Atwater City Council
August 28, 2023

Agenda Report - Page 2

General Fund – Recreation – Accounts:

Youth Indoor Soccer 0001.6060.2044
Youth Basketball 0001.6060.2045
Youth Flag Football 0001.6060.2046
Youth Volleyball 0001.6060.2047
Coed Volleyball 0001.6060.2049
Men’s Summer Softball 0001.6060.2050
Coed Fall Softball 0001.6060.2051
Men’s Fall Softball 0001.6060.2052
Men’s Winter Basketball 0001.6060.2053
Men’s Summer Basketball 0001.6060.2056
Coed Summer Softball 0001.6060.2063
This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

This item has been reviewed by the City Attoney's office.

IV. EXISTING POLICY:

This item is consistent with Goal Number six (6) of the City's 2020-2025 Strategic Plan to enhance the quality of life.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

This item has been reviewed by all departments.

VII. PUBLIC PARTICIPATION:

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

VIII. ENVIRONMENTAL REVIEW:

This item is not a "project" under the California Environmental Quality Act (CEQA) as 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:

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

Submitted and Approved by:

Agenda Report - Page 3

Lori Waterman, City Manager
Attachments:

1. MASO Agreement 6-30-23 w-term extension

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 1 of 9

GENERAL SERVICES AGREEMENT BETWEEN
THE CITY OF ATWATER AND MERCED AREA SPORTS OFFICIALS (Contractor) THIS AGREEMENT (hereinafter referred to as “Agreement”) is made by and between the City of Atwater, a California municipal corporation, (herein “City”) andMerced Area Sports Officials, Inc., a California corporation, (herein “Contractor”), as of August 29, 2023.

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 June 30, 2024, 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 as outlined in the attached fee structure (EXHIBIT “A”) 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

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 2 of 9 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.

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. The City Manager may extend the term of this agreement for up to two (2) additional one-year (1-year) terms No modification or amendment of this Agreement is effective unless made in writing and signed by both the City and Contractor.

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 3 of 9 Section 11. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or transfer any interest in this Agreement without the prior written consent of the City.

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
City Manager, Lori Waterman
1160 Fifth Street
Atwater, CA 95301
[email protected]
Contractor: Merced Area Sports Officials, Inc.

Mark Thompson
1933 Saratoga Court
Merced, CA 95340
[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.

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 4 of 9 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.

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 Mark Thompson
Date:_______________________________ Date:______________________________ ATTEST:

By:

Kory J. Billings, City Clerk
APPROVED AS TO FORM:

By:

Frank Splendorio, City Attorney

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 5 of 9

EXHIBIT A

SCOPE OF WORK AND COMPENSATION
Contractor agrees to officiate all sporting activities assigned by the City.

Contractor shall be skilled in and comply with the rules and regulations of the particular sport that is to be referred.

LEAGUES
(March 1, 2023 - June 30, 2024)
Atwater Rec
Sport Officials per gm
2023
Officials $ per Gm
# of games MASO
scheduling fee
Youth Indoor Soccer 1 $20 $360
Youth Flag Football Upper 3 $20 $480
Youth Volleyball $20 $360
Adult Volleyball $25 $600
Youth BB Girls 3-5 2 $20
Youth BB Girls 6-8 2 $23
Youth BB Coed 1-2 2 $20
Youth BB Boys 3-4 2 $20
Youth BB Boys 5-6 2 $20
Youth BB Boys 7/8 2 $23 $510 For all BB
Adult Basketball 2 $33 $600
Adult Softball summer $33 $750
Adult Softball fall $33 $750
Scorekeepers $18 $90 Per

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials 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

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 7 of 9 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.

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”:

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 8 of 9 e. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
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

General Services Agreement between [August 29, 2023]
City of Atwater and Merced Area Sports Officials Page 9 of 9 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 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.

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

August 28, 2023
TO: Mayor and City Council
FROM: Michael Salvador, Police Chief

PREPARED
BY:

Michael Salvador, Police Chief
SUBJECT: Approving Budget Amendment appropriating funds from the 2023 Edward Byrne Memorial Justice Assistance Grant (JAG) Program (Police Chief Salvador)

RECOMMENDED COUNCIL ACTION
Adoption of Resolution No. 3423-23 approving Budget Amendment No. 4 amending the Fiscal Year 2023-24 Budget regarding appropriating funds in the amount of $14,784.00 to the Fiscal Year 2023-24 Police Grants Budget derived from the United States Department of Justice, Office of Justice Programs, Bureau of Justice Assistance’s 2023 Edward Byrne Memorial Justice Assistance Grant (JAG) Program.

I. BACKGROUND/ANALYSIS:

The U.S. Department of Justice (DOJ), Office of Justice Programs, Bureau of Justice Assistance (BJA) administers a federal funding program known as the Edward Byrne Memorial Justice Assistance Grant (JAG) Program to further the mission of preventing or reducing crime and violence.

Applications are limited to states and units of local governments appearing on the JAG Allocation List. The JAG Program is the primary provider of federal criminal justice funding to state and local jurisdictions. JAG funds support all components of criminal justice, from multijurisdictional drug and gang task forces to crime prevention and domestic violence programs, courts, corrections, treatment, and justice information sharing initiatives.

JAG funded projects may address crime through the provision of services directly to individuals and/or communities, and by improving the effectiveness and efficiency of criminal justice systems, processes, and procedures. A public hearing took place on August 14, 2023 as a requirement of the program to give the public an opportunity to comment on the use of the funds. The City receives an allocation of JAG funding based on their share of violent crime and population (weighted equally).

The City’s 2023 allocation is $14,784.00 with no local match required under the JAG

CITY COUNCIL
Mike Nelson, Mayor
Danny Ambriz Tyler Button
John Cale Brian Raymond

Agenda Report - Page 2

Program. Past awards were used to purchase patrol room computers, UPS storage backup device for the computer server supporting the CAD, lidar, flares, evidence drying cabinets, laptops, tasers, and other gear to assist Police Officers with law enforcement duties.

This funding allows the Police Department to purchase equipment that would otherwise not be purchased due to budget limitations. Staff is recommending the 2023 JAG allocation to be used to purchase officer safety equipment in the form of tactical body armor.

The Department has been notified that the application has been accepted and the grant has been awarded to the Police Department. This item appropriates the grant so the Police Department can make the purchases identified in the grant.

II. FISCAL IMPACTS:

This is a 100% reimbursable grant, with no local match to the City. Staff recommends approval of Budget Amendment No. 4 to increase the appropriation in the following expense account by $14,784.00: Police Grant Fund, Bureau of Justice Assist. 2023 Grant, Special Departmental expense 1005-2038-2021. Along with establishing a revenue account as follows: Bureau of Justice Assistance Grant (JAG Grant 2023) 1005-2038-3174. 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 goals number one (1) and two (2 ) of the City's 2020-2025 Strategic Plan: to ensure financial solvency and to ensure safety of staff and our community, respectively. This item is also consistent and assists in the execution of the Police Department Strategic Plan that was introduced on April 8, 2019.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

This item has been reviewed by all departments.

VII. PUBLIC PARTICIPATION:

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

VIII. ENVIRONMENTAL REVIEW:

This item is not a “project” under the California Environmental Quality Act (CEQA) as this activity does not cause either a direct physical change in the environment, or a

Agenda Report - Page 3

reasonably foreseeable indirect physical change in the environment, pursuant to Public Resources Code section 21065.

IX. STEPS FOLLOWING APPROVAL:

Upon City Council approval, Finance will execute the resolution and make the appropriate budget adjustments.

Submitted by:

Michael Salvador, Police Chief
Approved by:

Lori Waterman, City Manager
Attachments:

1. 3423- 23 BA. 4 JAG FY 23-24

CITY COUNCIL
OF THE

CITY OF ATWATER
RESOLUTION NO. 3423-23

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ATWATER APPROVING BUDGET
AMENDMENT NO. 4 AMENDING 2023-2024
FISCAL YEAR BUDGET REGARDING 2023

BUREAU OF JUSTICE ASSISTANCE LOCAL JAG

PROGRAM FUNDING
WHEREAS, the City Council of the City of Atwater adopted Resolution No. 3397-23 adopting the 2023-2024 Fiscal Year Budget on June 12, 2023; 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.4 to the 2023-2024 Fiscal Year Budget as follows:

SECTION 1: Increasing budget in Police Grants Fund for Fiscal Year 2023-2024 Increasing Budget
(Revenue)
1005.2038.3174 Bureau of Justice
Assistance Grant (JAG
Grant 2023)
$14,784
Increasing Budget
(Expense)
1005.2038.2021 Special Departmental
Expense
$14,784
.

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/Board Clerk’s office.

Resolution No. 3423-23 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/Board Clerk’s office.

The foregoing resolution is hereby adopted this 28th day of August 2023.

AYES:

NOES:

ABSENT:

APPROVED:

________________________________

MIKE NELSON, MAYOR
ATTEST:
_________________________________
KORY J. BILLINGS, CITY CLERK

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

August 28, 2023
TO: Mayor and City Council
FROM: Lori Waterman, City Manager

PREPARED
BY:

Lori Waterman, City Manager
SUBJECT: Adopting City Council Goal Setting Priorities 2023-2025 (City Manager Waterman)

RECOMMENDED COUNCIL ACTION
Adoption of Resolution No. 3419-23 Adopting City Council Goal Setting Priorities 2023- 2025.

I. BACKGROUND/ANALYSIS:

Staff was directed to facilitate the development of a 2023-25 Goal Setting Priority list to assist in prioritizing short and long-term goals and identifying funding sources. The City contracted with Amistad Associates to facilitate a Planning Session. A special workshop was held on Friday, April 7, 2023 at the Community Center. The study session, which was open to the public, resulted in the update of the 2020-2025 Strategic Plan which was previously approved by the City Council on March 25, 2019 to guide the City's future operations:

1. Ensure Financial Solvency

2. Improve Public Safety

3. Promote Transparency through Communication

4. Promote Economic Development

5. Optimize Organizational Structure

6. Improve Quality of Life
The 2023-2025 Goal Setting Priorities "EXHIBIT A" encompasses the goals, suggested programs, projects, and initiatives suggested by the City Council and staff over the course of its development. The goals included, represent the highest goals and priorities of the City Council. As other funding sources are identified, the City Council may revisit these priorities and re-prioritize the goals as needed. By concentrating on these key areas, staff will be able to focus on specific tasks and priorities and will be better positioned to achieve the Council's long-term vision for our city.

CITY COUNCIL
Mike Nelson, Mayor
Danny Ambriz Tyler Button
John Cale Brian Raymond

Agenda Report - Page 2

II. FISCAL IMPACTS:

The Fiscal Impacts associated with specific projects will be brought to the City Council individually. There are no Fiscal Impacts associated with adopting the 2023-2025 Goals.

This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

This item has been reviewed by the City Attorney.

IV. EXISTING POLICY:

This item is consistent with all Goals of the City's 2020-2025 Strategic Plan.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

Representation from all Departments participated in the Goal Setting workshop and provided input.

VII. PUBLIC PARTICIPATION:

A special City Council meeting, vision/goal setting workshop was held at the Atwater Community Center on April 7, 2023 which was open to the public.

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

VIII. ENVIRONMENTAL REVIEW:

This item is not a "project" under the California Environmental Quality Act (CEQA) as 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:

Upon City Council adoption, the resolution will be executed.

Submitted and Approved by:

Lori Waterman, City Manager
Attachments:

Agenda Report - Page 3

1. Resolution 3419-23 Goal Setting Priorities 2023-2025

2. FINAL Goals Setting Priorities 2023-2025

CITY COUNCIL
OF THE

CITY OF ATWATER
RESOLUTION NO. 3419-23

A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ATWATER ADOPTING THE 2023-2025

GOAL SETTING PRIORITIES PLAN
WHEREAS, Amistad Associates is a management consulting firm that provides strategic planning to both private and public sector organizations; and
WHEREAS, the City of Atwater and Amistad Associates entered into a Professional Services Agreement on February 27, 2023 to perform a Needs Assessment, collect data and facilitate a Goal Setting session; and
WHEREAS, the City Council held a public vision/goal setting workshop on Friday, April 7, 2023; and
WHEREAS, staff facilitated the development of a 2023-2025 Goal Setting Priorities to assist staff in prioritizing the City Council goals to achieve a shared vision that also reflects community priorities and needs; and
WHEREAS, the 2023-2025 Goal Setting Priorities encompasses the goals, suggested programs, projects, and initiatives suggested by City Council and staff; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Atwater does hereby adopt the 2023-2025 Goal Setting Priorities Plan as described in “EXHIBIT A,” attached hereto and made a part herein.

The foregoing resolution is hereby adopted this 28th day of August 2023.

AYES:

NOES:

ABSENT: APPROVED:

________________________________

MIKE NELSON, MAYOR
ATTEST:
_______________________________
KORY J. BILLINGS, CITY CLERK

Adopted August 28,2023
Resolution No. 3419-23
Goal Setting Priorities 2023-2025
1) Ensure Financial Solvency
2) Ensure Safety of Staff and our Community
3) Promote Transparency through
Communication
4) Promote Economic Development
5) Optimize Organizational Structure
6) Improve Quality of Life

City of Atwater
Goal Setting Priorities 2023-2025
2 of 7
2023 Update
Priority
1)Ensure Financial Solvency
Outcomes
➢ The City Council, management team and community acknowledge and value the City’s commitment to maintaining adequate reserves and working within a balanced budget.

Strategic Tasks

1. Maintain sound, responsible fiscal policies regulating debt. a. Adhere to adopted policies and procedures (i.e. recreation, nonprofit, purchasing manual, personnel rules, travel, fee schedules, cost allocations)
b. Continue to review and update Master Fee Schedules and Rate Schedules on regular basis.

2. Prioritize use of discretionary funds based on the 2020-2025 Strategic Plan Goals (Recreation & Non-Profit’s).

3. Continue to seek local, regional and federal grant opportunities to support City projects, programs and initiatives.

Owners:
• City Manager
• Finance Director

City of Atwater
Goal Setting Priorities 2023-2025
3 of 7
2023 Update
Priority
2)Ensure Safety of Staff and our Community
Outcomes
➢ Public Safety continues to be a top priority for the City Council. In this context, Public Safety includes law enforcement, and the maintenance and improvement of infrastructure such as roadways and the water system.

Strategic Tasks

1. Continue to update emergency operations plan(s) and ensure appropriate staff training and engagement for implementation. (Ambriz, Button, Cale, Nelson & Raymond)

2. Support emergency preparedness throughout the community. Staff training/drills.

3. Maintain safe, well-lit streets, roads and sidewalks.

4. Develop an Active Transportation Plan with circulation element.

5. Strengthen Code Enforcement. Addition of a Homeless Activities Response Team (HART) Officer. This goes along with Priority Number 6 (item 6).

6. Strengthen Traffic Enforcement.

7. Strengthen Neighborhood Community Watch Program.

8. Possible PD substation South of Hwy 99.

9. IT Cyber Security.

Owners:
• Public Works Director
• Police Chief

City of Atwater
Goal Setting Priorities 2023-2025
4 of 7
2023 Update
Priority
3)Promote Transparency through Communication
Outcomes
➢ The City Council believes communication with residents and the business community is essential to the long-range viability of the City.

Strategic Tasks

1. Proactively communicating positive news about the City to residents, businesses and surrounding communities. Spotlight on Districts.

Possible creation of a Public Information Officer (PIO) Position or dedicated employee in the CM Office. (Possible use of an intern from UC Merced or Stanislaus)

2. City information transmitted in both English and Spanish. (Newsletter, Flyers, Social Media, etc.) (Possible assistance from Merced County Hispanic Chamber of Commerce).

3. Promote regional interaction and coordination with surrounding communities and service providers including schools, economic development interests, transportation, and non-profit agencies.

4. Conduct a Community Survey to identify residents’ priorities. (Utilize outreach identified by the GP Consultant).

5. Conduct a series of Town Hall Forums to explore key community issues.

6. Better communication to the public utilizing the “Report an Issue” button, on when an item has been addressed. Share pertinent issues reported with the City Council.

Owners:
• City Council
• City Manager
• City of Atwater Executive Team & Staff
• IT

City of Atwater
Goal Setting Priorities 2023-2025
5 of 7
2023 Update
Priority
4)Promote Economic Development
Outcomes
➢ The Goal to Support Economic Development that Promotes a JobsHousing Balance ensures that the city is committed to attracting new businesses that will provide well-paying jobs for our residents.

Strategic Tasks

1. Implement permit streamlining to attract and support business activities within the city. Online Applications for building permits, applications, housing – infrastructure. (Cloud permit) (Raymond)

2. Focus efforts on manufacturing, community development, and construction.

3. Explore opportunities to hire an Economic Development Manager. With the hiring of a Senior Planner and City Engineer, the Community Development Director can focus more on Economic Development.

4. Explore opportunities for incubator business programs. (Trade Shows) Owners:
• City Manager
• Deputy City Manager/Community Development Director
• IT

City of Atwater
Goal Setting Priorities 2023-2025
6 of 7
2023 Update
Priority
5)Optimize Organizational Structure
Outcomes
➢ The Goal of Optimizing the City’s Organizational Structure reflects the City Council’s desire to ensure that City services are provided with competency, reliability and efficiency in the most cost-effective manner possible.

Strategic Tasks

1. Perform an internal audit of all departments.
a. Perform a cost/benefit analysis to determine the viability of City services.
b. Review staff workload.
c. Adjust the organizational structure as needed.

2. Conduct an employee survey regarding employee retention.

3. Invest in professional development training for Staff.

Owners:
• City Manager
• Deputy City Manager/Community Development Director

City of Atwater
Goal Setting Priorities 2023-2025
7 of 7
2023 Update
Priority
6) Improve Quality of Life
Outcomes
➢ Atwater’s unique character and exceptional quality of life were repeatedly mentioned during this process as a key strength of the community.

Strategic Tasks

1. Maintain and refresh parks and facilities to provide quality experiences.

2. Promote community partnerships and events. (Examples; Historical Society, Old Town Atwater, 4th of July Committee & Civic Groups)

3. Evaluate the cost of services for recreational programs and explore opportunities for cost savings, program “sharing” and partnerships.

4. Identify potential location for a community dog park.

5. Support Community Clean-Up and other beautification events and opportunities. Promote District outreach. Utilize resources such as “Love Atwater”.

6. Work with Merced County to address homeless issues and find effective solutions. Mental health and housing for homeless programs, possible mobile services.

7. Youth Entertainment / Programs

8. Identify City Vision or Brand (LOGO)
Owners:
• City Manager
• Public Works Director & Recreation
• Police Chief

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

August 28, 2023
TO: Mayor and City Council
FROM: Michael Salvador, Police Chief, Lori Waterman, City Manager

PREPARED
BY:

Michael Salvador, Police Chief, Lori Waterman, City Manager SUBJECT: Awarding Professional Services Agreement to Cole Pro Media, LLC for Transparency Engagement Services, and awarding
Professional Services Agreement to Critical Incident Videos, LLC (Police Chief Salvador) (City Manager Waterman)

RECOMMENDED COUNCIL ACTION
Motion to award a Professional Services Agreement, in a form approved by the City Attorney, to Cole Pro Media, LLC of Vacaville, California, for Transparency Engagement Services in an amount not to exceed $32,500; and authorize the City Manager to execute the agreement on behalf of the City; and
Motion to award a Professional Services Agreement, in a form approved by the City Attorney, to Critical Incident Videos, LLC of Vacaville, California, for Transparency Engagement for Critical Incident Videos on an as-needed basis in an amount not to exceed $6,000 per video; and authorize the City Manager to execute the agreement on behalf of the City; or
Motion to approve staff's recommendation as presented.

I. BACKGROUND/ANALYSIS:

The City Council identified during their Goal Setting workshop a need for better transparency in providing the public with information. Staff identified Cole Pro Media as a resource to assist the City and the Police Department with public communication and transparency.

Staff recommends entering into two contracts with Cole Pro Media, LLC and Critical Incident Videos, LLC. Cole Pro Media will provide Transparency Engagement Advisors who will assist the city with promoting information to the public (including the police department), with training, advising and work product. Cole Pro will conduct a two-hour communication strategy session every other month, as well as work on other transparency-engagement issues throughout the month. These advisors will be available seven days a week, including holidays,to assist in providing the public with

CITY COUNCIL
Mike Nelson, Mayor
Danny Ambriz Tyler Button
John Cale Brian Raymond

Agenda Report - Page 2

press releases should the city have an immediate need. This agreement will be at a fixed rate of $3,250 every month, for a not to exceed cost of $32,500 each fiscal year.

The second agreement is with Critical Incident Videos, LLC to provide Transparency Engagement Services for Critical Incident Videos or other work on an as-needed basis.

In the aftermath of the George Floyd incident in 2020, Police Departments nationwide have changed the way they look at critical incidents such as officer involved shootings or other uses of force. In 2018, the legislature passed and the Governor signed SB 1421. This bill made sweeping revisions to both the Penal Code and the Public Records Act, requiring agencies to release information that was previously deemed confidential.

In critical incidents, like officer involved shootings, the Police Department is required to make public all records pertaining to the investigations into the event, the investigation findings, all evidence collected.

A common way that this is achieved is the video community briefing pioneered by the Los Angeles Police Department. These are professionally developed video briefings where the viewer is taken through the incident using lay terms in a systematic manner.

These briefings have been widely successful and have set a new standard in police community transparency. They are posted to video sharing services, like You Tube, and to the Department's website for the public to see.

As transparency mandates change, staff has also identified a need to have a professional media relations company available to provide public information materials and services as situations arise. Critical Incident Videos, LLC has the capability to serve in that role. Their video creation and editing fee is $350.00 per hour with a not to exceed amount of $6,000 per incident and will only be utilized on an as-needed basis.

Staff recommends City Council award a Professional Services Agreement with Cole Pro Media, LLC (EXHIBIT “A” ) and Critical Incident Videos, LLC (EXHIBIT "B") and authorize the City Manager or designee to execute the agreement on behalf of the City.

II. FISCAL IMPACTS:

Sufficient funding for this service is available in the Fiscal Year 2023-24 Budget General Fund, Police Administration, Professional Services expense, account number 0001- 2020-3030, but may need to be adjusted at Mid-Year. 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) through six (6) of the City's Strategic Plan.

Agenda Report - Page 3

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

This item has been reviewed by all departments.

VII. PUBLIC PARTICIPATION:

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

VIII. ENVIRONMENTAL REVIEW:

This item is not a “project” under the California Environmental Quality Act (CEQA) as 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 the City Council's approval for award, staff will work with the City Manager or her designee to execute the professional services agreement.

Submitted by:

Michael Salvador, Police Chief
Submitted and Approved by:

Lori Waterman, City Manager
Attachments:

1. Short Form PSA Cole Pro Media (8.29.23)

2. Short Form PSA Critical Incident Video (8.29.23)

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Cole Pro Media, LLC Page 1 of 10

SHORT FORM PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF ATWATER AND COLE PRO MEDIA, LLC (Professional) THIS AGREEMENT for consulting services is made by and between the City of Atwater, a California municipal corporation (“City”), and Cole Pro Media, LLC (“Professional”) as of August 29, 2023.

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 as Exhibit A at the time and place and in the manner 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 June 30, 2024. 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 10. 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 11.

Section 3. STANDARD OF PERFORMANCE.

3.1 Standard of Performance. Professional shall perform all services and prepare all work products 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.

3.2 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.

Section 4. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed $32,500, notwithstanding any contrary indications that may 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 proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s 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.

4.1 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 incurred prior to the invoice date, which describe the work performed by Professional. City

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

4.2 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 10, 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 in order to verify costs incurred to that date.

4.3 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.

Section 5. 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.

Section 6. INSURANCE REQUIREMENTS. Professional shall comply with the insurance requirements contained in Exhibit B and shall procure, at its own cost and expense all insurance coverages listed in Exhibit B before beginning any work under this Agreement.

Section 7. INDEMNIFICATION.

7.1 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.

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7.2 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, 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.

7.3 Design Professional. 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 7.1 and 7.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 8. STATUS OF PROFESSIONAL.

8.1 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 the 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; 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.

8.2 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 9. LEGAL REQUIREMENTS.

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

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

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

9.4 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 a valid Business License from City during the term of this Agreement.

9.5 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 Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 10. TERMINATION AND MODIFICATION.

10.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional. Professional may cancel this Agreement upon sixty (60) days’ 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 effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all documents, photographs,

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Cole Pro Media, LLC Page 5 of 10
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.

10.2. Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Section 2. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

10.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

10.4 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. 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.

10.5 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.

10.6 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:

10.6.1 Immediately terminate the Agreement;

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

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

10.6.4 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 4 if Professional had completed the work.

Section 11. KEEPING AND STATUS OF RECORDS.

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11.1 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.

11.2 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 pursuant to this Agreement.

11.3 Inspection and Audit of Records. Any records or documents that Section 11.2 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.

Section 12 MISCELLANEOUS PROVISIONS.

12.1 Attorneys’ Fees. 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 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.

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

12.3 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.

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12.4 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.

12.5 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.

12.6 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 twelve (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 §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 §1090 and, if applicable, will be disqualified from holding public office in the State of California.

12.7 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.

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

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

Cole Pro Media, LLC
3069 Alamo Dr. #122
Vacaville, CA 95687
[email protected]

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Any written notice to City shall be sent to:

City Manager
1160 Fifth Street
Atwater, CA 95301
209-357-6300
[email protected]

12.10 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.

12.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the insurance requirements 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.

12.12 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 following page]

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Cole Pro Media, LLC Page 9 of 10
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.

CITY OF ATWATER PROFESSIONAL
____________________________ ______________________________ Lori Waterman, City Manager Laura Cole, President
Date: ____________________ Date: ____________________
Attest:
____________________________
Kory J. Billings, City Clerk
Date: ____________________
Approved as to Form:
____________________________
Frank Splendorio, City Attorney
Date: ____________________

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EXHIBIT A

SCOPE OF SERVICES AND COMPENSATION SCHEDULE
.

Each month the Client will bill a fixed rate. Every month the client will pay $3,250 for Transparency Engagement Advisor’s services. The length of this contract will not exceed a cost of $32,500 each fiscal year.

ENGAGEMENT OF SERVICES
Transparency Engagement Advisors
Advisor conducts an every other month two hour communication strategy session either in person or by zoom (in person preferred.) Advisor also works on other transparency engagement issues throughout the month. Advisor available seven days a week including holidays.

Training, Advising and Work Product to Include:
• Focusing on the best ways to handle difficult topics with the community with a focus on transparency.
• Writing high-profile transparency news releases and talking points for the client when necessary.
• Best practices when dealing with transparency, timelines, key messages, and social media posts.
• Best practices for handling critical incidents, media related issues, and crisis communicated issues with a strong emphasis on transparency. • Advisor helps with transparency news releases, transparency social media posts, transparency talking points, and press questions when an incident or situation occurs. • Every other month communication strategy session that focuses on community outreach particularly on social media with a strong emphasis on social media. • Keeping the client up to date with the best practices and platforms to engage the community on in a transparent way.
• Teaching social media team and client the latest trends in social media for transparency. • Teaching the client what types of content to look for, how to capture great pictures and video, and how to write stories in a way that creates community engagement with a strong focus on transparency.
• Helping brand larger, long-term campaigns and writing communications plans with an emphasis on transparency.

EXHIBIT B
Insurance Requirements
Before beginning any work under this Agreement, Professional, 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. Professional 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 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 thereof to 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.

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 ONE MILLION DOLLARS ($1,000,000.00) 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.

2. Commercial General and Automobile Liability Insurance.

2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general

aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

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 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.
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.

3. Professional Liability Insurance. 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 ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.

3.2 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.

3.3 The following provisions shall apply if the professional liability coverages are 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 provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work.

The City shall have the right to exercise, at the Professional’s sole cost and expense, any extended reporting provisions of the policy, if the Professional cancels or does not renew the coverage.
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. All Policies Requirements.

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.

4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional 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.

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 Deductibles and Self-Insured Retentions. Professional 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, 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.

4.5 Waiver of Subrogration. Professional 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 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.

4.6 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, Professional shall provide written notice to City at Professional’s earliest possible opportunity and in no case later than five (5) days after Professional is notified of the change in coverage.

5. Remedies. In addition to any other remedies 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, 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 Professional’s breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment, until Professional demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 1 of 10

SHORT FORM PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF ATWATER AND CRITICAL INCIDENT VIDEOS, LLC (Professional) THIS AGREEMENT for consulting services is made by and between the City of Atwater, a California municipal corporation (“City”), and Critical Incident Videos, LLC (“Professional”) as of August 29, 2023.

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 as Exhibit A at the time and place and in the manner 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 June 30, 2024. 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 10. 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 11.

Section 3. STANDARD OF PERFORMANCE.

3.1 Standard of Performance. Professional shall perform all services and prepare all work products 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.

3.2 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.

Section 4. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed $6,000 per incident video, notwithstanding any contrary indications that may 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 proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s 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.

4.1 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

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 2 of 10 incurred prior to the invoice date, which describe the work performed by Professional. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

4.2 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 10, 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 in order to verify costs incurred to that date.

4.3 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.

Section 5. 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.

Section 6. INSURANCE REQUIREMENTS. Professional shall comply with the insurance requirements contained in Exhibit B and shall procure, at its own cost and expense all insurance coverages listed in Exhibit B before beginning any work under this Agreement.

Section 7. INDEMNIFICATION.

7.1 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

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 3 of 10 of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

7.2 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, 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.

7.3 Design Professional. 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 7.1 and 7.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 8. STATUS OF PROFESSIONAL.

8.1 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 the 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; 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.

8.2 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.

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 4 of 10 Section 9. LEGAL REQUIREMENTS.

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

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

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

9.4 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 a valid Business License from City during the term of this Agreement.

9.5 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 Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 10. TERMINATION AND MODIFICATION.

10.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional. Professional may cancel this Agreement upon sixty (60) days’ 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 effective date of termination; City, however, may condition payment of such

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 5 of 10 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.

10.2. Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Section 2. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

10.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

10.4 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. 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.

10.5 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.

10.6 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:

10.6.1 Immediately terminate the Agreement;

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

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

10.6.4 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 4 if Professional had completed the work.

Section 11. KEEPING AND STATUS OF RECORDS.

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 6 of 10

11.1 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.

11.2 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 pursuant to this Agreement.

11.3 Inspection and Audit of Records. Any records or documents that Section 11.2 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.

Section 12 MISCELLANEOUS PROVISIONS.

12.1 Attorneys’ Fees. 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 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.

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

12.3 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.

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 7 of 10

12.4 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.

12.5 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.

12.6 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 twelve (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 §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 §1090 and, if applicable, will be disqualified from holding public office in the State of California.

12.7 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.

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

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

Critical Incident Videos, LLC
3069 Alamo Dr. #122
Vacaville, CA 95687

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 8 of 10 Any written notice to City shall be sent to:

City Manager
1160 Fifth Street
Atwater, CA 95301
209-357-6300
[email protected]

12.10 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.

12.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the insurance requirements 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.

12.12 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 following page]

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 9 of 10 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.

CITY OF ATWATER PROFESSIONAL
____________________________ ______________________________ Lori Waterman, City Manager ____________, President
Date: ____________________ Date: ____________________
Attest:
____________________________
Kory J. Billings, City Clerk
Date: ____________________
Approved as to Form:
____________________________
Frank Splendorio, City Attorney
Date: ____________________

Short Form Professional Services Agreement between August 29, 2023 City of Atwater and Critical Incident Videos, LLC Page 10 of 10

EXHIBIT A

SCOPE OF SERVICES AND COMPENSATION SCHEDULE
.

As compensation for Transparency Engagement Advisor’s services, Client agrees to pay $350 an hour for each hour spent on the project, including but not limited to telephone calls and emails between Client and Transparency Engagement Advisor, time spent traveling to the location of Client, the process of downloading bodyworn camera footage, research associated with the project, providing technical support to put a critical incident video together, and arranging the critical incident video into a format that can be distributed to the public.

The total compensation for a one critical incident video will not exceed $6,000 (if Cole Pro Media, LLC client)

ENGAGEMENT OF SERVICES
Client hereby engages Transparency Engagement Advisor to act as the expert for putting together critical incident videos.

Transparency Engagement Advisor shall provide the services listed below:
• Provide video productions of critical incidents as determined by Client. • Videos to be generally produced within a 4-week timeframe. Videos production taking longer than 4 weeks must be approved by Client.
• Videos will incorporate camera footage from body-camera, in-car camera video, surveillance cameras, other video recordings, dispatch recordings, and other audio recordings and shall be redacted as directed by Client. • Videos shall incorporate interactive maps, if desired. • Videos may include a narrative component of a staff member(s), if desired and at an extra cost.
• Provide all style development, scripting, revisions, production crew and staff, production equipment, editing, redacting, and sound copyright licensing. • All videos will be delivered digitally.
• All videos will be formatted for social media and broadcast. • Closed caption will be provided for all videos, if requested.

EXHIBIT B
Insurance Requirements
Before beginning any work under this Agreement, Professional, 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. Professional 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 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 thereof to 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.

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 ONE MILLION DOLLARS ($1,000,000.00) 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.

2. Commercial General and Automobile Liability Insurance.

2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general

aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

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 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.
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.

3. Professional Liability Insurance. 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 ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.

3.2 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.

3.3 The following provisions shall apply if the professional liability coverages are 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 provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work.

The City shall have the right to exercise, at the Professional’s sole cost and expense, any extended reporting provisions of the policy, if the Professional cancels or does not renew the coverage.
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. All Policies Requirements.

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.

4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional 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.

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 Deductibles and Self-Insured Retentions. Professional 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, 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.

4.5 Waiver of Subrogation. Professional hereby agrees to waive subrogation 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 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.

4.6 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, Professional shall provide written notice to City at Professional’s earliest possible opportunity and in no case later than five (5) days after Professional is notified of the change in coverage.

5. Remedies. In addition to any other remedies 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, 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 Professional’s breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment, until Professional demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

GOVERNING BOARD MEETING SUMMARY
August 17, 2023
Directors Present: Chair Josh Pedrozo, Vice Chair Paul Llanez, Shane Smith for Matt Serratto, Jose Moran (4:10), Lloyd Pareira, Scott Silveira, Pat Nagy, Mike Nelson, Daron McDaniel Directors Absent: Rodrigo Espinosa, April Hogue
The MCAG Governing Board:
• Adopted a resolution authorizing the use of $477,633 in FY 23/24 SGR projects to the following projects:
o $467,060 to Transit Joint Powers Authority for Merced County (TJPA) electrification infrastructure
o $10,573 to Yosemite Area Regional Transportation System (YARTS) preventative maintenance
• Adopted the Final Regional or Local Housing Trust Fund or Consortium Feasibility Study. • Adopted a formal amendment to the 2023 FTIP to program $1,260,000 in FTA 5339(a) to three new fleet replacement and capital improvement projects for TJPA:
 Purchase of eight (8) clean-diesel buses
 Purchase of 13 cutaway buses
 Construction of TJPA bus electrification infrastructure • Reappointed Wendy Campbell to the Social Services Transportation Advisory Council. • Appointed Jennifer Vincent and Alexxis Rudich to the Measure V Citizens Oversight Committee as representatives for the City of Dos Palos and the Agriculture Industry, respectively. • Received the following updates and reports:
o The Draft Electric Vehicle Readiness Plan was released for public comment and review. o Draft guidelines for REAP grant programs were released for a 30-day public review comment period on August 15, 2023.

The TJPA Governing Board:
• Authorized the Executive Director to enter into a five-year contract for two-way bus communication services in the amount of $217,058 with Silke Communication Solutions. • Authorized the Executive Director to enter into a three-year contract for mobility on demand software development and implementation in the amount of $387,177 with Via Mobility.

• Adopted a resolution authorizing the FTA 5310 Enhanced Mobility of Seniors and Individuals with Disabilities grant application submittal for Vehicle Replacement Project for the acquisition of nine cutaway buses.

The RWA Governing Board:
• Approved a FY 23/24 budget amendment moving $4.9 million in excess operating revenue to the capital improvement projects budget for the following projects:
o $3.2 million into project 80037 HWY 59 – Infrastructure Project phase 1 which will construct a new maintenance shop, fuel tanks, resource and recovery area, recyclables transfer facility building, and relocation of the household hazardous waste facility. o $900,000 to project 80047 HWY 59 – Infrastructure Project Permitting, Design, and Construction Management. This includes helping with permitting, design and construction management of Phase 1 and 2 of the infrastructure project. o $600,000 to Billy Wright future cell expansion.
o $200,000 to project 80064 HWY 59-CEM Trailer.
• Authorized the Executive Director to enter into a contract for the construction of Highway 59 landfill facility improvements in the amount of $8,938,691 with TBS Contractors.

OTHER NOTABLE ITEMS
• Public comment from the Local 152 NorCal Carpenters Union regarding Assembly Bill 2011 that allows multifamily housing development to be subject to a streamlined, ministerial approval process.
• Caltrans updates from District 10:
o California Energy Commission with $20,000,000 in funds, deadline is September 8th, more information at grants.ca.gov.
o Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP) - $587,730,000 in funds, deadline is August 29th, more information at grants.ca.gov. o Rubberized Pavement Grant Program – Department of Resources Recycling and Recovery, $5,084,439, deadline is September 13th, more information at grants.ca.gov. o Technical Assistance Program for grant writing is available.