Agenda — Wasco City Council, August 2, 2022 (part 2 of 2)

Accounting principles generally accepted in the United States of America (U.S. GAAP) require that certain required supplementary information (RSI) be presented to supplement the basic financ ial statements. Such information, although not a part of the basic financial statements, is required by Governmental Accounting Standards Board (GASB) , who considers it to be an essential part of financial reporting for placing the basic financial statemen ts in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the required supplementary information (RSI) in accordance with auditing standards generally accepted in the United St ates of America. These limited procedures will consist primarily of inquiries of management regarding their methods of measurement and presentation, and comparing the information for consistency with management’s responses to our inquiries. We will not exp ress an opinion or provide any form of assurance on the RSI. The following RSI is required by accounting principles generally accepted in the United States of America. This RSI will be subjected to certain limited procedures but will not be audited:
1) Management’s Discussion and Analysis (if included)
2) Budgetary Comparison Schedules – General Fund and Major Special Revenue Funds 3) Required Pension Information
Supplementary information other than RSI will accompany the City of Wasco ’s basic financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling the supp lementary information to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with auditing standards generally accepted in the United States of America. We intend to provide an opinion on the following supplementary information in relation to the financial statements as a whole:
1) Combining Statements of Nonmajor Funds
2) Budgetary Comparison Schedules of Nonmajor Governmental Funds 3) Combining Statements of Custodial Funds
Schedule of Expenditures of Federal Awards
We will subject the schedule of expenditures of federal awards to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, includin g comparing and reconciling the schedule to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with auditing standards generally accepted i n the United States of America. We intend to provide an opinion on whether the schedule of expenditures of federal awards is presented fairly in all material respects in relation to the financial statements as a whole.

Also, the document we submit to you w ill include the following other additional information that will not be subjected to the auditing procedures applied in our audit of the financial statements:
1) Introductory Section (if included)
2) Statistical Section (if included)
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Data Collection Form
Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is management’s responsibility to submit a reporting p ackage including financial statements, schedule of expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along with the Data Collection Form to the federal audit clearinghouse. The financial reporting package must be text searchable, unencrypted , and unlocked. Otherwise, the reporting package will not be accepted by the federal audit clearinghouse. We will assist you in the electronic submission and certification. You may request from us copies of our report for you to include with the reporting package submitted to pass-through entities.

The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our auditors’ reports or nine months after the end of the audit period, unles s specifically waived by a federal cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors in assessing programs at a higher risk.

Audit of the Financial Statements
We will conduct our audits in accordance GAAS, the standards applicable to financial audits contained in Government Auditing Standards , issued by the Comptroller General of the United States of America; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) and, if applicable, in accordance with any state or regula tory audit requirements. As part of an audit of financial statements in accordance with GAAS and in accordance with Government Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and ass ess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinio n. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an unders tanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. However, we will commun icate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 140 of 252
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• Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City of Wasco’s ability to continue as a going concern for a reasonable period of time.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements or noncompliance may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards of the Comptroller General of the United States of America and, if applicable, in accordance with a ny state or regulatory audit requirements . Please note that the determination of abuse is subjective and Government Auditing Standards does not require auditors to detect abuse.

Our responsibility as auditors is limited to the period covered by our audit a nd does not extend to any other periods.

We will issue a written report upon completion of our audit of the City of Wasco ’s basic financial statements. Our report will be addressed to the governing body of the City of Wasco . Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to mo dify our opinions, add an emphasis -of-matter or other -matter paragraph(s) to our auditor’s report , or if necessary, withdraw from the engagement. If our opinions on the basic financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement.

In accordance with the requirements of Government Auditing Standards , we will also issue a written report describing the scope of our testing over internal control over financial reporting and over compliance with laws, regulations, and provisions of grants and contracts, including the results of tha t testing. However, providing an opinion on internal control and compliance over financial reporting will not be an objective of the audit and, therefore, no such opinion will be expressed.

Audit of Major Program Compliance
Our audit of the City of Wasco ’s major federal award program(s) compliance will be conducted in accordance with the requirements of the Single Audit Act, as amended; and the Uniform Guidance , and will include tests of accounting records, a determination of major programs in accordance with the Uniform Guidance and other procedures we consider necessary to enable us to express such an opinion on major federal award program compliance and to rend er the required reports. We cannot provide assurance that an unmodified opinion on compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or withdraw from the engagement. 141 of 252
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The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether material noncompliance with applicable laws and regulations, the provisions of contracts and grant agreements applicable to major federal award programs, and the applicable compliance requirements occurred, whether due to fraud or error, and express an opinion on the entity’s compliance based on the audit . Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards , and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulti ng from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements is considered material if there is a substantial likelihood that, individ ually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the entity’s compliance with the requirements of the federal programs as a whole.

As part of a compliance audit in accordance with GAAS and, if applicable, in accordance with Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks.

Our procedures will consist of determining major federal programs and , performing the applicable procedures described in the U.S. Office of Management and Budget OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the entity’s major programs , and performing such other procedures as we considers necessary in t he circumstances. The purpose of those procedures will be to express an opinion on the entity’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance.

Also, as required by the Uniform Guidance , we will obtain an understanding of the entity’s internal control over compliance relevant to the audit in order to design and perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each of the entity’s major federal award programs. Our tests will be less in scope than would be necessary to render an opinion on these controls and, accordingly, no opinion will be expressed in our report.

However, we will communicate to you, regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we have identified during the audit.

We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the entity’s major federal award programs, and a report o n internal controls over compliance that will report any significant deficiencies and material weaknesses identified ; however, such report will not express an opinion on internal control.
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Management’s Responsibilities
Our audit will be conducted on the bas is that management and, when appropriate, those charged with governance, acknowledge and understand that they have responsibility:

1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America;

2. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error;

3. For identifying, in its accounts, all federal awards received and expended during the period and the federal programs under which they were received;

4. For maintaining records that adequately identify the source and application of funds for federally funded activities;

5. For preparing the schedule of expenditures of federal awards (including notes and noncash assistance received) in accordance with the Uniform Guidance;

6. For designing, implementing, and maintaining effective internal control over federal awards that provides reasonable assurance that the entity is managing federal awards in compliance with federal statutes, regulations, and the terms and conditions of the federal awards;

7. For identifying and ensuring that the entity complies with federal laws, statutes, regulations, rules, provisions of contracts or grant agreements , and the terms and conditions of federal award programs, and implementing systems designed to achieve compliance with applicable federal statutes, regulations, and the terms and conditions of federal award programs;

8. For disclosing accurately, currently, and completely the financial results of each federal award in accordance with the requirements of the award;

9. For identifying and providing report copies of previous audits, attestation engagements, or other studies that directly relate to the objectives of the audit, including whether related recommendations have been implemented;

10. For taking prompt action when instances of noncompliance are identified;

11. For addressing the findings and recommendations of auditors, for establishing and maintaining a process to track the status of such findings and recommendations and taking corrective action on reported audit findings from prior periods and preparing a summary schedule of prior audit findings;

12. For following up and taking corrective action on current year audit findings and preparing a corrective action plan for such findings;

13. For submitting the reporting package and data collection form to the appropriate parties;

14. For making the auditor aware of any significant contractor relationships where the contractor is responsible for program compliance;
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15. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements including the disclosures , and relevant to federal award programs, such as records, documentation, and other matters; b. Additional information that we may request from management for the purpose of the audit; c. Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence;
d. A written acknowledgement of all the documents that management expects to issue that will be included in the annual report and the planned timing and method of issuance of that annual report; and
e. A final version of the annual report (including all the documents that, together, comprise the annual report) in a timely manner prior to the date of the auditor’s report.

16. For adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the current year period(s) under audit are immaterial, both individually and in the aggregate, to the financial statements as a whole;

17. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;

18. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;

19. For informing us of any known or suspected fraud affecting the entity involving managem ent, employees with significant role in internal control and others where fraud could have a material effect on compliance;

20. For the accuracy and completeness of all information provided;

21. For taking reasonable measures to safeguard protected personally iden tifiable and other sensitive information; and

22. For confirming your understanding of your responsibilities as defined in this letter to us in your management representation letter.
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With regard to the supplementary information referred to above, you acknowledge and understand your responsibility: (a) for the preparation of the supplementary information in accordance with the applicable criteria; (b) to provide us with the appropriate written representations regarding supplementary information; (c) to include our report on the supplementary information in any document that contains the supplementary information and that indicates that we have reported on such supplementary information; and (d) to present the supplementary information with the audited basic financial statements, or if the supplementary information will not be presented with the audited basic financial statements, to make the audited basic financial statements readily avai lable to the intended users of the supplementary information no later than the date of issuance by you of the supplementary information and our report thereon.

With regard to the schedule of expenditures of federal awards referred to above, you acknowledge and understand your responsibility (a) for the preparation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance , (b) to provide us with the appropriate written representations regarding the schedule of expenditures of federal awards , (c) to include our report on the schedule of expenditures of federal awards in any document that contains the schedule of expenditures of federal awards and that indicates that we have reported on such schedule, and (d) to present the schedule of expenditures of federal awards with the audited financial statements, or if the schedule will not be presented with the audited financial statements, to make the audited financial statements readily available to the intended users of the schedule of expenditures of federal awards no later than the date of issuance by you of the schedule and our report thereon.

As part of our audit process, we will request from management and, when appropriate, those charged with governance, written confirmation concerning representations made to us in connection with the audit.

We understand that your employe es will prepare all confirmations we request and will locate any documents or invoices selected by us for testing.

If you intend to publish or otherwise reproduce the financial statements and make reference to our firm, you agree to provide us with printer s’ proofs or masters for our review and approval before printing. You also agree to provide us with a copy of the final reproduced material for our approval before it is distributed.

Nonattest Services
With respect to any nonattest services we perform, wh ich will include assisting in preparation of the financial statements and related notes of the City in conformity with U.S. GAAP based on information provided by you, we will not assume management responsibilities on beh alf of the City. However, we will provide advice and recommendations to assist management of the City in performing its responsibilities.

We will not assume management responsibiliti es on behalf of the City of Wasco . However, we will provide advice and recommendations to assist management of the City of Wasco in performing its responsibilities.
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The City of Wasco ’s management is responsible for (a) making all management decisions and performing all management functions; (b) assigning a competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities.

Our responsibilities and limitations of the nonattest services are as follows:
• We will perform the services in accordance with applicable professional standards issued by the AICPA that apply to preparation of financial statements when performing an audit of such financial statements, in addition we will comply with independence requirements stated in Section

1.295 of the AICPA Code of Professional Conduct.
• The nonattest services which will include assisting in preparation of the financial statements and related notes of the City in conformity with U.S. GAAP based on information provided by you. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining account coding and approving journal entries. Our firm will advise the City of Wasco with regard to tax positions taken in the preparation of the tax return, but the City of Wasco must make all decisions with regard to those matters.

Fees and Timing
We expect to begin our audit in approximately June 2022 and to issue our reports no later than December 31, 2022.

Ahmed Badawi , CPA , is the engagement partner for the audit services specified in this letter. His responsibilities include supervising Badawi and Associates ’ services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the audit report.

Our fees for these services are what we agreed on the audit proposal. We will submit our bill for services on a progress basis, and billings are due upon submission. In accordance with firm policies, work may be suspended if fees are n ot paid in a timely manner. If the account is not paid in full when due, you agree to pay all expenses of collection, including legal fees. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon writ ten notification of termination, even if we have not completed our report(s).

During the course of the engagement, we may communicate with you or your personnel via fax or e - mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

Regarding the electronic dissemination of audited financial statements, including financial statements published electronically on your Internet website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document.
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Professional standards prohibit us from being t he sole host and/or the sole storage for your financial and non-financial data. As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement let ter, you affirm that you have all the data and records required to make your books and records complete.

The audit documentation for this engagement is the property of Badawi and Associates and constitutes confidential information. However, we may be requested to make certain audit documentation available to regulatory and federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or regulation , or to peer reviewers. If requested, access to such audit documentation will be provided under the supervision of Badawi and Associates’ personnel.

Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and regu lators. The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies. We agree to retain our audit documentation or work papers for a period of at least five years from the date of our report.

Further, we will be available during the year to consult with you on financial management and accounting matters of a routine nature.

During the course of the audit , we may observe opportunities for economy in, or improve d controls over, your operations. We will bring such matters to the attention of the appropriate level of management, either orally or in writing.

We agree to retain our audit documentation or work papers for a period of at least five years from the date of our report.

You agree to inform us of facts that may affect the financial statements of which you may become aware during the period from the date of the auditor’s report to the date the financial statements are issued.

At the conclusion of our audit en gagement, we will communicate to City Council the following significant findings from the audit:
• Our view about the qualitative aspects of the entity’s significant accounting practices; • Significant difficulties, if any, encountered during the audit; • Uncorrected misstatements, other than those we believe are trivial, if any; • Disagreements with management, if any;
• Other findings or issues, if any, arising from the audit that are, in our professional ju dgment, significant and relevant to those charged with governance regarding their oversight of the financial reporting process;
• Material, corrected misstatements that were brought to the attention of management as a result of our audit procedures;
• Representations we requested from management;
• Management’s consultations with other accountants, if any; and 147 of 252
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• Significant issues, if any, arising from the audit that were discussed, or the subject of correspondence, with management.

In accordance with the requirements of Government Auditing Standards, we have attached a copy of our latest external peer review report of our firm for your consideration and files.

Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our audit of the financial statements compliance over major federal award programs including our respective responsibilities.

We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.

Respectfully,
Badawi and Associates
Certified Public Accountants
Berkeley, California
*************************************************************** RESPONSE:

This letter correctly sets forth the understanding of the City of Wasco.

City of Wasco
Acknowledged and agreed on behalf of the City of Wasco by:

Name:

Title:

Date:
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July 14, 2022
To the Honorable Mayor and Members of the City Council
of the City of Wasco
c/o Mr. Scott Hurlbet, City Manager
764 E Street
Wasco, CA 93280
Dear Mr. Hurlbet:

The following represents our understanding of the services we will provide the City of Wasco (City).

You have requested that we audit the financial statements of the Measure X of the City, as of June 30, 2022, and for the year then ended and the related notes, which collectively comprise the Measure X’s basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter.

The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to error or fraud, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (GAAS) and Government Auditing Standards will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgement made by a reasonable user based on the financial statements.

Accounting principles generally accepted in the United States of America, (U.S. GAAP), as promulgated by the Governmental Accounting Standards Board (GASB) require that certain required supplementary information be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the GASB, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context.

Auditor Responsibilities
We will conduct our audit in accordance with U.S. GAAS and Government Auditing Standards. As part of an audit in accordance with GAAS and Government Auditing Standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
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 Identify and assess the risks of material misstatement o the financial statements, whether due to error or fraud, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. However, we will communicate to you in writing any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.  Conclude, based on the audit evidence obtained, whether there are conditions or events considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control and unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards.

Our responsibility as auditors is limited to the period covered by our audit and does not extend to any other periods.

Compliance with Laws and Regulations
As previously discussed, as part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we will perform tests of the Measure X’s compliance with the provisions of applicable laws, regulations, contracts, and agreements. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion.

Management Responsibilities
Our audit will be conducted on the basis that management and, when appropriate, those charged with governance acknowledge and understand that they have responsibility:

1. For the preparation and fair presentation of the basic financial statements in accordance with accounting principles generally accepted in the United States of America; 152 of 252
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2. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of basic financial statements that are free from material misstatement, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements; and

3. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the basic financial statements such as records, documentation, and other matters;
b. Additional information that we may request from management for the purpose of the audit; and
c. Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence.

4. For including the auditor’s report in any document containing basic financial statements that indicates that such basic financial statements have been audited by the us;

5. For identifying and ensuring that the entity complies with the laws and regulations applicable to its activities;

6. For adjusting the basic financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the current year period(s) under audit are immaterial, both individually and in the aggregate, to the basic financial statements as a whole; and

7. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;

8. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;

9. For informing us of any known or suspected fraud affecting the entity involving management, employees with significant role in internal control and others where fraud could have a material effect on the financials; and

10. For the accuracy and completeness of all information provided. 153 of 252
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With regard to the supplementary information, if any referred to above, you acknowledge and understand your responsibility: (a) for the preparation of the supplementary information in accordance with the applicable criteria; (b) to provide us with the appropriate written representations regarding supplementary information; (c) to include our report on the supplementary information in any document that contains the supplementary information and that indicates that we have reported on such supplementary information; and (d) to present the supplementary information with the audited basic financial statements, or if the supplementary information will not be presented with the audited basic financial statements, to make the audited basic financial statements readily available to the intended users of the supplementary information no later than the date of issuance by you of the supplementary information and our report thereon.

Nonattest Services
With respect to any nonattest services we perform, which will include assisting in preparation of the financial statements and related notes of the City’s Measure X in conformity with U.S. GAAP based on information provided by you, we will not assume management responsibilities on behalf of the City.

However, we will provide advice and recommendations to assist management of the City in performing its responsibilities.

The City ’s management is responsible for (a) making all management decisions and performing all management functions; (b) assigning a competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities.

Our responsibilities and limitations of the engagement are as follows:
 We will perform the services in accordance with applicable professional standards issued by the AICPA that apply to preparation of financial statements when performing an audit of such financial statements, in addition we will comply with independence requirements stated in Section 1.295 of the AICPA Code of Professional Conduct.
 The nonattest services are limited to the preparation services previously outlined. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining account coding and approving journal entries. 154 of 252
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Reporting
We will issue a written report upon completion of our audit of Measure X’s of the City’s basic financial statements. Our report will be addressed to the governing body of the City. Circumstances may arise in which our report may differ from its expected form and content based on the results of the audit.

Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph(s) to our auditor’s report, or if necessary, withdraw from the engagement. If our opinions on the basic financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement.

However, providing an opinion on internal control and compliance will not be an objective of the audit and, therefore, no such opinion will be expressed.

Assistance by Your Personnel
Whenever possible, we will attempt to use the City’s personnel to assist in the preparation of schedules and analyses of accounts. This effort could substantially reduce our time requirements and facilitate the timely conclusion of the audit. We understand that your employees will prepare all confirmations we request and will locate any documents or support for any other transactions we select for testing.

Independence
Professional standards require that a firm and its members maintain independence throughout the duration of the professional relationship with a client. In order to preserve the integrity of our relationship, no offer of employment shall be discussed with any Badawi and Associates professionals assigned to the audit, during the one year period prior to the commencement of the year-end audit.

Should such an offer of employment be made, or employment commences during the indicated time period, we will consider this an indication that our independence has been compromised. As such, we may be required to recall our auditors’ report due to our lack of independence. In the event additional work is required to satisfy independence requirements, such work will be billed at our standard hourly rates.

Other
If you intend to publish or otherwise reproduce the basic financial statements and make reference to our firm, you agree to provide us with printers’ proofs or masters for our review and approval before printing. You also agree to provide us with a copy of the final reproduced material for our approval before it is distributed.
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Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement letter, you affirm that we have all the data and records required to make your books and records complete.

Provisions of Engagement Administration, Timing and Fees During the course of the engagement, we may communicate with you or your personnel via fax or e- mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

Our firm may transmit confidential information that you provided us to third parties in order to facilitate delivering our services to you. We have obtained confidentiality agreements with all our service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have the appropriate procedures in place to prevent the unauthorized release of confidential information to others. We will remain responsible for the work provided by any third-party service providers used under any such agreement(s). By your signature below, you consent to having confidential information transmitted to entities outside the firm. Please feel free to inquire if you would like additional information regarding the transmission of confidential information to entities outside the firm.

We expect to begin our audit in approximately June 2022 and to issue our reports no later than December 2022.

Ahmed Badawi, CPA, is the engagement partner for the audit services specified in this letter. His responsibilities include supervising Badawi & Associates’ services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the audit report.

Our fees for these services are what we agreed on in the audit proposal. We will submit our bill for services on a progress basis, and billings are due upon submission. In accordance with firm policies, work may be suspended if fees are not paid in a timely manner. If the account is not paid in full when due, you agree to pay all expenses of collection, including legal fees. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s).

During the course of the audit we may observe opportunities for economy in, or improved controls over your operations. We will bring such matters to the attention of the appropriate level of management, either orally or in writing.

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We agree to retain our audit documentation or work papers for a period of at least five years from the date of our report.

At the conclusion of our audit engagement, we will communicate to The City Council the following significant findings from the audit:
 Our view about the qualitative aspects of the City’s significant accounting practices;  Significant difficulties, if any, encountered during the audit;  Uncorrected misstatements, other than those we believe are trivial, if any;  Disagreements with management, if any;
 Other findings or issues, if any, arising from the audit that are, in our professional judgment, significant and relevant to those charged with governance regarding their oversight of the financial reporting process;
 Material, corrected misstatements that were brought to the attention of management as a result of our audit procedures;
 Representations we requested from management;
 Management’s consultations with other accountants, if any; and  Significant issues, if any, arising from the audit that were discussed, or the subject of correspondence, with management.

The audit documentation for this engagement is the property of Badawi & Associates and constitutes confidential information. However, we may be requested to make certain audit documentation available to regulatory and federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or regulation, or to peer reviewers. If requested, access to such audit documentation will be provided under the supervision of Badawi & Associates’ personnel. Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and regulators. The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies.

In accordance with the requirements of Government Auditing Standards, we have attached a copy of our latest external peer review report of our firm for your consideration and files.

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We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.

Respectfully,
Badawi & Associates, CPAs
Berkeley, California
*************************************************************** RESPONSE:

This letter correctly sets forth the understanding of the City of Wasco.

City of Wasco
Acknowledged and agreed on behalf of the City of Wasco by:

Name:

Title:

Date:
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July 14, 2022
To the Honorable Mayor and Members of the City Council
of the City of Wasco
c/o Mr. Scott Hurlbet, City Manager
764 E Street
Wasco, CA 93280
Dear Mr. Hurlbet:

The following represents our understanding of the services we will provide the City of Wasco (City).

You have requested that we audit the financial statements of the governmental activities, the business- type activities, each major fund, and the aggregate remaining fund information of the City, as of June 30, 2022, and for the year then ended, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements.

In addition, we will audit the City’s compliance over major federal award programs for the period ended June 30, 2022. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter.

Our audits will be conducted with the objectives of expressing an opinion on each opinion unit and an opinion on compliance regarding the City’s major federal award programs. The objectives of our audit of the financial statements are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (GAAS) and Government Auditing Standards will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgement made by a reasonable user based on the financial statements.

The objectives of our compliance audit are to obtain sufficient appropriate audit evidence to form an opinion and report at the level specified in the governmental audit requirement about whether the City complied in all material respects with the applicable compliance requirements and identify audit and reporting requirements specified in the governmental audit requirement that are supplementary to GAAS and Government Auditing Standards, if any, and perform procedures to address those requirements. 161 of 252
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Accounting principles generally accepted in the United States of America (U.S. GAAP) require that certain required supplementary information (RSI) be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board (GASB), who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist primarily of inquiries of management regarding their methods of measurement and presentation, and comparing the information for consistency with management’s responses to our inquiries. We will not express an opinion or provide any form of assurance on the RSI. The following RSI is required by accounting principles generally accepted in the United States of America. This RSI will be subjected to certain limited procedures but will not be audited:
1) Management’s Discussion and Analysis
2) Budgetary Comparison Schedules – General Fund and Major Special Revenue Funds 3) Required Pension Information
Supplementary information other than RSI will accompany the City’s basic financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling the supplementary information to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with auditing standards generally accepted in the United States of America. We intend to provide an opinion on the following supplementary information in relation to the financial statements as a whole:
1) Combining schedules of non-major funds
2) Budgetary comparison schedules of non-major funds
3) Statements of Custodial Funds
Schedule of Expenditures of Federal Awards
We will subject the schedule of expenditures of federal awards to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling the schedule to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with auditing standards generally accepted in the United States of America. We intend to provide an opinion on whether the schedule of expenditures of federal awards is presented fairly in all material respects in relation to the financial statements as a whole.

Also, the document we submit to you will include the following other additional information that will not be subjected to the auditing procedures applied in our audit of the financial statements:
1) Introductory Section (Unaudited)
2) Statistical Section (Unaudited)
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Data Collection Form
Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is management’s responsibility to submit a reporting package including financial statements, schedule of expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along with the Data Collection Form to the federal audit clearinghouse. The financial reporting package must be text searchable, unencrypted, and unlocked. Otherwise, the reporting package will not be accepted by the federal audit clearinghouse. We will assist you in the electronic submission and certification. You may request from us copies of our report for you to include with the reporting package submitted to pass-through entities.

The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our auditors’ reports or nine months after the end of the audit period, unless specifically waived by a federal cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors in assessing programs at a higher risk.

Audit of the Financial Statements
We will conduct our audits in accordance with the U.S. GAAS, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) and, if applicable, in accordance with any state or regulatory audit requirements.

As part of an audit of financial statements in GAAS and Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement in the financial statements, whether due to error or fraud, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 163 of 252
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 Conclude, based on the audit evidence obtained, whether there are conditions or events considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, and unavoidable risk that some material misstatements or noncompliance may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards of the Comptroller General of the United States of America and, if appliable, in accordance with any state or regulator audit requirements. Please note that the determination of abuse is subjective and Government Auditing Standards does not require auditors to detect abuse.

Our responsibility as auditors is limited to the period covered by our audit and does not extend to any other periods.

Reporting
We will issue a written report upon completion of our audit of the City’s basic financial statements. Our report will be addressed to the governing body of the City. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph(s) to our auditor’s report, or if necessary, withdraw from the engagement. If our opinions on the basic financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement.

However, providing an opinion on internal control and compliance will not be an objective of the audit and, therefore, no such opinion will be expressed.

Audit of Major Program Compliance
Our audit of the City’s major federal award program(s) compliance will be conducted in accordance with the requirements of the Single Audit Act, as amended; and the Uniform Guidance, and will include tests of accounting records, a determination of major programs in accordance with the Uniform Guidance and other procedures we consider necessary to enable us to express such an opinion on major federal award program compliance and to render the required reports. We cannot provide assurance that an unmodified opinion on compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or withdraw from the engagement. 164 of 252
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The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether material noncompliance with applicable laws and regulations, the provisions of contracts and grant agreements applicable to major federal award programs, and the applicable compliance requirements occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on the audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the federal programs as a whole.

The purpose of those procedures will be to express an opinion on the City’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance.

Also, as required by the Uniform Guidance, we will obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design and perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each of the City’s major federal award programs. Our tests will be less in scope than would be necessary to render an opinion on these controls and, accordingly, no opinion will be expressed in our report. However, we will communicate to you, regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we have identified during the audit.

We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the City’s major federal award programs, and a report on internal controls over compliance that will report any significant deficiencies and material weaknesses identified; however, such report will not express an opinion on internal control.
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Management’s Responsibilities
Our audit will be conducted on the basis that management and, when appropriate, those charged with governance, acknowledge and understand that they have responsibility:

1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America;

3. For identifying, in its accounts, all federal awards received and expended during the period and the federal programs under which they were received;

4. For maintaining records that adequately identify the source and application of funds for federally funded activities;

5. For preparing the schedule of expenditures of federal awards (including notes and noncash assistance received) in accordance with the Uniform Guidance;

6. For designing, implementing, and maintaining effective internal control over federal awards that provides reasonable assurance that the City is managing federal awards in compliance with federal statutes, regulations, and the terms and conditions of the federal awards;

7. For identifying and ensuring that the City complies with federal laws, statutes, regulations, rules, provisions of contracts or grant agreements, and the terms and conditions of federal award programs, and implementing systems designed to achieve compliance with applicable federal statutes, regulations, and the terms and conditions of federal award programs;

8. For disclosing accurately, currently, and completely the financial results of each federal award in accordance with the requirements of the award;

10. For taking prompt action when instances of noncompliance are identified;

12. For following up and taking corrective action on current year audit findings and preparing a corrective action plan for such findings;

13. For submitting the reporting package and data collection form to the appropriate parties; 166 of 252
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14. For making the auditor aware of any significant contractor relationships where the contractor is responsible for program compliance;

15. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements including the disclosures, and relevant to federal award programs, such as records, documentation, and other matters; b. Additional information that we may request from management for the purpose of the audit; c. Unrestricted access to persons within the City from whom we determine it necessary to obtain audit evidence;
d. A written acknowledgment of all the documents that management expects to issue that will be included in the annual report and the planned timing and method of issuance of that annual report; and
e. A final version of the annual report (including all the documents that, together, comprise the annual report) in a timely manner prior to the date of the auditor’s report.

17. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;

18. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;

19. For informing us of any known or suspected fraud affecting the City involving management, employees with significant role in internal control and others where fraud could have a material effect on compliance;

20. For the accuracy and completeness of all information provided;

21. For taking reasonable measures to safeguard protected personally identifiable and other sensitive information; and

22. For confirming your understanding of your responsibilities as defined in this letter to us in your management representation letter.
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With regard to the schedule of expenditures of federal awards referred to above, you acknowledge and understand your responsibility (a) for the preparation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance, (b) to provide us with the appropriate written representations regarding the schedule of expenditures of federal awards, (c) to include our report on the schedule of expenditures of federal awards in any document that contains the schedule of expenditures of federal awards and that indicates that we have reported on such schedule, and (d) to present the schedule of expenditures of federal awards with the audited financial statements, or if the schedule will not be presented with the audited financial statements, to make the audited financial statements readily available to the intended users of the schedule of expenditures of federal awards no later than the date of issuance by you of the schedule and our report thereon.

Nonattest Services
With respect to any nonattest services we perform, which will include assisting in preparation of the financial statements and related notes of the City in conformity with U.S. GAAP based on information provided by you, we will not assume management responsibilities on behalf of the City. However, we will provide advice and recommendations to assist management of the City in performing its responsibilities.

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 This engagement is limited to the preparation services previously outlined. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining account coding and approving journal entries.

Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement letter, you affirm that we have all the data and records required to make your books and records complete.

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We expect to begin our audit in approximately June 2022 and to issue our reports no later than December 2022.

We agree to retain our audit documentation or work papers for a period of at least five years from the date of our report.

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 Material, corrected misstatements that were brought to the attention of management as a result of our audit procedures;
 Representations we requested from management;
 Management’s consultations with other accountants, if any; and  Significant issues, if any, arising
from the audit that were discussed, or the subject of
correspondence, with management.

The audit documentation for this engagement is the property of Badawi & Associates and constitutes confidential information. However, we may be requested to make certain audit documentation available to regulatory and federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or regulation, or to peer reviewers. If requested, access to such audit documentation
will be provided under the supervision of Badawi & Associates’ personnel. Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and regulators. The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies.

In accordance with the requirements of Government Auditing Standards, we have attached a copy of our latest external peer review report of our firm for your consideration and files.

We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.

Respectfully,
Badawi & Associates, CPAs
Berkeley, California
*************************************************************** 171 of 252
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RESPONSE:

This letter correctly sets forth the understanding of the City of Wasco.

City of Wasco
Acknowledged and agreed on behalf of the City of Wasco by:

Name:

Title:

Date:
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174 of 252
July 14, 2022
To the Honorable Mayor and Members of the City Council
of the City of Wasco
c/o Mr. Scott Hurlbet, City Manager
764 E Street
Wasco, CA 93280
Dear Mr. Hurlbet:

This letter sets forth our understanding for applying agreed-upon procedures to the Appropriations Limit Schedule of the City of Wasco (City) for the year ending June 30, 2022. The City is responsible for the Appropriations Limit Schedule.

This engagement is solely for the purpose of assisting the City in determining whether the Appropriations Limit was calculated correctly in accordance with specified laws and regulations. This report is intended for use by the City (the “Specified Party”) and is expected to be restricted to the use of the Specified Party.

Prior to the completion of the engagement, you agree to provide us with a written agreement and acknowledgment that the procedures performed are appropriate for the intended purpose of the engagement as noted above.

We will apply the following procedures:

1. We will obtain the completed worksheets used by the City to calculate its appropriations limit for the fiscal year ending June 30, 2022, and determine that the limit and annual calculation factors are adopted by resolution of City Council. We also will determine that the population and inflation options are selected by a recorded vote of City Council.

2. For the Appropriations Limit Schedule, we will add the prior year’s limit to the total adjustments, and agree the resulting amount to the current year’s limit

3. We will agree the current year information presented in the Appropriations Limit Schedule to corresponding information in the worksheets used by the City.

4. We will agree the prior year appropriations limit presented in the Appropriations Limit Schedule to the prior year appropriations limit adopted by the City Council during the prior year.

We will conduct our engagement in accordance with the attestation standards for agreed-upon procedures engagements of the American Institute of Certified Public Accountants. We are responsible for carrying out the procedures and reporting findings in accordance with these standards. We have no responsibility to determine the differences between the procedures to be performed and the procedures that we would have determined to be necessary had we been engaged to perform another form of attestation engagement.
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Our report will list the procedures performed and our findings. Our report will be addressed to the City and will be intended for use by and restricted to the use of the Specified Party as identified above. Our report will contain such restricted-use language.

Should we have any reservations with respect to the subject matter, we will discuss them with you before the report is issued.

We have no responsibility to update our report for events and circumstances occurring after the date of our report.

As part of our engagement, we will request from management and, when appropriate, those charged with governance, written confirmation concerning representations made to us in connection with the agreed upon procedures.

During the course of the engagement, we may communicate with you or with your personnel via fax or e-mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

Professional standards prohibit us from being the sole host and/or the sole storage for your financial and nonfinancial data. As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement let ter, you affirm that you have all the data and records required to make your books and records complete.

We expect to begin the engagement in approximately July 2022 and to issue our report no later than December 2022.

Ahmed Badawi, CPA, is the engagement partner for the services specified in this letter. His responsibilities include supervising Badawi and Associates’ services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the agreed-upon procedures report.

Our fees for these services are included in our proposal. We will submit our bill for services on a progress basis, and billings are due upon submission.

We will maintain the confidentiality of your personal information and will apply procedures to protect against any unauthorized release of your personal information to third parties.

We agree to retain our attest documentation or workpapers for a period of seven years from the date of our report.

Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our engagement including our respective responsibilities. If you have any questions, please let us know.
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We appreciate the opportunity to be of service to you and look forward to working with you and your staff.

Respectfully,
Badawi and Associates
Certified Public Accountants
Berkeley, California
*************************************************************** RESPONSE:

This letter correctly sets forth the understanding of the City of Wasco.

City of Wasco
Acknowledged and agreed on behalf of the City of Wasco by:

Name:

Title:

Date:
177 of 252
July 14, 2022
To the Honorable Mayor and Members of the City Council
of the City of Wasco
c/o Mr. Scott Hurlbet, City Manager
764 E Street
Wasco, CA 93280
Dear Mr. Hurlbet:

This letter sets forth our understanding for applying agreed-upon procedures to the Appropriations Limit Schedule of the City of Wasco (City) for the year ending June 30, 2023. The City is responsible for the Appropriations Limit Schedule.

We will apply the following procedures:

1. We will obtain the completed worksheets used by the City to calculate its appropriations limit for the fiscal year ending June 30, 2023, and determine that the limit and annual calculation factors are adopted by resolution of City Council. We also will determine that the population and inflation options are selected by a recorded vote of City Council.

2. For the Appropriations Limit Schedule, we will add the prior year’s limit to the total adjustments, and agree the resulting amount to the current year’s limit

3. We will agree the current year information presented in the Appropriations Limit Schedule to corresponding information in the worksheets used by the City.

4. We will agree the prior year appropriations limit presented in the Appropriations Limit Schedule to the prior year appropriations limit adopted by the City Council during the prior year.

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Should we have any reservations with respect to the subject matter, we will discuss them with you before the report is issued.

We have no responsibility to update our report for events and circumstances occurring after the date of our report.

Professional standards prohibit us from being the sole host and/or the sole storage for your financial and nonfinancial data. As such, it is your responsibility to m aintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement letter, you affirm that you have all the data and records required to make your books and records complete.

We expect to begin the engagement in approximately July 2022 and to issue our report no later than December 2022.

Our fees for these services are included in our proposal. We will submit our bill for services on a progress basis, and billings are due upon submission.

We will maintain the confidentiality of your personal information and will apply procedures to protect against any unauthorized release of your personal information to third parties.

We agree to retain our attest documentation or workpapers for a period of seven years from the date of our report.

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We appreciate the opportunity to be of service to you and look forward to working with you and your staff.

Respectfully,
Badawi and Associates
Certified Public Accountants
Berkeley, California
*************************************************************** RESPONSE:

This letter correctly sets forth the understanding of the City of Wasco.

City of Wasco
Acknowledged and agreed on behalf of the City of Wasco by:

Name:

Title:

Date:
180 of 252
July 14, 2022
To the Honorable Mayor and Members of the City Council
of the City of Wasco
c/o Mr. Scott Hurlbet, City Manager
764 E Street
Wasco, CA 93280
Dear Mr. Hurlbet:

You have requested that we prepare the financial statements of the City of Wasco (City), as of June 30, 2022, and for the year then ended to be included in the prescribed forms developed by the State of California State Controller’s Office (prescribed forms) and perform a compilation engagement with respect to those financial statements. We are pleased to confirm our acceptance and our understanding of this compilation engagement by means of this letter.

Our Responsibilities
The objective of our engagement is to
a. prepare financial statements in accordance with the prescribed forms’ basis of accounting based on information provided by you and,
b. apply accounting and financial reporting expertise to assist you in the presentation of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements in order for them to be in accordance with the prescribed forms’ basis of accounting.

We will conduct our compilation engagement in accordance with Statements on Standards for Accounting and Review Services (SSARSs) promulgated by the Accounting and Review Services Committee of the AICPA and comply with the AICPA’s Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care.

We are not required to, and will not, verify the accuracy or completeness of the information you will provide to us for the engagement or otherwisegather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion, a conclusion, nor provide any assurance on the financial statements.
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Our engagement cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrongdoing within the entity or noncompliance with laws and regulations.

Your Responsibilities
The engagement to be performed is conducted on the basis that you acknowledge and understand that our role is to prepare financial statements in accordance with the prescribed forms’ basis of accounting and assist you in the presentation of the financial statements in the prescribed forms in accordance with the prescribed forms’ basis of accounting. You have the following overall responsibilities that are fundamental to our undertaking the engagement in accordance with SSARSs:
a. The preparation and fair presentation of financial statements in the prescribed forms in accordance with the prescribed forms’ basis of accounting b. The inclusion of all informative disclosures that is appropriate for the prescribed form’s basis of accounting.
c. The design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements included in the prescribed forms d. The prevention and detection of fraud
e. To ensure that the entity complies with the laws and regulations applicable to its activities f. To make all financial records and related information available to us g. The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, you provide to us for the compilation engagement You are also responsible for all management decisions and responsibilities and for designating an individual with suitable skills, knowledge, and experience to oversee our preparation of your financial statements included in the prescribed forms. You are responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services.

Our Report
As part of our engagement, we will issue a report that will state that we did not audit or review the financial statements and that, accordingly, we do not express an opinion, a conclusion, nor provide any assurance on them.
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Other Relevant Information
If, for any reason, we are unable to complete the compilation of your financial statements in the prescribed forms, we will not issue a report on such statements as a result of this engagement.

We will ask that your personnel, to the extent possible, prepare required schedules and analyses, and make selected invoices and other required documents available to our staff. This assistance by your personnel will serve to facilitate the progress of our work and minimize our time requirements.

We will provide copies of our reports to the City; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection.

The documentation for this engagement is the property of Badawi and Associates,CPAs and constitutes confidential information. However, subject to applicable laws and regulations, documentation and appropriate individuals will be made available upon request and in a timely manner to a Cognizant or Oversight Agency or its designee to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such documentation will be provided under the supervision of Badawi and Associates, CPAs personnel. Furthermore, upon request, we may provide copies of selected documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

Our fees for these services were what we agreed on the audit proposal. We will submit our bill for services on a progress basis, and billings are due upon submission. In accordance with our firm policies, work may be suspended if fees are not paid in a timely manner. If the account is not paid in full when due, you agree to pay all expenses of collection, including legal fees. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. 183 of 252
City of Wasco
July 14, 2022

Page 4 ends

Please sign and return the attached copy of this letter to indicate your acknowledgement of, and agreement with, the arrangements for our engagement to prepare the financial statements described herein and perform a compilation engagement with respect to those same financial statements and our respective responsibilities.

Respectfully,
Badawi and Associates
Certified Public Accountants
Berkeley, California
*************************************************************** RESPONSE:

This letter correctly sets forth the understanding of the City of Wasco.

City of Wasco
Acknowledged and agreed on behalf of the City of Wasco by:

Name:

Title:

Date:
184 of 252
.

TO: H
onorable Mayor and Council Members
FRO
M: M. Scott Hurlbert , City Manager
Luis Villa, Public Works Director
DA
TE: August 2, 2022
SUB
JECT: Adopt a Resolution Authorizing the City Manager or his Designee to Make a Budget Amendment to the Adopted FY 2022-2023 Capital Improvement Plan and sign a Purchase order in the amount of $5,094.67 to purchase landscape equipment from Kern River Power Equipment.

Recom
mendation:

Staff recommends City Council adopt a resolution authorizing the City Manager or his designee to make a budget amendment to the adopted FY 2022- 2023 Capital Improvement Plan and sign a Purchase order in the amount of $5,094.67 to purchase landscape equipment from Kern River Power Equipment.

Discussion:

On July 5, 2022, Council authorized the City Manager to execute an agreement with Baker Supply & Repairs to purchase a new lawnmower for landscape maintenance in the amount of $11,800.00. The City budgeted $17,500.00 in the FY 2022- 2023 budget for this purchase. Due to th e low bidder coming in at $11,800.00, we are left with $5,700.00 remaining in this budget item . With much of the Landscape Equipment being quite old and utilized often, Staff would like to utilize these remaining funds to purchase some additional equipment. As such, Staff is requesting to purchase the following equipment:
- (2) Commerical Push Mowers to be utilized in small areas around town. - (2) Commercial Weedeaters
- (1) Commercial Stick Hedger
- (1) Commercial Bush hedger
- (1) Commercial Leaf Blower
All the equipment listed above is commercial grade and will be utilized nearly dail y by our Landscape Maintenance Crew.

STAFF REPORT
City of Wasco
185 of 252
The City of Wasco received three quotes from the following Vendors:

VE
NDOR: QUOTE TOTAL:

Ker
n River Power Equipment $5,094.67
Abate-A-Weed $5,764.69
Baker Supplies and Repairs $6,113.91
Af
ter Review, Staff has determined that Kern River Power Equipment has submitted the most cost-effective proposal while also meeting our criteria for the equipment. As such, Staff recommends authorizing the City Manager or his designee to Sign a Purchase Order in the amount of $5,094.67 to purchase landscape equipment from Kern River Power Equipment.

Fi
scal Impact:

No additional funding is required. Staff is requesting to utilize the remaining $5,700.00 to purchase the additional equipment. A balance of $605.33 will remain.

At
tachments:

1. Resolution

2. Quote
186 of 252
RESOLUTION NO. 2022 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WASCO AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO MAKE A BUDGET AMENDMENT TO THE ADOPTED FY 2022-2023 CAPITAL IMPROVEMENT PLAN AND SIGN A PURCHASE ORDER IN THE AMOUNT OF $5094.67 TO PURCHASE LANDSCAPE EQUIPMENT FROM KERN RIVER

POWER EQUIPMENT
WHEREAS, t
he City adopts and develops a five -year capital improvement plan each fiscal year; and

WHEREAS,
Project No. 21011 has a budget surplus of $5,700.00; and WHEREAS, Staff would like to amend the budget to allow for the $5,700.00 surplus to be utilized for purchasing additional landscape equipment; and WHEREAS, t
his budget amendment will proceed in accordance with generally accepted accounting principles; and
WHEREAS, t
he City Council believes in Government transparency and that adjusting the adopted Capital Improvement Plan for FY 2022 -2023 will provide greater transparency.

NOW THEREFORE BE IT RESOLVED
, by the City Council of the City of Wasco as
follows:

SECTION 1:

Approves the Budget Amendment to the Adopted FY 2022-2023 Capital Improvement Plan.

SECTION 2: Au
thorizes the City Manager or his designee to sign a Purchase Order in the amount of $5,094.67 as presented in the Quote attached hereto as Exhibit “A” to purchase landscape equipment from Kern River Power Equipment. -o0o
-

187 of 252
I H
EREBY CERTIFY that the foregoing Resolution No. 2022 - was passed and adopted by the Council of the City of Wasco at a regular meeting thereof held on August 2, 2022, by the following vote:

COUNCIL MEMBERS:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________
___________

GILBERTO REYNA,
MAYOR of the City of Wasco
A
ttest: _______________
_______________
___________________
MARIA O. MARTINEZ
CITY CLERK and Ex Officio Clerk of
the Council of the City of Wasco
188 of 252
KERN RIVER POWER EQ.
108 N CHESTER AVE
BAKERSFIELD , CA 93308
Phone: 661-399-5783
Fax: 661-399-2128
Website: kernriverpoweronline.com
Email: [email protected]
Quotation
Bill To: Ship To:

Quote # : 141004

CITY OF WASCO
764 E STREET
WASCO, CA 93280

CITY OF WASCO
764 E STREET
WASCO, CA 93280
Phone: 661-758-7271
Generated on 7/22/2022 8:56:46 AM
THIS QUOTE IS GOOD FOR 30 DAYS.

Part Description Qty Price Disc Subtotal Tax Total
ECH T262 T262 STRAIGHT SHAFT

TRIMMER

1.00 295.00 0.00 295.00 24.34 319.34
ECH T262 T262 STRAIGHT SHAFT

TRIMMER

1.00 295.00 0.00 295.00 24.34 319.34
ECH AH262 AH262 ARTICULATING

SHAFTED HED

1.00 479.00 0.00 479.00 39.52 518.52
STI BR600 BACKPACK BLOWER 4MIX 1.00 423.00 0.00 423.00 34.90 457.90 ECH HT232 28" HEDGE TRIMMER 1.00 463.99 0.00 463.99 38.28 502.27 TOR 22297 21IN COMM WPM KAW
FJ180V, 3-SP

1.00 1375.20 0.00 1375.20 113.45 1488.65
TOR 22297 21IN COMM WPM KAW
FJ180V, 3-SP

1.00 1375.20 0.00 1375.20 113.45 1488.65
$5,094.67Total:
$0.00Handling:
$0.00Misc Tax:
$0.00Misc Charges:
$388.28Tax:

Subtotal: $4,706.39
1 EXHIBIT "A"
189 of 252
.

TO: H
onorable Mayor and Council Members
FRO
M: M. Scott Hurlbert , City Manager
Luis Villa, Public Works Director
DA
TE: August 2, 2022
SUB
JECT: Adopt a Resolution a uthorizing the City Manager or his Designee to Sign and Execute a Purchase Agreement, Master Subscription Agreement, and Authorize a purchase order of two level 3 DC fast Chargers and two level 2 chargers in the amount of $186,674.50 with Chargepoint Inc. to be utilized by the Transit Department and Make a Budget Amendment to the Adopted FY 2022-2023 Capital Improvement Plan and the Adopted Annual Operating Budget for FY 2022-2023.

Recom
mendation:

Staff recommends adopting a Resolution authorizing the City Manager or his designee to Sign and Execute a Purchase Agreement, Master Subscription Agreement and authorize a purchase order of two level 3 DC fast Chargers and two level 2 chargers in the amount of $186,674.50 with Chargepoint Inc. to be utilized by the Transit Department and Make a Budget Amendment to the Adopted FY 2022-2023 Capital Improvement Plan and the Adopted Annual Operating Budget for FY 2022-2023.

Discussion:

The State emissions standards for public transit agencies require converting the existing transit fleet to low or no emissions vehicles by 2040. The City can utilize funding from Caltrans Low Carbon Transit Operations Program (LCTOP), State Transit Assistance Funds, State of Good Repair Funds, and participation in PG&E's EV Fleet Electrification Program which will provide power to the City installed meter box as well as rebates for the purchased chargers all together to purchase and install all of the infrastructure required for two level 3 DC fast Chargers and two level 2 chargers.

Th
e Charging Stations referenced can be found in the FY 2022-2023 Capital Improvement Plan as Project No. 2 1034 and involves two level 3 DC fast chargers and two level 2 chargers to be installed in the Well 14 yard located at the Northwest corner of 8th Street and G Street just East of the Council Chambers and City Hall. These chargers will not be open for public access and instead will only be utilized by the Transit Department t o charge their incoming fleet of electric buses. The purpose of two level 3 DC fast chargers and two slow er level 2 chargers is to allow for Staff for faster charging during daytime

STAFF REPORT
City of Wasco
190 of 252
hours such as lunchtime and also have the ability to leave the bus plugged in overnight to the slower level 2 chargers which is better on the batteries.

The
first step in moving toward Project implementation is the purchase of the charging stations. The City has obtained a quote from Chargepoint Inc. and is recommending approval of this purchase via purchase order. In addition to the charging systems, the quote includes 5 years of monitoring and maintenance services from Chargepoint, Inc.

In
order to make the purchase, the City is required to sign off on Chargepoint, Inc.

Purchase Agreement and Master Su bscription Agreements. Both of these agreements have been reviewed by the City Manager as well as the City Attorney.

In
accordance with the City 's municipal code, the City may utilize joint powers agreements to procure equipment. The City is a member of Sourcewell. Sourcewell is a national joint power ag reement that allows the City to make purchases without further competitive bidding. The City will be procuring the charging stations using Sourcwewell Contract No. 042221-CPI.

Based on the Sourcewell quote and additional cost s for design, electrical construction costs, as well as automatic gates and lighting at the well site, there is a need for a budget amendment by allocating State of Good Repair Funds , increasing the budget by ($131,943.12). Inflation and cost of material, labor, and supply shortage are impacting all construction projects' costs.

Th
e budget amendment coming before the Council authorizes the City Manager or his designee to make monetary and administrative adjustments necessary to the FY 2022 - 2023 Capital Improvement Plan Project #21034-Level III Fast Chargers and the Adopted Annual Operating Budget to increase transparency throughout the execution of the project.

Fi
scal Impact:

This budget amendment will increase the total by $131,943.12 for FY 22/23 CIP Project #21034- Level III Fast Chargers. The following funding source will be added to the budget:

State of Good Repair (SGR) $131,943.12, which will be leverage d with TDA Funds (STA) $32,000 and LCTOP Funds $150,000.00 to a new total of $313,943.12.

At
tachments:

1. Resolution

2. Chargepoint, Inc. Quote

3. Chargepoint Purchase Agreement

4. Chargepoint Master Subscription Agreement
191 of 252
Quotation
Driving a Better Way™
chargepoint.com \i2\
Sales Representative: Tony Chang Quote Number: Q-226270-1 E-Mail: [email protected] Date: 7/11/2022
Telephone: Expires On: 8/10/2022
Primary Contact: Kameron Arnold
Bill To Address
\i1\
City of Wasco
746 8th Street
Wasco California 93280
United States
Ship To Address
\i1\
City of Wasco
746 8th Street
Wasco California 93280
United States
Product Name Product Description Qty List Price Disc% Unit Price Total Price CPE250C-625-CCS1-
200A-CHD-CHIP-PD
ChargePoint Express 250
Station (62.5 kW) - includes
Express 250 Station, 2x Power
Modules, 1x CCS1 200A
cable, 1x CHAdeMO cable,
North America Modem/SIM,
cUL and UL listed, requires

UNIVERSAL-CMT-METRIC,
not included. Includes EMV
Chip Reader terminal and
pedestal kit.
2 USD 54,520 5 USD 51,794 USD 103,588
CPE250-TOOLKIT-F CPE250 Tool Kit 1 USD 0 0 USD 0 USD 0

DC-UNIVERSAL-CMT-
METRIC
Required metal bracket to
align conduits and mounting
bolts for DC power delivery
products when cable entrance
is from below. This bracket
is to be installed into the
foundation before the concrete
pad is poured. Metric Units.

Required for CPE250 and
PDD series.
1 USD 0 0 USD 0 USD 0
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 1 of 5 ends

192 of 252
Product Name Product Description Qty List Price Disc% Unit Price Total Price CPE250-ASSURE-5 5 prepaid years of ChargePoint
Assure for CPE250 station.

Includes Parts and Labor
Warranty, Remote Technical
Support, On-Site Repairs
when needed, Unlimited
Configuration Changes, and
Reporting.
2 USD 16,275 0 USD 16,275 USD 32,550
CPE250-INSTALL-

COMMISSIONING
This service includes both the
Installation and Commissioning
of the Express CPE250
charging station. Customers
must work with their contractor
to perform all construction
(the ‘make ready’) up to
the point where stations
can be bolted down and
connected. ChargePoint
will then perform the on-site
validation of electrical capacity,
transformers, panels, breakers,
wiring, cellular coverage so
that they meet all ChargePoint
and local code requirements,
then install and commission the
station. Before installation can
begin, ChargePoint requires
the customer’s ‘make ready’
contractor to submit evidence
of adherence to ChargePoint’s
standards and specifications.

In addition to verifying and
testing the installation,
Commissioning also ensures
the station is connected to
the ChargePoint network,
completing software updates
and pairing configuration if
applicable. In parallel, the
ChargePoint Activations team
will configure the station and
apply policies according to the
customer’s specifications. A
final Commissioning Report will
be provided to the customer.

Note that if Commissioning
cannot be performed due to
site or installation deficiencies
for which ChargePoint is not
responsible, the customer will
incur a rescheduling fee to
cover redeployment costs.

Priced per Express CPE250
station.
2 USD 4,400 0 USD 4,400 USD 8,800
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 2 of 5 ends

193 of 252
Product Name Product Description Qty List Price Disc% Unit Price Total Price CT4021-GW1 Dual Output Gateway North
America, Bollard Unit -
208/240V @30A with Cord
Management
2 USD 9,190 0 USD 9,190 USD 18,380
CT4001-CCM CT4000 Bollard Concrete
Mounting Kit. Bolts: 5/8 - 11
x 9” F1554 Grade 55 hot-
dipped galvanized threaded
bolts - 3 ea. Nuts: 5/8 - Heavy
Galvanized Hex Nuts (DH
Rated) - 12 ea. Washers:

Galvanized Washers (ASTM
F436) - 9 ea. Plastic Template
- 1 ea
2 USD 125 0 USD 125 USD 250

CPCLD-ENTERPRISE-
DC-5
Enterprise Cloud Plan
subscription with advanced
station management features
such as: Custom Video
uploads, and Automatic
Software Updates, driver and
fleet management features
including: Access Control
and Pricing & Automatic
Payment Collection, as well
as advanced energy and
power management features
which include: Time of Use
Power Sharing and Energy
Management APIs. Real-
time dashboards and reports
provided for applicable features
including 15 min meter data
readings and associated
advanced energy reports.
2 USD 4,799 0 USD 4,799 USD 9,598

CPCLD-COMMERCIAL-
5 Prepaid Commercial Cloud
Plan subscription with station
management features such
as: Custom Video uploads
and Automatic Software
Updates, driver and fleet
management features
including: Access Control and
Pricing & Automatic Payment
Collection, as well as energy
and power management
features which include Power
Sharing. Real-time dashboards
and reports provided for
applicable features. Station
Activation purchase required.
4 USD 1,385 0 USD 1,385 USD 5,540
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 3 of 5 ends

194 of 252
Product Name Product Description Qty List Price Disc% Unit Price Total Price CPSUPPORT-ACTIVE Initial Station Activation &
Configuration Service includes
activation of cloud services and
configuration of radio groups,
custom groups, connections,
access control, visibility control,
pricing, reports and alerts. One
time initial service per station.
2 USD 349 100 USD 0 USD 0
CPSUPPORT-ACTIVE Initial Station Activation &
Configuration Service includes
activation of cloud services and
configuration of radio groups,
custom groups, connections,
access control, visibility control,
pricing, reports and alerts. One
time initial service per station.
2 USD 349 100 USD 0 USD 0
CT4000-INSTALLVALID Customer works with their
own contractor to perform all
construction up to the point
where the stations can be
bolted down and connected.

ChargePoint will then engage
an authorized ChargePoint
Partner to install the station
on the prepared site and
perform a Site Validation.

This includes validating
that the electrical capacity,
transformers, panels, breakers,
wiring, cellular coverage
and station installation all
meet ChargePoint published
requirements and local
codes. Upon successful Site
Validation, the customer will
be eligible to obtain warranty
coverage under a ChargePoint
Maintenance plan, sold
separately. Note, a failed
Site Validation will incur a
second validation fee to repeat
the validation after the site
deficiencies are corrected.

Priced per CT4000 station.
2 USD 1,200 0 USD 1,200 USD 2,400
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 4 of 5 ends

195 of 252
Product Name Product Description Qty List Price Disc% Unit Price Total Price CT4000-ASSURE5 5 prepaid years of ChargePoint
Assure for CT4000 station.

Includes Parts and Labor
Warranty, Remote Technical
Support, On-Site Repairs
when needed, Unlimited
Configuration Changes, and
Reporting.
2 USD 2,620 0 USD 2,620 USD 5,240
Quote Total: USD 186,346.00
Shipping Fee: USD 328.50
Grand Total: USD 186,674.50
Quote Acceptance
+ Invoices are Net 30 from invoice date.
+ Each Assure and Cloud Services subscription that you purchase for a Charging Station will commence ninety (90) days from the date the Charging Station associated with that subscription is shipped to you and will last for the subscription length selected in the applicable order.
+ All pricing is confidential between Customer and ChargePoint. + All prices are FCA ChargePoint warehouse(s).
+ Customer to be invoiced at time of shipment.
+ Sales tax in applicable states and shipping costs will be applied to this quote at time of invoicing. + Credit Checks are required for new customers.
+ Pricing does not include installation or mounting services unless specifically quoted above. + Additional Purchase Terms and Conditions can be found at http://www.chargepoint.com/termsandconditions + Additional terms and conditions for ChargePoint Assure can be found at http://www.chargepoint.com/legal/assure + Purchaser confirms that the shipping and billing information provided in the Quotation is accurate for ChargePoint’s shipping and invoicing purposes.

By signing this quote I hereby acknowledge that I have the authority to purchase the product detailed on this document on behalf of my organization. Furthermore, I agree to the above terms and conditions and that this signed quote shall act as a purchase order.

Signature : \s1\ Title : \t_1\
Name (Print) : \FN_1\ Date : \d1\
Company Name : \CompanyName_1\
Accounts Payable Contact Name : \AccountPayableContactName_1\ Accounts Payable Contact E-Mail : \AccountsPayableContactEmail_1\ Requested Ship Date : \dsrequestedshipdate_1\
© 2022 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

Page 5 of 5 ends

196 of 252
RESOLUTION NO. 2022 -
A R

ESOLUTION OF THE CITY COUNCIL OF THE CITY OF WASCO AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO SIGN AND EXECUTE A PURCHASE AGREEMENT, MASTER SUBSCRIPTION AGREEMENT AND AUTHORIZE A PURCHASE ORDER OF TWO LEVEL 3 DC FAST CHARGERS AND TWO LEVEL 2 CHARGERS IN THE AMOUNT OF $186,674.50 WITH CHARGEPOINT INC. TO BE UTILIZED BY THE TRANSIT DEPARTMENT AND MAKE A BUDGET AMENDMENT TO THE ADOPTED FY 2022-2023 CAPITAL IMPROVEMENT PLAN AND ANNUAL OPERATING BUDGET FOR FY 2022-2023.

WHER
EAS, the City wishes to purchase two Level 3 DC Fast Chargers and two Level 2 Chargers from Chargepoint, Inc. to be utilized by the Transit Department buses; and, WHER
EAS, the city has utilized its joint power agreements procedures utilizing Sourcewell; and,
WHER
EAS, said Sourcewell Agreement has been made in the form and manner prescribed by the City of Wasco Municipal Code and the California Public Contract Code; and,
WHER
EAS, the Agreements shall be governed by and construed in accordance with the laws of the State of California; and,
WHER
EAS, the City’s cost for the Chargers in the amount of $186,674.50 is to be from the Capital Outlay Fund; and,
WHER
EAS, a summary of the budget amendment that will take place is included as Exhibit “A”; and,
WHER
EAS, the budget amendment will proceed in accordance with generally accepted accounting principles (GAAP); and,
WHER
EAS, CITY d elegates the authority to the City Manager or his designee to conduct all negotiations, sign , and submit all documents, including, but not limited to , applications, agreements, amendments, budget amendments , and payment requests, which may be necessary for the completion of the project.

NO
W THEREFORE BE IT RESOLVED, by the City Council of the City of Wasco as follows:

SECT
ION 1: Authorizes the City Manager or his designee to Sign and Execute a Purchase Agreement and Master Subscription Agreement as well as approve a purchase order in the amount of $186,674.50 with Chargepoint Inc.

SECT
ION 2: Approves Budget Amendment to the Adopted 2022- 23 Capital Improvement Plan and Adopted 2022-23 Annual Operating Budget.
197 of 252
SECTION 3: Authorizes the City Manager to make monetary and administrative budget amendments as outlined in Exhibit “A.”
SECT
ION 4: Delegates the authority to the City Manager or designee to conduct all negotiations, sign, and submit all documents, including, but not limited to, applications, agreements, amendments, budget amendments, and payment requests, which may be necessary for the completion of the project.
-o0o
-
I HEREBY CERTIFY that the foregoing Resolution No. 2022 - was passed and adopted by the Council of the City of Wasco at a regular meeting thereof held on August 2, 2022, by the following vote:

COUNCIL MEMBERS:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________
___________

REVISED
BUDGET

DIFFERENCE
FY 22/23 CIP PROJECT
No. 21034- LEVEL III

FAST CHARGER AND

TWO LEVEL II

CHARGERS FOR DIAL-

A-RIDE ELECTRIC BUSES

1. TDA Funds
(STA)

2. LCTOP Funds

3. State of Good
Repair (SGR)
$32,000.00
$150,000.00
$0
No Change
No Change
$131,943.12 +131,
943.12
Total $182,000.00 $313,943.12
199 of 252
CHARG EPOI NT®

MASTER SERVICES AND SUBSCRIPTION AGREEMENT
IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT

BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT {"SUBSCRIBER") AND THE APPLICABLE CHARGEPOINT ENTITY OR ENTITIES ("CPI") WHICH CAN BE FOUND IN SECTION 11.4 BELOW. PLEASE READ IT CAREFULLY. BY USING ANY OF THE CHARGEPOINT SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY CHARGEPOINT SERVICES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR

OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO

THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY NOT USE THE CHARGEPOINT SERVICES.

1. AGREEMENT.

1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities:
(a) Provisioning of Subscriber's Charging Station(s), if any, on Charge Point; any;
(b) Activation and use of the Charge Point Services on Subscriber's Charging Station(s), if (c) Subscriber's use of the AP ls as part of the ChargePoint Services; (d) Each grant of Rights by Subscriber; and
(e) Each grant of Rights by a third party to Subscriber.

1.2 EXHIBITS AND PRIVACY POLICY. This Agreement includes the CPI Privacy Policy, as amended from time to time, and the following Exhibits, which are made a part of, and are hereby incorporated into, this Agreement by reference.

Exhibit 1:

Exhibit 2:

Exhibit 3:

Flex Billing Terms
API Terms
Terms Regarding Granting and Receipt of Rights
In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy Policy or any Exhibit on the other hand, this Agreement shall govern. Capitalized terms not otherwise defined in any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement.

2. DEFINITIONS. The following terms shall have the definitions set forth below when used in this Agreement:

2.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control", for purposes of this definition, means direct or indirect ownership or control of fifty percent (50%) or more of the voting interests of the subject entity.

2.2 "AP/s" means, individually or collectively, the application programming interfaces which are made available to Subscriber from time to time, as and when updated by CPI.

2.3 "ChargePoint Connections" shall have the meaning ascribed to it in the applicable data sheet. The term Charge Point Connections shall also mean any successor service provided by CPI. 200 of 252

2.4 11ChargePoint®" means the open-platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that is operated and maintained by CPI (as defined below) in order to provide various services to, among others, Subscriber and its employees.

2.5 "ChargePoint Services" means, collectively, the various cloud services offerings (including, without limitation, APls and application Cloud Plans) made available for subscription byCPI.

2.6 "ChargePoint Application" means any of the applications established and maintained by CPI which will allow Subscriber to access Charge Point Services.

2.7 11Charging Station" means the electric vehicle charging station(s) purchased by Subscriber, whether manufactured by CPI or by a CPI authorized entity, which are registered and activated on ChargePoint.

2.8 "Content" means all data collected or maintained by CPI in connection with the operation of Charge Point.

2.9 "CPI Marks" means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with Charge Point and/or CPI manufactured Charging Stations, including without limitation, ChargePoint.

2.10 11CPI Property'' means (i) Charge Point, (ii) the ChargePoint Services (including all Content), (iii) all data generated or collected by CPI in connection with the operation of ChargePoint and Charge Point Services, (iv) the CPI Marks, (v) the Charge Point Cards, and (vi) all other CPI-supplied material developed or provided by CPI for Subscriber use in connection with the ChargePoint Services.

2.11 11Documentation" means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or Charge Point and made available from time to time by CPI to Subscriber in any manner (including on-line).

2.12 "Effective Date" means the earliest of (a) the effective date of Subscriber's initial quote for the ChargePoint Station and/or ChargePoint Services associated with this Agreement; (b) the date that Subscriber electronically accepts this Agreement, or (c) the date of Subscriber's first use of the ChargePoint Services.

2.13 11lntellectual Property Rights" means all intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda and records.

2.14 "Malicious Code" means viruses, worms, time bombs, Trojan horses and all other forms of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs.

2.15 "Party" means each of CPI and Subscriber.

2.16 "Pl/" means personally identifiable information regarding Subscriber or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate Subscriber or such User.

2.17 11Provisioning" means activating Charging Stations, warrantees and Cloud Plans onChargePoint.

2.18 "Rights" means the rights, authorizations, privileges, actions, information and settings within the ChargePoint Services which a Rights Grantor grants to an Rights Grantee, to enable such Rights Grantee to access, obtain and use certain portions of the ChargePoint Services and certain information available therein in the course of providing services to or on behalf of such Rights Grantor in connection

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with one or more of the Rights Grantor's Charging Stations. A Rights Grantor shall be deemed to have granted Rights to the entity that will be responsible for creating Subscriber's account and Provisioning Subscriber's Charging Stations. Such deemed grant may be terminated by Subscriber at any time.

2.19 "Cloud Plan(s)" means subscription plans to the ChargePoint Services which are offered and sold by CPI from time to time, which vary according to their features, privileges and pricing. Each Cloud Plan may be referred to as a "Subscription".

2.20 "Subscriber Content and Services" means any content and/or services that a Subscriber provides or makes available to Users and/or the general public in connection with the ChargePoint Services, other than Content, ChargePoint Services and CPI Property.

2.21 "Subscriber Marks" means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used by Subscriber in connection with its business and/or Charging Stations.

2.22 "Subscription Fees" means the fees payable by Subscriber for subscribing to any ChargePoint Services.

2.23 "Taxes" shall mean all present and future taxes, imposts, levies, assessments, duties or charges of whatsoever nature including without limitation any withholding taxes, sales taxes, use taxes, service taxes, value added or similar taxes at the rate applicable for the time being imposed by any national or local government, taxing authority, regulatory agency or other entity together with any penalty payable in connection with any failure to pay or any delay in paying any of the same and any interest thereon.

2.24 "User" means any person using a Charging Station.

3. AVAILABLE CHARGEPOINT SERVICES & CLOUD PLANS. A description of the various ChargePoint Services and Cloud Plans currently available for subscription is located on the CPI website. CPI may make other Charge Point Services and/or Cloud Plans available from time to time, and may amend the features or benefits offered with respect to any ChargePoint Service or Cloud Plan at any time and from time to time. Subscription Fees are based on Subscriber's choice of Cloud Plan and not on actual usage of the Subscription.

4. CPl'S RESPONSIBILITIES AND AGREEMENTS.

4.1 OPERATION OF CHARGEPOINT. CPI agrees to provide and shall be solely responsible for:
(i} provisioning and operating, maintaining, administering and supporting ChargePoint and related infrastructure (other than Subscriber's Charging Stations and infrastructure for transmitting data from Charging Stations to any ChargePoint operations center); (ii) provisioning and operating, maintaining, administering and supporting the ChargePoint Applications; and (iii) operating Charge Point in compliance with all applicable laws. CPI will protect the confidentiality and security of PII in accordance with all applicable laws and regulations and the CPI Privacy Policy and acknowledges that it is responsible for the security of "card holder data" (as that term is defined for purposes of the Payment Card Industry - Data Security Standards}, if any, that CPI possesses, otherwise stores, processes or transmits on behalf of Subscriber or for any impact, if any, on the security of Subscriber's card holder data environment.

4.2 LIMITATIONS ON RESPONSIBILITY. CPI shall not be responsible for, and makes no representation or warranty with respect to the following: (i} specific location(s} or number of Charging Stations now, or in the future, owned, operated and/or installed by persons other than Subscriber, or the total number of Charging Stations that comprise ChargePoint; (ii} continuous availability of electrical service to any of Subscriber's Charging Stations; (iii) continuous availability of any wireless or cellular

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communications network or Internet service provider network necessary for the continued operation by CPI of ChargePoint; (iv) availability of or interruption of the ChargePoint Network attributable to unauthorized intrusions; and/or (v) charging stations that are not registered with and activated on the ChargePoint Network.

5. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS.

5.1 GENERAL.
(a) All use of ChargePoint and ChargePoint Services by Subscriber, its employees and agents and its grantees of Rights shall comply with this Agreement and all of the rules, limitations and policies of CPI set forth in the Documentation. All Charge Point Services account details, passwords, keys, etc. are granted to Subscriber solely for Subscriber's own use (and the use of its grantees of Rights), and Subscriber shall keep all such items secure and confidential. Subscriber shall prevent, and shall be fully liable to CPI for, any unauthorized access to or use of ChargePoint or Charge Point Services via Subscriber's Charging Stations, ChargePoint Services account(s) or other equipment. Subscriber shall immediately notify CPI upon becoming aware of any such unauthorized use. (b) Subscriber shall be solely responsible for: (i) Provisioning of its Charging Stations, if any; (ii) keeping Subscriber's contact information, email address for the receipt of notices hereunder, and billing address for invoices both accurate and up to date; (iii) updating on the applicable ChargePoint Application, within five (5) business days, the location to which any of Subscriber's Charging Stations are moved; (iv) the maintenance, service, repair and/or replacement of Subscriber's Charging Stations as needed, including informing CPI of the existence of any Charging Stations that are non-operational and not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws. (c) Subscriber shall deliver in full all benefits promised to Users by Subscriber in exchange for such Users connecting with Subscriber using ChargePoint Connections.

5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to CPI that: (i) it has the power and authority to enter into and be bound by this Agreement and shall have the power and authority to install the Charging Stations and any other electrical vehicle charging products which are registered and activated on the ChargePoint Network); (ii) the electrical usage to be consumed by Subscriber's Charging Stations will not violate or otherwise conflict with the terms and conditions of any applicable electrical purchase or other agreement including, without limitation, any lease, to which Subscriber is a party; and (iii) it has not installed or attached and will not, knowingly, install or attach Charging Stations on or to infrastructure not owned by Subscriber without proper authority, or in a manner that will block any easement or right of way.

5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPl's sole discretion, to obtain CPI-provisioned radio-frequency identification cards ("ChargePoint Cards") which enable the individual card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint Cards to individuals, and each individual ChargePoint Card recipient is responsible for activating his or her ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber create any separate ChargePoint accounts for any ChargePoint Card recipients or other third parties, nor will Subscriber create anonymous Charge Point accounts associated with any Charge Point Card.

5.4 USE RESTRICTIONS AND LIMITATIONS. Subscriber shall not:
(a) sell, resell, license, rent, lease or otherwise transfer the Charge Point Services or any Content therein to any third party;

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(b) interfere with or disrupt the ChargePoint Services, servers, or networks connected to the ChargePoint Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the ChargePoint Services;
(c) restrict or inhibit any other user from using and enjoying the ChargePoint Services or any other CPI services;
(d) attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint Services or related systems or networks or any data contained therein, or access or use ChargePoint or Charge Point Services through any technology or means other than those provided or expressly authorized by CPI;
· (e) create any ChargePoint Services user account by automated means or under false or fraudulent pretenses, or impersonate another person or entity on ChargePoint, or obtain or attempt to obtain multiple keys for the same URL;
(f) reverse engineer, decompile or otherwise attempt to extract the source code of the ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly permitted or required by applicable law;
(g) create derivative works based on any CPI Property;
(h) remove, conceal or cover the CPI Marks or any other markings, labels, legends, trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for use in connection with Subscriber's Charging Stations;
(i) except as otherwise expressly permitted by this Agreement or in any applicable data sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or ChargePoint Content, other than copying or framing on Subscriber's own intra nets or otherwise solely for Subscriber's own internal business use and purposes;
(j) access ChargePoint, any ChargePoint Application or the ChargePoint Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or "look and feel;"
(k) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Charge Point Services or Content or collect information about Charge Point users for any unauthorized purpose;
(I) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint Services;
(m) use any of the ChargePoint Services if Subscriber is a person barred from such use under the laws of the United States, Canada, or of any other jurisdiction; or (n) use the ChargePoint Services to knowingly upload, post, display, transmit or otherwise make available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the Documentation.

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5.5 CONTENT.
(a) ChargePoint Content (including but not limited to Charging Station data and status) is provided for planning purposes only. Subscriber may find that various events may mean actual Charging Station conditions (such as availability or pricing) differ from what is set forth in the Content. In addition, certain Charging Station-related Content, including Charging Station name and use restrictions, is set by the Charging Station owner and is not verified by CPI. Subscriber should exercise judgment in Subscriber's use of the Content.
(b) Certain Content may be provided under license from third parties and is subject to copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized copying or disclosure of such third party-supplied Content. Subscriber's use of such Content may be subject to additional restrictions set forth in the Documentation. (c) Subscriber shall not copy, modify, alter, translate, amend, or publicly display any of the Content except as expressly permitted by the Documentation. Subscriber shall not present any portion of the Content in any manner, that would (i) make such Content false, inaccurate or misleading, (ii) falsify or delete any author attributions or labels of the origin or source of Content, or (iii) indicate or suggest that the Charging Station locations provided as part of the Content are anything other than ChargePoin( Network Charging Stations.
(d) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights notices (including copyright and trademark notices), warnings, links or other notifications that appear in the ChargePoint Service.

6. SUBSCRIPTION FEES AND PAYMENT TERMS.

6.1 SUBSCRIPTION FEES. If Subscriber is invoiced for the Services, Subscriber shall pay all Subscription Fees within thirty (30) days of its receipt of CPl's invoice. All payments shall be made in U.S.

Dollars (or, if Subscriber is located in Canada, Canadian Dollars) by check, wire transfer, ACH payment system or other means approved by CPI or if applicable, as described in CPl's credit card policy. Customer may not offset any amounts due to CPI hereunder against amounts due to Customer under this Agreement or any other agreement. Subscription fees payable to CPI do not include any Taxes imposed thereon, and Subscriber is responsible for any and all such Taxes. All such Taxes shall be set forth on the invoice provided by CPI to Subscriber; provided that, CPl's failure to include any such Tax on an invoice shall not relieve Subscriber's liability therefor. Except as otherwise set forth in this Agreement, all payment obligations under this Agreement are non- cancelable and non-refundable.

6.2 LATE PAYMENTS. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by law. In the event of any legal action to collect late payments, the prevailing party shall be entitled to recover its reasonable attorney's fees and expenses. If any amount owing by Subscriber under this Agreement is more than thirty (30) days overdue, CPI shall notify Subscriber in writing of the failure to pay and Subscriber shall have ten (10) days in which to make payment in full, provided that if Subscriber fails to make payment in full within ten (10) days, CPI may, without otherwise limiting CPl's rights or remedies, (a) terminate this Agreement, (b) suspend the use by Subscriber of the Charge Point Services until such amounts are paid in full, and/or (c) condition future ChargePoint Service renewals and other Subscriber purchases on payment terms other than those set forth herein; provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating diligently in good faith to resolve the dispute.

7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.

7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title and

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interest (including all related Intellectual Property Rights) in and to the CPI Property and any

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improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as expressly set forth in this Agreement.

7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to (i) all Subscriber Marks and (ii) all Subscriber Content and Services (collectively, the "Subscriber Property"). No rights are granted to CPI in the Subscriber Property hereunder except as expressly set forth in this Agreement.

7.3 LIMITED LICENSE TO SUBSCRIBER. CPI hereby grants to Subscriber a royalty-free, non- assignable, non-transferable, and non-exclusive license to use the CPI Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted herein.

7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non-assignable, non- transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise that Subscriber is using the ChargePoint Services, subject to Subscriber's approval of each particular advertisement. The foregoing license includes a perpetual and irrevocable right of CPI to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber Content and Services submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and serve such Subscriber Content and Services as search results through ChargePoint Services. CPI shall have a royalty free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate in the ChargePoint Services any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or Subscriber Rights Grantees relating to the ChargePoint Services.

7.5 ADDITIONAL TERMS REGARDING CPI MARKS.
(a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with Subscriber Charging Stations as required in this Agreement during the term of Subscriber's Cloud Plan.

Subscriber shall not use any of the CPI Marks for or with any products other than its Charging Stations.

From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or elsewhere in the Documentation, and Subscriber shall thereafter comply with such updated guidelines. For any use of the CPI Mark not authorized by such guidelines, or if no such guidelines are provided, then for each initial use of the CPI Mark, Subscriber must obtain CPl's prior written consent, which shall not be unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the CPI Mark in the approved manner. All use by Subscriber of CPl's Marks (including any goodwill associated therewith) will inure to the benefit of CPI.
(b) PROHIBITIONS. Subscriber shall not use or display any CPI Mark (or any likeness of a CPI Mark):
(i) as a part of the name under which Subscriber's business is conducted or in connection with the name of a business of Subscriber or its Affiliates; (ii) in any manner that (x) implies a relationship or affiliation with CPI other than as described under the Agreement, (y) implies any sponsorship or endorsement by CPI, or (z) can be reasonably interpreted to suggest that any Subscriber Content and Services has been authored by, or represents the views or opinions of CPI or CPI personnel;

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(iii) in any manner intended to disparage CPI, ChargePoint, or the ChargePoint Services, or in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to CPI;
(iv) in any manner that violates any law or regulation; or (v) that is distorted or altered in any way (including squeezing, stretching, inverting, discoloring, etc.) from the original form provided by CPI. (c) NO REGISTRATION OF CPI MARKS. Subscriber shall not, directly or indirectly, register or apply for, or cause to be registered or applied for, any CPI Marks or any patent, trademark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similar to a CPI Mark, patent, trademark, service mark, copyright, trade name, domain name or registered design of CPI, or that is licensed to, connected with or derived from confidential, material or proprietary information imparted to or licensed to Subscriber by CPI. At no time will Subscriber challenge or assist others to challenge the CPI Marks (except to the extent such restriction is prohibited by law) or the registration thereof by CPI.
(d) TERMINATION AND CESSATION OF USE OF CPI MARKS. Upon termination of this Agreement, Subscriber will immediately discontinue all use and display of all CPI Marks.

8. LIMITATIONS OF LIABILITY.

8.1 DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE DESCRIBED IN THIS AGREEMENT, CHARGEPOINT AND THE CHARGEPOINT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR

SUBSCRIBER'S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A)

SUBSCRIBER'S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER'S REQUIREMENTS; (B) ALL CONTENT AND OTHER INFORMATION

OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CHARGEPOINT SERVICES WILL BE ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT SERVICES IS

OBTAINED AT SUBSCRIBER'S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE

FOR ANY DAMAGE TO SUBSCRIBER'S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER

ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL

CPI BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION,

LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES,

HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE

USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, THIS

AGREEMENT, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY SUBSCRIBER NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

8.3 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CPI nor Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (i) electrical outages, power surges, brown-outs, utility load management or any other similar electrical service interruptions, whatever the cause; (ii) interruptions in wireless or cellular service linking Charging Stations to ChargePoint; (iii) interruptions attributable to unauthorized ChargePoint Network intrusions; (iv) interruptions in services provided by any Internet service provider not affiliated with CPI; or (v) the

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inability of a Charging Station to access ChargePoint as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any "next generation" services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions.

8.4 LIMITATION OF LIABILITY. CPl's aggregate liability under this Agreement shall not exceed the greater of (1) aggregate Subscription Fees paid by Subscriber to CPI in the twelve (12) calendar months prior to the event giving rise to the liability or (2) $200,000.

8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT SERVICES, CPI

HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE "UNDERLYING CARRIER"). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING

CARRIER AND SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CPI AND THE UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE UNDERLYING CARRIER

HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. SUBSCRIBER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. SUBSCRIBER

UNDERSTANDS THAT CPI AND THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACI< OF SECURITY RELATING TO THE USE OF THE CHARGEPOINT SERVICES.

8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE

LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR THE DISCLAIMER OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, CPl'S LIABILTY AND/OR IMPLIED WARRANTIES GRANTED IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. TERM, RENEWAL AND TERMINATION.

9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date and shall continue until the expiration of all of Subscriber's Cloud Plans.

9.2 CLOUD PLAN TERM. Each Cloud Plan acquired by Subscriber shall commence as follows:

Each Cloud Plan acquired for use with a new Charging Station will commence on ninety {90) days from the date the subscription plan is invoiced. Upon expiration of the original term, this Agreement will renew automatically for the successive term originally purchased at the list price applicable thereto, subject to increases and Subscriber's right to terminate below. Should the renewal be cancelled and subsequently be requested to be reinstated by Subscriber, reinstatement will be subject to the payment of Subscription Fees for any lapse period plus reasonable reinstatement fee. If, however, at any time after the original term Subscriber wishes to terminate a Cloud Plan that has been automatically renewed, Subscriber may do so by providing CPI thirty (30) days' written notice of cancellation and CPI will issue Subscriber a pro-rata refund of any funds paid for periods from the effective date of cancellation to the end of the auto-renewed term. Notwithstanding the foregoing, there shall no pro-rata refunds allowed on automatic renewals for plans of multiple years. Renewals of Cloud Plans will commence on the date of the expiration of the Subscription being renewed. Each Subscriber Cloud Plan shall continue for the applicable duration thereof, unless this Agreement is terminated earlier in accordance with its terms. If Subscriber has elected or is required, as the case may be, to pay by credit card as provided in this Agreement or if applicable, as described in CPl's credit card policy, the renewal will be charged to Subscriber's payment method (credit card) on file, which may include any payment method automatically updated by Subscriber's issuing bank.

If Subscriber's credit card is declined, invalid, or payment is not made by the issuer of Subscriber's credit card on Subscriber's Subscription Date, without further notice CPI reserves the right to automatically recharge the payment method until payment is received, the payment method is updated, or the Service is discontinued for nonpayment.

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9.3 TERMINATION BY CPI.
(a) This Agreement may be immediately terminated by CPI: (i) if Subscriber is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty {30) days (or within five (5) days in the case of any payment default) of Subscriber's receipt of written notice thereof; (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors; (iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject to any governmental regulatory authorization or review that imposes additional costs of doing business upon CPI; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber is then in breach, CPI may, in its reasonable discretion, determine that it will not accept any renewal by Subscriber of its subscription to ChargePoint Services. In such case, this Agreement shall terminate upon the later of the expiration of all of Subscriber's subscriptions to Charge Point Services. (b) CPI may in its discretion suspend Subscriber's continuing access to the ChargePoint Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to Subscriber could create a security risk or material technical burden as reasonably determined byCPI.

9.4 TERMINATION BY SUBSCRIBER.

This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (i) if CPI is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof, (ii) CPI becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors, or (iii) upon providing thirty {30) days prior written notice.

9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i)or by CPI pursuant to Section 9.3(a)(iii), CPI shall refund to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining Cloud Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any Subscription Fees as a result of such termination. Except as otherwise set forth in this Agreement, in no event shall any termination relieve Subscriber of any unpaid Subscription Fees due CPI for the Cloud Plan term in which the termination occurs or any prior Cloud Plan term.

9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CPI, limitations of liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of this Agreement.

10. 11.

INDEMNIFICATION - INTENTIONALLY OMITTED.

GENERAL.

11.1 AMENDMENT OR MODIFICATION. This Agreement may not be altered, amended or modified except by a writing executed by duly authorized representatives of all parties.

11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.

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11.3 FORCE MAJ EURE. Except with respect to payment obligations, neither CPI nor Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond such party's reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disaster (irrespective of such Party's condition of any preparedness therefore); war, embargo; riot; strike; labor action; any lawful order, decree, or other directive of any government authority that prohibits a Party from performing its obligations under this Agreement; material shortages; shortage of transport; and failures of suppliers to deliver material or components in accordance with the terms of their contracts.

11.4 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION. The ChargePoint entity entering into this Agreement, the address to which Subscriber should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be determined according to where the Subscriber is domiciled:

If Subscriber is The CPI Entity Notices should Governing law Place of Forum:
domiciled in: entering into be addressed to: is: jurisdiction:
this Agreement
is:

The United Charge Point, Attn: Legal California and Santa Clara, Judicial States of Inc., a Delaware Department controlling California, U.S.A. Arbitration and America corporation ChargePoint, Inc. United States Mediation 254 E Hacienda federal law Services, Inc.

Ave (JAMS)
Campbell, CA
95008
Canada ChargePoint Attn: Legal British Columbia Vancouver, ADR Institute of Canada, Inc., a Department and controlling British Columbia, Canada British Columbia ChargePoint, Inc. Canadian federal Canada corporation 254 E Hacienda law
Ave
Campbell, CA
95008
This Agreement, and any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Except with respect to any matter relating to Subscriber's violation of the intellectual property rights of CPI, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CPI, such claim may be litigated in a court of competent jurisdiction. The prevailing party

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in any dispute arising out of this Agreement shall be entitled to reasonable attorneys' fees and costs.

Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

11.5 NOTICE REGARDING CLAIMS TO REGULATORY COMPLIANCE MECHANISMS. The use of certain ChargePoint Charging Stations may be eligible to generate clean fuels credits, low-carbon fuel standard credits, renewable fuels credits, emissions reduction units, carbon offsets, allowances, renewable fuel and/or obligation certificates, or similar regulatory compliance instruments, collectively ("Regulatory Compliance Mechanisms"), used to comply with applicable federal, state, provincial, international or regional emissions, low-carbon fuel, and/or renewable fuel compliance programs. CPI and Subscriber may be eligible to claim title to Regulatory Compliance Mechanisms, however, only one Party can claim title. Should Subscriber choose to claim regulatory title, assuming Subscriber may be eligible to do so, Subscriber must opt-in to the applicable program and fulfill all ongoing administrative and reporting obligations required of program participants, including recurring verification and/or auditing requirements. CPI intends to claim title to applicable Regulatory Compliance Mechanisms, assuming CPI may be eligible to do so; however, CPI will not claim title to specific Regulatory Compliance Mechanisms that Subscriber has opted to claim. Subscriber agrees that it will provide CPI with written notice of its intent to claim specific Regulatory Compliance Mechanisms within ten (10) days of the Effective Date. If Subscriber does not currently intend to claim regulatory title, but desires to do so at any time in the future, Subscriber may, by providing written notice to CPI, elect to claim title to Regulatory Compliance Mechanisms resulting from the use of ChargePoint Charging Stations thirty {30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absence of providing written notice, Subscriber will not claim any Regulatory Compliance Mechanisms and hereby designates that right to CPI. All notices shall be provided by email to CPI at [email protected].

11.6 NOTICE REGARDING RIN DATA. For Subscriber's located in the United States, CPI will participate in an application to the U.S. Environmental Protection Agency ("EPA") to permit vehicle charging data ("Charging Data") collected by CPI from centrally networked charging stations to be utilized in a process to generate Renewable Identification Numbers ("RIN)" under the Renewable Fuel Standard.

CPI must establish its exclusive right to utilize the Charging Data and the associated environmental attributes underlying the charging events represented by the Charging Data {Charging Data and such environmental attributes referred to collectively as, the "RIN Data") for the purposes of RIN generation.

Subscriber confirms that it will not pursue utilizing RIN Data for the purposes of RIN generation and that, as between Subscriber and CPI, CPI has the exclusive right to use the RIN Data for the purpose of RIN generation.

11.7 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required or permitted by this Agreement shall be sent (a) if by CPI, via electronic mail to the address indicated by Subscriber in Subscriber's ChargePoint Services account; or (b) if by Subscriber, via electronic mail to [email protected].

11.8 INJUNCTIVE RELIEF. Subscriber acknowledges that damages for improper use of the ChargePoint Services may be irreparable; therefore, CPI is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

11.9 SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this Agreement or the application thereof to either Party will to any extent be determined jointly by the Parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to this Agreement, the Parties or circumstances other than those as to which it is determined to be invalid or unenforceable, will not be

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affected thereby.

11.10 ASSIGNMENT. Neither CPI nor Subscriber may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld); provided, however, that either party may assign its rights or delegate its obligations, in whole or in part, without such consent to (a) one or more of its wholly owned subsidiaries/affiliates, or (b) an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.11 NO AGENCY OR PARTNERSHIP. CPI, in the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, CPI shall maintain complete control over its employees, its subcontractors and its operations. No partnership, joint venture or agency relationship is intended by CPI and Subscriber to be created by this Agreement. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

11.12 ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotiations, commitments, understandings, representations and writings. All purchase orders issued by Subscriber shall state that such purchase orders are subject to all of the terms and conditions of this Agreement, and contain no other term other than the type of Cloud Plan, the number of Charging Stations for which such Cloud Plan is ordered, the term of such Cloud Plans and applicable Subscription Fees. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and any purchase order, the Agreement shall prevail.

Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation shall be incorporated into or form any part of this Agreement, and all such purported terms and conditions shall be null and void.

11.13 COPYRIGHT POLICIES. It is CPl's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

11.14 THIRD PARTY RESOURCES. The ChargePoint Services may include hyperlinks to other websites or resources. CPI has no control over any web sites or resources that are provided by companies or persons other than CPI. Subscriber acknowledges and agrees that CPI is not responsible for the availability of any such web sites or resources, CPI does not endorse any advertising, products or other materials on or available from such web sites or resources, and CPI is not liable for any loss or damage that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources.

11.15 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document.

11.16 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a translation of the English language version of this Agreement, Subscriber agrees that the translation is provided for Subscriber's convenience only and that the English language version of this Agreement governs Subscriber's relationship with CPI. If there is any conflict between the English language version of this Agreement. It is the express wish of the Parties that this Agreement and all related documents,

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including notices and other communications, be drawn up in the English language only. II est la volonte expresse des parties que cette convention et taus les documents s'y rattachant, y compris les avis et les autres communications, soient rediges et signes en anglais seulement.

11.17 CAPTIONS. The captions appearing in this Agreement are for convenience only, are not part of this Agreement, and shall not be considered in interpreting this Agreement.

Signature Page Follows

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Subscriber:

Signature:

Name:

Title:

Date:

Address:

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----------- ChargePoint, Inc.

Signature:

Name:

Title:

Date:

Address:
254 E. Hacienda Ave.

Campbell, CA 95008
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EXHIBIT 1

FLEX BILLING TERMS
This Exhibit sets forth certain additional terms and conditions ("Flex Billing Terms") pursuant to which Subscriber may charge Users fees for the use of Subscriber's Charging Stations. In order to charge such fees, Subscriber must subscribe to a Cloud Plan that includes CPl's management, collection and/or processing services related to such fees ("Flex Billing").

1. DEFINITIONS. The following additional defined terms shall apply to these Flex Billing Terms:

1.1 "CPI Fees" means a fee, currently equal to ten percent {10%) of Session Fees, charged for a particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session Fees on behalf of Subscriber. CPI will provide Subscriber with thirty (30) days prior written notice (which may include, without limitation, notice provided by CPI through its regular newsletter to Subscriber) of any increase in CPI Fees.

1.2 "Net Session Fees" means the total amount of Session Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users in connection with the use of Charging Stations. Except as required by law, Subscriber shall be responsible for the payment of all Taxes incurred in connection with use of Subscriber's Charging Stations.

1.3 "Session" or "Charging Session" means the period of time during which a User uses Subscriber's Charging Station to charge his or her electric vehicle for a continuous period ohime not less than two (2) minutes commencing when a User has accessed such Charging Station and ending when such User has terminated such access.

1.4 "Session Fees" means the fees set by the Subscriber for a Charging Session, inclusive of any applicable Taxes.

2. FLEX-BILLING SERVICE FOR CHARGING STATIONS.

2.1. SESSION FEES. Subscriber shall have sole authority to determine and set Session Fees.

Subscriber shall be solely responsible for determining and charging Session Fees in compliance with all applicable laws and regulations (including without limitation any restriction on Subscriber's use of per kWh pricing). Subscriber acknowledges that CPI is not responsible for informing Subscriber of applicable laws or changes thereto, and CPI will not be liable to Subscriber or any third party for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations.

2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (i) CPI Fees and (ii) to the extent required by Section 3, applicable Taxes.

2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CPI will remit Net Session Fees to Subscriber, not less than monthly , provided that the amount due to Subscriber hereunder is at least fifty U.S. dollars (50) (or, if Subscriber is located in Canada fifty Canadian dollars). Notwithstanding, the foregoing, CPI shall remit any unpaid Net Session Fees, regardless of the amount, to Subscriber at least annually and within thirty {30) days of the expiration or termination of this Agreement. All payments shall be made by electronic payment. In order to facilitate such payments, Subscriber agrees to maintain Subscriber's current bank information, into Subscriber's ChargePoint Services (customer facing portal), to enable electronic remittance of the Net Session Fees. If the Subscriber requests payment in a manner other

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than electronic payment (e.g., check or wire transfer), Subscriber agrees to bear the reasonable costs related to such request.

3. TAXES. If applicable, Subscriber is responsible for setting pricing on a Tax-inclusive basis. CPI is not responsible for remittance of any Taxes on behalf of Subscriber and Subscriber shall be responsible to report and remit any and all applicable Taxes assessable based on Charging Sessions whether state, federal, provincial or otherwise; provided that CPI is solely responsible for all Taxes assessable based on CPl's income, property and employees. Where CPI is required by law to collect and/or remit the Taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to Subscriber and deducted by CPI from Session Fees, unless Subscriber has otherwise provided CPI with a valid tax or regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority.

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EXHIBIT2

API TERMS
This Exhibit sets forth certain additional terms and conditions ("API Terms") governing Subscriber's use of the APls in connection with Subscriber's use of the ChargePoint Services. The API Terms are part of the Agreement, and all such use of the AP ls remains subject to the Agreement terms.

1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply to the APITerms.

1.1 "AP/ Implementation" means a Subscriber software application or website that uses any of the AP ls to obtain and display Content in conjunction with Subscriber Content and Services.

1.2 "AP/ Documentation" means all Documentation containing instructions, restrictions or guidelines regarding the APls or the use thereof, as amended and/or supplemented by CPI from time to time.

1.3 "CPI Site Terms" means the Terms and Conditions displayed on CPl's website, governing use of CPl's website and the Charge Point Services by visitors who are not Cloud Plan subscribers.

2. API USE. Subscriber may use the APls as and to the extent permitted by Subscriber's Cloud Plan and the API Documentation, subject to the terms and conditions of the Agreement.

2.1 AVAILABLE APls AND FUNCTION CALLS. The APls give Subscriber access to information through a set of function calls. The particular AP ls and API function calls made available by CPI from time to time (and the Content available through such APls and function calls) will be limited by Subscriber's Cloud Plan, and Subscriber's particular Cloud Plan may not include all AP ls and function calls then available from CPI.

2.2 USE AND DISPLAY OF CONTENT. Subscriber is permitted to access, use and publicly display the Content with Subscriber Content and Services in Subscriber's API Implementation, subject to the following requirements and limitations.
(a) All Charging Station locations provided to Subscriber as part of the Content shall be clearly identified by Subscriber in Subscriber's API Implementation as ChargePoint• Network Charging Stations and shall contain the Brand Identifiers required by the API Documentation. In no event shall Subscriber's API Implementation identify or imply that any Charging Station is a part of any network of charging stations other than ChargePoint.
(b) Subscriber shall keep the Content used by Subscriber's API Implementation current with Content obtained with the APls to within every forty eight (48) hours. (c) Content provided to Subscriber through the APls may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of CPl's business partners and/or other third party rights holders of Content indexed by CPI, which may not be deleted or altered in any manner.

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(d) Subscriber shall not:
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(i) pre-fetch, cache, or store any Content, except that Subscriber may store limited amounts of Content for the purpose of improving the performance of Subscriber's API Implementation if Subscriber does so temporarily, securely, and in a manner that does not permit use of the Content outside of the ChargePoint Service;
(ii) hide or mask from CPI the identity of Subscriber's service utilizing the APls, including by failing to follow the identification conventions listed in the API Documentation; or (iii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

2.3 REQUIRED INFORMATION. Subscriber must:
(a) display to all viewers and users of Subscriber's API Implementation the link to the CPI Site Terms and Conditions as presented through the ChargePoint Services or described in the Documentation;
(b) explicitly state in the use terms governing Subscriber's API Implementation that, by using Subscriber's API Implementation, such viewers and users are agreeing to be bound by the CPI Site Terms; and
(c) include in Subscriber's API Implementation, and abide by, a privacy policy complying will all applicable laws; and
(d) comply with all applicable laws designed to protect the privacy and legal rights of users of Subscriber's API Implementation.

2.4 REPORTING. Subscriber must implement reporting mechanisms, if any, that CPI requires in the API Documentation.

3. CPI BRANDING REQUIREMENTS AND RESTRICTIONS.

3.1 MANDATORY CPI BRANDING. Subject to Section 3.2 below and the restrictions on use of CPI Marks set forth in the Agreement, Subscriber agrees that each page comprising Subscriber's API Implementation will include a ChargePoint logo and will state that Subscriber's application or website is provided, in part, through the Charge Point Services.

3.2 RESTRICTIONS. Subscriber shall not:
(a) display any CPI Mark as the most prominent element on any page in Subscriber's API Implementation or Subscriber's website (except as used in connection with the display of Charging Stations); or
(b) display any CPI Mark anywhere in Subscriber's API Implementation or on Subscriber's website if Subscriber's API Implementation or website contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age.

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EXHIBIT 3

TERMS REGARDING GRANTING OF RIGHTS
This Exhibit sets forth certain additional terms and conditions applicable to Rights Grantors and Rights Grantees regarding the granting of Rights ("Rights Terms"). The Rights Terms are part of the Agreement, and all use of the ChargePoint Services permitted pursuant to the Rights Terms remains subject to the Agreement.

1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply.

1.1 "Rights Grantor" means Subscriber.

1.2 "Rights Grantee" means any person to whom Subscriber has granted Rights. For purposes of this Agreement, a Subscriber shall be deemed to have granted Rights to the entity assisting Subscriber with creating its account and initiating Subscriber's access to Services.

2. TERMS. This Section governs Subscriber's granting of Rights as a Rights Grantor.

2.1 LIM ITED RIGHTS. A Rights Grantee's right to access and use the ChargePoint Services for and on behalf of a Rights Grantor is limited to the specific Rights granted by such Rights Grantor to such Rights Grantee. Such Rights may be limited according to the Cloud Plan(s) subscribed to by Subscriber. Subscriber may revoke Rights, or any portion thereof, it has granted to a Rights Grantee at will and such Rights will thereafter by terminated with respect to such Rights Grantee. In no event may Subscriber grant Rights in excess of those provided to it through the Cloud Plan(s) to which it has subscribed.

2.2 RESPONSIBILITY FOR AUTHORIZED USER. All use of the ChargePoint Services by a Rights Grantee exercising Rights granted by Subscriber shall be subject to the terms and conditions of the Agreement (including without limitation Subscriber's indemnification obligation pursuant to Section 10 thereof).

Subscriber shall be responsible for the actions, omissions, or performance of such Rights Grantee while exercising any such Rights, as if such action, omission or performance had been committed by Subscriber directly.

2.3 NO AGREEMENT. Subscriber acknowledges and agrees that the ChargePoint Services merely enable a Rights Grantor to extend Rights to Rights Grantees. The mere extension of such Rights by a Rights Grantor to a Rights Grantee does not constitute an agreement between Rights Grantor and the Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Rights Grantee. CPI does not, either through the terms of the Agreement or the provision of ChargePoint Services undertake to provide any such agreement. It is the responsibility of the Rights Grantor and the Rights Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes no liability with respect to such an agreement and Rights Grantor fully and unconditionally releases CPI from any liability arising out of such an agreement.

Further Rights Grantor agrees to indemnify and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Claims") suffered or incurred by such indemnified parties resulting from or arising out of such agreement.

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.

TO: H
onorable Mayor and Council Members
FRO
M: M. Scott Hurlbert , City Manager
Maria Lara, Assistant City Manager
DA
TE: August 2, 2022
SUB
JECT: Adopt A Resolution Authorizing the City Manager or Designee to Appropriate Coronavirus State and Local Fiscal Recovery Funds Under the American Rescue Plan Act of 2021 (ARPA ) for the Execut ion of a Professional Services Agreement with Retail Strategies , LLC. to Provide Business Development Consulting including Retail Recruitment , Downtown/HWY 46 Five Year Strategic Plan, and Retail Academy/Training.

Recom
mendation:

Staff recommends the City Council adopt a Resolution Authorizing the City Manager or Designee to Appropriate Coronavirus State and Local Fiscal Recovery Funds Under the American Rescue Plan Act of 2021 (ARPA) for the Execution of a Professional Services Agreement with Retail Strategies, LLC. to Provide Business Development Consulting including Retail Recruitment, Downtown/HWY 46 Five -Year Strategic Plan, and Retail Academy/Training.

Bac
kground:

The City Council has identified the need to actively pursue economic development efforts to increase revenues in support of public safety initiatives. Current economic development activity is a shared task between the Community Development Department and City Manager’s Department – with no individual focused solely on these efforts. Aside from land planning, zoning, the establishment of favorable development policies, and taking adv antage of random developer interest , Staff believes engagement with an independent business development consulting firm will greatly accelerate efforts in this area.

Di
scussion:

A number of consulting companies specialize in business recruitment services. Each has its own approach to market analysis, retailer relationships , and community promotion.

Because there is a significant data collection and analysis effort up front, and de als require time to consummate, Staff believes a multi-year relationship with the selected firm is prudent.

STAFF REPORT
City of Wasco
DRAFT
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Fees for these consulting services range from $35,000 to $40,000 annually. Some companies offer discounts for multi-year arrangements, training options, and specialized studies for an additional fee. Some companies appear to be location -centric, while others seem retailer-centric.

Thr
ough contacts at various conferences, trade shows, and independent research, Staff identified the following firms and received initial quotes:

FIRM DESCRIPTION INFORMATION 3-YEAR COST
Buxton Company Retail-Centric-Data
Driven
Fort Worth, TX; ~125
Employees
$105,000.00
($35K/Year)
The Retail Coach City/Retailer
Balanced
Tupelo, MS; ~11
Employees
$80,000.00
($40K/$20K/$20K/Year)
NaviRetail City/Retailer
Balanced
Fort Worth, TX; ~12
Employees
$135,000.00
($45K/Year)
Retail Strategies City-Retailer
Balanced
Birmingham, AL; ~42
Employees
$120,000.00
($40K/Year)
For an additional $20K:
• Downtown/Hwy 46
Strategic Plan.

Staff is recommending Retail Strategies LLC., to help recruit and expand retail development in Wasco, create a 5-year strategic/revitalization downtown/HWY 46 Economic Development Plan, and support our staff and local small business owners by providing training and resources.

Re
tail Strategies LLC. will take a hands-on approach, proactively and aggressively take our story and information to recruit and expand businesses, and connect with local property owners, local brokers, developers, and other industry players to create economic growth in our community. Retail Statregies LLC. proposal includes the following:
• Full Retail Recruitment/Representation: Represent and Market Wasco at key retail conferences like ICSC Recon, RetailLive! Scottsdale and Austin and More; active outreach to local brokers and landowners; recruit on our behalf including all aspects of retail real estate analysis and data;
• Retail Academy: R etail Education and Training for Staff , includes data and reports to aid staff in developing
customized pitches that target realistic retail business recruitment;
• Downtown/Hwy 46 Strategic Revitalization Plan: Create a tailored strategy for Wasco, and enhance and revitalize our downtown/Hwy 46 through a five -year strategic plan.

Community Participation- Collabarotation is Key this proposal included a public workshop/stakeholder input session with property owners, merchants, business owners, community
222 of 252
leaders, and elected officials to gain feedback and allow open dialogue. Step -by-Step Recommendations-Roadmap
to transform our Downtown/Hwy46.

ARPA Eligibility/ Fiscal Recovery Funds
Fr
om a policy perspective the Fiscal Recovery Funds are intended to:
• Support urgent COVI D-19 response efforts to continue to decrease the spread of the virus and bring the pandemic under control;
• Replace lost revenue for the eligible state, local, territorial, and Tribal governments to strengthen support for vital public services and help retain jobs; • Support immediate economic stabilization for households and businesses; • Address systemic public health and economic challenges that have contributed to the inequal impact of the pandemic.

Fr
om an operational standpoint, funds may be used:
• To respond to the public health emergency or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality; • To respond to workers performing essential work during the COVID -19 public health emergency by providing premium pay to eligible workers; • For the provision of government services to the extent of the reduction in revenue due to the COVID -19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency; • To make necessary investments in water, sewer, or broadband infrastructure.

Th
e Coronavirus State and Local Fiscal Recovery Funds provide flexibility for each government to meet local needs -including support for households, small businesses, impacted industries, essential workers, and the communities hardest hit by the crisis. These funds can also be used to make necessary investments to support economic growth in our community and job creation.

Timeline & Reporting for Use of Fiscal Recovery Funds
The current regulations from the U.S. Treasury permit the funds to be used to cover costs incurred beginning on March 3, 2021. All funds must be obligated to their specific use by December 31, 2024, and fully expended by December 31, 2026.

Fi
scal Impact:

The appropriation of $140,000.00 ARPA Fiscal Recovery Funds will not adversely impact existing City funds, operations, or budgeted programs and projects. Fiscal Recovery Funds will have a significant positive effect on furthering existing policy priorities of supporting immediate economic stabilization and revitalizing our local economy.

At
tachments:

1. Agreement

2. Proposal

3. Resolution
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RESOLUTION NO. 2022 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WASCO AUTHORIZING

THE CITY MANAGER OR HIS DESIGNEE THE USE OF CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS UNDER THE AMERICAN RESCUE PLAN ACT OF 2021 (ARPA) FOR THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT WITH RETAIL STRATEGIES, LLC. TO

PROVIDE BUSINESS DEVELOPMENT CONSULTING, INCLUDING RETAIL RECRUITMENT, DOWNTOWN/HWY46 FIVE-YEAR STRATEGIC PLAN, AND RETAIL ACADEMY/TRAINING.

WHEREAS, the American Rescue Plan Act of 2021 (ARPA) appropriated Coronavirus State and Local Fiscal Recovery Funds for allocation by the U.S. Department of the Treasury to states, counties, metropolitan cities, and small cities with populations under 50,000 (referred to as non-entitlement units of local government); and
WHEREAS, the City of Wasco shall receive $6,868,042 total over two equal payments in July 2021 and July 2022; and
WHEREAS, the U.S. Department of Treasury Final Interim Final Rule, 31 CFR Part 3 states, “Since the start of the COVID-19 public health emergency in January 2020, essential workers have put their physical wellbeing at risk to meet the daily needs of their communities and to provide care for others.” And “During the public health emergency, employers’ policies on COVID-19-related hazard pay have varied widely, with many essential workers not yet compensated for the heightened risks they have faced and continue to face.” And “The Fiscal Recovery Funds will help respond to the needs of essential workers by allowing recipients to remunerate essential workers for the elevated health risks they have faced and continue to face during the public health emergency.”;
WHEREAS, from a policy perspective, the Fiscal Recovery Funds are intended to:
• Support urgent COVID-19 response efforts to continue to decrease the spread of the virus and bring the pandemic under control;
• Replace lost revenue for the eligible state, local, territorial, and Tribal governments to strengthen support for vital public services and help retain jobs; • Support immediate economic stabilization for households and businesses; • Address systemic public health and economic chall enges that have contributed to the in equal impact of the pandemic;
WHEREAS, from an operational standpoint, funds may be used:
• To respond to the public health emergency or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality;
• To respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers; • For the provision of government services to the extent of the reduction in revenue due to the COVID-19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency;
• To make necessary investments in water, sewer, or broadband infrastructure; and WHER
EAS, the city wishes to enter into a professional service agreement with Retail Strategies LLC. to provide business development consulting , including retail recruitment, downtown/Hwy 46 Five Year Strategic Plan, and Retail Academy/training. 224 of 252
NO
W THEREFORE BE IT RESOLVED, by the City Council of the City of Wasco as follows:

SECT
ION 1: the City Council of the City of Wasco authorizes the City Manager or his designee the use ARPA Local Fiscal Recovery Funds to make necessary investments to recruit and retain businesses and increase economic development in Wasco.

SECT
ION 2: the City Council of the City of Wasco authorizes the City Manager or designee to appropriate $ 140,000.00 in ARPA funds to retain Retail Services, LLC to provide economic/business development consulting services.

SECT
ION 3: the City Council of the City of Wasco authorizes the City Man ager or designee to execute a professional service agreement with Retail Services, LLC. -o0
o-
I
HEREBY CERTIFY that the foregoing Resolution No. 2022 - was passed and adopted by the Council of the City of Wasco at a regular meeting thereof held on August 2, 2022, by the following vote:

CO
UNCIL MEMBERS:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________
___________________

GILBERTO REYNA
MAYOR of the City of Wasco
Attest: ________________________
_______________
___________
MARIA O. MARTINEZ
CITY CLERK and Ex Officio Clerk of
the Council of the City of Wasco
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1 AGREEMENT No. 2022- _______

THIS AG
REEMENT (the "Agreement") made this ___ day of ________, 2022, by and between the CITY OF WASCO ("City") and RETAIL STRATEGIES, LLC, an Alabama Limited Liability Company (the "Consultant"), W I T N E S S E T H:

W
HEREAS, City wishes to hire Consultant to provide the services described in Exhibit “A” attached hereto and by this reference made a part hereof (the “Services”) pursuant to the terms and conditions hereinafter described and Consultant is agreeable thereto.

NOW
, THEREFORE, in consideration of the mutual covenants and conditions set forth hereinafter, the parties agree as follows:

1. The parties incorpo
rate the foregoing recitals as if fully set forth
herein verbatim.

2. Cit
y hereby contracts with Consultant to perform the Services. The Services and deliverables associated therewith shall be provided each year during the Term (hereinafter described) of this Agreement.

3. City
shall pay Consultant in advance $60,000.00 for the first year for the Servi ces commencing on the date of this Agreement and ($40,000.00) each anniversary date thereafter upon presentation by Consultant of an invoice (the "Invoice") to City for payment of each Annual Fee. There shall be no other charges payable by the City. The City Manager or his designated representative shall have the right of reasonable review of each Invoice and, at the conclusion of the review, the City Manager shall place the matter on the agenda for the next available meeting of the City Council of the City for consideration. Upon approval of each such Invoice by the City Council, same shall be paid in the regular cycle of payments made by City for other bills and claims.

4. Unless earlier ter
minated as hereinafter described, the term of this
Agreement (the "Term") shall be for three years from the date hereof. 226 of 252
2 5. Consultant shall indemnify, defend and hold harmless City , its officers, Councilmembers, employees, and agents from any and all claims, liabilities, expenses, and damages, including attorney's fees, for injury to or death of any person, and for damage to any property, arising out of or in any way connected with any act or omission by or on behalf of Consultant. Notwithstanding the foregoing, to the extent that City provides Consultant with information, records, or other documents necessary or convenient for Consultant to complete the Services, Consultant may rely on the accuracy and completeness of same (except a otherwise advised by City in writing) and Consultant shall have no liability for same to the extent that they are incomplete or inaccurate.

6. Wit
hout limiting Consultant's obligations under Paragraph 5 of this Agreement, Consultant shall maintain worker’s compensation insurance in amounts required by law. Consultant shall also obtain and maintain during the life of this Agreement comprehensive general liability insurance coverage, in an amount of $1 million per occurrence and automobile liability for owned, hired, and non-owned vehicles. Consultant shall provide City with appropriate certificates of insurance and endorsements for the foregoing in which City , its officers, Councilmembers, employees, and agents are named as additional insureds and specifically designating all such insurance as primary, and providing that same shall not be terminated nor coverage reduced without ten days prior written notice to City.

7. Consultant sha
ll not assign its interest herein or any part thereof and any attempted assignment shall be void.

8. Either part
y may terminate this Agreement at any time by giving the other party ten (10) days prior written notice, provided that in such event and except as otherwise described herein Consultant shall be entitled to a pro rata share of the Annual F ee paya ble in the year of termination and Consultant shall return that portion of the Annual Fee not earned prior to the date of termination. Provided, however, that if City terminates this Agreement because of Consultant’s breach of any of its obligations hereunder, Consultant shall be entitled to a pro rata share of the Annual Fee to the date of its breach of its obligations hereunder and shall return the remaining portion of the Annual Fee prior to the date of termination.

9. All notices required to
be given under this Agreement or by law shall
be in writing and shall be deemed received by the party to whom directed if personally served or when faxed or when sent by electronic mail ("email") or when deposited in the United States mail, postage prepaid, first class, or addressed as 227 of 252
3 follows: If to City, City Manager, 746 8th Street, Wasco, California 93280, Fax — (661) 758-7239, Email: schurlbert @cityofwasco.org, or if to Consultant, Retail Strategies, LLC, Attn: Stephen P. Leara, Esq.- EVP/General Counsel 2200 Magnolia Avenue South, Suite 100, Birmingham Alabama 35205, Fax – (205) 313- 3677, Email: [email protected] . Any party may change its address by giving notice to the other party in the manner herein described.

10. Tim
e is of the essence with regard to each covenant, condition and provision of this Agreement.

11. This Agreem
ent shall be governed by and construed in accordance with the laws of the State of California.

12. This Agreem
ent constitutes the entire Agreement between the parties with regard to the subject matter herein and supersedes all prior oral and written agreements and understandings between the parties with respect thereto.

13. This Agreem
ent may not be altered, amended, or modified except by a writing executed by duly authorized representatives of all parties.

14. In the
event any action or proceeding is instituted arising out of or relating to this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and actual costs.

15. This Agreem
ent may be executed in counterparts. A facsimile or
electronic copy of this fully executed agreement shall be as effective as the original for all purposes.

16. Wai
ver by a party of any provision of this Agreement shall not be considered a continuing waiver or a waiver of any other provision, including the time for performance of any such provision.

17. This Agre
ement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, successors, and assigns.

18. If a
ny term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and not be affected, impaired, or invalidated thereby.
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4 19. Cit
y and Consultant each acknowledge that each party and their respective legal counsel have reviewed this Agreement and agree that this Agreement is the product of negotiations between the parties. This Agreement shall be interpreted without reference to the rule of interpretation of documents that uncertainties or ambiguities therein shall be determined against the party so drafting the Agreement.

20. All reports, infor
mation, data and exhibits drafted or provided
by Consultant and all copyrights shall be the property of City and shall be delivered to City upon demand without additional costs or expense to City.

IN WITNES
S WHEREOF, the parties have executed this Agreement on
the date first hereinabove written.
______________
________________
M. Scott Hurlbert, City Manager, City of
Wasco, California, “City”

RETAIL STR
ATEGIES, LLC, an
Alabama Limited Liability Company,
“Consultant”
By: _____
________________________
STEPHEN P. LEARA, Esq
EVP, General Counsel
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5 EXHIBIT A

RETAIL RECRUITMENT
Th
is section outlines what Retail Strategies (the “consultant”) will provide to Wasco, CA (the “client”).

A. RES
EARCH

1. Identify market retail trade area using political boundaries, drive times and radii and custom boundary geographies

2. Perform market and retail GAP analysis for trade area (i.e. leakage and surplus)

3. Conduct retail peer market analysis

4. Tapestry lifestyles – psychographic profile of trade area / market segmentation analysis

5. Customized retail market guide including aerial map with existing national retailer brands and traffic counts

6. Identification of at minimum 30 retail prospects to be targeted for recruitment

7. Updates provided on retail industry trends

8. Custom on-demand demographic research – historical, current, and projected demographics – to include market trade areas by radius/drive time, and custom trade area
B. REAL

ESTATE ANALYSIS

1. Identify/Evaluate/Catalog priority commercial properties for development, re -development and higher and best use
opportunities

2. Identification of priority business categories for recruitment and/or local expansion

3. Active outreach to local brokers and landowners
C. RET

AIL RECRUITMENT

1. Pro-active retail recruitment for targeted zones

2. Will contact a minimum of 30 retailers, restaurants, b rokers and/or developers

3. Updates on new activity will be provided to Client’s designated primary point of contact via Basecamp, telephone, or email on a monthly and/or as needed basis

4. One market visit per calendar year included in agreement, any travel outside of the agreement shall be approved and paid for by the contracting entity

5. Conference representation- updates provided according to the yearly conference schedule
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6 D. MARKETING MATERIALS

1. Development of Customized Marketing Guide

2. Customized Retail Recruitment Plan
E. RET

AIL ACADEMY

1. Access to Retail Academy: ONLINE Education Course and Resource Library

2. One (1) Retail Academy Workshop, totaling six (6) hours in Birmingham, AL, Fort Worth, TX or Wasco, CA

3. Industry overview from Commercial Real Estate professionals

4. Quarterly 1:1 virtual meeting to discuss progress
F. DOW

NTOWN STRATEGIC PLAN

1. Strategic Visioning Workshop

2. Community input survey results

3. Market Analysis

4. Market driven and asset-based transformation strategies

5. Downtown Five- Year Strategic Plan (Hwy 46)

6. Implementation support of one (1) – Year 1 recommendation from strategic plan. • Support via email and Zoom to provide collaboration, assess progress, troubleshoot roadblocks, and provide accountability for implementation. • Data and analytics available upon request • Downtown Real Estate Analysis & Property Owner Training Toolkit
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retailstrategies.com | [205] 314-0386 | [email protected] 2200 Magnolia Ave South, Suite 100 Birmingham, AL
Strictly Private & Confidential
Pricing Valid for 60 Days

RETAIL ACADEMY
DOWNTOWN 5 YEAR PLAN &

RETAIL RECRUITMENT PARTNERSHIP
Prepared for Wasco, CA
July 28th , 2022
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Executive Summary

RETAIL STRATEGIES
I n d u s t r y L e a d e r s
• 150 years of retail real estate experience
• Direct connections to retailers & developers
• Hands-on approach
I n d u s t r y I n v o l v e m e n t
Founded in 2011, Retail Strategies exists to build trust-based relationships with communities across the country. We meet this goal by offering human resources and asset-based solutions to help recruit expanding national brands, revitalize downtowns, and support our country’s small business community.

With confidence, we pursue this mission by delivering unparalleled customer service as a unified team to help our partners discover their markets unique value to retailers, connect opportunities in their market, and advance each opportunity towards their next goal.

Retail Strategies President, Lacy Beasley Named
to ICSC Board of Trustees

IN THE NEWS
Lacy Beasley, President of Retail Strategies, was appointed to ICSC’s Board of Trustees for an initial three-year term. She was one of 16 new trustees added to the board, and one of only two members representing the public sector.

The board provides input in helping ICSC achieve its goal of serving its more than 70,000 members globally by proactively advocating and communicating the critical social, civic, and economic role played by the retail real estate industry across the world.

Lacy has cemented herself as a go-to source in the commercial real estate world, developing a niche working with municipalities on their retail development strategies. View the full list of the Board of Trusteeshere. 233 of 252
3Strictly Private & Confidential

RETAIL STRATEGIES
Our Process
We work to find your unique story.

We believe that every community is unique, so we take time to engage our Client’s to understand your story of opportunity to leverage your attributes towards expanding businesses.

Our discovery phase is all about understanding the data, real estate and people that make up your local market.

We make sure your community’s story is heard.

As a conduit between communities and national retailers, we ensure that your stories of opportunity, culture, values and people are perfected to resonate with the right retail audiences.

Aggressively taking your communities story and information to expanding businesses, property owners, brokers, developers, and other industry players to create economic growth in your community.

We multiply and enhance your staff.

We work as an extension of your staff, adding specific expertise, and amplifying your efforts and visibility many times over.

Our team PROACTIVELY works to tell your story to the expanding business community on the phone, via email and of course at trade shows.

Our team identifies retailers that are interested in your market and then work to advance them and connect them with your local property owners to allow for a deal to take place.
discover
connect
advance
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RETAIL STRATEGIES
Discover: Research
Trade Area
Identification
By utilizing mobile data
collection, data and analytics,
and real estate acumen, our
team will identify shopping
patterns within your
community that will answer
key questions for retailers.

Business Recruitment
Categories
After reviewing key
demographic information, we
will deliver a list of uses,
businesses, and opportunities
for your community. These
potential businesses will
elevate your downtown.

Mobile Data
Collection
An industry leading report
which utilizes cell phone data
to identify the home and
work location of consumers
that visit a defined shopping
area within the community.

GAP Analysis
Examining the market supply
and market demand within the
trade area to uncover the
categories of retail being
desired by your community.

Psychographic Analysis
Defines the type of
consumers in your market by
breaking down consumers
demographic characteristics,
consumer preferences,
consumer expenditures, and
cultural ideals.

Consumer Expenditures
Drilling down into each retail
segment to identify and
understand what your
consumers spending
patterns are.

The cycle begins with market analysis. We take the deep dive in to data, advanced analytics, and proprietary tools developed in house to uncover and define the potential in your community.

Retail Strategies uses a complex mix of data sources
anchored by STI Popstats (Synergos Technologies) as our primary data source. This data source consistently delivers the highest level of accuracy and allows our team to
analyze and deliver over 3,365 individual variables (per geography) providing the deepest, most reliable,
information possible to our Clients.
d i sc o v e r
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RETAIL STRATEGIES
Discover: In Market Real Estate Analysis
Real Estate is the key to every business expansion. Our team features over 150+ years of retail real estate
experience and we utilize our collective experience to
provide the most thorough, and creative, assessment of
your community.

To accomplish this we bring our team of retail real estate professionals to your community to uncover your strategic and underutilized real estate assets.

The inventory of properties our team believes is viable for new development, redevelopment highest and best use or vacancies that need to be filled are logged and recorded in our custom software program to be used by your team during the recruitment process.

The information we gather is immediately put to work through making outreach to the property owners, developers, and brokers who represent these properties to learn their goals for the property and how Retail Strategies can assist them on behalf of the community leaders.
d i sc o v e r
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RETAIL STRATEGIES
Discover: Community Input & Communication
Community Input
Throughout the life of our partnership we will always be ready to listen to your feedback, suggestions, opinions, and requests. Below are items and actions we take to
ensure we are providing information and action toward the betterment of the community.

Communication: The Key to Our Partnerships
During our onboarding process we will be scheduling a time to speak with you to get a first- hand understanding of your goals, desired businesses, past experiences, etc. In addition, we send a questionnaire that can be filled out by one, or many, Community Leaders to provide Retail Strategies further information on your goals and vision.

From Day 1 our process is built around creating a relationship with you and getting communication and information flowing to one another. This is partnership. We know that no one knows your community better than you. Through our partnership we will be able to harness your local knowledge and pair it with our resources and connections to make an economic impact. In addition, this free flow of communication will allow you to always share feedback with our team which we will utilize on your behalf. d i sc o v e r
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Taught by licensed real estate professionals that have worked with more than 300 communities throughout the U.S., the efforts of the instructors have generated millions of dollars in tax revenues and created thousands of jobs.

Retail Academy Education

INCREASING YOUR RETAIL KNOWLEDGE
retailstrategies.com/retailacademy
Training
Education is action.
• Teach you how to use the tools
(data/analytics/strategy)
• Show you how retailers view
your market
• Give you access to industry
contracts
• Write emails to expanding
businesses
• Give you a script for outbound
phone calls
• Provide knowledge on the
retail expansion process
• Share best practices for Retail
Recruitment
• Keep you in the know on Retail
Trends
• Go over the Site Selection
process in full detail
• Explain the development
process
• Provide best practices for ICSC
& Retail Live conferences
• Discuss franchise expansions
This Training Will:
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Deliverables

WHAT YOU GET
My Retail Academy books stays on my desk. The research
and market analysis were eye-opening. Of the eight
prospects on our list, we have landed two of them so far. We had all the information ready when we connected with the retailer – that’s what made this so invaluable.

Bob Largent, President & CEO
Harrison Regional Chamber of Commerce
Data & Analytics
A complete market analysis that will
empower your community and give you
credibility when speaking with the retail
industry.

Retail Recruitment Plan
A 70+ page customized analysis of your
community that showcases your trade area,
real estate assets, and defines the
prospective businesses that will thrive in
your market.

Real Estate Analysis
Retail Strategies licensed real estate
professionals will conduct a building and
business inventory to create a plan of action
for available retail sites in your market.

Education
Leveraging over 150+ years of
experience, our team of instructors walks
you through your market and the retail
recruitment process providing best
practices and critical knowledge to
position you for success.

Marketing Guide
Retail Strategies has applied our
collective experiences to develop
impactful custom marketing guides.

These customized marketing guides
showcase critical market intelligence,
data, real estate information, and
advanced analytics to position your
community for economic growth.

Retail Prospects
Retail Academy will provide a list of
expanding businesses that fit your
community. The prospect list will provide
the retailer contact information., site
selection criteria and nearest locations so
you are prepared when you speak with
these expanding businesses
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Research
• Identification of priority retail categories for
recruitment and/or local expansion
• Retail Prospect List- Identification of at
minimum 10 retail prospects to be targeted for
recruitment
• Contact Information for Retail Prospects
• Retail Site Selection Criteria for retail
prospects
• Mobile Data Collection from major retail node
• Retail Gap Analysis for trade area (i.e. leakage
and surplus)
• Peer Market Identification and Trade Area
Comparison Analysis
• Peer Market Retailer Void Analysis
• Custom demographic research – historical,
current, and projected demographics – to
include market trade areas by political
boundaries, radius/drive times, and custom
trade area Identification of retail trade area
using political boundaries, drive times and radii
and custom boundary geographies.
• Consumer Spending Patterns and Behavior
Report
• Tapestry Lifestyle Segmentation Analysis –
psychographic profile of trade area
Real Estate Analysis
• Retail Real Estate Analysis identifying 5+ real
estate sites performed by licensed retail real
estate professionals
• Create Aerial imagery of trade area(s) with
traffic counts
• Identify Target Zones for short- and long-term
retail development
• Property Catalog
Marketing Materials
• Development of Customized Marketing Guide
• Customized Retail Recruitment Plan
Retail Academy
• Access to Retail Academy: ONLINE Education
Course and Resource Library
• One (1) Retail Academy Workshop, totaling six
(6) hours in Birmingham, AL, Fort Worth, TX or
Wasco, CA
• Industry overview from Commercial Real Estate
professionals
• Quarterly 1:1 virtual meeting to discuss
progress
Scope of Services

RETAIL ACADEMY
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RETAIL STRATEGIES
Connect: Retail Recruitment
Retail Recruitment
This is where the rubber meets the road. This is where we take the information we have collected for your community, package it in the appropriate format, and begin showcasing opportunities in your community. The Benefit of partnering with Retail Strategies is that we do not just hand you fancy gadgets and a CRM tool to conduct recruitment, our West Coast management team will conduct every piece of outreach to the appropriate contact on your behalf.

Recruitment
Your team will be reaching out to property owners, brokers, developers, retailers, restaurants, and all other industry players to connect the dots to your market. We utilize the resources we have gathered and will continue to seek additional information throughout our partnership to further define the opportunities in your market.

Representation
Each year our team attends more than a dozen retail real estate conferences including key retail conference like ICSC Recon, RetailLive! Scottsdale and Austin and more.

Retail Strategies attends all of these shows annually and vows to continue to attend to meet with industry leaders and market the opportunities in your community.

At the conferences we will set up and have meetings with targeted retailers, restaurants, brokers, and developers on your behalf. Following the conference you will receive an update on who we met with, what was said, and what our next steps are. c on n e c t
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RETAIL STRATEGIES
Advance: Reporting & Collaboration
Reporting & Collaboration
Reporting and Communicating is the key to any partnership.

We dedicate multiple points of contact to you so that we ensure 1) effective outreach and 2) that your questions, feedback, and other information can be answered, collected, and utilized.

Reporting
Through our partnership we will establish regular communication with you. We report to you regularly with updates from our recruitment efforts, industry news, and other information that will allow you to become more of an expert on your market and the industry.

Your team will be reaching out to property owners, brokers, developers, retailers, restaurants, and other industry players on your behalf. These conversations will be summarized and provided to you to keep you in the know on our efforts.

In addition, through our experience we know we can learn as much from a “no” as we can from the “yes”. We provide you information on why it is a yes and why it was a no so that your community can better understand how prospective businesses and industry leaders view your community.
a d v a n c e
Basecamp
Retail Strategies utilizes Basecamp, a project management and collaboration web platform, to record and store
conversations and information shared with our Clients. This platform is username and password protected and keeps
our partnership organized.

We understand that your team will adjust and grow
overtime and Basecamp allows new members of your team
the ability to get up to speed quickly with our efforts. 242 of 252
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RETAIL STRATEGIES
Advance: Retail Trends & Access
Retail is constantly evolving and changing. Everyday we are processing new information and converting it into insights for our Client Communities.

Throughout the life of our partnership we will continuously provide updates on industry trends and expansion.
a d v a n c e
Each month we engage leaders within the retail industry to provide a deeper understanding of what is happening within the industry. These webinars are accessible live and available on-demand.

Through our partnership your community has 24/7 access to the best data and analytical tools available. Whether it is a request directly from our Client, or from a local property owner, we are here to provide valuable data and insights to ensure the maximum opportunity for growth to occur.
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RETAIL RECRUITMENT
Scope of Services
RECRUITMENT | REPRESENTATION | OUTREACH | CONNECTIVITY
• Pro-active retail recruitment for entire community
• Will contact a minimum of 30 overall retailers, restaurants, brokers and/or developers each year
• Updates on new activity will be provided to Client’s designated primary point of contact via Basecamp, telephone, or email on a regular basis • ICSC and Retail Live conference representation-
updates provided according to the yearly conference schedule • Active outreach to local brokers and landowners
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Our Process

DOWNTOWN STRATEGIES
Policy &
Administration
Tourism &
Promotion
Economic
Vitality
Market
Analysis Design
thoughtful design supports a
community’s transformation.
uncover and define the
economic potential
in your Downtown.
set the foundation for
smart growth.
creating opportunity
for investment.
power your
economic engine.

Downtown Roadmap
Creating a strategic plan is a crucial first step in determining the vision and path for your downtown.

Oftentimes, community leaders are fearful of investing in a master plan that will ultimately “sit on a shelf.” With Downtown Strategies, we meet communities where they are. We build on your existing plans and ideas rather than reinventing the wheel and duplicating efforts. What we deliver, you can implement.

The Five Pillars
Through our Downtown Strategic Visioning process, we assess the five pillars of your downtown’s mix to provide a true downtown roadmap.

Critical factors for successful implementation: • Community Buy-In • Communication
• Support
• Resources
Palmdale, California
“… our team has been aggressive in making sure we are implementing strategic efforts in maneuvering Palmdale to be better prepared for the post-COVID-19 economic marketplace. That’s why we hired Retail Strategies.” Luis Garibay, Director Economic & Community Development 245 of 252
Strategic Visioning Workshop
• We begin the process with a detailed kick-off call to introduce our team and examine the current status of your Downtown. • An electronic community input survey will be circulated to gain insight on your Downtown’s past, present, and future. • Next, we host an in-market stakeholder input session with property owners, merchants, business owners, community leaders, and elected officials to gain feedback and allow open dialogue.

Market Analysis
• Identification of market trade area using mobile data analysis • Trade area demographics (population, income, housing, etc.) • Market and retail GAP analysis for trade area (i.e. leakage and surplus) • Tapestry lifestyles – psychographic profile of trade area • Consumer Spending Pattern Reports
Downtown Five-Year Strategic Plan
Your downtown will be evaluated and a customized, strategic, asset-based, and market driven plan will be presented to your team. This plan will include practical, actionable, and transformational strategies defined and developed considering the following:
• Connectivity & Walkability
• Landscaping & Streetscapes
• Public Art
• Historic Preservation
• Special Events & Promotions
• Wayfinding Signage
• Supporting Entrepreneurs
• Incentives & Financial Tools
• Zoning & Codes
• Identifying Partnerships
• Catalyst Projects
• Community Input Survey Results
• Transportation & Parking
• Messaging & Branding
• Hospitality
• Retail & Restaurant Recruitment
• Backfilling Vacancies
• Real Estate Analysis
• Commute Patterns Report
• Identification of priority business categories for
entrepreneurship, recruitment and/or local expansion
• Downtown Walkability Assessment
• Downtown Neighborhood Demographics
Support from your immediate team isn’t enough to see transformational change within your community. Our workshops generate the needed community buy-in from stakeholders to ensure that all parties with a vested interest believe in the vision and are committed to successful implementation.

Once stakeholders leave our session, they’re excited, eager, and ready to contribute to the successful implementation of the overall vision. Consistent communication between our team, your team, and stakeholders is critical to maintain the momentum and commitment.

Scope of Services: Downtown Strategic Plan

DOWNTOWN STRATEGIES
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Strategic Vision Implementation Support
• Implementation support of one (1) – Year 1 recommendationfrom strategic plan - collaboratively identified - and development of associated documents, collateral and resources necessary for successful implementation. • Support via email and Zoom to provide collaboration, assess progress, troubleshoot roadblocks, and provide accountability for implementation.
• Data and analytics available upon request
Downtown Real Estate Analysis + Property Owner Toolkit
• Real Estate analysis deliverable identifying approximately five (5) pieces of real estate prime for adaptive re -use, infill, higher and better use, or new development within the downtown. • One (1) hour virtual property owner training to deliver custom market analysis, business recruitment outlook, and marketing toolkit overview.

Marketing Toolkit:
• Custom Site-Specific Property Flyers
• Custom Downtown Community Flyer
• Custom Downtown “There’s Opportunity Here” window signs to promote opportunity rather than vacancy.

Ongoing Implementation Support - Years 2 & 3 (add-on)
• Ongoing implementation support for three (3) additional strategic recommendations (per year) - to be collaboratively identified - and development of associated documents, collateral, and resources necessary for successful implementation. • Ongoing support via email and Zoom to provide collaboration, assess progress, troubleshoot roadblocks, and provide accountability for implementation.
• Delivery of new and refreshed data and analytics.

Scope of Services: Implementation Support

DOWNTOWN STRATEGIES
Our implementation support keeps your team on track by providing accountability, benchmarks, and success stories to share with the community and stakeholders throughout the life of the partnership. Our strategies and recommendations are based on three stages of time and monetary investment:
• little to no cost with immediate impact – just time and energy! • minimal investment that requires proper partnerships & persistence • long-term investment for substantial projects
This allows for your team to build capacity, assemble funds, and generate partnerships and resources that allow for the successful implementation of our plan. 247 of 252
YEAR 1 -2
minimal
investment
$
NOW
no cost$
These recommendations can be
implemented now, with minimal cost and
for immediate impact.

Plan now to implement these recommendations
in the next 1-2 years.

With proper partnerships & persistence,
these initiatives will elevate your community
with reasonable investment.

YEAR 3 -5
long-term
investment
$
These recommendations represent
substantial projects requiring long-term
investment.

Position your community for
transformational change.

Sample Design Recommendation: Zachary, LA
Recommendations: Your Timeline

DOWNTOWN STRATEGIES
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Partnership Timeline

DOWNTOWN STRATEGIES
The timeline of our overall partnership(s) will be
established upon execution of a contract and further
defined during the partnership kick-off call(s).

Day 30-60 Day 60 - 120Day 1-30
Kick-off Call
Workshop Schedule
Community Input Survey

DISCOVERY
An in-market process
where our team engages
stakeholders, merchants,
and community leaders in
thought provoking
conversation, combined
with independent
discovery and market
analysis, to provide a
strategic, asset-based and
market driven plan.

STRATEGIC VISIONING

WORKSHOP &

WALKING TOUR

FIVE-YEAR DOWNTOWN

STRATEGIC VISION
We begin the process of your
Downtown Strategic Visioning
Workshop with a detailed
conference call with your team
to introduce ourselves and
examine the current status of
your Downtown area.

We’ll learn about your
community and Downtown
organization’s governance
structure, discuss goals that
have already been internally
identified, and uncover existing
roadblocks to your community
achieving its highest purpose.

STEP 01
Next, we’ll engage in a
detailed discovery phase,
in which our team will
independently analyze
customized data
regarding your
community’s retail mix,
economic vitality, and
opportunities for growth.

STEP 02
Strategic Plan created and delivered
Includes:
• Market Analysis
• Community input survey results
• Market driven and asset-based
transformation strategies
Day 120 - 365

IMPLEMENTATION

SUPPORT - JUMPSTART
• Implementation support of
one (1) – Year 1
recommendation from
strategic plan.
• Support via email and Zoom
to provide collaboration,
assess progress,
troubleshoot roadblocks,
and provide accountability
for implementation.
• Data and analytics available
upon request
• Downtown Real Estate
Analysis & Property Owner
Training Toolkit
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Your Team

RETAIL STRATEGIES
Jenn Gregory, President, Downtown Strategies
Jenn is the president of Downtown Strategies, where her focus is on community development for our client communities. Through her Downtown Strategic Visioning Workshop process, Jenn advises communities on market analysis, tourism, economic vitality, and d esign updates for downtown areas. She also directly assists small businesses in client communities with elevating their digital pre sence, enhancing their omni-channel marketing strategies, and understanding market challenges in a post -COVID world.

Elliott Cook, Director of Real Estate, Downtown Strategies As the director of real estate, Elliott conducts workshops and executes our Downtown Strategic Plans with a focus on local re al estate assets.

Elliott specializes in retail recruitment and focuses on the identification of companies to fill the product and service gaps within each city’s trade area. His primary role is to leverage industry relationships and knowledge to assist retailers’ expansion in our client communities.

Laura Marinos, Director of Client Services, Downtown Strategies As the Director of Client Services, Downtown Strategies Laura oversees the day -to-day management and implementation of services for downtown clients. She specializes in market research, strategic plans, project coordination, and team operations for the Down town Strategies division of Retail Strategies. Acting as a liaison between clients and the operations team, Laura’s attention to detail and k nack for processes make for an excellent client experience.

Jeremy Murdock, Community Development Specialist, Downtown Strategies As the Community Development Specialist for the Downtown Strategies Team, Jeremy utilizes his background in landscape archite cture and urban design to analyze the physical condition of our clients’ downtown areas. In addition to facilitating strategic visionin g workshops and developing strategic plans, he helps community leaders take action by coordinating efforts with our downtown implementation clients.

Matthew Tate, Director of Business Development, West Coast Matthew Tate brings over 8 years of experience working closely with municipalities to help educate them on their retail poten tial. In his professional experience, Matthew has worked hand-in-hand with city leaders to help create and execute successful retail recruitment strategies across the country.

A native of California, he leads our West Coast expansion through his strong relationships with city managers, economic devel opment professionals, and elected officials. In addition to his work with municipalities Matthew also worked directly 150+ retail, r estaurant, healthcare and hospitality brands to leverage data and analytics in order to help find new locations and new customers across the country. 250 of 252
Investment

RETAIL STRATEGIES
The total fee for completion of work is due upon execution of agreement. Project fees are due within 30 days of receipt of the invoice.

Should the Client request a special assignment, additional work, and/or additional travel needs not specifically referenced in the contract, we will prepare written authorization to be signed by the Client in advance of commencing any additional work.

We ask all our future partners to consider a 3-year mindset when considering a partnership with us. Retail recruitment is an ongoing process with most decisions taking between 18 and 36 months.

Pricing valid for 60 days
Service Investment
Year 1 Retail Academy & Proactive Recruitment $40,000
Downtown Workshop + 5 Year Plan $20,000
Year 1 Investment $60,000
Year 2 Retail Recruitment $40,000
Year 2 Investment $40,000
Year 3 Retail Recruitment $40,000
Year 3 Investment $40,000
Total 3-Year Partnership Investment $140,000
Palmdale, California
“… our team has been aggressive in making sure we are implementing strategic efforts in maneuvering Palmdale to be better prepared for the post-COVID-19 economic marketplace. That’s why we hired Retail Strategies.” Luis Garibay, Director Economic & Community Development 251 of 252
21 retailstrategies.com | [205] 314-0386 | [email protected] 2200 Magnolia Ave South, Suite 100 Birmingham, AL
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Wasco City CouncilAugust 2, 2022

Wasco City Council
August 2, 2022