVE MATERIAL AND WORKMANSHIP BOND

KNOW ALL MEN BY THESE PRESENTS,
That we,
, as PRINCIPAL
and
, as SURETY,
are held and firmly bound unto the City of Ukiah as Obligee, in the penal sum of ($
), (5 PERCENT OF THE FINAL CONTRACT AMOUNT)
to which payment well and truly to be made, we do bind ourselves, our and each of our heirs, executors, administrators successors and assigns jointly and severally, firmly by these presents.

WHEREAS, the said Principal entered into an Agreement with the City of Ukiah dated
for
WHEREAS, said Agreement has been completed, and was approved on the day of ,
,
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall guarantee that the work will be free of any defective materials or workmanship which become apparent during the period of one (1) year following completion of the Agreement, then this obligation shall be void, otherwise to remain in full force and effect, provided however, any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the surety assumes no liability for such a guarantee.

Signed, sealed, and dated this day of , 2025.
(Seal) BY: (Seal)
(Seal) Principal
(Seal) BY: (Seal)
(Seal) Surety

EXHIBIT I

Ukiah Gigabit Fiber Project

PUBLIC-PRIVATE PARTNERSHIP

WITH VERO FIBER NETWORKS, LLC

CITY COUNCIL PRESENTATION
AUGUST 20, 2025

Background & Need
 Ukiah faces long-standing challenges
with broadband access
 Lack of affordable, high speed internet
limits businesses, education, and
healthcare opportunities in Ukiah
 Digital equity barriers - 375 unserved in
Ukiah
 City pursued grants to address inequities

Funding & Partner Selection
• CPUC Last Mile Grant awarded: $5.58M
• $3.27M Fiber Optic Network Construction
• $1.7M Pole Replacements
• $500K Construction Management
• Vero Fiber selected through RFP
• strong qualifications
• project proposal alignment
• FFA grant recipients (Arcata Bay Project)
• Short and long-term commitment

Project Overview
 Approximately 23 miles of
new fiber optic network
• 17 miles aerial
• 6 miles underground
 Provides service to 375
unserved locations
 Connects “passing”
locations with a total of 1700
locations served
 Separate City Pole
Replacement Project

Public Private Partnership
Agreement Overview
 Design-Build City fiber network for $3.27 M
 Operate and maintain for 35-year term
 Fixed customer pricing for first 5-years
 Project Completion by late October
 Opt-out Clause for either party during
design phase if costs exceed funding

City & Community Benefits
 City receives:
• Internet to 14 City facilities ($55,000/year savings) • a small annual fee
• 48 strands of dark fiber
 Community:
• Affordable internet plans
• Improved access to high-speed internet to
support businesses, anchor institutions,
education, and healthcare
 Strengthens economic development & Smart City
readiness

Long-Term Value &
Recommendation
 Multimillion dollar value to the City over the 35-
year term
 Improved internet services makes Ukiah more
attractive to job-stimulating businesses
 Readiness for the future with optimal technology
 Staff recommends approval of the PPP
agreement with Vero Fiber Networks, LLC

Agenda Item No: 14.b.

MEETING DATE/TIME: 8/20/2025

ITEM NO: 2025-396

AGENDA SUMMARY REPORT
SUBJECT: Approve a Sole Source Contract with Utility Design Services, LLC, for Construction Engineering and Inspection Services for the Ukiah Gigabit Fiber Project for a Total Not to Exceed Amount of $328,575; and Authorize the City Manager to Execute Contract Documents.

DEPARTMENT: Community
Development PREPARED BY: Andrea Trincado, Grants Manager PRESENTER: Consent Calendar
ATTACHMENTS:

1. Utility Design Services Proposal

2. Utility Design Services-Smatsky Resume
Summary: Staff is seeking Council approval of a sole source contract with Utility Design Services, LLC, for construction engineering and inspection services for the Ukiah Gigabit Fiber Project for a not-to-exceed amount of $328,575 and authorization for the City Manager to execute contract documents, and make any necessary budget adjustments.

Background: In September 2024, the California Public Utilities Commission (CPUC) awarded the City of Ukiah a Federal Funding Account (FFA) Last Mile grant for $5,587,154 for the construction of the Ukiah Gigabit Fiber Project. The project will serve an estimated 1,700 locations, including 375 unserved locations and 14 City facilities. The budget for the grant allocates $500,000 for construction management. Construction Management will mostly be handled by City of Ukiah staff, which will result in significant cost savings. The grant will reimburse the City for staff time spent on project management and inspection; although there will be a need for special inspection, design, and plan review for the work related to the electric utility poles.

The City's Electric Utility Department (EUD) has maintained a strong and productive working relationship with Utility Design Services, LLC for over a decade. The firm’s principal, Al Smatsky, brings decades of specialized experience in the design and inspection of complex electrical projects, including those closely aligned with the scope of work required for this effort. His extensive background in municipal and utility-focused initiatives enables him to anticipate challenges, offer innovative solutions, and ensure strict compliance with applicable codes and safety standards.

Over the years, the EUD has consistently relied on Mr. Smatsky’s expertise for a wide range of electrical engineering projects, including the development of many of the Utility's design standards. Utility Design Services, LLC has developed an in-depth understanding of the City’s infrastructure, standards, and operational needs, resulting in efficient project execution, high-quality deliverables, and dependable engineering support.

With approximately 75% of the Ukiah Gigabit Project planned for aerial fiber installation on 660 existing electrical poles, the EUD recommends engaging Utility Design Services, LLC, to review aerial attachment plans, perform OCalc analyses to verify compliance with GO 95 and GO 120 regulations, and conduct aerial inspections to ensure fiber attachments meet all regulatory and specification requirements. Based on these analyses, a certain percentage of poles will require replacement—either due to preexisting deficiencies or new infractions caused by fiber attachments. Once these poles are identified, Utility Design Services will prepare

plans and specifications for a separate pole replacement project. Utility Design Services, LLC is uniquely familiar with the technical details of the electric system, allowing them to proceed immediately without the learning curve that would be required of a new consultant.

Mr. Smatsky’s resume is attached (Attachment 2), demonstrating his extensive qualifications for this work. His direct involvement will be a significant asset in ensuring the continued reliability, safety, and modernization of the City’s electrical infrastructure.

Discussion: Utility Design Services' proposal (Attachment 1) includes a review of the pole loading calculations (OCalcs) for the aerial attachments of fiber to the City’s existing poles. The pole calculations take into consideration the condition of the pole and the pole loading and required spacing with the existing utilities, along with the added load of the new fiber attachments. The calculation determines whether the pole can accommodate the added attachment or if the pole needs replacement. This project will result in a certain percentage of poles within the project area needing replacement. Utility Design Services will prepare Plans, Specifications, an Engineering Cost Estimate, and provide inspection services for a City's Pole Replacement Project, as well as other aspects of the fiber installation. The City has allocated $1,700,000 of the grant funds for the required pole replacements. This will be a separate City project that will be initiated once the design for the fiber optic network is completed and OCalcs are performed on each pole (work to be done by the company selected to design and build the Ukiah Gigabit Fiber Project.

Utility Design Services, LLC., will provide special inspection services for work involving the poles, including the installation of poles and aerial attachments. Approximately 75% of fiber installation will be aerial, with an estimated 60-110 poles potentially needing replacement. The remaining 25% of fiber to be installed will be placed underground. City staff will inspect the underground fiber conduit installation.

The Plans and Specifications for the Pole Replacement Project will be brought for Council approval prior to taking the project out to bid. It is anticipated the project will go out to bid in January 2026. The City of Ukiah Electric Utility Department will oversee all work on the poles, including the Pole Replacement Project.

Utility Design Services' Proposal is provided as Attachment 1 and Utility Design Services experience is detailed in Attachment 2.

Staff recommends awarding this contract on a sole source basis to Utility Design Services, LLC, for engineering and inspection services for an amount not to exceed $328,575 due to their extensive, specialized knowledge of the Electric Utility's specifications, infrastructure and operational standards, and authorize the City Manager to execute contract documents.

The proposal in Attachment 1 will become an exhibit to the City's standard Professional Services Contract.

Recommended Action: Approve a sole source contract with Utility Design Services, LLC, for engineering and inspection services for the Ukiah Gigabit Fiber Project for a total amount not to exceed $328,575; and authorize the City Manager to execute contract documents, and make any necessary budget adjustments.

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: 20913940.80230.18472: $4,050,000 PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: CPUC FFA Last Mile Grant for $5,587,154, with $500,000 allocated to construction management for the Ukiah Gigabit Fiber Project.

REVENUE: N/A GRANT: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Cindy Sauers, Electric Utility Director; Craig Schlatter, Community Development Director; Jim Robbins, Housing and Grants Manager; Mary Horger, Purchasing Manager STRATEGIC PLAN (SP):

CLIMATE INITIATIVES (CI):

GENERAL PLAN ELEMENTS (GP):

Utility Design Services, LLC
619 W Pine Street
Lodi, CA 95240
Proposal for Aerial Inspection and Fiber Optic Engineering Support for the Ukiah Gigabit Fiber Project
Project Overview
The City of Ukiah has initiated the Ukiah Gigabit Fiber Project, which involves the design and installation of a comprehensive fiber optic system. This project aims to enhance connectivity across the city, providing high-speed fiber service to residential and commercial properties.

The fiber optic installation will consist of both aerial and underground components, ensuring robust infrastructure for future growth.

Project Timeline
•Design and Construction Period: Immediate commencement upon contract award. •Expected Completion Date: December 2026.

Background and Project Understanding
The design engineering firm has developed a thorough understanding of the project requirements and the responsibilities of the awarded contractor. This section outlines the anticipated scope of work, which is not included in the design engineering firm's proposal but serves to clarify the context and expectations for the project.

Engineering Tasks

1. Design Review: Conduct a thorough and timely review of the fiber optic network design, providing detailed comments on design specifications. Ensure compliance with City Standards and minimize impacts on existing facilities. (Assume 60 hours)

2. OCalc Pole Modeling: Complete Ocalc modeling for all utility poles impacted by the fiber optic installation, verifying existing conditions and making structural determinations on pole adequacy for aerial attachments. (Assume up to 680 poles)

3. Solution Proposals: Propose engineering solutions for sections of the network where design modifications are necessary, including small redesigns or route changes. (Assume 50 hours)
Atatchment 1

4. Submittal Review and Approvals: Review and approve all contractor submittals for materials and equipment, ensuring compliance with industry standards.

Evaluate and approve construction subcontractors for installation. (Assume 40 hours)

5. Documentation Review: Review the accuracy of all deliverables, including red-line drawings and splicing records, ensuring compliance for project closeout and future maintenance. (Assume 40 hours)
Inspection Tasks

6. Pole Replacements: Oversee and manage the replacement of utility poles that fail to meet requirements for fiber optic attachments, ensuring compliance with safety standards. (Assume 120 poles)

7. Attend Job Walk: Participate in job walk meetings to assess the project site and provide technical assistance regarding fiber optic systems integration. (Assume 24 hours)

8. Aerial Inspection: Provide real-time, on-site inspection of installations, ensuring compliance with project specifications and best practices. Conduct continuous quality control and verify proper tensioning, spacing, and grounding of attachments. (Assume 1000 hours)
• Anticipated Inspection Schedule:
• Full-time first 4-weeks: 160 hours
• 4 days per week for 2 months: 256 hours
• 3 days per week for 3 months: 288 hours
• 2 days per week for 3 months: 192 hours
• Total: 896 hours + 15% margin of error = 1030.4 hours (Assume 1000 hours)

9. Quality Assurance: Confirm the accuracy of material quantities and oversee installation quality for adherence to industry best practices.

10. Safety and Traffic Compliance Review: Conduct inspections to verify compliance with safety standards, including traffic control and environmental regulations.

11. Fiber Optic Testing Supervision: Oversee testing of installed fiber optics, ensuring compliance with performance standards.

12. Onsite Assessment of Installed Quantities: Verify that installed quantities match project design specifications.

13. Standards Compliance Review: Ensure compliance with the National Electric Safety Code (NESC), General Order 95 (GO95), and General Order 128 (GO128).

14. Field-Level Decision Making: Provide real-time decision-making to minimize crew downtime and optimize project workflow.

Oversight and Quality Assurance – Utility Design Services LLC Utility Design Services LLC will provide comprehensive oversight and support throughout the project lifecycle:
•Design Review: Evaluate proposed fiber system design and recommend adjustments as necessary.
•Work Order Preparation: Develop plan and specify requirements for pole replacements and collaborate with City staff on bid specifications. • Installation Oversight: Supervise installation of both overhead and underground fiber systems.
•Safety and Compliance Monitoring: Advise the contractor on any violations of safe work practices and ensure safety protocols are followed.

Schedule
Ukiah Gigabit Fiber Project - Proposed Timeline
Design Review Sept 15 to Dec 1 2025
Submittal Reviews Oct 15 to Nov 1 2025
OCalc Verification Oct 1 to Nov 30 2025
Pole Replacement Oct 1 to Dec 30 2025
Aerial Inspection Dec 1 to June 1 2026
Conclusion
This proposal outlines a detailed plan for the aerial inspection and engineering support for the Ukiah Gigabit Fiber Project. By adhering to the outlined responsibilities and ensuring compliance with all relevant standards, we aim to deliver a successful project that enhances connectivity and meets the needs of the community, while protecting existing City infrastructure. We look forward to the opportunity to collaborate on this important project.

Please see the attached Cost Proposal and for the services detailed above, along with a resume for Al Smatsky, owner of Utility Design Services, LLC, demonstrating qualifications to perform the proposed scope of work.

Utility Design Services
Projected Hours and Wage Associated with Fiber Optics Project, Ukiah CA 2025/26 8/14/2025
Associate Designer
Billing Rate
($125/hr)
Associate Designer
Billing Rate
($125/hr)
Albert Smatsky
Billing Rate
($165/hr)
Associate Designer
Billing Rate ($/hr)
Albert Smatsky
Billing Rate
($125/hr)
Albert Smatsky Billing
Rate ($187.50/hr)
Associate Designer
Billing Rate
($125/hr)
Associate Designer
Billing Rate ($/hr)
TOTAL
HOURS
TOTAL

DOLLARS
Task
Engineering
Design Review 60 60 $9,900
* O'Calc Pole Modeling 125 125 50 300 $39,500
Solution Proposals 50 50 $8,250
Submittal Review & Approval 30 30 $4,950
Safety & Traffic Compliane Review
Attend Job Walk
****
Pole Replacement Design Plans and
Specifications 200 200 65 NA NA 525 $60,725
Inspection
** Aerial Inspection ST 1056 1056 $132,000
*** Aerial Inspection OT 264 264 $49,500
Quality Assurance 10 10 $1,250
Safety & Testing Compliance Review 25 25 $3,125
Fiber Optic Testing Oversight 100 100 $12,500
Assessment Installed Quantities 20 20 $2,500
Standards Compliance Review 10 10 $1,250
Field Level Decision Making NA NA
Document Review 25 25 $3,125
Lodging @ $200/n 132 132 $26,400
Meal Allowance @ $120/d 132 132 $16,500
2739 $328,575
* Hours based on 700 poles
** Hours based on 8 months of on-site inspection, as discussed *** Overtime rate of pay to be paid at: $187.50/hr (Inspection Only) **** Hours based on 110 pole replacements
NOTE:

Travel and Subsistence cost are to be paid per DIR 11.00

ENGINEERING TASKS INSPECTION TASKS

ALBERT SMATSKY
619 W Pine Street, Lodi CA 95240
(707) 380-5803
[email protected]

UTILITY DESIGN SERVICES LLC

ELECRIC UTILITY DESIGN CONSULTANT
Profile • More than 50+ years’ successful experience in the electric utility industry with recognized strengths in design, cost estimating, project management, problem-solving and trouble-shooting, training staff, and planning/implementing proactive procedures and systems to avoid problems in the first place.
• Possess solid computer skills. Excellent working knowledge of Microsoft Office and AutoCAD.
• Ability to train, motivate, and supervise support staff employees. • A team player.
• High-level of oral and written communication skills.

Synopsis of Achievements • Transformed the engineering division into a CAD based operation.
• Developed construction and material specifications manual for the City of Lodi Electric Utility Department.
• Designed a medium voltage underground switching cabinet, resulting in a decrease in system outage occurrences, now used in the industry worldwide.
• Worked within budget constraints and met capital improvement goals annually. Annual budget of $2 million and $3 million respectively.
• Developed an outage tracking system for City of Lodi. • Quickly and effectively solve customer problems.

Employment CITY OF UKIAH , Ukiah CA 2007 -
Present
Electric Utility Design Consultant
• Analyze, plan and design various overhead and
underground projects for the improvement of the
electric system.
• Provide detailed design, specifications and cost
estimating for electric system improvement projects;
Airport Parkway, Gobbi Substation, Highland’s,
Manor Oaks, NCRR Line, Clay Street, Perkins St,
Gobbi St., State St. etc.
• Provide joint trench coordination and project
management with other utilizes.

ATTACHMENT 2

• Provide engineering staff training and support.
• Write bid specifications for projects and manage
project construction.
• Develop construction and material specification.
• Assists in the preparation of short- and long-range
planning for the City of Ukiah Electric Utility
Department.

CITY OF LODI, Lodi, CA 1994 -
2006
Senior Electric Estimator
• Prepared detailed electrical engineering designs,
drawings and cost estimates related to the
maintenance and construction of a variety of electrical transmission, substation, distribution and lighting
systems. Projects cost ranging from $50k to $2.5
million.
• Reviewed and checked work prepared by the division
for conformance to standards, specifications, rules,
regulations and policies: GO95, GO128, NEC, and
Title 8.
• Organized, planned and coordinated estimating,
engineering projects and managed construction for
capital improvement projects.
• Provided technical direction and training for other
department and division personnel.
• Coordinated activities and provided written and oral
communication with other departments, customers,
developers, engineering firms, other utilities and
agencies.

Education Lodi Unified H igh School, Lodi, CA
Delta College, Stockton CA
References Furnished Upon Request
ATTACHMENT 2

Agenda Item No: 14.c.

MEETING DATE/TIME: 8/20/2025

ITEM NO: 2025-908

AGENDA SUMMARY REPORT
SUBJECT: Designation of Voting Delegate and Possible Alternate for the League of California Cities Annual Conference – October 8-10, 2025.

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Sage Sangiacomo, City Manager
ATTACHMENTS:

1. 2025 Cal Cities Voting Delegate Information Packet
Summary: Council is to designate a voting delegate and possible alternate for the 2025 League of California Cities Annual Conference, and authorize the City Clerk to submit the Voting Delegate/Alternate information on their behalf.

Background: The League of California Cities 2025 Annual Conference is scheduled for October 8-10, 2025, (Attachment 1), in Long Beach. On Friday, October 10th, the League will hold its Annual Business meeting where membership considers and takes action on resolutions that establish League policy. The League is requesting the City Council designate a voting delegate and, if desired, a voting delegate alternate to participate in this meeting. Councilmember Orozco, who is the League of California Cities Redwood Empire Legislative Committee Member, is planning to attend the conference. Councilmember Criss is the alternate for the League of California Cities Redwood Empire Legislative Committee, and is also planning to attend the conference.

Discussion: Staff is recommending that Council designate Councilmember Orozco as the Voting Delegate, and Councilmember Criss as the Alternate for the 2025 League Annual Conference; and authorize the City Clerk to submit the City's delegates through the League's online submission portal on their behalf.

Recommended Action: Designate Councilmember Orozco as the Voting Delegate, and Councilmember Criss as the Alternate, to represent the City of Ukiah for the 2025 League Annual Conference; and authorize the City Clerk to submit the Voting Delegate/Alternate Form on their behalf.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: Yes/No GRANT: Yes/No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
STRATEGIC PLAN (SP): N/A
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org DATE: Wednesday, July 16, 2025
TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Oct. 8-10, 2025 Long Beach Convention Center
Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Taking place on Oct. 10, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Following council action, please submit your city’s delegates through the online submission portal by Wed., Sept. 24. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form.

Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates.

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.

Council Action Advised by September 24, 2025
Attachment 1

For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the Long Beach Convention Center in Long Beach, will be open at the following times: Wednesday, Oct. 16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for submitting your voting delegate and alternates by Wednesday, Sept. 24. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.

The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.

Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.

Recommendations are forwarded
to the Resolutions Committee.

Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.

Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.

Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.

Cal Cities policy
development is a memberinformed process,
grounded in the voices and
experiences of city officials
throughout the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.

General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).

Agenda Item No: 14.d.

MEETING DATE/TIME: 8/20/2025

ITEM NO: 2025-895

AGENDA SUMMARY REPORT
SUBJECT: Discussion and Possible Action Regarding the Cancellation of the October 1, 2025, Regular City Council Meeting, with the Option for the Mayor and/or City Manager to Call for a Special Meeting on an Alternate Date if Time-Sensitive Business Arises.

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Sage Sangiacomo, City Manager
ATTACHMENTS:

None
Summary: Council will consider cancelling the October 1, 2025, Regular City Council meeting.

Background: City Council has regular meetings scheduled for the first and third Wednesdays of each month, with a regularly scheduled meeting on October 1, 2025. Council typically cancels various meetings during the year when there are holiday conflicts and/or are fewer business items, in order to give a break to both the Council and Staff from the heavy meeting schedule maintained throughout the rest of the year and allow time to focus on committee/ad-hoc assignments and project/program implementation.

Discussion: Staff is recommending the cancellation of the October 1, 2025, regular meeting, with the option for the Mayor and/or City Manager to call for a special meeting on an alternate date if time-sensitive business arises. Staff will continue to monitor scheduling and will advise at the meeting of any changes and/or needs related to agenda management for Council's consideration.

Recommended Action: Approve the cancellation of the October 1, 2025, Regular City Council Meeting, with the option for the Mayor and/or City Manager to call for a special meeting on an alternate date if time-sensitive business arises.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
STRATEGIC PLAN (SP): N/A
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A

Agenda Item No: 14.e.

MEETING DATE/TIME: 8/20/2025

ITEM NO: 2025-894

AGENDA SUMMARY REPORT
SUBJECT: Receive Updates on City Council Committee and Ad Hoc Assignments, and, if Necessary, Consider Modifications to Assignments and/or the Creation/Elimination of Ad Hoc(s).

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Mayor Crane and Various Councilmembers
ATTACHMENTS:

1. 2025 City Council Special Assignments and Ad Hocs
Summary: City Council members will provide reports and updates on their committee and ad hoc assignments. If necessary, the Council may consider modifications.

Background: City Council members are assigned to a number of committees and ad hoc activities. These assignments are included as Attachment 1.

Discussion: Previously, the City Council discussed having more time allocated to reporting on committee and ad hoc activities. Often, the Council Reports section of the regular agenda is rushed due to impending business (i.e., public hearings), and not enough time is afforded for reports beyond community activities.

In an effort to foster regular updates on committee and ad hoc assignments, this item is being placed on the agenda to provide the City Council members an expanded opportunity to report on assignments and modify assignments as necessary.

Staff is requesting that Council consider forming an ad hoc committee to review and make possible recommendations to the Council on the City's CalPERS unfunded accrual liability (UAL) funding strategy. The purpose of this review would be to work with the City’s Finance Department and Fiscal Advisor (NHA) to develop a presentation for the City Council on the status of the City’s CalPERS UAL and the corresponding management strategies. The ad hoc committee may also develop additional recommendations for Council consideration, if warranted, during the course of the review.

Recommended Action: Receive report(s). The Council will consider modifications to committee and ad hoc assignments along with the creation/elimination ad hoc(s).

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
STRATEGIC PLAN (SP): N/A
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A

2025 CITY COUNCIL SPECIAL ASSIGNMENT LIST

LOCAL / UKIAH VALLEY MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT City Broadband Project TBD TBD
Civic Center300 Seminary Ave.Ukiah, CA 95482
to evaluate the Request for Proposal (RFP) for the Internet Service Provider (ISP) for the California's Public Utilities Commission (CPUC) Last Mile Broadband Orozco Jim Robbins, Grants Manager, 463-6708; [email protected] Investment Oversight Committee Varies
Civic Center300 Seminary Ave.Ukiah, CA 95482
Civic Center300 Seminary Ave.Ukiah, CA 95482
Reviews City investments, policies, and strategies
Crane
Orozco - AlternateAlan Carter, Treasurer
Dan Buffalo, Director of Finance; 463-6220 [email protected] Disaster Council
Shall meet a minimum of once a year at a time and place designated upon call of the chair Place designated upon call of the chair or, if she/he is unavailable or unable to call such meeting, the first vice chair and then the City Manager or her/his designee.

Office of Emergency Management
300 Seminary Ave. Ukiah, CA 95482467-5720 - Traci Boyl
Develop any necessary emergency and mutual aid plans, agreements, ordinances, resolutions, rules, and regulations.

OrozcoCriss - Alternate
Traci Boyl, City Manager's Office Management Analyst; 467-5720; [email protected] Greater Ukiah Business & Tourism Alliance (GUPTA)
4th Monday of month, 10 a.m.
200 S School St.Ukiah, CA 95482
200 S School St.Ukiah, CA 95482
Promotes tourism and works to strengthen and promote the historic downtown and businesses within the greater Ukiah area Marianne Davison - Community Services Department Staff Orozco - Alternate Shannon Riley, Deputy City Manager;
467-5793 [email protected]
Mendocino County Inland Water and Power Commission (IWPC) 2nd Thursday of month, 6:00 p.m.

Civic Center300 Seminary Avenueconference room 5
IWPC Staff P.O. Box 1247Ukiah, CA 95482391-7574 - Candace Horsley Develops coordination for water resources and current water rights: Potter Valley project - Eel River Diversion RodinOrozco - Alternate
Sean White, Director of Water Resources; 463-5712 [email protected] North Coast Opportunities (NCO) 4th Wednesday of month, 2 p.m. Alternating locations - Ukiah and Lakeport Governing Board ChairNorth Coast Opportunities413 North State StreetUkiah, CA 95482 Assist low income and disadvantaged people to become self reliant Neil Davis Neil Davis, Community Services Director; 467-5764
[email protected]
Sun House Guild ex officio 2nd Tuesday of month, 4:30 p.m. Sun House 431 S. Main St. Ukiah, CA 431 S. Main Street Ukiah, CA 95482 467-2836 Support and expand Grace Hudson Museum Orozco, Sher Neil Davis - Alternate David Burton, Museum Director; 467-2836 [email protected] Ukiah Valley Basin Groundwater Sustainability Agency (GSA) 2nd Thursday of month, 1:30 p.m.

Board of Supervisors Chambers; 501 Low
Gap RoadUkiah, CA
County Executive Office501 Low Gap Rd., Rm. 1010Ukiah, CA 95482463-4441 GSA serves as the Groundwater Sustainability Agency in the Ukiah Valley basin CraneN/A - Alternate
Sean White, Director of Water Resources; 463-5712 [email protected]

MENDOCINO COUNTY MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT City Selection Committee Called as required by the Clerk of the Board BOS Conference Room 501 Low Gap Rd. Rm. 1090 Ukiah, CA C/O: BOS 501 Low Gap Rd., Rm 1090 Ukiah, CA 95482 463-4441 Makes appointments to LAFCO and Airport Land Use Commission (Mayor - Primary; Vice Mayor - Alternate) Mayor Crane Vice Mayor Sher Kristine Lawler, City Clerk; 463-6217 [email protected] Economic Development & Financing Corporation (EDFC)
2nd Thursday of month, 2:00 p.m.

Primarily 631 S. Orchard Street (location varies)
Executive Director631 South Orchard AvenueUkiah, CA 95482467-5953 Multi-agency co-op for economic development and business loan program Riley (appointed 12/19/18) Shannon Riley, Deputy City Manager; 467-5793 [email protected] Library Advisory Board
3rd Wednesdays of alternate months; 1:00
p.m.

Various Mendocino County Libraries Ukiah County Library 463-4491 Review library policy and activities Sher Rodin - Alternate Kristine Lawler, City Clerk; 463-6217; [email protected] Mendocino County 1st District Liaison Monthly; TBD
Civic Center Annexconference room #5411 West Clay St.Ukiah, CA 95482 Civic Center300 Seminary Ave.Ukiah, CA 95482
To coordinate activities and policy development with the City's 1st District Supervisor Crane Rodin - Alternate
Sage Sangiacomo, City Manager;
463-6221; [email protected]
Mendocino County 2nd District Liaison 1st Wednesdays of month, 8:00 a.m.

Civic Center Annexconference room #5411 West Clay St.Ukiah, CA 95482 Civic Center300 Seminary Ave.Ukiah, CA 95482
To coordinate activities and policy development with the County's 2nd District Supervisor CrissRodin - Alternate
Shannon Riley, Deputy City Manager;467-5793 [email protected] Mendocino Council of Governments (MCOG)
1st Monday of month, 1:30 p.m.

Board of Supervisors Chambers501 Low Gap RoadUkiah, CA
Executive Director367 N. State Street, Ste. 206 Ukiah, CA 95482463-1859 Plan and allocate State funding, transportation, infrastructure and project County wide Criss Sher - Alternate
Tim Eriksen, Public Works Director/City Engineer;
463-6280 [email protected] Schlatter, Community Development Director; 463-6219; [email protected] Mendocino County Airport Land Use Commission As needed
BOS Conference Room
501 Low Gap Rd., Rm. 1090,Ukiah, CA
Mendocino County Executive Office 501 Low Gap Rd. Rm. 1010 Ukiah, CA 95482 To formulate a land use compatibility plan, provide for the orderly growth of the airport and the surrounding area, and safeguard the general welfare of the inhabitants within the vicinity Liaisons: Owen/Schlatter
Greg Owen, Airport Manager; 467-2855;
[email protected]
Craig Schlatter, Director of Community Development; 463-6219; [email protected] Mendocino County Local Area Formation Commission (LAFCO) 1st Monday of month, 9:00 a.m. Board of Supervisors Chambers Executive Director
200 S. School Street, Ste. 2Ukiah, CA 95482463-4470
Required by legislation - planning spheres of influence, annexation, service areas, and special districts RodinCrane - Alternate for both city seat
members on Commission
Craig Schlatter, Director of Community Development; 463-6219; [email protected] Updated: 8/14/2025
Attachment 1