Atwater City Council
March 28, 2022

CORONAVIRUS DISEASE (COVID-19) ADVISORY
Pursuant to Assembly Bill (AB) 361, the City Council may participate via teleconference/electronically. In-person participation by the public will be permitted. In addition, remote public participation and public comment is available in the following ways:

1. Livestream online at www.atwater.org (Please be advised that there is a broadcasting delay. If you would like to participate in public comment, please use the options below).

2. Join the electronic meeting at https://atwater-org.zoom.us/j/89554963092 (Webinar ID: 89554963092). Members of the public participating electronically via this link and wishing to speak may do so during public comment, by using the "raised hand" feature in the Zoom webinar.

3. Submit a written public comment prior to the meeting: Public comments submitted to [email protected] by 4:00 p.m. on the day of the meeting will be distributed to the City Council, and made part of the official minutes. In view of the other public comment opportunities listed above, email/written comments will not be read out loud during the meeting.

Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990. Persons requesting accommodation should contact the City in advance of the meeting, and as soon as possible, at (209) 357-6300.

CITY OF ATWATER
City Council
AGENDA
Council Chambers
750 Bellevue Road
Atwater, California
March 28, 2022
REGULAR SESSION: (Council Chambers)
CALL TO ORDER: 6:00 PM
PLEDGE OF ALLEGIANCE TO THE FLAG:

City Council Agenda for Meeting of March 28, 2022 Page 2 INVOCATION:

Invocation by Pastor John Motz
ROLL CALL:

Ambriz ____, Button ____, Cale ____, Raymond ____, Creighton _____ MAYOR OR CITY ATTORNEY REPORT OUT FROM CLOSED SESSION:

SUBSEQUENT NEED ITEMS: (The City Clerk shall announce any requests for items requiring immediate action subsequent to the posting of the agenda. Subsequent need items require a two-thirds vote of the members of the City Council present at the meeting.)
APPROVAL OF AGENDA AS POSTED OR AS AMENDED: (This is the time for the City Council to remove items from the agenda or to change the order of the agenda.) Staff's Recommendation: Motion to approve agenda as posted or as amended.

CEREMONIAL MATTERS:
• Ceremonial Presentation with Engie Services U.S. to Old Town Atwater PRESENTATIONS:
• Monthly report by Merced County District 3 Supervisor McDaniel

City Council Agenda for Meeting of March 28, 2022 Page 3 ***CONSENT CALENDAR***

NOTICE TO THE PUBLIC
Background information has been provided on all matters listed under the Consent Calendar, and these items are considered to be routine. All items under the Consent Calendar are normally approved by one motion. If discussion is requested on any item, that item will be removed from the Consent Calendar for separate action.

WARRANTS:

1. March 28, 2022
Staff's Recommendation: Approval of warrants as listed.

TREASURER'S REPORT:

2. February 28, 2022
Staff's Recommendation: Approval of report as listed.

MINUTES: (City Council)

3. March 14, 2022 - Regular meeting
Staff's Recommendation: Approval of minutes as listed.

MINUTES: (Planning Commission)

4. a) February 16, 2022 - Regular meeting
b) February 24, 2022 - Adjourned meeting
Staff's Recommendation: Acceptance of minutes as listed.

RESOLUTIONS:

5. Waiving electoral requirement for General Plan Technical Advisory Committee (Public Works/Community Development Director Thompson) Staff's Recommendation: Adoption of Resolution No. 3306-22 waiving the electoral requirement for the General Plan Technical Advisory Committee in relation to the three at large, technical members.

City Council Agenda for Meeting of March 28, 2022 Page 4

6. Authorizing submittal of grant application to California Department of Parks and Recreation for Per Capita Grant Program and approving Budget Amendment establishing revenue and expense account for Per Capita Grant Funds (Public Works/Community Development Director Thompson)
Staff's Recommendation: Choose Option "A" or Option "B"; adoption of Resolution No. 3304-22 approving the submittal of grant application to California Department of Parks and Recreation for Per Capita Grant funds; adoption of Resolution No. 3305-22 approving Budget Amendment No. 26 amending Fiscal Year 2021-22 Budget to establish a revenue and expense account for Per Capita Grant funds; and authorizes and directs the the City Manager, or her designee, to serve as the City's authorized representative to execute all documents on behalf of the City.

AGREEMENTS:

7. Approving On-Call Professional Services Agreements with various consultants for Construction/Project Management Services (Public Works/Community Development Director Thompson)
Staff's Recommendation: Approval of Professional Services On-Call Master Agreements, in a form approved by the City Attorney, with GHD, Inc. of Fresno, California, Griffin Structures of Irvine, California, Precision Civil Engineering, Inc. of Fresno, California, Premier Management Group of Roseville, California, and Quad Knopf, Inc. of Merced, California for construction/project management services, in an amount not to exceed $200,000 per Task Order; and authorizes and directs the City Manager, or her designee, to execute the Agreements on behalf of the City.

8. Approving Improvement Agreement with Atwater Elementary School District for public improvements related to construction of new elementary school (Public Works/Community Development Director Thompson)
Staff's Recommendation: Approval of the Improvement Agreement, in a form approved by the City Attorney, with the Atwater Elementary School District for public improvements related to the construction of a new elementary school; and authorizes and directs the City Manager, or her designee, to execute the Agreement on behalf of the City.

City Council Agenda for Meeting of March 28, 2022 Page 5

9. Approving Memorandum of Understanding with County of Merced for Merced County Operational Area Technical Rescue Team (CAL FIRE Battalion Chief Ayuso)
Staff's Recommendation: Approval of the Memorandum of
Understanding, in a form approved by the City Attorney, with the County of Merced for the Merced County Operational Area Technical Rescue Team; and authorizes and directs the City Manager, or his or her designee, to execute any and all documents related to the Memorandum of Understanding on behalf of the City.

10. Awarding General Construction Contract to Straight Edge Roofing for installation of new roof at future City Administration Building (Public Works/Community Development Director Thompson)
Staff's Recommendation: Awards a General Construction Contract, in a form approved by the City Attorney, to Straight Edge Roofing of Atwater, California for the installation of a new roof and gutters at the future City Administration Building at 1160 Fifth Street, in an amount not to exceed $39,950; authorizes and directs the City Manager to sign and affirm construction contract change orders up to an additional aggregate of $3,995.00 (10%); and authorizes and directs the City Manager, or her designee, to execute the Contract on behalf of the City.

11. Waiving the Formal Procurement Process and Awarding a Sole Source Purchase to Tesco Controls, Inc. for upgrades to the SCADA Hardware and Software (Public Works/Community Development Director Thompson) Staff's Recommendation: Waives the Formal Procurement Process and awards a sole source purchase to Tesco Controls, Inc. of Sacramento, CA for upgrades to the City SCADA hardware and software, in an amount not to exceed $249,500.00; and authorizes and directs the City Manager to execute the Purchase Order on behalf of the City.

12. Approving Cooperative Agreement with Comcast Business Communications, LLC for the installation of Internet Services at future City Administration Building (City Manager Waterman)
Staff's Recommendation: Approval of the Cooperative Agreement, in a form approved by the City Attorney, with Comcast Business Communications, LLC of Philadelphia, Pennsylvania, for the installation of internet services at the future City Administration building, in an amount not to exceed $47,000; and authorizes and directs the City Manager to execute the Agreement on behalf of the City.

City Council Agenda for Meeting of March 28, 2022 Page 6 ORDINANCES (WAIVING SECOND READING AND ADOPTION):

13. Waiving the second reading and adoption of an ordinance of the City Council adopting a Military Equipment Use Policy and adding said Policy to the Atwater Police Department Policy Manual (Police Chief Salvador)
Staff's Recommendation: Waives the second reading and adopts Ordinance No. CS 1045 adopting a Military Equipment Use Policy and adding said Policy to the Atwater Police Department Policy Manual.

14. Waiving the second reading and adopting an ordinance of the City Council amending Section 8.16, "Solid Waste, Recyclables, and Organic Waste Collection," of Title 8, "Health and Safety," of the Atwater Municipal Code (Public Works/Community Development Director Thompson)
Staff's Recommendation: Waives the second reading and adopts Ordinance No. CS 1047 amending Section 8.16, "Solid Waste, Recyclables, and Organic Waste Collection," of Title 8, "Health and Safety," of the Atwater Municipal Code.
***END OF CONSENT CALENDAR***
PUBLIC HEARINGS:

15. Consideration of Revised City Council District Electoral Boundaries as Required by Elections Code Section 21601 and Ordinance Amendment Adjusting Council District Boundaries (City Attorney Splendorio) Staff's Recommendation: Receive a report from staff and the City's redistricting consultant on the redistricting process and permissible criteria to be considered to redraw district boundaries; and Open the public hearing and receive public input on district boundaries and proposed ordinance; and
Close the public hearing; and
Motion to waive the first reading (by title only) and introduce an Ordinance entitled, An Ordinance of the City Council of the City of Atwater, California Amending Section 2.10.020(E) of the Atwater Municipal Code to Adjust the Boundaries of City Council Election Districts and to Confirm Such Revised Council District Boundaries; or Motion to approve staff's recommendation as presented.

City Council Agenda for Meeting of March 28, 2022 Page 7 REPORTS AND PRESENTATIONS FROM STAFF:

16. Fire Department 2021 Annual Report (CAL FIRE Battalion Chief Ayuso) CITY MANAGER REPORTS/UPDATES:

17. City Manager Updates
COMMENTS FROM THE PUBLIC:

NOTICE TO THE PUBLIC
At this time any person may comment on any item which is not on the agenda. You may state your name and address for the record; however, it is not required. Action will not be taken on an item that is not on the agenda. If it requires action, it will be referred to staff and/or placed on a future agenda. Please limit comments to a maximum of three (3) minutes.

CITY COUNCIL MATTERS:

City Council comments
ADJOURNMENT:

City Council Agenda for Meeting of March 28, 2022 Page 8 CERTIFICATION:

I, Lucy Armstrong, City Clerk of the City of Atwater, do hereby certify that a copy of the foregoing agenda was posted at City Hall a minimum of 72 hours prior to the meeting. _______________________________

LUCY ARMSTRONG

CITY CLERK
SB 343 NOTICE
In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the office of the City Clerk at City Hall during normal business hours at 750 Bellevue Road.

If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda at 750 Bellevue Road.

In compliance with the federal Americans with Disabilities Act of 1990, upon request, the agenda can be provided in an alternative format to accommodate special needs. If you require special accommodations to participate in a City Council, Commission or Committee meeting due to a disability, please contact the City Clerk’s Office a minimum of three (3) business days in advance of the meeting at (209) 357-6317. You may also send the request by email to [email protected].

1 2 3 4 5
6 7 8 9 10 11 12
13 14 15 16 17 18 19
20 21 22 23 24 25 26
27 28 29 30 31
4:30 PM
Sunday Monday Tuesday Wednesday Thursday Friday

Saturday

Committee Meeting -
Citizens' Oversight

5:30 PM

Daylight Saving Time City Council Meeting - Planning Commission Begins 6:00 PM Meeting - 6:00 PM

Merced County
Supervisor McDaniel
District 3
Audit & Finance
Office Hours -
1:30 PM - 3:30 PM
~ March 2022 ~
6:00 PM
City Council Meeting -
Committee Meeting -

1 2
3 4 5 6 7 8 9
10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

City Council Meeting -

6:00 PM

Planning Commission

Meeting - 6:00 PM

District 3
Audit & Finance Merced County
30 ~ April 2022 ~
6:00 PM 1:30 PM - 3:30 PM
City Council Meeting - Office Hours -
4:30 PM Supervisor McDaniel
Committee Meeting -

WARRANTS SUMMARY FOR MARCH 28, 2022
TOTAL OF WARRANTS (FROM WARRANT REPORT) I s 905,734.06 J

ADDITIONAL WARRANTS ( THESE AMOUNTS ARE NOT INCLUDED IN TOTAL WARRANTS)

DATE I DESCRIPTION AMOUNT
3/14/20221Prewrittens included in this current warrant run. 12/1/2021 Dental Claims/ Admin.-DEC 2021
1/1/2022 Dental Claims/Admin.-JAN 2022
2/1/2022 Dental Claims/ Admin.-FEB 2022
3/10/2022 PERS Retirement EFT 2/17 /22-3/2/22
$ (868.44)
$ 11,942.09
$3,744.02
$ 8,075.73
$48,662.72
TOTAL ADDITIONAL WARRANTS $ 71,556.12
GRAND TOTAL OF WARRANTS PAID----------------------------------------------------------------------- $977,290.18

I INFORMATIONAL ONLY ( INCLUDED IN THE TOTAL WARRANTS TOTAL) IDATE I DESCRIPTION {AMOUNT
3/10/2022 Net Payroll
3/10/2022 Federal Taxes
3/10/2022 State Taxes
3/10/2022 Payroll Deductions

TOTAL INFORMATIONAL WARRANTS
$168,451.52 $238,312.48
$61,473.70
$8,387.26
$868.44
$239,180.92 ~-~---------

CITY TREASURER

Accounts Payable
Checks for Approval
User:

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Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19209 03/14/2022 General Fund Miscellaneous Union Dues AFSCME DISTRICT COUNCIL 57 708.44 Check Total: 708.44
19210 03/14/2022 General Fund Garnishments FRANCHISE TAX BOARD 160.00 Check Total: 160.00
Report Total: 868.44
AP-Checks for Approval (3/23/2022 - 1 :34 PM) Page 1

Accounts Payable
Checks for Approval
User:

Printed:
jdaniel
3/23/2022 - I :29 PM
A~ater
Corrununitv Pri
760 Bellevue Ro~. ~ CA 963Q1
Check Number Check Date Fund Name Account Name Vendor Name Void Amount 0 03/28/2022 Internal Service Fund Operations & Maintenance CHEVRON USA INC. 59.48 0 03/28/2022 Risk Management Fund Worker's Compensation CENTRAL SAN JOAQUIN VALLEY RMA 120,645.00 0 03/28/2022 Risk Management Fund Worker's Compensation CENTRAL SAN JOAQUIN VALLEY RMA -1,810.00 0 03/28/2022 Risk Management Fund Liability & Property Ins CENTRAL SAN JOAQUIN VALLEY RMA 79,316.00 0 03/28/2022 Risk Management Fund Liability & Property Ins CENTRAL SAN JOAQUIN VALLEY RMA -462.00 0 03/28/2022 General Fund Special Departmental Expense CHASE 70.57 0 03/28/2022 General Fund Travel/Conferences/Meetings CHASE 42.74 0 03/28/2022 General Fund Travel/Conferences/Meetings CHASE 1,049.87 0 03/28/2022 General Fund Training CHASE 207.95
0 03/28/2022 General Fund Travel/Conferences/Meetings CHASE 774.24 0 03/28/2022 General Fund Memberships & Subscriptions CHASE 215.00 0 03/28/2022 General Fund Printing & Advertising CHASE 576.00 0 03/28/2022 General Fund Special Departmental Expense CHASE 59.58 0 03/28/2022 General Fund Professional Services CHASE 107.49 0 03/28/2022 General Fund Memberships & Subscriptions CHASE 95.00 0 03/28/2022 General Fund Uniform & Clothing Expense CHASE 423.90 0 03/28/2022 General Fund Training CHASE 35.47
0 03/28/2022 General Fund Special Departmental Expense CHASE 23.53 0 03/28/2022 General Fund Office Supplies CHASE 169.95
0 03/28/2022 ARPA-American Rescue Plan Act Memberships & Subscriptions CHASE 482.87 0 03/28/2022 Sewer Enterprise Fund Fruitland Ave Rd Improvements CHASE 204.60 0 03/28/2022 Sewer Enterprise Fund Professional Services CHASE 1,588.60 0 03/28/2022 Internal Service Fund Special Departmental Expense CHASE 29.77 0 03/28/2022 Internal Service Fund Professional Services CHASE 331.00 0 03/28/2022 Internal Service Fund Operations & Maintenance CHASE 68.48 0 03/28/2022 Information Technology Fund Special Departmental Expense CHASE 201.99 0 03/28/2022 General Fund Rents & Leases U.S. BANK EQUIPMENT FINANCE 156.94 --
Check Total: 204,664.02
19211 03/28/2022 Information Technology Fund Special Departmental Expense AIRES PRING 3,798.60 Check Total: 3,798.60 .,,,.-
19212 03/28/2022 General Fund Special Departmental Expense AIRGAS USA, LLC II 9.65 AP-Checks for Approval (3/23/2022 - I :29 PM) Page I

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 119.65 /
19213 03/28/2022 Sanitation Enterprise Solid Waste Collectn/Disposal ALLIED WASTE SERVICES #917 254,525.41 Check Total: 254,525.41
,,,.,,
19214 03/28/2022 Water Enterprise Fund Accounts Payable ERICA ALVAREZ 72.86 19214 03/28/2022 Sewer Enterprise Fund Accounts Payable ERICA ALVAREZ 93.41 19214 03/28/2022 Sanitation Enterprise Accounts Payable ERICA ALVAREZ 34.27 19214 03/28/2022 Sanitation Enterprise Accounts Payable ERICA ALVAREZ 10.68 Check Total: 211.22
19215 03/28/2022 Water Enterprise Fund Special Departmental Expense APPLIED INDUSTRIAL TECH. 364.38 Check Total: 364.38 -
19216 03/28/2022 Water Fund Capital Replacement Installation-New Water Meters AQUA METRIC 4,890.12 19216 03/28/2022 Water Fund Capital Replacement Installation-New Water Meters AQUA METRIC 7,542.50 Check Total: 12,432.62
19217 03/28/2022 General Fund Communications AT & T MOBILITY I 31.40 -- Check Total: 131.40
19218 03/28/2022 General Fund Communications AT and T - CALNET3 305.72 -
Check Total: 305.72
19219 03/28/2022 General Fund Communications AT&T 197.95 -
Check Total: 197.95
19220 03/28/2022 ARPA-American Rescue Plan Act City Bldg - Civic Center #I ATWATER GLASS 1,287.49 -
Check Total: 1,287.49
19221 03/28/2022 General Fund Accounts Payable ATWATER MARKETPLACE SHOPPING CENTEI 2.00 -
19221 03/28/2022 Water Enterprise Fund Accounts Payable ATWATER MARKETPLACE SHOPPING CENTEI 35.39 19221 03/28/2022 Sewer Enterprise Fund Accounts Payable ATWATER MARKETPLACE SHOPPING CENTEI 43.40 19221 03/28/2022 Sanitation Enterprise Accounts Payable ATWATER MARKETPLACE SHOPPING CENTEI 68.80 19221 03/28/2022 Sanitation Enterprise Accounts Payable ATWATER MARKETPLACE SHOPPING CENTEI 10.27 Check Total: 159.86
19222 03/28/2022 Employee Benefits Fund Professional Services BARTEL ASSOCIATES 2,000.00 Check Total: 2,000.00
19223 03/28/2022 Internal Service Fund Operations & Maintenance BELKORP AG, LLC 518.87 AP-Checks for Approval (3/23/2022 - I :29 PM) Page 2

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 518.87 --
19224 03/28/2022 Sewer Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 139.15 19224 03/28/2022 General Fund Training BIG CREEK LUMBER COMPANY 22.04 Check Total: 161.19 .,,,..-
19225 03/28/2022 Water Enterprise Fund Accounts Payable BARBARA BOLES 26.31 19225 03/28/2022 Sewer Enterprise Fund Accounts Payable BARBARA BOLES 33.37 19225 03/28/2022 Sanitation Enterprise Accounts Payable BARBARA BOLES 12.33 19225 03/28/2022 Sanitation Enterprise Accounts Payable BARBARA BOLES 3.75 Check Total: 75.76 -
19226 03/28/2022 Sewer Enterprise Fund Uniform & Clothing Expense BOOTBARN 200.00 Check Total: 200.00 --
19227 03/28/2022 Sanitation Enterprise Professional Services JIM BRISCO ENTERPRISES 19,477.20 Check Total: I 9,477.20 ..-
19228 03/28/2022 Sewer Enterprise Fund Professional Services BSK ASSOCIATES 9,620.00 19228 03/28/2022 Sewer Enterprise Fund Professional Services BSK ASSOCIATES 9,620.00 19228 03/28/2022 Sewer Enterprise Fund Industry Stat CMU Wall Install BSK ASSOCIATES 3,978.92 19228 03/28/2022 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 580.00 19228 03/28/2022 Water Enterprise Fund Professional Services BSK ASSOCIATES 38.00 Check Total: 23,836.92
19229 03/28/2022 Internal Service Fund Professional Services CAR WASH PARTNERS, INC. 150.00 Check Total: 150.00
19230 03/28/2022 General Fund Aged Outstanding Warrants ANTHONY CARDOZA 24.00 -
Check Total: 24.00
19231 03/28/2022 Water Enterprise Fund Professional Services CENTRAL VALLEY MACHINE WORKS 187.50 Check Total: 187.50
19232 03/28/2022 General Fund Uniform & Clothing Expense CINTAS 12.32 - 19232 03/28/2022 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS 28.32 19232 03/28/2022 Water Enterprise Fund Uniform & Clothing Expense CINTAS 41.83 19232 03/28/2022 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS 52.13 19232 03/28/2022 Sanitation Enterprise Uniform & Clothing Expense CINTAS 4.82 19232 03/28/2022 Internal Service Fund Special Departmental Expense CINTAS 17.75 19232 03/28/2022 Internal Service Fund Uniform & Clothing Expense CINTAS 15.02 AP-Checks for Approval (3/23/2022 - I :29 PM) Page 3

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19232 03/28/2022 Internal Service Fund Uniform & Clothing Expense CINTAS 12.53 Check Total: 184.72 -
19233 03/28/2022 Internal Service Fund Communications COMCAST CABLE 152.21 Check Total: 152.21
19234 03/28/2022 General Fund Office Supplies CREATIVE COPY 260.00 Check Total: 260.00
19235 03/28/2022 General Fund Plan Check Fees CSG CONSULTANTS, INC. 5,329.38 19235 03/28/2022 General Fund Plan Check Fees CSG CONSULTANTS, INC. 147.00 Check Total: 5,476.38
19236 03/28/2022 Water Fund Capital Replacement Water Tower Painting CS! SERVICES 9,480.00 Check Total: 9,480.00 -
19237 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 29.73 Check Total: 29.73
19238 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 21.80 Check Total: 21.80 _
19239 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 38.23 Check Total: 38.23
19240 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 8.50 Check Total: 8.50
19241 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 23.78 Check Total: 23.78
19242 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 11.89 19242 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 1.98 Check Total: 13.87
19243 03/28/2022 Water Enterprise Fund Accounts Payable D.R. HORTON CA3 INC. 14.87 Check Total: 14.87 -
19244 03/28/2022 General Fund Special Departmental Expense DEPT. OF JUSTICE 384.00 19244 03/28/2022 General Fund Professional Services DEPT. OF JUSTICE 49.00 AP-Checks for Approval (3/23/2022 - 1 :29 PM) Page 4

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 433.00
19245 03/28/2022 Sewer Enterprise Fund Special Departmental Expense DOM'S ELECTRIC MOTOR SHOP 4,973.33 19245 03/28/2022 Sewer Enterprise Fund Special Departmental Expense DOM'S ELECTRIC MOTOR SHOP 643.61 19245 03/28/2022 Sewer Enterprise Fund Professional Services DOM'S ELECTRIC MOTOR SHOP 200.00 19245 03/28/2022 Sewer Enterprise Fund Special Departmental Expense DOM'S ELECTRIC MOTOR SHOP 145.01 19245 03/28/2022 Sewer Enterprise Fund Professional Services DOM'S ELECTRIC MOTOR SHOP 225.00 Check Total: 6,186.95 --
19246 03/28/2022 Internal Service Fund Professional Services ELITE IRON FENCING 480.00 Check Total: 480.00
19247 03/28/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 135.30 19247 03/28/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 135.31 Check Total: 270.61 ;._,.
19248 03/28/2022 General Fund Special Departmental Expense EMBLEM ENTERPRISES, INC. 986.03 Check Total: 986.03
19249 03/28/2022 General Fund Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE~ 1,854.38 19249 03/28/2022 Gas Tax/Street Improvement Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE~ 80.63 19249 03/28/2022 Price Annexation LMA Professional Services ENVIRONMENTAL COMPLIANCE RESOURCm 161.25 19249 03/28/2022 Pajaro Dunes LD Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE~ 53.75 19249 03/28/2022 Cottage Gardens ST & LMA Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE! 107.50 19249 03/28/2022 Stone Creek LD Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE~ 107.50 19249 03/28/2022 Bell Crossing LD Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE~ 161.25 19249 03/28/2022 Meadow View LD Professional Services ENVIRONMENTAL COMPLIANCE RESOURCm 53.75 Check Total: 2,580.01
19250 03/28/2022 Sewer Enterprise Fund Uniform & Clothing Expense FASTENAL COMPANY 28.40 19250 03/28/2022 Sewer Enterprise Fund Special Departmental Expense FASTENAL COMPANY 1,458.28 19250 03/28/2022 Internal Service Fund Operations & Maintenance FASTENAL COMPANY 85.07 Check Total: 1,571.75
19251 03/28/2022 General Fund Office Supplies FEDERAL EXPRESS 39.94 Check Total: 39.94
19252 03/28/2022 General Fund Capital City Bldg - Civic Center #1 FIRE SYSTEM SOLUTIONS INC. 13,904.97 ---
Check Total: 13,904.97
19253 03/28/2022 1,2,3-TCP Fund TCP Remediation Project GHD 21,307.95 AP-Checks for Approval (3/23/2022 - I :29 PM) Page 5

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 21,307.95
19254 03/28/2022 General Fund Training DAVE GOODWIN 40.81 Check Total: 40.81
19255 03/28/2022 General Fund Main!. Buildings & Grounds HORIZON 543.79 19255 03/28/2022 General Fund Special Departmental Expense HORIZON 94.97 19255 03/28/2022 General Fund Special Departmental Expense HORIZON 31.52 19255 03/28/2022 General Fund Main!. Buildings & Grounds HORIZON 738.58 19255 03/28/2022 General Fund Main!. Buildings & Grounds HORIZON 230.69 19255 03/28/2022 General Fund Special Departmental Expense HORIZON 14.35 19255 03/28/2022 General Fund Special Departmental Expense HORIZON 41.62 19255 03/28/2022 General Fund Maint. Buildings & Grounds HORIZON 245.26 Check Total: 1,940.78
19256 03/28/2022 Water Enterprise Fund Accounts Payable JACOB JANTZ 28.33 19256 03/28/2022 Sewer Enterprise Fund Accounts Payable JACOB JANTZ 35.94 19256 03/28/2022 Sanitation Enterprise Accounts Payable JACOB JANTZ 13.18 19256 03/28/2022 Sanitation Enterprise Accounts Payable JACOB JANTZ 4.11 Check Total: 81.56
19257 03/28/2022 Gas Tax/Street Improvement Professional Services JLB TRAFFIC ENGINEERING, INC 3,881.47 19257 03/28/2022 Gas Tax/Street Improvement Professional Services JLB TRAFFIC ENGINEERING, INC 1,623.74 Check Total: 5,505.21
19258 03/28/2022 Internal Service Fund Special Departmental Expense KELLOGG'S SUPPLY 51.94 Check Total: 51.94 r
19259 03/28/2022 Internal Service Fund Operations & Maintenance LATTA'S AUTO SUPPLY 97.49 19259 03/28/2022 Internal Service Fund Small Tools LATTA'S AUTO SUPPLY 24.84 Check Total: 122.33
19260 03/28/2022 General Fund Miscellaneous LOOMIS DEPT. 0757 750.71 Check Total: 750.71
19261 03/28/2022 Water Enterprise Fund Accounts Payable ANN MACDONALD 84.62 19261 03/28/2022 Sewer Enterprise Fund Accounts Payable ANN MACDONALD 124.55 19261 03/28/2022 Sanitation Enterprise Accounts Payable ANN MACDONALD 59.43 Check Total: 268.60 ~
19262 03/28/2022 Water Enterprise Fund Accounts Payable ANN MACDONALD 84.62 AP-Checks for Approval (3/23/2022 - 1 :29 PM) Page 6

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19262 03/28/2022 Sewer Enterprise Fund Accounts Payable ANN MACDONALD 124.55 Check Total: 209.17 -
19263 03/28/2022 Water Enterprise Fund Accounts Payable ALMAMACIAS 52.64 19263 03/28/2022 Sewer Enterprise Fund Accounts Payable ALMA MACIAS 59.03 19263 03/28/2022 Sanitation Enterprise Accounts Payable ALMA MACIAS 6.65 19263 03/28/2022 Sanitation Enterprise Accounts Payable ALMAMACIAS 21.80 Check Total: 140.12
19264 03/28/2022 Water Enterprise Fund Accounts Payable MANUEL MARTINEZ 174.98 19264 03/28/2022 Sewer Enterprise Fund Accounts Payable MANUEL MARTINEZ 40.03 19264 03/28/2022 Sanitation Enterprise Accounts Payable MANUEL MARTINEZ 14.69 19264 03/28/2022 Sanitation Enterprise Accounts Payable MANUEL MARTINEZ 4.58 Check Total: 234.28
19265 03/28/2022 Water Enterprise Fund Special Departmental Expense MCCLATCHY COMPANY LLC 535.60 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 100.59 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 100.59 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 113.26 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 86.11 19265 03/28/2022 Water Enterprise Fund Printing & Advertising MCCLATCHY COMPANY LLC 258.06 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 301.50 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 82.49 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 139.44 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 78.87 19265 03/28/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 146.28 Check Total: 1,942.79
19266 03/28/2022 Water Enterprise Fund Accounts Payable KEVINMELAO 49.55 19266 03/28/2022 Sewer Enterprise Fund Accounts Payable KEVINMELAO 55.60 19266 03/28/2022 Sanitation Enterprise Accounts Payable KEVINMELAO 6.36 19266 03/28/2022 Sanitation Enterprise Accounts Payable KEVINMELAO 20.40 Check Total: 131.91
19267 03/28/2022 General Fund Memberships & Subscriptions MERCED COUNTY LAW ENFORCEMENT CHIE 125.00 Check Total: 125.00
19268 03/28/2022 Internal Service Fund Special Departmental Expense MERCED COUNTY REGIONAL (1004) 18.00 19268 03/28/2022 Sanitation Enterprise Professional Services MERCED COUNTY REGIONAL (1004) 18.00 Check Total: 36.00 ,,,.,
19269 03/28/2022 Water Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 74.33 AP-Checks for Approval (3/23/2022 - I :29 PM) Page 7

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19269 03/28/2022 Water Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 74.61 19269 03/28/2022 General Fund Utilities MERCED IRRIGATION DISTRICT 533.82 19269 03/28/2022 Gas Tax/Street Improvement Utilities MERCED IRRIGATION DISTRICT 602.13 19269 03/28/2022 Price Annexation LD Utilities MERCED IRRIGATION DISTRICT 166.39 19269 03/28/2022 Price Annexation LMA Utilities MERCED IRRIGATION DISTRICT 116.55 19269 03/28/2022 Mello Ranch LD Utilities MERCED IRRIGATION DISTRICT 402.57 19269 03/28/2022 Mello Ranch LNDSCP Utilities MERCED IRRIGATION DISTRICT 50.48 19269 03/28/2022 Camellia Estates LD Utilities MERCED IRRIGATION DISTRICT 55.46 19269 03/28/2022 Juniper Meadows LD Utilities MERCED IRRIGATION DISTRICT 27.64 19269 03/28/2022 Camellia Meadows LD Utilities MERCED IRRIGATION DISTRICT 55.46 19269 03/28/2022 Stone Creek LD Utilities MERCED IRRIGATION DISTRICT 271.36 19269 03/28/2022 Stone Creek LNDSCP Utilities MERCED IRRIGATION DISTRICT 16.82 19269 03/28/2022 America West LD Utilities MERCED IRRIGATION DISTRICT 122.83 19269 03/28/2022 Bell Crossing LD Utilities MERCED IRRIGATION DISTRICT 272.17 19269 03/28/2022 Bell Crossing LNDSCP Utilities MERCED IRRIGATION DISTRICT 16.82 19269 03/28/2022 Atwater South LD Utilities MERCED IRRIGATION DISTRICT 340.35 19269 03/28/2022 Mello Ranch 2 LD Utilities MERCED IRRIGATION DISTRICT 520.04 19269 03/28/2022 Meadow View LD Utilities MERCED IRRIGATION DISTRICT 484.36 19269 03/28/2022 Aspenwood LD Utilities MERCED IRRIGATION DISTRICT 210.11 19269 03/28/2022 Applegate Ranch LD Utilities MERCED IRRIGATION DISTRICT 283.82 19269 03/28/2022 Applegate Ranch Lndscp Utilities MERCED IRRIGATION DISTRICT 16.82 19269 03/28/2022 Water Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 310.70 19269 03/28/2022 Sewer Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 571.82 19269 03/28/2022 Sewer Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 3,362.91 Check Total: 8,960.37
19270 03/28/2022 Information Technology Fund Special Departmental Expense MID VALLEY IT 5,913.06 Check Total: 5,913.06
19271 03/28/2022 Internal Service Fund Professional Services MODERN AIR 129.00 Check Total: 129.00
19272 03/28/2022 Internal Service Fund Operations & Maintenance MUNICIPAL MAINTENANCE EQUIP. 252.62 Check Total: 252.62 ,
19273 03/28/2022 General Fund Professional Services MUNICODE 178.50 Check Total: 178.50
19274 03/28/2022 Water Enterprise Fund Accounts Payable THURMAN MURPHY 52.61 19274 03/28/2022 Sewer Enterprise Fund Accounts Payable THURMAN MURPHY 58.83 Check Total: 111.44 ......

AP-Checks for Approval (3/23/2022 - 1 :29 PM) Page 8

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19275 03/28/2022 Risk Management Fund Professional Services NATION INVESTIGATIONS 1,800.00 Check Total: 1,800.00
19276 03/28/2022 General Fund Training WILLIAM NOVETZKE 34.00 Check Total: 34.00
19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 176.17 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 53.44 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 253.15 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -29.23 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 708.62 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 305.04 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 289.18 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -682.72 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 54.34 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 29.02 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -48.71 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 116.12 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 152.60 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 80.22 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -127.56 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 81.18 19277 03/28/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 20.56 19277 03/28/2022 Gas Tax/Street Improvement Special Departmental Expense O'REILLY AUTO PARTS 16.22 19277 03/28/2022 Internal Service Fund Small Tools O'REILLY AUTO PARTS 41.12 Check Total: 1,488.76
19278 03/28/2022 Water Enterprise Fund Accounts Payable JENNIFER ORTIZ 23.88 19278 03/28/2022 Sewer Enterprise Fund Accounts Payable JENNIFER ORTIZ 30.24 19278 03/28/2022 Sanitation Enterprise Accounts Payable JENNIFER ORTIZ 11.10 19278 03/28/2022 Sanitation Enterprise Accounts Payable JENNIFER ORTIZ 3.46 Check Total: 68.68
19279 03/28/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 2,103.45 19279 03/28/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 94.18 19279 03/28/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 4,614.8] 19279 03/28/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 1,640.41 19279 03/28/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 48.22 19279 03/28/2022 Gas Tax/Street Improvement Utilities PACIFIC GAS & ELECTRIC 15,368.98 19279 03/28/2022 Northwood Village LD Utilities PACIFIC GAS & ELECTRIC 212.62 19279 03/28/2022 Orchard Park Estates LD Utilities PACIFIC GAS & ELECTRIC 105.21 19279 03/28/2022 Wildwood Estates LD Utilities PACIFIC GAS & ELECTRIC 31.78 19279 03/28/2022 Woodview Garland LA Utilities PACIFIC GAS & ELECTRIC 10.59 AP-Checks for Approval (3/23/2022 - 1:29 PM) Page 9

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19279 03/28/2022 Shaffer Lakes West LO Utilities PACIFIC GAS & ELECTRIC 35.19 19279 03/28/2022 Woodhaven LO Utilities PACIFIC GAS & ELECTRIC 11.63 19279 03/28/2022 Sierra Parks LD Utilities PACIFIC GAS & ELECTRIC 51.49 19279 03/28/2022 Shaffer Lakes East LO Utilities PACIFIC GAS & ELECTRIC 142.25 19279 03/28/2022 Price Annexation LO Utilities PACIFIC GAS & ELECTRIC 617.46 19279 03/28/2022 Sandlewood Square LO Utilities PACIFIC GAS & ELECTRIC 19.06 19279 03/28/2022 Pajaro Dunes LO Utilities PACIFIC GAS & ELECTRIC 16.95 19279 03/28/2022 Cottage Gardens LO Utilities PACIFIC GAS & ELECTRIC 13.77 19279 03/28/2022 Airport Business Park LD Utilities PACIFIC GAS & ELECTRIC 511.19 19279 03/28/2022 Atwater South LO Utilities PACIFIC GAS & ELECTRIC 46.09 19279 03/28/2022 Water Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 34,247.49 19279 03/28/2022 Sewer Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 2,913.19 19279 03/28/2022 Internal Service Fund Utilities PACIFIC GAS & ELECTRIC 4,814.26 19279 03/28/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 155.14 19279 03/28/2022 Gas Tax/Street Improvement Utilities PACIFIC GAS & ELECTRIC 109.78 19279 03/28/2022 Sewer Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 18,192.14 Check Total: 86,127.33 --
19280 03/28/2022 General Fund Special Departmental Expense PATRICK & CO. 268.32 Check Total: 268.32
19281 03/28/2022 Sewer Enterprise Fund Project Retention PHASE I CONSTRUCTION -4,030.94 19281 03/28/2022 Sewer Enterprise Fund Fruitland Ave Rd Improvements PHASE I CONSTRUCTION 80,618.80 Check Total: 76,587.86 ,-
19282 03/28/2022 General Fund Special Departmental Expense PRESTON'S LOCK & KEY 94.18 19282 03/28/2022 General Fund Special Departmental Expense PRESTON'S LOCK & KEY 55.21 19282 03/28/2022 Internal Service Fund Special Departmental Expense PRESTON'S LOCK & KEY 5.95 Check Total: I 55.34 ,-
19283 03/28/2022 Water Fund Capital Replacement Well #20A Rehab PROVOST & PRITCHARD CONSULTING GROU 7,565.90 Check Total: 7,565.90 --
19284 03/28/2022 Public Safety Trans & Use Tax Special Departmental Expense RECOVERY ROOM UPHOLSTERY 430.00 Check Total: 430.00
19285 03/28/2022 General Fund Aged Outstanding Warrants MIKE RIVERA 24.00 Check Total: 24.00
19286 03/28/2022 General Fund Special Departmental Expense ROLLABELS INC 71.30 19286 03/28/2022 General Fund Special Departmental Expense ROLLABELS INC 74.85 AP-Checks for Approval (3/23/2022 - I :29 PM) Page 10

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 146.15 --
19287 03/28/2022 Gas Tax/Street Improvement Special Departmental Expense SAFE-T-LITE 188.52 Check Total: 188.52
19288 03/28/2022 General Fund Training DAVE SARGINSON 179.58 Check Total: 179.58
19289 03/28/2022 Water Enterprise Fund Special Departmental Expense SHANNON PUMP CO. 2,567.73 19289 03/28/2022 Water Enterprise Fund Professional Services SHANNON PUMP CO. 1,425.00 Check Total: 3,992.73
19290 03/28/2022 Public Safety Trans & Use Tax Special Departmental Expense SHARPENING SHOP 1,268.65 Check Total: I ,268.65
19291 03/28/2022 Information Technology Fund Special Departmental Expense SHI INTERNATIONAL CORP 953.10 Check Total: 953.10
19292 03/28/2022 Sewer Enterprise Fund Special Departmental Expense SIERRA MATERIALS & TRUCKING COMPANY 742.80 Check Total: 742.80
19293 03/28/2022 Water Enterprise Fund Professional Services SJVAPCD 577.00 19293 03/28/2022 Water Enterprise Fund Professional Services SJVAPCD 577.00 19293 03/28/2022 Water Enterprise Fund Professional Services SJVAPCD 290.00 19293 03/28/2022 Water Enterprise Fund Professional Services SJVAPCD 577.00 19293 03/28/2022 Sewer Enterprise Fund Professional Services SJVAPCD 143.00 19293 03/28/2022 Water Enterprise Fund Professional Services SJVAPCD 290.00 19293 03/28/2022 Water Enterprise Fund Professional Services SJVAPCD 290.00 19293 03/28/2022 Sewer Enterprise Fund Professional Services SJVAPCD 900.00 Check Total: 3,644.00
19294 03/28/2022 General Fund Castle Park Deposits LIZ SORIA 200.00 19294 03/28/2022 General Fund Castle Park Rental LIZ SORIA 75.00 Check Total: 275.00
19295 03/28/2022 Gas Tax/Street Improvement Professional Services ST FRANCIS ELECTRIC 700.00 Check Total: 700.00 ,
19296 03/28/2022 General Fund Office Supplies STAPLES BUSINESS ADVANTAGE 163.97 19296 03/28/2022 General Fund Special Departmental Expense STAPLES BUSINESS ADVANTAGE 45.67 19296 03/28/2022 General Fund Office Supplies STAPLES BUSINESS ADVANTAGE 88.00 AP-Checks for Approval (3/23/2022 - 1 :29 PM) Page 11

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 297.64 -
19297 03/28/2022 Water Enterprise Fund Accounts Payable TROY STEWART 169.17 19297 03/28/2022 Sewer Enterprise Fund Accounts Payable TROY STEWART 26.69 19297 03/28/2022 Sanitation Enterprise Accounts Payable TROY STEWART 9.79 19297 03/28/2022 Sanitation Enterprise Accounts Payable TROY STEWART 3.05 Check Total: 208.70 ~
19298 03/28/2022 General Fund Special Departmental Expense SUN RIDGE SYSTEMS 17,600.00 Check Total: 17,600.00
19299 03/28/2022 General Fund Professional Services SUN VALLEY PORTABLE RESTROOMS INC. 535.00 Check Total: 535.00 -
19300 03/28/2022 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 1,287.20 19300 03/28/2022 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 658.48 Check Total: 1,945.68
19301 03/28/2022 General Fund Professional Services TAYLOR VETERINARY HOSPITAL 277.00 Check Total: 277.00
19302 03/28/2022 Water Enterprise Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 3,923.04 19302 03/28/2022 Water Enterprise Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 9,472.56 19302 03/28/2022 Water Enterprise Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 3,563.76 19302 03/28/2022 Internal Service Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 1,716.01 ---
Check Total: 18,675.37
19303 03/28/2022 Public Safety Trans & Use Tax Professional Services THE LEW EDWARDS GROUP 6,000.00 Check Total: 6,000.00
19304 03/28/2022 General Fund Accounts Payable TED THORN 2.00 19304 03/28/2022 Water Enterprise Fund Accounts Payable TED THORN 14.46 19304 03/28/2022 Sewer Enterprise Fund Accounts Payable TED THORN 21.29 19304 03/28/2022 Sanitation Enterprise Accounts Payable TED THORN 1.22 19304 03/28/2022 Sanitation Enterprise Accounts Payable TED THORN 7.81 Check Total: 46.78
19305 03/28/2022 General Fund Training LESLIE THUANG 259.42 Check Total: 259.42
19306 03/28/2022 Information Technology Fund Special Departmental Expense TPX COMMUNICATIONS 5,250.42 AP-Checks for Approval (3/23/2022 - l :29 PM) Page 12

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 5,250.42 ,,..
19307 03/28/2022 Internal Service Fund Utilities TRIPP SECURITY SYSTEMS 33.00 19307 03/28/2022 Internal Service Fund Utilities TRIPP SECURITY SYSTEMS 33.00 Check Total: 66.00
19308 03/28/2022 Abandoned Yeh Abatement Fund Special Departmental Expense TYLER TECHNOLOGIES, INC. 1,082.50 Check Total: 1,082.50
19309 03/28/2022 Employee Benefits Fund Life Insurance UNUM LIFE INSURANCE 1,455.30 19309 03/28/2022 Employee Benefits Fund Disability Insurance UNUM LIFE INSURANCE 626.06 19309 03/28/2022 Employee Benefits Fund Disability Insurance UNUM LIFE INSURANCE 2,831.83 Check Total: 4,913.19
19310 03/28/2022 Water Enterprise Fund Accounts Payable JEANETTE VALENCIA 45.49 Check Total: 45.49
19311 03/28/2022 Internal Service Fund Operations & Maintenance VAN DE POL 20,232.61 Check Total: 20,232.61 -
19312 03/28/2022 General Fund Communications VERIZON WIRELESS 886.89 19312 03/28/2022 General Fund Communications VERIZON WIRELESS 1,033.77 19312 03/28/2022 Public Safety Trans & Use Tax Communications VERIZON WIRELESS 111.53 19312 03/28/2022 Abandoned Yeh Abatement Fund Communications VERIZON WIRELESS 81.02 19312 03/28/2022 General Fund Communications VERIZON WIRELESS 139.35 19312 03/28/2022 General Fund Miscellaneous VERIZON WIRELESS 354.69 19312 03/28/2022 General Fund Miscellaneous VERIZON WIRELESS 40.01 19312 03/28/2022 General Fund Communications VERIZON WIRELESS 101.34 19312 03/28/2022 General Fund Communications VERIZON WIRELESS 50.67 19312 03/28/2022 General Fund Communications VERIZON WIRELESS 152.01 19312 03/28/2022 General Fund Communications VERIZON WIRELESS 91.34 19312 03/28/2022 Gas Tax/Street Improvement Communications VERIZON WIRELESS 243.19 19312 03/28/2022 Water Enterprise Fund Communications VERIZON WIRELESS 306.03 19312 03/28/2022 Sewer Enterprise Fund Special Departmental Expense VERIZON WIRELESS 38.01 19312 03/28/2022 Sewer Enterprise Fund Communications VERIZON WIRELESS 458.46 19312 03/28/2022 Sewer Enterprise Fund Utilities VERIZON WIRELESS 40.03 19312 03/28/2022 Sanitation Enterprise Communications VERIZON WIRELESS 50.67 19312 03/28/2022 Internal Service Fund Special Departmental Expense VERIZON WIRELESS 40.01 19312 03/28/2022 Internal Service Fund Communications VERIZON WIRELESS 50.67 19312 03/28/2022 Internal Service Fund Utilities VERIZON WIRELESS SO.I I 19312 03/28/2022 Internal Service Fund Communications VERIZON WIRELESS 101.34 19312 03/28/2022 Information Technology Fund Communications VERIZON WIRELESS 50.67 AP-Checks for Approval (3/23/2022 - I :29 PM) Page 13

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 4,501.8 I ,.
19313 03/28/2022 General Fund Capital Phase I Ped Imp Proj Downtown VVH CONSULTING SERVICES 11,539.01 19313 03/28/2022 Measure V 20% AlternativeModes Phase 1 Ped Imp Proj Downtown VVH CONSULTING SERVICES 1,495.00 19313 03/28/2022 General Fund Capital Phase 2 Ped Imp Proj Downtown VVH CONSULTING SERVICES 5,514.64 19313 03/28/2022 Measure V 20% AlternativeModes Phase 2 Ped Imp Proj Downtown VVH CONSULTING SERVICES 714.48 Check Total: 19,263.13
19314 03/28/2022 Internal Service Fund Special Departmental Expense WARD ENTERPRISES 43.19 Check Total: 43.19
19315 03/28/2022 Risk Management Fund Professional Services WHITE BRENNER LLP 475.00 19315 03/28/2022 Risk Management Fund Professional Services WHITE BRENNER LLP 475.00 Check Total: 950.00
19316 03/28/2022 Water Enterprise Fund Special Departmental Expense WINTON HARDWARE 19.98 19316 03/28/2022 Gas Tax/Street Improvement Special Departmental Expense WINTON HARDWARE 11.73 Check Total: 31.71
19317 03/28/2022 General Fund Special Departmental Expense WORK WELLNESS 578.00 Check Total: 578.00
- -
Report Total: 904,865.62
AP-Checks for Approval (3/23/2022 - 1 :29 PM) Page 14

STATEMENT OF CHANGES IN CASH BALANCE, UNAUDITED

BY FUND
AS OF 02/28/2022
FUND BEG.BALANCE CASH DEBITS CASH CREDITS ENDING BAL.
0001 General Fund 8,662,351.33 1,016,388.02 775,037.92 8,903,701.43 0003 General Fund Capital 249,429.55 687.66 2,786.48 247,330.73 0004 Public Safety Trans & Use Tax 1,278,818.36 297,553.45 673,891.71 902,480.10 0005 Ferrari Ranch Project Fund 21,080.26 0.00 0.00 21,080.26 0007 Measure V Fund 2,876,764.04 59,533.54 0.00 2,936,297.58 0008 Measure V 20% Alternative Modes 450,639.02 14,883.38 403.23 465,119.17 0009 Abandoned Veh Abatement Fund (6,741.08) 0.00 6,845.84 (13,586.92) 0010 Measure V Regional Fund (271,809.50) 271,809.50 6,624.92 (6,624.92) 1005 Police Grants Fund 81,590.86 0.00 0.00 81,590.86
1010 ARPA-American Rescue Plan Act 3,538,636.99 0.00 5,750.00 3,532,886.99 1011 Gas Tax/Street Improvement 101,297.03 53,263.00 74,776.71 79,783.32 1013 Local Transportation Fund 617,316.93 212.84 0.00 617,529.77 1015 Traffic Circulation Fund 1,451,734.83 725.00 0.00 1,452,459.83 1016 Applegate Interchange 768,663.12 0.00 0.00 768,663.12 1017 RSTP-Regional Surface Transp Prag 2,322,495.30 0.00 0.00 2,322,495.30 1018 SB1-Road Maint & Rehab RMRA 1,780,531.59 49,312.04 210.50 1,829,633.13 1019 LPP-Local Partnership Prg Fund 0.00 0.00 0.00 0.00 1020 Parks and Recreation Fund 2,347,151.48 2,382.00 0.00 2,349,533.48 1040 General Plan Update-Housing Element 0.00 0.00 0.00 0.00 1041 General Plan Update Fund 350,304.03 0.00 0 00 350,304.03 1050 Buhach Colony High School 231,023.37 0.00 0.00 231,023.37 1055 Neighborhood Stabilization 220,489.89 0.00 0.00 220,489.89 1059-78 Housing Grant Funds 661,072.07 0.00 0.00 661,072.07 1091 Police Facility Impact Fee 205,705.04 401.00 0.00 206,106.04 3064-67 Redevelopment/Successor Agency Funds 2,689,207.75 1,735.68 0.00 2,690,943.43 4020 Performance Bond Trust 219,192.61 0.00 0.00 219,192.61 4030 Narcotics Program Trust 2,070.25 0.00 0.00 2,070.25 4060 Section 125 Medical 1,072.50 190.00 0.00 1,262.50
4070 Section 125 Dependent Care 0.00 0.00 0.00 0.00
4080 Pension Rate Stblztn 115 Trust 223,084.55 0.00 3,802.21 219,282.34

STATEMENT OF CHANGES IN CASH BALANCE, UNAUDITED
BYFUND
AS OF 02/28/2022
FUND BEG.BALANCE CASH DEBITS CASH CREDITS ENDING BAL.
4090 CFD No. 1 Trust 130,738.02 0.00 0.00 130,738.02
5001-55 All Maintenance Districts 1,493,536.68 0.00 25,932.69 1,467,603.99 5050 CFD Districts (27,749.21) 0.00 27,244.15 (54,993.36) 6000 Water Enterprise Fund 7,264,742.02 744,772.17 302,186.47 7,707,327.72 6001 Water Fund Capital Replacement 3,161,225.52 0.00 130,449.25 3,030,776.27 6002 DBCP Settlement 20,532.77 0.00 0.00 20,532.77
6004 Water Well- Buhach Colony 183,501.17 0.00 0.00 183,501.17 6005 Water Capital Impact Fees 2,458,772.87 4,559.50 0.00 2,463,332.37 6006 Water Operating Reserve Fund 179,929.93 0.00 0.00 179,929.93 6007 1,2,3-TCP Fund 19,563,287.90 1,469.00 221,295.35 19,343,461.55 6010 Sewer Enterprise Fund 16,609,238.01 712,292.53 634,871.53 16,686,659.01 6011 Sewer Fund Capital Replacement 3,527,712.67 4,517.00 0.00 3,532,229.67 6020 Sanitation Enterprise 2,756,161.00 329,013.71 516,279.11 2,568,895.60 7000 Internal Service Fund 506,609.60 3,849.70 123,320.03 387,139.27 7001 ISF Equipment/Bldg Replacement 0.00 0.00 0.00 0.00 7010 Employee Benefits Fund 720,467.76 4,978.49 67,408.08 658,038.17 7020 Risk Management 510,165.27 0.00 2,236.50 507,928.77 7030 Information Technology 311,729.25 0.00 37,272.91 274,456.34 9090 Accrued Interest Fund 33,560.49 1,130.00 0.00 34,690.49 TOTAL 90,924,724.38 3,576,557.97 3,638,625.59 90,862,656.76 Prepared by: 1i ~
Approved by: ~✓::3:__
V Ricardo Orozco, Accountant I ~rkBorba,City Treasurer ---

Statement of Changes in Cash Balan~e
by Bank
As of 2/28/2022
Beg. Period
Balance
Cash
Debits
Cash
Credits
End Period
Balance
City- LAIF
City - RMA Long-Term Investment Fund
City Checking & Investment Accounts
Wastewater Checking
RA Obligation Retirement Fund
US Bank/Chandler Asset Mgt.

PARS Post-Employment Benefits Trust
Totals
55,064,201.15
1,145,066.00
6,942,046.32
5,025,569.52
2,903.76
22,721,853.08
223,084.55
1,130.00
3,575,427.95

0.02 3,130,526.17
370,842.20
133,455.01
3,802.21
55,064,201.15
1,146,196.00
7,386,948.10
4,654,727.32
2,903.78
22,588,398.07
219,282.34
90,924,724.38
Prepared by
/
~
Ricardo Orozco, 0 Acc
4 ountan
~
t I
3,576,557.97 3,638,625.59 90,862,656.76
Approved by: 7~s:,~
Mark Borba, City Treasurer
(The following statements are required by California Govt. Code Section 53646 (b) (2,3)) Investments are made pursuant to the City Council approved Investment Policy and Guidelines.

The City of Atwater has the ability to meet its pooled expenditure requirements for the next six months.

City LAIF
Chandler Asset Mgt.

US Bank/Chandler Asset Mgt.

PARS Post-Employment Benefits Tru~t
55,064,201.15
1,146,196.00
22,588,398.07
219_,282.34
Bank Account Detail
Chase General Checking
Chase Wastewater Checking
Chase Redevelopment Checking
7,495,095.27
4,654,727.32
2,903.78

CITY COUNCIL

ACTION MINUTES
March 14, 2022
OPEN SESSION: (Council Chambers)
The City Council of the City of Atwater met in Open Session this date at 5:45 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Creighton presiding.

ROLL CALL:

Present: City Council Members Ambriz, Raymond, Mayor Pro Tem Cale, Mayor Creighton

Absent: City Council Member Button
Staff Present: City Manager Waterman, City Attorney Splendorio, Deputy City Clerk Martin
CLOSED SESSION: (Conference Room A)
Mayor Creighton invited public comment on Closed Session items.

No one came forward to speak.

Mayor Creighton adjourned the meeting to Conference Room A for Closed Session at 5:46 PM. Closed Session was called to order at 5:49 PM.

Conference with Legal Counsel – Liability Claims – Claimant: Mercury Insurance Company as Subrogee of Christina Diaz, Agency claimed against: City of Atwater

Closed Session adjourned at 5:53 PM.

CITY OF ATWATER
Minutes

City Council Meeting Action Minutes for March 14, 2022 Page 2 REGULAR SESSION: (Council Chambers)
The City Council of the City of Atwater met in Regular Session this date at 6:00 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Creighton presiding.

PLEDGE OF ALLEGIANCE TO THE FLAG:

The Pledge of Allegiance was led by Kory Billings.

INVOCATION:

The Invocation was led by Eddie Vargas
ROLL CALL:

Present: City Council Members Ambriz, Raymond, Mayor Pro Tem Cale, Mayor Creighton

Absent: City Council Member Button
Staff Present: City Manager Waterman, City Attorney Splendorio, CAL FIRE Battalion Chief Ayuso, Police Chief Salvador, Public
Works/Community Development Director Thompson, Deputy
City Clerk Martin
MAYOR OR CITY ATTORNEY REPORT OUT FROM CLOSED SESSION:

City Attorney Splendorio reported that the City Council was provided direction and no reportable action was taken. The Closed Session agenda was completed.

SUBSEQUENT NEED ITEMS: None
APPROVAL OF AGENDA AS POSTED OR AS AMENDED:

MOTION: City Council Member Raymond moved to approve the agenda as posted. The motion was seconded by Mayor Pro Tem Cale and the vote was: Ayes: Ambriz, Cale, Raymond, Creighton; Noes: None; Absent: Button.

The motion passed.

CONSENT CALENDAR:

Agenda item #5 under Resolutions, “Amending City of Atwater Classification Plan and adopting Salary Schedule D-22, effective March 17, 2022” and Agenda item #7 under Agreements, “Awarding General Construction Contract to Don’s Mobile Glass for replacement of storefront windows at future City Hall Building” were removed from the Consent Calendar for separate discussion and possible action.

City Council Meeting Action Minutes for March 14, 2022 Page 3 MOTION: Mayor Pro Tem Cale moved to approve the Consent Calendar as amended. The motion was seconded by City Council Member Ambriz and the vote was: Ayes: Raymond, Ambriz, Cale, Creighton; Noes: None; Absent: Button. The motion passed.

WARRANTS:

1. March 14, 2022
ACTION: Approval of warrants as listed.

MINUTES: (City Council)

2. February 28, 2022 – Regular meeting
ACTION: Approval of minutes as listed.

MINUTES: (Audit and Finance Committee)

3. a) October 25, 2021 – Regular meeting
b) January 24, 2022 – Regular meeting
ACTION: Acceptance of minutes as listed.

MINUTES: (Citizens’ Oversight Committee)

4. December 14, 2021 – Special meeting
ACTION: Acceptance of minutes as listed.

RESOLUTIONS:

5. Amending City of Atwater Classification Plan and adopting Salary Schedule D-22, effective March 17, 2022 (City Manager Waterman and Deputy City Manager Del Real)
This item was removed from the Consent Calendar for separate discussion and possible action.

City Council Meeting Action Minutes for March 14, 2022 Page 4

6. Authorizing submittal of application to State of California Department of Housing and Community Development 2020/2021 HOME Investment Partnerships Program Grant, approving grant rehabilitation program guidelines, and approving Subrecipient Agreement with Self-Help Enterprises for administration and implementation of grant funds (Public Works/Community Development Director Thompson)
ACTION: Adoption of Resolution No. 3301-22 authorizing the submittal of an application in response to the 2020/2021 HOME Notice of Funding Availability for $2,000,000 to fund First-Time Homebuyer and Owner-Occupied Housing Rehabilitation Programs; adoption of Resolution No. 3302-22 approving the FirstTime Homebuyer Acquisition with rehabilitation guidelines and the OwnerOccupied Housing Rehabilitation program guidelines as presented and approved by the State of California Department of Housing and Community Development; adoption of Resolution No. 3303-22 approving a Subrecipient Agreement with Self-Help Enterprises to administer and operate the housing rehabilitation program and First-Time homebuyer acquisition only/acquisition with rehabilitation program if awarded for the 2020/2021 HOME funds; and authorizes and directs the City Manager, or her designee, to execute all grant-related documents or contracts on behalf of the City.

AGREEMENTS:

7. Awarding General Construction Contract to Don’s Mobile Glass for replacement of storefront windows at future City Hall Building (Public Works/Community Development Director Thompson)
This item was removed from the Consent Calendar for separate discussion and possible action.

8. Authorizing and approving Cooperative Purchase Agreement with Penske Chevrolet of Cerritos for purchase of a Fire Command Vehicle (CAL FIRE Battalion Chief Ayuso)
ACTION: Authorizes and approves a Cooperative Purchase of a 2023 Chevrolet Silverado, 2500 series pickup truck, in an amount not to exceed $42,719.27 with Penske Chevrolet of Cerritos; authorizes the purchase of additional safety and command equipment necessary to outfit the vehicle appropriately, in an amount not to exceed $37,280.73; and authorizes and directs the City Manager, or her designee, to execute the purchase on behalf of the City.

CLAIMS AGAINST THE CITY:

9. Claim No. 2022-3
ACTION: After consideration and investigation, it is staff’s recommendation that Claim No. 2022-3 be rejected.

City Council Meeting Action Minutes for March 14, 2022 Page 5 RESOLUTIONS:

Amending City of Atwater Classification Plan and adopting Salary Schedule D-22, effective March 17, 2022 (City Manager Waterman and Deputy City Manager Del Real) One person asked for clarification regarding the purpose of adopting Salary Schedule D-22 and its effect on the budget.

City Manager Waterman provided background information on this item and addressed concerns of the public regarding the purpose of Salary Schedule D-22 and its effect on the budget.

AGREEMENTS:

Awarding General Construction Contract to Don’s Mobile Glass for replacement of storefront windows at future City Hall Building (Public Works/Community Development Director Thompson)
One person asked for clarification regarding the total contract price.

Public Works/Community Development Director Thompson provided background information on this item and addressed concerns of the public regarding the total contract price.

MOTION: Mayor Pro Tem Cale moved to adopt Resolution No. 3300-22 amending City of Atwater Classification Plan and adopting Salary Schedule D-22, effective March 17, 2022; and to award a General Construction Contract, in a form approved by the City Attorney, to Don’s Mobile Glass of Merced, California, for the replacement of storefront windows at the future City Hall Building, in an amount not to exceed $48,947; authorizes and directs the City Manager to sign and affirm construction contract change orders up to an aggregate of $4,894.70 (10%); and authorizes and directs the City Manager, or her designee, to execute the Contract on behalf of the City. The motion was seconded by City Council Member Ambriz and the vote was: Ayes: Raymond, Ambriz, Cale; Noes:

Creighton; Absent: Button. The motion passed.

Mayor Creighton called a recess and left the meeting at 6:11 PM.

The City Council returned to the dais and Mayor Pro Tem Cale resumed the meeting at 6:14 PM.

PUBLIC HEARINGS:

Consideration of Revised City Council District Electoral Boundaries as Required by Elections Code Section 21601 (City Attorney Splendorio) City Attorney Splendorio provided background information on this item.

City Council Meeting Action Minutes for March 14, 2022 Page 6 Henry Castillo of Best Best & Krieger LLP presented a PowerPoint presentation detailing the 2021-22 redistricting process which includes City Council terms, redistricting rules and goals, existing districts and district boundaries, preeminent considerations, sources of information, and the redistricting timeline.

He also presented draft map option one and two along with their findings.

Mayor Pro Tem Cale opened the public hearing to receive public input on district boundaries.

One person asked for clarification regarding a third draft map option to keep existing districts and the purpose of redistricting.

City Attorney Splendorio addressed concerns of the public regarding the draft map options and redistricting process.

No one else came forward to speak, and Mayor Pro Tem Cale closed the public hearing.

City Council Member Ambriz, City Council Member Raymond, and Mayor Pro Tem Cale Map all spoke in favor of draft map option 1.

Adopting resolutions approving 2020 Draft Urban Water Management Plan and Water Shortage Contingency Plan (Public Works/Community Development Director Thompson)
Public Works/Community Development Director Thompson provided background information on this item.

Representatives from Black Water Consulting Engineers, Inc. presented a PowerPoint presentation detailing the 2020 Urban Water Management Plan and Water Shortage Contingency plan which includes an overview of the plans, public coordination and outreach, system description, City water demand projections, conservation target compliance, water supply and reliability, water shortage contingency plan levels, demand management measures, and of the adoption, submittal, and implementation process.

Mayor Pro Tem Cale opened the public hearing for this item.

No one came forward to speak, and Mayor Pro Tem Cale closed the public hearing.

MOTION: City Council Member Ambriz moved to adopt Resolution No. 3295-22 adopting the City of Atwater 2020 Urban Water Management Plan in accordance with the Urban Water Management Planning Act including amendments made by the Water Conservation Act of 2009 and Water Conservation Legislation of 2018; and to adopt Resolution No. 3299-22 adopting the City of Atwater Water Shortage Contingency Plan; and authorizes and directs the City Manager, or her designee,

City Council Meeting Action Minutes for March 14, 2022 Page 7 to make any necessary changes prior to submission to the California Department of Water Resources. The motion was seconded by City Council Member Raymond and the vote was: Ayes: Ambriz, Raymond, Cale; Noes: None; Absent: Button, Creighton. The motion passed.

Waiving the first reading and introducing an ordinance of the City Council adopting a Military Equipment Use Policy and adding said Policy to the Atwater Police Department Policy Manual (Police Chief Salvador)
Police Chief Salvador provided background information on this item.

Mayor Pro Tem Cale opened the public hearing for this item.

No one came forward to speak, and Mayor Pro Tem Cale closed the public hearing.

MOTION: City Council Member Raymond moved to waive the first reading and introduce Ordinance No. CS 1045 adopting a Military Equipment Use Policy and adding said Policy to the Atwater Police Department Policy Manual. The motion was seconded by City Council Member Ambriz and the vote was: Ayes: Ambriz, Raymond, Cale; Noes: None; Absent: Button, Creighton. The motion passed.

REPORTS AND PRESENTATIONS FROM STAFF:

Verbal Drought Update (Public Works/Community Development Director Thompson) Public Works/Community Development Director Thompson provided an update that a comprehensive report will be prepared on the drought conditions and impacts to the community.

Mayor Pro Tem Cale asked for clarification regarding the current drought conditions and of the impacts to the community.

Public Works/Community Development Director Thompson addressed concerns of the City Council regarding the current drought conditions and of the impacts to the community.

Police Department 2021 Annual Report (Police Chief Salvador) Police Chief Salvador presented a PowerPoint presentation and reported on the following:
 The Police Department operated with a $8.3 million budget in 2021.  For Fiscal Year 2021-22, the Police Department is funded for 25 sworn officers and 10 nonsworn officers.

City Council Meeting Action Minutes for March 14, 2022 Page 8  Compared to the national standard for the West Coast of 1.2 officers per 1,000, the Police Department’s current officer to 1,000 population ratio is .86 officers per 1,000
 The Police Department received 24,438 calls for service in 2021, which was a 5.4% increase from the numbers of calls for service in 2020. This was due to issues with homelessness, pandemic recovery, and the reinstatement of the School Resource Officers.
 There has been a 21% increase in the total Uniform Crime Reporting (UCR) reportable crimes over 2021.
 The City’s traffic collision accidents increased, and injury vehicle accidents decreased from the previous year.
 The Police Department’s School Resource Officer Program provides law enforcement services to Atwater and Buhach Colony High School.  Code Enforcement received 3,000 calls for service with a 90% compliance rate.
 The Police Department accomplished 90% of its 2019 Strategic Plan Goals through department and workspace reorganization, continued work on the fleet replacement program, and a new high tech 911 system.  2022 goals for the Police Department will be full staffing of the Investigations Unit, recruitment and retention, new strategic planning process, law enforcement reform, and expanding technology.

Waiving the first reading and introducing an ordinance of the City Council amending Section 8.16, “Solid Waste, Recyclables, and Organic Waste Collection,” of Title 8, “Health and Safety,” of the Atwater Municipal Code (Public Works/Community Development Director Thompson)
Public Works/Community Development Director Thompson and City Attorney Splendorio provided background information on this item.

One person spoke regarding issues with the City’s waste service provider regarding the disposal of organic waste and asked for clarification on contract compliance with the current waste service provider.

One person spoke regarding the need for recycling within the City and asked if this subject would be addressed at a future City Council meeting.

Public Works/Community Development Director addressed concerns of the public regarding contract compliance with the City’s current waste service provider and recycling within the City.

City Council Meeting Action Minutes for March 14, 2022 Page 9 MOTION: City Council Member Ambriz moved to waive the first reading and introduce Ordinance No. CS 1047 amending Section 8.16, “Solid Waste, Recyclables, and Organic Waste Collection,” of Title 8, “Health and Safety,” of the Atwater Municipal Code. The motion was seconded by City Council Member Raymond and the vote was: Ayes: Raymond, Ambriz, Cale; Noes: None; Absent:

Button, Creighton. The motion passed.

COMMENTS FROM THE PUBLIC:

Notice to the public was read.

One person thanked the City Council for their contributions to the community and spoke regarding the need for maintenance on Fruitland Avenue.

One person spoke regarding California Assembly Bill 1638.

CAL FIRE Battalion Chief Ayuso spoke regarding the recent passing of former CAL FIRE Captain Robert Blais. A service will be held at the Atwater Community Center on March 18, 2022 at 12:00 PM.

No one else came forward to speak.

CITY COUNCIL MATTERS:

City Council comments
City Council Member Ambriz had nothing to report.

City Council Member Raymond spoke regarding the recent passing of Sergeant Sarginson’s father and sent his condolences to his family. He also sent his condolences to the family of former CAL FIRE Captain Robert Blais and thanked Pastor Rich Miller and the community for attending City Council meetings.

Mayor Pro Tem Cale reminded the community to have a safe St. Patrick’s Day celebration, and of the 1880’s All Star Baseball Game on April 16, 2022 at Atwater Memorial Ballpark. He also spoke regarding the establishment of the Centennial Restoration Committee and of the upcoming clean-up of City landmarks for the City’s upcoming Centennial Celebration.

City Council Meeting Action Minutes for March 14, 2022 Page 10 ADJOURNMENT:

Mayor Pro Tem Cale adjourned the meeting in memory of former CAL FIRE Captain Robert Blais.

Mayor Pro Tem Cale adjourned the meeting at 7:41 PM.
________________________________

JANELL MARTIN

DEPUTY CITY CLERK
By: Leslie Thuang
Recording Secretary

CITY COUNCIL

AGENDA REPORT

MEETING DATE: March 28, 2022
TO: Mayor and City Council
FROM: Greg Thompson, Community Development Director
PREPARED BY: Christina Dyson
SUBJECT: Waiving electoral requirement for General Plan Technical Advisory Committee (Public Works/Community Development
Director Thompson)

RECOMMENDED COUNCIL ACTION
Adoption of Resolution No. 3306-22 waiving the electoral requirement for the General Plan Technical Advisory Committee in relation to the three at large, technical members.

I. BACKGROUND/ANALYSIS:

Pursuant to Government Code Section 65300 et seq., government entities, such as cities and counties, are required to adopt and administrate a comprehensive General Plan. This planning document anticipates a 20-year useful lifespan and is amended periodically.

The City of Atwater last updated and adopted its current General Plan in August of 2000. It may be considered to have served its useful life as a planning document. The City has now begun the process to update its 2000 General Plan and the technical studies associated with it.

On December 13, 2021, the City Council approved Resolution No. 3274-21 establishing the General Plan Technical Advisory Committee to assist with the City’s General Plan Update. The committee serves in an advisory capacity only; chartered to assist the City’s planning agencies in the duties set forth in the Resolution.

The City of Atwater General Plan Update is a maximum three-year process but could be less. The General Plan Technical Advisory Committee is intended to be a limitedterm committee appointed only to provide recommendations throughout the update process. At the completion of the General Plan Update, the committee will be dissolved.

The General Plan Technical Advisory Committee would consist of seven members that would be appointed by the Mayor with ratification by the City Council. The Committee

CITY COUNCIL
Paul Creighton, Mayor
Danny Ambriz Tyler Button
John Cale Brian Raymond

Agenda Report - Page 2
would consist of two (2) members from the City Council (Mayor and a City Council Member), two (2) Planning Commission members (Chairperson and a Commissioner), and three (3) Technical Members (City or non-City residents appointed by the City Council). These members are considered to be standing members.

On February 14, 2022, the City Council adopted Ordinance No. CS 1044 amending Section 2.07.010 “Commission Appointments” of the Atwater Municipal Code. This ordinance allows the City Council, by resolution, to waive the elector requirement of the General Plan Technical Advisory Committee. The Committee requires individuals with technical experience pertaining to the technical areas of the General Plan Update. The waiver of the elector requirement for this committee allows non-residents with technical expertise and background to serve on the committee.

Pursuant to this recently adopted Ordinance, Staff is recommending the City Council, by resolution, waive the elector requirement for the General Plan Technical Advisory Committee relating to the three at large members only.

II. FISCAL IMPACTS:

No fiscal impacts are anticipated by this resolution. This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

This item has been reviewed by the City Attorney’s Office.

IV. EXISTING POLICY:

Under section 5.07.010 of the A.M.C - Administration and Personnel, the City Council may, by resolution, waive the elector requirement for the General Plan Technical Advisory Committee.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

N/A
VII. PUBLIC PARTICIPATION:

The public will have an opportunity to provide comments on this item prior to City Council action.

Agenda Report - Page 3
VIII. ENVIRONMENTAL REVIEW:

Pursuant to Section 21065 of the Public Resources Code, this item is not considered a “project” in that the action would not have a direct or indirect affect to the physical environment and therefore is not subject to analysis.

IX. STEPS FOLLOWING APPROVAL:

Following approval, staff will continue recruitment of members for the General Plan Technical Advisory Committee.

Submitted by:

Greg Thompson, Public Works/Community Development Director Approved by:

Lori Waterman, City Manager
Attachments:

1. Resolution No. 3306-22 Waiving Elector Requirement for GPTAC

CITY COUNCIL
OF THE

CITY OF ATWATER
RESOLUTION NO. 3306-22

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ATWATER WAIVING THE ELECTORAL

REQUIREMENT FOR THE GENERAL PLAN

TECHNICAL ADVISORY COMMITTEE
WHEREAS, an update to the 2000 City of Atwater General Plan is necessary to keep up with the current needs of the City; and
WHEREAS, the City Council of the City of Atwater adopted Resolution No. 3274-21 establishing the General Plan Technical Advisory Committee to assist with the City of Atwater General Plan Update on December 13, 2021; and
WHEREAS, the establishment of the General Plan Technical Advisory Committee is to assist the Planning Commission with the preparation, review, revision, and update to the City of Atwater General Plan, as required by Section 65103 (a) of the Government Code; and
WHEREAS, the City of Atwater has amended its municipal code to allow for the recruitment of technical members to the General Plan Technical Advisory Committee to assist with the General Plan Update to keep up with the current needs of the City; and WHEREAS, the City Council of the City of Atwater adopted Ordinance No. CS 1044 amending section 2.07.010 “Commission Appointments” of the Atwater Municipal Code allowing the City Council, by resolution, to waive the elector requirement for the General Plan Technical Advisory Committee on February 14, 2022; and WHEREAS, the membership of this committee shall consist of two (2) City Councilmembers (the Mayor and a Council Member), two (2) Planning Commission Members (the Chairperson and a Commissioner), and three (3) technical members (City or non-City residents appointed by City Council).

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Atwater does hereby waive the elector requirement for the General Plan Technical Advisory Committee, as permitted by Atwater Municipal Code Section 2.07.010 as it is relates to the three atlarge technical members.

Resolution No. 3306-22 Page 2
The foregoing resolution is hereby adopted this 28th day of March 2022.

AYES:

NOES:

ABSENT:

APPROVED:

________________________________

PAUL CREIGHTON, MAYOR
ATTEST:
_______________________________

LUCY ARMSTRONG, CITY CLERK

CITY COUNCIL

AGENDA REPORT

MEETING DATE: March 28, 2022
TO: Mayor and City Council
FROM: Greg Thompson, Community Development Director
PREPARED BY: Christina Thurman, Executive Assistant
SUBJECT: Authorizing submittal of grant application to California Department of Parks and Recreation for Per Capita Grant Program and approving Budget Amendment establishing
revenue and expense account for Per Capita Grant
Funds (Public Works/Community Development Director
Thompson)

RECOMMENDED COUNCIL ACTION
Choose Option "A" or Option "B"; adoption of Resolution No. 3304-22 approving the submittal of grant application to California Department of Parks and Recreation for Per Capita Grant funds; adoption of Resolution No. 3305-22 approving Budget Amendment No. 26 amending Fiscal Year 2021-22 Budget to establish a revenue and expense account for Per Capita Grant funds; and authorizes and directs the the City Manager, or her designee, to serve as the City's authorized representative to execute all documents on behalf of the City.

I. BACKGROUND/ANALYSIS:

BACKGROUND:

The California Department of Parks and Recreation’s Per Capita Program originates from Proposition 68, titled The California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for All Act of 2018, placed on the ballot and approved by voters on June 5, 2018. The Per Capita Program provides funds for two programs:
the General Per Capita Program and the Urban County Per Capita Program. The City is eligible to receive funds under the General Per Capita Program.

Under the General Per Capita Program, grants funds are available to local governments for park rehabilitation, creation, and improvements on a per capita basis.

Grant recipients are encouraged to utilize awards to rehabilitate existing infrastructure and to address deficiencies in neighborhoods lacking access to the outdoors. The City of Atwater’s per capita allocation is $177,952.

CITY COUNCIL
Paul Creighton, Mayor
Danny Ambriz Tyler Button
John Cale Brian Raymond

Agenda Report - Page 2
Per Capita Program Grant Guidelines (see pages 5 & 12) (PRC §80061(c)):
 Projects must be for recreational purposes, either acquisition or development, and cannot combine both acquisition and development into one project.  Multiple projects may be completed under one contract, each project requires a separate application packet.
 A project can only have one location. One project that serves several parks is not permitted.
 Grantees must use Per Capita grant funds to supplement existing expenditures, rather than replace them.
 If a project has been approved by the governing body, and a funding source has been identified, Per Capita funds cannot be swapped in as a new funding source unless the prior funding source is applied to another recreational capital project.  Projects not serving a “severely disadvantaged community” (median household income less than 60% of the statewide average) require a 20% match.

ANALYSIS:

As part of the grant application, the City is required to submit an Authorizing Resolution from the City Council. In accordance with the Per Capita Program Procedural Guide, the Authorizing Resolution serves two purposes:

1. It is the means by which the City Council agrees to the terms of the contact, including confirmation that the City has the funding to complete, operate, and maintain projects associated with the contract; and

2. It designates a title position to represent the City Council on all matters regarding the project associated with the contract.

The City’s grant application to the California Department of Parks and Recreation will request that the City’s funding allocation of $177,952 to be applied toward the installation of a restroom facility at Osborn Park. Because Osborn Park is not listed as being in an identified disadvantaged area (median household income is less than 60% of the statewide average), a 20 % local funding match will be required as part of the program’s criteria.

Staff received two proposals for pre-cast restroom facilities. Structure Cast submitted a proposal in the amount of $98,500 for a Double ADA Gender Neutral Restroom (EXHIBIT "A") and Exeloo submitted a proposal in the amount of $198,800 for the Exeloo Jupiter 22 DD Twin cubicle restroom (EXHIBIT "B"). The overall estimated cost to complete the project is $320,280.35. The City will need to supplement the grant with approximately $177,918.75. Combined with the City's grant funding allocation of $177,952.00, minus the 20% required Local Match, for a total of $142,361.60, the City will have sufficient funds to cover the estimated project cost of $320,280.35 With the direction of City Council on the proposal that is preferred, staff will coordinate with the

Agenda Report - Page 3
vendor and prepare the necessary documents that are needed for the submission of the application.

II. FISCAL IMPACTS:

Upon adoption of Resolution No. 3305-22, Budget Amendment No. 26, there will be sufficient appropriation of $142,361.60 in the Parks and Recreation Facilities Fund, Capital Projects, Osborn Park Renovation expense account number 1020-1080-V039.

The Prop 68 Per Capita Program Grant revenue of $142,361.60 will be established in the Parks and Recreation Fund, Prop 68 Osborn Park Renovation revenue account number 1020-0000-XXXX. The remaining balance of $177,918.75 to complete the project will come from ARPA Funds, Osborn Park Renovation project account number 1010-1080-V039, sufficient funds are avaialable. This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

This item has been reviewed by the City Attorney's Office.

IV. EXISTING POLICY:

This item is consistent with goal numbers CO-9 and CO-10 of the City's 2000 General Plan, Chapter 4 Open Space and Conservation Element: to protect and enhance historical and culturally significant resources within the Planning Area; Enhance and protect the scenic resources within the City.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

The Community Development Department and the City Manager’s office are coordinating this application submittal and any other necessary grant documents needed.

VII. PUBLIC PARTICIPATION:

The public will have an opportunity to provide comments on this item up to and including during the City Council meeting when the item is read for consideration.

VIII. ENVIRONMENTAL REVIEW:

The proposed action is categorically exempt under the provisions of CEQA and the

Agenda Report - Page 4
State CEQA Guidelines. The proposed project involves the operation, maintenance, leasing, licensing or minor alteration of existing public facilities, with construction of minor appurtenant structures involving negligible or no expansion of use and no possibility of significantly impacting the physical environment. Accordingly, the proposed action qualifies under Class 1 and Class 3 Categorical Exemptions (Sections 15301 and 15303 of the State CEQA Guidelines).

IX. STEPS FOLLOWING APPROVAL:

Upon City Council's approval, the Community Development Department will coordinate with the City Manager to prepare and submit the application.

Submitted by:

Greg Thompson, Public Works/Community Development Director Approved by:

Lori Waterman, City Manager
Attachments:

1. Resolution No. 3304-22 Authorizes submittal of Grant Application CA Dept of Parks and Rec for Per Capita Grant

2. Resolution No 3305-22 Approves Budget Amendment No. 26 RE Budget Establishment in Parks and Recreation Facilities Fund

3. Per Capita Project Application Form

4. Exhibit A-Structure Cast Proposal

5. Exhibit B-Eveloo

CITY COUNCIL
OF THE

CITY OF ATWATER
RESOLUTION NO. 3304-22

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ATWATER AUTHORIZING THE

SUBMITTAL OF THE GRANT APPLICATION TO

THE CALIFORNIA DEPARTMENT OF PARKS

AND RECREATION FOR THE PER CAPITA

GRANT FUNDS
WHEREAS, the State Department of Parks and Recreation has delegated the responsibility by the Legislature of the State of California for the administration of the Per Capita Grant Program, setting up necessary procedures governing application(s); and WHEREAS, said procedures established by the State Department of Parks and Recreation require the grantee’s Governing Body to certify by resolution the approval of project application(s) before submission of said applications to the State; and WHEREAS, the grantee will enter into a contract(s) with the State of California to complete project(s).

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Atwater does hereby resolve, determine, and order as follows:

1. Approves the filing of project application(s) for Per Capita program grant project(s); and

2. Certifies that said grantee has or will have available, prior to commencement of project work utilizing Per Capita funding, sufficient funds to complete the project(s); and

3. Certifies that the grantee has or will have sufficient funds to operate and maintain the project(s), and

4. Certifies that all projects proposed will be consistent with the park and recreation element of the City of Atwater general or recreation plan (PRC §80063(a)), and

5. Certifies that these funds will be used to supplement, not supplant, local revenues in existence as of June 5, 2018 (PRC §80062(d)), and

Resolution No. 3304-22 Page 2

6. Certifies that it will comply with the provisions of §1771.5 of the State Labor Code, and

7. (PRC §80001(b)(8)(A-G)) To the extent practicable, as identified in the “Presidential Memorandum--Promoting Diversity and Inclusion in Our National Parks, National Forests, and Other Public Lands and Waters,” dated January 12, 2017, the City of Atwater will consider a range of actions that include, but are not limited to, the following:
(A) Conducting active outreach to diverse populations, particularly minority, low-income, and disabled populations and tribal communities, to increase awareness within those communities and the public generally about specific programs and opportunities.
(B) Mentoring new environmental, outdoor recreation, and conservation leaders to increase diverse representation across these areas. (C) Creating new partnerships with state, local, tribal, private, and nonprofit organizations to expand access for diverse populations. (D) Identifying and implementing improvements to existing programs to increase visitation and access by diverse populations, particularly minority, lowincome, and disabled populations and tribal communities. (E) Expanding the use of multilingual and culturally appropriate materials in public communications and educational strategies, including through social media strategies, as appropriate, that target diverse populations. (F) Developing or expanding coordinated efforts to promote youth engagement and empowerment, including fostering new partnerships with diversity-serving and youth-serving organizations, urban areas, and programs. (G) Identifying possible staff liaisons to diverse populations.

8. Agrees that to the extent practicable, the project(s) will provide workforce education and training, contractor and job opportunities for disadvantaged communities (PRC §80001(b)(5)).

9. Certifies that the grantee shall not reduce the amount of funding otherwise available to be spent on parks or other projects eligible for funds under this division in its jurisdiction. A one-time allocation of other funding that has been expended for parks or other projects, but which is not available on an ongoing basis, shall not be considered when calculating a recipient’s annual expenditures. (PRC §80062(d)).

10. Certifies that the grantee has reviewed, understands, and agrees to the General Provisions contained in the contract shown in the Procedural Guide; and

11. 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, and payment requests, which may be necessary for the completion of the grant scope(s); and

12. Agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations and guidelines.

Resolution No. 3304-22 Page 3
The foregoing resolution is hereby adopted this 28th day of March 2022.

AYES:

NOES:

ABSENT:

APPROVED:

________________________________

PAUL CREIGHTON, MAYOR
ATTEST:
_______________________________

LUCY ARMSTRONG, CITY CLERK

CITY COUNCIL
OF THE

CITY OF ATWATER
RESOLUTION NO. 3305-22

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ATWATER APPROVING BUDGET
AMENDMENT NO. 26 AMENDING FISCAL YEAR
2021-22 BUDGET REGARDING PARKS AND

RECREATION FACILITIES FUND
WHEREAS, the City Council of the City of Atwater adopted Resolution No. 3224-21 adopting the Fiscal Year 2021-22 Budget on June 14, 2021; and WHEREAS, from time to time, and in order to operate effectively, it is necessary to amend said budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Atwater does hereby approve Budget Amendment No. 26 to the Fiscal Year 2021-22 Budget as follows:

SECTION 1: Establishing budget in the Parks and Recreation Facilities (Expense and Revenue) Fund for the installation of restroom facility at Osborn Park.

Establish Budget
(Revenue)
1020-0000-XXXX Prop 68 Osborn Park
Rennovation
$142,362.00
Establish Budget
(Expense)
1020-1080-V039 Osborn Park Rennovation $142,362.00
BE IT FURTHER RESOLVED that a copy of this resolution appends to the original budget document that is available in the Finance Department and the City Clerk’s office.

The foregoing resolution is hereby adopted this 28th day of March 2022.

AYES:

NOES:

ABSENT:

Resolution No. 3305-22 Page 2
APPROVED:

________________________________

PAUL CREIGHTON, MAYOR
ATTEST:
_______________________________

LUCY ARMSTRONG, CITY CLERK

State of California – The Natural Resources Agency

DEPARTMENT OF PARKS AND RECREATION
Per Capita Project Application Form

PROJECT NAME REQUESTED GRANT AMOUNT
$
PROJECT SITE NAME and PHYSICAL ADDRESS
where PROJECT is located including zip code
(substitute latitude and longitude where no street
address is available)
MATCH AMOUNT (if project is not serving
a severely disadvantaged community)
$
LAND TENURE ( all that apply)
Owned in fee simple by GRANTEE
Available (or will be available) under
a ( ) year lease or easement

NEAREST CROSS STREET
Project Type (Check one) Acquisition Development

COUNTY OF PROJECT LOCATION

GRANTEE NAME AND MAILING ADDRESS

AUTHORIZED REPRESENTATIVE AS SHOWN IN RESOLUTION
Name (typed or printed) and Title Email address Phone
GRANT CONTACT-For administration of grant (if different from AUTHORIZED REPRESENTATIVE) Name (typed or printed) and Title Email address Phone
GRANT SCOPE: I represent and warrant that this APPLICATION PACKET describes the intended use of the requested GRANT to complete the items listed in the attached Development PROJECT Scope/Cost Estimate Form or acquisition documentation. I declare under penalty of perjury, under the laws of the State of California, that the information contained in this APPLICATION PACKET, including required attachments, is accurate.

Signature of AUTHORIZED REPRESENTATIVE as shown in Resolution Date Print Name:

Title:

CITY COUNCIL

AGENDA REPORT

MEETING DATE: March 28, 2022
TO: Mayor and City Council
FROM: Greg Thompson, Community Development Director
PREPARED BY: Christina Thurman, Executive Assistant
SUBJECT: Approving On-Call Professional Services Agreements with various consultants for Construction/Project Management Services (Public Works/Community Development Director
Thompson)

RECOMMENDED COUNCIL ACTION
Approval of Professional Services On-Call Master Agreements, in a form approved by the City Attorney, with GHD, Inc. of Fresno, California, Griffin Structures of Irvine, California, Precision Civil Engineering, Inc. of Fresno, California, Premier Management Group of Roseville, California, and Quad Knopf, Inc. of Merced, California for construction/project management services, in an amount not to exceed $200,000 per Task Order; and authorizes and directs the City Manager, or her designee, to execute the Agreements on behalf of the City.

I. BACKGROUND/ANALYSIS:

BACKGROUND:

As the City of Atwater continues to grow, and with limited in-house resources for some technical expertise, some services may be provided by a consultant or an outside vendor. The Community Development Department, from time to time, is in need of assistance in the following areas:
 Strategic Consulting
 Real Estate Consulting
 Development Management
 Financial Services
 Project Management
 Project Delivery
To improve efficiencies, including project timelines, staff prepared a Request for Qualifications for On-Call Construction Management and/or Project Management

CITY COUNCIL
Paul Creighton, Mayor
Danny Ambriz Tyler Button
John Cale Brian Raymond

Agenda Report - Page 2
Services.

On February 24, 2022, staff released a formal Request for Qualifications (RFQ’s) for on-call Construction Management and/or Project Management Services as outlined in the City's Purchasing Manual. The purpose of the request was to seek relationships and contracts for services with companies with the qualifications and requirements identified in the RFQ.

On March 14, 2022, staff reviewed the Statements of Qualifications received under the published request using a qualifications based selection process in determining which consultants to contract with on an "On-Call basis". These services will be on-call requests for various projects within the City of Atwater through the On-Call Master Agreements. The contracts will be for a period of three years, with an option of two (2) one-year extensions including any amendments for each category.

ANALYSIS:

The Master Agreements will allow the City to request the services of the retained Consultants on an individual project basis as the need arises. Prior to any work completed under the Master Agreements, the City will solicit a proposal for a specific scope of service from the retained consultants. Proposals will be evaluated based on scope, understanding and schedule. The successful proposal will be given a Task Specific Professional Services Agreement executed by the Consultant and the City once the cost fee has been negotiated.

The Master Agreements with the selected consultants will not limit the City’s ability to seek other proposals for professional services that, at the City’s sole discretion, are outside the scope, ability or availability of the currently retained consultants. The purpose of the Master Agreement arrangement is for the convenience of the City for the projects that are routine and general in nature. For specialized projects, the City may still seek a project specific RFQ.

Consultants shall provide professional services in the following categories:
 Project Management Services
 Construction Management Services
Consultants shall provide professional services to the City of Atwater on an as-needed basis (on-call). The examples of the types of projects that may require professional services under this On-Call Master Agreement may include but are not limited to:

Strategic Consulting, Real Estate Consulting, Development Management, Financial Services, Project Management, Project Delivery, Right of Way Acquisitions, and Staff Augmentation.

II. FISCAL IMPACTS:

Agenda Report - Page 3
The fiscal impacts associated with the Professional Services Agreements shall be budgeted accordingly and included in the individual project budgets. This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

This item has been reviewed by the City Attorney’s Office.

IV. EXISTING POLICY:

N/A
V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

N/A
VII. PUBLIC PARTICIPATION:

The public will have an opportunity to provide comments on this item prior to City Council action.

VIII. ENVIRONMENTAL REVIEW:

This item is not a “project” under the California Environmental Quality Act (CEQA) as professional services agreements do not cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to Public Resources Code section 21065.

IX. STEPS FOLLOWING APPROVAL:

Upon approval by City Council, the Professional Services Agreements will be executed and processed per City policies and procedures.

Submitted by:

Greg Thompson, Public Works/Community Development Director

Agenda Report - Page 4
Approved by:

Lori Waterman, City Manager
Attachments:

1. On-Call Master PSA-GHD-c1

2. On-Call Master PSA-Griffin Structures-c1

3. On-Call Master PSA-Precision-c1

4. On-Call Master PSA-Premier Management Group-c1

5. On-Call Master PSA-Quad Knopf-c1

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 1 of 16

ON-CALL PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF ATWATER AND GHD, INC (PROFESSIONAL)
THIS AGREEMENT for on-call professional services is made by and between the City of Atwater, a California municipal corporation (“City”) and GHD, INC., a California corporation (“Professional”), as of March 29, 2022 (the “Effective Date”). City and Professional shall be referred to herein separately as a “Party” and collectively as “Parties”.

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached hereto and incorporated herein as Exhibit A, and more specifically described in individual Task Orders shall which be appended to this Agreement as an exhibit (collectively, the “Services”). The first such Task Order shall be identified as Task Order No. 1 and attached as “Exhibit T-1”. Subsequent Task Orders shall be identified and appended accordingly. In the event of a conflict in or inconsistency between the terms of this Agreement and the Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date noted above and shall end on March 29,2025. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. All personnel, including those reassigned at City’s request, shall be supervised by Professional. Professional is prohibited from subcontracting this Agreement, or any part of it, unless such subcontracting is expressly approved by City in writing.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.

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1.5 Public Works Requirements. Because some of the services may include “work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,” the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code, As a result, Professional is required to comply with the provisions of the Labor Code applicable to public works.

Section 2. COMPENSATION. City hereby agrees to pay Professional for the full performance of its Services on a time and materials basis at the compensation rates specified on Exhibit B; provided, however, that total compensation for the full performance by Professional of Services under a particular Task Order shall not exceed the amount stated therein, and in no case, shall the total compensation under any particular Task Order exceed $200,000, without prior authorization from the City Manager or her designee. In the event of a conflict between this Agreement and Professional’s fee schedule regarding the amount of compensation, attached as Exhibit B, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Professional shall not bill City for duplicate services performed by more than one person.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Professional. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Professional and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs, if any, incurred prior to the invoice date. Invoices shall contain the following information:
 Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;  The beginning and ending dates of the billing period;  A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
 At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
 The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder;
 The Professional’s signature; and

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 Professional shall give separate notice to the City when the total number of hours worked by Professional and any one individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete work described in Exhibit A, if applicable.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice of any particular Task Order, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Professional on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed Twenty-Five Thousand Dollars ($25,000.00 ). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement per Task Order that shall not be exceeded.

2.7 Payment of Taxes. Professional is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Professional shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, as defined in Section 11.9.

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Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this Section, and only under the terms and conditions set forth herein.

City may furnish, at its sole discretion, physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Professional shall provide proof satisfactory to the City of such insurance that meets the requirements of this Section and under forms of insurance satisfactory in all respects and that such insurance is in effect prior to beginning work to the City. Professional shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional’s bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to the City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than TWO MILLION DOLLARS ($2,000,000) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 5 of 16
The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

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c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

4.3.2 Claims-made form. The following provisions shall also apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must purchase an extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work under this Agreement, whichever is later.
d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.

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4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance evidencing required policies delivered to Professional by the insurer, including complete copies of all endorsements attached to those certificates. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Professional beginning work, it shall not waive the Professional’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.4.4 Deductibles and Self-Insured Retentions. Professional shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Professional may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Professional procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

4.4.5 Wasting Policies. Except for Professional Liability insurance policy, no policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

4.4.6 Waiver of Subrogation. Professional hereby agrees to waive subrogration which any insurer or contractor may require from vendor by virtue of the payment of any loss. Professional agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.

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4.5 Remedies. In addition to any other remedies the City may have if Professional fails to provide or maintain any insurance policies, or policy endorsements, to the extent and within the time herein required, the City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies the City may have and are not the exclusive remedy for Professional’s breach:
 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
 Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment until Professional demonstrates compliance with the requirements hereof; and/or  Terminate this Agreement.

Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.

5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

5.2 PERS Indemnification. In the event that Professional or any employee, agent, or subcontractor of Professional providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Professional shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Professional or its employees,

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agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 6. STATUS OF PROFESSIONAL.

6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Section 1.3; however, otherwise City shall not have the right to control the means by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.

Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

Professional shall not allow any employee to become eligible for a claim for PERS benefits.

6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any

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copyright, patent or trademark law. Professional’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional, and any subcontractors, shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.

7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.

Professional shall include the provisions of this Section in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional.

Professional may cancel this Agreement upon 120 days’ prior written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Professional shall be entitled to compensation for services performed to the satisfaction of the City to the effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 11 of 16
provided to Professional or prepared by or for Professional or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Section 1.1, for up to two, one-year renewals. Any such extension shall require a written approval by the City Manager, or her designee. Any extension beyond two years shall require a written amendment to this Agreement as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.

Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.

8.6 Options upon Breach by Professional. If Professional materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement. City shall not in any manner be liable for Professional’s actual or projected lost profits had Professional completed the services required by this Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Professional pursuant to this Agreement;

8.6.3 Retain a different professional to complete the work described in Exhibit A not finished by Professional; or

8.6.4 Charge Professional the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 12 of 16
City would have paid Professional pursuant to Section 2 if Professional had completed the work.

Section 9. Confidentiality. Professional understands and agrees that, in the performance of services under this Agreement or in the contemplation thereof, Professional may have access to confidential information or other materials exempt from public disclosure, and that such information may contain sensitive or confidential data, the disclosure of which to third parties may be damaging to City (“Confidential Information”) or any third party. Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization.

Section 10. KEEPING AND STATUS OF RECORDS.

10.1 Records Created as Part of Professional’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

10.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional to this Agreement.

10.3 Inspection and Audit of Records. Any records or documents that Section 10.2 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of the City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 11. MISCELLANEOUS PROVISIONS.

11.1 Attorneys’ Fees and Costs. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the

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prevailing Party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Merced or in the United States District Court, Eastern District of California.

11.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

11.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

11.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

11.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

11.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code section 81000 et seq.

Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code sections 1090 et seq.

Professional hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code section 1090 et seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to the Professional. Professional understands that, in addition to the foregoing, it may be

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subject to criminal prosecution for a violation of Government Code section 1090 and, if applicable, will be disqualified from holding public office in the State of California.

11.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

11.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

11.10 Notices. Any written notice to Professional shall be sent to:

City of Atwater
Lori Waterman, City Manager
750 Bellevue Road
Atwater, CA 95301
[email protected]
Any written notice to City shall be sent to:

GHD, Inc
Jane Rozga, Project Director
30 River Park Place
[email protected]

11.11 Professional Seal. Where applicable in the determination of the contract administrator or when required by law, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

11.12 Integration. This Agreement, and the exhibits listed below, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Work
Exhibit B Fee Schedule

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 15 of 16

11.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

11.14 Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

11.15 Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by the state or federal law in order to enter into the Agreement have been fully complied with.

11.16 Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement.

11.17 Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

11.18 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.
[signatures on the following page]

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 16 of 16
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CITY PROFESSIONAL
____________________________ ______________________________ Lori Waterman, City Manager Jane Rozga, Project Director Attest:
____________________________
Lucy Armstrong, City Clerk
Approved as to Form:
_________________________________
Frank Splendorio, City Attorney

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 1 of 5

EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES
Consultants shall provide professional services in the following categories:
• Project Management Services
• Construction Management Services
Consultants shall provide professional services to the City of Atwater on an as needed basis (on-call). The examples of the types of projects that may require professional services under this On-Call Master Agreement includes but are not limited to: Strategic Consulting, Real Estate Consulting, Development Management, Financial Services, Project Management, Project Delivery, Right of Way Acquisitions, and Staff Augmentation.

The successful consultants will assist the City in the following proposed scope of services, but would not be limited to the following:

The successful firms shall agree to contract with the City of Atwater to provide the following services:

Scope of Services – Construction Management
Provide Construction Management Services to the City. Such services shall be performed consistent with the standard of care for professionals performing similar scopes of services. The Consultant shall, at a minimum, undertake the scope of services reasonably necessary and customarily provided by Construction Management Consultant Firms conducting business in the Merced County area to ensure that all of the City’s goals, standards, policies and procedures are adhered to over the course of the assignment.

Construction Phase duties may include:
• Ensure that contract is properly constructed and executed and issue notice to proceed. • Proactively manage change on the project.
• Review and approve contractor’s change order requests for entitlement and cost. • Manage project contingencies and allowances.
• Monitor project budget to ensure compliance with the City’s project budget. • Monitor construction schedule and report variances.
• Monitor progress of design team to ensure submittal of required documents and retrieve verification.
• Ensure that project is properly maintained in tracking software. • Review invoices for reasonableness, correctness, and appropriate charges. • Provide daily status reports in prescribed format.
• Attend weekly program meetings.
• Participate in and maintain minutes of critical construction phase meetings.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 2 of 5
• Maintain project documentation in compliance with program standards. • Facilitate the functioning of an integrated project delivery team. • Additional tasks associated with successful project management.

Closeout phase duties may include:
• Assist with final punch list and final inspections.
• Assist in review and transfer of the final warranty/guarantee. • Monitor progress of design team in submitting required closeout documentation and retrieve verification. Work with parties to ensure timely close out of projects or assist City is retaining certification for open applications.
• Assist in review and transfer of all required maintenance and operation manuals.
• Assistance with and/or coordinate moving activities with vendors, staff, others as needed to ensure smooth transition into occupancy.
• Coordinate and ensure that required training on systems and materials takes place.
• Coordinate and monitor completion of commissioning process. • Review final invoices.
• Review closeout documents.
• Reconcile expenditures and budget.
• Assist in the finalization of any outstanding contracts and claims. • Ensure that all contract deliverables have been completed and submitted to the City. • Additional tasks associated with successful project management.

Scope of Services – Project Management Services
The City is looking for a consultant to work as an extension of staff in the City’s Community Development Department. The consultant shall work alongside staff in facilities planning, project and program development, including performing a variety of tasks from analysis of Real Estate, Property Acquisition and Disposition, project planning, scoping, budget development administrative and regulatory approvals through close out, and other related tasks. Tasks may include a variety of planning, design management, oversight of construction and renovation work at facilities within the City’s boundaries.

The consultants will work as an extension of City staff to manage and develop processes, procedures and develop projects that are aligned with the goals of the City to ensure the continued progress of activities in any of the phases of planning/predesign, design, construction, close-out, review, approval and certification, and other program related activities for various projects, Scheduled Maintenance, Energy Efficiency Projects, Facility Modification Requests, Special Projects, Feasibility Studies, or other Capital Facilities project needs. They will be required to operate and comply within established protocols, policies and procedures including budget, accounting, contracting, and project management.

Planning, Preconstruction and Design Management Services may include the following and other duties and tasks as required:

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 3 of 5
• Gain familiarity with project needs, budget, and timing. • Confirm scope and program requirements.
• Real Estate Consulting, analysis of potential real estate, property acquisition and disposition, negotiations.
• Conduct meetings with site staff and design team to refine detailed scope and program, including compliance with City educational specifications and Material and Construction Standards.
• Review proposals received from design consultants for scope and reasonableness to provide recommendations to the City.
• Review proposals received from firms for preconstruction phase for scope and reasonableness to provide recommendations to the City.
• Review level of effort and associated costs for reasonableness and appropriate quantity. • Interact with design consultant as needed to obtain appropriate scope and level of effort. • Interact with construction consultant as needed to obtain appropriate scope and level of effort. • Set up a decision-making framework to ensure timely City decisions. • Ensure that project is properly set up in tracking software which may include initial project schedule and budget.
• Review invoices for reasonableness, correctness, and appropriate charges. • Provide monthly status reports in prescribed format.
• Attend project meetings., as needed.
• Participate in and maintain minutes of critical pre-design phase meetings. • Participate in the site acquisition process and/or environmental due diligence site planning as determined by the City.
• Interpret and apply California Environmental Quality Act (CEQA) guidelines. Assist with filing CEQA documents with appropriate State and County agencies; obtain land use and property data from County records.
• Participate in other meetings as required.
• Coordinate and communicate effectively with various consultants, agencies, regulatory agencies, other City employees, and/or others as needed. • Additional tasks associated with successful project management. • Develop proper scopes of work, schedules, and budgets to manage other vendors or consultants.

Design Phase duties may include:
• Monitor design phase schedule and progress throughout all phases. • Space Efficiency Studies
• Space Planning
• Review design phase submittals and recommend approval. • Monitor project budget to ensure compliance with the City’s project budget. • Monitor progress of design team to ensure submittal of required documents and retrieve verification.
• Ensure that project is properly maintained in tracking software.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 4 of 5
• Review invoices for reasonableness, correctness, and appropriate charges. • Provide weekly status reports in prescribed format.
• Attend weekly program meetings.
• Participate in and maintain minutes of critical design phase meetings. • Participate in other meetings as required.
• Assist in bidding preparation and award process.
• Participate in pre-bid meetings.
• Facilitate the functioning of an integrated project delivery team.

Additional tasks associated with successful project management.

Other duties may include:
• Provide administrative support as required, such as City Council agenda reports. • Staff Augmentation
• Provide weekly project updates.
• Update, maintain and provide timely budgets and schedules. • On-going review and/or processing of invoices to ensure timely payment as required. • Review of contracts to ensure proper execution of scope of services related to the project as required.
• Provide specialized technical support as required.
• Assist the City's construction program, ensuring compliance with legal and contractual requirements and City policies and objectives.
• Miscellaneous duties related to effective and successful project management as required. • Assist in the development and tracking of requests from the City. • Provide estimating services as required.
• Provide scheduling services as required.

Planning duties may include:
• Assist City in the development and maintenance of City standards, overseeing the process, identifying items to standardize, work with colleges to facilitate development of standards. • Refine, develop, coordinate, and establish a system of management for the implementation of a comprehensive City-wide Systems Condition Index management plan coordinated with the existing plans and reports. The goal is to have a comprehensive strategy for planning on-going routine maintenance projects at various sites that can be institutionally followed and coordinated, including a plan for assessing, developing, and managing Scheduled Maintenance projects. Work to identify the process and implement such by working with the City to understand and facilitate the execution of the plan. • Assist in contract development and standardization of forms and templates for the City to use, including any Request for Qualifications or Proposals that may still be needed to further develop projects.
• Preparation, distribution, tracking, reviewing, and awarding of any RFQ and/or RFP needed • Management and development of energy and sustainable projects to comply with State requirements and City’s sustainability plan goals.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 5 of 5
• Assist the City with securing funding for various projects. • Assist with the preparation of reports for various agencies and coordination of applications needed on behalf of the City or other documentation that may be needed. • Assist to resolve complaints and/or seek to resolve and mitigate issues that may arise on projects on behalf of the City with a variety of entities, consultants, contractors, or others that may be needed occasionally on projects.

Move Services duties may include:
• Aiding in all aspects of planning, scheduling, coordinating and execution of the physical relocation of staff, including, furniture and equipment or other physical assets. • Interacting with building users, project managers, City employees, other users, and project team members involved with moves and necessary relocations to implement construction projects or related to other capital facility projects. • Development of a Move Plan for each relocation or move that is anticipated as per the City. • Coordinate the details and planning aspects of the move from original locations to the complete set-up at the destination.
• Manage and oversee movers on the day of the scheduled moves as necessary.
• Assemble and Manage Project Team to outline Project Requirements (Kickoff meeting). • Develop a detailed implementation schedule, project budget and communications plan. • Coordinate with the Furniture Supplier insuring space efficiency. • Make recommendations with respect to existing furnishings, relocation and installation of equipment, and move phase consolidation.
• Provide inventory of said furnishings.
• Assess and determine the amount of moving supplies (i.e. boxes) needed for the move. • Work with Purchasing and other City personnel to coordinate asset management of furniture and equipment in keeping with the City’s policies and procedures. • Coordinate and supervise all aspects of interior workshop set-up, tear down, move/relocation, equipment and furniture requests as needed.
• Work and coordinate with equipment installers.
• Schedule and facilitate pre-move meetings with various stakeholders. • Work and assist City Purchasing and other City personnel with the procurement process of actual moving services (i.e. supplies and transportation) to ensure proper and adequate resources are provided to ensure a smooth move.
• Implementation of Move Plan.
• Move administration including pre-move conferencing, approvals of vendor contractor plans, pricing and schedules, facilitation of team and project staff meetings. • Project coordination and communication (signage, Department Coordination, project notes, request tracking, etc.).
• Hold meetings (with frequency to be determined with various stakeholders). • Track project expenditures against budget; review and verify contractor vendor requests for payment.

Exhibit B to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 1 of 2

EXHIBIT B

FEE SCHEDULE
Finance Class Code Name Fee Range
Technical Director $ 200.00 - $ 285.00
Professional $ 115.00 - $ 175.00
Design Technician $ 135.00 - $ 260.00
Drafting/Design $ 85.00 - $ 125.00
Business Services Manager $ 210.00 - $ 275.00
Admin Officer $ 75.00 - $ 215.00
Construction Manager $ 205.00 - $ 250.00
Engineer/Supervisor $ 150.00 - $ 200.00
Inspector/Specialist $ 80.00 - $ 165.00
Operator/Labourer $ 95.00 - $ 125.00

1. Rates are for employees of all GHD companies.

2. All travel cost will be invoiced at coach class rates. Lodging and meal expenses will be at cost unless per diem rate is negotiated.

3. Reimbursement for direct expenses incurred for proposed services, including subconsultant services, will be billed at cost plus 15%

4. GHD has implemented a system of billing for consumables on a per hour basis. Associated Project Cost (APC) is a unit cost replacing the individual tracking of some of the consumable costs directly related to projects. Each year the total consumable audited costs are compiled from our general ledger including:
• Office consumables including engineering supplies and postage • Reproduction consumable costs including equipment lease and maintenance, printing, and • Communication consumables including telephone expenses • Equipment consumable including CADD, software, and IT expenses Associated project cost (APC) will be invoiced at the following rate:
i. General Associated Project Charges APC: $6.50 / labor hour or 4% of labor costs ii. Field Services/Construction Inspector APC: $11.50 / labor hour

5. Reimbursement for vehicles used for proposed services will be at the federally approved mileage rates or at a negotiated monthly rate.

FY2022 US West Region Fee Schedule *

Exhibit B to Professional Services Agreement between March 29, 2022 City of Atwater and GHD, Inc. Page 2 of 2

6. Overtime for non-exempt employees will be charged at 1.5 times the hourly billing rate.

7. If prevailing wage are applicable, the above billing rates and APC will be adjusted proportionate to the increase in labor cost

8. The Rate Schedule is subject to change annually

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 1 of 16

ON-CALL PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF ATWATER AND GRIFFIN STRUCTURES (PROFESSIONAL) THIS AGREEMENT for on-call professional services is made by and between the City of Atwater, a California municipal corporation (“City”) and Griffin Structures, a California corporation (“Professional”), as of March 29, 2022 (the “Effective Date”). City and Professional shall be referred to herein separately as a “Party” and collectively as “Parties”.

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached hereto and incorporated herein as Exhibit A, and more specifically described in individual Task Orders shall which be appended to this Agreement as an exhibit (collectively, the “Services”). The first such Task Order shall be identified as Task Order No. 1 and attached as “Exhibit T-1”. Subsequent Task Orders shall be identified and appended accordingly. In the event of a conflict in or inconsistency between the terms of this Agreement and the Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date noted above and shall end on March 29,2025. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. All personnel, including those reassigned at City’s request, shall be supervised by Professional. Professional is prohibited from subcontracting this Agreement, or any part of it, unless such subcontracting is expressly approved by City in writing.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 2 of 16

1.5 Public Works Requirements. Because some of the services may include “work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,” the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code, As a result, Professional is required to comply with the provisions of the Labor Code applicable to public works.

Section 2. COMPENSATION. City hereby agrees to pay Professional for the full performance of its Services on a time and materials basis at the compensation rates specified on Exhibit B; provided, however, that total compensation for the full performance by Professional of Services under a particular Task Order shall not exceed the amount stated therein, and in no case, shall the total compensation under any particular Task Order exceed $200,000, without prior authorization from the City Manager or her designee. In the event of a conflict between this Agreement and Professional’s fee schedule regarding the amount of compensation, attached as Exhibit B, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Professional shall not bill City for duplicate services performed by more than one person.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Professional. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Professional and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs, if any, incurred prior to the invoice date. Invoices shall contain the following information:
 Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;  The beginning and ending dates of the billing period;  A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
 At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
 The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder;
 The Professional’s signature; and

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 3 of 16
 Professional shall give separate notice to the City when the total number of hours worked by Professional and any one individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete work described in Exhibit A, if applicable.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice of any particular Task Order, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Professional on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed Twenty-Five Thousand Dollars ($25,000.00 ). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement per Task Order that shall not be exceeded.

2.7 Payment of Taxes. Professional is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Professional shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, as defined in Section 11.9.

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Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this Section, and only under the terms and conditions set forth herein.

City may furnish, at its sole discretion, physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Professional shall provide proof satisfactory to the City of such insurance that meets the requirements of this Section and under forms of insurance satisfactory in all respects and that such insurance is in effect prior to beginning work to the City. Professional shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional’s bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to the City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than TWO MILLION DOLLARS ($2,000,000) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

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The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

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c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

4.3.2 Claims-made form. The following provisions shall also apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must purchase an extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work under this Agreement, whichever is later.
d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.

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4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance evidencing required policies delivered to Professional by the insurer, including complete copies of all endorsements attached to those certificates. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Professional beginning work, it shall not waive the Professional’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.4.4 Deductibles and Self-Insured Retentions. Professional shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Professional may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Professional procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

4.4.5 Wasting Policies. Except for Professional Liability insurance policy, no policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

4.4.6 Waiver of Subrogation. Professional hereby agrees to waive subrogration which any insurer or contractor may require from vendor by virtue of the payment of any loss. Professional agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.

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4.5 Remedies. In addition to any other remedies the City may have if Professional fails to provide or maintain any insurance policies, or policy endorsements, to the extent and within the time herein required, the City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies the City may have and are not the exclusive remedy for Professional’s breach:
 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
 Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment until Professional demonstrates compliance with the requirements hereof; and/or  Terminate this Agreement.

Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.

5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

5.2 PERS Indemnification. In the event that Professional or any employee, agent, or subcontractor of Professional providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Professional shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Professional or its employees,

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agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 6. STATUS OF PROFESSIONAL.

6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Section 1.3; however, otherwise City shall not have the right to control the means by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.

Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

Professional shall not allow any employee to become eligible for a claim for PERS benefits.

6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any

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copyright, patent or trademark law. Professional’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional, and any subcontractors, shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.

7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.

Professional shall include the provisions of this Section in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional.

Professional may cancel this Agreement upon 120 days’ prior written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Professional shall be entitled to compensation for services performed to the satisfaction of the City to the effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials

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provided to Professional or prepared by or for Professional or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Section 1.1, for up to two, one-year renewals. Any such extension shall require a written approval by the City Manager, or her designee. Any extension beyond two years shall require a written amendment to this Agreement as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.

Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.

8.6 Options upon Breach by Professional. If Professional materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement. City shall not in any manner be liable for Professional’s actual or projected lost profits had Professional completed the services required by this Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Professional pursuant to this Agreement;

8.6.3 Retain a different professional to complete the work described in Exhibit A not finished by Professional; or

8.6.4 Charge Professional the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that

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City would have paid Professional pursuant to Section 2 if Professional had completed the work.

Section 9. Confidentiality. Professional understands and agrees that, in the performance of services under this Agreement or in the contemplation thereof, Professional may have access to confidential information or other materials exempt from public disclosure, and that such information may contain sensitive or confidential data, the disclosure of which to third parties may be damaging to City (“Confidential Information”) or any third party. Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization.

Section 10. KEEPING AND STATUS OF RECORDS.

10.1 Records Created as Part of Professional’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

10.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional to this Agreement.

10.3 Inspection and Audit of Records. Any records or documents that Section 10.2 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of the City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 11. MISCELLANEOUS PROVISIONS.

11.1 Attorneys’ Fees and Costs. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the

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prevailing Party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Merced or in the United States District Court, Eastern District of California.

11.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

11.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

11.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

11.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

11.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code section 81000 et seq.

Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code sections 1090 et seq.

Professional hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code section 1090 et seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to the Professional. Professional understands that, in addition to the foregoing, it may be

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subject to criminal prosecution for a violation of Government Code section 1090 and, if applicable, will be disqualified from holding public office in the State of California.

11.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

11.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

11.10 Notices. Any written notice to Professional shall be sent to:

City of Atwater
Lori Waterman, City Manager
750 Bellevue Road
Atwater, CA 95301
[email protected]
Any written notice to City shall be sent to:

Griffin Structures
Roger Torriero, Principal
1 Technology Drive Building, Suite 829
Irvine, CA 92618

11.11 Professional Seal. Where applicable in the determination of the contract administrator or when required by law, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

11.12 Integration. This Agreement, and the exhibits listed below, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Work
Exhibit B Fee Schedule

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11.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

11.14 Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

11.15 Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by the state or federal law in order to enter into the Agreement have been fully complied with.

11.16 Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement.

11.17 Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

11.18 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.
[signatures on the following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CITY PROFESSIONAL
____________________________ ______________________________ Lori Waterman, City Manager Roger Torriero, Principal
Attest:
____________________________
Lucy Armstrong, City Clerk
Approved as to Form:
_________________________________
Frank Splendorio, City Attorney

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EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES
Consultants shall provide professional services in the following categories:
• Project Management Services
• Construction Management Services
Consultants shall provide professional services to the City of Atwater on an as needed basis (on-call). The examples of the types of projects that may require professional services under this On-Call Master Agreement includes but are not limited to: Strategic Consulting, Real Estate Consulting, Development Management, Financial Services, Project Management, Project Delivery, Right of Way Acquisitions, and Staff Augmentation.

The successful consultants will assist the City in the following proposed scope of services, but would not be limited to the following:

The successful firms shall agree to contract with the City of Atwater to provide the following services:

Scope of Services – Construction Management
Provide Construction Management Services to the City. Such services shall be performed consistent with the standard of care for professionals performing similar scopes of services. The Consultant shall, at a minimum, undertake the scope of services reasonably necessary and customarily provided by Construction Management Consultant Firms conducting business in the Merced County area to ensure that all of the City’s goals, standards, policies and procedures are adhered to over the course of the assignment.

Construction Phase duties may include:
• Ensure that contract is properly constructed and executed and issue notice to proceed. • Proactively manage change on the project.
• Review and approve contractor’s change order requests for entitlement and cost. • Manage project contingencies and allowances.
• Monitor project budget to ensure compliance with the City’s project budget. • Monitor construction schedule and report variances.
• Monitor progress of design team to ensure submittal of required documents and retrieve verification.
• Ensure that project is properly maintained in tracking software. • Review invoices for reasonableness, correctness, and appropriate charges. • Provide daily status reports in prescribed format.
• Attend weekly program meetings.
• Participate in and maintain minutes of critical construction phase meetings.

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• Maintain project documentation in compliance with program standards. • Facilitate the functioning of an integrated project delivery team. • Additional tasks associated with successful project management.

Closeout phase duties may include:
• Assist with final punch list and final inspections.
• Assist in review and transfer of the final warranty/guarantee. • Monitor progress of design team in submitting required closeout documentation and retrieve verification. Work with parties to ensure timely close out of projects or assist City is retaining certification for open applications.
• Assist in review and transfer of all required maintenance and operation manuals.
• Assistance with and/or coordinate moving activities with vendors, staff, others as needed to ensure smooth transition into occupancy.
• Coordinate and ensure that required training on systems and materials takes place.
• Coordinate and monitor completion of commissioning process. • Review final invoices.
• Review closeout documents.
• Reconcile expenditures and budget.
• Assist in the finalization of any outstanding contracts and claims. • Ensure that all contract deliverables have been completed and submitted to the City. • Additional tasks associated with successful project management.

Scope of Services – Project Management Services
The City is looking for a consultant to work as an extension of staff in the City’s Community Development Department. The consultant shall work alongside staff in facilities planning, project and program development, including performing a variety of tasks from analysis of Real Estate, Property Acquisition and Disposition, project planning, scoping, budget development administrative and regulatory approvals through close out, and other related tasks. Tasks may include a variety of planning, design management, oversight of construction and renovation work at facilities within the City’s boundaries.

The consultants will work as an extension of City staff to manage and develop processes, procedures and develop projects that are aligned with the goals of the City to ensure the continued progress of activities in any of the phases of planning/predesign, design, construction, close-out, review, approval and certification, and other program related activities for various projects, Scheduled Maintenance, Energy Efficiency Projects, Facility Modification Requests, Special Projects, Feasibility Studies, or other Capital Facilities project needs. They will be required to operate and comply within established protocols, policies and procedures including budget, accounting, contracting, and project management.

Planning, Preconstruction and Design Management Services may include the following and other duties and tasks as required:

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 3 of 5
• Gain familiarity with project needs, budget, and timing. • Confirm scope and program requirements.
• Real Estate Consulting, analysis of potential real estate, property acquisition and disposition, negotiations.
• Conduct meetings with site staff and design team to refine detailed scope and program, including compliance with City educational specifications and Material and Construction Standards.
• Review proposals received from design consultants for scope and reasonableness to provide recommendations to the City.
• Review proposals received from firms for preconstruction phase for scope and reasonableness to provide recommendations to the City.
• Review level of effort and associated costs for reasonableness and appropriate quantity. • Interact with design consultant as needed to obtain appropriate scope and level of effort. • Interact with construction consultant as needed to obtain appropriate scope and level of effort. • Set up a decision-making framework to ensure timely City decisions. • Ensure that project is properly set up in tracking software which may include initial project schedule and budget.
• Review invoices for reasonableness, correctness, and appropriate charges. • Provide monthly status reports in prescribed format.
• Attend project meetings., as needed.
• Participate in and maintain minutes of critical pre-design phase meetings. • Participate in the site acquisition process and/or environmental due diligence site planning as determined by the City.
• Interpret and apply California Environmental Quality Act (CEQA) guidelines. Assist with filing CEQA documents with appropriate State and County agencies; obtain land use and property data from County records.
• Participate in other meetings as required.
• Coordinate and communicate effectively with various consultants, agencies, regulatory agencies, other City employees, and/or others as needed. • Additional tasks associated with successful project management. • Develop proper scopes of work, schedules, and budgets to manage other vendors or consultants.

Design Phase duties may include:
• Monitor design phase schedule and progress throughout all phases. • Space Efficiency Studies
• Space Planning
• Review design phase submittals and recommend approval. • Monitor project budget to ensure compliance with the City’s project budget. • Monitor progress of design team to ensure submittal of required documents and retrieve verification.
• Ensure that project is properly maintained in tracking software. • Review invoices for reasonableness, correctness, and appropriate charges. • Provide weekly status reports in prescribed format.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 4 of 5
• Attend weekly program meetings.
• Participate in and maintain minutes of critical design phase meetings. • Participate in other meetings as required.
• Assist in bidding preparation and award process.
• Participate in pre-bid meetings.
• Facilitate the functioning of an integrated project delivery team.

Additional tasks associated with successful project management.

Other duties may include:
• Provide administrative support as required, such as City Council agenda reports. • Staff Augmentation
• Provide weekly project updates.
• Update, maintain and provide timely budgets and schedules. • On-going review and/or processing of invoices to ensure timely payment as required. • Review of contracts to ensure proper execution of scope of services related to the project as required.
• Provide specialized technical support as required.
• Assist the City's construction program, ensuring compliance with legal and contractual requirements and City policies and objectives.
• Miscellaneous duties related to effective and successful project management as required. • Assist in the development and tracking of requests from the City. • Provide estimating services as required.
• Provide scheduling services as required.

Planning duties may include:
• Assist City in the development and maintenance of City standards, overseeing the process, identifying items to standardize, work with colleges to facilitate development of standards. • Refine, develop, coordinate, and establish a system of management for the implementation of a comprehensive City-wide Systems Condition Index management plan coordinated with the existing plans and reports. The goal is to have a comprehensive strategy for planning on-going routine maintenance projects at various sites that can be institutionally followed and coordinated, including a plan for assessing, developing, and managing Scheduled Maintenance projects. Work to identify the process and implement such by working with the City to understand and facilitate the execution of the plan. • Assist in contract development and standardization of forms and templates for the City to use, including any Request for Qualifications or Proposals that may still be needed to further develop projects.
• Preparation, distribution, tracking, reviewing, and awarding of any RFQ and/or RFP needed • Management and development of energy and sustainable projects to comply with State requirements and City’s sustainability plan goals.
• Assist the City with securing funding for various projects. • Assist with the preparation of reports for various agencies and coordination of applications needed on behalf of the City or other documentation that may be needed.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 5 of 5
• Assist to resolve complaints and/or seek to resolve and mitigate issues that may arise on projects on behalf of the City with a variety of entities, consultants, contractors, or others that may be needed occasionally on projects.

Move Services duties may include:
• Aiding in all aspects of planning, scheduling, coordinating and execution of the physical relocation of staff, including, furniture and equipment or other physical assets. • Interacting with building users, project managers, City employees, other users, and project team members involved with moves and necessary relocations to implement construction projects or related to other capital facility projects. • Development of a Move Plan for each relocation or move that is anticipated as per the City. • Coordinate the details and planning aspects of the move from original locations to the complete set-up at the destination.
• Manage and oversee movers on the day of the scheduled moves as necessary.
• Assemble and Manage Project Team to outline Project Requirements (Kickoff meeting). • Develop a detailed implementation schedule, project budget and communications plan. • Coordinate with the Furniture Supplier insuring space efficiency. • Make recommendations with respect to existing furnishings, relocation and installation of equipment, and move phase consolidation.
• Provide inventory of said furnishings.
• Assess and determine the amount of moving supplies (i.e. boxes) needed for the move. • Work with Purchasing and other City personnel to coordinate asset management of furniture and equipment in keeping with the City’s policies and procedures. • Coordinate and supervise all aspects of interior workshop set-up, tear down, move/relocation, equipment and furniture requests as needed.
• Work and coordinate with equipment installers.
• Schedule and facilitate pre-move meetings with various stakeholders. • Work and assist City Purchasing and other City personnel with the procurement process of actual moving services (i.e. supplies and transportation) to ensure proper and adequate resources are provided to ensure a smooth move.
• Implementation of Move Plan.
• Move administration including pre-move conferencing, approvals of vendor contractor plans, pricing and schedules, facilitation of team and project staff meetings. • Project coordination and communication (signage, Department Coordination, project notes, request tracking, etc.).
• Hold meetings (with frequency to be determined with various stakeholders). • Track project expenditures against budget; review and verify contractor vendor requests for payment.

Exhibit B to Professional Services Agreement between March 29, 2022 City of Atwater and Griffin Structures Page 1 of 2

EXHIBIT B

FEE SCHEDULE

F E E S
Please find our hourly rates below for the City of Atwater. Rates include labor base rate, base rate direct costs, overhead, and fee. Hourly rates are valid through December 2022 and will escalate by CPI annually thereafter.

Principal in Charge $240
Project Management $220
Construction Management $195
Strategic Consulting $210
Real Estate Consulting $195
Staff Augmentation $195

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 1 of 16

ON-CALL PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF ATWATER AND PRECISION CIVIL ENGINEERING, INC. (PROFESSIONAL) THIS AGREEMENT for on-call professional services is made by and between the City of Atwater, a California municipal corporation (“City”) and Precision Civil Engineering Inc., a California corporation (“Professional”) as of March 29, 2022 (the “Effective Date”). City and Professional shall be referred to herein separately as a “Party” and collectively as “Parties”.

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached hereto and incorporated herein as Exhibit A, and more specifically described in individual Task Orders shall which be appended to this Agreement as an exhibit (collectively, the “Services”). The first such Task Order shall be identified as Task Order No. 1 and attached as “Exhibit T-1”. Subsequent Task Orders shall be identified and appended accordingly. In the event of a conflict in or inconsistency between the terms of this Agreement and the Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date noted above and shall end on March 29,2025. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. All personnel, including those reassigned at City’s request, shall be supervised by Professional. Professional is prohibited from subcontracting this Agreement, or any part of it, unless such subcontracting is expressly approved by City in writing.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 2 of 16

1.5 Public Works Requirements. Because some of the services may include “work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,” the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code, As a result, Professional is required to comply with the provisions of the Labor Code applicable to public works.

Section 2. COMPENSATION. City hereby agrees to pay Professional for the full performance of its Services on a time and materials basis at the compensation rates specified on Exhibit B; provided, however, that total compensation for the full performance by Professional of Services under a particular Task Order shall not exceed the amount stated therein, and in no case, shall the total compensation under any particular Task Order exceed $200,000, without prior authorization from the City Manager or her designee. In the event of a conflict between this Agreement and Professional’s fee schedule regarding the amount of compensation, attached as Exhibit B, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Professional shall not bill City for duplicate services performed by more than one person.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Professional. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Professional and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs, if any, incurred prior to the invoice date. Invoices shall contain the following information:
 Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;  The beginning and ending dates of the billing period;  A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
 At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
 The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder;
 The Professional’s signature; and

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 3 of 16  Professional shall give separate notice to the City when the total number of hours worked by Professional and any one individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete work described in Exhibit A, if applicable.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

2.3 Final Payment. City shall pay the last five percent (5%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice of any particular Task Order, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Professional on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed Twenty-Five Thousand Dollars ($25,000.00 ). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement per Task Order that shall not be exceeded.

2.7 Payment of Taxes. Professional is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Professional shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, as defined in Section 11.9.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 4 of 16 Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this Section, and only under the terms and conditions set forth herein.

City may furnish, at its sole discretion, physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Professional shall provide proof satisfactory to the City of such insurance that meets the requirements of this Section and under forms of insurance satisfactory in all respects and that such insurance is in effect prior to beginning work to the City. Professional shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional’s bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to the City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than TWO MILLION DOLLARS ($2,000,000) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 5 of 16 The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 6 of 16 c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

4.3.2 Claims-made form. The following provisions shall also apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must purchase an extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work under this Agreement, whichever is later.
d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 7 of 16

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance evidencing required policies delivered to Professional by the insurer, including complete copies of all endorsements attached to those certificates. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Professional beginning work, it shall not waive the Professional’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.4.4 Deductibles and Self-Insured Retentions. Professional shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Professional may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Professional procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

4.4.5 Wasting Policies. Except for Professional Liability insurance policy, no policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

4.4.6 Waiver of Subrogation. Professional hereby agrees to waive subrogration which any insurer or contractor may require from vendor by virtue of the payment of any loss. Professional agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 8 of 16

4.5 Remedies. In addition to any other remedies the City may have if Professional fails to provide or maintain any insurance policies, or policy endorsements, to the extent and within the time herein required, the City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies the City may have and are not the exclusive remedy for Professional’s breach:
 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
 Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment until Professional demonstrates compliance with the requirements hereof; and/or  Terminate this Agreement.

Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.

5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

5.2 PERS Indemnification. In the event that Professional or any employee, agent, or subcontractor of Professional providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Professional shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Professional or its employees,

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 9 of 16 agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 6. STATUS OF PROFESSIONAL.

6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Section 1.3; however, otherwise City shall not have the right to control the means by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.

Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

Professional shall not allow any employee to become eligible for a claim for PERS benefits.

6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 10 of 16 but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Professional’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional, and any subcontractors, shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.

7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.

Professional shall include the provisions of this Section in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional.

Professional may cancel this Agreement upon 120 days’ prior written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Professional shall be entitled to compensation for services performed to the satisfaction of the City to the effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 11 of 16 documents, photographs, computer software, video and audio tapes, and other materials provided to Professional or prepared by or for Professional or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Section 1.1, for up to two, one-year renewals. Any such extension shall require a written approval by the City Manager, or her designee. Any extension beyond two years shall require a written amendment to this Agreement as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.

Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.

8.6 Options upon Breach by Professional. If Professional materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement. City shall not in any manner be liable for Professional’s actual or projected lost profits had Professional completed the services required by this Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Professional pursuant to this Agreement;

8.6.3 Retain a different professional to complete the work described in Exhibit A not finished by Professional; or

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 12 of 16

8.6.4 Charge Professional the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Professional pursuant to Section 2 if Professional had completed the work.

Section 9. Confidentiality. Professional understands and agrees that, in the performance of services under this Agreement or in the contemplation thereof, Professional may have access to confidential information or other materials exempt from public disclosure, and that such information may contain sensitive or confidential data, the disclosure of which to third parties may be damaging to City (“Confidential Information”) or any third party. Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization.

Section 10. KEEPING AND STATUS OF RECORDS.

10.1 Records Created as Part of Professional’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

10.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional to this Agreement.

10.3 Inspection and Audit of Records. Any records or documents that Section 10.2 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of the City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 11. MISCELLANEOUS PROVISIONS.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 13 of 16

11.1 Attorneys’ Fees and Costs. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Merced or in the United States District Court, Eastern District of California.

11.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

11.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

11.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

11.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

11.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code section 81000 et seq.

Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code sections 1090 et seq.

Professional hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code section 1090 et seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 14 of 16 the Professional. Professional understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code section 1090 and, if applicable, will be disqualified from holding public office in the State of California.

11.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

11.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

11.10 Notices. Any written notice to Professional shall be sent to:

City of Atwater
Lori Waterman, City Manager
750 Bellevue Road
Atwater, CA 95301
[email protected]
Any written notice to City shall be sent to:

Precision Civil Engineering, Inc.

Edward D. Dunkel, Jr., President
1234 O Street
Fresno, CA 93721
[email protected]

11.11 Professional Seal. Where applicable in the determination of the contract administrator or when required by law, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

11.12 Integration. This Agreement, and the exhibits listed below, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Work
Exhibit B Fee Schedule

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 15 of 16

11.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

11.14 Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

11.15 Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by the state or federal law in order to enter into the Agreement have been fully complied with.

11.16 Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement.

11.17 Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

11.18 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.
[signatures on the following page]

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc. Page 16 of 16 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CITY PROFESSIONAL
____________________________ ______________________________ Lori Waterman, City Manager Edward D. Dunkel, Jr.-President Attest:
____________________________
Lucy Armstrong, City Clerk
Approved as to Form:
_________________________________
Frank Splendorio, City Attorney

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES
Consultants shall provide professional services in the following categories:
• Project Management Services
• Construction Management Services
Consultants shall provide professional services to the City of Atwater on an as needed basis (on-call). The examples of the types of projects that may require professional services under this On-Call Master Agreement includes but are not limited to: Strategic Consulting, Real Estate Consulting, Development Management, Financial Services, Project Management, Project Delivery, Right of Way Acquisitions, and Staff Augmentation.

The successful consultants will assist the City in the following proposed scope of services, but would not be limited to the following:

The successful firms shall agree to contract with the City of Atwater to provide the following services:

Scope of Services – Construction Management
Provide Construction Management Services to the City. Such services shall be performed consistent with the standard of care for professionals performing similar scopes of services. The Consultant shall, at a minimum, undertake the scope of services reasonably necessary and customarily provided by Construction Management Consultant Firms conducting business in the Merced County area to ensure that all of the City’s goals, standards, policies and procedures are adhered to over the course of the assignment.

Construction Phase duties may include:
• Ensure that contract is properly constructed and executed and issue notice to proceed. • Proactively manage change on the project.
• Review and approve contractor’s change order requests for entitlement and cost. • Manage project contingencies and allowances.
• Monitor project budget to ensure compliance with the City’s project budget. • Monitor construction schedule and report variances.
• Monitor progress of design team to ensure submittal of required documents and retrieve verification.
• Ensure that project is properly maintained in tracking software. • Review invoices for reasonableness, correctness, and appropriate charges. • Provide daily status reports in prescribed format.
• Attend weekly program meetings.
• Participate in and maintain minutes of critical construction phase meetings.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

• Maintain project documentation in compliance with program standards. • Facilitate the functioning of an integrated project delivery team. • Additional tasks associated with successful project management.

Closeout phase duties may include:
• Assist with final punch list and final inspections.
• Assist in review and transfer of the final warranty/guarantee. • Monitor progress of design team in submitting required closeout documentation and retrieve verification. Work with parties to ensure timely close out of projects or assist City is retaining certification for open applications.
• Assist in review and transfer of all required maintenance and operation manuals.
• Assistance with and/or coordinate moving activities with vendors, staff, others as needed to ensure smooth transition into occupancy.
• Coordinate and ensure that required training on systems and materials takes place.
• Coordinate and monitor completion of commissioning process. • Review final invoices.
• Review closeout documents.
• Reconcile expenditures and budget.
• Assist in the finalization of any outstanding contracts and claims. • Ensure that all contract deliverables have been completed and submitted to the City. • Additional tasks associated with successful project management.

Scope of Services – Project Management Services
The City is looking for a consultant to work as an extension of staff in the City’s Community Development Department. The consultant shall work alongside staff in facilities planning, project and program development, including performing a variety of tasks from analysis of Real Estate, Property Acquisition and Disposition, project planning, scoping, budget development administrative and regulatory approvals through close out, and other related tasks. Tasks may include a variety of planning, design management, oversight of construction and renovation work at facilities within the City’s boundaries.

The consultants will work as an extension of City staff to manage and develop processes, procedures and develop projects that are aligned with the goals of the City to ensure the continued progress of activities in any of the phases of planning/predesign, design, construction, close-out, review, approval and certification, and other program related activities for various projects, Scheduled Maintenance, Energy Efficiency Projects, Facility Modification Requests, Special Projects, Feasibility Studies, or other Capital Facilities project needs. They will be required to operate and comply within established protocols, policies and procedures including budget, accounting, contracting, and project management.

Planning, Preconstruction and Design Management Services may include the following and other duties and tasks as required:

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

• Gain familiarity with project needs, budget, and timing. • Confirm scope and program requirements.
• Real Estate Consulting, analysis of potential real estate, property acquisition and disposition, negotiations.
• Conduct meetings with site staff and design team to refine detailed scope and program, including compliance with City educational specifications and Material and Construction Standards.
• Review proposals received from design consultants for scope and reasonableness to provide recommendations to the City.
• Review proposals received from firms for preconstruction phase for scope and reasonableness to provide recommendations to the City.
• Review level of effort and associated costs for reasonableness and appropriate quantity. • Interact with design consultant as needed to obtain appropriate scope and level of effort. • Interact with construction consultant as needed to obtain appropriate scope and level of effort. • Set up a decision-making framework to ensure timely City decisions. • Ensure that project is properly set up in tracking software which may include initial project schedule and budget.
• Review invoices for reasonableness, correctness, and appropriate charges. • Provide monthly status reports in prescribed format.
• Attend project meetings., as needed.
• Participate in and maintain minutes of critical pre-design phase meetings. • Participate in the site acquisition process and/or environmental due diligence site planning as determined by the City.
• Interpret and apply California Environmental Quality Act (CEQA) guidelines. Assist with filing CEQA documents with appropriate State and County agencies; obtain land use and property data from County records.
• Participate in other meetings as required.
• Coordinate and communicate effectively with various consultants, agencies, regulatory agencies, other City employees, and/or others as needed. • Additional tasks associated with successful project management. • Develop proper scopes of work, schedules, and budgets to manage other vendors or consultants.

Design Phase duties may include:
• Monitor design phase schedule and progress throughout all phases. • Space Efficiency Studies
• Space Planning
• Review design phase submittals and recommend approval. • Monitor project budget to ensure compliance with the City’s project budget. • Monitor progress of design team to ensure submittal of required documents and retrieve verification.
• Ensure that project is properly maintained in tracking software.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

• Review invoices for reasonableness, correctness, and appropriate charges. • Provide weekly status reports in prescribed format.
• Attend weekly program meetings.
• Participate in and maintain minutes of critical design phase meetings. • Participate in other meetings as required.
• Assist in bidding preparation and award process.
• Participate in pre-bid meetings.
• Facilitate the functioning of an integrated project delivery team.

Additional tasks associated with successful project management.

Other duties may include:
• Provide administrative support as required, such as City Council agenda reports. • Staff Augmentation
• Provide weekly project updates.
• Update, maintain and provide timely budgets and schedules. • On-going review and/or processing of invoices to ensure timely payment as required. • Review of contracts to ensure proper execution of scope of services related to the project as required.
• Provide specialized technical support as required.
• Assist the City's construction program, ensuring compliance with legal and contractual requirements and City policies and objectives.
• Miscellaneous duties related to effective and successful project management as required. • Assist in the development and tracking of requests from the City. • Provide estimating services as required.
• Provide scheduling services as required.

Planning duties may include:
• Assist City in the development and maintenance of City standards, overseeing the process, identifying items to standardize, work with colleges to facilitate development of standards. • Refine, develop, coordinate, and establish a system of management for the implementation of a comprehensive City-wide Systems Condition Index management plan coordinated with the existing plans and reports. The goal is to have a comprehensive strategy for planning on-going routine maintenance projects at various sites that can be institutionally followed and coordinated, including a plan for assessing, developing, and managing Scheduled Maintenance projects. Work to identify the process and implement such by working with the City to understand and facilitate the execution of the plan. • Assist in contract development and standardization of forms and templates for the City to use, including any Request for Qualifications or Proposals that may still be needed to further develop projects.
• Preparation, distribution, tracking, reviewing, and awarding of any RFQ and/or RFP needed • Management and development of energy and sustainable projects to comply with State requirements and City’s sustainability plan goals.

Exhibit A to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

• Assist the City with securing funding for various projects. • Assist with the preparation of reports for various agencies and coordination of applications needed on behalf of the City or other documentation that may be needed. • Assist to resolve complaints and/or seek to resolve and mitigate issues that may arise on projects on behalf of the City with a variety of entities, consultants, contractors, or others that may be needed occasionally on projects.

Move Services duties may include:
• Aiding in all aspects of planning, scheduling, coordinating and execution of the physical relocation of staff, including, furniture and equipment or other physical assets. • Interacting with building users, project managers, City employees, other users, and project team members involved with moves and necessary relocations to implement construction projects or related to other capital facility projects. • Development of a Move Plan for each relocation or move that is anticipated as per the City. • Coordinate the details and planning aspects of the move from original locations to the complete set-up at the destination.
• Manage and oversee movers on the day of the scheduled moves as necessary.
• Assemble and Manage Project Team to outline Project Requirements (Kickoff meeting). • Develop a detailed implementation schedule, project budget and communications plan. • Coordinate with the Furniture Supplier insuring space efficiency. • Make recommendations with respect to existing furnishings, relocation and installation of equipment, and move phase consolidation.
• Provide inventory of said furnishings.
• Assess and determine the amount of moving supplies (i.e. boxes) needed for the move. • Work with Purchasing and other City personnel to coordinate asset management of furniture and equipment in keeping with the City’s policies and procedures. • Coordinate and supervise all aspects of interior workshop set-up, tear down, move/relocation, equipment and furniture requests as needed.
• Work and coordinate with equipment installers.
• Schedule and facilitate pre-move meetings with various stakeholders. • Work and assist City Purchasing and other City personnel with the procurement process of actual moving services (i.e. supplies and transportation) to ensure proper and adequate resources are provided to ensure a smooth move.
• Implementation of Move Plan.
• Move administration including pre-move conferencing, approvals of vendor contractor plans, pricing and schedules, facilitation of team and project staff meetings. • Project coordination and communication (signage, Department Coordination, project notes, request tracking, etc.).
• Hold meetings (with frequency to be determined with various stakeholders). • Track project expenditures against budget; review and verify contractor vendor requests for payment.

Exhibit B to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

EXHIBIT B

FEE SCHEDULE
The Firm (Precision Civil Engineering, Inc.) shall perform the services outlined in this agreement for the stated fee arrangement.

ACCESS TO SITE: Unless otherwise stated, the Firm will have access to the site for activities necessary for the performance of the services. The firm will take precautions to minimize damage due to these activities but have not included in the fee the cost of restoration of any resulting damage.

FEE:The total fee, if stated, shall be understood to be an estimate, and shall not be exceeded by more than ten percent without written approval of the client. Where the fee arrangement is to be an hourly basis, the rates shall be those that prevail at the time services are rendered. The 2022 rates are provided below.

Reimbursable expenses are to be billed separately, if applicable.

Senior Principal/Principal $ 250.00/Hr.

Senior Entitlement Manager/Planner $ 215.00/Hr. 3-Man Survey Crew or GPS $ 275.00/Hr.

Project Manager/Licensed Civil Engineer $ 220.00/Hr. 2-Man Survey Crew or Robotic $ 230.00/Hr.

Project Engineer II $ 165.00/Hr. 1-Man Survey Crew $ 200.00/Hr.

Project Engineer I $ 145.00/Hr. 3-Man Survey Crew or GPS (Prevailing) $ 395.00/Hr.* Senior CAD Technician $ 130.00/Hr. 2-Man Survey Crew or Robotic (Prevailing) $ 335.00/Hr.* CAD Technician II $ 105.00/Hr. 1-Man Survey Crew (Prevailing) $ 225.00/Hr.* CAD Technician I $ 105.00/Hr. Landscape Architect $ 180.00/Hr.

Senior Designer/Professional Engineer $ 240.00/Hr. Environmental Specialist $ 140.00/Hr.

Senior Planner $ 160.00/Hr. Biologist $ 170.00/Hr.

Senior Associate Planner $ 120.00/Hr. Senior Construction Manager $ 220.00/Hr.

Associate Planner $ 110.00/Hr. Construction Manager $ 160.00/Hr.

Assistant Planner $ 100.00/Hr. Construction Inspector $ 140.00/Hr.

Survey Manager $ 180.00/Hr. QSP Trained Inspector $ 135.00/Hr.

Professional Licensed Surveyor $ 215.00/Hr. Expert Witness (Deposition) $ 340.00/Hr.

Project Surveyor/LSIT $ 160.00/Hr. Expert Witness (Trial) $ 420.00/Hr.

Technical Analyst/GIS Specialist $ 150.00/Hr. Clerical $ 80.00/Hr.

High-Definition Scanner $ 285.00/Hr. Mileage $ 0.700/Mile Registration/Fly-Through $ 140.00/Hr.
*Rates denote prevailing wage rate.

BILLINGS/PAYMENTS/LATE PAYMENTS:

In the event that the Client fails to pay any invoice of the Firm within forty-five (45) days of its receipt, such invoice shall bear interest at ten percent (10%) per annum until paid. Further, in the event that the Client fails to pay any invoice of the Firm within forty-five (45) days of its receipt, the Firm shall have the right to immediately suspend all further work until such invoice is paid. The Firm’s decision to suspend work on account of the Client failure to timely pay any invoice shall not constitute a breach or default of any agreement between the Firm and the Client. In addition, the Firm’s decision to suspend work on account of the Client failure to timely pay any invoice shall not subject the Firm to any claim

Exhibit B to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

of any kind from any party for any delays or damages caused by such suspension, and the Client shall indemnify, defend and hold the Firm harmless from the same.

INDEMNIFICATION:

The Client shall indemnify and hold harmless the Firm and all of its personnel from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) arising out of or resulting from the performance of the services, provided that any such claim, damage, loss or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the Client, anyone directly or indirectly employed by the Client (except the Firm), or anyone for whose acts any of them may be liable.

The Client shall make no claim for professional negligence, either directly or in a third party claim, against Consultant unless the Client has first provided Consultant with a written certification executed by an independent design professional currently practicing in the same discipline as Consultant and licensed in the State of California. This certification shall: a) contain the name and license number of the certifier; b) specify each and every act or omission that the certifier contends is a violation of the standardof care expected of a Design Professional performing professional services under similar circumstances; and c) state in complete detail the basis for the certifier’s opinion that each such act or omission constitutes such a violation. This certificate shall be provided to Consultant not less than thirty (30) calendar days prior to the presentation of any claim or the institution of any arbitration or judicial proceeding.

RISK ALLOCATION:

In recognition of the relative risks, rewards and benefits of the project to both the Client and the Firm, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, the Firm’s total liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any course or causes, shall not exceed ten times our fee or $50,000, whichever is less. Such causes include, but are not limited to, the Firm’s negligence, errors, omissions, strict liability, and breach of contract or breach of warranty.

TERMINATION OF SERVICES:

This agreement may be terminated by the Client or the Firm should the other fail to perform its obligations hereunder. In the event of termination, the Client shall pay the Firm for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses.

OWNERSHIP OF DOCUMENTS:

Exhibit B to Professional Services Agreement between March 29, 2022 City of Atwater and Precision Civil Engineering, Inc.

All documents produced by the Firm under this agreement shall remain the property of the Firm and the Client.

APPLICABLE LAWS:

Unless otherwise specified, the laws of the State of California shall govern this agreement.

CONFIDENTIALITY:

This document shall not be read, copied, disclosed or used by any person other than the intended recipient.

Fees represented in Schedule of Conditions are applicable until 12/31/2022.

On-Call Master Professional Services Agreement between March 29, 2022 City of Atwater and Premier Management Group Page 1 of 16

ON-CALL PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF ATWATER AND PREMIER MANAGEMENT GROUP (PROFESSIONAL) THIS AGREEMENT for on-call professional services is made by and between the City of Atwater, a California municipal corporation (“City”) and Premier Management Group, a California corporation (“Professional”) as of March 29, 2022 (the “Effective Date”). City and Professional shall be referred to herein separately as a “Party” and collectively as “Parties”.

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached hereto and incorporated herein as Exhibit A, and more specifically described in individual Task Orders shall which be appended to this Agreement as an exhibit (collectively, the “Services”). The first such Task Order shall be identified as Task Order No. 1 and attached as “Exhibit T-1”. Subsequent Task Orders shall be identified and appended accordingly. In the event of a conflict in or inconsistency between the terms of this Agreement and the Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date noted above and shall end on March 29,2025. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. All personnel, including those reassigned at City’s request, shall be supervised by Professional. Professional is prohibited from subcontracting this Agreement, or any part of it, unless such subcontracting is expressly approved by City in writing.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.