Atwater City Council
May 23, 2022

In-person participation by the public will be permitted. In addition, remote public participation 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 option below).

2. 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 but 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
AND

HOUSING SUCCESSOR AGENCY TO THE

ATWATER REDEVELOPMENT AGENCY
AGENDA
Council Chambers
750 Bellevue Road
Atwater, California
May 23, 2022
CALL TO ORDER: 5:00 PM
ROLL CALL:

Ambriz ____, Button ____, Cale ____, Raymond ____, Creighton _____ CLOSED SESSION:

Adjourn to Conference Room A

City Council and Housing Successor Agency to ARA Agenda for Meeting of May 23, 2022

• Conference with Labor Negotiators - Government Code Section 54957.6, Agency Negotiators: City Manager Waterman, Deputy City Manager Del Real, and City Attorney Splendorio, Bargaining Units: Atwater Police Officers Association and AFSCME Local 2703 - Clerical Unit, Mid-Managers Group, Miscellaneous Unit, and Unrepresented Employees
• Pursuant to Government Code Section 54956.8, Conference with Real Property Negotiator regarding price and terms of payment. Agency Negotiators: Public Works/Community Development Director Thompson and City Attorney Splendorio. Negotiating Parties: Bellevue Swim Club, Inc., National Retail Properties, Roberto Hugo Carbajal and Terry Rolfe Property Locations: 255 E. Bellevue Road, APN: 156-060-014 303 E. Bellevue Road, Portion of APN 156-060-011
337 E. Bellevue Road, APN: 156-060-009
Portion of APN: 056-241-014
REGULAR SESSION: (Council Chambers)
CALL TO ORDER: 6:00 PM
PLEDGE OF ALLEGIANCE TO THE FLAG:

INVOCATION:

Invocation by John Davis
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.

City Council and Housing Successor Agency to ARA Agenda for Meeting of May 23, 2022

CEREMONIAL MATTERS:
• Certificate of Recognition - Police Officer and Dispatcher of the Year Staff's Recommendation: That Mayor Creighton and Police Chief Salvador present the certificates of recognition to Police Officer of the Year, David Goodwin, and to Dispatcher of the Year, Marcelina Zimmerman.
• Certificate of Recognition - Police Lieutenant Graduation Staff's Recommendation: That Mayor Creighton and Police Chief Salvador present the certificate of recognition to Police Lieutenant William Novetzke for completion of the Los Angeles Police Department Leadership Program.

PRESENTATIONS:
• Monthly report by Merced County District 3 Supervisor McDaniel ***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. May 23, 2022
Staff's Recommendation: Approval of warrants as listed.

TREASURER'S REPORT:

2. April 30, 2022
Staff's Recommendation: Approval of report as listed.

City Council and Housing Successor Agency to ARA Agenda for Meeting of May 23, 2022

MINUTES: (City Council)

3. a) May 9, 2022 - Regular meeting
b) May 16, 2022 - Special meeting
Staff's Recommendation: Approval of minutes as listed.

RESOLUTIONS:

4. Approving Budget Amendment to increase Budget and Approving Professional Services Agreement with RSG, Inc. for Preparation Controlling Documents for Waterstone Project (Public Works/Community Development Director Thompson)
Staff's Recommendation: Adoption of Resolution No. HSA 2022-3 approving Budget Amendment No. 30 amending Fiscal Year 2021-22 Budget to establish revenue and expenditure budget appropriation for Preparation of Financing Commitment Letter for the Developer to use in their application for Multifamily Housing Program (MHP) Grant Application and for the California Tax Credit Allocation Committee ("TCAC") Application; and for the preparation of Affordable Housing Controlling Documents for the proposed Chelsea Investment Corporation Affordable Housing Project with RSG, Inc. in an amount not to exceed $15,125.00; approves a Professional Services Agreement, in a form approved by the City Attorney, with RSG, Inc. for Preparation of Financing Commitment Letter for the application submittal for "MHP" and "TCAC" and for the preparation of Affordable Housing Controlling Documents; and authorizes and directs the City Manager, or her designee, to execute the Professional Services Agreement on behalf of the City.

5. Approving Budget Amendment establishing budget in Water Enterprise Fund and Awarding General Services Agreement to Yesco Signs LLC for Installation of Lights on the Water Tower (Public Works/Community Development Director Thompson)
Staff's Recommendation: Adoption of Resolution No. 3314-22 approving Budget Amendment No. 31 amending Fiscal Year 2021-22 Budget establishing budget in the Water Enterprise Fund and awards a General Services Agreement, in a form approved by the City Attorney, to Yesco of Clovis, California for the installation of lights on the water tower located at 760 Cedar Ave, in an amount not to exceed $211,759.64; authorizes and directs the City Manager, or her designee, to execute the Agreement on behalf of the City.

City Council and Housing Successor Agency to ARA Agenda for Meeting of May 23, 2022

AGREEMENTS:

6. Authorizing and approving Cooperative Purchase Agreement with Schwarze Industries Inc. for the purchase of 2022 Schwarze Model A7 Tornado Sweeper (Public Works/Community Development Director Thompson)
Staff's Recommendation: Authorizes and approves a Cooperative Purchase, Purchase Agreement (Purchase Order), in a form approved by the City Attorney, to Schwarze Industries Inc, Huntsville, Alabama, for the purchase of a 2022 Schwarze Model A7 Tornado Sweeper, in the amount not to exceed $321,752.23, and authorizes and directs the City Manager to execute the Agreement (Purchase Order) on behalf of the City.

ORDINANCES (WAIVING SECOND READING AND ADOPTION):

7. Waiving the second reading and adopting an ordinance of the City Council of the City of Atwater adding Chapter 8.18, "Commercial Blight Prevention" of Title 8, "Health and Safety" of the Atwater Municipal Code (City Attorney Splendorio)
Staff's Recommendation: Waives the second reading and adopts Ordinance No. CS 1049 adding Chapter 8.18, "Commercial Blight Prevention" of Title 8, "Health and Safety" of the Atwater Municipal Code.
***END OF CONSENT CALENDAR***
CITY MANAGER REPORTS/UPDATES:

8. 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 and Housing Successor Agency to ARA Agenda for Meeting of May 23, 2022

CITY COUNCIL MATTERS:

City Council comments
CLOSED SESSION:

Continuation of Closed Session if necessary
ADJOURNMENT:

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
~ May 2022 ~
City Council Meeting - Office Hours -
4:30 PM
1:30 PM - 3:30 PM
Memorial Day
Trash pick up delayed
1 day
Observed
City Holiday
Committee Meeting - District 3
6:00 PM
Audit & Finance Merced County
Supervisor McDaniel

Meeting - 6:00 PM
Planning Commission

Mother's Day 6:00 PM
City Council Meeting -

Sunday Monday Tuesday Wednesday Thursday Friday

Saturday

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

6:00 PM Meeting - 6:00 PM

City Council Meeting - Planning Commission

5:30 PM

Committee Meeting -

Citizens' Oversight

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

WARRANTS SUMMARY FOR MAY 23 2022
TOTAL OF WARRANTS {FROM WARRANT REPORT)

ADDITIONAL WARRANTS ( THESE AMOUNTS ARE NOT INCLUDED IN TOTAL WARRANTS) 1 s 2,139,474.22 1

DATE I DESCRIPTION AMOUNT
5/18/2022 I Prewrittens included in this current warrant run 5/5/2022 PERS Retirement EFT 4/14/22-4/27 /22
5/4/2022 PERS Health - MAY 2022
$ {38,636.25)
$ 48,147.79
$83,797.65
TOTAL ADDITIONAL WARRANTS $ 93,309.19
GRAND TOTAL OF WARRANTS PAID----------------------------------------------------------------------- $ 2,232,783.41 !INFORMATIONAL ONLY ( INCLUDED IN THE TOTAL WARRANTS TOTAL) IDATE I DESCRIPTION }AMOUNT
5/5/2022 Net Payroll
5/5/2022 Federal Taxes
5/5/2022 State Taxes
5/5/2022 Payroll Deductions
$170,727.72
$56,758.30
$7,161.04
$973.82
$234,647.06
TOTAL INFORMATIONAL WARRANTS $235,620.88
c;._, ~

Accounts Payable
Checks for Approval
User:

Printed:
vnaranjo
5/18/2022 - 11 :30 AM
Prt-Wr; fr-tV\ Ahv'ater
( <.•11ur,u11ll l' /'rid-.• ( if\• H z.l,,
760 Bellevue R.oai::l, .114.1!\t.'.Jter CA 96301
Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19597 05/09/2022 General Fund Miscellaneous Union Dues AFSCME DISTRICT COUNCIL 57 813.82 Check Total: 813.82
19598 05/09/2022 General Fund Garnishments FRANCHISE TAX BOARD 160.00 Check Total: 160.00
19599 05/11/2022 Public Safety Trans & Use Tax Machinery & Equipment ELK GROVE AUTO GROUP 37,662.43 Check Total: 37,662.43
---
---
Report Total: 38,636.25
AP-Checks for Approval (5/18/2022 - 11:30 AM) Page 1

Accounts Payable
Checks for Approval
User:

Printed:
vnaranjo
5/18/2022 -11:31 AM
C.:i{v of
Anvater
Ca,nrnu11i •ri itylVi
7'60 Bellevue Roaci. A1IAlatef CA 963Q1
Check Number Check Date Fund Name Account Name Vendor Name Void Amount 0 05/23/2022 Successor Agency Debt Service Cash with Fiscal Agent THE BANK OF NEW YORK MELLON 908,000.00 0 05/23/2022 Successor Agency Debt Service Cash with Fiscal Agent THE BANK OF NEW YORK MELLON 61,649.10 0 05/23/2022 Public Safety Trans & Use Tax Machinery & Equipment U.S. BANK EQUIPMENT FINANCE 1,674.65 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 30.00 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 26.02 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 10.93 0 05/23/2022 General Fund Special Departmental Expense CHASE 46.28 0 05/23/2022 General Fund Special Departmental Expense CHASE 2,380.18 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 3.00 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 26.02 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 30.00 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 14.95 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 156.96 0 05/23/2022 General Fund Special Departmental Expense CHASE 12.00 0 05/23/2022 General Fund Special Departmental Expense CHASE 12.00 0 05/23/2022 General Fund Printing & Advertising CHASE 360.00 0 05/23/2022 General Fund Office Supplies CHASE 27.05
0 05/23/2022 General Fund Uniform & Clothing Expense CHASE 1,027.06 0 05/23/2022 General Fund Professional Services CHASE 22.99 0 05/23/2022 General Fund Professional Services CHASE 14.99 0 05/23/2022 General Fund Professional Services CHASE 58.75 0 05/23/2022 General Fund Travel/Conferences/Meetings CHASE 224.69 0 05/23/2022 General Fund Training CHASE 30.38
0 05/23/2022 General Fund Training CHASE 13.45
0 05/23/2022 General Fund Training CHASE 887.98
0 05/23/2022 General Fund Training CHASE 27.54
0 05/23/2022 General Fund Training CHASE 13.05
0 05/23/2022 General Fund Training CHASE 13.65
0 05/23/2022 General Fund Training CHASE IO.OD
0 05/23/2022 General Fund Training CHASE 13.10
0 05/23/2022 General Fund Training CHASE 12.95
0 05/23/2022 General Fund Training CHASE 13.25
0 05/23/2022 General Fund Training CHASE 25.52
0 05/23/2022 General Fund Training CHASE 10.14
AP-Checks for Approval (5/18/2022 - I 1:3 I AM) Page 1

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 0 05/23/2022 General Fund Training CHASE 12.55
0 05/23/2022 General Fund Training CHASE 12.00
0 05/23/2022 General Fund Training CHASE 735.84
0 05/23/2022 General Fund Training CHASE 8.08
0 05/23/2022 General Fund Training CHASE 11.15
0 05/23/2022 General Fund Training CHASE 30.32
0 05/23/2022 General Fund Training CHASE 14.75
0 05/23/2022 General Fund Training CHASE 12.90
0 05/23/2022 General Fund Training CHASE 9.93
0 05/23/2022 General Fund Training CHASE 14.81
0 05/23/2022 General Fund Training CHASE 16.51
0 05/23/2022 General Fund Special Departmental Expense CHASE 979.76 0 05/23/2022 General Fund Special Departmental Expense CHASE 21.63 0 05/23/2022 General Fund Uniform & Clothing Expense CHASE 11.50 0 05/23/2022 General Fund Uniform & Clothing Expense CHASE 11.50 0 05/23/2022 General Fund Uniform & Clothing Expense CHASE 11.50 0 05/23/2022 General Fund Youth Basketball CHASE 311.75 0 05/23/2022 General Fund Special Departmental Expense CHASE 10.05 0 05/23/2022 General Fund Maint. Buildings & Grounds CHASE 183.70 0 05/23/2022 ARPA-American Rescue Plan Act Miscellaneous CHASE 482.87 0 05/23/2022 Water Enterprise Fund Special Departmental Expense CHASE 175.06 0 05/23/2022 Sanitation Enterprise Special Departmental Expense CHASE 195.43 0 05/23/2022 Internal Service Fund Special Departmental Expense CHASE 12.97 0 05/23/2022 Internal Service Fund Special Departmental Expense CHASE 78.31 0 05/23/2022 Internal Service Fund Special Departmental Expense CHASE 116.62 0 05/23/2022 Internal Service Fund Special Departmental Expense CHASE 87.39 0 05/23/2022 Internal Service Fund Special Departmental Expense CHASE 14.04 0 05/23/2022 Internal Service Fund Operations & Maintenance CHASE 58.28 0 05/23/2022 Internal Service Fund Operations & Maintenance CHASE 60.18 0 05/23/2022 Internal Service Fund Operations & Maintenance CHASE 47.50 0 05/23/2022 Internal Service Fund Operations & Maintenance CHASE 58.00 0 05/23/2022 Internal Service Fund Operations & Maintenance CHASE 430.66 0 05/23/2022 Information Technology Fund Special Departmental Expense CHASE 82.00 Check Total: 981,198.17
19600 05/23/2022 General Fund Special Departmental Expense AIRGAS USA, LLC 241.27 19600 05/23/2022 General Fund Special Departmental Expense AIRGAS USA, LLC 105.43 Check Total: 346.70
19601 05/23/2022 ARPA-American Rescue Plan Act City Bldg - Civic Center #I ANY CONTRACTORS, INC. 67,647.00 19601 05/23/2022 ARPA-American Rescue Plan Act Project Retention ANY CONTRACTORS, INC. -3,382.35 Check Total: 64,264.65
AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 2

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19602 05/23/2022 Water Enterprise Fund Professional Services AQUA METRIC 4,807.01 Check Total: 4,807.01 /
19603 05/23/2022 General Fund Communications AT & T MOBILITY 131.40 Check Total: 131.40 /
19604 05/23/2022 General Fund Communications AT and T - CALNET3 307.40 19604 05/23/2022 General Fund Communications AT and T - CALNET3 123.49 19604 05/23/2022 Northwood Village LD Communications AT and T- CALNET3 22.43 19604 05/23/2022 Meadow View LD Communications AT and T - CALNET3 22.43 19604 05/23/2022 Water Enterprise Fund Communications AT and T - CALNET3 241.93 19604 05/23/2022 Sewer Enterprise Fund Communications AT and T - CALNET3 335.79 19604 05/23/2022 Internal Service Fund Communications AT and T - CALNET3 554.06 Check Total: 1,607.53
,.,
19605 05/23/2022 General Fund Communications AT&T 219.35 Check Total: 219.35 /
19606 05/23/2022 General Fund Special Departmental Expense ATWATER CHIROPRACTIC, INC. 265.00 19606 05/23/2022 Water Enterprise Fund Professional Services ATWATER CHIROPRACTIC, INC. 240.00 Check Total: 505.00
,,,,
19607 05/23/2022 Internal Service Fund Improvements Other Than Bldg ATWATER ELECTRIC 1,925.00 Check Total: 1,925.00 ,,,,
19608 05/23/2022 Internal Service Fund Professional Services B & B PLUMBING 792.05 Check Total: 792.05 .,,
19609 05/23/2022 General Fund Professional Services BADAWI & ASSOCIATES 14,935.50 ---
Check Total: 14,935.50 ./
19610 05/23/2022 Internal Service Fund Professional Services BELKORP AG, LLC 1,225.00 19610 05/23/2022 Internal Service Fund Operations & Maintenance BELKORP AG, LLC 4,714.26 Check Total: 5,939.26 /
19611 05/23/2022 Employee Benefits Fund Dental Insurance BENEFIT COORDINATORS CORPORATION (BC 2,280.07 1961 I 05/23/2022 Employee Benefits Fund Dental Insurance BENEFIT COORDINATORS CORPORATION (BC 1,596.34 .,./
Check Total: 3,876.41
19612 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense BIG CREEK LUMBER COMPANY 10.33 19612 05/23/2022 Water Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 88.31 AP-Checks for Approval (5/18/2022 - 11 :31 AM) Page 3

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19612 05/23/2022 Sewer Enterprise Fund Small Tools BIG CREEK LUMBER COMPANY 27.15 .,..-
Check Total: 125.79
19613 05/23/2022 General Fund Special Departmental Expense KORY BILLINGS 178.15 Check Total: 178.15 /
19614 05/23/2022 General Fund Professional Services BILL'S TOWING 280.00 -- /
Check Total: 280.00
19615 05/23/2022 Risk Management Fund Professional Services RICHARD BLAK, PHO 450.00 450.00
,,,,,
Check Total:
19616 05/23/2022 Water Enterprise Fund Professional Services BSK ASSOCIATES 30.00 19616 05/23/2022 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 565.00 19616 05/23/2022 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 550.00 19616 05/23/2022 Water Enterprise Fund Professional Services BSK ASSOCIATES 1,764.00 19616 05/23/2022 Water Enterprise Fund Professional Services BSK ASSOCIATES 152.00 Check Total: 3,061.00
19617 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense CAL FARM SERVICES 40.81 -
19617 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense CAL FARM SERVICES 9.28 19617 05/23/2022 Gas Tax/Street Improvement Professional Services CAL FARM SERVICES 35.00 19617 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense CAL FARM SERVICES 298.10 19617 05/23/2022 Gas Tax/Street Improvement Professional Services CAL FARM SERVICES 46.40 19617 05/23/2022 Gas Tax/Street Improvement Small Tools CAL FARM SERVICES 786.56 19617 05/23/2022 General Fund Special Departmental Expense CAL FARM SERVICES 24.78 19617 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense CAL FARM SERVICES 14.30 19617 05/23/2022 Internal Service Fund Small Tools CAL FARM SERVICES 451.46 Check Total: 1,706.69 ,-
19618 05/23/2022 General Fund Maint. Buildings & Grounds CALIFORNIA LANDSCAPE SUPPLY, INC. 368.48 Check Total: 368.48 -
19619 05/23/2022 Public Safety Trans & Use Tax Reserve Fire Fighter Program CASCADE FIRE EQUIPMENT CO. 4,091.85 19619 05/23/2022 Public Safety Trans & Use Tax Reserve Fire Fighter Program CASCADE FIRE EQUIPMENT CO. 4,384.13 Check Total: 8,475.98
19620 05/23/2022 Internal Service Fund Special Departmental Expense CENTRAL SANITARY SUPPLY 184.87 19620 05/23/2022 Sewer Enterprise Fund Special Departmental Expense CENTRAL SANITARY SUPPLY 137.76 Check Total: 322.63
AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 4

Check Numher Check Date Fund Name Account Name Vendor Name Void Amount 19621 05/23/2022 General Fund Professional Services CENTRAL VALLEY FORENSIC NURSING SPEC 1,200.00 ---
Check Total: 1,200.00 ,..-
19622 05/23/2022 General Fund Uniform & Clothing Expense CINTAS 13.81 19622 05/23/2022 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS 21.27 19622 05/23/2022 Water Enterprise Fund Uniform & Clothing Expense CINTAS 62.24 19622 05/23/2022 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS 60.44 19622 05/23/2022 Internal Service Fund Special Departmental Expense CINTAS 18.71 19622 05/23/2022 Internal Service Fund Uniform & Clothing Expense CINTAS 15.02 19622 05/23/2022 Internal Service Fund Uniform & Clothing Expense CINTAS 13.15 19622 05/23/2022 General Fund Uniform & Clothing Expense CINTAS 13.81 19622 05/23/2022 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS 21.27 19622 05/23/2022 Water Enterprise Fund Uniform & Clothing Expense CINTAS 63.77 19622 05/23/2022 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS 65.38 19622 05/23/2022 Internal Service Fund Special Departmental Expense CINTAS 18.71 19622 05/23/2022 Internal Service Fund Uniform & Clothing Expense CINTAS 15.02 19622 05/23/2022 Internal Service Fund Uniform & Clothing Expense CINTAS 13.15 Check Total: 415.75 ,_.,,
19623 05/23/2022 Sewer Enterprise Fund Special Departmental Expense CONSOLIDATED ELECTRICAL DISTRIBUTOR! 78.39 19623 05/23/2022 General Fund Special Departmental Expense CONSOLIDATED ELECTRICAL DISTRIBUTOR! 116.68 19623 05/23/2022 General Fund Special Departmental Expense CONSOLIDATED ELECTRICAL DISTRIBUTOR! 39.51 Check Total: 234.58 --
19624 05/23/2022 Public Safety Trans & Use Tax Machinery & Equipment COOK'S COMMUNICATIONS 4,870.88 Check Total: 4,870.88 -
19625 05/23/2022 General Fund Memberships & Subscriptions CPCA 440.00 Check Total: 440.00
19626 05/23/2022 General Fund Plan Check Fees CSG CONSULTANTS, INC. 9,423.08 ---
Check Total: 9,423.08 _,
19627 05/23/2022 Internal Service Fund Professional Services D & D PEST CONTROL 280.00 19627 05/23/2022 General Fund Professional Services D & D PEST CONTROL 900.00 Check Total: 1,180.00 ,,.
19628 05/23/2022 Information Technology Fund Special Departmental Expense DATAPATH 1,952.25 19628 05/23/2022 Information Technology Fund Professional Services DATAPATH 7,850.00 Check Total: 9,802.25 ,,,
19629 05/23/2022 General Fund Communications DELTA WIRELESS & NETWORK SOLUTIONS 225.00 AP-Checks for Approval (5/18/2022 - 11 :31 AM) Page 5

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19629 05/23/2022 General Fund Communications DELTA WIRELESS & NETWORK SOLUTIONS 1,490.00 ---
Check Total: 1,715.00 /'
19630 05/23/2022 Internal Service Fund Professional Services ELITE IRON FENCING 650.00 Check Total: 650.00
.--
19631 05/23/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 373.37 19631 05/23/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 181.80 19631 05/23/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 180.69 19631 05/23/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 201.24 19631 05/23/2022 General Fund Uniform & Clothing Expense ELITE UNIFORMS 106.04 Check Total: 1,043.14 -
19632 05/23/2022 General Fund Improvements Other Than Bldg EMID DESIGN GROUP 1,750.00 Check Total: 1,750.00
19633 05/23/2022 Employee Benefits Fund Unemployment Insurance EMPLOYMENT DEVELOPMENT DEPT. 13,530.00 Check Total: 13,530.00
19634 05/23/2022 Public Safety Trans & Use Tax Rents & Leases ENTERPRISE FM TRUST 7,208.15 Check Total: 7,208.15
19635 05/23/2022 General Fund Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE\ 3,923.75 19635 05/23/2022 Gas Tax/Street Improvement Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE\ 107.50 19635 05/23/2022 Price Annexation LMA Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE! I 61.25 19635 05/23/2022 Redwood Estates LMA Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE! 161.25 19635 05/23/2022 Cottage Gardens LD Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE\ 161.25 19635 05/23/2022 Cottage Gardens ST & LMA Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE! 107.50 19635 05/23/2022 Stone Creek LNDSCP Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE! 80.63 19635 05/23/2022 Atwater South LNDSCP Professional Services ENVIRONMENTAL COMPLIANCE RESOURCE\ 107.50 Check Total: 4,810.63 --
19636 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense EWING IRRIGATION PRODUCTS INC. 6.53 Check Total: 6.53
19637 05/23/2022 Aspenwood Lndscp Special Departmental Expense FASTENAL COMPANY 92.75 Check Total: 92.75 .,,;
19638 05/23/2022 General Fund Office Supplies FEDERAL EXPRESS 92.35 19638 05/23/2022 General Fund Office Supplies FEDERAL EXPRESS 113.58 AP-Checks for Approval (5/18/2022 - 11 :31 AM) Page 6

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 205.93
19639 05/23/2022 General Fund Training FRESNO CITY COLLEGE 302.00 Check Total: 302.00
19640 05/23/2022 Internal Service Fund Operations & Maintenance GARTON TRACTOR INC 103.61 Check Total: 103.61 ..-
19641 05/23/2022 Water Enterprise Fund Special Departmental Expense GRAINGER, INC. 602.41 Check Total: 602.41
---
19642 05/23/2022 Internal Service Fund Utilities HOFFMAN ELECTRONIC SYSTEMS 110.85 19642 05/23/2022 Information Technology Fund Special Departmental Expense HOFFMAN ELECTRONIC SYSTEMS 341.24 19642 05/23/2022 Internal Service Fund Utilities HOFFMAN ELECTRONIC SYSTEMS 110.85 19642 05/23/2022 Information Technology Fund Special Departmental Expense HOFFMAN ELECTRONIC SYSTEMS 137.50 Check Total: 700.44
19643 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense HORIZON 50.31 19643 05/23/2022 General Fund Maint. Buildings & Grounds HORIZON 261.52 19643 05/23/2022 Aspenwood Lndscp Special Departmental Expense HORIZON 53.07 19643 05/23/2022 General Fund Small Tools HORIZON 359.88 19643 05/23/2022 Water Enterprise Fund Special Departmental Expense HORIZON 892.84 Check Total: 1,617.62
19644 05/23/2022 Internal Service Fund Professional Services INTERSTATE TRUCK CENTER 9,842.10 19644 05/23/2022 Internal Service Fund Operations & Maintenance INTERSTATE TRUCK CENTER 14,526.32 19644 05/23/2022 Internal Service Fund Professional Services INTERSTATE TRUCK CENTER 5,883.00 19644 05/23/2022 Internal Service Fund Operations & Maintenance INTERSTATE TRUCK CENTER 8,261.43 Check Total: 38,512.85
19645 05/23/2022 ARPA-American Rescue Plan Act Professional Services JANI TEK CLEANING SOLUTIONS 8,790.00 19645 05/23/2022 ARPA-American Rescue Plan Act Professional Services JANI TEK CLEANING SOLUTIONS 8,790.00 ---
Check Total: 17,580.00 _,
19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 798.25 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 1,553.01 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 1,252.00 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 219.08 19646 05/23/2022 Sandlewood Square LMA Professional Services JOE'S LANDSCAPING & CONCRETE 348.25 19646 05/23/2022 Pajaro Dunes LMA Professional Services JOE'S LANDSCAPING & CONCRETE 213.75 19646 05/23/2022 Redwood Estates LMA Professional Services JOE'S LANDSCAPING & CONCRETE 214.95 19646 05/23/2022 Cottage Gardens ST & LMA Professional Services JOE'S LANDSCAPING & CONCRETE 143.25 AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 7

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19646 05/23/2022 Silva Ranch LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 473.25 19646 05/23/2022 Mello Ranch LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 353.25 19646 05/23/2022 Juniper Meadows LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 128.25 19646 05/23/2022 Camellia Meadows LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 267.25 19646 05/23/2022 Stone Creek LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 765.25 19646 05/23/2022 Bell Crossing LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 215.25 19646 05/23/2022 Atwater South LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 1,002.38 19646 05/23/2022 Mello Ranch 2 LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 548.25 19646 05/23/2022 Meadow View LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 329.25 19646 05/23/2022 Aspenwood Lndscp Professional Services JOE'S LANDSCAPING & CONCRETE 365.25 19646 05/23/2022 Applegate Ranch Lndscp Professional Services JOE'S LANDSCAPING & CONCRETE 398.25 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 1,553.01 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 798.25 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 219.08 19646 05/23/2022 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 1,252.00 19646 05/23/2022 Sandlewood Square LMA Professional Services JOE'S LANDSCAPING & CONCRETE 348.25 19646 05/23/2022 Pajaro Dunes LMA Professional Services JOE'S LANDSCAPING & CONCRETE 213.75 19646 05/23/2022 Redwood Estates LMA Professional Services JOE'S LANDSCAPING & CONCRETE 214.95 19646 05/23/2022 Cottage Gardens ST & LMA Professional Services JOE'S LANDSCAPING & CONCRETE 143.25 19646 05/23/2022 Silva Ranch LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 473.25 19646 05/23/2022 Mello Ranch LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 353.25 19646 05/23/2022 Juniper Meadows LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 128.25 19646 05/23/2022 Camellia Meadows LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 267.25 19646 05/23/2022 Stone Creek LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 765.25 19646 05/23/2022 Bell Crossing LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 215.25 19646 05/23/2022 Atwater South LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 1,002.38 19646 05/23/2022 Mello Ranch 2 LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 548.25 19646 05/23/2022 Meadow View LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 329.25 19646 05/23/2022 Aspenwood Lndscp Professional Services JOE'S LANDSCAPING & CONCRETE 365.25 19646 05/23/2022 Applegate Ranch Lndscp Professional Services JOE'S LANDSCAPING & CONCRETE 398.25 ..,,
Check Total: 19,176.84
19647 05/23/2022 Internal Service Fund Professional Services JORGENSEN COMPANY 779.43 Check Total: 779.43
19648 05/23/2022 Sewer Enterprise Fund Special Departmental Expense LATTA'S AUTO SUPPLY 5.78 19648 05/23/2022 Sewer Enterprise Fund Special Departmental Expense LATTA'S AUTO SUPPLY 32.43 19648 05/23/2022 Internal Service Fund Operations & Maintenance LATTA'S AUTO SUPPLY 142.88 19648 05/23/2022 Internal Service Fund Operations & Maintenance LATTA'S AUTO SUPPLY 111.48 Check Total: 292.57
19649 05/23/2022 General Fund Miscellaneous LOOMIS DEPT. 0757 473.93 AP-Checks for Approval (5/18/2022 - 11 :31 AM) Page 8

Check Number Check Date Fund Name Account Name Vendor Name Void Amount -
-
Check Total: 473.93 -
19650 05/23/2022 General Fund Training LORIN MANN 156.78 Check Total: 156.78
19651 05/23/2022 Internal Service Fund Operations & Maintenance MCAULEY MOTORS 497.87 Check Total: 497.87
19652 05/23/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 425.00 19652 05/23/2022 Sanitation Enterprise Professional Services MCCLATCHY COMPANY LLC 272.54 19652 05/23/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 84.30 19652 05/23/2022 General Fund Printing & Advertising MCCLATCHY COMPANY LLC 95.16 Check Total: 877.00
19653 05/23/2022 General Fund Youth Basketball MERCED AREA SPORTS OFFICIALS, INC 1,589.00 19653 05/23/2022 General Fund Youth Basketball MERCED AREA SPORTS OFFICIALS, INC 1,225.00 ---
Check Total: 2,814.00
19654 05/23/2022 Sewer Enterprise Fund Professional Services MERCED FENCE COMPANY 265.00 Check Total: 265.00
19655 05/23/2022 General Fund Utilities MERCED IRRIGATION DISTRICT 502.10 19655 05/23/2022 Gas Tax/Street Improvement Utilities MERCED IRRIGATION DISTRICT 667.45 19655 05/23/2022 Price Annexation LD Utilities MERCED IRRIGATION DISTRICT 166.39 19655 05/23/2022 Price Annexation LMA Utilities MERCED IRRIGATION DISTRICT 116.55 19655 05/23/2022 Mello Ranch LO Utilities MERCED IRRIGATION DISTRICT 403.51 19655 05/23/2022 Mello Ranch LNDSCP Utilities MERCED IRRIGATION DISTRICT 50.48 19655 05/23/2022 Camellia Estates LO Utilities MERCED IRRIGATION DISTRICT 55.46 19655 05/23/2022 Juniper Meadows LO Utilities MERCED IRRIGATION DISTRICT 27.64 19655 05/23/2022 Camellia Meadows LD Utilities MERCED IRRIGATION DISTRICT 55.46 19655 05/23/2022 Stone Creek LO Utilities MERCED IRRIGATION DISTRICT 287.24 19655 05/23/2022 Stone Creek LNDSCP Utilities MERCED IRRIGATION DISTRICT 16.82 19655 05/23/2022 America West LD Utilities MERCED IRRIGATION DISTRICT 122.83 19655 05/23/2022 Bell Crossing LO Utilities MERCED IRRIGATION DISTRICT 272.17 19655 05/23/2022 Bell Crossing LNDSCP Utilities MERCED IRRIGATION DISTRICT 16.82 19655 05/23/2022 Atwater South LD Utilities MERCED IRRIGATION DISTRICT 340.35 19655 05/23/2022 Mello Ranch 2 LD Utilities MERCED IRRIGATION DISTRICT 520.04 19655 05/23/2022 Meadow View LD Utilities MERCED IRRIGATION DISTRICT 531.17 19655 05/23/2022 Aspenwood LD Utilities MERCED IRRIGATION DISTRICT 210.24 19655 05/23/2022 Applegate Ranch LD Utilities MERCED IRRIGATION DISTRICT 283.82 19655 05/23/2022 Applegate Ranch Lndscp Utilities MERCED IRRIGATION DISTRICT 16.82 19655 05/23/2022 Water Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 373.96 AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 9

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19655 05/23/2022 Sewer Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 575.80 19655 05/23/2022 Sewer Enterprise Fund Utilities MERCED IRRIGATION DISTRICT 3,391.20 Check Total: 9,004.32
_,,
19656 05/23/2022 Internal Service Fund Operations & Maintenance MERCED TRUCK & TRAILER INC. 86.91 Check Total: 86.91
,,.,,
19657 05/23/2022 General Fund Professional Services MUNISERVICES LLC 16,701.98 Check Total: 16,701.98
19658 05/23/2022 General Fund Training WILLIAM NOVETZKE 193.19 Check Total: 193.19
19659 05/23/2022 General Fund Office Supplies THE OFFICE CITY 50.24 19659 05/23/2022 General Fund Office Supplies THE OFFICE CITY 200.96 19659 05/23/2022 General Fund Office Supplies THE OFFICE CITY 116.02 19659 05/23/2022 General Fund Office Supplies THE OFFICE CITY 58.01 Check Total: 425.23
19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 1,316.92 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 40.04 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 24.87 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 333.93 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 89.25 19660 05/23/2022 Sewer Enterprise Fund Special Departmental Expense O'REILLY AUTO PARTS 26.28 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 258.43 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 16.23 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 80.08 19660 05/23/2022 Sewer Enterprise Fund Special Departmental Expense O'REILLY AUTO PARTS 68.12 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 21.49 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 35.98 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 122.53 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 12.13 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 29.32 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 215.57 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 243.45 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 13.47 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 24.40 19660 05/23/2022 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 144.49 Check Total: 3,116.98 _,
19661 05/23/2022 General Fund Professional Services PACE SYSTEMS, INC 3,296.00 AP-Checks for Approval (5/18/2022 - 11 :31 AM) Page 10

Check Number Check Date Fund Name Account Name Vendor Name Void Amount _,
Check Total: 3,296.00
19662 05/23/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 407.46 19662 05/23/2022 Gas Tax/Street Improvement Utilities PACIFIC GAS & ELECTRIC 83.40 19662 05/23/2022 Water Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 16,530.68 19662 05/23/2022 Sewer Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 298,947.12 19662 05/23/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 1,323.17 19662 05/23/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 2,900.53 19662 05/23/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 754.52 19662 05/23/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 103.06 19662 05/23/2022 General Fund Utilities PACIFIC GAS & ELECTRIC 24.64 19662 05/23/2022 Gas Tax/Street Improvement Utilities PACIFIC GAS & ELECTRIC 16,007.37 19662 05/23/2022 Northwood Village LD Utilities PACIFIC GAS & ELECTRIC 393.74 19662 05/23/2022 Orchard Park Estates LO Utilities PACIFIC GAS & ELECTRIC I 14.61 19662 05/23/2022 Wildwood Estates LD Utilities PACIFIC GAS & ELECTRIC 66.71 19662 05/23/2022 Woodview Garland LA Utilities PACIFIC GAS & ELECTRIC 11.62 19662 05/23/2022 Shaffer Lakes West LO Utilities PACIFIC GAS & ELECTRIC 38.68 19662 05/23/2022 Woodhaven LO Utilities PACIFIC GAS & ELECTRIC 12.77 19662 05/23/2022 Sierra Parks LD Utilities PACIFIC GAS & ELECTRIC 206.17 19662 05/23/2022 Shaffer Lakes East LO Utilities PACIFIC GAS & ELECTRIC 156.28 19662 05/23/2022 Price Annexation LO Utilities PACIFIC GAS & ELECTRIC 708.83 19662 05/23/2022 Sandlewood Square LD Utilities PACIFIC GAS & ELECTRIC 20.92 19662 05/23/2022 Pajaro Dunes LD Utilities PACIFIC GAS & ELECTRIC 18.59 19662 05/23/2022 Cottage Gardens LO Utilities PACIFIC GAS & ELECTRIC 14.51 19662 05/23/2022 Airport Business Park LD Utilities PACIFIC GAS & ELECTRIC 332.19 19662 05/23/2022 Atwater South LD Utilities PACIFIC GAS & ELECTRIC 37.26 19662 05/23/2022 Water Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 48,559.96 19662 05/23/2022 Sewer Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 3,107.44 19662 05/23/2022 Internal Service Fund Utilities PACIFIC GAS & ELECTRIC 3,718.09 Check Total: 394,600.32
19663 05/23/2022 General Fund Training SAM PARKS 287.70 Check Total: 287.70 -
19664 05/23/2022 General Fund Training TREVOR PHILLIPS 15.00 Check Total: 15.00
19665 05/23/2022 General Fund Office Supplies QUADIENT FINANCE USA, INC. 1,000.00 Check Total: 1,000.00 -
19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 326.70 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 24.51 AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 11

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 600.70 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 24.51 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 33.19 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 344.56 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 374.06 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 31.10 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 45.25 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 2.55 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 522.25 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 510.58 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 173.74 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 26.67 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 34.23 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 347.10 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 682.35 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 174.11 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 12.85 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 393.40 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 1,559.71 19666 05/23/2022 General Fund Rents & Leases RAY MORGAN COMPANY 278.69 19666 05/23/2022 General Fund Operations & Maintenance RAY MORGAN COMPANY 204.26 19666 05/23/2022 Water Enterprise Fund Rents & Leases RAY MORGAN COMPANY 125.24 19666 05/23/2022 Water Enterprise Fund Operations & Maintenance RAY MORGAN COMPANY 234.53 19666 05/23/2022 Sewer Enterprise Fund Rents & Leases RAY MORGAN COMPANY 125.24 Check Total: 7,212.08 -
19667 05/23/2022 Internal Service Fund Operations & Maintenance RAZZARI DODGE 265.00 Check Total: 265.00 -'
19668 05/23/2022 Internal Service Fund Special Departmental Expense SAFETY NETWORK HOLDING, INC. 127.01 Check Total: 127.01
19669 05/23/2022 General Fund Building Permits JOHN SALAS 85.00 Check Total: 85.00
19670 05/23/2022 Internal Service Fund Professional Services SAN JOAQUIN VALLEY AIR 143.00 Check Total: 143.00 _,,,
19671 05/23/2022 Internal Service Fund Professional Services SANG'S AUTO UPHOLSTERY 750.00 19671 05/23/2022 Internal Service Fund Operations & Maintenance SANG'S AUTO UPHOLSTERY 378.88 19671 05/23/2022 Internal Service Fund Professional Services SANG'S AUTO UPHOLSTERY 325.00 19671 05/23/2022 Internal Service Fund Operations & Maintenance SANG'S AUTO UPHOLSTERY 135.31 AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 12

Check Number Check Date Fund Name Account Name Vendor Name Void Amount ,.,,.

Check Total: 1,589.19
19672 05/23/2022 General Fund Special Departmental Expense NATALIE SOBALVARRO 120.00 Check Total: 120.00 -
19673 05/23/2022 Information Technology Fund Professional Services SPRINGBROOK SOFTWARE LLC 56,250.26 19673 05/23/2022 General Fund Miscellaneous SPRINGBROOK SOFTWARE LLC 0.75 Check Total: 56,251.01 -
19674 05/23/2022 General Fund Professional Services STERICYCLE, INC. 34.42 Check Total: 34.42 ,....
19675 05/23/2022 General Fund Professional Services SUN VALLEY PORTABLE RESTROOMS INC. 1,360.00 --- /
Check Total: 1,360.00
19676 05/23/2022 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 972.84 19676 05/23/2022 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 968.35 19676 05/23/2022 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 972.84 Check Total: 2,914.03
19677 05/23/2022 Water Fund Capital Replacement Project Retention TECHNO COATINGS, INC. -8,878. 18 19677 05/23/2022 Water Fund Capital Replacement Water Tower Painting TECHNO COATINGS, INC. 177,563.50 Check Total: 168,685.32
19678 05/23/2022 General Fund Special Departmental Expense THE SIGN GUYS 29.63 Check Total: 29.63 _,
19679 05/23/2022 Internal Service Fund Improvements Other Than Bldg TRICOUNTY FLOORING 24,975.98 Check Total: 24,975.98
19680 05/23/2022 Internal Service Fund Utilities TRIPP SECURITY SYSTEMS 33.00 Check Total: 33.00
19681 05/23/2022 Internal Service Fund Professional Services VALLEY BALANCING 898.00 19681 05/23/2022 Internal Service Fund Operations & Maintenance VALLEY BALANCING 570.75 Check Total: 1,468.75 ../
19682 05/23/2022 Sewer Enterprise Fund Professional Services VEOLIA WATER NORTH AMERICA OPERATINC 161,693.63 Check Total: 161,693.63 ..,
19683 05/23/2022 General Fund Communications VERIZON WIRELESS 886.83 AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 13

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 19683 05/23/2022 General Fund Communications VERIZON WIRELESS 1,033.70 19683 05/23/2022 Public Safety Trans & Use Tax Communications VERIZON WIRELESS 111.50 19683 05/23/2022 Abandoned Veh Abatement Fund Communications VERIZON WIRELESS 81.00 19683 05/23/2022 General Fund Communications VERIZON WIRELESS 139.31 19683 05/23/2022 General Fund Miscellaneous VERIZON WIRELESS 40.01 19683 05/23/2022 General Fund Communications VERIZON WIRELESS 50.65 19683 05/23/2022 General Fund Miscellaneous VERIZON WIRELESS 354.55 19683 05/23/2022 General Fund Communications VERIZON WIRELESS 101.30 19683 05/23/2022 General Fund Communications VERIZON WIRELESS 151.95 19683 05/23/2022 General Fund Communications VERIZON WIRELESS 91.30 19683 05/23/2022 Gas Tax/Street Improvement Communications VERIZON WIRELESS 243.10 19683 05/23/2022 Water Enterprise Fund Communications VERIZON WIRELESS 305.92 19683 05/23/2022 Sewer Enterprise Fund Special Departmental Expense VERIZON WIRELESS 38.01 19683 05/23/2022 Sewer Enterprise Fund Communications VERIZON WIRELESS 460.91 19683 05/23/2022 Sewer Enterprise Fund Utilities VERIZON WIRELESS 40.01 19683 05/23/2022 Sanitation Enterprise Communications VERIZON WIRELESS 50.65 19683 05/23/2022 Internal Service Fund Special Departmental Expense VERIZON WIRELESS 40.03 19683 05/23/2022 Internal Service Fund Communications VERIZON WIRELESS 50.65 19683 05/23/2022 Internal Service Fund Utilities VERIZON WIRELESS 80.04 19683 05/23/2022 Internal Service Fund Communications VERIZON WIRELESS 101.30 19683 05/23/2022 Information Technology Fund Communications VERIZON WIRELESS 50.65 Check Total: 4,503.37 -
19684 05/23/2022 Employee Benefits Fund Vision Insurance VISION SERVICE PLAN (CA) 1,123.95 Check Total: 1,123.95
19685 05/23/2022 Internal Service Fund Special Departmental Expense WARD ENTERPRISES 44.06 19685 05/23/2022 Internal Service Fund Special Departmental Expense WARD ENTERPRISES 17.92 Check Total: 61.98
.,,
19686 05/23/2022 General Fund Special Departmental Expense WATERFORD IRRIGATION SUPPLY, INC 4.84 19686 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense WATERFORD IRRIGATION SUPPLY, INC 82.95 19686 05/23/2022 General Fund Special Departmental Expense WATERFORD IRRIGATION SUPPLY, INC 5.70 19686 05/23/2022 Water Fund Capital Replacement Installation-New Water Meters WATERFORD IRRIGATION SUPPLY, INC 236.89 19686 05/23/2022 Water Fund Capital Replacement Installation-New Water Meters WATERFORD IRRIGATION SUPPLY, INC 14.54 19686 05/23/2022 Gas Tax/Street Improvement Special Departmental Expense WATERFORD IRRIGATION SUPPLY, INC 2.47 Check Total: 347.39
19687 05/23/2022 Internal Service Fund Utilities WEST COAST GAS CO. INC. 29.97 Check Total: 29.97 _,,
19688 05/23/2022 General Fund Special Departmental Expense WINTON HARDWARE 25.41 AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 14

Check Number Check Date Fund Name Account Name
19688 05/23/2022 Internal Service Fund Special Departmental Expense 19688 05/23/2022 Internal Service Fund Special Departmental Expense 19688 05/23/2022 Internal Service Fund Operations & Maintenance 19688 05/23/2022 Water Enterprise Fund Special Departmental Expense 19688 05/23/2022 Gas Tax/Street Improvement Small Tools Vendor Name Void Amount

WINTON HARDWARE

WINTON HARDWARE

WINTON HARDWARE

WINTON HARDWARE

WINTON HARDWARE

42.72 58.14

20.46 33.53

28.60 Check Total: 208.86 ./
Report Total: 2,100,837.97
AP-Checks for Approval (5/18/2022 - 11:31 AM) Page 15

STATEMENT OF CHANGES IN CASH BALANCE, UNAUDITED
BYFUND
AS OF 04/30/2022
FUND BEG.BALANCE CASH DEBITS CASH CREDITS ENDING BAL.
0001 General Fund 9,632,751.63 1,240,557.18 855,397.70 10,017,911.11 0003 General Fund Capital 356,285.91 0.00 8,848.47 347,437.44 0004 Public Safety Trans & Use Tax 1,045,030.37 231,653.40 786,168.44 490,515.33 0005 Ferrari Ranch Project Fund 21,088.45 0.00 0.00 21,088.45 0007 Measure V Fund 3,030,061.62 61,117.90 0.00 3,091,179.52 0008 Measure V 20% Alternative Modes 485,705.11 28,743.23 49.03 514,399.31 0009 Abandoned Veh Abatement Fund (1,004.62) 0.00 1,497.84 (2,502.46) 0010 Measure V Regional Fund (7,344.92) 0.00 0.00 (7,344.92) 1005 Police Grants Fund 84,241.50 0.00 0.00 84,241.50
1010 ARPA-American Rescue Plan Act 3,139,690.11 0.00 20,188.36 3,119,501.75 1011 Gas Tax/Street Improvement 64,245.00 63,471.73 43,027.01 84,689.72 1013 Local Transportation Fund 617,769.72 1,489.88 0.00 619,259.60 1015 Traffic Circulation Fund 1,453,024.22 19,415.69 0.00 1,472,439.91 1016 Applegate Interchange 768,961.80 0.00 0.00 768,961.80 1017 RSTP-Regional Surface Transp Prag 2,323,397.76 0.00 0.00 2,323,397.76 1018 SB1-Road Maint & Rehab RMRA 1,854,944.00 54,495.41 125.00 1,909,314.41 1019 LPP-Local Partnership Prg Fund 0.00 0.00 0.00 0.00 1020 Parks and Recreation Fund 2,350,446.45 16,674.00 0.00 2,367,120.45 1040 General Plan Update-Housing Element 0.00 0.00 0.00 0.00 1041 General Plan Update Fund 350,440.14 0.00 0.00 350,440.14 1050 Buhach Colony High School 231,113.14 0.00 0.00 231,113.14 1055 Neighborhood Stabilization 220,575.56 0.00 0.00 220,575.56 1059-78 Housing Grant Funds 661,328.94 0.00 0.00 661,328.94 1091 Police Facility Impact Fee 206,186.12 2,807.00 0.00 208,993.12 1093 Fire Facility Impact Fee 182,406.62 3,640.00 0.00 186,046.62 1095 Government Building Facility 266,056.82 2,651.32 0.00 268,708.14 3064-67 RedevelopmenUSuccessor Agency Funds 2,692,520.43 15,812.72 9,560.00 2,698,773.15 4020 Performance Bond Trust 219,277.78 0.00 0.00 219,277.78 4030 Narcotics Program Trust 2,071.05 0.00 0.00 2,071.05 4060 Section 125 Medical 1,452.50 190.00 0.00 1,642.50

STATEMENT OF CHANGES IN CASH BALANCE, UNAUDITED

BY FUND
AS OF 04/30/2022
FUND BEG.BALANCE CASH DEBITS CASH CREDITS ENDING BAL
4070 Section 125 Dependent Care 0.00 0.00 0.00 0.00
4080 Pension Rate Stblztn 115 Trust 219,590.69 0.00 13,381.54 206,209.15 4090 CFD No. 1 Trust 130,788.82 0.00 0.00 130,788.82
5001-55 All Maintenance Districts 1,423,390.62 1,021.25 9,793.48 1,414,618.39 5050 CFD Districts (93,586.71) 0.00 28,630.72 (122,217.43) 6000 Water Enterprise Fund 7,916,245.73 486,736.99 115,353.07 8,287,629.65 6001 Water Fund Capital Replacement 2,988,237.65 0.00 12,024.38 2,976,213.27 6002 DBCP Settlement 20,540.74 0.00 0.00 20,540.74
6004 Water Well- Buhach Colony 183,572.47 0.00 0.00 183,572.47 6005 Water Capital Impact Fees 2,464,289.56 18,823.00 0.00 2,483,112.56 6006 Water Operating Reserve Fund 179,999.84 0.00 0.00 179,999.84 6007 1,2,3-TCP Fund 18,902,671.85 0.00 1,298,083.59 17,604,588.26 6010 Sewer Enterprise Fund 16,977,131.63 748,986.23 892,534.39 16,833,583.47 6011 Sewer Fund Capital Replacement 3,533,602.20 25,669.00 0.00 3,559,271.20 6020 Sanitation Enterprise 2,538,634.21 345,835.55 268,025.91 2,616,443.85 7000 Internal Service Fund 715,330.80 25,631.43 144,701.83 596,260.40 7001 ISF Equipment/Bldg Replacement 0.00 0.00 0.00 0.00 7010 Employee Benefits Fund 796,514.29 4,457.82 72,173.88 728,798.23 7020 Risk Management 629,613.82 0.00 4,606.47 625,007.35 7030 Information Technology 425,544.33 0.00 21,968.47 403,575.86 9090 Accrued Interest Fund 0.00 44,531.94 0.00 44,531.94 TOTAL 92,204,835.75 3,444,412.67 4,606,139.58 91,043,108.84 Prepared by
1 ~
Ricardo Orozco, oAcc
~
ountant 1
~ ~ ~ Approved by: v~ -=---
Mark Borba, City Treasurer

Statement of Changes in Cash Balan~e
hy Bank
As of 4/30/2022
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
1,147,322.00
9,482,488.93
4,283,885.12
2,903.80
22,204,444.06
219,590.69
43,391.94
1,140.00
3,399,880.71

0.02 4,012,400.22
370,842.09
209,515.73
13,381.54
55,107,593.09
1,148,462.00
8,869,969.42
3,913,043.03
2,903.82
21,994,928.33
206,209.15
92,204,835.75
Prepared by: - -
3,444,412.67 4,606,139.58 91,043,108.84
Approved by: ~~
Mark Borba, City Treasur------ er
(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-EmpJ<_;>yment Benefits Trust
55,107,593.09
1,148,462.00
21,994,928.33
206,209.15
Bank Account Detail
Chase General Checking
Chase Wastewater Checking
Chase Redevelopment Checking
9,440,301.43
3,913,043.03
2,903.82

CITY OF ATWATER

CITY COUNCIL

ACTION MINUTES
May 9, 2022
OPEN SESSION: (Council Chambers)
The City Council of the City of Atwater met in Open Session this date at 5:02 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 Member Ambriz, Mayor Pro Tem Cale, Mayor Creighton

Absent: City Council Members Button, Raymond
Staff Present: City Manager Waterman, City Attorney Splendorio, Public Works/Community Development Director Thompson (5:08 PM) 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 5:05 PM. Closed Session was called to order at 5:09 PM.

City Council Meeting Action Minutes for May 9, 2022 Page 2 Pursuant to Government Code Section 54956.8, Conference with Real Property Negotiator regarding price and terms of payment. Agency Negotiators: Public Works/Community Development Director Thompson and City Attorney Splendorio.

Negotiating Parties: Kiranjeet Dhami and Roberto Hugo Carbajal Property Locations: 1039 Atwater Blvd., APN 002-219-010 1089 Atwater Blvd., APN 002-219-011
337 E. Bellevue Road, APN 156-060-009
325 E. Bellevue Road, APN 156-060-010
Conference with Labor Negotiators – Government Code Section 54957.6, Agency Negotiators: City Manager Waterman, Deputy City Manager Del Real, and City Attorney Splendorio, Bargaining Units: Atwater Police Officers Association and AFSCME Local 2703 – Clerical Employees Unit, Mid-Managers Group, Miscellaneous Employees Unit, and Unrepresented Employees

Closed Session adjourned at 6:03PM.

REGULAR SESSION: (Council Chambers)
The City Council of the City of Atwater met in Regular Session this date at 6:07 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 Pastor Rich Miller.

INVOCATION:

The Invocation was led by Police Chaplain Steve Mead.

ROLL CALL:

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

Absent: City Council Member Raymond
Staff Present: City Manager Waterman, City Attorney Splendorio, Police Chief Salvador, Public Works/Community Development Director
Thompson, Finance Director Jacobs-Hunter, 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.

City Council Meeting Action Minutes for May 9, 2022 Page 3 SUBSEQUENT NEED ITEMS: None
APPROVAL OF AGENDA AS POSTED OR AS AMENDED:

MOTION: City Council Member Button moved to approve the agenda as posted.

The motion was seconded by Mayor Pro Tem Cale and the
vote was: Ayes: Ambriz, Cale, Button, Creighton; Noes: None; Absent: Raymond.

The motion passed.

CEREMONIAL MATTERS:

National Peace Officers Memorial Day, May 15, 2022 and National Police Week, May 15 – May 21, 2022
City Council Member Ambriz and the City Council presented the proclamation to the Police Department, recognizing the day of May 15, 2022 as National Peace Officers Memorial Day and the week of May 15 – May 21, 2022 as National Police Week.

National Public Works Week, May 15 – May 21, 2022
Mayor Pro Tem Cale and the City Council presented the proclamation to the Public Works Department, recognizing the week of May 15 – May 21, 2022 as National Public Works Week.

CONSENT CALENDAR:

MOTION: Mayor Pro Tem Cale moved to approve the Consent Calendar as listed.

The motion was seconded by City Council Member Ambriz and the vote was: Ayes:

Button, Cale, Ambriz, Creighton; Noes: None; Absent: Raymond. The motion passed.

WARRANTS:

1. May 9, 2022
ACTION: Approval of warrants as listed.

MINUTES: (City Council)

2. April 25, 2022 – Regular meeting
ACTION: Approval of minutes as listed.

City Council Meeting Action Minutes for May 9, 2022 Page 4 RESOLUTIONS:

3. Approving Budget Amendment amending Fiscal Year 2021-22 Budget across various accounts (Finance Director Youmara)
ACTION: Adoption of Resolution No. 3312-22 approving Budget Amendment No. 28 amending the Fiscal Year 2021-22 Budget across various accounts.

4. Authorizing Budget Amendment regarding transfer of appropriations in Police Field Operations Budget and authorizing purchase of equipment and services for the Atwater Police Department (Police Chief Salvador)
ACTION: Adoption of Resolution No. 3313-22 approving Budget Amendment No. 29 amending Fiscal Year 2021-22 Budget regarding transfer of appropriations in the Police Field Operations Budget; authorizes the appropriations to fund equipment and services to convert the Command Post Vehicle to Atwater Police Department use in an amount of $47,000; and authorizes the purchase of body camera analysis software to complement the Atwater Police Department’s Body Camera System in an amount of $28,000.

AGREEMENTS:

5. Awarding General Services Agreement to Palma Painting for Interior and Exterior Painting of future City Administration Building (Public Works/Community Development Director Thompson)
ACTION: Awards a General Services Agreement, in a form approved by the City Attorney, to Palma Painting of Atwater, California for the interior and exterior painting of the future City Administration Building at 1160 Fifth Street, in an amount not to exceed $32,502; authorizes and directs the City Manager to sign and affirm construction contract change orders up to an additional aggregate of $3,250.20 (10%); and authorizes and directs the City Manager, or her designee, to execute the Agreement on behalf of the City.

REPORTS AND PRESENTATIONS FROM STAFF:

Waiving the first reading by title only and introducing an ordinance of the City Council of the City of Atwater adding Chapter 8.18, “Commercial Blight Prevention” of Title 8, “Health and Safety” of the Atwater Municipal Code (City Attorney Splendorio) City Attorney Splendorio provided background information on this item and addressed the concerns of the City Council regarding fee payments.

Public Works/Community Development Director Thompson clarified that upon adoption of the ordinance, the City will be able to implement it as a condition on new projects.

City Council Meeting Action Minutes for May 9, 2022 Page 5 MOTION: Mayor Pro Tem Cale moved to waive the first reading by title only and introduce Ordinance No. CS 1049 adding Chapter 8.18, “Commercial Blight Prevention” of Title 8, “Health and Safety” of the Atwater Municipal Code. The motion was seconded by City Council Member Ambriz and the vote was: Ayes:

Button, Ambriz, Cale, Creighton; Noes: None; Absent: Raymond. The motion passed.

CITY MANAGER REPORTS/UPDATES:

City Manager Updates
City Manager Waterman reported the following:
• On the week of May 2, 2022, City Manager Waterman and Mayor Pro Tem Cale attended One Voice in Washington, D.C. and met with legislators. There are several funding opportunities available that the City will be looking into.

COMMENTS FROM THE PUBLIC:

Notice to the public was read.

One person asked for clarification regarding the completion of the Fruitland Avenue Project.

One person spoke regarding ongoing issues near Castle Vista.

No one else came forward to speak.

CITY COUNCIL MATTERS:

City Council comments
Mayor Pro Tem Cale spoke regarding the recent One Voice trip in Washington, D.C. and of the potential funding opportunities and contacts that were made.

City Council Member Ambriz had nothing to report.

City Council Member Button thanked the Public Works and Police Department for their work and contributions to the City. He also sent his condolences to the families of fallen law enforcement officers and wished the community and his mother a Happy Mother’s Day.

Mayor Creighton spoke regarding Public Works and Police Week and of the new businesses coming to the City. He reminded the community that one of the roles of the City Council is to ensure a safe and pleasant environment for citizens to live in, and also reminded the community of the City’s upcoming Centennial Celebration on August 16, 2022 and of the community meeting regarding the

City Council Meeting Action Minutes for May 9, 2022 Page 6 Fruitland Avenue Project on May 10, 2022 from 6:00 PM – 7:00 PM in the City Council Chambers.

ADJOURNMENT:

Mayor Creighton adjourned the meeting at 6:46 PM.
________________________________

JANELL MARTIN

DEPUTY CITY CLERK
By: Leslie Thuang
Recording Secretary

SPECIAL MEETING

CITY COUNCIL

ACTION MINUTES
May 16, 2022
CALL TO ORDER:

The City Council of the City of Atwater met in Special Session this date at 4:33 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Pro Tem Cale presiding.

PLEDGE OF ALLEGIANCE:

The Pledge of Allegiance was led by Mayor Pro Tem Cale.

ROLL CALL:

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

Absent: City Council Member Button, Mayor Creighton
Staff Present: City Manager Waterman, City Attorney Splendorio, Public Works/Community Development Director Thompson, Deputy
City Clerk Martin
PUBLIC COMMENT:

Notice to the public was read.

No one came forward to speak.

CITY OF ATWATER

City Council Special Meeting Action Minutes for May 16, 2022 Page 2 AGREEMENTS:

Approving Contract Change Orders to the General Construction Contract with Phase 1 Construction for the Fruitland Avenue Reconstruction – Phase 2 Project Public Works/Community Development Director Thompson provided background information on this item and addressed the concerns of the City Council regarding the final phase of the Fruitland Avenue Reconstruction Project, the estimated completion time, and the re-opening of Fruitland Avenue.

MOTION: City Council Member Ambriz moved to approve Contract Change Order No. 2 to the General Construction Contract with Phase 1 Construction for the Fruitland Avenue Reconstruction – Phase 2 Project, City Project No. 16-2-2, in the amount of $37,509.00; and moved to approve Contract Change Order No. 3 to the General Construction Contract with Phase 1 Construction for the Fruitland Avenue Reconstruction – Phase 2 Project, City Project No. 16-2-2, in the amount of $250,290.60; and moved to authorize and direct the City Manager, or her designee, to execute all documents related to the Contract Change Orders on behalf of the City. 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.

ADJOURNMENT:

Mayor Pro Tem Cale adjourned the Special Meeting at 4:41 PM. _________________________________

JANELL MARTIN,

DEPUTY CITY CLERK
By: Leslie Thuang
Recording Secretary

CITY COUNCIL

AGENDA REPORT

MEETING DATE: May 23, 2022
TO: Mayor and City Council
FROM: Greg Thompson, Community Development Director
PREPARED BY: Christina Thurman, Executive Assistant
SUBJECT: Approving Budget Amendment to increase Budget and Approving Professional Services Agreement with RSG, Inc. for Preparation Controlling Documents for Waterstone Project (Public Works/Community Development Director Thompson)

RECOMMENDED COUNCIL ACTION
Adoption of Resolution No. HSA 2022-3 approving Budget Amendment No. 30 amending Fiscal Year 2021-22 Budget to establish revenue and expenditure budget appropriation for Preparation of Financing Commitment Letter for the Developer to use in their application for Multifamily Housing Program (MHP) Grant Application and for the California Tax Credit Allocation Committee ("TCAC") Application; and for the preparation of Affordable Housing Controlling Documents for the proposed Chelsea Investment Corporation Affordable Housing Project with RSG, Inc. in an amount not to exceed $15,125.00; approves a Professional Services Agreement, in a form approved by the City Attorney, with RSG, Inc. for Preparation of Financing Commitment Letter for the application submittal for "MHP" and "TCAC" and for the preparation of Affordable Housing Controlling Documents; and authorizes and directs the City Manager, or her designee, to execute the Professional Services Agreement on behalf of the City.

I. BACKGROUND/ANALYSIS:

BACKGROUND:

The proposed project is located at the intersection of Bellevue Road and Redwood Avenue, referred to as the Waterstone Project (“Project”). The project was previously approved by the City Council. The Developer is now requesting financial assistance in the amount of $400,000 from the Housing Successor, or any other City source, to aid in the ability to secure additional gap financing sources such as the Multifamily Housing Program Gant and the TCAC 9% Federal tax credits.

Waterstone is a much needed 60-unit rental affordable housing development designed for farm worker families in the City of Atwater. Last summer, the City Council approved a 2-project development on the 3.36-acre site. Each project consists of 60 units for a total of 120 units. Waterstone represents the first of the two projects. Waterstone

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

Agenda Report - Page 2
includes a mix of unit types: (7) one-bedroom units at 606 SF, (40) two-bedroom units at 820 SF and (13) three-bedroom units at 1,020 SF. The rental rates range from 30% - 60% of AMI. Included in this mix is (1) two-bedroom apartment for a full-time, onsite community manager. Waterstone is designed as four buildings: three 2-story walk-up residential buildings and one single-story community building; all parking is on-grade.

Site amenities include a basketball court, community room, patio/BBQ area, and laundry facilities. Residents at Waterstone will have access to a number of supportive services which include, but are not limited to, adult education and skill building classes, computer literacy, ESL, art projects, job counseling, financial literacy, health and wellness.

The Proforma Summary outlines the total sources and uses, unit mix, operational cost, permanent and construction loan terms. The Project has been awarded a Joe Serna Grant ("FWHG") and the goal is to secure the $400k City loan, apply for HOME financing in March of 2022, apply for Multifamily Housing Program Financing in June 2022, and TCAC 9% Federal tax credits in June of 2023, secure TCAC award in September 2023 and close on financing and begin construction in April of 2023.

Occupancy is anticipated in April 2024.

Financial Underwriting and Analysis was performed by RSG, Inc. (RSG) in March 2022, to evaluate cost estimate reasonableness, determine the financial feasibility and if gap financing is warranted, prepare a modeling pro forma, review tax credit and other funding source market conditions, and prepare a 55-year cash flow projection. RSG has summarized their findings to note key proposal terms, strengths, and weaknesses, and need for gap financing (Exhibit “A”).

ANALYSIS:

The Developer wishes to secure Multifamily Housing Program (MHP) financing in the upcoming round of the Department of Housing and Community Development ("HCD"), whose applications for this round are due June 28, 2022. The Developer also wishes to secure the 9% tax credit financing in the FY 22/23 round of the California Tax Credit Allocation Committee. As part of the application for both financing opportunities, the Developer must include proof of a financing commitment from the City as approved by the City Council.

Due to staffing constraints and a short turn around window to produce necessary documents, staff has requested RSG to prepare a financing commitment letter, on behalf of the City of Atwater, for inclusion in the Developer’s Multifamily Housing Program ("MHP") and California Tax Credit Allocation Committee (”TCAC”) application.

This letter will include the financial contribution of the City and the terms of the financing. As the Developer needs the commitment letter to be approved by the City Council, RSG will also prepare the necessary resolution.

The second task that RSG will perform on behalf of the City will be to prepare the regulatory documents and agreements related to the financial gap financing for this project. RSG will draft Housing Successor loan and affordability agreements with

Agenda Report - Page 3
Chelsea Investment Corporation. This task also includes coordinating deal points with the City and the Developer. RSG staff will also review and respond to comments from the City Attorney or developer’s legal counsel. RSG will also attend the City Council meeting to approve the project and any related agreements and/or questions regarding the gap financing.

Chelsea Investment Corporation ("Developer") has entered into a Reimbursement Agreement with the City to provide the funds for the above-mentioned tasks to be performed by RSG with the clear understanding that there is not a guarantee that financial assistance will be provided from the Housing Successor, or any other City source.

II. FISCAL IMPACTS:

Upon adoption of Resolution No. HSA 2022-3, Budget Amendment No. 30, there will be sufficient appropriation in the Low- and Moderate-Income Housing Asset Fund, Professional Services expense account number 3065-4017-3030, of $15,125.00, and the Other Revenue account number 3065-0000-6091. 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 number one (1) of the City's 2020-2025 Strategic Plan:
to ensure the City's continued financial stability.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

This item has been routed and reviewed by all internal departments.

VII. PUBLIC PARTICIPATION:

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

Agenda Report - Page 4
VIII. ENVIRONMENTAL REVIEW:

This item is not a “project” under the California Environmental Quality Act (CEQA) as this activity does 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:

Following City Council approval, the City Manager, or her designee, will execute the Agreement, and the Office of the City Clerk will route the executed Agreement to RSG, Inc. The Finance Department will book the Budget Amendment expense.

Submitted by:

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

Lori Waterman, City Manager
Attachments:

1. Exhibit A - Atwater Memo Waterstone_3_11_22

2. PSA RSG Preparation of Controlling Documents

3. Resolution No. HSA 2022-3 Approves Budget Amendment No. 30 RE Affordable Housing Underwriting Services

Via Electronic Mail
To: Tina Thurman, Executive to the Public Works/Community Development Director

CITY OF ATWATER
From: Tara Matthews, Principal
Greg Smith, Senior Associate
Alejandra Martinez, Analyst
RSG, INC.

Date: March 11, 2022
SUBJECT: REVIEW OF CHELSEA INVESTMENT CORPORATION’S CITY OF ATWATER

FUNDING REQUEST FOR WATERSTONE APARTMENTS
RSG, Inc. (“RSG”) evaluated the development proposal submitted by Chelsea Investment Corporation (“Developer”) regarding the proposed Waterstone Apartments project (“Project”) in the City of Atwater (“City”). The proposal was submitted to request $400,000 from the City. This memorandum summarizes RSG’s key findings and recommendations.

DEVELOPMENT PROPOSAL
The Project is proposed to be a new construction development located at the intersection of Bellevue Bowl Road and Redwood Avenue, Atwater, Merced County, California. The site is currently vacant with no improvements. The multi-family Project would be a two-story development totaling approximately 45,530 square feet of rental space and one community building totaling 1,666 square feet. It would include 59 affordable housing units and one manager’s unit, including 7 one-bedroom units, 39 two-bedroom units, 13 three-bedroom units, and 1 two-bedroom manager’s unit. Table 1 on the following page shows the level of affordability of the 59 affordable units, which ranges from 30% to 60% of the area median income (“AMI"). The Project would include a single-story community building, basketball court, patio/BBQ area, and laundry facilities.

EXHIBIT "A"

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

Table 1: Affordability of Units

GAP FINANCING RECOMMENDATION
The Developer is requesting $400,000 in City funding for the Project. Additional underwriting may be warranted to ensure compliance with the funding once the City chooses the source. Based on our analysis, RSG concludes that this funding amount is reasonable, given the funding sources currently committed to the Project.

A summary of our key findings, along with the Project’s strengths and weaknesses, are provided in the following two sections. The remainder of the memorandum provides additional details regarding our review of the Project.

SUMMARY OF KEY FINDINGS
Based on our analysis, below is a summary of RSG’s key findings:
• Total Development Costs: The Developer’s cost estimates are reasonable. RSG compared the Developer’s cost estimates to comparable new construction projects surrounding the Project. At $380,467 per unit, the Developer’s cost estimates are within the median range for similar Low-Income Housing Tax Credit (“LIHTC”) developments within close proximity of the Project. Additionally, RSG compared the Developer’s cost estimates to Marshall and Swift Valuation Service (“MVS”) building cost data and RSG’s own cost estimates for the Project, based on our experience estimating costs for similar developments. RSG’s total development cost estimate is 6.62% lower than the Developer’s, which is a nominal difference, particularly at this early stage in the development process (see Attachment A for a comparison of the Developer’s and RSG’s development cost estimates). RSG found no significant issues with any of the specific line items in the cost estimates provided by the Developer.
• Proposed Funding Sources: Gap financing is warranted for the Project. In addition to the requested City funding, the Developer’s proposed funding sources include 9% tax credits, permanent loan funds, HOME funds, and a Joe Serna Grant. If all the proposed sources of funding are secured, the Project would be financially feasible.

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

Assuming the proposed City funding is committed to the Project, the Developer estimates the Project’s Tax Credit Allocation Committee (“TCAC”) tiebreaker score to be 55.570%, which is higher than the average of all the winning scores in the last four TCAC rounds in which Central Valley geographic area projects were awarded funding. The highest awarded scores in the last four rounds (in which Central Valley geographic area projects were awarded funding) were 72.159% in Round 2 of 2021, 66.859% in Round 2 of 2021, and 65.751% in Round 2 of 2021.
• Income and Expenses: RSG concluded that the assumptions incorporated in the Developer’s pro forma documents are generally reasonable and compliant with TCAC guidelines.
• Cash Flow Projections: RSG noted no issues related the Project’s cash flow in the first 15 years. RSG’s projection shows that there will be sufficient cash flow to pay debt service throughout the permanent loan’s 15-year term. However, RSG noted that the permanent loan is amortized over 35 years, indicating a balloon payment would be due in Year 15. At that point, the Project would need to be refinanced or resyndicated.

The City loan would not be the only residual receipt loan for the Project, as the Project would also have a Joe Serna Grant and a HOME loan that would be paid from residual receipts. The City loan would receive $1,670 in payments over the Project’s first 55 Years and all the payments would go to accrued interest. The loan’s principal balance would not be paid down, resulting in an ending balance of $1.1 million (assuming 3% simple interest).

The repayment amounts may increase following the Project’s refinancing.

SUMMARY OF PROPOSAL’S STRENGTHS AND WEAKNESSES
To summarize the above key findings, RSG considers the strengths and weaknesses of the proposal to be as follows:
• Strengths
o The Project would provide 59 new affordable housing units in the City, while only requesting $400,000 of funding.
o The Developer’s experience and the completion of over 120 affordable housing developments throughout California, Arizona, and New Mexico. o The Developer’s total development cost estimate is reasonable and is only

6.62% higher than RSG’s estimate.
o The Developer’s income and expenses generally appear reasonable and compliant with TCAC guidelines.

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

o The Developer’s estimated TCAC tiebreaker score of 55.570% is competitive for the Central Valley geographic region. The Project would also compete in the rural set-aside.
o The Developer is anticipating 9% tax credit pricing of $0.88, which is conservative compared to Novogradac’s current pricing average of $0.90. • Weaknesses
o Although common for many affordable housing projects, a project refinancing is required before Year 16 to avoid a balloon payment on the permanent loan in Year

16. o RSG projects that the cash flow would be positive for the first 15 years; however, in year 16 the cash flow would be negative and would continue to trend downward. The Developer would likely have to resyndicate or refinance to avoid the negative cash flow.
o RSG projects that residual receipt payments to the City would total $1,670 for the $400,000 City loan resulting in an ending accrued interest and principal balance of $1.1 million (assuming 3% simple interest). However, we acknowledge that the repayment amounts may increase following the Project’s refinancing.

DETAIL ON KEY FINDINGS
Approach and Methodology
RSG’s tasks were to complete the following:

1. Evaluate Development Cost Estimates. RSG reviewed the Developer’s development cost budget and independently estimated development costs, utilizing development costs of comparable new construction projects and MVS building cost data.

2. Review the Developer’s Pro Forma Assumptions. The Developer provided several pro forma documents in their request for funding including a summary of sources and uses, rent schedule, Year 1 operating expenses budget, and 55-year cash flow projections. RSG scrutinized the Developer’s assumptions in these documents to ensure that the estimated costs, revenues, and reserves are realistic and not over/understated.

3. Assess the Project’s Financial Feasibility. RSG reviewed financing sources proposed to be used to fund development of the Project, based on current market conditions, standards, and best practices. This enabled us to perform a gap analysis to evaluate whether the Developer’s financing assumptions and the request for City gap financing are reasonable.

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

4. Estimate Project Cash Flows. RSG thoroughly reviewed the Developer’s 55-year cash flow. Based on our assumptions, we prepared our own 55-year cash flow of the Project (see Attachment B). This analysis focuses on the Project’s financial feasibility and the ability to pay down the requested City loan.

The below sections detail our review and findings.

Cost Estimates
Table 2 lists the proposed sources and uses for the Project.

Table 2: Sources and Uses
RSG reviewed the Developer’s development cost estimates of $22,828,046. When reviewing the Developer’s development cost estimates, we analyzed the estimates for each line item and

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

evaluated the reasonableness of the total cost estimate. Our intent was not to nitpick every detail with the expectation that the Developer’s cost estimates would total an exact number. Rather, our goal was to evaluate whether the Developer’s cost estimates were within the range of what we consider reasonable, given industry standards and the details of the Project (i.e., number of units, location, and amenities).

RSG’s development cost review entailed comparing the Developer’s cost estimates to MVS data, which is regarded as the complete, authoritative guide to construction cost data. Additionally, we compared the cost estimates to those prepared for comparable residential projects within close proximity of the Project.

Upon reviewing the Developer’s construction cost estimates, RSG concluded that the estimates generally appear to be reasonable. Some specific details that RSG noted are provided below:
• Total Development Cost per Unit: The Developer anticipates that development costs will total about $380,000 per unit, which is within the median range for LIHTC developments near the Project and within 6.62% of RSG’s development cost estimate, which is a nominal difference at this early stage of the development process (see Attachment A for a comparison of the Developer’s and RSG’s cost estimates). • Land Purchase Price: The Developer’s pro forma assumes an acquisition land cost amount of $1.2 million. RSG confirmed that this amount is equal to the letter of intent dated April 29, 2020, between the Developer and the selling entity Equity Trust Company.

According to the Developer, they have site control until May 2023. RSG assumed the same purchase price amount in our development cost estimates. • Prevailing Wages: The Developer’s pro forma included an amount for prevailing wage monitor. RSG reached out to the Developer to confirm what funding source is triggering prevailing wages and Developer stated that it was from a previous iteration and has now been removed. Therefore, prevailing wages are not required for the Project. • Operating Reserve: Section 10327(c)(7)(B) of the 2021 TCAC Regulations adopted July 16, 2021 (“2021 TCAC Regulations”) specifies that an operating reserve must be funded in an amount equal to three months of estimated operating expenses and debt service under stabilized occupancy.

The Developer’s development budget includes $90,095 of operating reserves, which is less than three months of Year 1 operating expenses and debt service. Thus, the Developers’ proposed operating reserve does not comply with TCAC requirements. RSG reached out to the Developer on this as it appeared that the formula did not include debt service. The Developer stated that the formula was pulling from the wrong cell. We recommend following up with the Developer on this to confirm that the updated pro forma includes the correct calculation.
• Architectural: The Developer’s pro forma shows $50,000 for architectural costs which is much lower than what we normally see for this line item. Architect fee amounts are typically

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

closer to 5% of total hard costs and for this Project the total amount would be $665,000.

RSG reached out to the Developer on this, and the response was that the $50,000 is only for design and landscaping and that the architectural costs are embedded in the construction costs. The Developer also provided a breakdown of the softs costs and included is an architect amount of $473,000 which we consider as reasonable. • Developer Fee: The Developer’s pro forma includes a developer fee of $2.2 million, which is 9.6% of the Developer’s total development cost estimate (and 10.3% of RSG’s total development cost estimate). The TCAC maximum developer fee for 9% new construction projects is the lesser of $2.2 million and 15% of the Project’s eligible basis. The developer fee is reasonable and complies with TCAC guidelines. RSG assumed the same amount in our development cost estimates.

Proposed Funding Sources
If all of the proposed sources of funding are secured, the Project would be financially feasible.

RSG’s review of the Project’s proposed funding sources is detailed below. • Permanent Loan: As shown in Table 2, the Developer anticipates securing a $1,180,000 permanent loan for the Project. RSG’s determinations regarding the terms of the loan are as follows:
o Loan Amount: As stated above, the Developer anticipates securing a $1,180,000 permanent loan for the Project. The Developer currently does not have a commitment letter to support the amount and commitment letters for permanent loans are typically obtained after a project is awarded tax credits by TCAC. o Interest Rate: The Developer assumes a 4.50% interest rate on the permanent loan. Of the projects that RSG recently reviewed in the past, the median interest rate on the permanent loan is 4.50%, which is equal to the rate assumed for the Project. Furthermore, given the current volatility of interest rates and the anticipation of further volatility later this year, the County should be aware that the actual interest rate on the permanent loan may be higher, thus resulting in a higher debt service amount. Median financial market analyst expectations anticipate three interest rate hikes from the Federal Reserve in 2022 totaling 0.75 to 1.00% by the end of the year. If the actual interest rate is higher than what is assumed in the Developer’s current cash flow projections, the Developer may need to adjust their income and operating expense assumptions (as is allowable given the restrictions of each funding source) to ensure sufficient debt service coverage and avoid cash flow issues. Note that this issue is generally less of a concern for 9% TCAC projects than 4% TCAC projects, because developers of 9% TCAC projects often have the flexibility of adjusting the amount of eligible basis that is being voluntarily reduced, thus impacting the amount of tax credit equity requested. Due to the

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

uncertainty, RSG’s cash flow projections incorporate the same interest rate as is reflected in the Developer’s projections.
o Amortization Period & Loan Term: The Developer’s pro forma assumes an amortization period of 35 years, which aligns with the market and other projects RSG has reviewed in the past. However, the pro forma shows the loan maturing after 15 years. At that point, the Project would need to be refinanced or resyndicated. The Developer’s cash flow shows the same amount of annual debt service throughout the first 35 years of the Project. RSG’s cash flow is utilizing the same projection.
• HOME Loan: As shown in Table 2, the Developer would apply for $2,727,482 HOME loan from the California Department of Housing and Community Development. The Developer’s cash flow projections did not assume that the loan would be repaid from of residual receipts remaining after the payment of operating expenses, debt service, and management fees. RSG reached out to the Developer on this, and the Developer stated that it has been added to the cash flow as receiving residual receipt payments as the funding is required to be paid back.
• Joe Serna Grant: As shown in Table 2, the Developer has secured a $4,400,000 Joe Serna Grant from the California Department of Housing and Community Development.

The Developer’s cash flow projections did not assume that the loan would be repaid from of residual receipts remaining after the payment of operating expenses, debt service, and management fees. RSG reached out to the Developer on this, and the Developer stated that it has been added to the cash flow as receiving residual receipt payments as the funding is required to be paid back.
• City Loan: As shown in Table 2, the Developer is requesting $400,000 of City funding. The Developer’s cash flow projections assume that the loan would be repaid from of residual receipts remaining after the payment of operating expenses, debt service, and management fees. The Developer’s cash flow also shows the loan carrying a 3% interest rate. RSG’s cash flow projections incorporate the same projections. • 9% Federal Tax Credit Equity and State Tax Credits: The Developer anticipates applying for $14,120,000 in 9% Federal tax credits in June of 2022. RSG’s determinations regarding the proposed tax credit equity are as follows:
o Tax Credit Pricing: The Developer’s pro forma assumes Federal tax credit pricing of $0.88. Based on LIHTC pricing trend data published by Novogradac, the threemonth average price per credit as of August 2021 (the most recent data available) was $0.90. Thus, the Developer is anticipating tax credit pricing that is slightly lower than current pricing; however, still closely aligns with the market. o Competitiveness for Tax Credits: Given that the Developer proposes to compete for 9% TCAC credits to help close the Project’s financing gap, RSG analyzed the Project’s competitiveness for tax credits. This information can help the City

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

understand how likely it is that the Project will be awarded tax credits, without which the Project may not be financially feasible. RSG reviewed the Project’s affordability mix to ensure the Project would receive the maximum 52 points on the TCAC application and compared the Project’s TCAC tiebreaker score.

Based on our analysis, RSG concludes that the Project’s affordability mix scores the maximum 52 points on the TCAC application, which is required for the Project to be competitive for tax credits.

Assuming the commitment of City funds, the Developer estimates a TCAC tiebreaker score of 55.570%. The Developer informed RSG that the Project would compete with other projects in the Rural set-aside as well as the Central Valley region. Table 3 shows historical tiebreaker scores for the Central Valley region.

The highest awarded scores in the last three TCAC rounds were 72.159% in Round 2 of 2021, 66.859% in Round 2 of 2021, and 65.751% in Round 2 of 2021.

The Developer’s estimated 55.570% TCAC tiebreaker score is higher than the average of all the winning scores in the last four TCAC rounds in which Central Valley geographic area projects were awarded funding. Thus, if City funding is awarded to the Project, the Project’s tiebreaker score will be within the competitive range.

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

Table 3: TCAC Tiebreaker Historical Scores, Central Valley Region Income & Expense Assumptions
RSG’s review of the developer’s income and expense assumptions is detailed below. • Operating Income:
o Rents: The proposed Project rents in Operation Year 1 fully comply with TCAC’s 2021 rent limits for Merced County.
o Utility Allowances: The Developer’s proposed utility allowances are based off the utility allowance schedule provided by the Housing Authority of the County of Merced (“Housing Authority”). Based on RSG’s review of the Housing Authority schedule, the amounts in the pro forma appear reasonable. o Other Income: The Developer’s pro forma includes $10,800 of Year 1 income other than rental income, which includes laundry and other income. This projection assumes $15.00 per month per unit, which aligns with the median of the projects that RSG most recently reviewed, which is $15.00 per month per unit

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

o Annual Increases: Section 10327(g)(1) of the 2021 TCAC Regulations specify that out-year calculations must reflect a 2.5% annual increase in gross income. The pro forma was reviewed and RSG confirmed that it complies with the TCAC requirement.
o Vacancy: Section 10327(g)(3) of the 2021 TCAC Regulations specify that the vacancy and collection loss rate must be assumed to be 5.0% for all units. Both the Developer and RSG’s cash flow projections assume a 5.0% vacancy rate, which complies with TCAC requirements.
• Operating Expenses:
o Per-Unit Operating Expenses: For 2021 applications, TCAC requires minimum operating costs of $4,900 per unit in Year 1 for large family projects without elevators in rural areas such as the Project. Section 10327(g)(1) of the 2021 TCAC Regulations specifies that the minimum operating expenses must exclude property taxes, replacement reserves, depreciation or amortization expense, compliance monitoring and lender fees, and the cost of any site and service amenities. The Developer’s pro forma assumes $4,900 of operating expenses per unit in Year 1 (excluding the specified line items), which is in line with the TCAC requirement.

RSG’s cash flow projections incorporate the same assumption. o Social Services: The Developer’s annual operating expense budget shows $12,000 for services and real estate taxes. RSG confirmed with the Developer that the full amount is for services and therefore none of the amount is for real estate taxes. The proposed service provider is Pacific Southwest Community Development Corporation and according to the Developer the proposed services have not been chosen yet.
o Minimum Replacement Reserves: Section 10327(c)(7)(A) of the 2021 TCAC Regulations specifies that the minimum replacement reserve for new construction projects must be $250 per unit per year. The Developer’s pro forma assumes replacement reserves of $500 per unit per year, thus complying with TCAC requirements. According to the Developer the higher amount of $500 per unit per year is required by the Joe Serna Grant. RSG’s cash flow projections incorporate the same assumption.
o Annual Increases: Section 10327(g)(1) of the 2021 TCAC Regulations specifies that out-year calculations must reflect a 3.5% annual increase in operating expenses (excluding operating and replacement reserves set at prescribed amounts), and a 2% annual increase in property taxes. The Developer’s pro forma shows 3% for operating expenses. RSG pointed this out and the Developer stated that they would correctly update the pro forma.

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

o Management Fees: The Developer’s pro forma assumes only one management related fee, a limited partnership (“LP”) fee in the amount of $3,500 per year, inflated by 3% annually. RSG reached out to Developer on this as typically we will see an LP Fee and a managing general partnership (“MGP”) fee. The Developer stated that they have updated the pro forma to reflect $10,000 annually split evenly between the LP fee and the MGP fee. RSG’s cash flow used the same assumption.

Cash Flow Projections
As previously mentioned, the Developer provided a 55-year cash flow projection, and RSG prepared our own 55-year cash flow projection (see Attachment B). The assumptions incorporated in RSG’s cash flow mirror the Developer’s with the following three exceptions:

1. In RSG’s projection a 3.5% operating expense inflater is used. In the Developer’s pro forma a 3% operating expense inflater is used.

2. In RSG’s projection residual receipts would go to pay down all three residual receipt funding sources. Payments would be split based on the amounts of the loans. In the Developer’s pro forma the residual receipts would go to pay down only the City loan.

3. In RSG’s projection a $5,000 fee would be paid to the LP and a $5,000 fee would be paid to the MGP. In the Developer’s pro forma only a $3,500 fee would be paid to the LP and no fee would go to pay the MGP.

The below sections provide details regarding the Project’s projected cash flow. • Debt Service Coverage Ratios: RSG projects that there will be no issues with payment of the permanent loan secured for the Project throughout its 15-year term. The Developer’s cash flow projection shows the debt service coverage ratio beginning at 1.16 in Year 1 and decreasing to 1.02 in Year 15. At that point in time the loan would not be fully amortized, and the Developer would need to refinance before the maturity date. • Repayment of Requested City Funding: The City funding requested by the Developer would be a loan repaid from the Project’s residual receipts. In addition to the City Loan, the Joe Serna Grant and HOME loan would also be repaid from residual receipts. The Developer’s cash flow projections assume that 50% of residual receipts would repay the City loan; however, this projection would need to be revised as a portion of the residual receipts would go to repay the Joe Serna Grant and HOME loan. RSG’s cash flow projections differ, and it shows that the City of loan would receive 3%, the Joe Serna Grant would receive 29%, and the HOME loan would receive 18% based on the loan amounts and their percentage of the aggregate residual receipt funding amount. This is a standard approach, although it could be negotiated differently.

RSG projects that approximately $1,670 would be repaid to the City in the first 55 years of the Project’s cash flow. Assuming 3% simple interest, a $1.1 million accrued interest and principal loan balance would be outstanding at the end of 55 years.

Tina Thurman, Executive to the Public Works/Community
Development Director

CITY OF ATWATER
Waterstone Apartments
March 11, 2022

• Cash Flow: RSG’s cash flow projections show positive cash flow in the first 15 years of the Project, indicating that there will be sufficient cash flow to pay debt service throughout the first 15 years. However, in year 16 and thereafter the Project would have negative cash flow. At that point the developer would have to resyndicate or refinance the existing debt to ensure that debt service payments can be made. Due to the Project’s limited cash flow, none of the City’s loan principal balance is expected to be paid throughout the Project’s 55-year cash flow.

Developer
Estimate
RSG
Estimate
RSG
Notes
Land Cost/Acquisition
Land Cost or Value $ 1,200,000 $ 1,200,000 Verify using Metroscan: Checked ownership Legal and Carrying Costs $ 25,000 $ 25,000
Total Land Cost/Acquisition $ 1,225,000 $ 1,225,000
Relocation Expenses
Relocation - $ - Check Metroscan for land use status: Vacant Total Relocation Expenses $ -
New Construction
Structures $ 13,293,000 $ 13,975,878 MVS
General Requirements $ 531,720 $ 531,720
Contractor Overhead $ 797,580 Included in RSG Cost Estimate for Structures Contractor Profit $ 531,720 Included in RSG Cost Estimate for Structures Total New Construction $ 15,154,020 $ 14,507,598
Architectural Fees
Design $ 50,000 $ -
Total Architectural Costs $ 50,000 $ -
Engineering $ 627,000 $ -
Engineering Planning Services $ 110,000 $ -
Total Survey & Engineering $ 737,000 $ -
Total Architectural Fees $ 787,000 $ -
Construction Interest & Fees
Construction Loan Interest $ 445,044 Included in RSG Cost Estimate for Structures Origination Fee $ 182,777 Included in RSG Cost Estimate for Structures Lender Inspection Fee $ 18,000 Included in RSG Cost Estimate for Structures Taxes During Construction $ 5,000 Included in RSG Cost Estimate for Structures Insurance During Construction $ 100,000 Included in RSG Cost Estimate for Structures Title & Recording $ 32,000 $ 44,245
Construction Lender Legal $ 50,000 Included in Legal Fees Total Construction Interest & Fees $ 832,821 $ 44,245
Permanent Financing
Title and Recording Fees $ 3,000 $ 44,928 RSG calculation is based on comparable projects for financing expenses.

Permanent Lender Legal $ 15,000
Sponsor Legal $ 35,000
Organizational Legal $ 25,000
Bond Counsel $ 60,000
GP Legal $ 12,500
Total Permanent Financing $ 150,500 $ 44,928
Legal Fees
Lender Due Diligence $ 25,000 $ 137,348 RSG calculation is based on comparable projects for legal fees.

Total Legal Fees $ 25,000 $ 137,348
Reserves
Operating Reserve $ 90,095 $ 93,253 Based on 3-mo opex and debt service from dev pro forma Total Reserves $ 90,095 $ 93,253
Appraisal and Contingency Costs
Appraisal Costs $ 14,500 Included in Other Project Costs Hard Contingency $ 757,701 $ 1,450,760 10% of Hard Costs Soft Contingency $ 89,269 $ 92,056 5% of Soft Costs
Appraisal and Contingency Costs $ 861,470 $ 1,542,815
Other Project Costs
TCAC App/Allocation/Monitoring $ 90,379 $ 1,521,339 RSG calculation is based on comparable projects for other project costs.

Environmental Studies $ 30,000
Market Study $ 10,000
Local Dev. Impact Fees $ 836,451
Local Permit Fees $ 360,250
Final Cost Audit Expense $ 15,000
Marketing $ 45,060
Accounting/Finance/Admin $ 55,000
Prevailing Wage Monitor $ 60,000
Total Other Project Costs $ 1,502,140 $ 1,521,339
Developer Costs
Developer Overhead/Profit $ 2,200,000 $ 2,200,000
Total Developer Costs $ 2,200,000 $ 2,200,000
TOTAL DEVELOPMENT COSTS $ 22,828,046 $ 21,316,527
Developer Costs per Unit $ 380,467 $ 355,275

ATTACHMENT A
Included in RSG Cost Estimate for Structures
RSG's estimate is 6.62% lower than the Developer's, which is a nominal difference.

ATTACHMENT B
Developer 55-Year Cash Flow
Inflation Factor Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 INCOME
Income from Rents 2.50% 450,120 461,373 472,907 484,730 496,848 509,269 522,001 535,051 548,428 562,138 576,192 590,596 605,361 620,495 Other Income 2.50% 10,800 11,070 11,347 11,630 11,921 12,219 12,525 12,838 13,159 13,488 13,825 14,171 14,525 14,888 TOTAL GROSS POTENTIAL REVENUE 460,920 472,443 484,254 496,360 508,769 521,489 534,526 547,889 561,586 575,626 590,017 604,767 619,886 635,383 Vacancy TCAC @ 5% 23,046 23,622 24,213 24,818 25,438 26,074 26,726 27,394 28,079 28,781 29,501 30,238 30,994 31,769 TOTAL NET RENTAL INCOME 437,874 448,821 460,041 471,542 483,331 495,414 507,800 520,495 533,507 546,845 560,516 574,529 588,892 603,614

EXPENSES
PRIMARY OPERATING EXPENSES 3.50% 294,000 304,290 314,940 325,963 337,372 349,180 361,401 374,050 387,142 400,692 414,716 429,231 444,254 459,803 Annual Reserve for Replacement 0.00% 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Real Estate Taxes 2.00% - - - - - - - - - - - - - -
Supportive Services 2.50% 12,000 12,300 12,608 12,923 13,246 13,577 13,916 14,264 14,621 14,986 15,361 15,745 16,139 16,542 Monitoring Fees 3.00% 5,900 6,077 6,259 6,447 6,641 6,840 7,045 7,256 7,474 7,698 7,929 8,167 8,412 8,664 Other Additional Expenses 0.00% 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 NET OPERATING RENTAL INCOME 77,493 77,673 77,753 77,729 77,592 77,337 76,956 76,443 75,789 74,987 74,029 72,905 71,606 70,124

MANDATORY DEBT SERVICE
1st Trust Deed 40 years 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 Debt Coverage Ratio 1.16 1.16 1.16 1.16 1.16 1.15 1.15 1.14 1.13 1.12 1.10 1.09 1.07 1.05 FORECASTED CASH AVAILABLE 10,480 10,660 10,740 10,715 10,579 10,324 9,943 9,430 8,776 7,974 7,015 5,891 4,593 3,110 Partnership Management Fee (15 Years)
Payment Required 3.00% $ 3,500 3,605 3,713 3,825 3,939 4,057 4,179 4,305 4,434 4,567 4,704 4,845 4,990 5,140 Payment Made 3,500 3,605 3,713 3,825 3,939 4,057 4,179 4,305 4,434 4,567 4,704 4,845 4,593 3,110 Unfunded Annual Balance - - - - - - - - - - - - 397 2,029 Asset Management Fee
Payment Required 3.00% $ - - - - - - - - - - - - - -
Payment Made - - - - - - - - - - - - - -
Unfunded Annual Balance - - - - - - - - - - - - - -
Distributed for Priority Fees 3,500 3,605 3,713 3,825 3,939 4,057 4,179 4,305 4,434 4,567 4,704 4,845 4,593 3,110 Available to Soft Lenders 6,980 7,055 7,027 6,891 6,640 6,266 5,764 5,125 4,342 3,407 2,312 1,047 - - Split >>> 50%
City of Atwater
Beginning Balance $ 400,000 400,000 411,815 423,627 435,440 447,257 459,081 470,914 482,761 494,625 506,510 518,419 530,358 542,330 554,330 Interest 3.00% 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 Payments Ratio >>> 5% 185 187 187 183 176 166 153 136 115 91 61 28 - - Ending Balance 411,815 423,627 435,440 447,257 459,081 470,914 482,761 494,625 506,510 518,419 530,358 542,330 554,330 566,330 Joe Serna
Beginning Balance $ 4,400,310 4,400,310 4,530,279 4,660,227 4,790,182 4,920,177 5,050,246 5,180,424 5,310,749 5,441,260 5,572,000 5,703,014 5,834,347 5,966,051 6,098,060 Interest 3.00% 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 Payments Ratio >>> 58% 2,040 2,062 2,054 2,014 1,941 1,831 1,685 1,498 1,269 996 676 306 - - Ending Balance 4,530,279 4,660,227 4,790,182 4,920,177 5,050,246 5,180,424 5,310,749 5,441,260 5,572,000 5,703,014 5,834,347 5,966,051 6,098,060 6,230,069 HOME Loan
Beginning Balance $ 2,727,482 2,727,482 2,808,042 2,891,005 2,976,462 3,064,508 3,155,240 3,248,762 3,345,181 3,444,608 3,547,159 3,652,957 3,762,127 3,874,801 3,991,045 Interest Accrued 3.00% 81,824 84,241 86,730 89,294 91,935 94,657 97,463 100,355 103,338 106,415 109,589 112,864 116,244 119,731 Payments Ratio >>> 36% 1,264 1,278 1,273 1,248 1,203 1,135 1,044 929 787 617 419 190 - - Ending Balance 2,808,042 2,891,005 2,976,462 3,064,508 3,155,240 3,248,762 3,345,181 3,444,608 3,547,159 3,652,957 3,762,127 3,874,801 3,991,045 4,110,776 Available for distribution to Developer 3,490 3,527 3,514 3,445 3,320 3,133 2,882 2,563 2,171 1,704 1,156 523 - -

ATTACHMENT B
Developer 55-Year Cash Flow
INCOME
Income from Rents
Other Income

TOTAL GROSS POTENTIAL REVENUE
Vacancy TCAC @ 5%

TOTAL NET RENTAL INCOME

EXPENSES

PRIMARY OPERATING EXPENSES
Annual Reserve for Replacement
Real Estate Taxes
Supportive Services
Monitoring Fees
Other Additional Expenses

NET OPERATING RENTAL INCOME

MANDATORY DEBT SERVICE
1st Trust Deed 40 years
Debt Coverage Ratio

FORECASTED CASH AVAILABLE
Partnership Management Fee (15 Years)
Payment Required
Payment Made
Unfunded Annual Balance
Asset Management Fee
Payment Required
Payment Made
Unfunded Annual Balance
Distributed for Priority Fees
Available to Soft Lenders
Split >>> 50%
City of Atwater
Beginning Balance
Interest
Payments Ratio >>>
Ending Balance
Joe Serna
Beginning Balance
Interest
Payments Ratio >>>
Ending Balance
HOME Loan
Beginning Balance
Interest Accrued
Payments Ratio >>>
Ending Balance
Available for distribution to Developer
Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 Year 21 Year 22 Year 23 Year 24 Year 25 Year 26 Year 27 Year 28 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 636,008 651,908 668,206 684,911 702,034 719,584 737,574 756,013 774,914 794,287 814,144 834,497 855,360 876,744 15,260 15,642 16,033 16,433 16,844 17,265 17,697 18,139 18,593 19,058 19,534 20,023 20,523 21,036 651,268 667,550 684,238 701,344 718,878 736,850 755,271 774,153 793,507 813,344 833,678 854,520 875,883 897,780 32,563 33,377 34,212 35,067 35,944 36,842 37,764 38,708 39,675 40,667 41,684 42,726 43,794 44,889 618,704 634,172 650,026 666,277 682,934 700,007 717,508 735,445 753,831 772,677 791,994 811,794 832,089 852,891 475,896 492,553 509,792 527,635 546,102 565,215 584,998 605,473 626,664 648,598 671,299 694,794 719,112 744,281 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 - - - - - - - - - - - - - -
16,956 17,380 17,814 18,259 18,716 19,184 19,663 20,155 20,659 21,175 21,705 22,247 22,804 23,374 8,924 9,192 9,468 9,752 10,044 10,346 10,656 10,976 11,305 11,644 11,993 12,353 12,724 13,106 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 68,447 66,567 64,472 62,150 59,591 56,781 53,709 50,361 46,722 42,779 38,516 33,918 28,969 23,650

DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013 67,013

1.02 0.99 0.96 0.93 0.89 0.85 0.80 0.75 0.70 0.64 0.57 0.51 0.43 0.35 1,434 (446) (2,541) (4,863) (7,422) (10,232) (13,304) (16,653) (20,291) (24,234) (28,497) (33,095) (38,045) (43,363) 5,294 5,453 5,616 5,785 5,959 6,137 6,321 6,511 6,706 6,908 7,115 7,328 7,548 7,775 1,434 - - - - - - - - - - - - -
3,860 5,453 5,616 5,785 5,959 6,137 6,321 6,511 6,706 6,908 7,115 7,328 7,548 7,775 - - - - - - - - - - - - - -
- - - - - - - - - - - - - -
- - - - - - - - - - - - - -
1,434 - - - - - - - - - - - - -
- - - - - - - - - - - - - -
566,330 578,330 590,330 602,330 614,330 626,330 638,330 650,330 662,330 674,330 686,330 698,330 710,330 722,330 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 - - - - - - - - - - - - - -
578,330 590,330 602,330 614,330 626,330 638,330 650,330 662,330 674,330 686,330 698,330 710,330 722,330 734,330 6,230,069 6,362,079 6,494,088 6,626,097 6,758,107 6,890,116 7,022,125 7,154,134 7,286,144 7,418,153 7,550,162 7,682,172 7,814,181 7,946,190 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 - - - - - - - - - - - - - -
6,362,079 6,494,088 6,626,097 6,758,107 6,890,116 7,022,125 7,154,134 7,286,144 7,418,153 7,550,162 7,682,172 7,814,181 7,946,190 8,078,200 4,110,776 4,234,100 4,361,123 4,491,956 4,626,715 4,765,517 4,908,482 5,055,736 5,207,409 5,363,631 5,524,540 5,690,276 5,860,984 6,036,814 123,323 127,023 130,834 134,759 138,801 142,965 147,254 151,672 156,222 160,909 165,736 170,708 175,830 181,104 - - - - - - - - - - - - - -
4,234,100 4,361,123 4,491,956 4,626,715 4,765,517 4,908,482 5,055,736 5,207,409 5,363,631 5,524,540 5,690,276 5,860,984 6,036,814 6,217,918 - - - - - - - - - - - - - -

ATTACHMENT B
Developer 55-Year Cash Flow
INCOME
Income from Rents
Other Income

TOTAL GROSS POTENTIAL REVENUE
Vacancy TCAC @ 5%

TOTAL NET RENTAL INCOME

EXPENSES

PRIMARY OPERATING EXPENSES
Annual Reserve for Replacement
Real Estate Taxes
Supportive Services
Monitoring Fees
Other Additional Expenses

NET OPERATING RENTAL INCOME

MANDATORY DEBT SERVICE
1st Trust Deed 40 years
Debt Coverage Ratio

FORECASTED CASH AVAILABLE
Partnership Management Fee (15 Years)
Payment Required
Payment Made
Unfunded Annual Balance
Asset Management Fee
Payment Required
Payment Made
Unfunded Annual Balance
Distributed for Priority Fees
Available to Soft Lenders
Split >>> 50%
City of Atwater
Beginning Balance
Interest
Payments Ratio >>>
Ending Balance
Joe Serna
Beginning Balance
Interest
Payments Ratio >>>
Ending Balance
HOME Loan
Beginning Balance
Interest Accrued
Payments Ratio >>>
Ending Balance
Available for distribution to Developer
Year 29 Year 30 Year 31 Year 32 Year 33 Year 34 Year 35 Year 36 Year 37 Year 38 Year 39 Year 40 Year 41 Year 42 Year 43 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062 2063 2064 2065 898,662 921,129 944,157 967,761 991,955 1,016,754 1,042,173 1,068,227 1,094,933 1,122,306 1,150,364 1,179,123 1,208,601 1,238,816 1,269,786 21,562 22,101 22,654 23,220 23,801 24,396 25,005 25,631 26,271 26,928 27,601 28,291 28,999 29,724 30,467 920,224 943,230 966,811 990,981 1,015,756 1,041,150 1,067,178 1,093,858 1,121,204 1,149,234 1,177,965 1,207,414 1,237,600 1,268,540 1,300,253 46,011 47,162 48,341 49,549 50,788 52,057 53,359 54,693 56,060 57,462 58,898 60,371 61,880 63,427 65,013 874,213 896,069 918,470 941,432 964,968 989,092 1,013,819 1,039,165 1,065,144 1,091,773 1,119,067 1,147,044 1,175,720 1,205,113 1,235,240 770,331 797,292 825,197 854,079 883,972 914,911 946,933 980,076 1,014,378 1,049,881 1,086,627 1,124,659 1,164,022 1,204,763 1,246,930 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 - - - - - - - - - - - - - - -
23,958 24,557 25,171 25,800 26,445 27,106 27,784 28,478 29,190 29,920 30,668 31,435 32,221 33,026 33,852 13,499 13,904 14,321 14,750 15,193 15,649 16,118 16,602 17,100 17,613 18,141 18,685 19,246 19,823 20,418 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 17,945 11,835 5,300 (1,679) (9,123) (17,055) (25,497) (34,472) (44,006) (54,123) (64,851) (76,217) (88,251) (100,981) (114,440)

DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT DEFAULT 67,013 67,013 67,013 67,013 67,013 67,013 67,013 - - - - - - -

0.27 0.18 0.08 (0.03) (0.14) (0.25) (0.38) #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! n/a n/a n/a (49,068) (55,178) (61,713) (68,692) (76,136) (84,068) (92,510) (34,472) (44,006) (54,123) (64,851) (76,217) (88,251) (100,981) (114,440) 8,008 8,248 8,495 8,750 9,013 9,283 9,562 9,849 10,144 10,448 10,762 11,085 11,417 11,760 12,112 - - - - - - - - - - - - - - -
8,008 8,248 8,495 8,750 9,013 9,283 9,562 9,849 10,144 10,448 10,762 11,085 11,417 11,760 12,112 - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
734,330 746,330 758,330 770,330 782,330 794,330 806,330 818,330 830,330 842,330 854,330 866,330 878,330 890,330 902,330 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 - - - - - - - - - - - - - - -
746,330 758,330 770,330 782,330 794,330 806,330 818,330 830,330 842,330 854,330 866,330 878,330 890,330 902,330 914,330 8,078,200 8,210,209 8,342,218 8,474,227 8,606,237 8,738,246 8,870,255 9,002,265 9,134,274 9,266,283 9,398,293 9,530,302 9,662,311 9,794,320 9,926,330 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 - - - - - - - - - - - - - - -
8,210,209 8,342,218 8,474,227 8,606,237 8,738,246 8,870,255 9,002,265 9,134,274 9,266,283 9,398,293 9,530,302 9,662,311 9,794,320 9,926,330 10,058,339 6,217,918 6,404,456 6,596,589 6,794,487 6,998,322 7,208,271 7,424,519 7,647,255 7,876,673 8,112,973 8,356,362 8,607,053 8,865,265 9,131,222 9,405,159 186,538 192,134 197,898 203,835 209,950 216,248 222,736 229,418 236,300 243,389 250,691 258,212 265,958 273,937 282,155 - - - - - - - - - - - - - - -
6,404,456 6,596,589 6,794,487 6,998,322 7,208,271 7,424,519 7,647,255 7,876,673 8,112,973 8,356,362 8,607,053 8,865,265 9,131,222 9,405,159 9,687,314 - - - - - - - - - - - - - - -

ATTACHMENT B
Developer 55-Year Cash Flow
INCOME
Income from Rents
Other Income

TOTAL GROSS POTENTIAL REVENUE
Vacancy TCAC @ 5%

TOTAL NET RENTAL INCOME

EXPENSES

PRIMARY OPERATING EXPENSES
Annual Reserve for Replacement
Real Estate Taxes
Supportive Services
Monitoring Fees
Other Additional Expenses

NET OPERATING RENTAL INCOME

MANDATORY DEBT SERVICE
1st Trust Deed 40 years
Debt Coverage Ratio

FORECASTED CASH AVAILABLE
Partnership Management Fee (15 Years)
Payment Required
Payment Made
Unfunded Annual Balance
Asset Management Fee
Payment Required
Payment Made
Unfunded Annual Balance
Distributed for Priority Fees
Available to Soft Lenders
Split >>> 50%
City of Atwater
Beginning Balance
Interest
Payments Ratio >>>
Ending Balance
Joe Serna
Beginning Balance
Interest
Payments Ratio >>>
Ending Balance
HOME Loan
Beginning Balance
Interest Accrued
Payments Ratio >>>
Ending Balance
Available for distribution to Developer
Year 44 Year 45 Year 46 Year 47 Year 48 Year 49 Year 50 Year 51 Year 52 Year 53 Year 54 Year 55 2066 2067 2068 2069 2070 2071 2072 2073 2074 2075 2076 2077 1,301,531 1,334,069 1,367,421 1,401,607 1,436,647 1,472,563 1,509,377 1,547,111 1,585,789 1,625,434 1,666,070 1,707,721 31,228 32,009 32,809 33,630 34,470 35,332 36,215 37,121 38,049 39,000 39,975 40,974 1,332,759 1,366,078 1,400,230 1,435,236 1,471,117 1,507,895 1,545,592 1,584,232 1,623,838 1,664,434 1,706,045 1,748,696 66,638 68,304 70,012 71,762 73,556 75,395 77,280 79,212 81,192 83,222 85,302 87,435 1,266,121 1,297,774 1,330,219 1,363,474 1,397,561 1,432,500 1,468,313 1,505,021 1,542,646 1,581,212 1,620,743 1,661,261 1,290,572 1,335,742 1,382,493 1,430,881 1,480,962 1,532,795 1,586,443 1,641,968 1,699,437 1,758,918 1,820,480 1,884,197 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 - - - - - - - - - - - -
34,698 35,566 36,455 37,366 38,300 39,258 40,239 41,245 42,276 43,333 44,417 45,527 21,031 21,662 22,311 22,981 23,670 24,380 25,112 25,865 26,641 27,440 28,263 29,111 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 18,481 (128,661) (143,676) (159,522) (176,234) (193,852) (212,414) (231,962) (252,539) (274,190) (296,960) (320,898) (346,055) - - - - - - - - - - - -
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
(128,661) (143,676) (159,522) (176,234) (193,852) (212,414) (231,962) (252,539) (274,190) (296,960) (320,898) (346,055) 12,476 12,850 13,236 13,633 14,042 14,463 14,897 15,344 15,804 16,278 16,766 17,269 - - - - - - - - - - - -
12,476 12,850 13,236 13,633 14,042 14,463 14,897 15,344 15,804 16,278 16,766 17,269 - - - - - - - - - - - -
- - - - - - - - - - - -
- - - - - - - - - - - -
- - - - - - - - - - - -
- - - - - - - - - - - -
914,330 926,330 938,330 950,330 962,330 974,330 986,330 998,330 1,010,330 1,022,330 1,034,330 1,046,330 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 - - - - - - - - - - - -
926,330 938,330 950,330 962,330 974,330 986,330 998,330 1,010,330 1,022,330 1,034,330 1,046,330 1,058,330 10,058,339 10,190,348 10,322,358 10,454,367 10,586,376 10,718,386 10,850,395 10,982,404 11,114,413 11,246,423 11,378,432 11,510,441 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 132,009 - - - - - - - - - - - -
10,190,348 10,322,358 10,454,367 10,586,376 10,718,386 10,850,395 10,982,404 11,114,413 11,246,423 11,378,432 11,510,441 11,642,451 9,687,314 9,977,933 10,277,271 10,585,589 10,903,157 11,230,252 11,567,159 11,914,174 12,271,599 12,639,747 13,018,940 13,409,508 290,619 299,338 308,318 317,568 327,095 336,908 347,015 357,425 368,148 379,192 390,568 402,285 - - - - - - - - - - - -
9,977,933 10,277,271 10,585,589 10,903,157 11,230,252 11,567,159 11,914,174 12,271,599 12,639,747 13,018,940 13,409,508 13,811,793 - - - - - - - - - - - -

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 1 of 16

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF ATWATER AND
RSG, Inc.

THIS AGREEMENT for professional services is made by and between the City of Atwater, a California municipal corporation (“City”) and RSG, Inc., a California corporation , (“Professional”) as of May 23, 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. 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 date first noted above and shall end on June 30, 2023, the date of completion specified in Exhibit A. 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.

Section 2.COMPENSATION. City hereby agrees to pay Professional a sum not to exceed fifteen thousand one hundred twenty-five Dollars ($15,125.00), notwithstanding any contrary indications that may

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 2 of 16 be contained in Professional’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. 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
 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.

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 3 of 16

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, 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 Cost plus 10%. 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 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.

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

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 4 of 16 any facility that may involve incurring any direct expense, including but not limited to computer, longdistance 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.

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

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 5 of 16 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 nonowned 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.
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.

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 6 of 16 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.

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

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 7 of 16 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).

4.4.6Waiver 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.

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;

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 8 of 16  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, 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.

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 9 of 16 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 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,

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 10 of 16 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 30 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 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. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 11 of 16 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 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

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 12 of 16 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 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

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 13 of 16 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 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.

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 14 of 16

11.9 Contract Administration. This Agreement shall be administered by City Manager Waterman ("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:

RSG, Inc.

Tara E. Matthews, Principal
17872 Gillette Avenue, Suite 350
Irvine, CA 92614
[email protected]
Any written notice to City shall be sent to:

City of Atwater
Lori Waterman, City Manager
750 Bellevue Road
Atwater, CA 95301

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, including the scope of work attached hereto and incorporated herein as Exhibit A, and the fee schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

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

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 15 of 16 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 W-9 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]

Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 16 of 16 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CITY PROFESSIONAL
____________________________ ______________________________ Lori Waterman, City Manager Tara E. Matthews, Principal RSG, Inc.

Attest:
____________________________
Lucy Armstrong, City Clerk
Approved as to Form:
_________________________________
Frank Splendorio, City Attorney

Exhibit A Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 1 of 2

EXHIBIT A

SCOPE OF WORK
RSG is pleased to present this proposed scope of work to the Housing Successor of the City of Atwater (“City”) to provide consulting services related to the proposed 60-unit affordable housing development, referred to as the Waterstone Project (“Project”), proposed by Chelsea Investment Corporation (“Developer”).

In March 2022, RSG completed underwriting analysis for the proposed Project, as the Developer is requesting $400,000 in assistance from the Housing Successor to aid in gap financing. The City is supportive of providing the additional financial assistance to the Developer.

RSG understands that the Developer wishes to secure 9% tax credit financing in the upcoming round of California Tax Credit Allocation Committee (“TCAC”) applications, due July 1, 2022. As part of the application for tax credit financing, the Developer must include proof of a financing commitment from the City as approved by the City Council. RSG will prepare a financing commitment letter and resolution, on behalf of the City, for inclusion in the TCAC application. Subsequently, RSG will also prepare the regulatory documents and agreements related to the financial assistance this Project.

SCOPE OF SERVICES
RSG would assist the City by completing a financing commitment letter, resolution, and controlling documents related to the $400,000 financial contribution to the Developer. Our services also include coordination and negotiations.

Task 1. Commitment Letter and Resolution Preparation. RSG will prepare a financing commitment letter, on behalf of the City, for inclusion in the Developer’s California Tax Credit Allocation Committee (“TCAC”) application. The letter will include the financial contribution of the City and the terms of the financing. The Developer wishes to apply for 9% tax credits through TCAC for the July 1, 2022, application deadline. As the Developer needs the commitment letter to be approved by the City Council, RSG will also prepare a resolution.

Task 2. Agreement and Controlling Documents Preparation. RSG will draft Housing Successor loan and affordability agreements with Chelsea Investment Corporation. This also includes coordinating deal points with the City and Developer. RSG will also review and respond to comments from the City Attorney or developer’s legal counsel. RSG will attend one meeting with City Council to approve the project and any related agreements.

PROJECT TEAM
To provide the best, most transparent services, RSG dedicates at least one Principal and a Project Manager to each project and creates a core group of people that works with each client on a consistent basis throughout all stages of the assignment. We employ a passionate and talented team of associates and analysts, who blend an understanding of each client’s situation with our expertise in researching, analyzing, modeling, and ultimately developing recommendations and results.

Ms. Tara Matthews will assume the role of Principal-in-Charge for this engagement. Ms.

Matthews will be assisted by Lynn Kelly-Lehner, Director and Project Manager. Additionally, other RSG staff may be assigned as needed. Staff resumes can be found on our company

Exhibit A Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 2 of 2 website under the following link: www.webrsg.com/team.Services, and our recent comparable

Exhibit B Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 1 of 2

EXHIBIT B

FEE SCHEDULE

FEE PROPOSAL & COMPENSATION RATES
RSG proposes to provide the services described in the Scope of Services on a time-and materials basis not-to-exceed $15,125. Our fee is based upon an estimate of the number of hours needed for each task. The table below provides a generalized cost breakdown for the Fee Proposal.

If the tasks under the Scope of Services section are substantially changed in the future, RSG will notify the City and request a fee adjustment. RSG will be on hand to provide “on call” services as needed and will bill for these additional services at an hourly rate based on our current compensation rates.

Any revisions to the Scope of Services will be billed on a time-and-materials basis at the following hourly rates:

Reimbursable Expenses Cost plus 10%

Exhibit B Professional Services Agreement between City of Atwater and RSG, INC. for Affordable Housing May 23, 2022 Consulting Services For preparation of Commitment Letter, Agreement & Controlling Documents Page 2 of 2 RSG does not charge clients for mileage, parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies.

These costs are charged back at the actual expense plus a 10% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate. However, we are open to discussion and negotiation over billing options, including a monthly retainer or other fee arrangement.

HOUSING SUCCESSOR

AGENCY TO THE ATWATER

REDEVELOPMENT AGENCY
RESOLUTION NO. HSA 2022-3

A RESOLUTION OF THE CITY OF ATWATER AS

HOUSING SUCCESSOR AGENCY TO THE

ATWATER REDEVELOPMENT AGENCY
APPROVING BUDGET AMENDMENT NO. 30
AMENDING FISCAL YEAR 2021-22 BUDGET TO

INCREASE REVENUE AND EXPENDITURE

BUDGET APPROPRIATION FOR AFFORDABLE

HOUSING CONSULTING SERVICES FOR

PREPERATION OF FINANCING COMMITMENT

LETTER FOR CALIFORNIA TAX CREDIT
ALLOCATION COMMITTEE (“TCAC”) AND FOR

THE PREPARATION OF AFFORDABLE HOUSING

CONTROLLING DOCUMENTS FOR THE

PROPOSED CHELSEA INVESTMENT

CORPORATION AFFORDABLE HOUSING

PROJECT
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 Board of Directors of the Atwater Housing Successor Agency does hereby approve Budget Amendment No. 25 to the Fiscal Year 2021-22 Budget as follows:

SECTION 1: Increasing budget in Low and Moderate Income Housing Asset Fund for Fiscal Year 2021-22.

Increase Budget
(Expense)
3065-4017-3030 Professional Services $15,125.00
Increase Budget
(Revenue)
3065-0000-6091 Other Revenue $15,125.00

Resolution No. HSA 2022-3 Page 2
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 23rd day of May 2022.

AYES:

NOES:

ABSENT:

APPROVED:

_______________________________

PAUL CREIGHTON, BOARD CHAIR
ATTEST:
_________________________________

LUCY ARMSTRONG, BOARD CLERK

CITY COUNCIL

AGENDA REPORT

MEETING DATE: May 23, 2022
TO: Mayor and City Council
FROM: Greg Thompson, Community Development Director
PREPARED BY: Justin Vinson
SUBJECT: Approving Budget Amendment establishing budget in Water Enterprise Fund and Awarding General Services Agreement to Yesco Signs LLC for Installation of Lights on the Water Tower (Public Works/Community Development Director
Thompson)

RECOMMENDED COUNCIL ACTION
Adoption of Resolution No. 3314-22 approving Budget Amendment No. 31 amending Fiscal Year 2021-22 Budget establishing budget in the Water Enterprise Fund and awards a General Services Agreement, in a form approved by the City Attorney, to Yesco of Clovis, California for the installation of lights on the water tower located at 760 Cedar Ave, in an amount not to exceed $211,759.64; authorizes and directs the City Manager, or her designee, to execute the Agreement on behalf of the City.

I. BACKGROUND/ANALYSIS:

The water tower that is located at 760 Cedar Ave is a staple of the City of Atwater community. At their regularly scheduled meeting of March 22, 2021, the City Council awarded a General Construction Contract to Techno Coatings, Inc. of Anaheim, California in the amount of $978,000 for the Water Tower Renovation/Recoating Project, City Project 20-15. The recoating portion of this project has been completed and the City is just awaiting for the contractor to receive the new fall protection cable to be shipped and installed before the project can be deemed complete.

Staff is now recommending that the lighting of the water tower be brought up to code.

The Federal Aviation Administration's Standards for Marking and Lighting Structures to Promote Aviation Safety, states that structures 20 feet in diameter but not exceeding 100 feet in diameter must have at least 4 light units per level and this must be seen all the way around the structure. Since the water tower is circular lights must be installed around the tank so they can be seen on all sides, meaning 8 light fixtures will be installed around the water tower. The lights that will be installed will be able to change colors, so that if the City wishes to, they may change the colors of the lights for special occasions.

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

Agenda Report - Page 2
Staff reached out to local and nationwide vendors for informal proposals for the installation of lights on the Water Tower located at 760 Cedar Ave. Only one (1) bid proposal was received. The linebid was received and reviewed for responsiveness and came in at prevailing wage. The Bid Summary (Exhibit "A") shows the lone bid coming in at $211,759.64. Staff has reviewed the bid and determined that the bid submitted by Yesco Controls of Tacoma, Washington for the amount of $211,759.64 is a responsive and acceptable bid.

II. FISCAL IMPACTS:

Upon approval of Budget Amendment No. 27, sufficient funding is available in the Fiscal Year 2021-2022 Budget Water Fund Capital Replacement, Capital Projects, Account No. 6001-1080-XXXX. Pursuant to Section 7: Purchasing Procedures in the City's Purchasing System Manual, Public Works, Informal Bidding section. City Council can award a contract in excess of $200,000 up to $212,500 by four-fifths vote. 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 project is Categorically Exempt (CE) pursuant to the California Environmental Quality Act (CEQA) guidelines, Section 15301, "Existing Facilities" Class 1(c): facilities, repair, maintenance, or minor alteration to existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilites.

Agenda Report - Page 3
IX. STEPS FOLLOWING APPROVAL:

Upon approval by the City Council, the General Services Agreement will be routed for signatures.

Submitted by:

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

Lori Waterman, City Manager
Attachments:

1. Ehiibit A- Bid Summary

2. Ehiibit B- Yesco Quote

3. Exhibit C-Draft General Services Agreement

4. Resolution No. 3314-22 Approves Budget Amendment No. 31 RE Water Enterprise Fund Budget for Water Tower Lights

City of Atwater - Water Tower
Upgrade

5/9/22, 12:40 PM EstimateForm
https://apps.yesco.com/servizio/Estimates.aspx 2/11
Agreement
For Work At Billing Address Account Executive
City of Atwater - Water Tower
760 Cedar Ave
Atwater, CA 95301
Justin Vinson
(209) 777-0273
City of Atwater
470 Aviator Dr
Atwater, CA 95301
Justin Vinson
(209) 777-0273
Justin Henderson
[email protected]
Date Estimate Number Estimate Name Terms Pricing Valid Until Deposit 05/09/2022 32950 City of Atwater - Water Tower Net 30 06/09/2022 $105,879.82 Item Amount
Scope
YESCO to provide labor, equipment and material to install color changing architectural lighting to the legs and the bottom bowl portion of the above ground water tower.  Water tower currently does not have any lighting and YESCO will need to run power from electrical panel location out and up the water tower to feed power to newly installed color changing LED light fixtures being installed.

Install (8) Color Kinetics color changing LED fixtures onto support columns, run power & data up columns.

Install (8) Color Kinetics color changing LED fixtures onto railing, run power & data up columns.

Install load center & controls in maintenance shed.

YESCO will provide labor for Set up, test & programing.

YESCO will provide labor to have underground survey scan completed for electrical under ground trenching from existing panel over to the base of water tower.

YESCO will run underground electrical from electrical panel over to water tower to provide dedicated power for newly installed color changing up lights. This work will include running power up water tower to all fixture locations needing power. YESCO will install electrical outdoor nema enclosure for color changing control to be mounted inside. **Customer will be responsible to provide there own host computer for color changing program to be downloaded on that will have the capabilities to connect to color changing lights through Ethernet hard connection or customer can provide a cellular modem at the water tower for Wi-Fi connection. This would be customers responsibility. *** All Labor is priced at the current prevailing labor rate wage*** Expected lead time on proposed materials is currently 6- 12  weeks from the time that the purchase order is received.

Any applicable permits are not included in this bid; Permit fees will be billed at cost and Labor for permit acquisition will be billed at the applicable labor rate per hour, in addition to the current bid.
44 LABOR
Service Labor - Project Management
$7,714.52
232 LABOR $40,676.56

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Service Labor - Field Labor - Regular Prevailing Wage
64 LABOR - HT
Service Labor - High Time - Field Labor - High Time Prevailing Wage $11,861.12
64 LABOR - HHT
Service Labor - High High Time per Tech hour - Field Labor - High High Time Prevailing Wage
$12,501.12
1 LABOR
Field Service Labor - YESCO to provide lighting control set up technician for programming and training
$6,000.00
1 Misc Service Material
Color Kinetics option Yesco,  + (2) more Data Enablers, iPlayer - Kyle $83,900.00
1 Misc Service Material
For the underground scan
$2,900.00
1 Misc Service Material
Trencher Rental
$1,700.00
1 Misc Service Material
Detectable Underground Tape "Caution Buried Electrical Line" $376.00
1 Misc Service Material
Conduit, wire and enclosures
$2,500.00
1 Misc Service Material
Misc Material - Hardware, brackets and safety equipment $14,400.00
1 Misc Service Material
Concrete Slurry
$2,160.00
1 Shipping Charge (COGS)
Light Fixtures
$835.00
20 Permits -COGS
Over night expense - Rooms - 16 day plus week ends x 3 men - Applegate Inn $9,819.60
20 Permits -COGS
Over night expense - Meals - 16 day plus week ends x 3 men $5,511.00
Subtotal $202,854.92
Estimated Sales Tax $8,904.72
Total $211,759.64

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Agreement Acceptance for Estimate 32950
YESCO's Standard Terms and Conditions, available at www.yesco.com/terms/standardtermsandconditions.pdf, are an integral part of this agreement and are incorporated by reference. City of Atwater acknowledges that it has accessed and reviewed the Standard Terms and Conditions. Upon acceptance by an authorized agent of YESCO LLC, this agreement becomes effective as of the last date signed below. This document is a complete integration and final expression of the agreement between the parties, and may not be amended, supplemented, or otherwise modified except by written agreement executed by authorized representatives of each.

City of Atwater YESCO LLC
Signature
\s1\ Signature\s2\
Title \t1\ Title \t2\
Name \n1\ Name \n2\
Date Signed \d1\ Date Signed \d2\

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Invoice
Bill To Ship To Office Location
City of Atwater
470 Aviator Dr
Atwater, CA 95301
US
City of Atwater - Water Tower
760 Cedar Ave
Atwater, CA 95301
US
Justin Henderson
[email protected]
487 Park Creek Drive Suite,
#101
Clovis, CA 93611
Estimate Number Terms Account Executive
32950 DUE ON ACCEPTANCE Justin Henderson
Item Amount
Down Payment Invoice for 50% (Prefunding) $105,879.82
Total $105,879.82

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Invoice
Bill To Ship To Office Location
City of Atwater
470 Aviator Dr
Atwater, CA 95301
US
City of Atwater - Water Tower
760 Cedar Ave
Atwater, CA 95301
US
Justin Henderson
[email protected]
487 Park Creek Drive Suite,
#101
Clovis, CA 93611
Estimate Number Terms Account Executive
32950 DUE ON ACCEPTANCE Justin Henderson
Item Amount
Down Payment Invoice for 50% (Prefunding) $118,003.82
Total $118,003.82

Sign & Lighting Service
Since 1920 our skilled technicians have been keeping our customers’ sign and lighting looking great and working the way they are supposed to. We also go the extra-mile by regularly patrolling customers’ locations to make sure their signs and lighting are always working properly and looking their best. With a hassle free maintenance agreement, we can spot problems and make repairs before you or anyone else realizes they are needed. YESCO service experts are ready to provide the quality service you need by maximizing the benefits your signs and lighting deliver. YESCO offers and recommends ongoing service and maintenance programs tailored specifically to meet the individual project needs. The terms and scope of the maintenance program are subject to final negotiations.

Electric Signs & Displays
Electric signs and displays often provide the first impression of a business and play a critical role in creating lasting perceptions. At YESCO, we understand the value of a properly working sign. We have built our reputation on maximizing our clients’ sign investments by keeping all their displays functioning properly and looking their best. Since 1920, YESCO has helped businesses and organizations in virtually every industry maximize their success by providing superior sign and display service and maintenance.

We want to do the same for your company.

Sign & Lighting Patrol
To ensure your signs and lighting are looking their best, we send out patrols that regularly inspect the condition of your signs and lighting. We can spot problems and make repairs before you or anyone else they are needed.

YESCO service experts are ready to provide the quality service you need by maximizing the benefits your signs and lighting deliver.

LED displays consist of multiple different electronic components. The LED displays endure significant temperature fluctuation and other environmental factors that degrade electronic components over the life of the display. In order to maximize the operating function of the displays over their useful lifetime, YESCO recommends an ongoing Service and Maintenance program. These programs are tailored to fit the needs of the individual properties and LED display Technologies.

LED Technology
Maintenance Program Overview

Thank You…

High-output exterior medium-throw floodlight
with intelligent white and color light
ReachElite High Output is a superior exterior luminaire for lighting mid- to large-scale structures up to 30 m (100 ft) away with a combination of tight near-field color mixing, precise optical control, and high efficiency up to 87 lm/W - an industry first. Leveraging our rich legacy of innovation and leadership in optics and LED control technology, ReachElite High Output introduces a unique LED array to the market with over 500 LEDs per 100W module, allowing close luminaire placement where fully-mixed, uniform light is important. ReachElite High Output, IntelliHue delivers our highestquality white and saturated color light from the same luminaire.

With Chromasync technology, ReachElite High Output optimizes the power to each LED channel providing industry-leading output in the professional exterior LED luminaire market.

Date:

Type:

Firm Name:

Project:

ReachElite_High_Output_Powercore_IntelliHue_100_24degree_Spread_Lens ReachElite High Output
Powercore IntelliHue 100
100 to 277 VAC, 24° Spread Lens,
UL/cUL, CE, CQC
• Up to 87 lumens per watt—Delivering exceptionally high flux up to 87 lm/W, ReachElite High Output maximizes lumens from each LED channel individually. Providing remarkable lumen output, this breakthrough approach far exceeds lumen output from traditional luminaires by 3X, easing specification, and reducing the overall cost of each project.
• Close mixing distance—ReachElite High Output features a native 20 degree luminaire with over 500 LEDs, custom optics, and an internal diffuser. This unique design virtually eliminates pixilation and shortens mixing distance dramatically, providing beautiful consistent light, even at close range.
• Application adaptability—ReachElite High Output excels in a wide range of lighting applications including flood lighting, spot lighting, wall grazing, and wall washing. Optional secondary accessories combined with easy precise aiming bring flexibility to customize the look and performance of any project.

Precision optical system allows for placement freedom.
• Design flexibility—ReachElite High Output is available in three versions: 100 W, 200 W, and 300 W. Each luminaire contains either one, two, or three 100 W heads that can be aimed independently of each other. This empowers lighting designers to utilize multiple applications and beam direction in a single luminaire.
• Chromasync technology—Improves color consistency between all LED luminaires within 2SDCM and simplifies commissioning.

The color control algorithm utilizes active temperature measurement combined with the data measured during
manufacturing each array.
• Flexible field-installed accessories—Choose from a full line of high-quality accessories, from six different spread lenses, a louver, full and half glare shields, a rock guard, and a slipfitter mount for all ReachElite luminaires. Color Kinetics accessories make project customization simple.
• Reliable—ReachElite High Output Powercore provides years of reliable use under rugged conditions. ReachElite High Output raises reliability even further with more protection from corrosion by meeting ASTM B117 standard for > 1,500 hours of corrosion resistance and ANSI C136.31-2018 standard with a 5G vibration rating (3G with slipfitter), and elimination of water pooling on main cover lens and accessories.
• Integrated Powercore technology—Patented Powercore
controls power output to luminaires directly from line voltage – rapidly, efficiently, and accurately. The Color Kinetics Data Enabler Pro merges line voltage with control data and delivers them to luminaires over a single standard cable, dramatically simplifying installation and lowering total system cost. • Easily controlled—Works seamlessly with the Color Kinetics full range of controllers, including Light System Manager, Video System Manager Pro, iPlayer 3, Antumbra iColor Keypad, and ColorDial Pro—as well as third-party controllers.

For detailed product information, please refer to the ReachElite Product Guide at www.colorkinetics.com/global/products/ intellihue/reachelite-highoutput-intellihue-powercore/

2 ReachElite High Output Powercore IntelliHue 100, 100 to 277 VAC, 24° Spread Lens, UL/cUL, CE, CQC Specification Sheet Specifications
Due to continuous improvements and innovations, specifications may change without notice. † ReachElite High Output 100 lumen output measurements comply with IES LM-79-08 testing procedures. § Lxx = xx% lumen maintenance (when light output drops below xx% of initial output). All values are given at B10, or the median value where 90% of the LED population is better than the reported or calculated lumen maintenance measurement.
¶ Minimum surge limits per IEC 61547, tested in accordance with IEC 61000-4-5. ¶¶Lumen maintenance figures are based on lifetime prediction graphs supplied by LED source manufacturers. Whenever possible, figures use measurements that comply with IES LM-80-08 testing procedures. In accordance with TM-21-11, Reported values represent the interpolated value based on six times the LM-80-08 total test duration (in hours). Calculated values represent time durations that exceed six times the total test duration.

Output
Beam Angle 24°
Lumens All Channels Full On† 4,730
Efficacy (lm/W) All Channels Full On 44.6
CRI All Channels Full On 71.1
LED Channels Red/Green/Blue/Mint White
Electrical
Input Voltage 100 to 277 VAC, auto-ranging, 50/60 Hz
Power Consumption 100 W
(Maximum at full output, steady state)
Power Factor 0.97 @ 120 VAC

0.90 @ 277 VAC
Surge Limits¶ 2 kV maximum differential (L to N)
4 kV maximum common (L to Gnd or N to Gnd)
For additional Surge Protection Requirements for LED Lighting Systems, please refer to www.colorkinetics.com/KB/surge-protection.

Control
Interface Data Enabler Pro (DMX/Ethernet)
Control System
Color Kinetics full range of controllers, including Light System Manager, Video System Manager Pro, iPlayer 3, Antumbra iColor Keypad, and ColorDial Pro, or third-party controllers
Remote Monitoring & Management Philips ActiveSite Ready, works with Interact Landmark
Lumen Maintenance
Threshold§ Ambient
Temperature Reported¶¶ Calculated¶¶
L90 25 °C 46,629 46,629
50 °C 17,268 17,268
L80 25 °C > 66,000 > 100,000
50 °C 36,442 36,442
L70 25 °C > 66,000 > 100,000
50 °C 58,180 58,180
L50 25 °C > 66,000 > 100,000
50 °C > 66,000 > 100,000
Physical
Dimensions 285.22 x 647.25 x 196 mm (11.25 x 25.5 x 7.68 in) (Height x Width x Depth)
Weight 14.5 kg (32 lb)
Effective Projected Area (EPA) 0.182 m² (1.96 ft²)
With full glare shield.

Housing Material Die-cast aluminium, black powder-coated finish Lens Clear tempered glass
Luminaire Connections Integral male/female waterproof
connector
Temperature Ranges
-40 to 50 °C (-40 to 122 °F) Operating
-20 to 50 °C (-4 to 122 °F) Startup
-40 to 80 °C (-40 to 176 °F) Storage
Vibration Resistance
ANSI C136.31 with a 5G vibration rating (3G with Slipfitter mount) Mechanical Impact IK09 (IK10 with Louver or Wire Rock Guard accessory.)
Corrosion Resistance
Complies with ASTM B117 standard for > 1,500 hours
Humidity 0 to 95%, non-condensing
Luminaire Run Lengths
To calculate luminaire run lengths and total power consumption for your specific installation, download the Configuration Calculator from www.colorkinetics.com/support/install_tool/
Certification and Safety
Approbation UL/cUL, FCC Class A, CE, PSE, CQC, RCM
Environment Dry/Damp/Wet Location, IP66
For additional Energy Efficiency Class Information, please refer to https://colorkinetics.helpdocs.io/article/cviis2p8qq.

Photometrics 100 W, 24° Spread Lens
Photometric data is based on test results from an independent NIST traceable testing lab. IES data is available at www.colorkinetics.com/global/support/ies. 500 mm (19.68 in)
298 mm (27.5 in) Minimum
250 mm
(9.84 in)
60 mm
(2.36 in)
Ø 14 mm
(0.56 in)
285.22 mm
(11.25 in)

54.25 mm (2.12 in)
20 mm (0.81 in)
196 mm(7.68 in)
647.25 mm (25.5 in)
8 mm Hex
(2) Places
Ø 196 mm
(7.68 in)
70 mm
(2.75 in)
ReachElite High Output Powercore IntelliHue 100, 100 to 277 VAC, 24° Spread Lens, UL/cUL, CE, CQC Specification Sheet 3 Dimensions
Polar Candela Distribution
Cd: 0
3,000
6,000
9,000
12,000
15,000
18,000
VA: 0º 10º 20º 30º 40º
90º
80º
70º
60º
50º
- 0º H  - 90º H
0 25 45 70 90
0 17262 17262 17262 17262 17262
5 14730 14786 14582 14786 14614
15 5785 5718 5685 5668 5634
25 1867 1860 1842 1812 1770
35 697 685 655 629 621
45 302 290 263 246 246
55 145 138 119 104 104
65 57 55 44 36 36
75 4 7 4 1 1
85 0 0 0 0 0
90 0 0 0 0 0
Zone Lumens % Luminaire
0-30 3763.3 82%
0-40 4197.4 92%
0-60 4530.2 99%
60-90 54.3 1%
70-100 6.9 0%
90-120 0.0 0%
0-90 4584.5 100%
90-180 0.0 0%
0-180 4584.5 100%
Zonal Lumen
For lux multiply fc by 10.7
24°
RCC %: 80 70 50 30 10 0
RW %: 70 50 30 0 70 50 30 0 50 30 20 50 30 20 50 30 20 0 Eective Floor Cavity Reectance: 20%
RCR:
0 1
2 3
4 5
6 7
8 9
10 1.19 1.19 1.19 1.19 1.16 1.16 1.16 1.00 1.11 1.11 1.11 1.06 1.06 1.06 1.02 1.02 1.02 1.00

1.14 1.12 1.10 1.08 1.12 1.10 1.08 0.95 1.06 1.04 1.03 1.02 1.01 1.00 0.99 0.98 0.97 0.95

1.09 1.05 1.02 0.99 1.07 1.04 1.00 0.91 1.00 0.98 0.95 0.97 0.95 0.93 0.95 0.93 0.92 0.90

1.05 0.99 0.95 0.92 1.03 0.98 0.94 0.86 0.96 0.92 0.90 0.93 0.90 0.88 0.91 0.89 0.87 0.85

1.01 0.94 0.90 0.86 0.99 0.93 0.89 0.82 0.91 0.87 0.84 0.89 0.86 0.83 0.87 0.85 0.83 0.81

0.97 0.90 0.85 0.81 0.95 0.89 0.84 0.78 0.87 0.83 0.80 0.86 0.82 0.79 0.84 0.81 0.79 0.77

0.93 0.86 0.81 0.77 0.92 0.85 0.80 0.75 0.84 0.79 0.76 0.82 0.79 0.76 0.81 0.78 0.75 0.74

0.90 0.82 0.77 0.73 0.89 0.81 0.77 0.72 0.80 0.76 0.73 0.79 0.75 0.73 0.78 0.75 0.72 0.71

0.87 0.79 0.74 0.70 0.86 0.78 0.73 0.69 0.77 0.73 0.70 0.76 0.72 0.70 0.75 0.72 0.69 0.68

0.84 0.76 0.71 0.68 0.83 0.75 0.71 0.67 0.74 0.70 0.67 0.74 0.70 0.67 0.73 0.69 0.67 0.66

0.81 0.73 0.68 0.65 0.80 0.73 0.68 0.64 0.72 0.68 0.65 0.71 0.67 0.65 0.71 0.67 0.64 0.63 Coefficients of Utilization - Zonal Cavity Method
Beam Angle 24°
LEDs All channels full on
Lumens All Channels Full On 4,730
Efficacy (lm/W) All Channels Full On 44.6
Illuminance at Distance Center Beam fc Beam Width
4 ft
8 ft
12 ft
16 ft
20 ft
24 ft
1,078.9 fc
269.7 fc
119.9 fc

67.4 fc

43.2 fc

30.0 fc

1.6 ft

3.2 ft

4.8 ft

6.4 ft

8.1 ft

9.7 ft

1.6 ft

3.2 ft

4.8 ft

6.3 ft

7.9 ft

9.5 ft
Horiz. Spread: 22.4º

39.6 m (130 ft)  Vert. Spread: 22.8º
1 fc maximum distance

Color Kinetics
www.colorkinetics.com/global/products/intellihue/reachelite-highoutputintellihue-powercore/ © 2021 Signify Holding. All rights reserved. Specifications are subject to change without notice. No representation or warranty as to the accuracy or completeness of the information included herein is given and any liability for any action in reliance thereon is disclaimed.
9/8/2021
Luminaire Item Number Item 12NC
ReachElite High Output Powercore IntelliHue 100, 423-000103-05 912400137124 100 to 277 VAC, 24° Spread Lens, UL/cUL, CE, CQC
Luminaire only. Leader cable sold separately.

Associated Part
Spread Lens With Trim Bezel, 24° 120-000197-07 912400135537 Accessories
Slipfitter Mount, 2-3/8in 120-000197-04 912400135534
Louver 120-000197-02 912400135532
Rock Guard 120-000197-03 912400135533
Half Glare Shield 120-000197-01 912400135531
Full Glare Shield 120-000197-00 912400135530
Spread Lens With Trim Bezel, 33° 120-000197-08 912400135538 Spread Lens With Trim Bezel, 55° 120-000197-09 912400135539 Spread Lens With Trim Bezel, 73° 120-000197-10 912400135540 Spread Lens With Trim Bezel, 88° 120-000197-11 912400135541 Spread Lens With Trim Bezel, 25° x 43° 120-000197-12 912400135542 Leader Cable, 50 ft, UL 108-000056-00 910503703138
Leader Cable, 50 ft, CE 108-000056-01 910503704069
Leader Cable, 10 ft, UL 108-000056-03 910503704071
Leader Cable, 10 ft, CE 108-000056-04 910503704072
Power/Data Supplies
Data Enabler Pro, 3/4 in / 1/2 in NPT (U.S. trade size conduit) 106-000004-00 910503701210 Data Enabler Pro, PG21/PG13 (metric size conduit) 106-000004-01 910503701211 Luminaire and Accessories Use Item Number when ordering in North America

ColorBlast Powercore
gen4
RGBW, 100 – 277 VAC, 60° Spread Lens, Gray Housing, UL/CE .

Customizable exterior LED flood luminaire with
intelligent color light
ColorBlast Powercore gen4 high-performance LED luminaires combine white and rich, saturated, color and color-changing effects with simplified installation. ColorBlast Powercore gen4 offers a range of accessories that allow customizable beam angles for floodlighting, spotlighting, wall washing, and grazing, along with the efficiency and cost-effectiveness of Powercore technology in a rugged die-cast aluminium housing.

ColorBlast Powercore
gen4
LED Luminaire
CK_SPEC14_ColorBlastPC_gen4_RGBW_100-277VAC_60deg_GrayHousing_UL Date:

Type:

Firm Name:

Project:

LED FLOOD FIXTURES FOR UNDER WATER TOWER

2 BCP484 36xLED-HB/RGBW 100-277V 10 GR, ColorBlast Powercore gen4, RGBW, 100 – 277 VAC, 60° Spread Lens, Gray Housing, UL/CE Specification Sheet ColorBlast Powercore gen4
Customizable exterior LED flood luminaire with intelligent color light Dimensions
• Expands customization with a wide range of new Philips accessory options. In addition to the native 10° lens, five different spread lenses can customize the luminaire to
produce 20°, 40°, 60°, 80°, and 10° x 40° (asymmetric)
beam angles. Three housing color choices (black, gray,
and white) – plus the option to add or combine a
louver, rock guard, full glare shield, and half glare shield – create new aesthetic possibilities for designers and
architects.
• Improves color consistency between all LED luminaires in a family with Chromasync technology. During the
manufacturing process a calibrated light measurement
device creates an algorithm to define a common color
gamut for an entire family of LED luminaires. When
Chromasync is enabled, color consistency between
luminaires is achieved without having to manually adjust color points on each luminaire.
• Meets ASTM B117 standard for > 1,500 hours of corrosion resistance and ANSI C136.31-2010 standard with a 3G
vibration rating.
• Features an innovative, redesigned optical system that improves the quality of light from each LED, enhancing
the color uniformity and color mixing capabilities of each ColorBlast Powercore gen4 luminaire.
• Improves durability with new flat lens that prevents
water from pooling into the luminaire, keeping the LEDs protected and secure over the course of a luminaire’s
lifetime.
• Integrates patented Powercore technology that
controls power output to luminaires directly from line
voltage – rapidly, efficiently, and accurately. The Philips Color Kinetics Data Enabler Pro merges line voltage
with control data and delivers them to luminaires
over a single standard cable, dramatically simplifying
installation and lowering total system cost.
• Universal power input range of 100 to 277 VAC.
• Works seamlessly with the complete Philips Color
Kinetics line of controllers, including ColorDial Pro,
iPlayer 3, and Light System Manager – as well as thirdparty controllers.

For detailed product information, please refer to the
ColorBlast Powercore gen4 Product Guide at www.
colorkinetics.com/ls/rgb/ColorBlast-Powercore-gen4-
rgbw/
4 x Ø 5 mm
(0.2 in)
Ø 88.9 mm
(3.5 in)

99.8 mm
(3.9 in)

44.7 mm
(1.7 in)
166 mm (6.5 in)
171.2 mm (6.74 in)
183.7 mm (7.2 in)
120.1 mm
(4.72 in)
337.8 mm (13.2 in)
166.1 mm (6.5 in)
105 mm (4.1 in)
51 mm (2 in)
19 mm(0.75 in)
146 mm (5.75 in)
5x
M20x1.5 (CE) or
1/2 in-14 NPS (UL)
4x
10-24
4x
Ø 7 mm
(0.29 in)
127 mm (5 in)
Optional wiring compartment

ColorBlast Powercore gen4, RGBW, 100 – 277 VAC, 60° Spread Lens, Gray Housing, UL/CE Specification Sheet 3 † Lumen measurement complies with IES LM-79-08 testing procedures. § Lxx = xx% lumen maintenance (when light output drops below xx% of initial output). All values are given at B10, or the median value where 90% of the LED population is better than the reported or calculated lumen maintenance measurement.
¶ Lumen maintenance figures are based on lifetime prediction graphs supplied by LED source manufacturers. Whenever possible, figures use measurements that comply with IES LM-80-08 testing procedures. In accordance with TM-21-11, Reported values represent the interpolated value based on six times the LM-80-08 total test duration (in hours). Calculated values represent time durations that exceed six times the total test duration.

Specifications
Due to continuous improvements and innovations, specifications may change without notice.

ColorBlast Powercore gen4
RGBW, 100 – 277 VAC, 60° Spread Lens, Gray Housing, UL/CE Physical
Dimensions 183.7 x 338 x 171 mm (7.2 x 13.3 x 6.75 in)
(Height x Width x Depth)
Weight 3.9 kg (8.2 lb)
Effective Projected Area (EPA) 0.068 m² (0.73 ft²)
(Luminaire plus Full Glare Shield)
Housing Material Die-cast aluminium, powder-coated finish Lens Clear tempered glass
Luminaire Connections 1.8 m (6 ft) unified power/data cable Temperature Ranges
-40 to 50 °C (-40 to 122 °F) Operating
-20 to 50 °C (-4 to 122 °F) Startup
-40 to 80 °C (-40 to 176 °F) Storage
Vibration Resistance Complies with ANSI C136.31, 3G
Mechanical Impact IK10
Corrosion Resistance
Complies with ASTM B117 standard for > 1, 500 hours
Humidity 0 to 95%, non-condensing
Luminaire Run Lengths
To calculate luminaire run lengths and total power consumption for your specific installation, download the Configuration Calculator from www.colorkinetics.com/support/install_tool/
Certification and Safety
Approbation UL/cUL, FCC Class A, CE, PSE, CQC, RCM
Environment Dry/Damp/Wet Location, IP66
Output
Beam Angle 60°
Lumens† 1,791
Efficacy (lm/W) 35
LED Channels Red/Green/Blue/White
Electrical
Input Voltage 100 to 277 VAC, auto-ranging, 50/60 Hz
Power Consumption 50 W
(Maximum at full output, steady state)
Power Factor 0.99 @ 120 VAC

0.9 @ 277 VAC
Control
Interface Data Enabler Pro (DMX/Ethernet)
Control System
Philips Color Kinetics full range of controllers, including Light System Manager, Video System Manager Pro, iPlayer 3, Antumbra iColor Keypad, and ColorDial Pro, or third-party controllers
ActiveSite ActiveSite Ready
Lumen Maintenance
Threshold§ Ambient
Temperature Reported¶ Calculated¶
L90 25 °C 13,100 13,100
50 °C 13,100 13,100
L80 25 °C 28,600 28,600
50 °C 28,600 28,600
L70 25 °C 46,100 46,100
50 °C 46,100 46,100
L50 25 °C > 54,000 90,300
50 °C > 54,000 90,300
Date:

Type:

Firm Name:

Project:

Data Enabler Pro delivers integrated
data and power to intelligent color
and tunable white LED lighting fixtures
employing Powercore technology from
Philips Color Kinetics. Data Enabler Pro
integrates many of the features of the
previous generation of Data Enablers,
including Data Enabler DMX, Data
Enabler Ethernet, and Data Enabler EO.

Data Enabler Pro is the single solution
for all intelligent Powercore-based
installations, whether DMX or Ethernet,
color or white, indoors or outdoors.
• Easy installation — Accessible, clearly
labeled terminal block connectors
for DMX, Ethernet, line voltage,
and fixtures make installation easy.

Tethered cover with captive screws
ensures convenient removal and
replacement.
• Supports fixtures employing
Powercore technology — Powercore
technology rapidly, efficiently, and
accurately controls power output to
LED lighting fixtures directly from
line voltage. Philips Data Enabler
Pro merges line voltage and control data
and delivers them to Powercore fixtures
over a single cable, dramatically simplifying
installation and lowering total system cost.
• On-board diagnostics — On-board indicator
LEDs provide visual feedback for normal
operation, Ethernet connection detection, and
Ethernet and DMX data transmission.
• Full support for DMX and Ethernet —
Provides inputs and outputs for both DMX
and Ethernet, allowing you to connect
multiple Data Enabler Pro devices in series.

Also provides an Ethernet output terminal for
eW Accent MX Powercore and iColorAccent
MX Powercore support.
• Outdoor-rated for use in damp and wet
environments — Data Enabler Pro offers
superior leakage protection in a cast
aluminum, IP66-rated enclosure.
• Multiple conduit entries — Data Enabler Pro
conduit entries accommodate NPT conduit in
US trade sizes of 1/2 in and 3/4 in, or metric
sizes of PG13 and PG21.
• Universal power input range — Data Enabler
Pro automatically senses mains voltages
ranging from 100 – 277 VAC, and passes
mains voltages through to all connected lights.
• Designed for maximum energy efficiency
— Data Enabler Pro consumes just 20 W
maximum. Optional power-saving modes
automatically cut power to attached lights
when lights are off for a configurable number
of minutes.

Date: _____________________________ Type: _________________________ Firm Name: ______________________________________________________ Project: _________________________________________________________ Data Enabler Pro
Integrated data and power for intelligent LED lighting fixtures employing Powercore technology
D For information on installation
planning, including electrical and data
configuration guidelines, view or download
the Data Enabler Pro Product Guide
from www.philipscolorkinetics.com/ls/pds/
dataenablerpro/
Light System
Manager Controller
100 – 240 VAC
Ethernet
Controller
Keypad
Ethernet
Switch
CAT 5e Cable CAT 5e Cable
Ethernet Data
Junction
Box
Data Enabler
Pro
100 – 240 VAC
100 – 240 VAC
Controller
Keypad iPlayer 3
Controller
Data Enabler
Pro
Serial Cable
DMX Data
Junction
Box
DMX Configuration
Ethernet Configuration
Data Enabler Pro
Integrated data and power for intelligent LED lighting fi xtures using Powercore

Philips Color Kinetics
3 Burlington Woods Drive
Burlington, Massachusetts 01803 USA
Tel 888.385.5742
Tel 617.423.9999
Fax 617.423.9998
www.philipscolorkinetics.com
Copyright © 2010 – 2012 Philips Solid-State Lighting Solutions, Inc. All rights reserved.

Chromacore, Chromasic, CK, the CK logo, Color Kinetics, the Color Kinetics logo, ColorBlast, ColorBlaze, ColorBurst, eW Fuse, ColorGraze, ColorPlay, ColorReach, iW Reach, eW Reach, DIMand, EssentialWhite, eW, iColor, iColor Cove, IntelliWhite, iW, iPlayer, Optibin, and Powercore are either registered trademarks or trademarks of Philips Solid-State Lighting Solutions, Inc. in the United States and / or other countries. All other brand or product names are trademarks or registered trademarks of their respective owners. Due to continuous improvements and innovations, specifications may change without notice. DAS-000052-01 R06 10-15 Specifications
Due to continuous improvements and innovations, specifications may change without notice.

Use Item Number when ordering in North America.

Data Enabler Pro
DESIGNED AND DEVELOPED IN THE USA.

MADE IN CHINA.
www. colorkinetics.com
Data Enabler Pro

5.4 13

3.4 in
87 mm

2.35 in
60 mm

1.7 in
43 mm

6.35 in
161.3 mm

1.6 in
41 mm
.8 in Ø (UL)
Accepts ½ in NPT

20.4 mm Ø (CE)
Accepts M20

1.05 in Ø (UL)
Accepts ¾ in NPT

26.8 mm Ø (CE)
Accepts M25

10.5 in
267 mm

9.6 in
244 mm

8.7 in
267 mm

2.8 in
71 mm
3 mm hex
.1875 in Ø

4.8 mm
DESIGNEDAND DEVELOPED IN THE USA. MADE IN CHINA.
www. colorkinetics.com
Data Enabler Pro
Data Enabler Pro
DESIGNED AND DEVELOPED IN THE USA.

MADE IN CHINA.
www. colorkinetics.com
Data Enabler Pro

5.4 in
138 mm

3.4 in
87 mm

2.35 in
60 mm

1.7 in
43 mm

6.35 in
161.3 mm

1.6 in
41 mm
.8 in Ø (UL)
Accepts ½ in NPT

20.4 mm Ø (CE)
Accepts M20

1.05 in Ø (UL)
Accepts ¾ in NPT

26.8 mm Ø (CE)
Accepts M25

10.5 in
267 mm

9.6 in
244 mm

8.7 in
267 mm

2.8 in
71 mm
3 mm hex
.1875 in Ø

4.8 mm
DESIGNEDAND DEVELOPED IN THE USA.

MADE IN CHINA.
www. colorkinetics.com
Data Enabler Pro
Ordering Information
Item Specification Details
Electrical
Input Voltage 100 – 277 VAC*, auto-ranging, 50 / 60 Hz
Maximum Input Current 16.5 A maximum
Power Consumption 20 W maximum
Load Current 16 A maximum
Connections
Power Input 3-wire PC terminal block connector†
Power / Data Output
4-wire PC terminal block connector†
4-wire IDC terminal block connector (eW Accent MX
Powercore and iColor Accent MX Powercore only)‡
DMX Input / Output Double-pair, double-entry IDC connectors‡ Ethernet Input / Output Double-pair, double-entry IDC connectors‡ Physical
Dimensions
(Height x Width x Depth) 3.4 x 10.5 x 5.4 in (87 x 267 x 138 mm) Weight 5.4 lb (2.4 kg)
Construction Cast aluminum enclosure with slots for surface mounting
Finish Powder-coated industrial gray matte
Threaded Openings 3/4 in NPT for power / 1/2 in NPT for data (US trade) PG21 for power / PG13 for data (metric)
Temperature Ranges
-40° – 122° F (-40° – 50° C) Operating
-4° – 122° F (-20° – 50° C) Startup
-40° – 176° F (-40° – 80° C) Storage
Humidity 0 – 95%, non-condensing
Cooling Convection
Heat Dissipation 20 W
Data Input Source
Philips full range of controllers, third-party DMX
controllers, or KiNET-compatible§ third-party Ethernet
controllers
Certification
and Safety
Certification UL / cUL, FCC Class A, CE, C-Tick
Environment Dry / Damp / Wet Location, IP66
Item Type Item Number Philips 12NC
Data Enabler Pro
3/4 in / 1/2 in NPT
(US trade size conduit) 106-000004-00 910503701210
PG21 / PG13
(metric size conduit) 106-000004-01 910503701211
* Verify that the line voltage is appropriate for the lighting fixtures in your installation. See a specific fixture’s documentation for supported line voltages.
† PC terminal block connectors accept recommended wire sizes from 8 – 18 AWG (8.37 – 0.823 mm2
).
‡ IDC connectors accept wire sizes from 22 – 26 AWG (0.326 – 0.129 mm2 ).
§ KiNETis the Ethernet lighting protocol from Philips Color Kinetics.

Luminaire and Accessories Use Item Number when ordering in North America.

Copyright © 2018 Philips Lighting Holding B.V. All rights reserved.

Chromacore, Chromasic, CK, the CK logo, Color Kinetics, the Color Kinetics logo, ColorBlast, ColorBlaze, ColorBurst, eW Fuse, ColorGraze, ColorPlay, ColorReach, iW Reach, eW Reach, DIMand, EssentialWhite, eW, EvenBalance, iColor, iColor Cove, IntelliWhite, iW, iPlayer, Optibin, and Powercore are either registered trademarks or trademarks of Philips Lighting Holding B.V. in the United States and/or other countries. All other brand or product names are trademarks or registered trademarks of their respective owners. Due to continuous improvements and innovations, specifications may change without notice.

DAS-000008-88 R03 08 Mar 2018
ColorBlast Powercore gen4 Photometrics 60° frosted lens Photometric data is based on test results from an independent NIST traceable testing lab. IES data is available at www.colorkinetics.com/support/ies.

Luminaire Item Number Philips 12NC
ColorBlast Powercore gen4 RGBW, 100 – 277 VAC, Gray Housing, UL/CE 423-000012-04 912400133547 Luminaire only. Values in this specification sheet represent both the luminaire and spread lens combined. Spread lens available below in Associated Part.

Associated Part
60° Spread lens 120-000185-10 912400130346
Trim Ring required for mounting. Must be ordered separately.

Accessories
Trim Ring, Gray 120-000185-15 912400133530
Louver, Gray 120-000185-17 912400133532
Rock Guard, Gray 120-000185-18 912400133533
Half Glare Shield, Gray 120-000185-19 912400133534
Full Glare Shield, Gray 120-000185-16 912400133531
Power Supplies
Data Enabler Pro, 3/4 in / 1/2 in NPT (U.S. trade size conduit) 106-000004-00 910503701210 Data Enabler Pro, PG21/PG13 (metric size conduit) 106-000004-01 910503701211 Polar Candela Distribution
Cd: 0
283
567
850
1,133
1,417
1,700
VA: 0º 10º 20º 30º 40º
90º
80º
70º
60º
50º
- 0º H  - 90º H
0 25 45 70 90
0 1580 1580 1580 1580 1580
5 1555 1562 1570 1554 1555
15 1413 1403 1409 1398 1395
25 1101 1093 1099 1099 1096
35 667 670 676 683 682
45 275 284 293 297 299
55 88 92 94 96 98
65 33 34 35 36 36
75 13 14 14 15 15
85 1 2 2 2 2
90 0 0 0 0 0
Zone Lumens % Luminaire
0-30 1,049.0 58.6%
0-40 1,457.0 81.4%
0-60 1,743.9 97.4%
0-90 1,791.0 100.0%
60-90 47.1 2.6%
70-100 15.2 0.8%
90-120 0.0 0.0%
90-180 0.0 0.0%
0-180 1,791.0 100.0%
Zonal Lumen
For lux multiply fc by 10.7
60º
Beam Angle 60°

LED RGBW
Lumens 1,791
Efficacy (lm/W) 34.9
RCC %: 80 70 50 30 10 0
RW %: 70 50 30 0 70 50 30 0 50 30 20 50 30 20 50 30 20 0 Eective Floor Cavity Reectance: 20%
RCR:
0 1
2 3
4 5
6 7
8 9
10 1.19 1.19 1.19 1.19 1.16 1.16 1.16 1.00 1.11 1.11 1.11 1.06 1.06 1.06 1.02 1.02 1.02 1.00

1.13 1.10 1.07 1.04 1.10 1.07 1.05 0.92 1.03 1.01 0.99 1.00 0.98 0.97 0.96 0.95 0.94 0.92

1.06 1.01 0.96 0.92 1.04 0.99 0.95 0.85 0.96 0.92 0.89 0.93 0.90 0.87 0.90 0.88 0.86 0.84

1.00 0.93 0.87 0.83 0.98 0.91 0.86 0.78 0.89 0.84 0.81 0.86 0.82 0.79 0.84 0.81 0.78 0.76

0.94 0.86 0.79 0.75 0.92 0.84 0.79 0.71 0.82 0.77 0.73 0.80 0.76 0.72 0.78 0.75 0.72 0.70

0.89 0.79 0.73 0.68 0.87 0.78 0.72 0.66 0.76 0.71 0.67 0.75 0.70 0.66 0.73 0.69 0.66 0.64

0.84 0.74 0.67 0.62 0.82 0.73 0.67 0.60 0.71 0.66 0.62 0.70 0.65 0.61 0.68 0.64 0.61 0.59

0.79 0.69 0.62 0.57 0.78 0.68 0.62 0.56 0.67 0.61 0.57 0.65 0.60 0.56 0.64 0.60 0.56 0.55

0.75 0.64 0.58 0.53 0.73 0.64 0.57 0.52 0.62 0.57 0.53 0.61 0.56 0.52 0.60 0.56 0.52 0.51

0.71 0.60 0.54 0.49 0.70 0.60 0.53 0.48 0.59 0.53 0.49 0.58 0.52 0.49 0.57 0.52 0.49 0.47

0.67 0.56 0.50 0.46 0.66 0.56 0.50 0.45 0.55 0.50 0.46 0.54 0.49 0.46 0.54 0.49 0.45 0.44 Coefficients of Utilization - Zonal Cavity Method
Illuminance at Distance
Center Beam fc Beam Width
4 ft
8 ft
12 ft
16 ft
20 ft
24 ft
99 fc
25 fc
11 fc
6 fc
4 fc
3 fc

4.9 ft

9.8 ft

14.7 ft

19.6 ft

24.5 ft

29.4 ft

5.0 ft

10.0 ft

15.0 ft

20.0 ft

25.0 ft

30.0 ft
Horiz. Spread: 64.0º

39.7 ft (12.1 m)  Vert. Spread: 63.1º
1 fc maximum distance
Philips Color Kinetics
www.philips.com/colorkinetics

iPlayer 3
North America Power Cord
Author, configure, and control dynamic LED light
shows for DMX lighting networks
iPlayer 3 controller is a compact yet powerful show storage and playback device capable of delivering light shows to installations with up to 340 unique light addresses. Packaged with ColorPlay 3 light show authoring software, iPlayer 3 is designed to add new levels of sophistication and flexibility to your lighting installations while eliminating the need for expensive lighting boards and technical programming expertise.
iPlayer 3
LED Controller

2 iPlayer 3, North America Power Cord Specification Sheet • Easy to use—With factory preset shows, custom showauthoring capabilities, an intuitive LCD interface, removable SD card storage, and onboard light addressing features, iPlayer 3 enables you to spend more time on
the creative aspects of lighting design and less time
on setup.
• Packaged with ColorPlay 3 light show authoring
software—ColorPlay 3 gives you the flexibility to create and manage light shows using fully customizable
effects, multi-track editing, timeline layering, and
transition styles.
• Designed for use with the optional Controller Keypad— Controller Keypad is a wall-mounted user interface
providing instant pushbutton playback of up to eight
light shows.
• Supports the optional AuxBox expansion device—AuxBox
automatically triggers up to eight iPlayer 3 light shows using any remote triggering device with a dry-contact
closure. Via the AuxBox, you can trigger light shows by motion sensors, third party control or sensor systems,
and more.
• Control two DMX universes—iPlayer 3 has two DMX
output ports, each controlling a universe of 512
DMX channels.
• Automate show playback—Set alarms to automatically
trigger show playback based on a specific date, day
of the week, weekdays, weekends, or an astronomical
event, such as sunrise or sunset.

For detailed product information, please refer to the
iPlayer 3 Product Guide at www.colorkinetics.com/ls/
controllers/iplayer3/.
iPlayer 3
Author, configure, and control dynamic LED light shows for DMX lighting networks
SERIAL 1 SERIAL 2DMX 1 DMX 2 USB POWER

5.4 in
(137 mm)

8.2 in
(209 mm)

1.3 in
(33 mm)
Dimensions

4.7 in
(120 mm)

9.4 in
(238 mm)

4.8 in
(123 mm)

2.6 in
(67 mm) PRESETS
1 2 3 4 5 x
iPLAYER3

6.0 in
(152 mm)
Cable Clearance

DAS-000020-01 R07 19 Oct 2016
Part numbers Use Item Number when ordering in North America.

LED Controller Item Number Philips 12NC
iPlayer 3 103-000019-00 910403327101
(North America Power Cord)
Accessories
Controller Keypad, DB-9 Serial 103-000020-00 910503700223 AuxBox, DB-9 Serial 103-000021-01 910503702433
Philips Color Kinetics
3 Burlington Woods Drive
Burlington, Massachusetts 01803 USA
Tel 888.385.5742
Tel 617.423.9999
Fax 617.423.9998
www.philips.com/colorkinetics
Copyright © 2016 Philips Solid-State Lighting Solutions, Inc. All rights reserved.

Chromacore, Chromasic, CK, the CK logo, Color Kinetics, the Color Kinetics logo, ColorBlast, ColorBlaze, ColorBurst, ColorGraze, ColorPlay, ColorReach, iW Reach, eW Reach, DIMand, EssentialWhite, EvenBalance, eW, iColor, iColor Cove, IntelliWhite, iW, iPlayer, Optibin, and Powercore are either registered trademarks or trademarks of Philips Solid-State Lighting Solutions, Inc. in the United States and / or other countries. All other brand or product names are trademarks or registered trademarks of their respective owners. Due to continuous improvements and innovations, specifications may change without notice.

Specifications
Due to continuous improvements and innovations, specifications may change without notice. iPlayer 3, North America Power Cord
Control
Capability 2 universes of 512 DMX addresses each
Computer Interface USB 2.0
External/Auxiliary Interface Two DMX512 RJ45 ports
Two RS-232 9-pin serial ports
Data Storage Removable industrial grade secure digital card Electrical
Input Voltage 100 – 240 VAC, 50/60 Hz, 5 W
Physical
Dimensions 209 x 137 x 33 mm (8.2 x 5.4 x 1.3 in)
Weight 0.5 kg (1.2 lb)
Housing Polycarbonate
Operating Temperature -10° – 40° C (14° – 104° F)
Humidity 0 – 95%, non-condensing
Certification and Safety
Approbation UL/cUL, CE, FCC Class B, CQC, C-Tick
Environment Dry location, IP20

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 1 of 9

GENERAL SERVICES AGREEMENT BETWEEN
THE CITY OF ATWATER AND YESCO SIGNS LLC (Contractor)
THIS AGREEMENT (hereinafter referred to as “Agreement”) is made by and between the City of Atwater, a California municipal corporation, (herein “City”) and Yesco Signs LLC, (herein “Contractor”), as of May 24, 2022.

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A (“Scope of Work and Compensation”) at the time and place and in the manner as specified therein. In the event of a conflict or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

Section 2. TERM. The term of this Agreement shall begin on the date first noted above and shall end on August 30, 2022, unless the term of the Agreement is otherwise extended as provided in Section 10 or terminated as provided for in Section 12. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 12.

Section 3. CONTRACT ADMINISTRATOR. This Agreement shall be administered by Lori Waterman ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

Section 4. COMPENSATION OF CONTRACTOR. The Contractor shall be paid a sum not to exceed $211,759.64 for performance of the Services pursuant to this Agreement. The Contractor shall submit invoices to the City Finance Director on a monthly basis detailing the Services performed. In the event of a conflict between this Agreement and Contractor’s Exhibit A regarding the amount of compensation, the Agreement shall prevail. Upon receipt and approval of the Contractor’s invoices, the City shall remit payment to the Contractor for Services provided within thirty (30) days. Payment to Contractor shall be considered as full compensation for performing the Services.

City’s failure to discover or object to any unsatisfactory work or billing prior to payment will not constitute a waiver of City’s right to request Contractor to correct such work or billings or seek any other legal remedy.

Section 5. PERFORMANCE STANDARDS.

A. Contractor shall comply with all applicable laws now in force or which may hereafter be in force with regard to the provision of Services and this Agreement.

B. For any project performed by Contractor subject to prevailing wage, Contractor must comply with all prevailing wage laws and must be registered with the Department of Industrial Relations and must include their DIR registration number. Pursuant to Labor Code Section 1770, the Contractor shall pay not less than the prevailing rate of per diem wages, including, but not limited to, overtime, Saturday, Sunday, and holiday work, travel and subsistence, as determined by the Director of the California Department of Industrial Relations pursuant to Labor Code Section 1773. Contractor shall comply with Labor Code Section 1776.

Regulations implementing Section 1776 are located in Section 16000 and Sections 16401 through 16403 of Title 8, California Code of Regulations. The Contractor shall be responsible for compliance by the Contractor’s Subcontractors. Pursuant to Labor Code section 1771.4, Contractor is required to post all job site notices prescribed by law or regulation that include payment of prevailing wages.

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 2 of 9
C. Contractor represents that it has the skills, expertise, licenses and permits necessary to perform the Services. Contractor shall perform all such Services in the manner and according to the standards observed by a competent practitioner of the same profession in which Contractor is engaged and in accordance with applicable industry standards. Permits and/or licenses shall be obtained and maintained by Contractor without additional compensation throughout the term of this Agreement.

Section 6. INDEPENDENT CONTRACTOR. Contractor shall perform the Services as an independent contractor and nothing herein contained shall be construed to make Contractor an agent or employee of the City while providing the Services. Contractor shall be entitled to no other benefits or compensation except as provided in this Agreement.

Section 7. INSURANCE REQUIREMENTS. Prior to beginning any Service under this Agreement, Contractor, at its own cost and expense, shall procure insurance coverage at such levels of coverage, scope, limits, and/or forms as set forth in Exhibit B (“Insurance Requirements”) hereto. Contractor shall provide proof satisfactory to City of such insurance and maintain the insurance throughout the term of this Agreement.

Section 8. INDEMNIFICATION. Contractor shall indemnify, defend with counsel selected by the City, and hold harmless City, its officers, agents, employees and representatives from and against any and all claims, losses, liabilities or damages, demands and actions, including payment of reasonable attorney’s fees, arising out of or resulting from Services performed pursuant to this Agreement. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises solely from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor 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, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

Section 9. NONDISCRIMATION AND EQUAL OPPORTUNITY. Contractor 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 Contractor under this Agreement. Contractor 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 Contractor thereby. Contractor shall include the provisions of this section in any subcontract approved by the City.

Section 10. AMENDMENTS. No modification or amendment of this Agreement is effective unless made in writing and signed by both the City and Contractor.

Section 11. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or transfer any interest in this Agreement without the prior written consent of the City.

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 3 of 9
Section 12. TERMINATION. The City may terminate this Agreement without cause immediately, upon written notice to the Contrator. In the event of termination, Contractor shall be entitled to payment for Services then satisfactorily completed. Contractor shall not be entitled to any claim against City for any additional compensation or damages in the event of such termination.

Section 13. NOTICES. All notices that are regarding this Agreement shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of Atwater
750 Bellevue Rd
Atwater, CA 95301
Contractor: Yesco Signs LLC
PO Box 11676
Tacoma, WA 98411-6676
[email protected]
Section 14. GOVERNING LAW AND VENUE. The laws of the State of California shall govern this Agreement. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Merced.

Section 15. ATTORNEYS’ FEES. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees 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.

Section 16. 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.

Section 17. WAIVER. 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.

Section 18. SURVIVAL. The obligations of this Agreement, which by their nature would continue beyond the term or expiration of the Agreement, including without limitation obligations regarding indemnification shall survive the term or expiration of this Agreement.

Section 19. ENTIRE AGREEMENT. This Agreement represents the entire and integrated Agreement between City and Contractor and supersedes all prior negotiations, representations, and Agreements regarding the subject matter of this Agreement, either written or oral.

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 4 of 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above, which date shall be considered the effective date of this Agreement.

CITY OF ATWATER CONTRACTOR
By: By: ______________________
Lori Waterman, City Manager Name, Signature Authority
Date:_______________________________ Date:______________________________ APPROVED AS TO FORM:

By:

Frank Splendorio, City Attorney
ATTEST:

By:

Lucy Armstrong, City Clerk

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 5 of 9

EXHIBIT A

SCOPE OF WORK AND COMPENSATION

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 6 of 9

EXHIBIT B

INSURANCE REQUIREMENTS
Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure "occurrence coverage" insurance 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. Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects 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 Contractor's bid.

Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.

Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor shall maintain all required insurance listed herein for the duration of this Agreement.

1. Workers’ Compensation. Contractor 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 Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with bodily injury limits of not less than ONE MILLION DOLLARS ($1,000,000.00) on a per accident and by disease basis. In the alternative, Contractor 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 Contractor, 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, and such waiver of subrogation shall be so stated onInsurance Services Office (“ISO”) endorsement form CG 24 04
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. Contractor shall notify City within fourteen (14) days of notification from Contractor’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

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

2. Commercial General and Automobile Liability Insurance.

2.1 General requirements. Contractor, 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

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 7 of 9
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 nonowned automobiles.

2.2 Minimum scope of coverage. Commercial general liability 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.

2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an 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 Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor.

The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The City shall be listed and named as an additional insured on Insurance Service Office (“ISO”) endorsement form CG 20 10 11 85 if commercially available, or CG 20 10 (all other editions other than 11 85), as follows:
“The City of Atwater, its elected officials, officers, agents, and employees”.c. The Certificate of Insurance must list the “City of Atwater listed as ADDITIONAL INSURED” in the field entitled “Description of Operations”:
d. The Certificate of Insurance must list the “City of Atwater” in the field entitled “Certificate Holder”:
e. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 8 of 9
f. 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. g. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
h. 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. Contractor shall notify City within fourteen (14) days of notification from Contractor’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.3.

All Policies Requirements.

3.1 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.

3.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3 Subcontractors. Contractor 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.

3.4 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the 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, Contractor 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 Contractor 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.

3.5 Waiver of Subrogration. Contractor hereby agrees to waive subrogration which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to

General Services Agreement between
City of Atwater and Yesco Signs LLC Page 9 of 9
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 Contractor, its employees, agents, and subcontractors.

3.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor’s earliest possible opportunity and in no case later than five (5) days after Contractor is notified of the change in coverage.

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

General Services Agreement between
City of Atwater and Lancaster Painting

CITY COUNCIL
OF THE

CITY OF ATWATER
RESOLUTION NO. 3314-22

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ATWATER APPROVING BUDGET
AMENDMENT NO. 27 AMENDING FISCAL YEAR
2021-22 BUDGET ESTABLISHING BUDGET IN

THE WATER ENTERPRISE FUND REGARDING

THE INSTALLATION OF LIGHTS ON THE WATER
TOWER
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. 31 to the Fiscal Year 2021-22 Budget as follows:

SECTION 1: Establishing budget in Water Enterprise Fund, Capital Projects Expense for the Installation of Lights on the Water Tower for Fiscal Year 2021-22 as follows:

Establish Budget
(Expense)
6001-1080-XXXX Installation of Lights on
the Water Tower
$212,000
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 23th day of May 2022.

AYES:

NOES:

ABSENT:

APPROVED:

________________________________

Resolution No. 3314-22 Page 2

PAUL CREIGHTON, MAYOR
ATTEST:
_________________________________

LUCY ARMSTRONG, CITY CLERK

CITY COUNCIL

AGENDA REPORT

MEETING DATE: May 23, 2022
TO: Mayor and City Council
FROM: Greg Thompson, Community Development Director
PREPARED BY: Justin Vinson
SUBJECT: Authorizing and approving Cooperative Purchase Agreement with Schwarze Industries Inc. for the purchase of 2022
Schwarze Model A7 Tornado Sweeper (Public Works/Community Development Director Thompson)

RECOMMENDED COUNCIL ACTION
Authorizes and approves a Cooperative Purchase, Purchase Agreement (Purchase Order), in a form approved by the City Attorney, to Schwarze Industries Inc, Huntsville, Alabama, for the purchase of a 2022 Schwarze Model A7 Tornado Sweeper, in the amount not to exceed $321,752.23, and authorizes and directs the City Manager to execute the Agreement (Purchase Order) on behalf of the City.

I. BACKGROUND/ANALYSIS:

The Sewer Department within Public Works uses its street sweepers to remove debris along the curb and gutter throughout the City to protect against the pollution of the storm water. Sweeping of the streets is a mandated Best Management Practice (BMP) that is identified to meet the citys Municipal Services Storm Water Permit (MS4 Permit).

Daily sweeping is the integral part in keeping the waters of the United States free and clear of contamination, as well at the same time, removing blight throughout the citys transportation system.

The Sewer Department currently has two street sweepers in its inventory. A 2002 Freightliner SC-8000 and a 2012 International 4300M7. The 2012 sweeper is the departments main sweeper that runs daily, and when maintenance and repairs are needed, the 2002 sweeper is used asits backup. Due to the amount of drive time, these sweepers have a life expectancy of 10 years. The 2002 Freightliner has well passed the time frame of its life expectancy and no longer is a viable backup for the 2012 Internations. Replacement parts can no longer be purchased and the 2002 Freightliner is no longer picking up debris from the roadway in an efficient manner. The 2012 International meets its life expectancy this year and has been sent out for repairs 3 times in the past two years, including beingout right nowdue to the injector pump leaking. With the purchase of a new sweerper, the 2012 International would become the backup sweeper and the 2002 Freightliner would either be auctioned or surplused.

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

Agenda Report - Page 2
In accordance with the City of Atwater Purchasing System Manual, Section 9, Procurement Methods, "Cooperative Purchases, the City may join in purchases and contracts established by other jurisdictions, provided the cooperative agreement is established following a competitive bid process consistent with the City's competitive process. Sourcewell formerly known as the National Joint Powers Alliance ("NJPA"), a public agency serving as a national municipal contracting agency, released a Request for Proposals ("RFP") for the procurement of Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies (Exhibit A). Schwarze Industries Inc. is an authorized vendor.

Schwarze Industries Inc. has provided a quotation for the new sweeper (Exhibit B).

II. FISCAL IMPACTS:

Sufficient funding for the Purchase Agreement (Purchase Order) for the sweeper is available in the Fiscal Year 2021-2022 Budget, Sewer Enterprise Fund, Machinery and Equipment Account No. 6010-5051-6021.

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 one (1) and two (2) of the City's 2020-2025 Strategic Plan: to ensure the City's continued financial stability and to improve public safety, respectively.

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:

This item is not considered a project as defined under Section 21065 of the Public Resources Code as this action would not directly or reasonably indirectly significantly impact the physical environment.

IX. STEPS FOLLOWING APPROVAL:

Staff will prepare a Purchase Agreement (Purchase Order) for the purchase of the sweeper and coordinate delivery with Schwarze Industries Inc.

Submitted by:

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

Lori Waterman, City Manager
Attachments:

1. Exhibit A - Schwarze_Contract_093021

2. Exhibit B - Schwarze Quote

093021-SWZ
Rev. 3/2021 1
Solicitation Number: RFP #093021

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Schwarze Industries, Inc., 1055 Jordan Road, Huntsville, AL 35811 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires November 16, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 





 


 


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Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 





 


 


093021-SWZ
Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; 





 


 


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x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 





 


 


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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:







 


 


093021-SWZ
Rev. 3/2021 6
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 





 


 


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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.






 


 


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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 





 


 


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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.






 


 


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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract. 





 


 


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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 





 


 


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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is