Atwater City Council
October 23, 2023

In-person participation by the public will be permitted. In addition, remote public participation is available in the following ways:

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

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

Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990. Persons requesting accommodation should contact the City in advance of the meeting, and as soon as possible, at (209) 357-6241.

CITY OF ATWATER
City Council

AMENDED AGENDA
Council Chambers
750 Bellevue Road
Atwater, California
October 23, 2023
CALL TO ORDER: 5:00 PM
ROLL CALL: (City Council)
Ambriz ____, Button ____, Cale ____, Raymond ____, Nelson _____ CLOSED SESSION:

Adjourn to Conference Room A
• Conference with Legal Counsel - Anticipated Litigation - Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2):

Number of cases (1)
Amended City Council Agenda for Meeting of October 23, 2023 Page 2 REGULAR SESSION: (Council Chambers)
CALL TO ORDER: 6:00PM
INVOCATION:

Invocation by Michael Giordano
PLEDGE OF ALLEGIANCE TO THE FLAG:

ROLL CALL:

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

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

PRESENTATIONS:
• Photovoice Project by the Youth Health Advocates, a Community Counteracting Tobacco
• Monthly report by Merced County District 3 Supervisor McDaniel CONSENT CALENDAR:

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

TREASURER’S REPORT:

1. September 30, 2023
Staff's Recommendation: Acceptance of report as listed.

Amended City Council Agenda for Meeting of October 23, 2023 Page 3 WARRANTS:

2. October 23, 2023
Staff's Recommendation: Approval of warrants as listed.

MINUTES: (General Plan Technical Advisory Committee)

3. September 6, 2023 - Regular meeting
Staff's Recommendation: Acceptance of minutes as listed.

MINUTES: (Planning Commission)

4. September 20, 2023 - Regular meeting
Staff's Recommendation: Acceptance of minutes as listed.

MINUTES: (City Council)

5. a.) September 25, 2023 - Regular meeting
b.) October 9, 2023 - Regular meeting
Staff's Recommendation: Approval of minutes as listed.

AGREEMENTS:

6. Approving Amendment No. 3 to the Professional Services Agreement with RSG, Inc. for the preparation of Development Impact Fee annual reports pursuant to the requirements of Assembly Bill 1600 (AB 1600) and the Mitigation Fee Act (Finance Director Nicholas)
Staff's Recommendation: Approves Amendment No. 3 to the Professional Services Agreement in a form approved by the City Attorney, with RSG, Inc of Vista, California for the preparation of the Development Impact Fee reporting requirements, in a total contract amount not to exceed $50,710, after the approved contract amendment of $13,500; and authorizes and directs the City Manager, or her designee, to execute the Agreement on behalf of the City.

7. Awarding a Cooperative Purchase, Purchase Agreement (Purchase Order) to National Auto Fleet Group for the purchase of seven (7) new 2024 Ford Super Duty F-250 Crew Cab Pickup trucks (Public Works Director Vinson)
Staff's Recommendation: Awards a Cooperative Purchase,
Purchase Agreement (Purchase Order), to National Auto Fleet Group, of Watsonville, California, for the purchase of seven (7) new Ford F250 Crew Cab Pickup Trucks, in the combined amount not to exceed $370,48.66; and authorizes and directs the City Manager to execute the Agreement (Purchase Order) on behalf of the City.

8. Approving On-Call Professional Services Agreements with various consultants for As-Needed Planning Services (Deputy City Manager/Community Development Director Thompson)
Staff's Recommendation: Approves Professional Services On-Call Master Agreements, in a form approved by the City Attorney, with 4LEAF, Inc. of Pleasanton, California, Interwest of Fresno, California, and Precision Civil Engineering, Inc. of Fresno, California, for As- Amended City Council Agenda for Meeting of October 23, 2023 Page 4 Needed planning services, in an amount not to exceed $200,000 per Task Order; and authorizes and directs the City Manager, or her designee, to execute the Agreements on behalf of the City.

RESOLUTIONS:

9. Acknowledging Receipt of 2023 Annual City of Atwater Fire Inspection SB1205 Compliance Report (CAL FIRE Battalion Chief Lopes) Staff's Recommendation: Adoption of Resolution No. 3432-23 acknowledging receipt of 2023 annual City of Atwater Fire Inspection Compliance Report as mandated by California Senate Bill 1205.

10. Approving and Ratifying a Side Letter Agreement Between the City of Atwater and the American Federation of State, County, and Municipal Employees (AFSCME), Local 2703, Council 57, Pertaining to Certain Terms and Conditions of Employment of the Mid-Managers Group, Relating to Safety Members and Adopting Salary Schedule B-24, Effective October 26, 2023, Relating to the Police Lieutenant Classification (Human Resources Director Sousa)
Staff's Recommendation: Adoption of Resolution No. 3437-23 Approving and Ratifying a Side Letter Agreement Between the City of Atwater and the American Federation of State, County, and Municipal Employees (AFSCME), Local 2703, Council 57, Pertaining to Certain Terms and Conditions of Employment of the Mid-Managers Group, Relating to Safety Members, and Authorizing and Directing the City Manager to Execute the Agreement on Behalf of the City, and Adoption of Resolution No. 3438-23 Adopting Salary Schedule B-24, Effective October 26, 2023, Relating to the Police Lieutenant Classification.

CALL FOR BIDS:

11. Approving Plans and Specifications and Authorizing Advertising and Calling for Bids for the EV Charging Stations at 750 Bellevue Road (Public Works Director Vinson)
Staff's Recommendation: Approves the plans and specifications and authorizing and calling for bids for the EV Charging Stations at 750 Bellevue Rd Project, Project No. 19-8, Bid Call Number 723-23. ***END OF CONSENT CALENDAR***
REPORTS AND PRESENTATIONS FROM STAFF:

12. Approving Plans and Specifications and Authorizing Advertising and Calling for Bids for General Construction Services for Tenant Improvements at 1350 Broadway Avenue (Civic 2 Project) (Public Works Director Vinson)
Staff's Recommendation: Motion to approve the plans and specifications and authorizing advertising and calling for bids for the General Construction Services for Tenant Improvements at 1350 Broadway Avenue (Civic Center 2) Project, Project No. 21-03, Bid Amended City Council Agenda for Meeting of October 23, 2023 Page 5 Call Number 724-23; or
Motion to approve staff's recommendation as presented.

13. Awarding a Professional Services Agreement to Raftelis Financial Consultants, Inc. of Los Angeles, California for a Water and Sewer Rate Study (Public Works Director Vinson)
Staff's Recommendation: Motion to award a Professional Services Agreement, in a form approved by the City Attorney, to Raftelis Financial Consultants, Inc. of Los Angeles, California for a Water and Sewer Rate Study, in an amount not to exceed $124,273; and authorizes and directs the City Manager or her designee to execute all contract documents on behalf of the City; or
Motion to approve staff's recommendations as presented.

CITY MANAGER REPORTS/UPDATES:

14. City Manager Updates
COMMENTS FROM THE PUBLIC:

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

CITY COUNCIL REPORTS/UPDATES:

City Council comments
• City Council Member Cale, District 1
• City Council Member Button, District 2
• City Council Member Ambriz, District 3
• Mayor Pro Tem Raymond, District 4
• Mayor Nelson
CLOSED SESSION:

Continuation of Closed Session if necessary
ADJOURNMENT:

Amended City Council Agenda for Meeting of October 23, 2023 Page 6 CERTIFICATION:

I, Kory J. Billings, City Clerk of the City of Atwater, do hereby certify that a copy of the foregoing agenda was posted at City Hall a minimum of 72 hours prior to the meeting. _______________________________
KORY J. BILLINGS

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

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

In compliance with the federal Americans with Disabilities Act of 1990, upon request, the agenda can be provided in an alternative format to accommodate special needs. If you require special accommodations to participate in a City Council, Commission or Committee meeting due to a disability, please contact the City Clerk’s Office a minimum of three (3) business days in advance of the meeting at (209) 357-6241. You may also send the request by email to [email protected] .

Unless otherwise noted, City Council actions include a determination that they are not a “Project” within the meaning of the California Environmental Quality Act (CEQA), and therefore, that CEQA does not apply to such actions.

STATEMENT OF CHANGES IN CASH BALANCE, UNAUDITED
BYFUND
AS OF 09/30/2023
FUND BEG.BALANCE CASH DEBITS CASH CREDITS ENDING BAL.
0001 General Fund 16,156,193.54 1,912,275.34 1,914,479.45 16,153,989.43 0003 General Fund Capital (813,112.10) 0.00 75,400.28 (888,512.38) 0004 Public Safety Trans & Use Tax 916,973.32 353,208.57 156,569.73 1,113,612.16 0005 Ferrari Ranch Project Fund 2,297.54 0.00 0.00 2,297.54 0007 Measure V Fund 4,266,278.84 83,509.67 0.00 4,349,788.51 0008 Measure V 20% Alternative Modes 708,502.13 20,877.42 29,984.91 699,394.64 0009 Abandoned Veh Abatement Fund (1,648.28) 6,671.63 2,658.12 2,365.23 0010 Measure V Regional Fund (90,671.13) 0.00 6,636.66 (97,307.79) 1005 Police Grants Fund 64,772.40 0.00 0.00 64,772.40
1010 ARPA-American Rescue Plan Act 4,598,384.74 18,851.67 145,132.45 4,472,103.96 1011 Gas Tax/Street Improvement (180,036.92) 5,020.96 123,550.50 (298,566.46) 1013 Local Transportation Fund 430,022.20 0.00 6,740.94 423,281.26 1015 Traffic Circulation Fund 1,497,345.44 0.00 0.00 1,497,345.44 1016 Applegate Interchange 775,338.71 0.00 0.00 775,338.71 1017 RSTP-Regional Surface Transp Prag 2,585,548.57 437,727.00 3,023.75 3,020,251.82 1018 SB1-Road Maint & Rehab RMRA 1,958,752.16 66,918.51 0.00 2,025,670.67 1019 LPP-Local Partnership Prg Fund 0.00 0.00 0.00 0.00 1020 Parks and Recreation Fund 1,850,941.26 2,578.12 5,000.00 1,848,519.38 1021 Parks Grants Fund 0.00 0.00 0.00 0.00
1040 General Plan Update-Housing Element 0.00 0.00 0.00 0.00 1041 General Plan Update Fund 2,026,624.44 0.00 0.00 2,026,624.44 1055 Neighborhood Stabilization 222,040.24 0.00 0.00 222,040.24 1059-80 Housing Grant Funds 779,206.25 800.00 0.00 780,006.25 1091 Police Facility Impact Fee 199,249.18 0.00 0.00 199,249.18 1093 Fire Facility Impact Fee 259,224.29 0.00 0.00 259,224.29 1095 Government Building Facility 277,755.96 0.00 0.00 277,755.96 3064-67 RedevelopmenUSuccessor Agency Funds 1,772,592.10 868.13 15,656.00 1,757,804.23 4020 Performance Bond Trust 220,733.85 0.00 0.00 220,733.85 4030 Narcotics Program Trust 2,084.79 0.00 0.00 2,084.79 4060 Section 125 Medical 2,162.50 110.00 0.00 2,272.50

STATEMENT OF CHANGES IN CASH BALANCE, UNAUDITED
BYFUND
AS OF 09/30/2023
FUND
4070 Section 125 Dependent Care
4080 Pension Rate Stblztn 115 Trust
4090 CFO No. 1 Trust
5001-55 All Maintenance Districts
5050 CFO Districts
6000 Water Enterprise Fund
6001 Water Fund Capital Replacement
6002 DBCP Settlement
6004 Water Well- Buhach Colony
6005 Water Capital Impact Fees
6006 Water Operating Reserve Fund
6007 1,2,3-TCP Fund
6010 Sewer Enterprise Fund
6011 Sewer Fund Capital Replacement
6020 Sanitation Enterprise
7000 Internal Service Fund
7001 ISF Equipment/Bldg Replacement
7010 Employee Benefits Fund
7020 Risk Management
7030 Information Technology
9090 Accrued Interest Fund
TOTAL
BEG.BALANCE CASH DEBITS CASH CREDITS ENDING BAL.

0.00 0.00 0.00 0.00
368,774.33 0.00 13,034.08 355,740.25
131,617.29 0.00 0.00 131,617.29
1,260,126.60 0.00 44,017.30 1,216,109.30
(27,295.97) 0.00 43,018.89 (70,314.86)
11,134,405.65 707,656.57 804,076.97 11,037,985.25
1,108,696.11 0.00 210,553.44 898,142.67
20,677.13 0.00 0.00 20,677.13
184,791.45 0.00 0.00 184,791.45
2,648,218.21 0.00 0.00 2,648,218.21
181,195.08 0.00 0.00 181,195.08
15,672,372.21 0.00 234,416.21 15,437,956.00
14,041,997.92 843,960.78 1,212,680.17 13,673,278.53
3,724,504.69 0.00 0.00 3,724,504.69
3,149,501.23 369,651.92 778,827.31 2,740,325.84
311,762.81 503,765.00 132,103.02 683,424.79
100,664.02 0.00 0.00 100,664.02
726,683.87 198,005.21 75,316.50 849,372.58
(181,373.60) 1,031,277.75 4,766.70 845,137.45
278,496.31 199,966.25 45,957.77 432,504.79
824,848.76 2,030.00 0.00 826,878.76
96,148,220.12 6,765,730.50 6,083,601.15 96,830,349.47
___/
Approved by: a
Mark Borb
~
a, City Treas~-
Prepared by: _ _,'<-A=-"'---"<------------

Statement of Changes in Cash Balan~e
by Bank
As of 09/30/2023
Beg. Period
Balance
Cash
Debits
Cash
Credits
End Period
Balance
City- LAIF
City - RMA Long-Term Investment Fund
City Checking & Investment Accounts
Wastewater Checking
RA Obligation Retirement Fund
US Bank/Chandler Asset Mgt.

PARS Post-Employment Benefits Trust
Totals
63,504,137.32
1 , 171 , 7 5 7. 00
4,164,408.24
4,789,865.90
37,926.67
22,111,350.66
368,774.33
96,148,220.12
Prepared by:_-F,,.__-=---"--__;:"""'--------
2,030.00
6,763,700.20

0.30 5,629,369.75
371,171.36
70,025.96
13,034.08
63,504,137.32
1,173,787.00
5,298,738.69
4,418,694.54
37,926.97
22,041,324.70
355,740.25
6,765,730.50 6,083,601.15 96,830,349.47
Approved by: 4,.,, , -<r ==-
, '"--
Mark Borba, City Treasurer
(The following statements are required by California Govt. Code Section 53646 (b) (2,3)) Investments are made pursuant to the City Council approved Investment Policy and Guidelines.

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

Bank Account Detail
City LAIF
Chandler Asset Mgt.

US Bank/Chandler Asset Mgt.

PARS Post-Employment Benefits Trust
63,504,137.32
1,173,787.00
22,041,324.70
355,740.25
Chase General Checking
Chase Wastewater Checking
Chase Redevelopment Checking
Chase Savings Account
4,561,984.67
4,418,694.54
37,926.97

0.00

1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30
~ November 2023 ~
Sunday Monday Tuesday Wednesday Thursday Friday Saturday Veterans Day
City Holiday
GPTAC - 6:00 PM
Ends
Daylight Saving Time Observed
Planning Commission
6:00 PM Meeting - 6:00 PM
City Council Meeting -
Audit & Finance
Thanksgiving
City Holiday City Holiday
Thanksgiving
1 day
Trash pick up delayed
4:30 PM
Committee Meeting -

1 2 3 4 5 6 7
8 9 10 11 12 13 14
15 16 17 18 19 20 21
22 23 Audit & Finance 24 25 26 27 28
29 30
6:00 PM
31 Halloween
City Council Meeting -
Committee Meeting -
4:30 PM
1:30 PM - 3:30 PM
6:00 PM
Meeting - 6:00 PM District 3
Office Hours -
Supervisor McDaniel
City Council Meeting -
Planning Commission Merced County City of Atwater Fall
Clean up 7:00 AM -
Noon 3500 Apron Drive
Atwater, CA
GPTAC - 6:00 PM
Saturday
~ October 2023 ~
Sunday Monday Tuesday Wednesday Thursday Friday

WARRANTS SUMMARY FOR OCTOBER 23 2023

TOTAL OF WARRANTS (FROM WARRANT REPORT)

PREWRITTENS INCLUDED IN THIS WARRANT RUN

ADDITIONAL WARRANTS (THESE AMOUNTS ARE NOT INCLUDED IN TOTAL WARRANTS) IDATE I DESCRIPTION !AMOUNT
$ 3,862,413.60
$ 14,8 .14 - lo 82>0, 00 ==
4L ,,qeo7.11f
~
10/4/2023
10/4/2023
10/4/2023
10/4/2023
10/6/2023
EPARS Employee 457 Plan (PNC Bank)
AFSCME District Council 57
APOA Union Dues
State Disbursement - Child Support
PERS Health October 2023
$ 4,508.00
$ 1,002.16
$ 2,876.55
$ 219.22
$ 110,504.11
TOTAL ADDITIONAL WARRANTS $ 119,110.04

GRAND TOTAL OF WARRANTS PAID

INFORMATIONAL ONLY (INCLUDED IN THE TOTAL WARRANTS TOTAL) 1 s 119,110.041
$ 3,996,340.78
IDATE I DESCRIPTION !AMOUNT
10/4/2023 Net Payroll $ 296,203.90 $ 392,158.10
10/4/2023 Federal Taxes $ 86,632.12
10/4/2023 State Taxes $ 9,322.08
Payroll Deductions
TOTAL INFORMATIONAL WARRANTS $ 392,158.10
CITY TREASURER --=:::::::::::: __

Accounts Payable
Checks for Approval
User:

Printed:
jmurillo
10/19/2023 - 11:26 AM
A
Cil),•of
twater
Cu,nrnunity l'rhlP 'it · 'irlr
760 Belfevue R.oact, ,A11A1ater CA 963Q1
Check Number Check Date Fund Name
23587 10/09/2023 Internal Service Fund
23588 10/03/2023 Employee Benefits Fund
23588 10/03/2023 Employee Benefits Fund
23589 10/03/2023 Employee Benefits Fund
23589 10/03/2023 Employee Benefits Fund
23590 Public Safety Trans & Use Tax
Account Name Vendor Name Void Amount
Improvements Other Than Bldg
Health Reimbursements
Health Reimbursements
Health Reimbursements
Health Reimbursements
ZACS AIR SYSTEMS 6,830.00
Check Total:

UNUM LIFE INSURANCE

UNUM LIFE INSURANCE
6,830.00

33.59 33.59
Check Total:

UNUM LIFE INSURANCE

UNUM LIFE INSURANCE

67.18 242.20
436.32
Check Total:

Rents & Leases ENTERPRISE FM TRUST
678.52
7,241.44
Check Total: 7,241.44
Report Total: 14,817.14
AP-Checks for Approval (10/19/2023 - 11:26 AM) Page I

Accounts Payable
Checks for Approval
User:

Printed:
jmurillo
10/19/2023 - 11:30 AM 760 Beltevue Roa-a, .AnMater CA 95J01 Check Number Check Date Fund Name Account Name Vendor Name Void Amount 0 10/23/2023 General Fund Special Departmental Expense CHASE 10.88 0 10/23/2023 General Fund Special Departmental Expense CHASE 21.74 0 10/23/2023 General Fund Special Departmental Expense CHASE 18.48 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 11.55 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 22.00 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 558.82 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 838.23 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 6.45 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 724.44 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 36.52 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 40.34 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 16.03 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 844.23 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 3.00 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 26.06 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 2.72 0 10/23/2023 General Fund Training CHASE 550.00
0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 68.39 0 10/23/2023 General Fund Uniform & Clothing Expense CHASE 321.14 0 10/23/2023 General Fund Training CHASE 322.62
0 10/23/2023 General Fund Memberships & Subscriptions CHASE 160.00 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 37.46 0 10/23/2023 General Fund Special Departmental Expense CHASE 308.03 0 10/23/2023 General Fund Main!. Buildings & Grounds CHASE 408.58 0 10/23/2023 General Fund Various Classes CHASE 435.00
0 10/23/2023 General Fund Miss Atwater CHASE 20.00
0 10/23/2023 General Fund Miss Atwater CHASE 56.82
0 10/23/2023 General Fund Miss Atwater CHASE 27.19
0 10/23/2023 Sewer Enterprise Fund Professional Services CHASE 100.00 0 10/23/2023 Internal Service Fund Special Departmental Expense CHASE 6.42 0 10/23/2023 Internal Service Fund Special Departmental Expense CHASE 29.97 0 10/23/2023 Internal Service Fund Special Departmental Expense CHASE 41.28 0 10/23/2023 Internal Service Fund Special Departmental Expense CHASE 127.74 0 10/23/2023 Internal Service Fund Special Departmental Expense CHASE 10.28 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 1

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 0 10/23/2023 Internal Service Fund Small Tools CHASE 37.09 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 27.84 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 37.92 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 27.84 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 24.96 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 11.52 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 14.39 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 30.72 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 30.72 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 19.20 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 9.12 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 22.56 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 8.16 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 29.27 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 12.00 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 31.20 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 29.27 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 29.75 0 10/23/2023 Information Technology Fund Special Departmental Expense CHASE 16.30 0 10/23/2023 General Fund Memberships & Subscriptions CHASE 150.00 0 10/23/2023 General Fund Training CHASE 100.00
0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 1,725.54 0 10/23/2023 General Fund Special Departmental Expense CHASE 30.00 0 10/23/2023 General Fund Special Departmental Expense CHASE 1,160.22 0 10/23/2023 General Fund Uniform & Clothing Expense CHASE 93.04 0 10/23/2023 General Fund Uniform & Clothing Expense CHASE 128.54 0 10/23/2023 General Fund Professional Services CHASE 188.50 0 10/23/2023 General Fund Professional Services CHASE 84.75 " V 10/23/2023 General Fund Professional Services CHASE 19.99 0 10/23/2023 General Fund Professional Services CHASE 46.48 0 10/23/2023 General Fund Communications CHASE 44.58
0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 45.00 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 57.00 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 66.00 0 10/23/2023 General Fund Travel/Conferences/Meetings CHASE 65.00 0 10/23/2023 Internal Service Fund Operations & Maintenance CHASE 64.50 0 10/23/2023 Information Technology Fund Special Departmental Expense CHASE 440.00 0 10/23/2023 Internal Service Fund Operations & Maintenance CHEVRON USA INC. 157.51 Check Total: 11,328.89
23591 10/23/2023 General Fund Office Supplies AAA BUSINESS SUPPLIES & INTERIORS 195.59 23591 10/23/2023 General Fund Office Supplies AAA BUSINESS SUPPLIES & INTERIORS 65.20 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 2

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 260.79
23592 10/23/2023 ARPA-American Rescue Plan Act Police Dept Remodel/Rehab ADVANCED HEATING & AIR 14,849.50 Check Total: 14,849.50 ./
23593 10/23/2023 General Fund Special Departmental Expense AIRGAS USA, LLC 114.77 Check Total: 114.77 -
23594 10/23/2023 1,2,3-TCP Fund Professional Services AQUEOUS VETS 127,026.00 23594 10/23/2023 1,2,3-TCP Fund Professional Services AQUEOUS VETS 127,026.00 Check Total: 254,052.00 ..I
23595 10/23/2023 General Fund Building Permits ARMS AIR CONDITIONING & HEATING 61.00 23595 10/23/2023 General Fund Building Permits ARMS AIR CONDITIONING & HEATING 102.00 23595 10/23/2023 General Fund SB 1473 ARMS AIR CONDITIONING & HEATING 1.00 Check Total: 164.00 -
23596 10/23/2023 SB I-Road Maint & Rehab RMRA Fruitland Ave Rd Improvements ASSOCIATED RIGHT OF WAY SERVICES, INC. 50.00 Check Total: 50.00 -
23597 10/23/2023 General Fund Special Departmental Expense ASSOCIATES LOCK 60.00 23597 10/23/2023 Internal Service Fund Special Departmental Expense ASSOCIATES LOCK 86.88 23597 10/23/2023 Internal Service Fund Professional Services ASSOCIATES LOCK 105.00 Check Total: 251.88
23598 10/23/2023 General Fund Communications AT&TCALNET 284.97 23598 10/23/2023 General Fund Communications AT&TCALNET 138.65 23598 10/23/2023 Water Enterprise Fund Communications AT&TCALNET 273.00 23598 10/23/2023 Sewer Enterprise Fund Communications AT&TCALNET 419.12 23598 10/23/2023 Internal Service Fund Communications AT&TCALNET 563.45 Check Total: 1,679.19 ...
23599 10/23/2023 General Fund Communications AT&T MOBILITY 252.12 23599 10/23/2023 General Fund Communications AT&T MOBILITY 536.36 23599 10/23/2023 General Fund Communications AT&T MOBILITY 585.39 23599 10/23/2023 Abandoned Veh Abatement Fund Communications AT&T MOBILITY 90.06 23599 10/23/2023 General Fund Communications AT&T MOBILITY 120.72 23599 10/23/2023 General Fund Communications AT&T MOBILITY 684.08 23599 10/23/2023 General Fund Communications AT&T MOBILITY 114.37 23599 10/23/2023 General Fund Communications AT&T MOBILITY 130.30 23599 10/23/2023 General Fund Communications AT&T MOBILITY 130.30 23599 10/23/2023 General Fund Communications AT&T MOBILITY 90.06 AP-Checks for Approval (10/19/2023 - 11 :30 AM) Page 3

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23599 10/23/2023 General Fund Communications AT&T MOBILITY 90.06 23599 10/23/2023 General Fund Communications AT&T MOBILITY 130.30 23599 10/23/2023 Gas Tax/Street Improvement Communications AT&T MOBILITY 45.03 23599 10/23/2023 Water Enterprise Fund Communications AT&T MOBILITY 130.30 23599 10/23/2023 Internal Service Fund Communications AT&T MOBILITY 45.03 23599 10/23/2023 Information Technology Fund Communications AT&T MOBILITY 45.03 23599 10/23/2023 General Fund Communications AT&T MOBILITY 43.92 23599 10/23/2023 General Fund Communications AT&T MOBILITY 43.92 23599 10/23/2023 General Fund Communications AT&T MOBILITY 87.84 23599 10/23/2023 Gas Tax/Street Improvement Communications AT&T MOBILITY 263.52 23599 10/23/2023 Water Enterprise Fund Communications AT&T MOBILITY 395.28 23599 10/23/2023 Sewer Enterprise Fund Communications AT&T MOBILITY 527.04 23599 10/23/2023 Internal Service Fund Communications AT&T MOBILITY 43.92 23599 10/23/2023 Internal Service Fund Communications AT&T MOBILITY 43.92 23599 10/23/2023 Information Technology Fund Communications AT&T MOBILITY 43.92 Check Total: 4,712.79
23600 10/23/2023 Gas Tax/Street Improvement Professional Services ATWATER CHIROPRACTIC, INC. 125.00 Check Total: 125.00 ..
23601 i0/23/2023 General Fund Professional Services ATWATER ELECTRIC 510.00 23601 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense ATWATER ELECTRIC 434.00 23601 10/23/2023 Gas Tax/Street Improvement Professional Services ATWATER ELECTRIC 660.00 23601 10/23/2023 Gas Tax/Street Improvement Professional Services ATWATER ELECTRIC 1,020.00 23601 10/23/2023 Water Enterprise Fund Professional Services ATWATER ELECTRIC 1,280.00 23601 10/23/2023 Water Enterprise Fund Professional Services ATWATER ELECTRIC 550.00 23601 10/23/2023 Internal Service Fund Professional Services ATWATER ELECTRIC 255.00 23601 10/23/2023 Internal Service Fund Special Departmental Expense ATWATER ELECTRIC 110.00 23601 10/23/2023 Internal Service Fund Professional Services ATWATER ELECTRIC 170.00 Check Total: 4,989.00
23602 10/23/2023 General Fund Castle Park Deposits RENEAVILA 200.00 Check Total: 200.00 _,
23603 10/23/2023 1,2,3-TCP Fund Professional Services BC LABORATORIES INC. 352.00 23603 10/23/2023 Sanitation Enterprise Fund Professional Services BC LABORATORIES INC. 115.20 Check Total: 467.20
23604 10/23/2023 General Fund Professional Services BEST BEST & KRIEGER 17,394.66 23604 10/23/2023 Water Enterprise Fund Professional Services BEST BEST & KRIEGER 576.00 23604 10/23/2023 Sanitation Enterprise Fund Professional Services BEST BEST & KRIEGER 320.00 23604 10/23/2023 Risk Management Fund Professional Services BEST BEST & KRIEGER 4,098.50 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 4

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 22,389.16 ~
23605 10/23/2023 Sewer Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 8.72 23605 10/23/2023 Internal Service Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 31.99 23605 10/23/2023 Sewer Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 22.29 23605 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense BIG CREEK LUMBER COMPANY 33.93 23605 10/23/2023 General Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 34.88 23605 10/23/2023 Sewer Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 27.13 23605 10/23/2023 General Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 219.30 23605 10/23/2023 General Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 56.57 23605 10/23/2023 Internal Service Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 12.60 23605 10/23/2023 Sewer Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 403.99 23605 10/23/2023 Water Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 391.86 23605 10/23/2023 Sewer Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 154.95 23605 10/23/2023 Water Enterprise Fund Special Departmental Expense BIG CREEK LUMBER COMPANY 102.76 23605 10/23/2023 Internal Service Fund Special Departmental Expense BIG CREEK LUMBER COMPANY -138.56 Check Total: 1,362.41
23606 10/23/2023 Risk Management Fund Professional Services RICHARD BLAK, PHD 450.00 Check Total: 450.00 .-
23607 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense BOOTBARN 200.00 23607 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense BOOTBARN 200.00 23607 10/23/2023 General Fund Special Departmental Expense BOOTBARN 200.00 23607 10/23/2023 Water Enterprise Fund Uniform & Clothing Expense BOOTBARN 200.00 23607 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense BOOTBARN 200.00 23607 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense BOOT BARN 200.00 Check Total: 1,200.00
23608 10/23/2023 Internal Service Fund Professional Services BOVEE ENVIRONMENTAL MANAGEMENT IN• 475.00 Check Total: 475.00
23609 10/23/2023 Internal Service Fund Special Departmental Expense BRADY INDUSTRIES 674.99 Check Total: 674.99 -
23610 10/23/2023 General Fund Special Departmental Expense BROWN BAG CO. 344.25 Check Total: 344.25 -
23611 10/23/2023 Water Fund Capital Replacement Well #20A Rehab BSK ASSOCIATES 4,496.07 23611 10/23/2023 Local Transportation Fund Atwater Blvd & First St Signal BSK ASSOCIATES 2,618.30 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 204.00 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 76.50 AP-Checks for Approval (10/19/2023 - 11 :30 AM) Page 5

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 76.50 23611 10/23/2023 Water Enterprise Fund Special Departmental Expense BSK ASSOCIATES 25.50 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 58.50 23611 10/23/2023 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 952.50 23611 10/23/2023 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 952.50 23611 10/23/2023 1,2,3-TCP Fund Professional Services BSKASSOCIATES 2,476.50 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 96.75 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 204.00 23611 10/23/2023 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 952.50 23611 10/23/2023 1,2,3-TCP Fund Professional Services BSK ASSOCIATES 952.50 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 204.00 23611 10/23/2023 Water Enterprise Fund Professional Services BSK ASSOCIATES 204.75 Check Total: 14,551.37
23612 10/23/2023 General Fund Training CACEO 600.00
Check Total: 600.00
23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 32.31 23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 64.59 23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 14.09 23613 10/23/2023 General Fund Professional Services CAL FAR1v1 SERVICES 40.00 23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 39.34 23613 10/23/2023 General Fund Professional Services CAL FARM SERVICES 40.00 23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 182.90 23613 10/23/2023 General Fund Professional Services CAL FARM SERVICES 200.00 23613 10/23/2023 Water Enterprise Fund Small Tools CAL FARM SERVICES 1,336.09 23613 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense CAL FARM SERVICES 42.98 23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 11.81 23613 10/23/2023 General Fund Professional Services CAL FARM SERVICES 80.00 23613 10/23/2023 General Fund Special Departmental Expense CAL FARM SERVICES 59.01 23613 10/23/2023 General Fund Professional Services CAL FARM SERVICES 40.00 Check Total: 2,183.12
23614 10/23/2023 General Fund Travel/Conferences/Meetings JOHN CALE 64.71 Check Total: 64.71 .
23615 10/23/2023 General Fund Training CALIFORNIA BUILDING OFFICIALS 145.00 Check Total: 145.00
23616 10/23/2023 General Fund Special Departmental Expense CALIFORNIA LANDSCAPE SUPPLY, INC. 1,062.08 23616 10/23/2023 General Fund Special Departmental Expense CALIFORNIA LANDSCAPE SUPPLY, INC. 477.54 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 6

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 1,539.62 -
23617 l0/23/2023 Internal Service Fund Professional Services CAR WASH PARTNERS, INC. 440.00 Check Total: 440.00
23618 10/23/2023 ARPA-American Rescue Plan Act City Bldg - Civic Center #2 CENTERLINE DESIGN, LLC 55,620.00 Check Total: 55,620.00
23619 10/23/2023 Internal Service Fund Professional Services CERTIFIED AUTOMOTIVE 108.00 - Check Total: l08.00
23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 13.62 23620 10/23/2023 Internal Service Fund Special Departmental Expense CINTAS CORP 28.45 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 16.06 23620 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS CORP 3.12 23620 10/23/2023 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS CORP 37.09 23620 10/23/2023 General Fund Uniform & Clothing Expense CINTAS CORP 35.66 23620 10/23/2023 Water Enterprise Fund Uniform & Clothing Expense CINTAS CORP 68.32 23620 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS CORP 71.25 23620 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS CORP 3.12 23620 10/23/2023 Internal Service Fund Special Departmental Expense CINTAS CORP 28.45 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 16.06 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 13.62 23620 10/23/2023 General Fund Uniform & Clothing Expense CINTAS CORP 35.66 23620 10/23/2023 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS CORP 37.09 23620 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS CORP 70.63 23620 10/23/2023 Water Enterprise Fund Uniform & Clothing Expense CINTAS CORP 68.32 23620 10/23/2023 Internal Service Fund Special Departmental Expense CINTAS CORP 28.45 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 16.06 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 13.62 23620 10/23/2023 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS CORP 37.09 23620 10/23/2023 General Fund Uniform & Clothing Expense CINTAS CORP 35.66 23620 10/23/2023 Water Enterprise Fund Uniform & Clothing Expense CINTAS CORP 68.32 23620 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS CORP 71.84 23620 10/23/2023 Internal Service Fund Special Departmental Expense CINTAS CORP 28.45 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 13.62 23620 10/23/2023 Gas Tax/Street Improvement Uniform & Clothing Expense CINTAS CORP 37.09 23620 10/23/2023 General Fund Uniform & Clothing Expense CINTAS CORP 35.66 23620 10/23/2023 Water Enterprise Fund Uniform & Clothing Expense CINTAS CORP 68.32 23620 10/23/2023 Internal Service Fund Uniform & Clothing Expense CINTAS CORP 16.06 23620 10/23/2023 Sewer Enterprise Fund Uniform & Clothing Expense CINTAS CORP 71.84 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 7

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 1,088.60 _,
23621 10/23/2023 General Fund Memberships & Subscriptions CITY CLERKS ASSOCIATION OF CALIFORNIA 250.00 Check Total: 250.00 _,,
23622 10/23/2023 Internal Service Fund Utilities COMCAST 21.70 23622 10/23/2023 Internal Service Fund Communications COMCAST 162.37 Check Total: 184.07
23623 10/23/2023 Internal Service Fund Special Departmental Expense CONSOLIDATED ELECTRICAL DISTRIBUTOR! 122.42 23623 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense CONSOLIDATED ELECTRICAL DISTRIBUTOR! 413.81 Check Total: 536.23
23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 52.00 23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 40.00 23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 34.00 23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 34.00 23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 34.00 23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 52.00 23624 10/23/2023 Internal Service Fund Professional Services D & D PEST CONTROL 34.00 23624 10/23/2023 Internal Service Fund Professionai Services D & D PEST CONTROL 40.00 23624 10/23/2023 General Fund Professional Services D & D PEST CONTROL 250.00 23624 10/23/2023 General Fund Professional Services D & D PEST CONTROL 300.00 23624 10/23/2023 General Fund Professional Services D & D PEST CONTROL 750.00 Check Total: 1,620.00
23625 10/23/2023 Information Technology Fund Professional Services DATA PATH 7,850.00 23625 10/23/2023 Information Technology Fund Memberships & Subscriptions DATA PATH 2,617.50 23625 10/23/2023 Information Technology Fund Memberships & Subscriptions DATAPATH 1,089.00 23625 10/23/2023 Information Technology Fund Memberships & Subscriptions DATA PATH 730.00 23625 10/23/2023 Information Technology Fund Memberships & Subscriptions DATA PATH 830.00 23625 10/23/2023 Information Technology Fund Memberships & Subscriptions DATAPATH 2,583.00 Check Total: 15,699.50
23626 10/23/2023 General Plan Update Fund Professional Services DE NOVO PLANNING GROUP 59,658.75 Check Total: 59,658.75
..,
23627 10/23/2023 Internal Service Fund Special Departmental Expense DELRAYTIRE 215.41 23627 10/23/2023 Internal Service Fund Operations & Maintenance DELRAYTIRE 1,319.17 _,
Check Total: 1,534.58
23628 10/23/2023 General Fund Castle Park Deposits DOBBINS TRANSPORTATION 200.00 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 8

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 200.00
,,.
23629 10/23/2023 General Fund Uniform & Clothing Expense ELITE UNIFORMS 119.32 23629 10/23/2023 General Fund Uniform & Clothing Expense ELITE UNIFORMS 1,059.35 23629 10/23/2023 General Fund Uniform & Clothing Expense ELITE UNIFORMS 1,239.33 23629 10/23/2023 General Fund Uniform & Clothing Expense ELITE UNIFORMS 158.71 23629 10/23/2023 General Fund Uniform & Clothing Expense ELITE UNIFORMS 289.51 23629 10/23/2023 General Fund Uniform & Clothing Expense ELITE UNIFORMS 95.68 Check Total: 2,961.90
_,
23630 10/23/2023 Water Enterprise Fund Special Departmental Expense EWING IRRJGATION PRODUCTS INC. 25.59 Check Total: 25.59
23631 10/23/2023 General Fund Office Supplies FEDEX 44.18 23631 10/23/2023 General Fund Office Supplies FEDEX 101.89 23631 10/23/2023 General Fund Office Supplies FEDEX 88.24 23631 10/23/2023 General Fund Office Supplies FEDEX 230.20 Check Total: 464.51 _,
23632 10/23/2023 Water Enterprise Fund Special Departmental Expense FERGUSON WATERWORKS #1423 2,202.19 23632 10/23/2023 Water Fund Capital Replacement Installation-New Water Meters FERGUSON WATERWORKS #1423 2,344.93 Check Total: 4,547.12 -
23633 10/23/2023 General Fund Special Departmental Expense DONALD GARCIA 92.80 Check Total: 92.80 -
23634 10/23/2023 Water Enterprise Fund Special Departmental Expense GRAINGER 730.08 23634 10/23/2023 Water Enterprise Fund Special Departmental Expense GRAINGER 455.01 23634 10/23/2023 Water Enterprise Fund Special Departmental Expense GRAINGER 103.39 Check Total: 1,288.48
.,,
23635 10/23/2023 General Fund Community Center Deposits JASON HASTINGS 350.00 Check Total: 350.00
23636 10/23/2023 General Fund Special Departmental Expense HENRY SCHEIN, INC. 476.19 Check Total: 476.19 _,,
23637 10/23/2023 General Fund Professional Services HINDERLITER, DE LLAMAS & ASSOCIATES 300.00 Check Total: 300.00 ..,
23638 10/23/2023 Internal Service Fund Professional Services HOFFMAN SECURITY 110.00 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 9

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23638 10/23/2023 Internal Service Fund Professional Services HOFFMAN SECURITY 110.00 Check Total: 220.00 ,..
23639 10/23/2023 Internal Service Fund Professional Services HOLT OF CALIFORNIA 2,940.45 23639 10/23/2023 Internal Service Fund Operations & Maintenance HOLT OF CALIFORNIA 4,234.07 Check Total: 7,174.52
23640 10/23/2023 General Fund Special Departmental Expense HORIZON 28.64 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 11.43 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 141.09 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 176.62 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 115.94 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 391.57 23640 10/23/2023 Internal Service Fund Special Departmental Expense HORIZON 4.22 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 118.01 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 403.39 23640 10/23/2023 General Fund Special Departmental Expense HORIZON 95.38 Check Total: 1,486.29 _,.
23641 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense JAM SERVICES, INC. 1,087.50 23641 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense JAM SERVICES, INC. 261.00 Check Total: 1,348.50 _,
23642 10/23/2023 Internal Service Fund Professional Services JANI TEK CLEANING SOLUTIONS 11,693.00 Check Total: 11,693.00
23643 10/23/2023 Gas Tax/Street Improvement Professional Services JLB TRAFFIC ENUINEERINU, INC 1,620.00 Check Total: 1,620.00 -
23644 10/23/2023 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 342.42 23644 10/23/2023 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 1,615.13 23644 10/23/2023 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 227.84 23644 10/23/2023 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 1,302.08 23644 10/23/2023 Price Annexation LMA Professional Services JOE'S LANDSCAPING & CONCRETE 830.18 23644 10/23/2023 Sandlewood Square LMA Professional Services JOE'S LANDSCAPING & CONCRETE 362.18 23644 10/23/2023 Pajaro Dunes LMA Professional Services JOE'S LANDSCAPING & CONCRETE 222.30 23644 10/23/2023 Redwood Estates LMA Professional Services JOE'S LANDSCAPING & CONCRETE 223.55 23644 10/23/2023 Cottage Gardens ST & LMA Professional Services JOE'S LANDSCAPING & CONCRETE 148.98 23644 10/23/2023 Silva Ranch LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 492.18 23644 10/23/2023 Mello Ranch LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 367.38 23644 10/23/2023 Juniper Meadows LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 133.38 23644 10/23/2023 Camellia Meadows LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 277.94 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 10

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23644 10/23/2023 Stone Creek LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 795.86 23644 l0/23/2023 Bell Crossing LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 223.86 23644 10/23/2023 Atwater South LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 1,042.48 23644 10/23/2023 Mello Ranch 2 LNDSCP Professional Services JOE'S LANDSCAPING & CONCRETE 570.18 23644 10/23/2023 Aspenwood Lndscp Professional Services JOE'S LANDSCAPING & CONCRETE 379.86 23644 10/23/2023 Applegate Ranch Lndscp Professional Services JOE'S LANDSCAPING & CONCRETE 414.18 Check Total: 9,971.96
23645 10/23/2023 Sewer Enterprise Fund Small Tools KELLOGG SUPPLY 97.41 Check Total: 97.41
23646 10/23/2023 Sewer Enterprise Fund Special Departmental Expense KELLY-MOORE PAINT CO. INC. 204.58 Check Total: 204.58
23647 10/23/2023 General Fund Special Departmental Expense LA BODEGA FURNITURE LLC 2,751.38 Check Total: 2,751.38
23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 23648 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense MC REGIONAL WASTE MGMT. AUTH. 19.00 Check Total: 133.00
23649 10/23/2023 Internal Service Fund Operations & Maintenance MCAULEY MOTORS 645.52 23649 10/23/2023 Internal Service Fund Professional Services MCAULEY MOTORS 1,595.15 23649 10/23/2023 Internal Service Fund Operations & Maintenance MCAULEY MOTORS 1,603.46 Check Total: 3,844.13 -
23650 10/23/2023 General Fund Youth Flag Football MCNAMARA SPORTS 1,901.37 23650 10/23/2023 General Fund Coed Fall Softball MCNAMARA SPORTS 618.32 Check Total: 2,519.69
23651 10/23/2023 General Fund Coed Fall Softball MERCED AREA SPORTS OFFICIALS, INC 99.00 -
23651 10/23/2023 General Fund Men's Fall Softball MERCED AREA SPORTS OFFICIALS, INC 198.00 23651 10/23/2023 General Fund Coed Volleyball MERCED AREA SPORTS OFFICIALS, INC 100.00 23651 10/23/2023 General Fund Coed Volleyball MERCED AREA SPORTS OFFICIALS, INC l00.00 23651 10/23/2023 General Fund Coed Fall Softball MERCED AREA SPORTS OFFICIALS, INC 99.00 23651 10/23/2023 General Fund Men's Fall Softball MERCED AREA SPORTS OFFICIALS, INC 132.00 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 11

Check Number Check Date Fund Name Account Name Vendor Name Void Amount Check Total: 728.00 .,
23652 10/23/2023 Internal Service Fund Professional Services MERCED FENCE COMPANY 390.00 Check Total: 390.00 ~
23653 10/23/2023 Internal Service Fund Operations & Maintenance MERCED TRUCK & TRAILER INC. 24.77 Check Total: 24.77
23654 10/23/2023 Sanitation Enterprise Fund Contract Admin Fee MID-VALLEY DISPOSAL LLC -16,526.63 23654 10/23/2023 Sanitation Enterprise Fund Contract Admin Fee MID-VALLEY DISPOSAL LLC -38,562.13 23654 10/23/2023 Sanitation Enterprise Fund Solid Waste Collectn/Disposal MID-VALLEY DISPOSAL LLC 550,017.51 Check Total: 494,928.75
23655 10/23/2023 Internal Service Fund Special Departmental Expense MODERN OFFICE 3,499.00 Check Total: 3,499.00
23656 10/23/2023 Water Enterprise Fund Special Departmental Expense MODESTO BATTERY 209.34 Check Total: 209.34
23657 lU{lj/lU,U Internal Service Fund Special Departmental Expense MODESTO OVERHEAD DOOR 127.00 23657 10/23/2023 Internal Service Fund Professional Services MODESTO OVERHEAD DOOR 1,400.00 Check Total: 1,527.00 -
23658 10/23/2023 General Fund Professional Services MUNICIPAL RESOURCE GROUP, LLC 4,750.00 Check Total: 4,7S0.00 ,.
23659 1111? 3 I? 11? l General Fund Professional Services MUNISERVICES LLC 2,615.16 Check Total: 2,615.16
23660 10/23/2023 Sewer Enterprise Fund Special Departmental Expense NAPAAUTO PARTS 24.88 23660 10/23/2023 Internal Service Fund Operations & Maintenance NAPA AUTO PARTS 3.56 23660 10/23/2023 Internal Service Fund Operations & Maintenance NAPAAUTO PARTS 105.96 Check Total: 134.40
23661 10/23/2023 Information Technology Fund Communications NEW HORIZON COMMUNICATIONS 2,523.77 Check Total: 2,523.77
23662 10/23/2023 General Fund Special Departmental Expense O'REILLY AUTO PARTS 9.22 23662 10/23/2023 General Fund Special Departmental Expense O'REILLY AUTO PARTS 6.09 23662 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense O'REILLY AUTO PARTS 21.73 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -113.19 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 12

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -344.45 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 69.58 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 81.35 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 791.34 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 152.20 23662 10/23/2023 Internal Service Fund Professional Services O'REILLY AUTO PARTS 1,350.00 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 343.86 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 34.52 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 45.79 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 452.84 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 202.79 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -238.91 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 133.35 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 354.56 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 648.30 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 19.62 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 661.17 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 104.39 23662 10/23/2023 Sewer Enterprise Fund Special Departmental Expense O'REILLY AUTO PARTS 65.24 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 61.92 23662 10/23/2023 General Fund Special Departmental Expense O'REILLY AUTO PARTS 10.86 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 228.34 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS -145.33 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 311.56 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 45.52 23662 10/23/2023 Internal Service Fund Professional Services O'REILLY AUTO PARTS 1,350.00 23662 10/23/2023 Internal Service Fund Professional Services O'REILLY AUTO PARTS -1,350.00 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 185.99 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 60.23 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 494.31 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 484.87 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 32.09 23662 10/23/2023 General Fund Special Departmental Expense O'REILLY AUTO PARTS 73.88 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 45.54 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 37.32 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 59.71 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 636.09 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 92.43 23662 10/23/2023 Internal Service Fund Operations & Maintenance O'REILLY AUTO PARTS 134.38 Check Total: 7,701.10
23663 10/23/2023 Sewer Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 67,649.25 23663 10/23/2023 General Fund Utilities PACIFIC GAS & ELECTRIC 1,878.76 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 13

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23663 10/23/2023 General Fund Utilities PACIFIC GAS & ELECTRIC 105.87 23663 10/23/2023 General Fund Utilities PACIFIC GAS & ELECTRIC 3,432.23 23663 10/23/2023 General Fund Utilities PACIFIC GAS & ELECTRIC 455.84 23663 10/23/2023 Gas Tax/Street Improvement Utilities PACIFIC GAS & ELECTRIC 17,164.30 23663 10/23/2023 Northwood Village LD Utilities PACIFIC GAS & ELECTRIC 258.21 23663 10/23/2023 Orchard Park Estates LD Utilities PACIFIC GAS & ELECTRIC 136.84 23663 10/23/2023 Wildwood Estates LD Utilities PACIFIC GAS & ELECTRIC 35.70 23663 10/23/2023 Woodview Garland LA Utilities PACIFIC GAS & ELECTRIC 14.33 23663 10/23/2023 Shaffer Lakes West LD Utilities PACIFIC GAS & ELECTRIC 47.85 23663 10/23/2023 Woodhaven LD Utilities PACIFIC GAS & ELECTRIC 15.78 23663 10/23/2023 Sierra Parks LD Utilities PACIFIC GAS & ELECTRIC 1,204.76 23663 10/23/2023 Shaffer Lakes East LD Utilities PACIFIC GAS & ELECTRIC 193.25 23663 10/23/2023 Price Annexation LD Utilities PACIFIC GAS & ELECTRIC 825.59 23663 10/23/2023 Sandlewood Square LD Utilities PACIFIC GAS & ELECTRIC 25.80 23663 10/23/2023 Pajaro Dunes LD Utilities PACIFIC GAS & ELECTRIC 22.94 23663 10/23/2023 Cottage Gardens LD Utilities PACIFIC GAS & ELECTRIC 20.53 23663 10/23/2023 Airport Business Park LD Utilities PACIFIC GAS & ELECTRIC 93.36 23663 10/23/2023 Atwater South LD Utilities PACIFIC GAS & ELECTRIC 42.26 23663 10/23/2023 Water Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 110,507.26 23663 10/23/2023 Sewer Enterprise Fund Utilities PACIFIC GAS & ELECTRIC 4,062.34 23663 10/23/2023 Internal Service Fund Utilities PACIFIC GAS & ELECTRIC 7,414.30 Check Total: 215,607.35 -
23664 10/23/2023 ARPA-American Rescue Plan Act City Bldg - Civic Center #2 PACIFIC GAS & ELECTRIC 9,444.08 Check Total: 9,444.08
23665 10/23/2023 Water Enterprise Fund Special Departmental Expense POLLARD WATER 303.97 Check Total: 303.97 ..,
23666 10/23/2023 General Fund Capital Phase 3 Ped Imp Proj Downtown PRECISION CIVIL ENGINEERING, INC. 9,700.67 23666 10/23/2023 Measure V 20% AltemativeModes Phase 3 Ped Imp Proj Downtown PRECISION CIVIL ENGINEERING, INC. 1,256.83 23666 10/23/2023 General Fund Professional Services PRECISION CIVIL ENGINEERING, INC. 7,065.00 23666 10/23/2023 General Fund Capital Phase 3 Ped Imp Proj Downtown PRECISION CIVIL ENGINEERING, INC. 168.21 23666 10/23/2023 Measure V 20% AltemativeModes Phase 3 Ped Imp Proj Downtown PRECISION CIVIL ENGINEERING, INC. 21.79 Check Total: 18,212.50 ~
23667 10/23/2023 General Fund Special Departmental Expense PRESTON'S LOCK & KEY 187.50 Check Total: 187.50 .,;
23668 10/23/2023 Water Fund Capital Replacement Well #20A Rehab PROVOST & PRITCHARD CONSULTING GROU 4,634.43 23668 10/23/2023 General Fund Capital Phase 4 Ped Imp Proj Downtown PROVOST & PRITCHARD CONSULTING GROU 13,211.59 23668 10/23/2023 Measure V 20% AltemativeModes Phase 4 Ped Imp Proj Downtown PROVOST & PRITCHARD CONSULTING GROU 1,711.70 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 14

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23668 10/23/2023 Water Fund Capital Replacement Canal Creek Utility Crossing PROVOST & PRITCHARD CONSULTING GROU 10,967.50 23668 10/23/2023 Sewer Enterprise Fund Canal Creek Utility Crossing PROVOST & PRITCHARD CONSULTING GROU 10,967.50 Check Total: 41,492.72
23669 10/23/2023 Sewer Enterprise Fund Castle Sewer Interceptor QUAD KNOPF 8,265.00 Check Total: 8,265.00 -
23670 10/23/2023 Internal Service Fund Professional Services RAZZARI DODGE CHRYSLER JEEP RAM 125.00 23670 10/23/2023 Internal Service Fund Operations & Maintenance RAZZARI DODGE CHRYSLER JEEP RAM 418.92 Check Total: 543.92
23671 10/23/2023 Sewer Enterprise Fund Professional Services ROLFE CONSTRUCTION 8,315.00 Check Total: 8,315.00
23672 10/23/2023 Sewer Enterprise Fund Professional Services SAN JOAQUIN VALLEY AIR 143.00 Check Total: 143.00
23673 10/23/2023 General Fund Deposits SEAL RITE PAVING & GRADING 547.00 23673 10/23/2023 Water Enterprise Fund Water Service Charges SEAL RITE PAVING & GRADING -241.50 23673 10/23/2023 General Fund Capital Project Retention SEAL RITE PAVING & GRADING 36,291.93 23673 10/23/2023 Measure V 20% AlternativeModes Project Retention SEAL RITE PAVING & GRADING 1,937.17 23673 10/23/2023 SB I-Road Maint & Rehab RMRA Project Retention SEAL RITE PAVING & GRADING 6,202.39 23673 10/23/2023 General Fund Capital Project Retention SEAL RITE PAVING & GRADING -1,420.26 23673 10/23/2023 General Fund Capital Phase I Ped Imp Proj Downtown SEAL RITE PAVING & GRADING 28,405.23 23673 10/23/2023 Measure V 20% AlternativeModes Project Retention SEAL RITE PAVING & GRADING -184.01 23673 10/23/2023 Measure V 20% AlternativeModes Project Retention SEAL RITE PAVING & GRADING -256.92 23673 10/23/2023 Measure V 20% AlternativeModes Phase I Ped Imp Proj Downtown SEAL RITE PAVING & GRADING 3,680.19 23673 10/23/2023 Measure V 20% AlternativeModes Phase I Ped Imp Proj Downtown SEAL RITE PAVING & GRADING 5,138.56 Check Total: 80,099.78 ,_,.
23674 10/23/2023 Water Enterprise Fund Special Departmental Expense SHANNON PUMP CO. 1,717.48 23674 10/23/2023 Water Enterprise Fund Special Departmental Expense SHANNON PUMP CO. 260.65 23674 10/23/2023 Sewer Enterprise Fund Special Departmental Expense SHANNON PUMP CO. 99.78 Check Total: 2,077.91
23675 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense SIERRA MATERIALS & TRUCKING COMPANY 291.28 23675 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense SIERRA MATERIALS & TRUCKING COMPANY 770.04 23675 10/23/2023 Water Enterprise Fund Special Departmental Expense SIERRA MATERIALS & TRUCKING COMPANY 393.64 23675 10/23/2023 General Fund Special Departmental Expense SIERRA MATERIALS & TRUCKING COMPANY 385.70 23675 10/23/2023 General Fund Special Departmental Expense SIERRA MATERIALS & TRUCKING COMPANY 385.70 Check Total: 2,226.36 .....

AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 15

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23676 10/23/2023 General Fund Special Departmental Expense NATALIE SOBALVARRO 125.00 Check Total: 125.00 -
23677 10/23/2023 General Fund Training SOUTH BAY REGIONAL TRAINING CENTER 499.00 23677 10/23/2023 General Fund Training SOUTH BAY REGIONAL TRAINING CENTER 499.00 Check Total: 998.00
23678 10/23/2023 General Fund Deposits ST FRANCIS ELECTRIC 547.00 23678 10/23/2023 Water Enterprise Fund Water Service Charges ST FRANCIS ELECTRIC -25.23 23678 10/23/2023 Gas Tax/Street Improvement Professional Services ST FRANCIS ELECTRIC 681.00 23678 10/23/2023 Local Transportation Fund Project Retention ST FRANCIS ELECTRIC -1,082.86 23678 10/23/2023 Local Transportation Fund Atwater Blvd & First St Signal ST FRANCIS ELECTRIC 21,657.14 23678 10/23/2023 RSTP-Regional SurfTransp Prog Project Retention ST FRANCIS ELECTRIC -18,228.30 23678 10/23/2023 RSTP-Regional SurfTransp Prog Atwater Blvd & First St Signal ST FRANCIS ELECTRIC 364,566.06 Check Total: 368,114.81
23679 10/23/2023 General Fund Office Supplies STAPLES 76.92 23679 10/23/2023 General Fund Office Supplies STAPLES 144.09 23679 10/23/2023 General Fund Special Departmental Expense STAPLES 141.57 Check Total: 362.58
23680 10/23/2023 ARPA-American Rescue Plan Act Police Dept Remodel/Rehab STATE PRO BUILDERS INC. 24,900.00 Check Total: 24,900.00
23681 10/23/2023 General Fund Professional Services STERICYCLE INC 37.56 Check Total: 37.56 .,,,
23682 10/23/2023 Internal Service Fund Professional Services SUNBELT RENTALS INC 543.24 Check Total: 543.24
23683 10/23/2023 Water Enterprise Fund Special Departmental Expense SUPERIORPOOLPRODUCTSLLC 1,125.45 23683 10/23/2023 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 2,094.42 23683 10/23/2023 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 1,320.22 23683 10/23/2023 Water Enterprise Fund Special Departmental Expense SUPERIORPOOLPRODUCTSLLC 1,490.72 23683 10/23/2023 Water Enterprise Fund Special Departmental Expense SUPERIOR POOL PRODUCTS LLC 1,135.89 Check Total: 7,166.70
..,,
23684 10/23/2023 General Fund Professional Services TAYLOR VETERINARY HOSPITAL 489.00 Check Total: 489.00
23685 10/23/2023 General Fund Deposits TEICHERT CONSTRUCTION 547.00 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 16

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23685 10/23/2023 Water Enterprise Fund Water Service Charges TEICHERT CONSTRUCTION -292.00 Check Total: 255.00 ,,,..
23686 10/23/2023 Internal Service Fund Professional Services TERMINIX 19,525.00 Check Total: 19,525.00 .,,...
23687 10/23/2023 Water Enterprise Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 5,042.03 23687 10/23/2023 Water Enterprise Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 12,791.68 23687 10/23/2023 Water Enterprise Fund Utilities TERRA FORM PHOENIX II ARCADIA HOLDING 4,724.29 23687 10/23/2023 Internal Service Fund Utilities TERRAFORM PHOENIX II ARCADIA HOLDING 2,220.79 Check Total: 24,778.79
23688 10/23/2023 General Fund Special Departmental Expense TLC POSTAL CENTER 48.94 Check Total: 48.94
23689 10/23/2023 Information Technology Fund Communications TPX COMMUNICATIONS 8,176.55 Check Total: 8,176.55 ~
23690 10/23/2023 Internal Service Fund Utilities TRIPP SECURITY SYSTEMS 33.00 Check Total: 33.00 ..,.
23691 10/23/2023 General Fund Special Departmental Expense UBEO WEST LLC 422.99 Check Total: 422.99 -~
23692 10/23/2023 Water Enterprise Fund Professional Services VALLEYUTILITIE CONSTRUCTION, INC. 1,000.00 23692 10/23/2023 Water Enterprise Fund Professional Services VALLEY UTILITIE CONSTRUCTION, INC. 1,000.00 Check Total: 2,000.00 -
23693 10/23/2023 Internal Service Fund Operations & Maintenance VAN DE POL 16,738.00 23693 10/23/2023 Internal Service Fund Operations & Maintenance VAN DE POL 256.60 Check Total: 16,994.60 -
23694 10/23/2023 Sewer Enterprise Fund Professional Services VEOLIA WATER NORTH AMERICA OPERATINC 183,175.28 Check Total: 183,175.28
23695 10/23/2023 General Fund Communications VERIZON WIRELESS 342.09 23695 10/23/2023 General Fund Communications VERIZON WIRELESS 760.20 23695 10/23/2023 General Fund Communications VERIZON WIRELESS 38.01 23695 10/23/2023 General Fund Communications VERIZON WIRELESS 51.63 23695 10/23/2023 Sewer Enterprise Fund Special Departmental Expense VERIZON WIRELESS 38.01 23695 10/23/2023 Sewer Enterprise Fund Utilities VERIZON WIRELESS 40.19 AP-Checks for Approval (10/19/2023 - 11:30 AM) Page 17

Check Number Check Date Fund Name Account Name Vendor Name Void Amount 23695 10/23/2023 Internal Service Fund Special Departmental Expense VERIZON WIRELESS 40.01 23695 10/23/2023 Internal Service Fund Utilities VERIZON WIRELESS 80.02 Check Total: 1,390.16
23696 10/23/2023 General Fund Professional Services VERIZON WIRELESS SERVICES LLC 50.00 Check Total: 50.00 -
23697 10/23/2023 ARPA-American Rescue Plan Act Cedar and First Parking Lot VVH CONSULTING SERVICES 6,147.50 Check Total: 6,147.50
23698 10/23/2023 Water Fund Capital Replacement Project Retention W.M. LYLES COMPANY -7,059.25 23698 10/23/2023 Water Fund Capital Replacement Well #20A Rehab W.M. LYLES COMPANY 141,185.00 23698 10/23/2023 1,2,3-TCP Fund Project Retention W.M. LYLES COMPANY -85,603.50 23698 10/23/2023 1,2,3-TCP Fund Well #20A Rehab W.M. LYLES COMPANY 1,712,070.00 Check Total: 1,760,592.25
23699 10/23/2023 Internal Service Fund Special Departmental Expense WARD ENTERPRISES 21.64 23699 10/23/2023 General Fund Special Departmental Expense WARD ENTERPRISES 23.00 Check Total: 44.64 ,-
23700 10/23/2023 General Fund Travel/Conferences/Meetings LORI WATERMAN 69.43 Check Total: 69.43
23701 10/23/2023 General Fund Special Departmental Expense WINTON HARDWARE 163.74 23701 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense WINTON HARDWARE 11.39 23701 10/23/2023 Gas Tax/Street Improvement Special Departmental Expense WINTON HARDWARE 49.52 23701 10/23/2023 General Fund Special Departmental Expense WINTON HARDWARE 45.19 23701 10/23/2023 General Fund Special Departmental Expense WINTON HARDWARE 4.17 23701 10/23/2023 General Fund Special Departmental Expense WINTON HARDWARE 9.70 23701 10/23/2023 Internal Service Fund Special Departmental Expense WINTON HARDWARE 3.07 Check Total: 286.78 ✓
Report Total: 3,862,413.60
AP-Checks for Approval (I 0/19/2023 - 11 :30 AM) Page 18

Accounts Payable
Checks by Date - Detail by Check Date
User:

Printed:
jmurillo
10/19/2023 11:35 AM
A
Cityof
twater 'ommtmity Pride City Wide
750 Bellevue Road, .Atwater CA 95301
Check No Vendor No Vendor Name Check Date Check Amount
Invoice No Description Reference
ACH CHA999 CHASE 10/23/2023
1032023 The Home Depot 6.42
1032023 Ford Motor Company 22.56
1032023 International Code Council 160.00
1032023 Galls 128.54
1032023 Walmart 56.82
1032023 Clovis Cleaners 93.04
1032023 Target 44.58
1032023 Capitol Garage 22.00
1032023 Sourdough & Co 36.52
1032023 Cafeteria I SL 11.55
1032023 Cafeteria 15L 40.34
1032023 Target 10.88
1032023 Ford Motor Company 12.00
1032023 CMRTA 150.00
1032023 Ford Motor Company 24.96
1032023 Uber 2.72
1032023 Capitol Garage 26.06
1032023 McDonald's 6.45
1032023 Ford Motor Company 27.84
1032023 Ford Motor Company 19.20
1032023 Lowe's 37.09
1032023 Walmart 41.28
1032023 LexisNexis 84.75
1032023 Sunny Truck & RV Wash 100.00
1032023 The Gate 66.00
1032023 The Murieta Inn & Spa 322.62
1032023 Target 27.19
1032023 SaveMart 21.74
1032023 Ford Motor Company 29.27
1032023 Swank Motion Picutres 435.00
1032023 Chipotle 16.03
1032023 Ford Motor Company 29.27
1032023 Ford Motor Company 29.75
1032023 Uber 3.00
1032023 Ford Motor Company 27.84
1032023 Adobe 19.99
1032023 Residence Inn By Marriott 838.23
1032023 Ford Motor Company 31.20
1032023 Ford Motor Company 8.16
1032023 Applebee's 57.00
1032023 Positive Promotions 1,160.22
1032023 Food4Less 408.58
1032023 Ford Motor Company 30.72
1032023 Chevron 68.39
1032023 Courtyard By Marriott 724.44
1032023 Ford Motor Company 9.12
1032023 Ford Motor Company 30.72
1032023 Spirit in Print 321.14
AP Checks by Date - Detail by Check Date (10/19/2023 11:35 AM) Page 1

Check No Vendor No Vendor Name Check Date Check Amount
Invoice No Description Reference
- 1032023 Isabella's Bar & Grill 65.00
1032023 Lowe's 29.97
1032023 Starbucks 20.00
1032023 Ford Motor Company 37.92
1032023 LexisNexis 188.50
1032023 The Home Depot 308.03
1032023 CSMFO 100.00
1032023 Target 16.30
1032023 IACP Luncheon 45.00
1032023 Hyatt Regency 1,725.54
1032023 Residence Inn By Marriott 844.23
1032023 SaveMart 18.48
1032023 Residence Inn By Marriott 558.82
1032023 JamF 440.00
1032023 Isabella's Bar & Grill 37.46
1032023 Chevron 64.50
1032023 Ford Motor Company 14.39
1032023 The Home Depot 10.28
1032023 League of California 550.00
1032023 Lowe's 127.74
1032023 Ford Motor Company 11.52
1032023 Colorado River Medical 30.00
1032023 Red Carpet Car Wash 46.48
Total for this ACH Check for Vendor CHA999: 11,171.38
Total for 10/23/2023: 11,171.38
Report Total (I checks): 11,171.38
AP Checks by Date - Detail by Check Date (10/19/2023 11:35 AM) Page 2

CITY OF ATWATER

GENERAL PLAN TECHNICAL ADVISORY COMMITTEE

ACTION MINUTES
September 6, 2023
REGULAR SESSION: (Council Chambers)
The G e n e r a I P I a n T e c h n i c a I A d v i s o r y C o m m i t t e e of the City of Atwater met in Regular Session this date at 6:00 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Chairperson Nelson presiding.

INVOCATION:

Invocation by Police Chaplain Miller
PLEDGE OF ALLEGIANCE:

The Pledge of Allegiance was led by Committee Member Daugherty.

ROLL CALL:

Present:

Absent:

Staff Present:

Committee Members Borgwardt, Daugherty, Murphy, Raymond, Reed, and Nelson
Committee Member Raymond
Deputy City Manager/Community Development Director
Thompson, Police Chief Salvador, Recording Secretary Rashad SUBSEQUENT NEED ITEMS: None
APPROVAL OF AGENDA AS POSTED OR AS AMENDED:

MOTION: Committee Member Daugherty moved to approve the agenda as posted.

The motion was seconded by Committee Member Murphy and the vote was: Ayes:

Committee Members Borgwardt, Daugherty, Nelson, Murphy, and Reed; Noes:

None; Absent: Committee Member Raymond. The motion passed.

APPROVAL OF MINUTES:

June 7, 2023 - Regular Meeting
MOTION: Committee Member Borgwardt moved to approve the minutes as posted.

The motion was seconded by Committee Member Daugherty and the roll call vote was: Ayes: Committee Members Reed, Nelson, Daugherty, Borgwardt, and Murphy; Noes: None; Absent: Committee Member Raymond. The motion passed.

OVERVIEW OF GENERAL PLAN UPDATE:

1. Parks and Open Space
Committee Member Raymond arrived at 6:06pm
Deputy City Manager I Community Development Director Thompson spoke about the Parks and Open Space element of the General Plan.

COMMENTS FROM THE PUBLIC:

Chairperson Nelson opened Public Comment.

Notice to the public was read.

No one came forward to speak.

Chairperson Nelson closed the Public Comment.

COMMITTEE MEMBER MATTERS:

None
ADJOURNMENT:

Chairperson Nelson adjourned the meeting at 6:40 PM.

Mike Nelson, Chairperson
By: Kayla Rashad,
Recording Secretary

CITY OF ATWATER

PLANNING COMMISSION

ACTION MINUTES
September 20, 2023
REGULAR SESSION (Council Chambers)
The Planning Commission of the City of Atwater met in Regular Session this date at 6:00 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Chairperson Daugherty presiding.

INVOCATION:

Invocation by Planning Commission Member Kadach
PLEDGE OF ALLEGIANCE TO THE FLAG:

The Pledge of Allegiance was led by Planning Commission Member SanchezGarcia.

ROLL CALL

Present: Planning Commission Members Borgwardt, Kadach, SanchezGarcia, Sanders, Chairperson Daugherty

Absent: None
Staff Present: Battalion Chief Lopes, Chief Salvador, Deputy City Manager / Community Development Director Thompson, Recording
Secretary Rashad .

SUBSEQUENT NEED ITEMS:

None

APPROVAL OF AGENDA AS POSTED OR AS AMENDED:

MOTION:Planning Commission Member Sanders moved to approve the agenda as posted. The motion was seconded by Planning Commission Member Kadach and the vote was: Ayes: Planning Commission Members Borgwardt, Kadach, SanchezGarcia, Sanders, Daugherty; Noes: None; Absent: None. The motion passed.

APPROVAL OF MINUTES:
a) August 16, 2023 — Regular Meeting
MOTION: Planning Commission Member Kadach moved to approve the minutes.

The motion was seconded by Planning Commission Member Sanchez-Garcia and the vote was: Ayes: Planning Commission Members Borgwardt, Kadach, Sanders, Sanchez-Garcia, Daugherty; Noes: None; Absent: None. The motion passed.

PETITIONS AND COMMUNICATIONS:

1. Request from Atwater High School for a Football Homecoming Parade with temporary road closures. (Applicant: Atwater High School Staff's Recommendation: Approval of request from Atwater High School for a football Homecoming Parade on October 13, 2023, from 3:OOpm-4:OOpm with multiple road closures. Please see the attached map.

MOTION:Planning Commission Member Borgwardt moved to approve the request from the Atwater High School for a Football Homecoming Parade with temporary road closures. The motion was seconded by Planning Commission Member Kadach and the vote was: Ayes: Planning Commission Members Borgwardt, Kadach, Sanders, Sanchez-Garcia, Daugherty; Noes: None; Absent: None. The motion passed.

2. Request from the Atwater Elementary School District for a Red Ribbon Walk and Drugstore Project with temporary road closures. (Applicant: Atwater Elementary School District)
Staffs Recommendation: Approval of request from the Atwater Elementary School District for a Red Ribbon Walk and Drugstore Project on October 20, 2023, from 10:45am-1:30pm with multiple road closures. Please see the attached map.

MOTION: Planning Commission Member Sanders moved to approve the request from the Atwater Elementary School District for a Red Ribbon Walk and Drugstore Project with temporary road closures. The motion was seconded by Planning Commission Member Sanchez-Garcia and the vote was: Ayes: Planning

Commission Members Borgwardt, Kadach, Sanders, Sanchez-Garcia, Daugherty; Noes: None; Absent: None. The motion passed.

3. Request from Valley Christian Church for a Fall Craft and Vendor Fair on October 21, 2023, from 7:OOam-3:OOpm with a road closure.

Staffs Recommendation: Approval of request from Valley Christian Church for a Fall Craft and Vendor Fair on October 21, 2023, from 7:00am-3:O0pm with a small road closure. Please see the attached map.

MOTION:Planning Commission Member Borgwardt moved to approve the request from Valley Christian Church for a Fall Craft and Vendor Fair on October 21, 2023, from 7:00am-3:00pm with temporary road closures. The motion was seconded by Planning Commission Member Kadach and the vote was: Ayes: Planning Commission Members Borgwardt, Kadach, Sanders, Sanchez-Garcia, Daugherty; Noes: None; Absent: None. The motion passed.

PUBLIC HEARINGS:

Public hearing to consider adopting a resolution approving Conditional Use Permit No. 23-13-0100 and Site Plan 23-13-0200 for a small wireless cell facility on top of an existing building located at 100 E. Bellevue Rd. in Atwater (APN: 004-022-013). (Applicant: New Cingular Wireless)
Deputy City Manager / Community Development Director Thompson provided background on this project.

Applicant Steve Pro spoke on the project.

Chairperson Daugherty opened the public hearing.

No one else came forward to speak.

Chairperson Daugherty closed the public hearing.

MOTION:Planning Commission Member Sanders moved to Make a finding that the project is categorically exempt under California Environmental Quality Act (CEQA) guideline section 15311 (c), "Accessory Structures," and Adopt Resolution No. 0232-23 Approving Conditional Use Permit No. 23-13-0100 and Site Plan No. 23-13- 0200. The motion was seconded by Planning Commission Member Sanchez-Garcia and the vote was: Ayes: Planning Commission Members Kadach, Sanchez-Garcia, Borgwardt, Sanders, Daugherty; Noes: None; Absent: None. The motion passed.

Public Hearing to recommend to the City Council of the City of Atwater to approve and adopt an Initial Study and Negative Declaration (IS/ND) for Lower Shaffer Drainage Improvement Project.
(Applicant: City of Atwater)
The Applicant withdrew their item.

REPORTS AND PRESENTATIONS FROM STAFF:

Deputy City Manager/ Community Development Director Thompson spoke about the Type 86license.

Guest Speaker David Souza provided a presentation on the Type 86license.

COMMENTS FROM THE PUBLIC:

Chairperson Daugherty opened the Public Comment.

Notice to the public was read.

Chairperson Daugherty closed the public comment
COMMISSIONER MATTERS:

Planning Commission Member Sanchez-Garcia expressed her excitement for new events occurring within the city.

Vice Chairperson Borgwardt expressed his gratitude for the Public Works Department with the Almador Terrace repair and clean up. He mentioned A/biani Park has not been maintenanced and inquired about the signaling sequence at Shaffer Road and Atwater Boulevard.

Chairperson Daugherty inquired about the water schedule at Veterans Park since they are watering during hours that the City has specified to residents to not be using water.

ADJOURNMENT:

By: Kayla Rashad
Recording Secretary
erty a j` J - d the meeting at 6:47 PM.

CITY OF ATWATER
Minutes

CITY COUNCIL

ACTION MINUTES
September 25, 2023
OPEN SESSION: (Council Chambers)
The City Council of the City of Atwater met in Open Session this date at 5:30 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Nelson presiding.

ROLL CALL:

Present: City Council Members Ambriz, Button, Cale, Mayor Nelson

Absent: Mayor Pro Tem Raymond
Staff Present: City Manager Waterman, City Attorney Splendorio, Assistant City Clerk Martin
CLOSED SESSION: (Conference Room A)
Conference with Labor Negotiators - Government Code Section 54957.6, Agency Negotiators: City Manager Waterman, Police Chief Salvador, Human Resources Director Sousa, and Finance Director Nicholas Bargaining Units: Atwater Police Officers Association
Mayor Nelson invited public comment on Closed Session items.

No one came forward to speak.

Mayor Nelson adjourned the meeting to Conference Room A for Closed Session at 5:31 PM. Closed Session was called to order at 5:34 PM.

Closed Session adjourned at 5:54 PM.

City Council Meeting Action Minutes for September 25, 2023 Page 2 REGULAR SESSION: (Council Chambers)
The City Council of the City of Atwater met in Regular Session this date at 6:01 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Nelson presiding.

INVOCATION:

The Invocation was led by Michael Giordano.

PLEDGE OF ALLEGIANCE TO THE FLAG:

The Pledge of Allegiance was led by Mayor Nelson
ROLL CALL: (City Council)

Present: City Council Members Ambriz, Button, Cale, Mayor Nelson

Absent: Mayor Pro Tem Raymond,
Staff Present: City Manager Waterman, City Attorney Splendorio, Police Chief Salvador, Finance Director Nicholas, Deputy City
Manager/Community Development Director Thompson,
Battalion Chief Ayuso, Public Works Director Vinson, City Clerk Billings, Assistant City Clerk Martin
MAYOR OR CITY ATTORNEY REPORT OUT FROM CLOSED SESSION:

City Attorney Splendorio reported that the City Council received information, provided direction, and there was no reportable action.

SUBSEQUENT NEED ITEMS: None
Mayor Pro Tem Raymond arrived at the dais at 6:12 PM.

APPROVAL OF AGENDA AS POSTED OR AS AMENDED:

Mayor Nelson requested the ceremonial item for the Ebony Socialites be moved to the end of the agenda to allow for more members to be present.

MOTION: City Council Member Ambriz moved to approve the agenda as amended.

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

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

CEREMONIAL MATTERS:

Recognition - Mike Mendes, 4th of July Committee

City Council Meeting Action Minutes for September 25, 2023 Page 3 Mayor Nelson recognized Mike Mendez for his contributions to the community throughout his years of service on the 4th of July Committee.

PRESENTATIONS:

Monthly report by Merced County District 3 Supervisor McDaniel Merced County District 3 Supervisor McDaniel was represented by Merced County Assistant County Executive Officer Hendrickson reported the following:
• Atwater Merced Expressway – Review Process, Tentative dates, and Winter 2028 possible end of construction.

CONSENT CALENDAR:

Mayor Nelson opened public comment regarding items on the Consent Calendar.

No one else came forward to speak.

Mayor Nelson closed the public comment.

MOTION: City Council Member Cale moved to approve the Consent Calendar as posted. The motion was seconded by Mayor Pro Tem Raymond and the vote was:

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

TREASURER’S REPORT:

1. August 31, 2023
ACTION: Acceptance of report as listed.

WARRANTS:

2. September 25, 2023
ACTION: Approval of warrants as listed.

MINUTES: (General Plan Technical Advisor Committee)

3. June 7, 2023 – Regular meeting
ACTION: Acceptance of minutes as listed.

City Council Meeting Action Minutes for September 25, 2023 Page 4 MINUTES: (Planning Commission)

4. August 16, 2023 - Regular meeting
ACTION: Acceptance of minutes as listed.

MINUTES: (City Council)

5. a.) August 28, 2023 – Regular meeting
b.) September 11, 2023 – Special meeting
c.) September 11, 2023 - Special meeting
ACTION: Approval of minutes as listed.

AGREEMENTS:

6. Approving a Purchase Agreement (Purchase Order) with Calgon Carbon for Granulated Activated Carbon Exchange at Central Site (Public Works Director Vinson)
ACTION: Approves a Purchase Agreement (Purchase Order) to Aqueous Vets of Redding, California for Granulated Activated Carbon (GAC) Exchange at Central Site, in an amount not to exceed $77,983; and authorizes and directs the City Manager or her designee to execute the Agreement (Purchase Order) on behalf of the City.

REPORTS AND PRESENTATIONS FROM STAFF:

Authorizing and approving a Cooperative Purchase Agreement with Hi- tech Emergency Vehicle Service Inc. for purchase of a Type VI Fire Engine (CAL FIRE Battalion Chief Ayuso)
CAL FIRE Battalion Chief Ayuso provided background information on this item.

Mayor Nelson asked if anyone would like to come forward and speak on this item.

No one came forward to speak.

CEREMONIAL MATTERS:

Recognition - Ebony Socialites
Mayor Nelson recognized the Ebony Socialites of Atwater for their 52 years of service in the City of Atwater regarding lifelong education, striving for excellence, health awareness, youth outreach, and providing high quality social events for the community.

City Council Meeting Action Minutes for September 25, 2023 Page 5 CITY MANAGER REPORTS/UPDATES:

City Manager Updates
City Manager Waterman reported the following:
• City Manager Waterman spoke regarding Bellevue Realignment and Reconstruction Project.
• City Manager Waterman spoke regarding attending the annual League of California Cities Conference in Sacramento with Mayor Nelson and City Council Member Cale.
• Customers that have past due amounts need to reach out to the Finance Department to set up payment arrangements.
• City Manager Waterman asked that Police Chief Salvador introduce new Police Recruits and Battalion Chief Aysuo introduce new fire staffing.

COMMENTS FROM THE PUBLIC:

Notice to the public was read.

Mayor Nelson clarified that under the Brown Act, members of the public are entitled to directly address the City Council and are not entitled to address their comments to other members of the public or to staff.

Mayor Nelson opened public comment.

Donald Wisdom, III, spoke regarding previous incidents as a police officer and employment.

Christan Santos, Field Representative for Congressman John Duarte, provided an update regarding Congressman Duarte’s office.

Kelly Wisdom spoke regarding her husband’s employment.

Adam Reed spoke regarding Old Town Atwater Ice Rink opening dates and Winton Cemetery Cleaning days.

Mary Pickford spoke regarding the Remembering Loved Ones in Atwater ceremony.

Greg Olzack spoke regarding the Atwater Historical Society 50th Anniversary events and open house first Sunday of the month.

Mayor Nelson closed the public comment.

City Council Meeting Action Minutes for September 25, 2023 Page 6 CITY COUNCIL REPORTS/UPDATES:

City Council comments
City Council Member Cale gave his best wishes to Mike Mendes, congratulated Old Town Atwater for another year of the Ice-Skating Rink opening, congratulated the Ebony Socialites for their success in the City of Atwater and congratulations to the new the new Police recruits and all Fire Staffing.

City Council Member Button stated he was humbled by those in our community that were recognized this evening and thanked them for their service to our community.

Mayor Pro Tem Raymond had no comments.

City Council Member Ambriz had no comments.

Mayor Nelson spoke regarding the League of California Cities Conference attended by City Manager Waterman and City Council Member Cale. He also spoke regarding Teasdale and expansion.

ADJOURNMENT:

Mayor Nelson adjourned the meeting at 7:08 PM.
________________________________

JANELL MARTIN

ASSISTANT CITY CLERK

CITY OF ATWATER
Minutes

CITY COUNCIL

ACTION MINUTES
October 9, 2023
OPEN SESSION: (Council Chambers)
The City Council of the City of Atwater and the Governing Board met in Open Session this date at 5:30 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Nelson presiding.

ROLL CALL:

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

Absent: None
Staff Present: City Manager Waterman, City Attorney Splendorio, Assistant City Clerk Martin
CLOSED SESSION: (Conference Room A)
Mayor Nelson invited public comment on Closed Session items.

No one came forward to speak.

Mayor Nelson Adjourned the meeting Conference Room A for Closed Session at 5:31 PM. Closed Session was called to order at 5:33 PM.

Conference with Legal Counsel - Anticipated Litigation - Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2): Number of cases (1) Closed Session adjourned at 5:58 PM.

City Council Action Minutes for October 9, 2023 Page 2
REGULAR SESSION: (Council Chambers)
The City Council of the City of Atwater met in Regular Session this date at 6:02 PM in the City Council Chambers located at the Atwater Civic Center, 750 Bellevue Road, Atwater, California; Mayor Nelson presiding.

INVOCATION:

The Invocation was led by Steve Mead.

PLEDGE OF ALLEGIANCE TO THE FLAG:

The pledge of allegiance to the flag was led by City Council Member Ambriz.

ROLL CALL: (City Council)

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

Absent: None
Staff Present: City Manager Waterman, City Attorney Splendorio, Police Chief Salvador, Finance Director Nicholas, Public Works Director Vinson, City Clerk Billings, Assistant City Clerk Martin MAYOR OR CITY ATTORNEY REPORT OUT FROM CLOSED SESSION:

City Attorney Splendorio reported that the City Council received information and provided direction, and there was no reportable action.

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

MOTION: Mayor Pro Tem Raymond moved to approve the agenda as posted. The motion was seconded by City Council Member Ambriz and the vote was: Ayes:

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

CONSENT CALENDAR:

Mayor Nelson opened the public comment.

No one came forward to speak.

Mayor Nelson closed the public comment.

MOTION: Mayor Pro Tem Raymond moved to approve the Consent Calendar as posted. The motion was seconded by City Council Member Button and the vote

City Council Action Minutes for October 9, 2023 Page 3
was: Ayes: Cale, Ambriz, Raymond, Button, Nelson; Noes: None; Absent: None.

The motion passed.

WARRANTS:

1. October 9, 2023
ACTION: Approval of warrants as listed.

RESOLUTIONS:

2. Authorizing Submittal of Grant Application to California Department of Resources Recycling and Recovery for SB 1383 Local Assistance Grant Program (Public Works Director Vinson)
ACTION: Adoption of Resolution No. 3435-23 authorizing submittal of a grant application to the California Department of Resources Recycling and Recovery (CalRecycle) for SB 1383 Local Assistance Grant Program; and authorizes and directs the City Manager, or her designee, to execute all documents on behalf of the City.

AGREEMENTS:

3. Accepting the Qualified Bid, Authorizing and Approving a Purchase Agreement (Purchase Order) with Razzari Ford of Merced for the purchase of four (4) new 2023 Ford Lightning Battery Electric Pickup Trucks (Police Chief Salvador) ACTION: Accepts qualified bids, authorizes and approves a Purchase Agreement (Purchase Order) with Razzari Ford of Merced, California, for four (4) new 2023 Ford Lightning Battery Electric Pickup Trucks in an amount not to exceed $325,226; and authorizes and directs the City Manager, or her designee, to execute the purchase on behalf of the City.

4. Approving First Amendment to Use Agreement with Atwater Little League regarding use of City fields for organized Baseball, Softball and T-ball activities (City Manager Waterman)
ACTION: Approves the First Amendment of a Use Agreement, in a form approved by the City Attorney, with Atwater Little League for the use of Fireman’s Memorial Ballpark, Veteran’s Ballfield, Raymond Field, Darren Hershcler Field, Frank Reponte Field, Miyake Field, and T-ball Field at Osborn Park for organized Baseball, Softball and T-ball activities; and authorizes and directs the City Manager, or her designee, to execute the Use Agreement on behalf of the City.

City Council Action Minutes for October 9, 2023 Page 4
PUBLIC IMPROVEMENTS:

5. Accepting the Palm Avenue Improvement Project as Complete (Public Works Director Vinson)
ACTION: Accepts work done under the contract for Palm Avenue Improvements, City Project 22-06; authorize and direct the City Manager to sign a Notice of Completion and have it recorded on behalf of the City; and authorize a final payment in the amount of $5,580.

REPORTS AND PRESENTATIONS FROM STAFF:

Adopting the Initial Study/Negative Declaration for the Lower Shaffer Storm Drain Project; Approving Budget Amendment Amending the 2023-24 Fiscal Year budget regarding the Lower Shaffer Drainage Improvement Project and Awarding a Professional Services Agreement to GHD for Civil Engineering Services (Public Works Director Vinson) Public Works Director Vinson provided background information on this item.

City Council Member asked regarding the timeline of the project.

City Council Member Cale asked regarding the timeline of the project.

Mayor Nelson opened the public comment.

Amanda Sandavol spoke regarding the funding of the project.

Mayor Nelson closed the public comment.

MOTION: City Council Member Cale moved to adopt Resolution No. 3431-23 adopting the Initial Study/Negative Declaration for the City of Atwater Lower Shaffer Storm Drain Project and making the required environmental findings pursuant to the California Environmental Quality Act (CEQA); and Adopt Resolution No. 3434-23 Approving Budget Amendment No. 7 Amending the 2023- 24 Fiscal Year budget regarding the Lower Shaffer Drainage Improvement Project; and award a Professional Services Agreement, in a form approved by the City Attorney, to GHD of Roseville, California for Civil Engineer Services for the Lower Shaffer Drainage Improvements Project 22-07 in an amount not to exceed $649,989.00. The motion was seconded by Mayor Pro Tem Button and the vote was:

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

Awarding a General Construction Contract for the First Street Overlay Project (Public Works Director Vinson)
Public Works Director Vinson provided background on this item.

City Council Action Minutes for October 9, 2023 Page 5
City Council Member asked Button regarding the timeline of the project.

City Council Member Cale asked regarding the timeline of the project.

Mayor Nelson opened the public comment.

Amanda Sandavol spoke regarding stop signs in a parking lot.

Mayor Nelson closed the public comment.

MOTION: Mayor Pro Tem Raymond moved to award a General Construction Agreement, in a form approved by the City Attorney, to United Pavement Maintenance, Inc. of Hughson, California, for the First Street Overlay Project, City Project 23-06, in an amount not to exceed $564,267.00 and authorize construction contract change orders up to an aggregate amount of $56,426.70 (10%); and authorizes and directs the City Manager or her designee to execute all contract documents on behalf of the City. The motion was seconded by City Council Member Ambriz and the vote was: Ayes: Cale, Ambriz, Button, Nelson; Noes:

Raymond; Absent: None. The motion passed.

Resolution Approving the Final Project Study Report for the Bellevue Road Rehabilitation/Realignment Project (Deputy City Manager/Community Development Director Thompson)
Deputy City Manager/Community Development Director Thompson provided background information on this item.

Mayor Pro Tem Raymond thanked staff for their work and dedication towards this project.

City Council Member Cale thanked staff for their efforts towards this project.

Mayor Nelson opened the public comment.

No one came forward to speak.

Mayor Nelson closed the public comment.

MOTION: Mayor Pro Tem Raymond moved to adopt Resolution No. 3436-23 approving the final Project Study Report, prepared by Mark Thomas & Company of Fresno, California, for the realignment and extension of Bellevue Road from Parade Street to Olive Avenue; and additionally authorize the Community Development Department to proceed with the Project Approval and Environmental Document.

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

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

City Council Action Minutes for October 9, 2023 Page 6
CITY MANAGER REPORTS/UPDATES:

City Manager Waterman had nothing to report.

COMMENTS FROM THE PUBLIC:

Notice to the public was read.

Mayor Nelson clarified that under the Brown Act, members of the public are entitled to directly address the City Council and are not entitled to address their comments to other members of the public or to staff.

Mayor Nelson opened the public comment.

Lesa Rasmussen spoke regarding the Atwater Little League Agreement, thanked City Council Members and City staff.

Vicki Diaz, Atwater-Winton Lions Club, spoke regarding White Cane Day awareness.

Amanda Sandavol spoke regarding working with staff and bringing awareness.

No one else came forward to speak.

Mayor Nelson closed the public comment.

CITY COUNCIL REPORTS/UPDATES:

City Council comments
City Council Member Cale had no comments.

City Council Member Button had no comments.

City Council Member Ambriz thanked Atwater Little League for working with the City Council and the Community.

Mayor Pro Tem Raymond spoke regarding the Middle East and asked that we pray for Israel.

Mayor Nelson stated the City Council and City staff care about Mental Health.

City Council Action Minutes for October 9, 2023 Page 7
ADJOURNMENT:

Mayor Nelson adjourned the meeting at 6:31 PM.
________________________________

JANELL MARTIN

ASSISTANT CITY CLERK

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

October 23, 2023
TO: Mayor and City Council
FROM: Anna Nicholas, Finance Director

PREPARED
BY:

Anna Nicholas, Finance Director
SUBJECT: Approving Amendment No. 3 to the Professional Services Agreement with RSG, Inc. for the preparation of Development Impact Fee annual reports pursuant to the requirements of Assembly Bill 1600 (AB 1600) and the Mitigation Fee Act (Finance Director Nicholas)

RECOMMENDED COUNCIL ACTION
Approves Amendment No. 3 to the Professional Services Agreement in a form approved by the City Attorney, with RSG, Inc of Vista, California for the preparation of the Development Impact Fee reporting requirements, in a total contract amount not to exceed $50,710, after the approved contract amendment of $13,500; and authorizes and directs the City Manager, or her designee, to execute the Agreement on behalf of the City.

I. BACKGROUND/ANALYSIS:

BACKGROUND:

AB 1600 (Mitigation Fee Act, 1998) codified as Section 66000 et seq. of the California Government Code, regulates how public agencies collect, maintain, and spend impact fees imposed on developers for the purpose of defraying costs of public facilities. It includes requirements for annual accounting and reporting of the fees.

Section 66006(b)(1) includes the following specific reporting requirements.

For each separate account or fund established pursuant to subdivision (a), the local agency shall, within 180 days after the last day of each fiscal year, make available to the public the following information for the fiscal year:
(A) A brief description of the type of fee in the account or fund; (B) The amount of the fee;
(C) The beginning and ending balance of the account or fund; (D) The amount of fees collected and interest earned;
(E) An identification of each public improvement on which fees were expended and the

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

Agenda Report - Page 2

amount of the expenditure on each, including the percentage of the cost of the public improvement that was funded with fees;
(F) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the account or fund will receive on the loan; and (G) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocations pursuant to subdivision (f) of Section 66001.

Further, Section 66006(b)(2) requires that the local agency governing board review the information made available to the public pursuant to Section 66006(b)(1).

ANALYSIS:

RSG was hired by the City of Atwater (“City”) to provide consulting services to review and make recommendations in order to prepare the development impact fee (“DIF”) annual reports as well as five-year reporting requirements related to the requirements of Assembly Bill 1600 (“AB 1600”). The legal requirements of both the implementation and reporting requirements of DIF programs are found in Government Code Section 66006 and are collectively known as the Mitigation Fee Act.

RSG is in the process of completing the annual reporting requirements of the Mitigation Fee Act for the City’s Public Facility Development Impact Fee Program for Fiscal Year 2017-18 through 2020-21, totaling four (4) years. RSG is also completing one five-year report, for the period 2021-22. In addition, the City desires to contract with RSG to complete the fiscal year 2022-23 annual report, as that report will be due 180 days after the end of the fiscal year, which ended June 30, 2023. In order to complete the reporting requirements, an extension of time and additional cost allocation is necessary.

The proposed amendment amount adds an additional $13,500 to the contract. Of this amount, $3,175 is for the completion of the FY 2022-23 annual report.The amount of $7,450 is to complete the already agreed upon items for fiscal years 2017-18 to 2020- 21, and the Five-Year Report. Due to the volume of work needed to complete these outstanding reports, and collection of data from the City, there was additional time and work required from the consultants. The other amounts included in this quote are for completion of a staff report and action items list that will assist the City in maintaining compliance on a go-forward basis.

II. FISCAL IMPACTS:

The amount of Amendment No. 3 is based upon an estimate of the number of hours needed for each task. The proposed amount for the scope of work is $13,500 and will be paid from 0001-4000-3030: General Fund, Community Development, Professional Services. This will bring the total contract amount to $50,710, of which $37,202.50 has

Agenda Report - Page 3

already been expensed and invoiced at present time.

III. LEGAL REVIEW:

The City Attorney has reviewed and approved the contract amendment.

IV. EXISTING POLICY:

This item is consistent with goal number one (1) of the City of Atwater 2020-2025 Strategic Plan: to ensure the city's continued financial stability.

V. ALTERNATIVES:

VI. INTERDEPARTMENTAL COORDINATION:

This item has been routed and reviewed by applicable 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 environment, pursuant to Public 21065Resources physical change in the Code section.

IX. STEPS FOLLOWING APPROVAL:

Upon approval of the City Council, Amendment No. 3 to the Professional Services Agreement will be routed to applicable City staff for signatures and execution of the agreement.

Submitted by: /s/ Anna Nicholas, Finance Director
Approved by:

Lori Waterman, City Manager
Attachments:

1. Amendment No. 3 to Contract-RSG AB1600

2. City of Atwater AB 1600 Reporting (10.6.23)

3. Atwater RSG contract history

3 AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ATWATER AND RSG, INC
This Amendment No. 3 to the Professional Services Agreement (“Amendment No. 1”) by and between the City of Atwater (“City”) and RSG, INC. (“Professional”) is entered into on October 23, 2023. City and Professional are hereinafter collectively referred to as the “Parties.”

RECITALS
WHEREAS, the Parties entered into a Professional Services Agreement dated June 30, 2021 (“Original Agreement”) for the purpose of completing the accounting requirements of the Mitigation Fee Act for the City’s Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21, totaling four (4) years, and RSG will also complete one five-year report (the “Project”); and
WHEREAS, the Parties amended the Original Agreement in February 8, 2022 (“Amendment No. 1”) to extend the term and increase the compensation from $12,550 to $22,370.

WHEREAS, the Parties subsequently amended the Original Agreement a second time in April 25, 2023 (“Amendment No. 2”) to extend the term and increase the compensation from $22,370 to $37,210.

WHEREAS, the Parties desire to further amend the Original Agreement for the purpose of extending the end date of the Original Agreement under Section 1.1, “Term of Services”; and
WHEREAS, Professional’s contract required more hours than anticipated due to additional meeting with the City, multiple reviews of documents, and unforeseen complexities that were not in the original scope of work; and WHEREAS, the Parties desire to further amend the Original Agreement, as previously amended, for the purpose of modifying the compensation amount on the contract under Section 2., “Compensation”, as set forth below; and NOW, THEREFORE, as of the Effective Date of this Amendment No. 3, the Original Agreement , as amended, is hereby amended as follows:

1. The Parties hereby agree to amend Section 1.1 “Term of Services,” by modifying the end date from November 30, 2023 to December 31, 2023, as follows

1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on December 31, 2023. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8.The time provided to Professional to complete the services required by this Agreement

4 shall not affect the City's right to terminate the Agreement, as provided for in Section 8

2. The Parties hereby agree to amend Section 2 of the Original Agreement, “Compensation,” by modifying the compensation amount from a sum not to exceed $37,210.00 to a sum not to exceed $50,710.00, as follows:

Section 2. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed $50,710.00, 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 fee schedule regarding the amount of compensation, attached as Exhibit B, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Professional shall not bill City for duplicate services performed by more than one person.

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

3. Exhibit A-3 and Exhibit B-3 attached hereto, are hereby also incorporated into this Amendment No. 3, as attached hereto, and supplement “ Exhibit A” and “Exhibit B” and Exhibit A-1 and Exhibit B-1 to the Original Agreement.

4. Unless otherwise changed by this Amendment No. 3, the Original Agreement, and all exhibits, shall remain in full force and effect.

5. This Amendment No. 3 may be executed in counterparts, each of which to be deemed an original, but all of which shall constitute the same Amendment No. 3. [SIGNATURES ON THE FOLLOWING PAGE]

5 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 on the day and year first above written.

CITY OF ATWATER CONSULTANT
____________________________ ________________________________ Lori Waterman Tara Matthews
City Manager Principal
RSG, Inc.

Attest:
____________________________
Kory J. Billings
City Clerk
Approved as to form:
____________________________
Frank Splendorio
City Attorney

6 EXHIBIT A-3

SCOPE OF WORK
RSG was hired by the City of Atwater (“City”) to provide consulting services to prepare the development impact fee (“DIF”) annual reports as well as five-year reporting requirements related to the requirements of Assembly Bill 1600 (“AB 1600”). The legal requirements of both the implementation and reporting requirements of DIF programs are found in Government Code Section 66006 and are collectively known as the Mitigation Fee Act.

RSG would assist with bringing the City into compliance of the requirements outlined in the Mitigation Fee Act by completing the annual reports for each year since FY 2017- 18, as well as the five-year report and FY 2022-23 annual report. It is anticipated that all of the proposed reports will be completed by November 30, 2023, and presented to City Council by December 11, 2023
Task 1. Complete Reporting Documents. RSG will finish preparing the annual accounting requirements of the Mitigation Fee Act for the City’s Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21 (four years) and one five-year report for FY 2017-18 to 2021-22 based on data already obtained from City staff. Additionally, RSG will request from the City pertinent financial reports and other necessary data related to each of the City’s DIF fees for FY 2022-23 to complete that annual report.

The five annual reports will include the following information, in accordance with AB 1600 and the Mitigation Fee Act:
• Description of the type of fee in each account or fund; • Amount of the fee;
• Beginning and ending balance of the account or fund;
• Amount of the fees collected and the interest earned; • Identification of each public improvement on which fees were expended and the amount of each expenditure;
• Identification of the approximate date by which the construction of the public improvement will commence;
• Description of any inter-fund transfer or loan and the public improvement on which the transferred funds will be expended;
• Amount of refunds made and any allocations of unexpended fees that are not refunded.

The five-year report for FY 2017-18 to 2021-22 will include the following information, in accordance with AB 1600 and the Mitigation Fee Act:
• Description of the type of fee in each account or fund; • Amount of the fee;
• Beginning and ending balance of the account or fund;

7 • Amount of the fees collected and the interest earned; • Identification of each public improvement on which fees were expended and the amount of each expenditure;
• Identification of the approximate date by which the construction of the public improvement will commence;
• Description of any inter-fund transfer or loan and the public improvement on which the transferred funds will be expended;
• Amount of refunds made and any allocations of unexpended fees that are not refunded.

Task 2. Staff Report. RSG will prepare the staff report and notice of availability for the City Council meeting agenda.

Task 3. Action Items for Compliance. RSG will prepare a list of outstanding action items that the City must take to fully comply with AB 1600 and the Mitigation Fee Act.

8 EXHIBIT B-3

FEE SCHEDULE
RSG proposes to provide the services described in the Scope of Services on a time-and- materials basis not-to-exceed $13,500. Our fee is based upon an estimate of the number of hours needed for each task. The table below provides a generalized cost breakdown for the Fee Proposal.

Task
Principal/
Director
Senior Analyst Total
$275 $150
Task 1a: Complete FY 2017-18 to 2020-21 8 35 $ 7,450
Annual Report & Five-Year Report
Task 1b: Prepare FY 2022-23 Annual Report 5 12 $ 3,175
Task 2: Staff Report 2 5 $ 1,300
Task 3: Action Items for Compliance 3 5 $ 1,575
TOTAL 18 57 $ 13,500
If the tasks under the Scope of Services section are substantially changed in the future, RSG will notify the City and request a fee adjustment. Any revisions to the Scope of Services will be billed on a time-and-materials basis at the following hourly rates:

HOURLY BILLING RATES:

Principal / Director $ 275
Senior Associate 200
Associate 180
Senior Analyst 150
Analyst 135
Research Assistant 125
Technician 80
Clerical 60
Reimbursable Expenses Cost plus 10%

RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate.

October 9, 2023 Via Electronic Mail
Lori Waterman, City Manager

CITY OF ATWATER
750 Bellevue Road
Atwater, CA 95301
PROPOSAL – PREPARATION OF ANNUAL DEVELOPMENT IMPACT FEE REPORTS Dear Ms. Waterman:

RSG is pleased to present this proposed scope of work and budget to provide the City of Atwater (“City”) consulting services to prepare the development impact fee (“DIF”) annual reports pursuant to the requirements of Assembly Bill 1600 (“AB 1600”) and the Mitigation Fee Act (Government Code Section 66000).

Background
In accordance with the Mitigation Fee Act, the City adopted a Public Facility Development Impact Fee Study in March 2003 that demonstrated the nexus between new development and the need for public facilities. The City identified and updated several fees charged to new development including the following:
• Water facilities;
• Wastewater facilities;
• Transportation facilities;
• Parks and recreation improvements;
• Public safety facilities;
• Fire protection facilities; and
• General government capital facilities.

Additionally, pursuant to the Mitigation Fee Act, the City annually prepares a capital improvement plan (“CIP”) in conjunction with the City’s annual operating budget that identifies a schedule of improvements necessary to accommodate projected growth from new development. The CIP classifies the intended use of each of these fees and outlines the budgets for revenue from these fees.

The Mitigation Fee Act requires that fees collected for each capital facility be deposited in separate accounts and not commingled with any other funds. The City must create an annual report within 180 days after the last day of the fiscal year. The Mitigation Fee Act also requires that for the fifth fiscal year following the first deposit into each public improvement fund, and every five years thereafter, the City must make several findings for funds remaining in each development impact fee account.

2 Since the adoption of the Public Facility Development Impact Fee Study, the City has not submitted an annual report with the information required by the Mitigation Fee Act. However, RSG has been assisting with bringing the City into compliance with the requirements outlined in the Mitigation Fee Act by preparing the annual reports for each year since Fiscal Year (“FY”) 2017-18, as well as the five-year report. At this time, the proposed scope of work includes finalizing the annual reports for FY 2017-18 through 2020-21, finalizing the five-year report for FY 2017-18 to 2021-22, and preparing the annual report for FY 2022-23 (the only report that has not yet been started).

We look forward to continuing our work on this engagement with the City. If you have any questions, please contact Tara Matthews at (714) 316-2111 or [email protected].

Sincerely,
RSG, INC.

Tara Matthews
Principal

3 SCOPE OF WORK
RSG would assist with bringing the City into compliance of the requirements outlined in the Mitigation Fee Act by completing the annual reports for each year since FY 2017-18, as well as the five-year report. It is anticipated that all of the proposed reports will be completed by November 30, 2023, and presented to City Council by December 11, 2023.

Task 1. Complete Reporting Documents. RSG will finish preparing the annual accounting requirements of the Mitigation Fee Act for the City’s Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21 (four years) and one five-year report for FY 2017-18 to 2021-22 based on data already obtained from City staff. Additionally, RSG will request from the City pertinent financial reports and other necessary data related to each of the City’s DIF fees for FY 2022-23 to complete that annual report.

The five annual reports will include the following information, in accordance with AB 1600 and the Mitigation Fee Act:
• Description of the type of fee in each account or fund; • Amount of the fee;
• Beginning and ending balance of the account or fund;
• Amount of the fees collected and the interest earned; • Identification of each public improvement on which fees were expended and the amount of each expenditure;
• Identification of the approximate date by which the construction of the public improvement will commence;
• Description of any inter-fund transfer or loan and the public improvement on which the transferred funds will be expended;
• Amount of refunds made and any allocations of unexpended fees that are not refunded.

The five-year report for FY 2017-18 to 2021-22 will include the following information, in accordance with AB 1600 and the Mitigation Fee Act:
• Description of the type of fee in each account or fund; • Amount of the fee;
• Beginning and ending balance of the account or fund;
• Amount of the fees collected and the interest earned; • Identification of each public improvement on which fees were expended and the amount of each expenditure;
• Identification of the approximate date by which the construction of the public improvement will commence;
• Description of any inter-fund transfer or loan and the public improvement on which the transferred funds will be expended;
• Amount of refunds made and any allocations of unexpended fees that are not refunded.

Task 2. Staff Report. RSG will prepare the staff report and notice of availability for the City Council meeting agenda.

4 Task 3. Action Items for Compliance. RSG will prepare a list of outstanding action items that the City must take to fully comply with AB 1600 and the Mitigation Fee Act.

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

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

Matthews will be assisted by Dominique Clark, Director and Project Manager, and Samantha Wu Rose, Senior Analyst. Additionally, other RSG staff may be assigned as needed. Staff resumes can be found on our company website under the following link:
www.webrsg.com/team.

FEE PROPOSAL & COMPENSATION RATES
RSG proposes to provide the services described in the Scope of Services on a time-andmaterials basis not-to-exceed $13,500. Our fee is based upon an estimate of the number of hours needed for each task. The table below provides a generalized cost breakdown for the Fee Proposal. Please note that this budget includes time for coordination with staff to ensure consistency and accuracy of amounts reported; we anticipate that our budget for future years will be less.

If the tasks under the Scope of Services section are substantially changed in the future, RSG will notify the City and request a fee adjustment. Any revisions to the Scope of Services will be billed on a time-and-materials basis at the following hourly rates:

HOURLY BILLING RATES:

Principal / Director $ 275
Senior Associate 200
Associate 180
Senior Analyst 150
Analyst 135
Research Assistant 125
Technician 80
Clerical 60
Reimbursable Expenses Cost plus 10%
Principal/
Director Senior Analyst
$275 $150
Task 1a: Complete FY 2017-18 to 2020-21
Annual Report & Five-Year Report
8 35 $ 7,450
Task 1b: Prepare FY 2022-23 Annual Report 5 12 $ 3,175
Task 2: Staff Report 2 5 $ 1,300
Task 3: Action Items for Compliance 3 5 $ 1,575
TOTAL 18 57 $ 13,500
Task Total

5 RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies.

However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance.

Invoices identify tasks completed to date, hours expended and the hourly rate.

MEETING
DATE:

TO:

FROM:

PREPARED
BY:

CRY COUNCIL

AGENDA REPORT
Apr1124,2023
Mayor and City Councll
Greg Thompson, Community Development Director
Christina Thunnan, Executive Aaaiatant

CRYCOUNCIL
SUBJECT: Approving Second .Amendment to Profuslonal Sarvlcu AQrwament wHh RSG, Inc. for the pl'8paratlon of Development Impact FN Reporting requlMm nts In ralatlon to AB 180D and tha Mitigation Fee Act (Community Development Dlreetor Thompson)

RECOMMENDED COUNCIL ACTION
Approves the Second .Amendment to the Professional Services Agreement in a form approved by the City At!Dmey, with RSG, Inc for the prepara11on of Development Impact Fee Reporting requirements in relation to AB 1600 and the Mitigation Fee Act in a new amount not to exceed $37,210.00; and authorizes and directs the City Manager to sign all documents on behalf of the City.

I. BACKGROUND/ANALYSIS:

BACKGROUND:

AB 1600 (MIUgaUon Fee Ad, 1998) codified as Section 66000 et seq. of the Cellfomla Government Code, regulat88 how public agenci88 collecl, maintain, and expend impact fees Imposed on developers for the purpose of defraying coats of publlc facllllles. It includes n,quirementa for annual accounting and reporting of the fees.

Section 88008(b)(1) includes the following specific reporting requirements.

For each separate account or fund established pursuant to subdivision (a), the local agency shall, within 180 daya after the last day of each fiscal year, make available to the publlc the followlng lnfonna11on for the fiscal year:
(A) A brief description of the type of fee in the account or fund; (B) The amount of the fee;
(C) The beginning and ending balance of the account or fund; (D) The amount of fee8 collected and lntereat eamed;
(E) An identification of each public improvement on which fees were expended and the amount of the expenditure on each, including the percenlage of the coet of the public Improvement that was funded with fees;

Agenda Report - Page2
(F) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the account or fund will receive on the loan; and (G) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocations pursuant to subdivision (f) of Section 66001.

Further, Section 66006(b )(2) requires that the local agency governing board review the information made available to the public pursuant to Section 66006(b)(1 ).

ANALYSIS:

RSG was hired by the City of Atwater ("City") to provide consulting services to review and make recommendations in order to prepare the development impact fee ("DIF") annual reports as well as five-year reporting requirements related to the requirements of Assembly Bill 1600 ("AB 1600"). The legal requirements of both the implementation and reporting requirements of DIF programs are found in Government Code Section 66006 and are collectively known as the Mitigation Fee Act.

RSG has completed the annual accounting requirements of the Mitigation Fee Act for the City's Public Facility Development Impact Fee Program for Fiscal Year 2017-18 through 2020-21, totaling four (4) years. RSG also completed one five-year report, for the period 2012-17. In order to complete the reporting requirements, RSG will work with staff to obtain additional information. Additionally, the City would like RSG to prepare an annual report and a five-year report.

II. FISCAL IMPACTS:

The cost associated with this Second Amendment to the contract will be in an amount not to exceed $37,210.00. Sufficient funding is available in the General Fund, Community Development Department, Professional Service Expense account number 0001-4000-3030.

This item has been reviewed by the Finance Department.

Ill. LEGAL REVIEW:

The City Attorney has reviewed and approved the contract amendment.

IV. EXISTING POLICY:

V. ALTERNATIVES:

VI. INTERDEPARTMENTAL COORDINATION:

This has been routed and reviewed by all departments.

Aa ndll Repoll • Page3
VII. PUBLIC PARTICIPATION:

The publlc wlll have an opportunity to provide comments on this Item prior to City Council action.

VIII. ENVIRONMENTAL REVIEW:

Thia item is not a "project" under the C8Iifcmia Environmental Quality Ad. (CEQA) as this activity does not cause eHher a direct physical change in the environment, or a reasonably foreseeable Indirect physlcal change In the environment, pursuant to Publlc Reaoul'CBII Code section 21065.

IX. STEPS FOLLOWING APPROVAL:

Upon approval of City Council staff will route for Signaturea.

Submitted by:
~~
Greg Thompson, Community Development Director
Approved by:
~ , 1uG\:ttvm0-,,
Lori Watennan, City Manager
Attachments:

1. RSG, Inc. 6-30-21 Prof888ional Servicea Agreement City Compliance in Mitigation Fee Act

2. Flrat Amendment to Contract

3. Second Amendment to Contract-RSG AB1600

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF ATWATER AND RSG, INC (PROFESSIONAL)
THIS AGREEMENT for professional services is made by and between the City of Atwater, a California municipal corporation ("Qi!Y") and RSG; INC, ("Professional") as of June 30. 2021 (the "Effective Date"). City and Professional shall be referred to herein separately as a ".Efil!y" and collectively as "Parties".

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached hereto and incorporated herein as Exhibit A. In the event of a conflict in or inconsistency between the terms of this Agreement and the Exhibit 8, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on November 1, 2021, the date of completion specified in Exhibit A.

Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Secti1on 8.

The time provided to Professional to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

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

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

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

Section 2. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed $12,550.00, 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 fee schedule regarding the amount of compensation, attached as Exhibit B, Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified betow shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall! submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writingi, Professional shall not bill City for duplicate services performed by more than one person.

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

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs, if any, incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
• At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brie·f description of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder;
• The Professional's signature; and
• Professional shall give separate notice to the City when the total number of hours worked by Professional and any one individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete work described in Exhibit A, if applicable.

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

Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

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

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

2.5 2.6

2.7 2.8

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

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

Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed the amounts described in Exhibit B. Expenses not listed in Exhibit Bare not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shalt not be exceeded.

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

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

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

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

City may furnish, at its sole discretion, physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

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

4.1 Workers' Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1 ,000,000) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

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

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

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

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability Professional Services Agreement between
City of Atwater and RSG, tNC.

June 30, 2021

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

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

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured's general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

4.3 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior VvTitten 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.

Professional Liability Insurance.

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

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

4.4 All Policies Requirements.

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

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance evidencing required policies delivered to Professional by the insurer, including complete copies of all endorsements attached to those certificates. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Professional beginning work, it shall not waive the Professional's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

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

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

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

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

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

4.5 Remedies. In addition to any other remedies the City may have if Professional fails to provide or maintain any insurance policies, or policy endorsements, to the extent and within the time herein required, the City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies the City may have and are not the exclusive remedy for Professional's breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

Section 5.

5.1 5.2

5.3 • 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.

INDEMNIFICATION AND PROFESSIONAL'S RESPONSIBILITIES.

General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, offi,cers, 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 wil~ul 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.

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

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

Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

Section 6.

6.1 6.2
Section 7.

7.1 7.2

7.3 STATUS OF PROFESSIONAL.

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

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

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

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.

LEGAL REQUIREMENTS.

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

Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Professional's failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

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.

Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

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

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

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

Section 8.

8.1 TERMINATION AND MODIFICATION.

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

Professional may cancel this Agreement upon 30 days' prior written notice to City and shall include in such notice the reasons for cancellation.

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

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Section 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands 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 Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

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

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

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

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

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

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

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

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

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

Section 9. Confidentiality. Professional understands and agrees tha~ in the performance of services under this Agreement or in the contemplation thereof, Professional may have access to confidential information or other materials exempt from public disclosure, and that such information may contain sensitive or confidential data, the disclosure of which to third parties may be damaging to City ("Confidential Information") or any third party. Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization.

Section 10. KEEPING AND STATUS OF RECORDS.

10.1 Records Created as Part of Professional's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including b1Ut not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

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

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

Section 11. MISCELLANEOUS PROVISIONS.

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

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

Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

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

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

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

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

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

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

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

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

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

Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

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

RSG, INC
Tara Matthews
17872 Gillette Avenue, Suite 350
Irvine, CA 92614
Email Address (for Insurance Update Requests)
[email protected]
Any written notice to City shall be sent to:

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

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

Seal and Signature of Registered Professional with
report/design responsibility.

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

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

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

11.15 Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

necessary or required by the state or federal law in order to enter into the Agreement have been fully complied with.

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

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

11.18 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W9 to the City before execution of this Agreement. The City's Finance Director shall have authority to waive this requirement.
[signatures on the following page)
Professional Services Agreement between
City of Atwater and RSG, INC.

June 30, 2021

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

CITY
~51 i tAJ~~ ~,,
Lori Waterman, City Manager
Attest
LuyArmstrong,City Cieri<
Professional Services Agreement between
City of Atwater and RSG, INC.

PROFESSIONAL
Tara Matthews, Principal
June 30, 2021

Page

100 of 259

EXHIBIT A

SCOPE OF WORK
RSG would assist bringing the City into compliance of the requirements outlined in the Mitigation Fee Act by completing the annual reports for each year since 2017, as well as five-year reporting requirements. After RSG receives all of the necessary data from the City, it is anticipated that this task will take approximately 12-16 weeks to complete.

Task 1. Analyze City Data and Financial Reports. RSG will request from the City pertinent financial reports and othernecessary data related to each of the City's DIF fees from 2017 through 2021. RSG will review and analyze this data in order to complete the reports detailed in Task 2.

Task 2. Complete Reporting Documents. Using the data above, RSG will complete the annual accounting requirements of the Mitigation Fee Act for the City's Public Facility Development Impact Fee Program for fiscal years2017-18 through 2020-21, for a total of four ( 4) years. RSG will also complete one five-year report, for the period 2012 - 17.

RSG will combine reports from all of the years into one comprehensive report will include the following information, in accordance with AB 1600 and the Mitigation Fee Act:
• Description of the type of fee in each account or fund; • Amount of the fee;
• Beginning and ending balance of the account or fund;
• Amount of the fees collected and the interest earned; • Identification of each public improvement on which fees were expended and the amount of each expenditure;
• Identification of the approximate date by which the construction of the public improvement willcommence;
• Description of any inter-fund transfer or loan and the public improvement on which the transferred fundswill be expended;
• Amount of refunds made and any allocations of unexpended fees that are not refunded.

The five-year report will include the following information, in accordance with AB 1600 and the Mitigation Fee Act:

Exhibit A to Professional Services Agreement between
City of Atwater and RSG,INC
June 30, 2021

Page Page 89 of 325101 of 259
• Description of the type of fee in each account or fund; • Amount of the fee;
• Beginning and ending balance of the account or fund;
• Amount of the fees collected and the interest earned; • Identification of each public improvement on which fees were expended and the amount of each expenditure;
• Identification of the approximate date by which the construction of the public improvement willcommence;
• Description of any inter-fund transfer or loan and the public improvement on which the transferred fundswill be expended;
• Amount of refunds made and any allocations of unexpended fees that are not refunded.

Task 3. Staff Report. RSG will prepare the staff report and notice of availability for the City Council meeting agenda.

Exhibit A to Professional Services Agreement between
City of Atwater and RSG,INC
June 30, 2021

Page Page 90 of 325102 of 259
EXHIBIT 8

FEE SCHEDULE
RSG proposes to provide the services described in the Scope of Services on a ti me-and-materials basis not-to-exceed
$12,550. Our fee is based upon an estimate of the number of hours needed for each task. The table below provides a generalized cost breakdown for the Fee Proposal.

Principal/
Analyst
Research
Task Director Assistant
$275 $135 $125
Task 1: Analyze City Data and Financial Reports from 5 20 10 2012 • 2021
Task 2: Complete Reporting Documents 5 25 10
Task 3: Staff Report 2 5 0
TOTAL 12 so 20
If the tasks under the Scope of Services section are substantially changed in the future, RSG will notify Habitat and request a fee adjustment RSG will be on hand to provide "on call" services as needed and will bill for these additional services at an hourly rate based on our current compensation rates.

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

Principal/ Director
Senior Associate
Associate
Senior Analyst
Analyst
Research Assista nt
Technician
Clerical
$ 275
200
180
150
135
125
80 60
Reimbursable Expenses Cost plus 10%
RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for Exhibit B to Professional Services Agreement between
City of Atwater and RSG, INC
Total
$ 5,325.00
$ 6,000.00
$ 1,225.00
$ 12,S50.00
June 30, 2021

Page Page 91 of 325103 of 259
copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

RSG issues monthly i.nvoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate.

Exhibit B to Professional Services Agreement between
City of Atwater and RSG, INC
June 30, 2021

Page Page 92 of 325104 of 259
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ATWATER AND RSG, INC.

This Amendment No. 1 to the Professional Services Agreement ("Amendment No. 1") by and between the City of Atwater ("City") and RSG, INC ("Professional") is entered into on February 8, 2022. City and Professional are hereinafter collectively referred to as the "Parties". •

RECITALS
WHEREAS, the Parties entered into a Professional Services Agreement dated June 30, 2021 ("Original Agreement") for the purpose of completing the annual accounting requirements of the Mitigation Fee Act for the City's Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21, for a total of four (4) years. RSG will also complete one five-year report, for the period 2012 - 17 with a term ending November 30, 2021 (the "Project"); and WHEREAS, the Parties desire to amend the Original Agreement for the purpose of extending the end date of the Original Agreement under Section 1.1, "Term of Services," as set forth below; and
WHEREAS, Professional's June 2021 contract required more hours than anticipated due to additional meetings with the City, multiple reviews of documents, and unforeseen complexities that were not in the original scope of work;. and WHEREAS, the Parties desire to amend the Original Agreement for the purpose of modifying the compensation amount on the contract under Section 2., "Compensation", as set forth below; and
NOW, THEREFORE, as of the Effective Date of this Amendment No. 1, the Original Agreement is hereby amended as follows:

1. The Parties hereby agree to amend Section 1.1 of the Original Agreement, "Term of Services," by modifying the end date from November 30, 2021 to November 30, 2022, as follows:

1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on November 30, 2022. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8

2. The Parties hereby agree to amend Section 2 of the Original Agreement, "Compensation," by modifying the compensation amount from a sum not to exceed $12,550.00 to a sum not to exceed $22,370.00, as follows:

Amendment No. 1 to Professional Services Agreement between City of Atwater and RSG, Inc.

February 8, 2022

Page Page 93 of 325105 of 259
Compensation. City hereby agrees to pay Prolessional a sum not to exceed $22,370.00, 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 Professiona/'s fee schedule regarding the amount of compensation, attached as Exhibit B, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein.

The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. .Except as specifically authorized by City in writing, Professional shall not bill City for duplicate services performed by more than one person.

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

3. Exhibit A -1 and Exhibit B -1 attached hereto, are hereby also incorporated into this Amendment No. 1, as attached hereto, and supplement "Exhibit A" and "Exhibit B" to the Original Agreement.

4. Unless otherwise changed by this Amendment No. 1, the Original Agreement shall remain in full force and effect.

5. This Amendment No. 1 may be executed in counterparts, each of which to be deemed an original, but all of which shall constitute the same Amendment No. 1. [SIGNATURES ON THE FOLLOWING PAGE]
Amendment No. 1 to Professional Services Agreement between City of Atwater and RSG, Inc.

February 8, 2022

Page Page 94 of 325106 of 259
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the day and year first above written.

CITY OF ATWATER
Lori Waterman
City Manager
Attest:
to form:
r k Splendorio
City Attorney
Amendment No. 1 to Professional Services Agreement between City of Atwater and RSG, Inc.

PROFESSIONAL
y~~fx\~
Tara Mathews
Principal
February 8, 2022

Page Page 95 of 325107 of 259
EXHIBIT A-1

SCOPE OF WORK

PROPOSAL AMENDMENT - PREPARATION OF ANNUAL DEVELOPMENT IMPACT FEE REPORTING REQUIREMENTS IN RELATION TO AB 1600 AND THE MITIGATION FEE ACT RSG was hired by the City of Atwater ("City") to provide consulting services to prepare the development impact fee ("DIF") annual reports related to the requirements of Assembly Bill 1600 ("AB 1600"). The legal requirements of both the implementation and reporting requirements of DIF programs are found in Government Code Section 66006 and are collectively known as the Mitigation Fee Act. RSG wil l complete the annual accounting requirements of the Mitigation Fee Act for the City's Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21, for a total of four (4) years. RSG will also complete one five-year report, for the period 2012 -17.

RSG's June 2021 contract required more hours than anticipated due to additional meetings w ith the City, multiple reviews of documents, and unforeseen complexities that were not in our original scope of work.

Scope of Work

1. Complete Reporting Documents. As of the writing of this letter, RSG has completed approximately 75% of the reporting documents. Per our discussion on November 18, 2021, the City of Atwater will provide RSG additional documentation regarding the status of capital improvement projects and updated financial reports. Upon the receipt of these documents, RSG will complete the reports.

2. Coordination and Meetings with Staff and Legal Counsel. Per the discussion on November 18, 2021, RSG, the City, and the City's legal counsel will convene to discuss the findings of the reports and any possible resolution the City may need to take to satisfy the requirements of the Mitigation Fee Act.

3. Staff Report. RSG will prepare the staff report and notice of availability for the City Council meeting agenda.

Amendment No. 1 to Professional SeNices Agreement between City of Atwater and RSG, Inc.

February 8, 2022

Page Page 96 of 325108 of 259
Fee Proposal & Compensation Rates
EXHIBIT B • 1

FEE SCHEDULE
RSG proposes to provide the services described in the Scope of Services on a time-and materials basis not-to-exceed $9,820. Our fee is based upon an estimate of the number of hours needed for each task. The table below provides a generalized cost breakdown for the Fee Proposal.

Principal/ Analyst Task Director Total
$275 $135
Task 1: Complete Reporting Documents 6 15 $ 3,675.00
TasJt 2: Coordination with Staff and Legal Counsel 12 12 $ 4,920.00 Task 3: Staff Report 2 5 $ 1,225.00
TOTAL 20 ~2 $ 9,820.00
If the tasks under the Scope of Services section are substantially changed in the future, RSG w ill notify Habitat and request a fee adjustment. RSG will be on hand to provide "on call" services as needed and wil l bill for these additional seNices at an hourly rate based on our current compensation rates.

Any revisions to the Scope of Services wil l be billed on a time-and-materials basis at the fol lowing hourly rates:

HOURLY BILLING RA TES:

Principal / Director
Senior Associate
Associate
Senior Analyst
Analyst
Research Assistant
Technician
Clerical
Reimbursable Expenses
$ 275
200
180
150
135
125
80 60
Cost p lus 10%
RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expenseplus a 10% surcharge.

Amendment No. 1 to Professional Services Agreement between City of Atwater and RSG, Inc.

February 8, 2022

Page Page 97 of 325109 of 259
RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance.

Invoices identify tasks completed to date, hours expended and the hourly rate.

Amendment No. 1 to Professional SeNices Agreement between City of Atwater and RSG, Inc.

February 8, 2022

Page Page 98 of 325 110 of 259
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ATWATER AND RSG, INC
This Amendment No. 2 to the Professional Services Agreement ("Amendment No. 1 ") by and between the City of Atwater ("City") and RSG, INC. ("Professional") is entered into on April 25, 2023. City and Professional are hereinafter collectively referred to as the "Parties".

RECITALS
WHEREAS, the Parties entered into a Professional Services Agreement dated June 30, 2021 ("Original Agreement") for the purpose of completing the accounting requirements of the Mitigation Fee Act for the City's Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21, totaling four (4) years, and RSG will also complete one five-year report (the "Project"); and WHEREAS, the Parties amended the Original Agreement in February 8, 2022 ("Amendment No. 1") to extend the term and increase the compensation from $12,550 to $22,370.

WHEREAS, the Parties desire to further amend the Original Agreement for the purpose of extending the end date of the Original Agreement under Section 1.1, "Term of Services"; and
WHEREAS, Professional's contract required more hours than anticipated due to additional meeting with the City, multiple reviews of documents, and unforeseen complexities that were not in the original scope of work; and WHEREAS, the Parties desire to further amend the Original Agreement, as previously amended, for the purpose of modifying the compensation amount on the contract under Section 2., "Compensation", as set forth below; and NOW, THEREFORE, as of the Effective Date of this Amendment No. 2, the Original Agreement , as amended, is hereby amended as follows:

1. The Parties hereby agree to amend Section 1.1 "Term of Services." by modifying the end date from November 30, 2022 to November 30, 2023, as follows

1.1Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on November 30, 2023. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section

8. The time provided to Professional to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8
Amendment No. 2 to Professional Services Agreement between City of Atwater and RSG, Inc.

April 25, 2023

Page Page 99 of 325111 of 259

2. The Parties hereby agree to amend Section 2 of the Original Agreement, "Compensation," by modifying the compensation amount from a sum not to exceed $22,370.00 to a sum not to exceed $37,210.00, as follows:

Section 2. COMPENSA T/ON. City hereby agrees to pay Professional a sum not to exceed $37,210.00, 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 fee schedule regarding the amount of compensation, attached as Exhibit B. the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Professional shall not bill City for duplicate services performed by more than one person.

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

3. Exhibit A-2 and Exhibit 8-2 attached hereto. are hereby also incorporated into this Amendment No. 2. as attached hereto, and supplement " Exhibit A" and "Exhibit 8" and Exhibit A-1 and Exhibit 8-1 to the Original Agreement.

4. Unless otherwise changed by this Amendment No. 2. the Original Agreement. and all exhibits. shall remain in full force and effect.

5. This Amendment No. 2 may be executed in counterparts. each of which to be deemed an original. but all of which shall constitute the same Amendment No. 2. [SIGNATURES ON THE FOLLOWING PAGE]
Amendment No. 2 to Professional Services Agreement between City of Atwater and RSG, Inc.

April 25, 2023

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the day and year first above written.

CITY OF ATWATER
Lori Waterman
City Manager
Attest:

Kory Billings
City Clerk
Approved as to form:

Frank Splendorio
City Attorney
Amendment No. 2 to Professional Services Agreement between City of Atwater and RSG, Inc.

CONSULTANT
Tara Matthews
Principal
RSG, Inc.

April 25, 2023

EXHIBIT A-2

SCOPE OF WORK
RSG was hired by the City of Atwater ("City") to provide consulting services to prepare the development impact fee ("DIF") annual reports as well as five-year reporting requirements related to the requirements of Assembly Bill 1600 ("AB 1600"). The legal requirements of both the implementation and reporting requirements of DIF programs are found in Government Code Section 66006 and are collectively known as the Mitigation Fee Act.

RSG has completed the annual accounting requirements of the Mitigation Fee Act for the City's Public Facility Development Impact Fee Program for fiscal years 2017-18 through 2020-21, totaling four (4) years. RSG also completed one five-year report, for the period 2012-17. We understand that the City may have some additional data to bring some of the non-compliant items into compliance. Additionally, the City would like RSG to prepare an annual report for fiscal year 2021-22 and a five-year report covering fiscal years 2017-18 through 2021-22.

Scope of Work

1. Complete Reporting Documents. Per our conversation on February 6, 2023, the City of Atwater will provide RSG additional information regarding the status of capital improvement projects and updated financial reports for the annual reports prepared for fiscal years 2017-18 through 2020-21. Upon receipt of this information, RSG will update the annual reports accordingly as well as prepare the annual report for the 2021-2022. Once RSG will complete one five-year report, for FY 2017-18 through 2021-22.

2. Coordination and Meeting with Staff and Legal Counsel. RSG, the City, and the City's legal counsel will convene to discuss the findings of the reports and any possible resolution the City may need to take to satisfy the requirements of the Mitigation Fee Act.

3. Staff Report. RSG will prepare the staff report and notice of availability for the City Council meeting agenda.

Amendment No. 2 to Professional Services Agreement between City of Atwater and RSG, Inc.

April 25, 2023

EXHIBIT B-2

FEE SCHEDULE
Fee Proposal & Compensation Rates
RSG proposes to provide the services described in the Scope of Services on a time-and materials basis not-to-exceed $14,840. Our fee is based upon an estimate of the number of hours needed for each task. The table below provides a generalized cost breakdown for the Fee Proposal.

Principal/ Analyst
Task Director Total
$275 $135
Task 1: Analyze City Data and Financial Reports (2021-22) 5 14 $ 3,265 Task 2: Annua l Report Updates 4 8 $ 2,180
Task 3: 2021-22 Annual Report 4 14 $ 2,990
Task 4: 2017-18 through 2021-22 Five-Year Report 10 18 $ 5,180 Task 5: Staff Report 2 5 $ 1,225
TOTAL 25 59 $ 14,840
If the tasks under the Scope of Services section are substantially changed in the future, RSG will notify the City and request a fee adjustment. RSG will be on hand to provide "on call" services as needed and will bill for these additional services at an hourly rate based on our current compensation rates.

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

Principal / Director $ 275
Senior Associate $ 200
Associate $ 185
Senior Analyst $ 150
Analyst $ 135
Research Assistant $ 125
Technician$ 80
Clerical $ 60
Reimbursable Expenses Cost plus 10%
RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and
support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge.

Amendment No. 2 to Professional Services Agreement between City of Atwater and RSG, Inc.

April25,2023
Page5of6

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance.

Invoices identify tasks completed to date, hours expended, and the hourly rate.

Amendment No. 2 to Professional Services Agreement between City of Atwater and RSG, Inc.

April 25, 2023

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

October 23, 2023
TO: Mayor and City Council
FROM: Justin Vinson, Public Works Director

PREPARED
BY:

Justin Vinson, Public Works Director
SUBJECT: Awarding a Cooperative Purchase, Purchase Agreement (Purchase Order) to National Auto Fleet Group for the purchase of seven (7) new 2024 Ford Super Duty F-250 Crew Cab Pickup trucks (Public Works Director Vinson)

RECOMMENDED COUNCIL ACTION
Awards a Cooperative Purchase, Purchase Agreement (Purchase Order), to National Auto Fleet Group, of Watsonville, California, for the purchase of seven (7) new Ford F250 Crew Cab Pickup Trucks, in the combined amount not to exceed $370,48.66; and authorizes and directs the City Manager to execute the Agreement (Purchase Order) on behalf of the City.

I. BACKGROUND/ANALYSIS:

When the 2023-24 Fiscal Year Budget was approved on June 12, 2023, seven (7) vehicles were approved in the budget for purchase throughout the Public Works Department. Streets and Park budgeted one (1) vehicle respectively in their departments, the Sewer Department budgeted two (2) vehicles, and the Water Department budgeted three (3) vehicles.

Staff reached out to National Auto Fleet Group, who sells vehicles/trucks through a Sourcewell government contract. Getting vehicles through Sourcewell is a great benefit to the City, as these have been already competitively sourced and procured to other government agencies with comparable bidding requirements. These contracts give governmental entities discounts over buying vehicles on lots and are competitively bid for the opportunity for agencies to acquire vehicles at the lowest cost possible. Each vehicle will only cost $52,918.388, which is an additional 3.557% savings due to purchasing in quantity. Each department will pay for their vehicle(s) out of their own funding source. As of right now, none of these vehicles will take any of the current fleet totally out of service, but will allow for some of the older fleet vehicles to be used less frequently to cut down on the amount of repair cost. These 2024 Ford F-250's are anticipated to be delivered in the latter portion of Quarter No. 2 in 2024.

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

Agenda Report - Page 2

In accordance with the City of Atwater Purchasing Manual, Section 9, Procurement Methods, "Cooperative Purchases," the City may join in purchases and contracts established by other jurisdictions, provided the cooperative agreement is established following a competitive bid process consistent with the City's competitive process.

Sourcewell, formerly known as the National Joint Powers Alliance ("NJPA"), a public agency serving as a national municipal contracting agency, released a Request for Proposals ("RFP") for the procurement of Vehicles, Cars, Vans, SUV's, and Light Trucks with Related Equipment, Accesories, and Services (EXHIBIT "B)". National Auto Fleet Group is an authorized vendor.

National Auto Fleet Group has provided a quotation for seven (7) new Ford F-250 Crew Cab Pickup Trucks.

II. FISCAL IMPACTS:

Sufficient funding is available in the 2023-24 Fiscal Year Budget: General Fund, Parks Department, Machinery and Equipment Account No. 0001.6061.6021, Gas Tax Fund, Streets and Highways, Machinery and Equipment Account No. 1011.3033.6021, Water Fund, Water Department, Machinery and Equipment Account No. 6000.7010.6021, and Sewer Fund, Sewer System, Machinery and Equipement Account No. 6010.5051.6021.

This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

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

IV. EXISTING POLICY:

This item is consistent with goal numbers one (1) and two (2) of the CIty's Strategic Plan: to ensure the City's continued financial stability and to improve public safety, respectively.

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

Agenda Report - Page 3

IX. STEPS FOLLOWING APPROVAL:

Staff will prepare a Purchase Agreement (Purchase Order) for the purchase of the seven (7) service trucks and coordinate delivery with National Auto Fleet Group.

Submitted by:

Justin Vinson, Public Works Director
Approved by:

Lori Waterman, City Manager
Attachments:

1. Sourcewell Quote-26033R2

2. National Auto Fleet Contract 091521

One Unit (MSRP) One Unit Total % Savings Extended Unit's (7) Total Savings Contract Price $50,680.00 $48,877.26 3.557 % $342,140.82 $12,619.18 Factory Order $0.00 $0.00
Tax (8.2500 %) $4,032.37 $28,226.59
Tire fee $8.75 $61.25
Total $52,918.38 $370,428.66
Jesse Cooper Quoting Department
Account Manager Account Manager
Email: [email protected] [email protected] Office: (855) 289-6572 (855) 289-6572
Fax: (831) 480-8497
10/9/2023
10/9/2023 Re-Configured                                        Quote ID: 26033 R2 Order Cut Off Date: TBA
Mr Justin Vinson
City of Atwater
470 Aviator Drive
Atwater, California, 95301
Dear Justin Vinson,
National Auto Fleet Group is pleased to quote the following vehicle(s) for your consideration.

Seven (7) New/Unused (2024 Ford Super Duty F-250 SRW (W2A) XL 2WD Crew Cab 8' Box 176" WB, Factory Order ) and delivered to your specified location, each for
- per the attached specifications.

This vehicle(s) is available under the Sourcewell Contract 091521-NAF . Please reference this Contract number on all purchase orders to National Auto Fleet Group. Payment terms are Net 20 days after receipt of vehicle.

Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call.

Sincerely,

Purchase Order Instructions & Resources
In order to finalize your purchase please submit this purchase packet to your governing body for a purchase order approval and submit your purchase order in the following way:

Email: [email protected]
Fax:    (831) 480-8497
Mail:  National Auto Fleet Group
490 Auto Center Drive
Watsonville, CA 95076
We will send a courtesy confirmation for your order and a W-9 if needed.

Additional Resources
Learn how to track your vehicle:                                    www.NAFGETA.com Use the upfitter of your choice:                                 www.NAFGpartner.com Vehicle Status:                                        [email protected] General Inquiries:                                  [email protected] For general questions or assistance please contact our main office at:
1-855-289-6572

Vehicle Configuration Options
ENGINE
Code Description
99A Engine: 6.8L 2V DEVCT NA PFI V8 Gas, (STD)

TRANSMISSION
Code Description
44F Transmission: TorqShift-G 10-Speed Automatic, (STD) TIRES
Code Description
TD8 Tires: LT245/75Rx17E BSW A/S, (STD)
PRIMARY PAINT
Code Description
Z1 Oxford White
SEAT TYPE
Code Description
AS Medium Dark Slate, HD Vinyl 40/20/40 Split Bench Seat, -inc: center armrest, cupholder, storage and driver's side manual lumbar
AXLE RATIO
Code Description
X37 3.73 Axle Ratio, (STD)
ADDITIONAL EQUIPMENT
Code Description
67D 190 Amp Alternator
66D
Pickup Box Delete, -inc: Deletes tie down hooks, tailgate, rear bumper, rearview camera, spare wheel, tire, carrier and jack and 7/4 pin connector, Incomplete vehicle package - requires further manufacture and certification by a final stage manufacturer, In addition, Ford urges manufacturers to follow the recommendations of the Ford Incomplete Vehicle Manual and the Ford Truck Body Builders Layout Book (and applicable supplements), Rear View Camera & Prep Kit 76C Exterior Backup Alarm (Pre-Installed)
43C 120V/400W Outlet, -inc: 1 in-dash mounted outlet
OPTION PACKAGE
Code Description
600A Order Code 600A

2024 Ford Super Duty F-250 SRW XL 2WD Crew Cab 8' Box 176" WB

CODE MSRP
W2A $48,960.00
99A $0.00
44F $0.00
TD8 $0.00
Z1 $0.00
AS $0.00
X37 $0.00
67D $0.00
66D ($625.00)
76C $175.00
43C $175.00
600A $0.00
$48,685.00
$0.00
$1,995.00
$50,680.00
Est City: N/A MPG
Est Highway: N/A MPG
Est Highway Cruising Range: N/A mi
2024 Fleet/Non-Retail Ford Super Duty F-250 SRW XL 2WD Crew Cab 8' Box 176" WB
WINDOW STICKER
MODEL
2024 Ford Super Duty F-250 SRW XL 2WD Crew Cab 8' Box 176" WB

OPTIONS
Engine: 6.8L 2V DEVCT NA PFI V8 Gas, (STD)
Transmission: TorqShift-G 10-Speed Automatic, (STD)
Tires: LT245/75Rx17E BSW A/S, (STD)
Oxford White
Medium Dark Slate, HD Vinyl 40/20/40 Split Bench Seat, -inc: center armrest, cupholder, storage and driver's side manual lumbar

3.73 Axle Ratio, (STD)
190 Amp Alternator
Pickup Box Delete, -inc: Deletes tie down hooks, tailgate, rear bumper, rearview camera, spare wheel, tire, carrier and jack and 7/4 pin connector, Incomplete vehicle package - requires further manufacture and certification by a final stage manufacturer, In addition, Ford urges manufacturers to follow the recommendations of the Ford Incomplete Vehicle Manual and the Ford Truck Body Builders Layout Book (and applicable supplements), Rear View Camera & Prep Kit Exterior Backup Alarm (Pre-Installed)
120V/400W Outlet, -inc: 1 in-dash mounted outlet
Order Code 600A
Please note selected options override standard equipment

SUBTOTAL
Advert/ Adjustments
Manufacturer Destination Charge
TOTAL PRICE
Any performance-related calculations are offered solely as guidelines. Actual unit performance will depend on your operating conditions.

Notes

Standard Equipment

MECHANICAL
Engine: 6.8L 2V DEVCT NA PFI V8 Gas -inc: Flex fuel (STD) Transmission: TorqShift-G 10-Speed Automatic -inc: SelectShift and selectable drive modes: normal, eco, slippery roads, tow/haul and trail (STD)

3.73 Axle Ratio (STD)

EXTERIOR
Tires: LT245/75Rx17E BSW A/S -inc: Spare may not be the same as road tire (STD) GVWR
GVWR: 10,000 lb Payload Package
WHEELS
Wheels: 17" Argent Painted Steel -inc: painted hub covers/center ornaments ADDITIONAL EQUIPMENT
50-State Emissions System
Transmission w/Oil Cooler
Rear-Wheel Drive
78-Amp/Hr 750CCA Maintenance-Free Battery w/Run Down Protection 160 Amp Alternator
Class V Towing Equipment -inc: Hitch, Brake Controller and Trailer Sway Control Trailer Wiring Harness
3698# Maximum Payload
HD Shock Absorbers
Front Anti-Roll Bar
Firm Suspension
Hydraulic Power-Assist Steering
Single Stainless Steel Exhaust
48 Gal. Fuel Tank
Front Suspension w/Coil Springs
Solid Axle Rear Suspension w/Leaf Springs
4-Wheel Disc Brakes w/4-Wheel ABS, Front And Rear Vented Discs, Brake Assist and Hill Hold Control Regular Box Style
Steel Spare Wheel
Full-Size Spare Tire Stored Underbody w/Crankdown
Clearcoat Paint
Black Front Bumper w/Black Rub Strip/Fascia Accent and 2 Tow Hooks Black Rear Step Bumper
Black Side Windows Trim and Black Front Windshield Trim Black Door Handles
Black Power Heated Side Mirrors w/Convex Spotter, Manual Folding and Turn Signal Indicator Manual Extendable Trailer Style Mirrors
Fixed Rear Window
Light Tinted Glass
Variable Intermittent Wipers

Aluminum Panels
Black Grille
Tailgate Rear Cargo Access
Tailgate/Rear Door Lock Included w/Power Door Locks
Boxside Steps
Autolamp Auto On/Off Aero-Composite Halogen Daytime Running Lights Preference Setting Headlamps w/Delay-Off Cargo Lamp w/High Mount Stop Light
Perimeter/Approach Lights
Radio w/Seek-Scan, Clock and Speed Compensated Volume Control Radio: AM/FM Stereo w/MP3 Player -inc: 4 speakers
Fixed Antenna
SYNC 4 -inc: 8" LCD capacitive touchscreen w/swipe capability, wireless phone connection, cloud connected, AppLink w/app catalog, 911 Assist, Apple CarPlay and Android Auto compatibility and digital owner's manual 2 LCD Monitors In The Front
4-Way Driver Seat -inc: Manual Recline and Fore/Aft Movement 4-Way Passenger Seat -inc: Manual Recline and Fore/Aft Movement 60-40 Folding Split-Bench Front Facing Fold-Up Cushion Rear Seat Manual Tilt/Telescoping Steering Column
Gauges -inc: Speedometer, Odometer, Oil Pressure, Engine Coolant Temp, Tachometer, Transmission Fluid Temp, Engine Hour Meter, Trip Odometer and Trip Computer
Power Rear Windows
FordPass Connect 5G Mobile Hotspot Internet Access
Rear Cupholder
Remote Keyless Entry w/Integrated Key Transmitter, Illuminated Entry and Panic Button Cruise Control w/Steering Wheel Controls
Manual Air Conditioning
HVAC -inc: Underseat Ducts
Illuminated Locking Glove Box
Interior Trim -inc: Chrome Interior Accents
Full Cloth Headliner
Urethane Gear Shifter Material
HD Vinyl 40/20/40 Split Bench Seat -inc: center armrest, cupholder, storage and driver's side manual lumbar Day-Night Rearview Mirror
Passenger Visor Vanity Mirror
Full Overhead Console w/Storage and 2 12V DC Power Outlets Fade-To-Off Interior Lighting
Front And Rear Map Lights
Full Vinyl/Rubber Floor Covering
Pickup Cargo Box Lights
Smart Device Remote Engine Start
Instrument Panel Covered Bin and Dashboard Storage
Power 1st Row Windows w/Driver And Passenger 1-Touch Up/Down Delayed Accessory Power
Power Door Locks
Driver Information Center
Trip Computer
Outside Temp Gauge
Digital/Analog Appearance
Seats w/Vinyl Back Material
Manual Adjustable Front Head Restraints and Manual Adjustable Rear Head Restraints Securilock Anti-Theft Ignition (pats) Immobilizer

2 12V DC Power Outlets
Air Filtration
AdvanceTrac w/Roll Stability Control Electronic Stability Control (ESC) And Roll Stability Control (RSC) ABS And Driveline Traction Control
Side Impact Beams
Dual Stage Driver And Passenger Seat-Mounted Side Airbags Tire Specific Low Tire Pressure Warning
Safety Canopy System Curtain 1st And 2nd Row Airbags
Outboard Front Lap And Shoulder Safety Belts -inc: Rear Center 3 Point and Height Adjusters Dual Stage Driver And Passenger Front Airbags
Rear Child Safety Locks
Back-Up Camera

091521-NAF
Rev. 3/2021 1
Solicitation Number: RFP #091521

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and 72 Hour LLC dba: National Auto Fleet Group, 490 Auto Center Drive, Watsonville, CA 95076 (Supplier).

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

Sourcewell issued a public solicitation for Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories from which Supplier was awarded a contract.

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

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

B. EXPIRATION DATE AND EXTENSION. This Contract expires November 8, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

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

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

091521-NAF
Rev. 3/2021 2
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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

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

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

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

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

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

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

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

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

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

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

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

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

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

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

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

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

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

At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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

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

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

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

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

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

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

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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

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

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

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

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

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

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

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

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

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• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.

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

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

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

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

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

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

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

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

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

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

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

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

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

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

11. INDEMNITY AND HOLD HARMLESS

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

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

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

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

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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

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

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

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

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

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

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

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

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

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

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

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

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

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

1. Nonperformance of contractual requirements, or

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

18. INSURANCE

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

1. Workers’ Compensation and Employer’s Liability.

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

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

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

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

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

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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

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

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

Minimum Limits:
$2,000,000

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

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

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

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

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

091521-NAF
Rev. 3/2021 16
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

091521-NAF
Rev. 3/2021 17
and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. -82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

091521-NAF
Rev. 3/2021 18

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell 72 Hour LLC dba: National Auto
Fleet Group
By: __________________________ By: __________________________ Jeremy Schwartz Jesse Cooper
Title: Chief Procurement Officer Title: Fleet Manager
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-* 





 















RFP 091521 - Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Vendor Details
Company Name: 72 HOUR LLC
Does your company conduct
business under any other name? If
yes, please state:

National Auto Fleet Group
Address:
490 Auto Center Drive
Watsonville, CA 95076
Contact: Jesse Cooper
Email: [email protected]
Phone: 951-440-0585
Fax: 831-840-8497
HST#: 263297677
Submission Details
Created On: Tuesday August 24, 2021 16:34:10
Submitted On: Tuesday September 14, 2021 14:10:21
Submitted By: Jesse Cooper
Email: [email protected]
Transaction #: d2e890de-e761-4f47-9b23-bef3d512bd76
Submitter's IP Address: 76.81.241.2
Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

Specifications
Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond “N/A” if the question does not apply to you (preferably with an explanation).

Line
Item Question Response *
1 Proposer Legal Name (one legal entity only):  (In the event of award, will execute the resulting contract
as "Supplier")
72 Hour LLC
*
2 Identify all subsidiary entities of the Proposer whose equipment, products, or services are included in the
Proposal.

WCAF, LLC
WCDJR, LLC
Alan Jay Automotive Inc
*
3 Identify all applicable assumed names or DBA names of the Proposer or Proposer's subsidiaries in Line 1 or
Line 2 above.

NAFG has numerous subsidiaries and DBA's including but not limited to:

National Auto Fleet Group,
Chevrolet of Watsonville,
Watsonville Ford
Watsonville CDJR
Watsonville Fleet Group
Alan Jay Chrysler Jeep Inc
Alan Jay Chevrolet, Cadillac
Alan Jay Buick, GMC
Alan Jay Auto Outlet
Clewiston Motor Company, Inc
Alan Jay Chrysler Dodge Ram Jeep
Alan Jay Lincoln
Alan Jay Ford
Alan Jay Nissan
Alan Jay Toyota
*
4 Proposer Physical Address: 490 Auto Center Drive
Watsonville, CA 95076 *
5 Proposer website address (or addresses): www.NationalAutoFleetGroup.com * 6 Proposer's Authorized Representative (name, title,
address, email address & phone) (The representative
must have authority to sign the “Proposer’s Assurance
of Compliance” on behalf of the Proposer and, in the
event of award, will be expected to execute the resulting contract):

Jesse Cooper
Fleet Manager
1-855-289-6572
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
*
7 Proposer's primary contact for this proposal (name, title, address, email address & phone):

Jesse Cooper
Fleet Manager
1-855-289-6572
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
*
8 Proposer's other contacts for this proposal, if any
(name, title, address, email address & phone):

Clarke Cooper
Fleet Manger
1-855-289-6572
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
Table 2: Company Information and Financial Strength
Line
Item Question Response *
Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

9 Provide a brief history of your company, including your company’s core values, business philosophy, and
industry longevity related to the requested equipment,
products or services.

National Auto Fleet Group started as a new division of 72 Hour LLC, in the summer of 2010 in the heart of Southern California. We began our network with a single automobile dealership and have now grown our network to encompass numerous dealerships located in and outside of California.

We stand by providing opportunities for advancement by hiring and promoting from within our organization. Many of the Fleet Managers who started with us in 2010 are still with us today.

Through the years, we have evolved and adapted to the new technology driven trends that are revolutionizing the automotive industry today. However, our brand’s fundamental core values have remained unchanged – We are committed to do right for the members. If we take care of them, they will in return take care of us.

National Auto Fleet Group’s operational blueprint and business philosophy has always been the “4 RIGHT’s” for every member: We deliver the RIGHT vehicle, at the RIGHT time, to the RIGHT place at the RIGHT price.

The integrity of our business stems on our deep family roots in the automotive industry. We are and always will be family owned and operated with our future generations already in their infant stages today. We are committed to pioneering our industry for decades to come. *
10 What are your company’s expectations in the event of an award?
If awarded, this would be our 5th Sourcewell Contract and we would execute as such. We will continue to serve your members and provide them with excellent customer service while continuing to advance customer satisfaction. Along with implementing new business growth strategies that will ultimately launch us into new heights once again.

Furthermore, we will launch our Partner Program detailed in the attached “marketing Plan Compressed” Zip file. This next generation application will give members the power to select upfitters they would like NAFG to partner with in providing satisfactory quotes and service. We see tremendous value in building out these mutually beneficial partnerships, so we can provide 100% satisfactory turnkey solutions to the members.
*
11 Demonstrate your financial strength and stability with meaningful data. This could include such items as
financial statements, SEC filings, credit and bond
ratings, letters of credit, and detailed reference letters.

Upload supporting documents (as applicable) in the
document upload section of your response.

To demonstrate NAFG’s financial strength and stability, we have uploaded Bank Commitment letters under the Financial Strength Section of the online application. We have a direct line of credit of $52,000,00.00 that we are currently utilizing with our current and past Sourcewell Contracts. However, this number is not capped as we have the freedom to extend the cap to accommodate the revolving needs of the members.

Referenced below is a short register of some of our market success from awarded government contracts that encompass over $140,000,000.00 worth of products and goods under our current Sourcewell Contract.

A. City of San Diego, CA $ 72,000,000 contract under our Sourcewell Contract 120716-NAF.

B.  City of San Diego, CA $ 55,400,000 contract under our Sourcewell Contract 081716-NAF.

C. Government Fleet Article Highlighting our transaction with the City of San Diego, CA procuring over 100 Police vehicles through NAFG Sourcewell Contract 120716-NAF.

D. City of Los Angeles World Airports, CA Contract for $ 24,003,500 under Sourcewell Contract 120716-NAF for the procurement of 400 vehicles.

E. City of Los Angeles Harbor, CA Contract Extension to $ 4,500,000 contract under Sourcewell Contract 120716-NAF.

F. City of Los Angeles Harbor, CA Contract for $1,500,000 under our Sourcewell Contract 120716-NAF.

G. City of Los Angeles Harbor, CA Renewal for another $ 1,500,000 under Sourcewell Contract Class 6, 7 and 8 Contract 081716-NAF.

H. City of Costa Mesa, CA Contract $1,023,220 under our Sourcewell Contract 120716-NAF.

I. Blanket Contracts with the State of Maryland, MD off our current Class 6, 7 and 8 Chassis Contract 081716-NAF.

J. Blanket Contracts with the State of Maryland, MD off our Current Sourcewell Contract 120716-NAF.

We have also attached our Commitment Letter’s for unparallel support from leading nationally recognized upfit suppliers such The Knapheide Manufacturing Company. Along with regional suppliers such as Brand FX and Phenix Truck Body located in Southern California serve as regional support locations, whom we often work alongside to fulfill all member needs with past, present, and future orders with NAFG.

Included are also Upfitter Recommendation letters to illustrate how National Auto Fleet Group has taken a proactive interest in building mutually beneficial relationship with our upfitters. Mutuality and reciprocity relationships between body companies and our dealer’s are two of the key components that help members receive what they need in a smooth and efficient fashion.

In addition, the adoption of our Class 6, 7, and 8 Contract from Anne Arundel County in the state of Maryland is as an example of how National Auto Fleet Group attracts and retains new clients by demonstrating to them there’s a better and more efficient way of finding turnkey solutions.

Lastly, we have attached supporting documents that help emphasize and exemplify our growth since our first awarded Sourcewell Contract in 2012. We sincerely hope it helps portray our commitment to building lifelong rapport and trust with our partner upfitters and members. *
12 What is your US market share for the solutions that
you are proposing?
. Of our respective brands and OEM’s we represent, the US market share is estimated to be 60 – 75%. *
13 What is your Canadian market share for the solutions that you are proposing?
It is difficult to estimate the market share for the brands and OEM’s we represent, however we estimate that it should be the same 60 -75 % of the US share. * 14 Has your business ever petitioned for bankruptcy
protection? If so, explain in detail.

No. *
Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

15 How is your organization best described: is it a
manufacturer, a distributor/dealer/reseller, or a service provider?  Answer whichever question (either a) or b)
just below) best applies to your organization.
a)    If your company is best described as a
distributor/dealer/reseller (or similar entity), provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your
dealer network independent or company owned?
b)    If your company is best described as a
manufacturer or service provider, describe your
relationship with your sales and service force and with your dealer network in delivering the products and
services proposed in this RFP. Are these individuals
your employees, or the employees of a third party?
National Auto Fleet Group is a dealer network best categorized as “A” - Distributer/Dealer/Reseller and Dealer Partner for (15) OEM Manufacturers including Ford Motor Company, Chevrolet, RAM, GMC, Buick, Chrysler, Dodge, Jeep, Toyota, Nissan, KIA, BMW, Honda, Cadillac and Volkswagen, All orders are placed with the franchised dealer and ultimately titled directly to the member. All appropriate certification certificates and authorized DMV/Factory licenses may be found in the “Related Certification” section uploaded to this RFP. It should be noted we do not sell used equipment to members.
*
16 If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization
(including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP.

Required licenses include a Dealer’s License, a Franchise issued by the Manufacture, a Department of Motor Vehicles License, as well as a Reseller’s permit license. All which NAFG and Dealer Partner’s hold. Please review our attachment documents in section “Related Certification” for licenses that we either solely own or are jointly owned by our partner dealers that pertain to this RFP. A list of all our licenses are below, some of which may not pertain to class 1-3 but to class 4-8.

CA Certificate of Good Standing 200824810190
State of Florida License Certificates:

VF/1000974/4
VF/1000950/1
VF/1046516/1
VF/1024619/2
VF/1024619/1
VF/1018615/1
VF/1021891/1
VF/1000974/3
VF/1105916/1
VF/1020705/1
VF/1000969/1
CA State Seller’s Permit 101-135239
CA State Seller’s Permit 245364864-00001
Department of Motor Vehicle, Vehicle Dealer/ License Number 97772 Department of Motor Vehicle, Vehicle Dealer License Number 97771 Department of Motor Vehicle, Vehicle Dealer License Number 43609 Bureau of Automotive repair Registration # ARD00296319 123120 CA State Seller’s Permit 232781952-00001
City of Watsonville Business License Number 1792
City of Watsonville Business License Number 4358
Fictitious Business Names from Santa Cruz County for National Auto Fleet Group FBN: 2017-0000138 California General Resale Certificate
Dun & Bradstreet Number: 023680653
Government of The District of Columbia Certificate
Government of the District of Columbia Tax Registration # 7815888160711 City of Los Angeles Tax Registration
Government of The District of Columbia CLEAN HANDS CERTIFICATION San Diego Freightliner Seller’s Permit
Commonwealth of Virginia State Corporation Commission Certificate State of Maryland Good Standing Certificate
Kansas Department of Revenue for Kansas City Peterbilt
New Jersey Department of Treasury Registration Certificate New Jersey Business Registration
Notice of Compliance of the Canton City Codified Ordinance Employee Information Report for the State of New Jersey State of Maryland New Sales and Use tax License
CA State Seller’s Permit 98-037902 00006
South Carolina Department of Motor Vehicles License Number 36133 State of South Carolina Retail License
Commonwealth of Kentucky Vehicle Dealer License 1583 20 100 State of West Virginia Dealer License
Commonwealth of Kentucky Vehicle Dealer License 1581 20 036 State of Tennessee Vehicle Dealer License
*
17 Provide all “Suspension or Debarment” information that has applied to your organization during the past ten
years.

Not Applicable, none.
*
Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

Table 3: Industry Recognition & Marketplace Success
Line
Item Question Response *
18 Describe any relevant industry awards or recognition that your company has received in the past five years
National Auto Fleet Group’s received its most prestigious award for Top Placement within Ford Motor Company as the leading dealership in Government Sales. In addition, our Chevrolet brand was highly ranked and honored 4/5 consecutive years by General Motors. *
19 What percentage of your sales are to the
governmental sector in the past three years
Within our fleet division, 90% of our contracts within the past three years have been with government accounts. *
20 What percentage of your sales are to the education
sector in the past three years
Within the past 3 years 90% of our sales have been to government accounts, 20% of which are within the education sector. *
21 List any state, provincial, or cooperative purchasing contracts that you hold. What is the annual sales
volume for each of these contracts over the past three
years?
We hold the State of California contract with volumes from 200 to 500 units a year over the past three years. In addition, our Sourcewell Contract’s 091219, 081716 and 120716 that we have maintained over the past three years has sold combined north of 400 million of Combined Quarterly Sales.
*
22 List any GSA contracts or Standing Offers and Supply Arrangements (SOSA) that you hold. What is the
annual sales volume for each of these contracts over
the past three years?
National Auto Fleet Group’s focus lies on the Sourcewell Contract. NAFG holds no other GSA contract, Standing Offers, or Supply Arrangements other than the State of California contract.  Our annual sales volume is estimated to be north of $200 million. * Table 4: References/Testimonials
Line Item 23. Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name * Contact Name * Phone Number *
Port of Los Angeles, CA Mr. Dave Comer 310-72-3794 *
County of Venture, CA Mr. Jorge Bnilla 805-672-2044 *
City of Austin, TX Mr. Matt Sager 512-978-2637 *
County of San Joaquin, CA Mr. David Myers 209-468-9745
City of Palo Alto, CA Ms. Danitra Bahlman 650-496-5920
Table 5: Top Five Government or Education Customers
Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.

Entity Name Entity Type * State / Province * Scope of Work * Size of Transactions * Dollar Volume Past Three Years *
City of Austin Government Texas - TX Purchaser 10-15 Vehicles at once, Vans and SUVs
Over 1M *
Los Angeles
Department of
Water and Power
Government California - CA Purchaser Over 120 Vehicles, Vans and SUVs
Over 3M
*
Port of Los
Angeles
Government California - CA Purchaser Over 80 Trucks, Vans and SUVs Over 2M * Anne Arundel
County
Government Maryland - MD Purchaser Over 40 Trucks, Vans and SUVs Over 1M * City of San Diego Government California - CA Purchaser Over 500 Trucks, Vans, SUV' Over 15M * Table 6: Ability to Sell and Deliver Service
Describe your company’s capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line
Item Question Response *
25 Sales force. Our sales force consists of direct and an indirect sales force. Our direct sales force consists of direct employees and partner dealers, which exceeds an employee count of 300 personnel both full time and part time. Many of our sales force are spread across the US and we leverage our relationships with our larger class dealerships to service the members lower class vehicle needs as well. A cross sales force. These individuals help support our dealerships and NAFG Fleet Division directly. On the other hand, our indirect sales force made up of upfitters and partner suppliers consists of over 100 personnel with our partner network and sales force growing annually.

With both direct and indirect sales force staff working together, NAFG has been able to successfully grow, maintain and service the demand of the members. As the number of your members grow, we will continuously welcome more staff to not only meet customer demand, but also to exceed customer expectations.
*
Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*

26 Dealer network or other distribution methods. Our franchise network in Canada and the U.S. is fortunately second to none. Our 15 proposed OEMS previously mentioned, all of which have established a presence nationwide with factory stores strategically placed where all members can receive service and complete warranty repairs with their respective products.

Simple put the North American and Canadian automobile supply chain network is one of the best in the world. Of the 15 brands we represent, the OEMs have put in place a dealer network across all 50 states that will allow us to best serve all members.
*
27 Service force. The 15 manufactures we represent have thousands of service locations that would be easily accessible to all your members. Service centers and warranty repair facilities for all 15 OEMs are ample and ready to help service our members and their needs. However, Alaska and Hawaii may be exceptions as they may have farther distances between franchises where members can utilize the repair services. *
28 Describe the ordering process. If orders will be
handled by distributors, dealers or others, explain the respective roles of the Proposer and others.

The member may order their vehicles by navigating to our website, www.NationalAutoFleetGroup.com and going through the step-by-step process to generate an online quote or by calling one of our representatives at 855-289-6572 or by sending NAFG an email at [email protected].

Orders are then processed directly to the manufacturer who will work to supply the vehicle to the shipto location for upfittinig or end user desired delivery location. *
29 Describe in detail the process and procedure of
your customer service program, if applicable.

Include your response-time capabilities and
commitments, as well as any incentives that help
your providers meet your stated service goals or
promises.

To best demonstrate our Customer Service program, kindly reference the ZIP file “Member Walk Through” that is attached in the Additional Documents folder. Please begin with and review in order that is explained below:

How Members Can Get Quotes Online:  A member can obtain most quotes by visiting our website www.NationalAutoFleetGroup.com where a simple one step form is needed for registration. This is to protect the price information from nonmembers. Once a member registers they will receive an automated welcome email with a demo video on how to use our site. Members will gain access to there very own dashboard which will house all there quotes in one safe secure login. Member’s can select which brand they are looking for and model year. Our site shows all the categories the brand offers such as: Cars, Vans, SUV’s Trucks and Chassis Cabs. Members will then be able to drill down for the right selection by picking from the filter menu of what cab there looking for (Regular, Extended or Crew) to 2 wheel or 4 wheel drive down to the bed length there looking for.  All factory options are then presented for the member to select from, this will show all current factory orderable options, taking the guess work out for the member. Once a member selects a desire build, they will see there Sourcewell Price report showing the MSRP, there contract price, the saving in real dollars and as a percentage. In the PDF example you can see a saving of $ 9,175.96 of 22.345% to the member showing a significant savings. Members then can chose to add extra’s to there order like extra keys’ service manuals, sales tax and even request an upfit to be added to there quote. Lastly they will be given a complete turn key quote package to print which will include there customized Quote ID, Description and Specifications of what they built.

How Members and Upfitters can Partner with NAFG: Our dedicated website www.NAFGPartner.com was built to accommodate the member who would like a certain upfitter to upfit there vehicles. It was also built for upfitters to have a place to go where they can find information on how to partner with NAFG to better serve there local members.

Example of A Member with Upfit Quote: This is an example of how we use our Cab Chassis and combine them with an upfit to provide a turnkey solution for the member in a simple to follow format.

ETA System for Members Walk Through: This is where members can easily come to our website, the same website they built there chassis on and track there order like they would a UPS package. We have a very simple display on our homepage “Track your order” where members can enter one of the following: Purchase Order Number, Quote ID, Upfit Quote ID or vin to easily see there in the process there particular order is in.

Courtesy Confirmation Explained: After NAFG receives an order from a Member, we always like to send them a Courtesy Confirmation. This is were the member will double check some particulars on there order like, Color, Quantity, Upfit and Specification’s are all correct before order placement.  We also like to ask for title information at this point so we can help process the paperwork at delivery promptly.

Factory Order Cut Off Notices: Here is were we like to highlight were members can access any upcoming factory order cut off dates. We walk them through the process step by step to ensure everyone knows the upcoming order cut off date, we even print this information (if known at the time) right on the cover page of there quotes.

Validation Walk Through Example: To demonstrate a price validation, we show what a member would see when they build a truck on our site. At check out the member would see the Total Configured MSRP of $ 35,730.00, A Sourcewell Price of $ 27,331.68, Total Saving of $ 8,398.32 or 23.505% for a 2020 F-250 followed by the pricing page which shows the Minimum Discount of at least 18.50%. As you see we provided an additional 5% discount on top of the 18.50% contract discount. This would be the case in most instances.
*
30 Describe your ability and willingness to provide your products and services to Sourcewell participating
entities in the United States.

Our willingness and ability to service members nationwide is unparalleled. We have dedicated staff 5 days a week, from 7am to 7pm standing by ready to assist any member help find the best solution for there needs even if helping assist them to the best Sourcewell Contract that could be a solution. We have a dedicated live chat feature on our online quote generating website in case any member has any trouble at all in building there quotes. NAFG has established a chain of suppliers who are at the ready to serve if called upon by any member. We are here to help. *
31 Describe your ability and willingness to provide your products and services to Sourcewell participating
entities in Canada.

We are willing and eager to soon extend our business model and network into Canada. We believe partnering with local Canadian based dealer groups is key to success in the Canadian market. NAFG’s competitive pricing as well as a simple US Dollar to Canadian conversation will help NAFG expand into the Canadian market for participating Sourcewell members. *
32 Identify any geographic areas of the United States
or Canada that you will NOT be fully serving through
the proposed contract.

National Auto Fleet Group will handle servicing 100% of all geographic areas located in the United States.  Although it is unclear what unseen obstacles we may face in Canada, NAFG is committed to building the same model to service Canada and providing the same level of customer satisfaction, service, and care as in the United States.
*
Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC
-82:1547Ā.7;36893Ā0-)Ā,/"%+!#+Ȁ&+ (Ȁ$'+,Ȁ+'%-Ȁ/!*&*&! $/-*