Agenda packet — Lathrop City Council, May 16, 2022 (part 3 of 6)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 336
ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law;
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and
c. Ends when the person or organization ceases to lease or rent premises from you.

2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III— Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph B. 1. above ( of this endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph B. shall not increase the applicable Limits of Insurance shown in the Declarations.

C. Additionallnsured— Vendors

1. The following change applies if this Coverage Part provides insurance to you for bodily injury and property damage included in the products- completed operations hazard :

Section II — Who Is An Insured is amended to include as an additional insured any person or organization referred to throughout this Paragraph C. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to bodily injury or property damage arising out of your products which are distributed or sold in the regular course of the vendor' s business.

However, the insurance afforded to such vendor:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor.

2. With respect to the insurance afforded to these vendors, the following additional exclusions apply:
a. The insurance afforded the vendor does not apply to:
1) Bodily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; 2) Any express warranty unauthorized by you;
3) Any physical or chemical change in the product made intentionally by the vendor; 4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or U- GL- 1504- B CW( 04/ 13)

Page 2 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 337
8) Bodily injury or property damage arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
a) The exceptions contained in Subparagraphs ( 4) or( 6) above; or b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
b. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of your products for which coverage is excluded under this Coverage Part.

3. With respect to the insurance afforded to these vendors under this Paragraph C., the following is added to Section III— Limits Of Insurance:

The most we will pay on behalf of the vendor is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph C. 1. above ( of this endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph C. shall not increase the applicable Limits of Insurance shown in the Declarations.

D. Additional Insured— Managers, Lessors or Governmental Entity

1. Section II — Who Is An Insured is amended to include as an additional insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for bodily injury , property damage or personal and advertising injury caused, in whole or in part, by:
a. Your acts or omissions; or
b. The acts or omissions of those acting on your behalf; and resulting directly from:
a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

2. The additional insurance provided by this Paragraph D. does not apply:
a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the bodily injury , property damage or offense that caused personal and advertising injury ; b. To any person or organization included as an insured under Paragraph 3. of Section II— Who Is An Insured; c. To any lessor of equipment if the occurrence or offense takes place after the equipment lease expires; d. To any:
1) Owners or other interests from whom land has been leased by you; or 2) Managers or lessors of premises, if:
a) The occurrence or offense takes place after the expiration of the lease or you cease to be a tenant in that premises;
U- GL- 1504-B CW( 04/ 13)

Page 3 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 338
b) The bodily injury , property damage or personal and advertising injury arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or
c) The premises are excluded under this Coverage Part.

3. With respect to the insurance afforded to the additional insureds under this Paragraph D., the following is added to Section III— Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph D. 1. above ( of this endorsement), or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations.

E. Damage to Premises Rented or Occupied by You

1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

Exclusions c. through n. do not apply to damage by specific perils to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage to Premises Rented To You Limit of Insurance applies to this coverage as described in Section III— Limits Of Insurance.

2. Paragraph 6. of Section 111— Limits Of Insurance is replaced by the following:

6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of property damage to any one premises while rented to you, or in the case of damage by one or more specific perils to any one premises, while rented to you or temporarily occupied by you with permission of the owner.

F. Broadened Contractual Liability
The insured contract definition under the Definitions Section is replaced by the following:

Insured contract means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by specific perils to premises while rented to you or temporarily occupied by you with permission of the owner is not an insured contract ; b. A sidetrack agreement;
c. Any easement or license agreement;
d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement pertaining to your business ( including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury , property damage , or personal and advertising injury arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. does not include that part of any contract or agreement:
1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
U- GL- 1504- B CW( 04/ 13)

Page 4 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 339
2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured' s rendering or failure to render professional services, including those listed in Paragraph( 1) above and supervisory, inspection, architectural or engineering activities.

G. Definition— Specific Perils
The following definition is added to the Definitions Section:

Specific perils means:
a. Fire;
b. Lightning;
c. Explosion;
d. Windstorm or hail;
e. Smoke;
f. Aircraft or vehicles;
g. Vandalism;
h. Weight of snow, ice or sleet;
i. Leakage from fire extinguishing equipment, including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam.

H. Limited Contractual Liability Coverage— Personal and Advertising Injury

1. Exclusion e. of Section I— Coverage B— Personal And Advertising Injury Liability is replaced by the following:

Exclusions
This insurance does not apply to:
e. Contractual Liability
Personal and advertising injury for which the insured has assumed liability in a contract or agreement.

This exclusion does not apply to:
1) Liability for damages that the insured would have in the absence of the contract or agreement; or 2) Liability for personal and advertising injury if:
a) The personal and advertising injury arises out of the offenses of false arrest, detention or imprisonment;
b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and c) The personal and advertising injury occurs subsequent to the execution of the written contract orwritten agreement.

Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of personal and advertising injury described in Paragraph ( a) above, provided:
i) Liability to such party for, or for the cost of, that party' s defense has also been assumed in the same written contract or written agreement; and
ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.

2. Paragraph 2. d. of Section I— Supplementary Payments— Coverages A and B is replaced by the following:

U- GL- 1504- B CW( 04/ 13)

Page 5 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 340
d. The allegations in the suit and the information we know about the occurrence or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee;

3. The following is added to the paragraph directly following Paragraph 2. f. of Section I — Supplementary Payments— Coverages A and B:

Notwithstanding the provisions of Paragraph 2. e.( 2) of Section I — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance.

I. Supplementary Payments
The following changes apply to Supplementary Payments— Coverages A and B:

Paragraphs 1. b. and 1. d. are replaced by the following:
b. Up to$ 2, 500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit , including actual loss of earnings up to$ 500 a day because of time off from work.

J. Broadened Property Damage

1. Property Damage to Contents of Premises Rented Short- Term The paragraph directly following Paragraph ( 6) in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

Paragraphs ( 1), ( 3) and ( 4) of this exclusion do not apply to property damage to premises ( other than damage by specific perils ), including property damage to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III— Limits Of Insurance.

2. Elevator Property Damage
a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability:

Paragraphs ( 3) and ( 4) of this exclusion do not apply to property damage arising out of the use of an elevator at premises you own, rent or occupy.
b. The following is added to Section III— Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of property damage to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $ 25, 000 per occurrence .

3. Property Damage to Borrowed Equipment
a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability:

Paragraph( 4) of this exclusion does not apply to property damage to equipment you borrow from others. b. The following is added to Section III— Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of property damage to equipment you borrow from others is$ 25, 000 per occurrence .

K. Expected or Intended Injury or Damage
Exclusion a. of Section I— Coverage A— Bodily Injury And Property Damage Liability is replaced by the following:
a. Expected Or Intended Injury Or Damage
Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

L. Definition— Bodily Injury
U- GL- 1504- B CW( 04/ 13)

Page 6 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 341
The bodily injury definition under the Definitions Section is replaced by the following:

Bodily injury means bodily injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease.

M. Insured Status— Amateur Athletic Participants
Section II — Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for:
a. Bodily injury to:
1) Your employee , volunteer worker or any person you sponsor while participating in such amateur athletic activities; or
2) You, any partner or member ( if you are a partnership or joint venture), or any member ( if you are a limited liability company) while participating in such amateur athletic activities; or b. Property damage to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by:
1) Your employee , volunteer worker or any person you sponsor; or 2) You, any partner or member ( if you are a partnership or joint venture), or any member (if you are a limited liability company).

N. Non- Owned Aircraft and Watercraft
Exclusion g, of Section I— Coverage A— Bodily Injury And Property Damage Liability is replaced by the following:
g. Aircraft, Auto Or Watercraft
Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading .

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft that is owned or operated by or rented or loaned to any insured.

This exclusion does not apply to:
1) A watercraft while ashore on premises you own or rent; 2) A watercraft you do not own that is:
a) Less than 51 feet long; and
b) Not being used to carry persons for a charge;
3) Parking an auto on, or on the ways next to, premises you own or rent, provided the auto is not owned by or rented or loaned to you or the insured;
4) Liability assumed under any insured contract for the ownership, maintenance or use of aircraft or watercraft; 5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or
6) Bodily injury or property damage arising out of:
a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of mobile equipment if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of mobile equipment .

O. Definitions— Leased Worker, Temporary Worker and Labor Leasing Firm

1. The leased worker and temporary worker definitions under the Definitions Section are replaced by the following:

U- GL-1504-B CW( 04/ 13)

Page 7 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 342
Leased worker means a person leased to you by a labor leasing firm under a written agreement between you and the labor leasing firm , to perform duties related to the conduct of your business. Leased worker does not include a temporary worker .

Temporary worker means a person who is furnished to you to support or supplement your work force during employee absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or shortterm workload conditions. Temporary worker does not include a leased worker .

2. The following definition is added to the Definitions Section:

Labor leasing firm means any person or organization who hires out workers to others, including any:
a. Employment agency, contractor or services;
b. Professional employer organization; or
c. Temporary help service.

P. Definition— Mobile Equipment
Paragraph f. of mobile equipment definition is replaced by the following:
f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self- propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not mobile equipment but will be considered autos :
1) Equipment designed primarily for:
a) Snow removal;
b) Road maintenance, but not construction or resurfacing; or c) Street cleaning;
2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

Q. Definitions— Your Product and Your Work
The your product and your work definitions under the Definitions Section are replaced by the following:

Your product :
a. Means:
1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
a) You;
b) Others trading under your name; or
c) A person or organization whose business or assets you have acquired; and 2) Containers ( other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of your product ; and 2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.

Your work :
a. Means:
1) Work, services or operations performed by you or on your behalf; and U- GL- 1504-B CW( 04/ 13)

Page 8 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 343
2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes:
1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of your work ; and 2) The providing of or failure to provide warnings or instructions.

R. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV— Commercial General Liability Conditions:

Notice of an occurrence or of an offense which may result in a claim under this insurance or notice of a claim or suit shall be given to us as soon as practicable after knowledge of the occurrence , offense, claim or suit has been reported to any insured listed under Paragraph 1. of Section II— Who Is An Insured or an employee authorized by you to give or receive such notice. Knowledge by other employees of an occurrence , offense, claim or suit does not imply that you also have such knowledge.

In the event that an insured reports an occurrence to the workers compensation carrier of the Named Insured and this occurrence later develops into a General Liability claim, covered by this Coverage Part, the insured' s failure to report such occurrence to us at the time of the occurrence shall not be deemed to be a violation of this Condition.

You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim.

S. Other Insurance Condition
Paragraphs 4. a. and 4. b.( 1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following:

4. Otherinsurance
If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that:
1) The additional insured is a Named Insured under such other insurance; and 2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured.

Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities.
b. Excess Insurance
1) This insurance is excess over:
a) Any of the other insurance, whether primary, excess, contingent or on any other basis:
i) That is property insurance, Builder' s Risk, Installation Risk or similar coverage for your work ; ii) That is property insurance purchased by you ( including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner;
iii) That is insurance purchased by you ( including any deductible or self insurance portion thereof) to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner;
iv) If the loss arises out of the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A— Bodily Injury And Property Damage Liability; or
U- GL- 1504- B CW( 04/ 13)

Page 9 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 344
v) That is property insurance ( including any deductible or self insurance portion thereofl purchased by you to cover damage to:

Equipment you borrow from others; or
Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. b) Any other primary insurance ( including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same occurrence , claim or suit . This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis.

T. Unintentional Failure to Disclose All Hazards
Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following:

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations.

Coverage will continue to apply if you unintentionally:
a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy.

You must notify us in writing as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part.

U. Waiver of Right of Subrogation
Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions is replaced by the following:

8. Transfer Of Rights Of Recovery Against Others To Us
a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured' s performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest.

V. Liberalization Condition
The following condition is added to Section IV— Commercial General Liability Conditions:

Liberalization Clause
U- GL- 1504- B CW( 04/ 13)

Page 10 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 345
If we revise our forms during the policy period which would broaden the coverage provided by any form that is a part of the Coverage Part without an extra premium charge, the broader coverage will apply to this Coverage Part. This condition is effective upon the approval of such broader coverage in the state where your policy is issued to the first Named Insured.

All other terms and conditions of this policy remain unchanged.

U- GL- 1504- B CW( 04/ 13)

Page 11 of 11 ends

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 346

EXHIBIT D
ENGINEER' S OFF-SITE OPINION OF PROBABLE COST, KIMLEY HORN, 9/ 13/2021,

ENCROACHMENT PERMIT IMPROVEMENTS
347
O O O I O O N N O O C D N N O O N O O O O O O N CO O O O 0 O O O ( D O O OOO tM tOOCOO NOMNCOOr- OOOOOCOrYNO00N00 O O
OOOERMCOOOMe- OM .-- ON NMO tn It NNC7 OOO OI lnO tn 0
OO (fl ' CV e- NMN6 QUOe- '' M V CO N .-- OO ChO Cfl M
Q a0 H3 d9 Ef3 Ef? EA.-- N EA CD Ef? ER 64 N a-- ff?d ER tC) M ti O O
K3 Efl ER ti3 ffl CfY fR EA 69 1 fR O
O 69 FR
O O O O O O O O O O O O O O O O O O O O O O O O O O O O Q O O O II O 11 ( 1 11

O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O J
000(
O O O
fAfROOI[
a0 N O O O
7 O
tfl .
tn O
tN
O N
ERERH3ERO00cN N N CO O O O OrO N (

NOOONOO
O O O O O O O o Q
w p
O O O ln O fH N 64 69 EA EA tt) tn EA ER 6g d O O O a6 fR tn O ~ M ~ N ~ w ( jJV OOCD N re- N t OD Ch0 Efl O O
W . » s sg cfr c cs s e» n m m } Fa
Fa c' U
N W Z
CON 7' N 1` ODI COLn ( O OONNC7 OO e- a- COrr O
t tN CO NOOOO a00tn - N NN c+')
f- c+") NNu NO - N
Z
m U Q
Z
O
U
f—
cncn ¢ u. QQ Zu. LL u. u. QQQtLu. LLQQQQQ QcA iri
JJ W - - CnW WU JJ (nJJJ _! (' JW W WJ .-- _I W W W W W JW J J
W
Q fn
W W O Q N ER *
m
c zc}n
P /
r .- N Z Q l q , t Q
g oo W _
Q Zza, W QQ c! i
UQ"" c ti
Z ¢ Y
o O
W QW m a Q r
Q
p W UYZfn W a0 fn J, d 1('
Q: Z ¢ mQ S a
JF- J S "
0 W
J Qf F- MMC`'> Q' W Rf-- E- W
a Q Q z J J _l
Q (. a a = m

QQQ I- N
J
HF- t- cn a. O QU
N
f- U
a ¢ WwwwzQ f- - m
O w c va Oa. Wa- 0 DYU ¢ ¢ WW o0
c o Z w oo www o wC o - zZ
W
o a a. aaQWv E- W
0 z ¢ a
4 v _
w
a w = o > c~nu;
m w g av o - - F- X J Q Cn ! n ( n (/ J O LL I- F- J W
m U
W W Nd.' - ZtLUUU W
Q W W u- ' LLI Q
v, awm c nr' o gYan. cn
c
0 E- ~ w HHmm H u. titi
a .-
c4c U °' =
d O n
QQ cnF- w WWm EE LL f- ac ¢ QgQ ' zW w ¢ -'
J d ( z ¢ wots -' O F- h1- a 0 JU Q
W , l ? Jw
Z W otS W W W mU = UUUU W W ~ UGOU2 > YV.1 J J
Q, F- Q: e( _ _ _ _ JJ (n LjjZIJ, J ( nU (n
O h- W m W W F- F- J F- F- F- CO ao W Q O Q
ZZ ' W > f (> > Cncncl/ cn - - `_' i ~ ppU2Z z
z O
Q °- cncn > o w - aw
o = azz a W oagaa o , o zc o
a Uvcnf- c a ¢ Q
a > YgJ J cncnQo o Q z Q -
a. n. aww c n- O
n Z W W W W W W NJQmQ> OOOOU V U () UW W f- N (
F_' LL' O O O O U
Q
U = > Z cG Sc cG Q Q ( n U ( I- LL U Q W LL J
Q L1. n = l-- W W ..
d' n- > ¢ Y ` 0
m
Q LL o gviw } ' wwwwww v = = = = 000a' a ;, a w o
p
O
F- W 4.' R' UQ F- fnNl- F- f- F- QQQcV .-- cOFV C R' cOfnlro J
e- NC' V' tf') ( OI QO Or- Ntnef' tC) COI CO O NMd' t!> COhaD Oe- N M W e r e- rNNNNNNNNNNMMM M
C W N

L Z N W
C7 M - Z
Q Z T
W Q
348

EXHIBIT E

ENGINEER' S OPINION OF PROBABLE COST, KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS, 2/ 24/ 2021, LANDSCAPE IMPROVEMENTS 349

ENGINEERS OPINION OF PROBABLE COST

KIER& WRIGHT CIVIL ENGINEERS& SURVEYORS

LANDSCAPEIMPROVEMENTS
i. SURFACE IMPROVEMENTS K& W K&W K&W
ITEM NO. DESCRIPTION UNITS QUANTITY UNIT PRICE AMOUNT
1 MEDIAN LANDSCAPE AND IRRIGATION SF 18088 $ 6. 50 $ 117, 572. 00 2 6. 5' LANDSCAPE STRIP ADJACENT TO CURB SF 7327 $ 6. 50 $ 47, 625. 50 SURFACE INIPROVEMENTS 165, 197. 50 SUB TOTAL
II. SIGNALS, LIGHTS, SIGNAGE, MISCELLANEOUS K& W K& W K& W ITEM NO. DESCRIPTION UNITS QUANTITY UNIT PRICE AMOUNT
1 STREET LIGHTS DUAL EA 13 $ 5, 500. 00 $ 71, 500. 00
2 STREET LIGHTS SIGNAL EA 6 $ 4, 500. 00 $ 27, 000. 00
3 STREET LIGHT CABLE AND CONDUIT LF 3000 $ 22. 00 $ 66, 000. 00 SIGNALS, LIGHTS, SIGNANCE, MISCELLANEOUS 164, 500. 00 SUB TOTAL 329, 697. 50 TOTAL
Cost per LF of Frontage: $ 189. 93
LF of Maverik Frontage: 474. 23
Maverik Reimbursement Contribution: $ 90, 068. 38
350

ATTACHMENT D I
I
Fo o
f
d
g W
o
i aW w ' t d ,
1"& R d
i
g` 6 iv m
w
x
o
Jg' R ° -
N` p s " W
U F.. N
Ns m
p i a og.,
a° a o `<
W bl a a< a
Q z € oyy
z
N='.'= S p
m> >
aFi'6F S 3ao • SSP
3 oa ' SSP Y
o m So,. Jw a 6
W+
a iz i
g e m< o_ w
y ry
o
o<.-
w Fm a:
h a o` g
o
i
k' w iF a 3 d 5'S
o
I
o
B r m
m
sg
s
o aa" W ms l I
m
a
F wa000 N m
I,
N? Z
aa
ySa I
smie ! w
z
aF t- v
rp a z i i
a e a _ ¢
LLy
z y
a
s_
w <' " _ aw s a °
oU N
ucd N ' w oo d'{ og Q
i g a ti C — a rc ' s u, rc ww H ' 6 "' 1 p
Wg a
o ` '"` g W _ 3 y= W €
a v
s i I r I
w
o o < s mo .
6€ ol N
n
g= 8
3 i
k W
N w= W W
w mb' a'^ i W5< e a, m'^ ., "
o ws w= a _ w < o a ag o m I o o' o o o s < o o o oY o3ga 2a W s " N I, 3aa z.. 5 z aa< c, o o o< o Ra ¢
i
p<€
w . % 2
I
o o
LL y3
O <, ,J cW n= o N= ° a€
5 9oJ'
I , ¢
zi`'^
U
o FS '" 6$ z
o
N
a
yb '
c, Pry
Nby
I
i i33ais u Fbi%« 68a k` i
z 6` 8. 0
q
I m
V1
W bONY Gsi NSo o Oi
NiT/i K Vf
5 0 Zui Kia miig 5 a+
I
O
O
d
W
H 2i} y
N r
av i P< I n o - cQ = w a m
I
L. L = N SN a. G i zsw
z
Gp ` 1
7 0 • oa 6g< a N 8 .. F' s a"' I a a 3 e „
t= $< < o" s" x
o Nd
o `
W
k U
S
N
b
W z = "`€, N w
I o z : u : mm m
Q
a W g a
N W
S+
Mx ci ua ' s` 7sw< a
J
Sg m€ `
o Y A
i
mWg
g
w III U Q d + r=-,_ .

B woSo 8 w=
E
N
a« Q 2` Y -..< : o_ ` N _
L.L
o
k"'
o = m
I
I Q s s= smw . L" o
I
n
W
a W
w oo
a l_L_ } m w' k
8 Ww
h< r: aa€ _ "m z' m F tn < o
w i U
i€ = oi
m> <
a
N€ 6 ao< << w a<
z
d` d
blo F y a < g§
sU sLL ~_ a
S
w F
m
d fi
aro aiP., m' w m « Fa F., :
og sa £ d W N W
w w
o LL sWa < Ys YS wa <
og a ~ w _$
U
sa
p
W w
W
m € e € W m < a
a o=
W < a W
o aw _ k', o s s d m
i'J`
atio < „ <
rc= i "'_
s
o
s
NN
m< a < w< w
o «
a s Q
o' w< m , o.'^ N ` o oo ? - a
6 W
b< s W g
r mW
w° S' o-€ w o W' - x
o'^` ,' Z+` ai^ y" 5 " y
c i¢
o
a
B F
m w m- j i qJ Ay. n i
i.
d j F
F m = Og' N Z G S ?. U Q " € w
5 s F
1 s € aN` o d w b a J - o « m m
w s Q
aw m a ' Fw ` g '
a< e 6
m LL v m > o wB w3 y
o= 3
o eNw
w
V go $ oy $ LSa gwa 6 o m
e < mo W Z gW ..
w 4 a €€ < i5 a < m v=i m am m
qwo b rytl 9S' Z5- 60 LZ- CZ- 6 fiMP' f0- ZZ VYd 9Z- L9941V\ Nlddtlrv\ A3/ tl S\ JMa\ 9Z- f9941V\ bIOZ\' Z 351
q
m' •
i
m
n
iw F3
o
O
a € _ g
w
6 0 F m
a`z<
z
g
pW e
W W 5 w b$
a $ ogs o
FN W I Z o 04 oR - a ma
m g e ga g`
b k o``a'oo Yi`' L'_
o' m3 F$ gd= oo r
a a s g = a= z= m='<
p s
zm ` d WS gs bsa= I
ci a iag a i= ''
a as ag
m,.,<
i
sg ga= m ar a a s e I m = e-- F
w<=<
o'_
I
q o F a<
e
7 Ys
p
m' a- ` "' i
a F"
m a3W w w W iagg8 W w W
N
a W= oa
goy So a8 a
N
i
F< Sh z _ a
o m
x n
a s
o .. F Fo o= F< ocoag
mo mo mo; 6aw nm Fa, Fx y< Sa 3 Q I o F W m
y g
m a8so
W
o € _== m= o= a= o o F a s
Z
I
I
a ass
Y=
N , m m.-
a ao W t
o 3 w bw b a' WaW w: w€ w o k
z m m ixm e m Nom w
a
a
a w s= s= s= sn sns o W<" so F aF<
z
w- F' w
v—i a _ r ., . , e m a8 a YS< I
a
I
i
Q c
p Z
o
i`+
z i i
O
wo w
cai L«
I w o w II
N u c 6 0 6€. r.
m Z ui
i€a LL i€ ' 6
N w ; oN o
a Bm " o= " I
a N
U'%
si#o F YS €
C3 N Q 3 oS ni o
k' O 3i
W
S a II w Z
a W
F
J g
N
a
W ovi
o T
w oa o
o
y F F
R 4 n w
w N a
xiva
1 m€ aw o€ 1 w I
U a
1'
w o m<
g o' --
z
o ", o o
o g i
LL Ss o ww
m ;
a W € W m
N
a
a d a w
r
o d a
Q o y _ 6 a
m g z = y "'
LL g w g '
6 `> $ Lg
w `_ t`- r `< Lg
s
i Ys _ a a S
V o< € < " a m a d m < < _ a a o a
I
3 iLSo w €
N
sw aW R E
Fo E'
W Fo nWcg 3
Yi
o k I
h
o s5 Q ws
W i
S
F
i
k '
I, w Ns waN
S g
o< ff< S ab
W LLa`= W '_
g N g8N w ww wq m
B N Wa r
3 W w
3 Z
a3 a = w
a€ s 6W ooZ
1 s €
m' , Q
w W g
m q
i
o€ " o a o o m
ww g= Y g= wwNg s w w I s= g _ _ < g
g ` ` b L i w £ tbo W:: g W
0 5 Z W== F S < `
a '-' '"
W F a» p ' a
QQ zZ `' - z3 6 Q wN ! Y - - ` a a a o G u o < ____ Ya a a a i
352
g L ZO' Ol M, Of, 66. OS
W- W. SO' 694 3, Of, 64. aN---
W
a
aaaNvviMOHs-- oyw
r; Q Pr = o
1 ___
j_ ! _
S + w b= Yi n
O
a v sw
w
0 z m ml ' Nm % _ ' - am NW a I
w
o
QI a ' _ --- _ t« W
I ; N
g , o
w b' da a='`= s' C _
m,
l -
o
aa< a
i
N
e
w=
d« o<
Z I f p
w a aosR N a O g
I' I I II II X II 11 II 11 II 11 II II M II II 161 I `/'// o w w3w11 II
y U
I /% '
n
Q \ nZZ2216R1KCC i` n 06 = md w__=' 8a Mo l aa Z N
o
U
m
m i
1—_ • I
i
g
rc N > > a
o
5 Q J
1 O w
n
i 3
Z
d w &
W ^'$°
r S ` k a dSu
x
I m I
i i o 0
0 0 k+'^< o Z
i
I ' i = N W=
W;= amN= 6
ry a ¢
W
3 = o
w W
W 2 ^
i' oW i I I S rc wii
zc ia H 4'
I . 1 Yu
N
w INI i GJ o'
i Q,, Qz LLJ o
o
o e m3 / .., p c
S i If m o I I I i
J g a
i '; I
a,
b
I
sa Q
a
I
I
I a I I I I
i I
O+ o J
O I
N
m.. ^ sc
I i 11 g
O
N
II i
i (
1), CI sZZ YS
Ll' 9! Z a
m• i i .
i
I __
J
io
I

3. OE LZ. ON __________—_'______
i
y mo U i mli
f' l6B 3, Of, LZ. ON
Y i
li 3
0 l).46' BZB 3AL, 90. S5 '_ '
s A
z Z
i ii O
a III
I
N t^p
WII I L] IN
II I I I p' s ,^ i
m m
i q0.
aN Z
I m W
ol I
a
J^
m" Ie
m
m W
y 96l Yld 9Z a
U

0. i 3 U
F o
3lld, Ol
m

0. p I
u _ I I li / /
N
I
9l' 984 M. O1, 90.ZN v
I
i
is o
z_'—__—__
I i„=
W
H
I
i '
6 W W"
59 9 1 J 1 X
I ' `
C6' SSS 3 OfCZ.ON
w
n, . - , o; nr--.---. 3a
V,; m
a_
I
I
P a : h h
Y ai I i
I I
Ilm P I i I m i , zo sez M. ac,tzos _
I I I tl0 I606 S 0- 1 Z Z
I I i J I m
a C 4 }-'_ ZZ ZO' Y J
i a3d 311d, QI i
i i u m Nj G 64l l4l W F
I, - tl0 l6ppS0- IZOt
Z I I _
Bb W
a i
6S'f(4 3. Of, ON r v1
Wi
N3d MOtl, 6
j i I
I
l; 1
em
III
Ia\
M
I IZI y II3"
oo N
I I I
g <^ i i I
i
NJ
ao
im' i i liom
n
iIi ii Io
t
i w ai
Im ~ N nlh Il i I i ^ II w
iI i o
l-- i, r+""' a=
VI II i
I Y Sg +_ I a¢ o
I ? Iql i " i
i 1- Iw N li ! ; mvi
1 N
Z n
m
I _ III ; I N
I
I ' II , a„
o`
o,°' gv I
m
J
R = c
a ^ i i iq o N NO Z6 O4S0- 1L0
I '
I Ill i ^
3? I Ij
a3d3lId. 01
ili'
irvo ii IInQ
v
oN,o I I' ' y, 6m • 9 li i m
m' o_e
i
o in a- i
i
il Z
I gl m i i Z i i E
whN I = 11 J
a
m 6m v
I
o vy n
a- g dm li il
3 j i
z
I
3 ' a x r- r,-=_ 1
g=
I- II
r F '
w
nl lo - Sl'rJ 30 oH II; I I
I-__ _ _ J
lodl ^
66 W 9Z 3
tl3d 3fld, Ol i m-+- 9 l, u ii
I
61_ - r- i JI _ -' No -
ol
li 8l8SLll6' NI
I I mN// W
Q
m
N\
j l o
li Z lllytld 39d, Ob I I
I I r' -_
I
li
t\
i I
i
a
o
I - yI
I '_
I /
i i 41 Ij u I Y ' I
I W
h '
m
ivlm J J
11^
I 1
o I `` N
III e
F I om-- I I M F V o 3 C W
I I II ala i Q
O< n
II II j II r
3 ". rvl` o I ry
I II \ m ml
II IIII 1
Yn' IN 11 I ill
I
Z
o
x` Zl' SSiI I I I
LL
F
Im m __ —_—__—(
1) Zl' SBSI 3. 00 9ZON—__--_—___ no i
4 3 661600- L6 ' Ff0 i
i; ' H 2ItldN30la9 I
I ag j
z
B dW{¢ 9 Wd 6l I y,
m
i
I
I "'
6ZSZ Nl f6 Wd IL l/
I`
I / _`
353
a
T aaaNmnnoHs-- Jp z
I. o
i -- w ; w ' a
U I / o' Yi I U II I W , n Ss""'= C
g
E
a° ' ' W
a_
aa. o-' N
a
I I ,
a
a<
o N - z
m a-„ a< ad s
o z
m m sd aaaa' N =°
I
I /
ii
N ~ i
Z
I a 3W 1
II, / 3 4
o w=
N--- 3 o ' Z a
I i
s
wj?' f
r
o
m
a
W J
g w.' o i Y#
I i i o a . W o o `
m
U Q
I
I
I 4
N
I I I I I•
o
rc s O
O
I ' i
U
F
i ii
i --
io —V
i Z"—'___'__'—_'___
mr
i ii
i
I !
o
I I li m o
Q i I w" I
o
i
I II 4
N
i QI I i q
J j
m m
y
w I li aF I
o
mg I
o
d'' U g
v ` n
I 961Y1d9L w
a
p

FN I II
3f1d Ot ' 4N I
I o_
u i i i o
I
isc S
W
li-' c' 6Ngq = I
i io"' w"'
o `` d
I J ,;dm _
I
w w
I,, 1 ^ ie szs 3. oc, cz. on —
ao rosor o- a3d sYi o oi i 1 , pi
o -,----- $
V,
i i 3i i a
Ii I
o' R i' i
il ' i V/
I I' mi i i i I
3 I
I
NO 260450 IZDZ ili
w I '
I I
tl3d3lld, Ol I __ O
I _ I R'
I' tl0 1604S0- lZOZ I
I
I
a_ I
h 1 n
I I
b3d MO
i,
6 i
6S' f(4 3, Of, LLON i
i i
J
I
i I
g
z $ ,
e6' 6lZ
g iina I
3 I
i B6'OlZ
1 I I
I Q
m ^

I I I I
i
li
i
U
lai 3
m j.
i911 Z
N
I J I 11" 1-- 1 6
IJ I 1 1io-- — li U € B.n- O
I
j W I 1 II 3'' W / \ i I Ij I II < I
1 I rc tJ
I I
I Q N i l
i i l,- W N
I tii2 y II
U
IgIiI I Jii i No i ih w J
i' f'
i W
il ' n lili il 3 Q fllli a 3No
I, Qm I i i
illro o
V ili i m i
i
i
m i I I
z i a
oFN "; o J w _ N,, ,
I= w ,,! o v
o
o
P
a i I `` ' \\ i < Y6 W 9L I
3 tl3d311d.
011 II i aN lll_ wlp1 1~ SlI a
I
q
II ry s
I h {'-' y
J
I l- wFz
I ; q
IN
61_=
91 J
j . a+
I !, w 3 3
f
N
e
I li n o I I I
I I ii '
N I
il o tr i" 8185111b' NI I
1'
w... I , 7i f
o N Y
Z l3 aVd 3`Jd. O4
1 I I
W
H p' rv 1
N
j I
I rPi m
I
J` I
I ,
86' OlZ i -' _ "
o_
00' OCZ
I ',
3 F i
N z
i
i I
WN
m W
U' Y 1
In I U< i I Ij
I ~ ; wama ;
a
I h
n
II - i
aY o
I" Ilii
I
iiii
i
1), fCZ6Z ii 3
Z 6LZ6Zl i ii
i e
r---
66f400-[ 6' N4 N
did' OLl o
i I H tlV N3Q10% SB dW[ E L9 Wd 6l
I2 _ I
6ZSZ Nl 6 Wd
m
r
I"_
354
Q
Z
o
O J
O
I i N
N o U
1 0` FLL" ? N •
Q O N tlg9
Q l3
s o 3W
Z '" aa
Jo `' W g
Wf_
Yc A
U ° N a
LL.
a
Q J 2
5 0
y O
a$
U
H w
Z J _
wO W
J
Y
ry
m
m
H
VQ
p J3 3 3 3
W
W
O a F _ Q ? _ '

Q Z - U
z^ J
Q O
m
Z J'
Q
O Q , r,
m
3 P
3 W
z Q Z a v -
O
a n
p
Z
Z O
O f-=
w -
z Q g
3 3 O J =
3 m "
3 O F _•, n
Ti^
z u
R
z _
n
m
N S" l7
J +
X W
W Z
Z
W w 3 3
3 3 3 3
o
m z°` U J
Q :°
w -
o Q
o a _ -
i!
N
J Sy
d2 J
W\ V rn w Z
I..

N/
L
N

1.. 1_
U Z J U o -
W o
J
w a : n a Q
b
m
O o0
3 3 3 W
m
U J =
w
m

F - - -
N o H cFi - '' -'
9'
n _
W Z — U W O Z sV
Z °°
J - _
Z a
J J =
3 355

ATTACHMENT E

JOINT ESCROW INSTRUCTIONS
RECORDATION OF PM 22- 03 MAVERIK

FORMER PILKINGTON SITE, LATHROP)
May 16, 2022
Via Email and Hand Delivery
First American Title Insurance Company
215 South State Street, Ste. 380
Salt Lake City, UT 84111
Attn: Ms. Jacqueline Harrah
Re: Recordation of Parcel Map 22- 03; Escrow No. NCS- 1025877- SLC- 1 Dear Harrah:

This letter constitutes the joint escrow instructions (" Escrow Instructions") of ASP/ RWM Properties, LLC, a California general partnership, R& B Louise, LLC, a California limited liability company, and R& B Delta, LLC, a California Limited Liability company ( collectively referred to as " Fee Owne"), Maverik, Inc. (" MaveriK') the City of Lathrop (" City') in connection with the above- referenced escrow (" Escrov'). The Escrow was opened in connection with recordation of the above- referenced parcel map (" Parcel Map").

Recordation of the Parcel Map is subject to the conditions set forth below. The transactions described in these Escrow Instructions are referred to as the " Transaction." First American Title Company is referred to as " you" or" First American." A. Date for Closinqs
The Parcel Map will be recorded at the time designated by Fee Owner and Maverik as set forth below. The Parcel Map can only be recorded a ter the City has approved the map in writing, including email. The closing date for the Transaction is intended to occur by October 11, 2022, at the time designated in writing by Fee Owner and Maverik, subject to satisfaction of the conditions set forth below ( each a " C/osing Condition"). If the Parcel Map has not been recorded by October 11, 2022, First American will return the Parcel Map to the City.

B. Documents to be Delivered and Recordation Documents
In connection with the Transaction, you have in your possession or will receive the following documents from City, Fee Owner, and Maverik for recordation in the Official Records of San Joaquin County, California (" Official Records").

B. 1. One original Parcel Map 22- 03, executed and acknowledged by the City ( provided by the City).

B. 2. One partial release and reconveyance with respect to the W FB loan in the principal amount of Twenty- Nine Million Dollars for that portion of Existing Parcel 1 being merged into new Parcel 2 ( the " Parcel 1 Reconveyance"), executed and acknowledged by WFB.

B. 3. One original Easement Agreement by and between McDonald' s USA, LLC and Fee Owner (the "McDonald's Easemenf')
B. 4. One original Deferred Frontage Improvement Agreement ( DFIA 22- 01), executed and acknowledged by the City and Fee Owner ( provided by City). 1 356

JOINT ESCROW INSTRUCTIONS
RECORDATION OF PM 22- 03 MAVERIK

FORMER PILKINGTON SITE, LATHROP)
The documents listed in Item B. 1 through B. 4. above are referred to as the " Recordation Documents." The Recordation Documents shall be recorded in the order referred to above. The date on which the Recordation Documents are recorded in the Official Records is the Recordation Date.

In connection with the Transaction, you have in your possession or will receive the following documents from City, Fee Owner, and Maverik, which are not to be recorded in the Official Records of San Joaquin County, California (" Records").

B. S. One copy Encroachment Permit No. 21- 61, executed and acknowledged by the City ( provided by the City)
B. 6. One original performance bond ( includes Labor& Material amount) in the amount of $ 1, 505, 100 in the form approved by the City ( provided by Maverik) B. 7. One copy of tax payment statement and subdivision guarantee provided by Fee Owner)
The item specified in B. 1. must be deposited in Escrow not later than ten ( 10) days The items specified in B. 2.- B. 7. must be deposited into Escrow prior to the recordation of the Parcel Map.

C. Funds and Settlement Statement
You also have received, or will receive, prior to the recordation of the Recordation Documents, in immediately available funds, the following amounts, in accordance with the settlement statement prepared by you and approved in writing by both Fee Owner, Maverik and City (" Settlement Statemenf'): recordation costs, escrow fees and other amounts as set forth in the Settlement Statement. Such costs, fees and other amounts are the sole responsibility of Maverik.

Funds to be wire transferred directly to the entity set forth below, immediately upon recordation of the Parcel Map, in accordance with the wire transfer instructions for each entity are as follows:

C. 1. Water capacity fee in the amount of $ 40, 284. 12 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 2. Sewer capacity fee in the amount of $ 140, 051. 25 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 3. Median landscape and lighting reimbursement to City CIP GG 21- 15 in the amount of $ 90, 068. 38 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 4. Frontage improvement reimbursement to City CIP PS 18- 01 in the amount of $ 167, 243. 86 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 5. City administration fee in the amount of $ 5, 410. 06 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map. 2 357
Jt INT ESCROW fNSTRUCTIONS
RECORDATION UF PM 22- 03 MAVERIK
FORMER PIL.K1NfiTt? N S1TE, LATHRt} P}
7he amounts set forth in Section C, tataling $443, D57.67, are referrad fo as the" Cfosing Funds.° The Clasing Funds shall bs deposited in Escrow not later than five { 5) days prior to the anticipa# ed or scheduled athrop city council meeting, currently anticipated to be May 16 , 2022.

D. Clasinq Requirements
VWhen the foilowing has occurred, you are authorized to close the Escrow at the time( s) an in accordance with# he process set forth below:

D. 1. You have delivered copies of your Settlement Statement by email transmission ta: { a) Dana Parry ( danap@reyno( dsandbrawn. com); { b) Kelsey Forsyth Kelsey. Forsyth@fjmgt. com}; ( c) Ke11y Schaeffer- Bullock ( kelly. bullack@fjmgt. com); ( d) Salvador Navarrete ( snavarrete@ci. lathrop. ca. us); ( e) Cari James cjames@ci. lathrop. ca. us}; ( fl Gienn G bhardt ( ggebhardt aci.lathrop. ca. us) ar Brad Taylor ( btaylor@ci. lathrop. ca. us}; and ( g) Sandra LeGvis { slewis aici. lathrop. ca. us) and have confirmation ( by telephone or email) from Dana Parry ( an behelf of Fes Owner}, Kelsey Farsyth or Keliy Schaeffer- Bullock ( on ehalf of Maverik) and Glenn Gebhardt or Brad 1' aylor { on behalf of City} and have received a response fsom all of the foregoing individuals indicating that the SettEemenE Statement is accurate and acceptabfe; D. 2. You have nat received any instructions contrary to these Escrovr instructions;
D. 3. The Ftecordation Documents and al! athar documents described herein as being held by yQu or delivered to you have been received by you and have been fuliy executed and, where applicable, acknowledged, and you have attached aA legal descriptions or have confirmed thet a! I exhibits and legal descriptions are attached; D.4 Ynu are prepared to record the Recardation Documents, as designated, release funds in accordance with the Settlement Statement and complete the Transaciion in cQmpiiance with these Escrow Instruc4ions; D. S. You have delivared a capy of these instructions, executed by an authorized signatory of First American with euthority to bind First American, and initialed all pages, by email transmission ( with riginal hard copy to follow by U. S. Mail) to Dana Parry, Kelsey Forsyth {ar Kelly Schaeffer-Bullock} and 8rad Taylor at the email addresses set forth above; and
d.6. You have rec iued confirmation ( by email or other writing) from Dar a Parry( on behalf of Fee flwner), Kelsey Forsyth or Kelly Scha ffer- Bullack{ on behalf of Mav rik} and Brad Taylor or Gienn Gebhardt { c n behalf of City) to record the Recvrdatian Documents and camplete fhe Transaction.

E. Ciosinc Process and Priorities
When you have € uliy satisfied aA of the clos+ng requirements set forth in Section D, then you are authorized and instructed to do the fallowing in the chrono3agical order given:

E. 1. Date { if not aEready dated} the Recordation Doauments ta be recorded;
E, 2. Recard the Recordation Documents in the ffic al fZecords; E. 3. Pay the costs associated with the Transaction;
3 358
JOINT ESCRE W INSTRUCT#ONS
RECORDATION OF PM 22-03 MAVERIK
FORMER PiLKiNGTUN SITE, ATHROP)
E. 4_ Refund any funtfs delivered toyou by Maver k that are na#disbursed at the time of the finat Ctosing pursuant# o these Escrow Instructions# c> the following entity and addr ss:

Maverik Inc.

Attention: egal Depa# ment
185 S. Sta#e Street, Suite 13 0
Sa!#Lake City, UT 84111
E. S. Notify( a) Dana Parry( danap' at,,, reynoldsandbrown. com); ( b) Kelsey Forsy#h( Kelsey. Farsyth{ fjmgt. com);{ c} Kefly Schaeffer- Sullock Kelly. bullack . fimqt. com); ( d) Salvador NavaRete( snava rete@ci. iathrop. ca. us};( e) Cari James( cjames ci. lathrop.ca. us}, ( f Sarah Pimentel( spimentei aC. ci.lathro. ca. us), g} Teresa Vargas( tvarga ci. lathrop. ca. usy,( h) Glenn Gebhardt ggebhardtQa ci.la#hrop.ca. us),( i) Btad Tayior tbtaviorCa7.ci. lathrop. ca. us),( j} Sandra Lewis slewis(c ci.lathrop. ca_us), and ( k) Jose Molina tJMolina a('.siAov. ora) af fhe completion of the Transaction.

E. 6. Within five{ 5} business days aftsr each Recardation Da#e:

A} deliver by overnight delivery via recognized, nat'sonal, overnight delivary carrier to: ( 1} Kelsey Forsyth, Maverik, lnc., 185 Sauth State Street, Suite i300, Salt ake City, UT 84111; ( 2) Dana Pan`y, Reynolds & Brown, 12i}0 Concord Avenue, Sui#e 200, Concord, CA 94520i and( 3} Mr. Brad Taylar, Land Development Manager, City of Lathrop, 390 Towne Centre Drive, Lathrop, CA 9533Q:
a} a certified t;apy of the Recordat on Documents, shawing all recording information ofthe Recordation Documents; and
b} a certified copy af the final Settlement Statement.

B) Deliver to Wells Fargo Bank, v,rith an address of Wells Fargo Bank, tUationai Associatian Commercial Real Estate{ AU# 2Sfi1 20 Montgomery Street, Sixttt Floot San Francisco, California 949 04- 1207Attn: Rana Azar, Loan#: 1019710, the P rCe! 1 Reconveyance showing recarding information.

C) Deliver to Dana Parry the MeDonald' s Easerr ent.

F. Additional tnstructions
When assembi ng the finai documents, signature pages fram all parties shall be inserted into each respective final document in creating fully executed counterparts.

Plsase acknowledge receipt of these instructions and your agreement to act as Escrow agent in connec#ion with this Transaction in accordance wi#h these Escrow Instn.ictions, by executing and dating a copy of #hese Escrow Instructions where indicated below, initialing a1# pages and retuming i# to both of the undersigned. t is agreed# hat in the event any Closing Condition is not satisfiscl by the timeline pursuant tfl the terms set forth herein, ail Maverik Bonds and Ciosing Funds shall be released to Maverik as set# orih above. In addition, the parties acknowledge and agree that Maverik hereby reserves the ight to terminate this Escrow( for any or na reason} and upon notice oF such termination, ali M a ve r i k Bonds and Closing Funds as depasited by Maverik shall be immediately released andfor reimbursed to Maverik without the appraval (written 4 359

JOINT ESCROW INSTRUCTIONS
RECORDATION OF PM 22- 03 MAVERIK

FORMER PILKINGTON SITE, LATHROP)
The Escrow Instructions may be modified only in a writing signed by both of the undersigned.

Very truly yours,

MAVERIK FEE OWNER
By: By:

Date Dana Parry Date
Authorized Signatory
ASP/ RWM Properties, LLC,
R & B Louise, LLC, and
R & B Delta, LLC
Date:
i s-- L9 z Z--
Salvador Navarrete Date
City Attorney
City of Lathrop
Stephen J. Salvatore Date
City Manager
City of Lathrop
5 360
JO1NT ESCRUW IIVSTRUCTIONS
RECORDATlON OF P3 22- 03 MAVEE IK
FOR IIER PILKiNGTflN SITE, . ATHROP)
Esc ow iNST ucTiatvs
ACKNOWLEDGEMENT AND AGREEMENT:

FZsceipt of the foregoing Escror Instructions from Fee Owner and the City is hereby acknowledged. The und rsigncd agrees, for iiseEf, and on bshalf of ORTC, to proceed in strict accordance with these Escrat Instructions. The undersigned represents and warrants to Fee Own r and the City that the undersigned is aUthorized to execute this Acknowiedger nent and Agreemen#, far itseff, and on behalf of ORTC.

First American Title Insurance Campany
By:

Its:

Date:
6 361
tiR \
RECORDING REQUESTED BY:

City of Lathrop, CA
WHEN RECORDED, PLEASE MAIL TO:

City of Lathrop
City Clerk
390 Towne Centre Drive
Lathrop, California 95330
Exemptfrom payment of recording fees( GC 27383)

SPACE ABOVE THIS LINE IS FOR RECORDER' S USE
DFIA 22- 01
DEFERRED FRONTAGE IMPROVEMENT AGREEMENT FOR E. LOUISE AVENUE Parcel 2, Parcel Map 22- 03
THIS AGREEMENT, dated this day of 2022, by and between
the CITY OF LATHROP, a municipal corporation in the State of California, hereinafter referred to as " CITY," and ASP/ RWM Properties / R& B Louise, LLC / R& B Delta, LLC, hereinafter referred to as " OWNER".

WITNESSETH
WHEREAS, on December 19, 2017, Parcel Map 26- 94 ( PM 26- 94) was approved and recorded to create one Parcel and a Designated Remainder in the City of Lathrop. OWNER has recorded Parcel Map 22- 03 ( PM 22- 03), Attachment " A", to subdivide portions of the previously created Parcel and Designated Remainder by PM 26- 94 into one ( 1) new parcel. Pursuant to Lathrop Municipal Code Section 16. 20. 140, the Conditions of Approval for Site Plan Review 18- 17 ( SPR 18- 17) and associated Tentative Parcel Map No. TPM- 18- 18, OWNER is required to construct street frontage improvements along the frontage street of E. Louise Avenue including but not limited to the undergrounding of overhead utilities. Guarantee of all improvements, excluding the undergrounding of overhead utilities, has been provided to CITY either by cash deposit to CITY, Encroachment Permit, or other Deferred Frontage Improvement Agreement by OWNER and is therefore not included in this Agreement; and 362
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
WHEREAS, the parties hereto mutually desire to defer the undergrounding of overhead utilities within the E. Louise Avenue frontage until such time as other development causes the utilities to be undergrounded or CITY determines that the undergrounding of the utilities is necessary. OWNER is responsible for one half of the cost of underground the utilities within the frontage of said real property; and
NOW, THEREFORE, it is agreed by and between the parties hereto as follows:

1. OWNER represents and warrants that they are the fee title owners of the real property described in Attachment " A" attached hereto and herein incorporated by this reference. OWNER acknowledges that recordation of PM 22- 03 is subject to a condition of undergrounding overhead utilities. The parties hereto agree that the actual undergrounding of overhead utilities may be delayed as provided herein. Failure to provide for the construction of these improvements shall constitute not only a failure of condition as to OWNER' s Parcel Map ( PM 22- 03) but also a breach of this Agreement for which additional legal remedies may be pursued.

2. OWNER agrees to provide for one half of the cost of undergrounding all electric, phone and cable tv lines along either side of Louise Avenue along the frontage of Parcel 2 at the sole cost and expense of OWNER. Said frontage improvements shall be consistent with the standards set forth by the Ciry of Lathrop Standards and Specifications. Said frontage improvements shall include but not be limited to those listed in Attachment " B" ( Engineer' s Estimate) and are approximated as $ 73, 304 ($ 52, 360 plus 20% contingency plus 20% soft cost), attached hereto and herein incorporated by this reference. Determination of when the required improvements are to be constructed shall be within the sole discretion of the City Engineer for the CITY hereinafter " City Engineer"), subject to the terms of this Agreement.

3. Upon written notification by the CTTY to proceed, OWNER shall engage a Civil Engineer, licensed in the State of California, to design and prepare construction drawings for the required improvements. The design of said improvements shall be in accordance with the latest City of Lathrop Design and Construction Standards in effect at the time of approval of the improvement plans. The improvement plans shall be submitted to the City Engineer for approval within ninety ( 90) days of written notification from CTTY and construction shall commence within ninety ( 90) days after approval of the construction drawings. 363
DFIA 22- 01
Parcel2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
Conditions of when the CITY would call for the frontage improvement to be built are noted in Chapter 12. 12. 050 of the Lathrop Municipal Code.

4. The City Engineer may choose to have the CTTY or other interested parties perform the design engineering and construction of these improvements as an alternate to paragraph 3 above.

If the CITY or other interested parties perform the design and construction work, OWNER will reimburse the CITY within 30 days of written notification of the CITY' s request for reimbursement for all costs of the design and construction of these improvements. The cost of these improvements shall be the actual design and construction costs. The construction costs are estimated in Attachment " B" ( Engineer' s Estimate for Improvements). The construction costs sha11 be adjusted by the Engineering Construction Cost Index, as published by the Engineering News Record.

5. In any event, if there is a default of Paragraph 2 or 3 above by OWNER, the CITY may proceed to cause said construction to be performed and charge the entire cost and expense to the OWNER, including interest thereon at the maximum legal rate from the date of written notice of said cost and expense, until paid.

6. This agreement is intended to run with the land described in Attachment " A" and is binding on the heirs, successors and assignees of OWNER and the benefit is to run to the successors and assignees of CITY. OWNER hereby expressly agrees that any costs incurred by CITY in its performance under Paragraphs 2, 3 or 4 of this agreement shall constitute a lien upon the property described in Attachment " A". OWNER consents to said lien and agrees the such lien is collectable by the CITY in the same manner as unpaid secured taxes, together with cost of collection.

7. OWNER shall include in any sales agreement or transfer of any interest in any part or the whole of the property which is covered by this Deferred Improvement Agreement, the requirement that the Buyer/ Transferee assume the responsibilities set forth in this Agreement, as to the property and agrees to be subject to the terms and conditions herein, as an heir, successor or assignee of OWNER. OWNER shall require the Buyer/Transferee to sign an acknowledged and notarized statement substantially in the following form:
364
DFIA 22- 01
Parcel2, Parcel Map 22-03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
Buyer/ Transferee hereby acknowledges and assumes all responsibility for the construction of frontage improvements related to the property for which Buyer/ Transferee is acquiring an interest, in accordance with the terms and conditions of Agreement DFIA 22- 01 between the City of Lathrop and ASP/RWM Properties / R& B Louise, LLC / R& B Delta, LLC, recorded as part of the Official Records of San Joaquin County."

8. Miscellaneous Provisions:
a. Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. b. Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California. c. Definitions. The definitions and terms are as defined in this Agreement. d. Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement that directly results from an Act of God or an act of a superior governmental authority. e. Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. f. Incorporation of Documents. All documents constituting the Agreement documents as described herein and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement. g. Integration. This Agreement and any amendments hereto between the parties constitute the entire agreement between the parties concerning the deferral of the frontage improvements. There are no other prior oral or written agreements between the parties that are not incorporated in this Agreement regarding the timing of such frontage improvements.
h. Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.
365
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
i. Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
j. Time is of the Essence. Time is of the essence of this Agreement and each of its provisions, in the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day.
k. Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.

9. In the event that there are any changes to the law that make any part of this Agreement invalid, that portion of the Agreement shall be severed from the Agreement and the remaining portions of the Agreement shall remain in full force and effect.

10. In the event of any controversy, claim or dispute relating to this instrument or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney' s fees and costs.
366
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
ATTACHMENTS:

A. Draft Parcel Map 22-03 ( PM 22- 03)
B. Engineers Opinion of Probable Cost, Kier& Wright Civil Engineers & Surveyors, 3/ 28/ 2022, DFIA- 22- 01
367
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
IN WTTNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

ATTEST: CITY OF LATHROP, a
City Clerk of and for the City Municipal Corporation of the State of Califarnia
Teresa Vargas, City Clerk Michael King
Director of Public Works

APPROVED AS TO FORM BY THE
CITY OF LATHROP CITY ATTORNEY:

Salvador Navarrete, City Attorney

NOTARY ACKNOWLEDGE PAGE TO FOLLOW
368
DFIA 22- 01
Parcel2; Parcel Map 22- 03
ASP/ RWM Properties/ R& 3 Louise, LLC/ R& B Delta, LLC
OWNER:

ASP/ RWM Properties
a California limited liability company
By: Jones Partners, LL , a California Limited Liability Company By:
anag r
R& B Louise, LLC
a Califor i Limited iabil y Company
By:

Namce: ' A/'--. t"!`' I -
Title j2. s ( I
It' I'
R& B Delta, LLC
a Califo a Limited ' abi ' ty Conlpany
f3y:

N n1ce: 1- 9- G%
r tl s. r""

NOTARY ACKNOWLEDGE PAGE TO FOLLOW
369
DFIA 22- 01
Parcel2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
n Countv of., Q. L"kY a_ _OS-,___
On 2 C 1 3
T
0 before me. _ e3_ Yl • _ V1 a l
ta3a itic( here insert name and title of officer), pe sonally a eared 3rY'_ who proved to me on the basis of satisfactc r evidence to be the pers n(,s•) hose name( a) is a subscribed to the i ithin instr lment and acknowledged to ine that hei:# ie.y e ecuted the same in his l e»•autharized capaciry( tes), and that by his!}te keir ; ignature(,) on the instr unent the person( s). or the entity upon behalf of hich the person( s) acted. executed the instrument. 1 certify under PENALTY OF PERJUKY under the laws of the State of California that the foregoing para raph is true and correct
WITNESS my h an fficial e .

Signature _ Seal)
ry KATHRYN L. GORMAN
Notary Public• California
Z Contra Costa County >
Commisston J 2318387
o" My Comm.
ww
Expires Jan 23, 2024 '
A lotary piiblic or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of C ifornia
c l» ty f
r 7-a
n
lr__1_ before me. IF- t 1 ... 1 W1 z a-,
i a? I c ( here insert naine and title of ofiicer), pe sonally ppeared_ w o prove d to me on the basis of satisf actor e;° ide ice to be the pers n() whose name( g) is a e subscribed to the ithin instrument and ackno vledged to me that he' executed the same in his} te r authorized capacity( es). and that by his% 3eir signature( s) on the instrumei t the person( s), or the entity upon behalf of hich the person( s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the law s of the State of California that the foreboing paragraph is true and cor ct
WITNL; SS my o ficia . 1.

Signature Seal)
Sf- T.
y KATHRYN L. GORMAN
Notary Public• California
Contra Costa County
s
Commission/ 7 2318387 Y '
t " My Comm. Expires Jan 23, 2024
J
370
DFIA 22- 0]
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
A notary public or other officer completing this certificate verifies only the identity ofthe individual ho signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

State of California
County of___' . g___
On 1-O ` LO._ befare me, . I i4._r. r___._._ l I Nld -- Notary f ubl c ( here insert name and title of officer), personally appeared i dL` 1 ..( , r. l Z. , who proved to me on the basis of satisfactory evidence to be the person whose name isl.are subscribed to the within instrument and acknowledged to me t1 atJ! she/tl ey executed the same in his,' ler/thet authorized capacity( i s), and that by his/ her/ th signature( s) on the instrument the person or the entity upon behalf of which the person acted. executed the instrument. 1 certify mder PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my han and official seal.
f
Signature ---- j------- 1 U1, - --_ Seal)
V"
CKIP LAY i °'.

Notary Pub ic- Ca ifornia z
Z - Con! ra Costz Counfy
Commissien 233U377
My Comm. Expi es Jul 76, 2G24
A notary public or other officer completing this certificate verifies only the ide tity of the individtial who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

State of California
County of' _ _ _
On before ne._ _-- -- otar>
Public ( here insert » a ne and title of officer), personally appeared who proved to me on tl e basis of satisfactory evide» ce to be the person( s) whose name( s) is/ are subsc- ibed to the within instru nent and acknowledged to me tl at he/ she/they executed the same in his; her/ their authorized capacity( ies), and that by his/ her/their signature( s) on the instrument tl e person( s). ar the entity upon behalf of which the person( s) acted. executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing parag raph is true aud correct
WITNESS my hand and official seal.

Signature _ Seal)
371
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC

ATTACHMENT A
Draft Parcel Map 22- 03 ( PM 22- 03)
372
x
I
o < ' o
s 1 o
k' a
a
5 • b
d
C
ft V =
4<
e
N
3 p
5 y o5 b
s or W
3 6'°` _` i.=,
3 cFi
u u a csi a a
bi
LL '
z < Y
a
m o 80=
D
1,
5:" N"., b
m y. tP ! Oz tiP m . n ' U g
o' ` y
3a •
5 . 5 N
g bm m=< w°
g € o
W
p
Fm= <_
a 6a m o a= = I I
F'
n" a ' s`
m
s ao 6
w$ 3;= z ; g
00 e'<'
e
a a i , a 3 1 w
g „ Y:
aa ib`, o
w
W y
aooS„& y
m
w e W a- g'^ I< m°ee a
I aa i d ; i yr „„` i'6zaF N' 6 J. o
rc< ae FN _ G r€ m
L+" ff, e E Z
a w o Nb y „,
k k s 6 z I Gsci g ' V O ` o ' g a•.

C
w` a N W p
sg a rc F ol w Vw I
S F
m~' <€ I ' N
s _ = w " g _ €< m ` w w' I
w {
N _ g < e'^ g w & Q
m
oz oIwo o
W
F ff € 3
a 25 zl =£ a o a - -< o o o 5' s go< 2 ka _ i
Q
N
a8= <€ nw ,
y •
i.

FOw
F
s O Voilac z¢
rv
y N
O J
wng Nw i 1 `° U
I
V
5 a a peF ry z° t I
I
d / ' SP I
y ti i33wsw s, sw i
b'
i'
k i
1 1
N °
Pb0"`
J' m
j HS
o g o =
as Yi
O iLL= < ma
g"
U ~'
a `'_
nN
6 a ? N = v
o.
d
o
6 m
Q N e$ g a tiS awN om k.. m o
a
o
3W1z o o o€
S Nb s
o
oW
N< < Q'
o
a 1Su "
nry Z = «
aw 8 a6
Z
Q
z U r mmwza= m I y W g
s,
µ soao''^ $ K'
J m YuA
H
m
Q
8 o' B
o
m J z S '.,_
W `_
o> g'
ma
U 6 o
a-.,:,-, aw= o '
w„€
W
S o € w a
N
a
o
a= a e g 6
N
s` < E
L_L
s
j
eo
I
n
Q " ¢
2Cs „ N . ga m N a
Nw I
n
s 60<< om= g
Z?
L.L H i
c=< € o'^
S
np " m"
p
F- 4i L i< c i:? a _ m ' s m z N c ia o ca
w i U
a€
w zW k
N
Fw]
G
O€ II a oa oo <- ow < ` s
S m b"s°€ F w€ < w n
g
a` N a ' g I o m m€ a s <
o a "€ o w
6=
poa o
g' =
oW
b
a W 6o aS $ F a W
am€ € e m n so < W < S<€
o . =< w _ _ _ m o
g « o a
a w
N
s
a m w a 2< W G a
g " " m o 3 _ w„ o
o
w a
x
wo o. o` a os ; < q N $
a'" oSaW o
6 ;
5 JW
m F
p m z I'
oo . m yQ m'^=' i W < awF; oo w
F B= sw __ o ,; g g
a sa F
a € im m _ _ '
s o a w
w
U
o£ a
d a < _ < a^ w= a =
w I a,` o _
oW ; - a m m W <_ es< w g m m m <_ w6 < , m3 z ..
a " g > $
oao o axa s„ s me w w <
w« a a g s < m
a
m _ = m m I
qwolfi Yltl 9S ZS fi LZ-( Z- b firnp' FO- ZZ rvd 9Z- C996IV\ NlddtlW\ A3AL' 115\ MQ\ 9Z- C9941tl\ 410Z\' Z 373
o a m m o m I
z „ s n NN g
w
m< a3 os o
a
W W < w z g=
S F
ag= g a
I
a
g = o
g== o
w __
J=
s o s i6g 6o s=€ a
A a` a a a g s
w w
m
o =
a a==
y
w
J=
o„, a
a==_ w a<= '^ mo"= z
a ___` ` m
f
w=
g'=
j
d' Fz„ < N3 J i Nz
Ow rc F 3 CtW
2 O t m" O W~ o w W r€ 3g 3 3 F
a
F
i56
oc i rc a O o aw=
W
S
6 6< a j N o a$ Sz a I a e.. s
w<
g ai= €
mo`" m:<` a a
m Mm o
x Ysa h1 a i, e 3y s 3y o
3y o _ p
W n w o sW
Q dtTi d 7i dtTi d tH do Zs i< ngU< G F
2 I
c i
y' Zc 3c iy wi5 ios Q - s .. i < O
N im r rf- ti
rui 3a mii l € co
a
w g« rtwi za 3 : c,
cN I
w s s n s s F< 5
aF wsFSw< awa
a _ ., < m aaa<
I
a
Z
o o
o a
a za z6 €
I o
N _
w
a U
r« N
U ay w x W p
Z os' N LL ga
o
o= N o=
Z
N =
q
o
gm F
Q
p m
o
ii p C7tl 03 y' a
J Wo3 J $
Q ' N 1 s w W=
C -
3=
L
i' S a
a " 1S' o
a
Z
Q
z! yJ'" Y' i z o ' iuz
W Bg o
o'..'. i wN g oiHw r
YuA u e : G w 3
W `_N o ---
m
p W o m<
UN n ocw
o ' i Y o
w " `' o p
LL 8 s
w € W
m
Q go W €
a w a W s W e a a w
ow a & a a
s y < g
g o ww ' a w =
a ' waa g '_ = s € I
0= 5 a N p < c '" Z oF a 45 a I
o V ca < H=_ `_' d as a d m o< < - ii g ac a a
III
x
x € yi W
W b wo
z €
a ff w u E
F
3 b g€ p
3 I
a o I m N x w a I e m m
F
j bo=
w aW m g
W> m 5
a
S <' g
w _ e w 8 ` w =
w 3 W g 3
W =
z
1 € 3WW
m N o _
g o o o m Z
o e = s Y _ wNg
s= , g
a o= _ < , II
w > a; cg
w R r o s Y w w g = € ,
o `
a C < _ Zw r <
0 6
a F < ` a q Gt
3 <
n a a 8 _? pa oi a d
374 I
L
ZO' Ol M, Of, 64. 05 w 4
YI, 50' 699 3, Of, 64.ON--- y Q r+
W+
a
aa aNviMOH s-— o z
N
r—__ -- j— o _
v i'__ Zi z w vrs J
O
W . F
h i O
m ml u+ m / i \ z i 0
3 in' i
s
i I
U rii
I d Y ' _= / w --- a„=«
s 6w
i
a ; < om o a ww a s
g Cv
mll ' _ ¢ '
p
N e o a a' a m N ; _
3v f p
o
0 i W c
g am Zim iBgdiiiiai' z
c
i 2
N =
4 I •/
Z
J $ `
v w , n'6n d Q ! Y Q
N ii
1-- 5
C
J 3
N—
I / 3
Z
p , =
3 i^ 3 L k
o
a 1lu ym o a
T
e e
Z W
I j ' W' w a
p a a
mJ _ w
i
zp 6 gc TF- N
W g
e, i i
li o a$ z a
r R.,
I . 1 Yo A
w
I I - J' ' K ga 0000 a f l
t
e
L. LI -
a
d«
g
l I
li rn
2°
j
soo I I I I i Y'i
V
gN R' a
i
I
I
i u sOys i ' i I
a LJ_ ` 5 Q o
N I
I
li 1O I I I I I+
0 p
i J
11 dN i zo ao
li m Q
N
I
i I i (
1). fl'Sbd iiPi
II I il
Ll' 9tZ m
3, 0£, LZ. ON ___ zo
N
U
i m
ff' I6H 3, 0£, LZ. ON
3 0
1), 46' BZH 3. O1, 90.ZS i
i 3
TN--
Z
i. o
I
W
I I I
N
IN
m QII ' i
O
I I'

0. a
I
Z
Q '
J I '^, I
m N
W' I i O
ol m I tio la W
v
mlyil 961Wd9Z wm Qa' o
f,N
3fld, Ol ! X

0. N
O
I
I
I li I m
9l' 984 M OL, 90. ZN v
u
nl
z_'—_•
P
I
iio i
II; Ng w
1 I
S9' 9Ll
I ' I' ` ^ SZS 6' 3. Of,LLON j 1. 1
I I ` a i,Q 8 ! i i i i
LJJ
il 3 m o i i mil
I
I. I_ I
I I„ a3 I IR I
i `
Rili i I III r il g
ni Y R ni i il __ I q Zo_ Z M., zoS Ji I UD Lsa950- ld z i
iJ I = p C4 00'ltZ ZO' Y9 ^
i a3d 3fld Ol I I lbl I I
z i tla 160bS0- tiot -- i a
m ,
I } 64l B.
p
i ¢ I " 113d MOtl, s
6S' fL4 3, Of, LZON i I
i i I I -
s
X j '+
i i mia - k— a 3g
g o" o i'
i, o I i i l Ji
J
a o'-'
imi¢ f lio gn ili i
i
i w^' b
ImF. ml I II nFi I
l iv
il"' li e
n l lai. z
I
w l
I
I
j o— il i
U
NU
ao Q
k
II I i J
m
o + n d Q O
V
I w
II I Iw N
I a
ry3 a ;
m
I
O
N
i I i
Z Ir
1 g
N
n l
l ll Z

I II I - WN
o
IW al
I
I w Q II In RC o O I` NO Z604S0- IdOZ
I
li m
I i W ' i
N3 !'
il Qev g o i li W
I
v
N I i
I li N . c'' ' I I
i j I
I=
m
od O n in e n m ¢ i i j
l
Z
Ilgli m r'= - amlli i ZQ E
wr= =
I 6n
o°'
m
Plli ili 3 ; i
3 I
IRIi aHx i tll , io1 g i i i N
h_ i=
i
Sl e I 3 e
I
i i io } v <
I
I
J
I 96 Y1 9Z I -- 1-- j j
m
3 Iwa
li tl3d 3lld. DI Bl_ J_ '^_gi_ i
N a = I w
Ilo I I I
010
I
li 8l9Sllt6' NI Ii ^ i
mN
j
W Z l3Jtltld 37d, Of , I I
N
jl lo I u
11 t %'_,
r rN p
I i ao
Ti
i a3 al li u
Y
I
o d °-`
i
i
i im m w
I
6 i
U
o
NII m—" iii `' Sn "'
n'
Q
w
II I i m
o N
e e
nli
ii \ im li r
Ilii nz z
l ,
i i
ii a
in li i li i
o '
i
Zl' SSfI i ij
q
U), Zl'SBS13, 00,9ZON
Ny x
66I400-( 6 ' NO Na i
o 0
dld' Qll
I m i
V
I'',$; p1 H FfV N30 0 I
5B dW[ E 9 Wd fil i;,,° 0_ i i
I ' `` 6ZSZ Nl ll- E6 Wd i
i!- 1_\
f r `-
375
Z N T
F
r-- aa aN nnnoH s-- w <
I---- ------------- T e a = o
N'__' -- J— a
wb O J
o
u, / i/ J ' V
i I %,
i ? YS I
q N
I I I li I----- " •. . a "'?' eb' 3
W
1 g '
N
o4 Wgssis k o N

I I I , /
N "'
b
a a>`<
oo< o«_ b< N Z
I
a aaaaarc amcs
I
Z innxx xnxnn n nnnxxx v p Q
I
4 a
8a= iii aa a`... 0
r //
m m
N
y
v N 2L i
1-_—_
I z g"S k' p J 3
3 q

0. 3
W°
a
i
I' / O \ u
s„ z
m
Z
Q W!
I i = a w
F
w
N
W a
li S?$ wwW6' y
i i
w a YuA N
I x$ o wf , <= a
Ii m \ I I I I i I v
r Q
i I '
I 4 I III .
o Q sa z
i I
il 0. ry o O
m o
o —U
II ------------------- mr
e
j
W
I I
II N t
Q m
O 0
w
I
II
w
N
yii U I

0. i p
II
I
il a 0
m m
4 N
I u
I
Wi o
I
II 2F J O
I
w w
W ro y
i
i ' Iss rvd sa w£
i-o
I li 3nd. m
L'
N
I
o
o i3C
m-- R_ 6.,
Q i ' I lii,, _ a
I J ;
ti_ -
1 210 bbo150- I ` 1 L6' SZS 3, OC, LLON `/ 1,
1 tl3d 5
mi \`' o' R o _ 3g ( ill ii I
I
I
I
I
I
I YI' i In W
r'i n ili mi I I I
i
I
1 III I
nl
I ' N
ry nll' oll n
I
V,
I I"' RI r
i i i i
I
n'
ilidoaeorso zba I ^
m' li il _ I gl= f
Z
a3d 3n--' r "_ i
ao lfioiSo= IZOZ
i' R i i Q
6S' fCh 3, OC, LZON
i i
i V in
i
I i N3dM0i. 61 I
Ili I
6 I J
q
i
I i I I
3 z
u , B6' 6lZ
z
1nv loo w lii ii
i .

B6' Ol2
i i ' I
i i n Q
I
I
I I I^
m
I
n
III I IF2 I
J
O
Z
Im rN ' iio z
i
il i
J
9t,
a
I
I i i iN 11i i o 3 B' 0
W '
I
I
J
3W W
i' I I I Z I
i I i & U
ili
il
z
I n` y
I
I+ li « IW i i w i €
I
1- 1
w i n iN I I 3,- aj i > FlZll a¢ o
W
o! F- m
i i i ° w
i Z5 ov'" Z
Z vmi i
i
i Ir in :, o '
v i' o'
I In
I
il i
soa ' i- n a
m
am i
i i mz I \
o0
w} pN'
I
Ii I Ja m mj j II 7 I W
1 v
WM o< q
3z d= 11 III li I .? i
66 YI 9Z
a
tl3d3IId, OI ~ m
f
I PI i
i
3 I
3 I c
r-- iii-r g
a
Ii I a I. a i 1- 51 r,
i
P_ io i o€
I
J
i
3 m 6,-= r91 , w g
I II n
o I N N
L______ J
i I
r
c "
I
I Ni O
I I
i alin' ' BlBSlll6' NI III. '
I
1 '
i ~
f
oN Sl3JWd39dA4 ,'
1' 1 II
I
W
1_N o;
m
a
I q
86' OlL i n -
I i
I/
00' OCZ
o
y I
Z jl
N
I
1 WJ ti I om_ j I
i
Imw ` i
1 w il R I
I
ca
I
I bM I r w II I)
I
I
J
i
i' e I Ilj o
W,OfZ
ZfiZ i iiI
6CZ6Zl
3 I i i
r-----
661600-[ 6 ' NQ
n
g
I H aVdN3a' io I
SB dW 1E--_ L9 Wd 6l __-_--__-_ '
Pq
i
I
6ZSZ NA ll- f6 Wd
m
376
Q
d Z
i O
0 o
a J
Ia3 U ti
N o ? o
a o
LL ~
8 Z N 2te
Q
i O tl
i
C7 N
oJ3W
L b a . iSu
Naa W
m
W
w
i
x
U
w a o
gry a
s
a
s
J 2
S ly Q
g
F
o V
z "
O
o w
O
p
ry
m
m
Fam
3 a
3 n
in _ _
t` i FF _ _
g v S
2^ J
Q
O
j
m
Z J'
m a
J
W N
3 w w w 3
N W
F _
g _ _
O ,
z - 3 -
a n
p Z
Z
O
y -
m 3 3 F
d
O
Q
J
n
41 n M
Z
O
3 Q t n U - ' > R'
N
U
O
Q n
n _
LL] O W _
m
N
Z U
a Z _ ."
s^.'
w V
J
w Z z
W w
E
J m 3 ; 3 3 w
3 3 3 J O
m
F C ' _ - g - S M
U
J
Q
W W - Q ' _
J 0 _ f
62 J
W dT w Z
U Z U = - a '° J ` o
V
W
O] 3 3 3 ~ y
U
J
a oV 5 m
w
O i Z a U
w p Z a w
m
n
Z
3 Z
W
J J
Z
377
DFIA 22-01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC

ATTACHMENT B

ENGINEERS OPINION OF PROBABLE
COST
KIER + WRIGHT CIVIL ENGINEERS& SURVEYORS
3/ 28/ 2022
DFIA- 22- 03
Project No. A14663-026
Louise Avenue Improvements for MaveriWReynolds& Brown

1. SURFACEIMPROVEMENTS
ITEM NO. DESCRIPTION UNITS
pUANTITY UNIT PRICE
K& W
AMOUNT
1 JT UNDERGROUNDING( 476 LF TOTAL, DEVELOPER RESPONSIBLE FOR HALF) LS 23 $ 220.00 $ 52, 360. 00 52, 360. 00 TOTAL
378
J
City t f Pubtic Works Department
39D Towne Centre Dri e, I.athrop CA 95330
Main;( 209) 941- 743 Fax:{ 209j 9
Permit No. 20 1- 6 Ct pY
E ICROACHMENT P RM1T
A plicant Information:

Applicant Name: Maverik, lncdoi{ avirr0eis 8t; ."'' 1' Lg MB littg Addt' e55: 785sscates, se Applicant Phone No.; g 34, 32f0 City, State, ZI 7: tlAkeCi1yU784t11
EtiC1' oBChm ht L CatiOtl: 984 E. Lauise Avenue Lathrop, CA 95330 Con# ractor information:

Contractor: Canstructic n/ Prtsject Manager; Q• Will be updated ance contracted, Address: Contractar Phone No,;
City, 5tate, Zip: License Na.;
Bond Required: Yes. x No: Amount; Qi, io Check/ Bond: Q o# 9Ati22 Release of Band Approved By: Date:

Final tnspection and Accepted By: Date:
24- Hour Contacts- Nam & Phone No:

Primary Contact`. iCf SG5 aI1g8116c116fh18e7ql liVCdIk. WPft MOb Ie NCI.: 385, 2386728 SeCO( ld(/ OTitaCt: Kevinbeis lksv+n. deis maverik. cam y : 80t634. 3210
Permission 1s Hereby Grant d To:
lnstall Qftsite Public Impravemenis
i'arQet Start Date: 11115/ 2, 2
Approximate Projeci Duration: 6 mvnths
Con# ractar musfi cont ct the Public Works Inspector at least 48 hours prior tQ start of work at encroachmentpermits@ci. lathro . ca. us. inal inspection is required grior to acceptance, ema 1 encroachment ermits 7ci. lathrop.ca. us.
7'o perform work in the Ciiy' s right-of-Uray, as shov n on aitached doeumentation t this permit, applicant is subject to ali prdvisions on any part of this perrnit, and or atiached hereto. The applicant' s atteniion is directed to the generaE pr visians aitached ta this permit.

Thls permit is to he strictly adhered to and no work other t#an specifically mentioned at ove is hereby authar( zed, This permit shaU be void unless ihe warEc her under cnn4emplated shail have been completed by; 12 Accepting this permit or starting ti;dork hereunder shall ccanst' stute tceptance and agreernent to all canditions and requirements of this pQrmit.

PUBLIC WCIR#{ 5 £7EF ARTMENT: SiGNATUR CIF APP. ICANT:
5- N ZZ 2~
Michael Kin Date Name Date
Public Works Director
379
J•
COPY
Bond No: 402277
Premiuin: $ 13, 54fi. 00

PERFORMANCE BOND
WHEREAS ` Inc principal"), agrees to install and complete certain designated public itnprovements, lc cated at 410 E Louise Ave Lathrop CA as per Encroachment Pennit No. 21- 61 (" Encroachment Permit"), dated 20 ; dnd WHEREAS, the Principai is required under the terms of the Encroachment Permi# ta furnish a bond for the faithful perfornlance of the Encraachment Pern it.

NClW, THEREFCIRE, we, the Principal and F d i{ Y pQsit Company af Maryland as Suret, are held and firmly bound unto the City af One Million ive Hundred Five Thousand Lathrop (" City"}, in the sum of H- anaoo, 00 dollars ($ 1, 505, 900• 00 ) la vful money ofthe United States, f r the payment of which we bind oulselves, our heirs, successnrs, executors and administratars, jaintly and severally.

I"he condition o£ t is oblig tion is such ihat if the above principal, his ar its heirs, executors, administrators, suceessors or ass gns, shaIl in all things stancl to and abide by, and well and truiy l: eep and perfonn the covenants, conditions and pravisions in the Encroachmelzt Permit and any alteration thereaf made as therein provided, on his c r their part, tQ be kept and perf rmed at the time and in the manner therein specified, az d in all respects ccording 2o their true intent and meaning, and shall inden nify and save harn less City its officers, agents and employees, as therein stipulated, then this obligation shall t ecome null anci void, otherwise it shall be and remain in full force and effect.

As part af the obligation secured hereby and in addition tt tl e f<ice amount specitied therefor, tllere fe sl all be includec cosTs and reasonable expenses azld fees, including reasonable attoi-iey's s, incurred by City in successfully enforcing such obli ation, all t be taxed as costs and included in any judgment rendered,
The surety hereby stipulates and grees that no change, extension of time, alteration or addition to the terins al the F; ncroachmei t Permit or to tl e wark ta be perforn ed thereunder or the speciticaTions accompanying the same shall in any uay affect its abligations on this bond, and it does hereby 3 aive notice of any such change, eYtension of time, alteration or addition to tl e terms c fthe Encraachment Permit r to the u ork or to the specifications.

This bond shall be released after acceptance of work perfarnl d und r ttie above Encroachment P rmit. 380
IN WITNESS WHE Ol+',this instrument has 6een duly executed by the Principal and Surety above named; n April 7 2
Princip , M V fik, ( rtC
Surety: Fidelity and Deposit Company c, f Marylanc
B :

B J:

C.._._
Title: _ C.- , 4
Title: ___L. inda Nipper, Atto neY- in- Fact
Address of Principal:
tldciress flf Suretv:
185 S State Street
1299 Zurich Way 5th FI
Sult $ QO
Schaumburg IL 80196- 1056
S It Lake City, UT 84111
410. 559. 8790
381

EXTRACT FROM BY-LAWS OF THE COMPANIES
may, Ariicle by «- V, Section 8; Attornevs- in- act. The Chief E ecutive nfficer, the President, or any Executive Vice President or Vice President ritten instrUment under the attcsted corporate sea(, a point attt meys- in- fact with authority to execuie bonds, policies, recognizances, stipulaticrns, undertakings; or other like instruments n behalf of che Compan}, and may authorize any o( ficer or any such time." attorney- in- fact to affix ihe corporate seai thereto: and may aith or withoin cause madifi of revc ke any such appointrnent or authoritv at anv CERTI fCATE
the undersigned, Vice President of the ZURICN AMERICAN INSURANCE COMPANY, the COLON( AL AMERICAN CASUALTY ANp SURET3' CC? MPANY, and the FIDELtTY ANI7 DEPOSIT COI IPA' JY QF MARYL ND, do 1 ereby certify that the foregoing Po ver of Atiorney is still in ti ll force and effect on the date of th; s eertificaTe; artd I t3o furttter certify that Article V, Seetion 8, of the B}- Lan•s Qf the Companies is st; ll in force.

This Poiver af Atrorney and Certificate may be signed by facsimile under and by authority of the follolving resolution of the Board oC Directors of the ZUR1C1-i A? 1ER1CfiN INSURANCE COMPANY at a meeting du v called and l ield on tlse 15th day of Deeember 199t3.

RESOLV EL7: " That the sign ture of the Presid ni or a V ice President and the attesting signature af a Secretar; or an Assistant Secretary and the Seal of the Company may be affited by facsimi( e im any i' ativer of Attorney... Any such Po ier or any cerii6cate thQreof bearing such facsimiie signature and seal shall be valid and binding on tfie Comp ny." Ti is Power oF Attorney and Certificate may be signed by facsimile under and by authority of the foliotiving res futian of the Doarci of Directors of the CO. flNiAL AMERICAN CASUALTY AND SUR TY CO iPANY a' a meeting duly called and t7eld on the Sth dav of h9ay, 199d, and the i'o2lo ving resolutian of tne Baard of Directors of tne FlDEL1TY AND DEPpSIT COMPANY OF MARY[, AND at a mee ing duly called and held on the I Oth dap of Ma}, 199.

RESO VED: " Tha the facsimile ar rnechanicaily repruduced seal of the company and facsimile or mechanieally reprodueed sign ture ofany Vice-President, Seerctary, o; Assisiant Secretary Fthe Company, whether made hereto("are or hereafter, i herever appearing upon a certified copy oFan posver of attornei issued bv the Company, sha; 1 be alid and binding upan tlte Company wit6 Yhe same forci and effecl as thou h mar, ual( y affited. this IN'7th _EST( MOi' Y V, NERGGF, 1 havz hereanto subsa ibed my name ar,d afPixed the c rporate sca! s of the said Companies, y of Apri! 2p22
1';
fa. i`li/
N
4D
BAL k';•-
i tt @ S'' N—_
E3rian M. Wc dge, Vi. e Y zsident
TO REPORT A CLAIM 1i' ITH RECARD TO A SURGTY BOND, PLEASE SUBMIT A CUMPLETE DESCR1PTlON 4FINFORMATION TF#E CLA( M T`tNCl. O; UDiNG TNE t' RINCi' AL ON THE SOND, THE BO1YD NUMBER, AIYll yOUR CON'I'ACT Zurich Surety Claims
1299 Zurich Way
Schaumburg, IL 6 i9{- lOSb
www. reoortsfclaims( a zurichna com
800- 62b- 4577
382
ITEM 4. 14

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
ITEM: APPROVAL OF PROFESSIONAL SERVICES
AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR

CONSTRUCTION- RELATED SERVICES FOR THE

SURFACE WATER DISCHARGE PROJECT, CIP WW
20- 17
RECOMMENDATION: Adopt Resolution Approving a Professional Services Agreement with Robertson- Bryan, Inc. to perform
Construction- Related Services for the Surface Water
Discharge Project, CIP WW 20- 17
SUMMARY:

The Surface Water Discharge Project Capital Improvement Project ( CIP) WW 20- 17 was created in order to obtain a National Pollutant Discharge Elimination System NPDES) permit to discharge effluent generated by the Lathrop Consolidated Treatment Facility ( LCTF) to the San Joaquin River. This project is needed to minimize sewer rate increases and support growth as the City' s wastewater flows increase and land becomes unavailable for the storage and disposal of recycled water.

The Regional Water Quality Control Board ( RWQCB) approved the NPDES permit in February 2022. As the project proceeded, it was determined that Robertson- Bryan Inc. ( RBI) will be needed to provide construction- related services for the outfall that is planned to begin discharge to the San Joaquin River by late fall of 2022. RBI has provided a proposal to provide the outfall construction- related support services for a time and materials cost, not to exceed $ 559, 154.

Staff is requesting Council approve a Professional Services Agreement ( PSA) with RBI in the amount of $ 559, 154. Sufficient funds were included in the adopted Fiscal Year 21/ 22 budget for CIP WW 20- 17 to cover the cost of these services.

BACKGROUND:

Wastewater from the City of Lathrop is treated at two separate facilities, the City of Manteca' s Wastewater Quality Control Facility ( WQCF) and the LCTF. Treated wastewater effluent from the City of Manteca WQCF is primarily disposed of via discharge to the San Joaquin River. Treated wastewater effluent from LCTF is currently discharged to land via ponds and spray fields. LCTF effluent disposal and reuse is regulated by the RWQCB.
383
CITY MANAGER' S REPORT PAGE 2
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH ROBERTSONBRYAN, INC. FOR CONSTRUCTION- RELATED SERVICES FOR THE SURFACE WATER DISCHARGE PRO) ECT CIP WW 20- 17
Obtaining a surface water discharge permit is a complex process that involves extensive coordination between City staff, developers, specialized consultants, multiple permitting agencies, and eventually, construction contractors. Beginning in 2017, staff has worked to complete tasks for the California Environmental Quality Act CEQA) process, design, and permitting phases. In September 2021, City Council approved the award of construction contracts, developer- funding agreements, and other items needed to begin project construction.

RBI provided services to negotiate the new NPDES permit with the RWQCB on behalf of the City and additional permit compliance services from RBI to assist the City with meeting the NPDES permit requirements were approved in November 2021. In February 2022, RWQCB approved the NPDES permit.

Project construction is underway with completion anticipated in August 2022. At the request of staff, RBI has provided a proposal to provide construction- related support services including general coordination and tasks that must be completed for construction of the outfall for a time and materials cost, not to exceed $ 559, 154.

Due to uncertainty with the construction schedule and mitigation requirements, a contingency in the amount of $ 50, 000 is included.

REASON FOR RECOMMENDATION:

The ability to dispose of effluent from the LCTF to the San Joaquin River is necessary to minimize future rate increases and support growth as the City' s wastewater flows increase and as land becomes unavailable for the storage and disposal of recycled water. Additional construction- related support services from RBI is needed to assist the City with tasks that are related to construction of the outfall.

FISCAL IMPACT:

The cost of the construction- related services for the outfatl construction from RBI is not to exceed $ 559, 154. Sufficient funds were included in the adopted Fiscal Year 21/ 22 budget for CIP WW 20- 17 to pay for these services.

ATTACH M ENTS:

A. Resolution Approving a Professional Services Agreement with RobertsonBryan, Inc. to perform Construction- Related Services for the Surface Water Discharge Project, CIP WW 20- 17
B. Professional Services Agreement with Robertson- Bryan, Inc. to Perform Construction- Related Services for the Surface Water Discharge Project CIP WW 20- 17
384
CITY MANAGER' S REPORT PAGE 3
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH ROBERTSONBRYAN, INC. FOR CONSTRUCTION- RELATED SERVICES FOR THE SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17
APPROVALS:

Z S• Zo22
Michael King Date
Public W s.pirector
a
Cari Ja Date
Financ irector
S . Z.... OZZ
Salvador Navarrete Date
City Attorney
2 S- S- 2 oz2
Stephen J. S Date
City Manager
385
RESOLUTION NO. 22 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH ROBERTSONBRYAN, INC. TO PERFORM CONSTRUCTION- RELATED SERVICES FOR THE SURFACE WATER DISCHARGE PROJECT, CIP WW 20- 17
WHEREAS, the CIP WW 20- 17 Surface Water Discharge project was created to construct the necessary infrastructure and obtain a National Pollutant Discharge Elimination System ( NPDES) permit from the Regional Water Quality Control Board RWQCB) to allow discharge of tertiary treated effluent from the Lathrop CTF ( LCTF) to the San Joaquin River; and
WHEREAS, the ability to dispose of effluent from the LCTF to the San Joaquin River is necessary to minimize future rate increases and support growth as the City' s wastewater flows increase and land becomes unavailable for the storage and disposal of recycled water; and
WHEREAS, obtaining a surface water discharge permit is a complex process that involves extensive coordination between City staff, developers, specialized consultants, multiple permitting agencies, and eventually, construction contractors; and
WHEREAS, beginning in 2017, staff has worked to complete tasks for the California Environmental Quality Act ( CEQA) process, design, and permitting phases, and in September 2021, Council approved the award of construction contracts, developer- funding agreements and other items needed to begin project construction; and
WHEREAS, Robertson- Bryan Inc. ( RBI) provided services to negotiate the new NPDES permit with the RWQCB on behalf of the City and additional permit compliance services from RBI to assist the City with meeting the NPDES permit requirements were approved in November 2021; and
WHEREAS, RWQCB approved the NPDES permit in February 2022; and WHEREAS, additional services from RBI are needed to provide construction - related services including general coordination and tasks that must be completed for construction of the outfall; and
WHEREAS, at the request of staff, RBI has provided a proposal to provide these construction- related support services for a time and materials cost, not to exceed $ 559, 154; and
WHEREAS, sufficient funds were included in the adopted Fiscal Year 21/ 22 budget for CIP WW 20- 17 to pay for these services.
386
NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a Professional Services Agreement with RobertsonBryan, Inc. in the amount of $ 559, 154 to provide construction - related services for the Consolidated Treatment Facility Surface Water Discharge Project, CIP WW 20- 17. 387
The foregoing resolution was passed and adopted this 16t'' day of May 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 388
Attachment B

CITY OF LATHROP

AGREEMENT FOR PROFESSIONAL CONSTRUCTION - RELATED SERVICES WITH ROBERTSON- BRYAN, INC.

SURFACE WATER DISCHARGE PROJECT, CIP WW 20- 17
THIS AGREEMENT, dated for convenience this 16th day of May 2022, is by and between Robertson- Bryan, Inc. (" CONSULTANT") and the City of Lathrop, a California municipal corporation (" CITY");
RECITALS:

WHEREAS, CONSULTANT is specially trained, experienced, and competent to perform Professional Construction- Related Service, which are required by this agreement; and WHEREAS, CITY selected the CONSULTANT pursuant to said qualifications; and WHEREAS, CONSULTANT is willing to render such Professional Construction- Related Services, as hereinafter defined, on the following terms and conditions; NOW, THEREFORE, CONSULTANT and the CITY agree as follows:

AGREEMENT
1) Scope of Service
CONSULTANT agrees to perform Professional Construction- Related Services in accordance with the scope of work and fee proposal provided by CONSULTANT, attached hereto as Exhibit" A" and incorporated herein by reference. CONSULTANT represents it is prepared to and can diligently perform these services in accordance with the upmost standards of its profession and to CITY' S satisfaction. The fee proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved of in advance and in writing, by the CITY. 2) Compensation
CITY hereby agrees to pay CONSULTANT a sum not to exceed $ 559, 154, for the Professional Construction- Related Services set forth in Exhibit" A". CONSULTANT shall be paid any uncontested sum due and payable within thirty ( 30) days of receipt of billings containing all information pursuant to Paragraph 5 below. Compensation for any task must be equal to or less than the percentage of task complete. In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit " A", unless a written change order or authorization describing the extra work and payment terms has been executed by CITY's authorized representative prior to the commencement of the work. Payment is made based on a time and materials basis.

Page 1 of 11 ends

389
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 3) Effective Date and Term
The effective date of this Agreement is May 16, 2022, and it shall terminate no later than June 30, 2023.
4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONSULTANT is responsible for controlling the means and methods to complete the scope of work described in Exhibit" A" to City' s satisfaction. CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY. 5) Billinqs
CONSULTANT shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONSULTANT' S bills shall include a list of all tasks, a total amount due, the amounts previously billed, and the net amount due on the invoice. Except as specifically authorized by CITY, CONSULTANT shall not bill CITY for duplicate services performed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in section ( 2) for either task or for the entire Agreement, unless modified by a properly executed change order.
6) Advice and Status Reportinq
CONSULTANT shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement.

CONSULTANT shall submit to CITY such reports, diagrams, drawings and other work products developed pursuant to the Scope of Services.
7) Auditinq
CITY reserves the right to periodically audit all charges made by CONSULTANT to CITY for services under this Agreement. Upon request, CONSULTANT agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONSULTANT agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONSULTANT agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the requirement.

CONSULTANT further agrees to maintain such records for a period of three ( 3) years after final payment under this agreement.

Page
390
2 of 11

CITY OF LATHROP - PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 8) Assignment of Personnel
CONSULTANT acknowledges that the CITY has relied on CONSULTANT' s capabilities and on the qualifications of CONSULTANT' s principals and staff as identified in its proposal to CITY. The services shall be performed by, or under the direct supervision, of CONSULTANT' s Authorized Representative: Keith Whitener. CITY shall be notified by CONSULTANT of any change of its Authorized Representative, and CITY is granted the right of approval of all original, additional, and replacement personnel at CITY' s sole discretion, and shall be notified by CONSULTANT of any changes of CONSULTANT' s project staff prior to any change.

CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. If CITY asks CONSULTANT to remove a person assigned to the work called for under this Agreement, CONSULTANT agrees to do so immediately, without requiring the City to process a reason or explanation for its request. 9) Assiqnment and Subcontractinq
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT.

Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S authorized representative. CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' S authorized representative.
10) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections ( a) through ( c) below with insurers and under forms of insurance satisfactory in all respects to the CITY. CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers' Compensation. CONSULTANT shall, at CONSULTANT' S sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer' s Liability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than one million dollars ($ 1, 000, 000). In the alternative, CONSULTANT may rely on a self- insurance program to meet these requirements provided that the program of self- insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self- insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.

Page
391
3 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 b) Commercial General and Automobile Liabilitv Insurance. CONSULTANT, at CONSULTANT' S own cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars ($ 1, 000, 000) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If 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.

Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ( ed. 12/ 90) Code 1 ( any auto).

Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following: liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' s general supervision of CONSULTANT; products and completed operations of CONSULTANT; premises owned, occupied or used by CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage.
iv) Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers.
v) Insurance is to be placed with California- admitted insurers with a Best' s rating of no less than A: VII.
vi) Notice of cancellation or non- renewal must be received by CITY at least thirty days prior to such change.

Page
392
4 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 c) Professional Liabilitv. CONSULTANT, at CONSULTANT' S 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) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, as follows:
i) Any deductible or self- insured retention shall not exceed $ 150, 000 per claim.
ii) Notice of cancellation, material change, or non- renewal must be received by the CITY at least thirty days prior to such change shall be included in the coverage or added as an endorsement to the policy. iii) The policy must contain a cross liability or severability of interest clause.
iv) The following provisions shall apply if the professional liability coverages are written on a claims made form:

1. The retroactive date of the policy must be shown and must be before the date of the Agreement.

2. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

3. 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, CONSULTANT
must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work.

The CITY shall have the right to exercise at the
CONSULTANT' S cost, any extended reporting provisions of the policy should the CONSULTANT cancel or not renew the coverage.

4. A copy of the claim reporting requirements must be submitted to the CITY prior to the commencement of any work under this Agreement.
d) Deductibles and Self- Insured Retentions. CONSULTANT shall disclose 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, upon express written authorization of the CITY's authorized representative, CONSULTANT may increase such deductibles or self- insured retentions with respect to CITY, its officers, employees, agents, and volunteers. The CITY's authorized representative may condition approval of an increase in deductible or self-insured retention levels upon a requirement that CONSULTANT procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of Page
393
5 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 them.
e) Notice of Reduction in Coveraqe. In the event that any coverage required under subsections ( a), ( b), or( c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT'S earliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.
f) In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to stop work under this Agreement or withhold any payment which becomes due to CONSULTANT hereunder, or both stop work and withhold any payment, until CONSULTANT demonstrates compliance with the requirements hereof;
iii) Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' S breach.
11) Indemnification - CONSULTANT' S Responsibilitv
As to the CONSULTANT' S work hereunder, it is understood and agreed that ( a) CONSULTANT has the professional skills necessary to perform the work, ( b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perform. Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully competent manner in accordance with the standard of care applicable to CONSULTANT' S profession.

CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all 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 by the willful misconduct or negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause.

Page
394
6 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be appiicable to any of such damages or claims for damages.
12) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONSULTANT, its employees, agents, or subcontractors by federal or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.
13) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 14) Termination
Either CITY or CONSULTANT may cancel this Agreement upon 30 days written notification to the other party. Upon termination, or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONSULTANT to CITY within ten ( 10) calendar days.
15) Fundinq
CONSULTANT agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years.
16) Notices
All contracts, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, ( 2) sent by the United States mail, postage prepaid, ( 3) sent by private express delivery service, or ( 4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two (2) Days by delivery of a hard copy of the material sent by facsimile transmission. Personal service shall include, without limitation, service by delivery and service by facsimile transmission.

To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
Page
395
7 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 Copy to: City of Lathrop
Department of Public Works
390 Towne Centre
Lathrop, CA 95330
MAIN: ( 209) 941- 7430
FAX: ( 209) 941- 7449
To Consultant: Robertson- Bryan, Inc.
9888 Kent Street
Elk Grove CA 95624
Phone: ( 916) 714- 1801
17) Miscellaneous
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. b) Contract Terms Prevail. All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and attached exhibits, the terms of this Agreement shall prevail.
c) Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California. d) Definitions. The definitions and terms are as defined in these specifications. e) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority. f) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. g) Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement. h) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.
i) Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed bythe parties.

Page
396
8 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 j) Ownership of Documents. All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of the CITY. Upon CITY' s request, CONSULTANT shall allow CITY to inspect all such documents during the CONSULTANT' s regular business hours.
k) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.

I) Severability. The invalidity in whole or part of any provision of this Agreement shall not void or affect the validity of any other provision of this agreement. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.
m) Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits. n) 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. o) Time of the Essence. Time is of the essence of this Agreement and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day.
p) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
q) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs, including reasonable attorney' s fees, incurred or expended in connection with such action against the non- prevailing party.
18) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay CONSULTANT Page
397
9 of 11
CITY OF LATHROP — PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 for any services prior to issuance of the Notice to Proceed. 19) Siqnatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Page
398
10 of 11

CITY OF LATHROP - PROFESSIONAL CONSTUCTION- RELATED SERVICE AGREEMENT WITH ROBERTSON- BRYAN, INC. FOR SURFACE WATER DISCHARGE PROJECT CIP WW 20- 17 Approved as to Form: City of Lathrop
City Attorney
S z— zD Z.Z.

Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Public Works Director
Michael King Date
Approved by: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
Consultant: Robertson- Bryan, Inc.
9888 Kent Street
Elk Grove CA 95624
Fed ID # 68- 0460693
Business License # 20647
Signature Date
Print Name and Title

Page 11 ends

399
of 11
Exhibit A
r'{' L t oseRrson- RrRn, lnc,
Solrrtions for Progress
May 2, 2022

DELIVERED BY EMAIL
Mr. Michael King
Director of Public Works
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Subject: Proposal to Provide Construction- related Services for the City of Lathrop' s Consolidated Treatment Facility Surface Water Discharge Project Dear Michael:

Robertson- Bryan, Inc. ( RBI) has prepared this proposal to provide construction-related services to the City of Lathrop ( City) for the new Consolidated Treatment Facility (CTF) outfall in the San Joaquin River. Specifically, this proposal details services that are required by the suite of permits acquired by the City for construction and operation of the new wastewater outfall, including:

U. S. Army Corps of Engineers ( USACE} Clean Water Act( CWA) Section 404 Permits and associated NMFS and USFWS Biological Opinions; USACE Section 408 Permission;
California Department of Fish and Wildlife ( CDFW) Fish and Game Code Section 1602 Permit( Pending);
CWA Section 401 Water Quality Certification from the Central Valley Regional Water Quality Control Board ( Central Valley Water Board); and Reclamation District 17 Encroachment Permit.

RBI' s services to assist the City with permit requirements include general coordination and tasks that must be completed prior to, during, and following construction of the outfall. In addition, two subconsultants, Illingworth and Rodkin (noise monitoring services) and The Fisheries Foundation ( construction monitoring), will assist RBI with completing the necessary permit requirements.

Importantly, because the construction schedule and mitigation requirements have not been finalized, it is not possible to determine absolute costs for biological and noise monitoring and mitigation at this time thus a contingency task is included to cover any potential budget shortages due to these unknowns.

RBI' s scope and budget for competing these outfall construction- related tasks is provided below.
3100 Zinfantlel Drive, Suite 300 Phone 916. 714. 1801
Rancho Cordova CA 95670 Fax 916. 714. 1804
www.robertson- bryan. com
400
Mr. Michael King
City of Lathrop
May 2, 2022 Z RoaeRrson- B An,/ nc.

Page 2 ends

Solutions for Progress
I. SCOPE OF WORK
TASK 1: PREPARATION FOR CONSTRUCTION AND COORDINATION WITH THE PROJECT TEAM Adhering to the permit requirements will require significant preparation and coordination with the project team, including Resource Agency and City staff, Teichert, and noise and monitoring subcontractors. Specific sub- tasks to be completed under Task 1 include but are not limited to the following:

Coordination with the Project team regarding schedule and completion of all required pre- construction tasks;
Coordination with Teichert to ensure that the construction contractor is aware of all permit requirements and to coordinate the timing of construction components that require additional monitoring efforts;
Review of Teichert' s dewatering plan to ensure that it complies with all permit requirements;
Prepare the permit binders that are required to be on site; Coordination and scheduling with the noise and monitoring contractors; and Coordination with the Interagency Telemetry Advisory Group ( ITAG) to facilitate purchase of two acoustic tag receivers and any directly associated equipment required to detect acoustic- tagged salmonids passing the CTF outfall location, as required by the NMFS BO.

Deliverable: Permit binders
TASK 2: PRE- CONSTRUCTION TASKS
The suite of environmental permits and approvals requires numerous surveys and reports to be competed prior to the initiation of construction. Completion of these pre- construction tasks are essential to getting approval by the permitting agencies to initiate construction. Preconstruction subtasks include the following:

Site visit to mark vegetation to be removed by the contractor. All vegetation must be removed two weeks prior to the start of construction and must be competed using hand tools;
Site visit to survey completed Riparian Brush Rabbit exclusion fencing to ensure that it meets CDFW' s requirements;
2 401
Mr. Michael King
City of Lathrop
May 2, 2022 Roe non- B An, Inc

Page 3 ends

So/ u[ ions for Progress
Site visit to survey erosion protection measures to ensure they meet permit requirements. Note: depending on the timing of contractor preparation it is possible that these first three subtasks could be completed during the same site visit.

A Worker Environmental Training Program ( WEAP) will be prepared and given to Teichert at a scheduled meeting on- site prior to the initiation of construction; Complete all required Agency notifications regarding initiation of construction activities;
Complete all required biological construction surveys;
Prepare a pre- construction report; as required by the NMFS BO; Complete all mitigation purchases; and
Prepare a mitigation plan, as required in the NMFS BO;
Deliverables:

WEAP training program presented to Teichert construction crew Agency notifications
Technical Memorandum with the results of the biological pre- construction surveys Pre- construction report submitted to NMFS for approval Mitigation purchase receipts
Mitigation Plan submitted to NMFS for approval
TASK 3: CONSTRUCTION TASKS
Once construction has been initiated, RBI will complete additional tasks as required by the permits. Most significantly, Keith Whitener of RBI will serve as the permit defined biologist" for the project which requires him to be on site for all ground-breaking activities, including portions of construction of the coffer dam and all initial excavation activities. The project monitor", which will be a non- RBI subcontractor, will be required to be on site for all other construction days ( i. e., non- groundbreaking activities). The noise monitoring subconsultant will be required to be on site for all pile driving activities. Subtask to be completed during construction by RBI and its subcontractors include:

Fulfilling the" biologist" duties of the project, which will require Keith Whitener to be on site for up to 20 days over the course of construction; 3 402
Mr. Michael King
City of Lathrop
May 2, 2022 Roe rson- B An, / nc.

Page 4 ends

So/ ations tor Progress
Fulfilling the" monitor" duties of the project, which will require a subconsultant to be on site for up to 60 days over the course of construction; Noise monitoring, to be completed by a subconsultant, will require on site monitoring of all vibratory pile driving, which is assumed to be 36 days; Coffer dam fish rescue and associated documentation;
Special- status species documentation;
Incidental take reporting and planning;
Completion of CDFW required biweekly ( every two weeks) monitoring reports estimated to be 8 to 10 reports); and
Completion of Central Valley Water Board biweekly monitoring reports ( estimated to be 8 to 10 reports)
Deliverables:

Coffer dam fish rescue TM
Special- status documentation
Up to 10 CDFW monitoring reports
Up to 10 Central Valley Water Board monitoring reports
TASK 4: POST- CONSTRUCTION TASKS
Following the completion of construction, the various permits and BO' s require postconstruction reports as follows:

NMFS post- construction report;
USFWS post- construction report; and
CDFW post- construction report.

In addition, following the completion of construction RBI will complete a final site visit to document the habitat conditions and ensure all permit requirements have been completed.

Deliverables:

CDFW, USFWS, and NMFS post-construction reports.
4 403
Mr. Michael King
City of Lathrop
May 2, 2022 Roe rson- B rAn,/ nc.

Page 5 ends

So/ utions for Progress
TASK 5: PROJECT MANAGEMENT
This task provides hours for the Resource Director and Project Manager to oversee and direct RBI staff efforts on each task. In addition, this task provides time for project coordination by phone, email, and fax with project team members, budget and schedule tracking, and other duties to coordinate/ administer the project.

CONTINGENCY
As described above, the construction schedule and mitigation requirements have not been finalized and, therefore, it is not possible to determine absolute costs for biological and noise monitoring and mitigation at this time and thus a contingency in the amount of$ 50, 000 is included to cover any potential budget shortages due to these unknowns.

OTHER PERMIT REQUIREMENTS NOT INCLUDED IN THIS PROPOSAL In addition to the permit requirements scoped above, the NMFS BO includes three additional tasks be completed following the initiation of discharge from the new outfall, including:

An effluent dispersion ( dye) study to be completed within six months of discharge; A Chemicals of Emerging Concern study to be completed within six months of discharge;
Providing copies of the NPDES permit self-monitoring reports and the results of priority pollutant analysis and acute whole effluent toxicity testing of CTF Effluent using rainbow trout. Note: these activities are required by the NPDES permit for surface water discharge to the San Joaquin River. This task is not to complete these tasks but to facilitate providing the information and results to NMFS.

Because these tasks won' t be completed until the discharge is initiated and significant effort is required to design and budget the two studies, RBI will prepare a separate proposal to complete these tasks once construction of the outfall is initiated.

The NMFS BO also requires the City to facilitate the purchase of two acoustic tag receivers and any directly associated equipment for the Interagency Telemetry Advisory Group ITAG). While budget to coordinate these efforts is included in this proposal, the cost to purchase the equipment is not. It is assumed that this purchase would occur after discharge has been initiated and thus this cost can be included in the separate proposal to complete the above described tasks not included in this proposal.

II. SCHEDULE
RBI can begin providing professional services upon receipt of a signed contract, Purchase Order, or written authorization to proceed.
5 404
Mr. Michael King
City of Lathrop
May 2, 2022 J' . RoeE son- Bavan, lnc:

Solutions ior Progress Page 6
III. CONTRACT AND BILLING ARRANGEMENT
RBI recommends a time and materials contract not to exceed $ 559, 154 without written authorization to provide the professional services defined in the scope of work outlined herein see Attachment 1 for a detailed project budget). RBI will invoice monthly according to RBI' s current rates ( Attachment 2) for all work activities completed in the prior month.

If you have any questions regarding this scope of work and budget, please do not hesitate to contact me at ( 916) 714- 1802. We look forward to working with you on this project.

Sincerely,
Keith Whitener
Resource Director
Robertson- Bryan, Inc.

Attachment l: Budget
Attachment 2: 2022 Fee Schedule
6 405
r''' Ros non- Barq Inc
Solutions for Progress
ATTACHMENT 1

RBIBUDGET
Resource Senior Staff RBI
L11 ItOBERrSOM- BRI'qll ll Director Scientist I Scientist 1 Subtotal SolutlonstorProgress Keith Ellen Hailey
Whitener Preece Ave
Task 1: Pre aration for Construction and Coordination 40 40 5 17, 920 Task 2: Pre- construction Tasks 60 20 40 S 28, 460
Task 3: Construction Tasks 240 80 S 80, 320
Task 4: Post- construction Tasks 16 40 60 5 24,608
Task 5: Pro' t Mana ement 48 8 8 S 16, 696
Total Hours: 404 68 228
Rate: $ 278 $ 249 $ 170
Labor Subtotal: $ 112, 312 $ 16, 932 ; 35, 760 ; 168, 004 Estimated Miti ation Costs Plus 5°/a RBI rocessin fee 157, 500 Noise SubconsulFant- Iliingworth and Rodkin( Plus 5% RBI processing fee) $ 113, 400 Biobgical Monitor Subconsuftant and Mileage( Plus 5% RBI processsing fee) $ 68, 250 Milea e- A ro amatel 25 round tri s to the ro'ect site for RBI staff 2, 000 Contin enc 50, 000
Direct Ex nses Subtotal 391, 150
406
r': Ros non- BRrAn, lnc
Solutions for Progress
ATTACHMENT 2
2022 FEE SCHEDULE
Charges for project work performed by Robertson- Bryan, Inc. ( RBI) will be calculated and billed at the hourly rates shown below.

PROFESSIONAL SERVICES RATE/ HOUR
Managing Partner 325. 00
Partner 316. 00
Principal Engineer/ Scientist 308. 00
Senior Consultant 291. 00
Resource Director 278.00
Associate 267. 00
Senior Engineer/ Scientist II 261. 00
Senior Engineer/ Scientist I 249.00
Project Engineer/ Scientist III 229. 00
Project Engineer/ Scientist II 219. 00
Project Engineer/ Scientist I 199. 00
Staff Engineer/ Scientist II 186. 00
Staff Engineer/ Scientist I 170. 00
Technical Analyst 162. 00
Graphics/ GIS 148. 00
Laboratory Compliance Specialist 144. 00
Administrative Assistant 106. 00
Intern 69. 00
Up to ten percent( 10%) of subcontractor charges will be added to cover administrative costs.

Hourly rates will be increased by a minimum of fifty percent( 50%) for depositions, trials, and hearings. Rates will be adjusted annually. Rates are adjusted annually, effective December 161n

INVOICING AND PAYMENTS
Invoices will be issued on a monthly basis for all work performed on a project. Payment is due upon receipt of the invoice.
8 407
408
ITEM 4. 15

CITY MANAGER' S REPORT
MAY 16, 2022, CITY COUNCIL SPECIAL MEETING
ITEM: APPROVAL OF PROGRAM SUPPLEMENT AGREEMENT

WITH CALTRANS FOR THE PAVEMENT MAINTENANCE
AND REPAIR PRO] ECT CIP PS 21- 12
RECOMMENDATION: Adopt Resolution Approving a Program Supplement Agreement with Caltrans for the Pavement
Maintenance and Repair Project CIP PS 21- 12 and
Authorizing the City Manager to Execute the
Agreement
SUMMARY:

On April 12, 2021, City Council approved the creation of Capital Improvement Project CIP) PS 21- 12 Pavement Maintenance and Repair to maintain and repair deteriorated pavements citywide. The project consists of slurry sealing and re- striping various roadways throughout the City using Regional Surface Transportation Program ( RSTP) federal funds.

The California Department of Transportation ( Caltrans) requires the execution of a Program Supplement Agreement ( PSA) for Federal- Aid projects to be eligible to receive federal funds. The City has received the PSA No. F011 ( Attachment B) that must be executed prior to requesting reimbursement of federal funding.

Staff is requesting that City Council approve the PSA No. F011 with Caltrans and authorize City Manager to execute the Agreement for reimbursement of federal funds towards CIP PS 21- 12.

BACKGROUND:

On April 12, 2021, City Council approved the creation of CIP PS 21- 12 Pavement Maintenance and Repair to maintain and repair deteriorated pavements citywide. The project consists of slurry sealing and re- striping various roadways throughout the City using RSTP federal funds.

Caltrans requires the execution of a PSA specific to each Federal- Aid project. The PSA must be executed prior to the City requesting reimbursement of federal funds. On April 29, 2022, the City received the PSA No. F011 ( Attachment B) that will need to be approved and signed by a representative on the City' s behalf.

Staff is requesting that City Council approve PSA No. F011 with Caltrans and authorize City Manager to execute the Agreement for reimbursement of federal funds towards CIP PS 21- 12.
409
CITY MANAGER' S REPORT PAGE 2
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING

APPROVAL OF PROGRAM SUPPLEMENT AGREEMENT WITH CALTRANS FOR THE PAVEMENT MAINTENANCE AND REPAIR PRO) ECT CIP PS 21- 12 REASON FOR RECOMMENDATION:

Caltrans requires all local agencies to execute a project- specific PSA to be eligible for reimbursement of project costs with federal funds. The City Manager will be the representative authorized to sign on behalf of the City.

FISCAL IMPACT:

No fiscal impact is anticipated for the approval of the Program Supplement Agreement PSA) No. F011 with Caltrans.

ATTACH M ENTS:

A. Resolution Approving a Program Supplement Agreement with Caltrans for the Pavement Maintenance and Repair Project CIP PS 21- 12 and Authorizing the City Manager to Execute the Agreement
B. Program Supplement Agreement No. F011 to Administering Agency- State Agreement for Federal- Aid Projects No. 10- 5456F15
410
CITY MANAGER' S REPORT PAGE 3
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING

APPROVAL OF PROGRAM SUPPLEMENT AGREEMENT WITH CALTRANS FOR THE PAVEMENT MAINTENANCE AND REPAIR PROJECT CIP PS 21- 12 APPROVALS:

ZO?.2
Angel Abarca Date
Assistant Engineer
Y• 2022
Michael King Date
Public orks Director
I/ 0 0"
Cari Jam Date
Finance ire or
5I ISalvador Navarrete Date
City Attorney
S• LZ
Stephen J. Salvatore Date
City Manager
411
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

APPROVING A PROGRAM SUPPLEMENT AGREEMENT WITH CALTRANS FOR THE PAVEMENT MAINTENANCE AND REPAIR PRO) ECT CIP PS 21- 12 AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, on April 12, 2021, City Council approved the creation of Capital Improvement Project ( CIP) PS 21- 12 Pavement Maintenance and Repair to maintain and repair deteriorated pavement citywide; and
WHEREAS, the project consists of slurry sealing and re- striping various roadways throughout the City using Regional Surface Transportation Program RSTP) federal funds; and
WHEREAS, the California Department of Transportation ( Caltrans) requires the execution of a Program Supplement Agreement ( PSA) for Federal- Aid projects to be eligible to receive federal funds; and
WHEREAS, the PSA must be executed prior to the City requesting reimbursement of federal funds; and
WHEREAS, the City has received the PSA No. F011 that will need to be approved and signed by a representative on the City' s behalf; and WHEREAS, staff is requesting that City Council approve the PSA No. F011 with Caltrans and authorize City Manager to execute the Agreement for reimbursement of federal funds towards CIP PS 21- 12.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop hereby approve the Program Supplement Agreement No. F011 with Caltrans and authorizes City Manager to execute the Agreement for reimbursement of federal funds towards CIP PS 21- 12 Pavement Maintenance and Repair. 412
The foregoing resolution was passed and adopted this 16th day of May 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPRO D AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 413

ATTACHMENT B
PROGRAM SUPPLEMENT NO. F011 Adv. Project ID Date: April 29, 2022 to 1021000206 Location: 10- SJ- 0- LTRP
ADMINISTERING AGENCY- STATE AGREEMENT Project Number: STP- 5456( 021) FOR FEDERAL- AID PROJECTS NO 10- 5456F15
E. A. Number:

Locode: 5456
This Program Supplement hereby adopts and incorporates the Administering Agency- State Agreement for Federal Aid which was entered into between the Administering Agency and the State on 04/ 23/ 2020 and is subject to all the terms and conditions thereof. This Program Supplement is executed in accordance with Article I of the aforementioned Master Agreement under authority of Resolution No. approved by the Administering Agency on See copy attached).

The Administering Agency further stipulates that as a condition to the payment by the State of any funds derived from sources noted below obligated to this PROJECT, the Administering Agency accepts and will comply with the special covenants or remarks set forth on the following pages.

PROJECT LOCATION: Golden Valley Parkway( Towne Centre Drive- Lathrop Road), River Islands Parkway ( Golden Valley Parkway Lathrop Fire Station 34), Lathrop Road
TYPE OF WORK: Road Rehabilitation - Pavement Maintenance& Repair LENGTH: 0. 0( MILES) Estimated Cost Federal Funds Matching Funds
Y230 1, 274, 000. 00 LOCAL OTHER
1, 481, 470. 00 165, 060. 00 42,410. 00

CITY OF LATHROP STATE OF CALIFORNIA
Department of Transportation
By Stephen J. Salvatore By
Title Citv Manaqer Chief, Office of Project Implementation Date
Division of Local Assistance
Attest Date
I hereby certify upon my personal knowledge that budgeted funds are available for this encumbrance:

Accounting Officer 2```-`,' Date 4 29 22 1, 274, 000. 00 Program Supplement 10- 5456F15- F011- ISTEA Page 1 of 7 414
10- SJ- 0- LTRP
STPL- 5456( 021)

SPECIAL COVENANTS OR REMARKS

1. A. The ADMINISTERING AGENCY will advertise, award and administer this project in accordance with the current published Local Assistance Procedures Manual.

B. ADMINISTERING AGENCY agrees that it will only proceed with work authorized for specific phase( s) with an " Authorization to Proceed" and will not proceed with future phase( s) of this project prior to receiving an " Authorization to Proceed" from the STATE for that phase( s) unless no further State or Federal funds are needed for those future phase( s).

C. STATE and ADMINISTERING AGENCY agree that any additional funds which might be made available by future Federal obligations will be encumbered on this PROJECT by use of a STATE- approved " Authorization to Proceed" and Finance Letter. ADMINISTERING AGENCY agrees that Federal funds available for reimbursement will be limited to the amounts obligated by the Federal Highway Administration.

D. Award information shall be submitted by the ADMINISTERING AGENCY to the District Local Assistance Engineer within 60 days of project contract award and prior to the submittal of the ADMINISTERING AGENCY' S first invoice for the construction contract.

Failure to do so will cause a delay in the State processing invoices for the construction phase.

Attention is directed to Section 15. 7 " Award Package" of the Local Assistance Procedures Manual.

E. ADMINISTERING AGENCY agrees, as a minimum, to submit invoices at least once every six months commencing after the funds are encumbered for each phase by the execution of this Project Program Supplement Agreement, or by STATE' s approval of an applicable Finance Letter. STATE reserves the right to suspend future authorizations/ obligations for Federal aid projects, or encumbrances for State funded projects, as well as to suspend invoice payments for any on- going or future project by ADMINISTERING AGENCY if PROJECT costs have not been invoiced by ADMINISTERING AGENCY for a six- month period.

If no costs have been invoiced for a six- month period, ADMINISTERING AGENCY agrees to submit for each phase a written explanation of the absence of PROJECT activity along with target billing date and target billing amount.

ADMINISTERING AGENCY agrees to submit the final report documents that collectively constitute a " Report of Expenditures" within one hundred eighty ( 180) days of PROJECT completion. Failure of ADMINISTERING AGENCY to submit a " Final Report of Expenditures" within 180 days of PROJECT completion will result in STATE imposing sanctions upon ADMINISTERING AGENCY in accordance with the current Local Assistance Procedures Manual.

Program Supplement 10- 5456F15- F011- ISTEA Page 2 of 7 415
10- SJ- 0- LTRP
STPL- 5456( 021)

SPECIAL COVENANTS OR REMARKS
F. Administering Agency shall not discriminate on the basis of race, religion, age, disability, color, national origin, or sex in the award and performance of any Federal- assisted contract or in the administration of its DBE Program Implementation Agreement. The Administering Agency shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of Federal- assisted contracts. The Administering Agency's DBE Implementation Agreement is incorporated by reference in this Agreement. Implementation of the DBE Implementation Agreement, including but not limited to timely reporting of DBE commitments and utilization, is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the Administering Agency of its failure to carry out its DBE Implementation Agreement, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U. S. C. 1001 and/ or the Program Fraud Civil Remedies Act of 1986 ( 31 U. S. C. 3801 et seq.).

G. Any State and Federal funds that may have been encumbered for this project are available for disbursement for limited periods of time. For each fund encumbrance the limited period is from the start of the fiscal year that the specific fund was appropriated within the State Budget Act to the applicable fund Reversion Date shown on the State approved project finance letter. Per Government Code Section 16304, all project funds not liquidated within these periods will revert unless an executed Cooperative Work Agreement extending these dates is requested by the ADMINISTERING AGENCY and approved by the California Department of Finance.

ADMINISTERING AGENCY should ensure that invoices are submitted to the District Local Assistance Engineer at least 75 days prior to the applicable fund Reversion Date to avoid the lapse of applicable funds. Pursuant to a directive from the State Controller' s Office and the Department of Finance; in order for payment to be made, the last date the District Local Assistance Engineer can forward an invoice for payment to the Department' s Local Programs Accounting Office for reimbursable work for funds that are going to revert at the end of a particular fiscal year is May 15th of the particular fiscal year. Notwithstanding the unliquidated sums of project specific State and Federal funding remaining and available to fund project work, any invoice for reimbursement involving applicable funds that is not received by the Department' s Local Programs Accounting Office at least 45 days prior to the applicable fixed fund Reversion Date will not be paid. These unexpended funds will be irrevocably reverted by the Department's Division of Accounting on the applicable fund Reversion Date.

H. As a condition for receiving federal- aid highway funds for the PROJECT, the Administering Agency certifies that NO members of the elected board, council, or other key decision makers are on the Federal Government Exclusion List. Exclusions can be found at www. sam. gov.

Program Supplement 10- 5456F15- F011- ISTEA Page 3 of 7 416
10- SJ- 0- LTRP
STPL- 5456( 021)

SPECIAL COVENANTS OR REMARKS

2. A. ADMINISTERING AGENCY shall conform to all State statutes, regulations and procedures including those set forth in the Local Assistance Procedures Manual and the Local Assistance Program Guidelines, hereafter collectively referred to as " LOCAL ASSISTANCE PROCEDURES") relating to the federal- aid program, all Title 23 Code of Federal Regulation CFR) and 2 CFR Part 200 federal requirements, and all applicable federal laws, regulations, and policy and procedural or instructional memoranda, unless otherwise specifically waived as designated in the executed project- specific PROGRAM SUPPLEMENT.

B. Invoices shall be formatted in accordance with LOCAL ASSISTANCE PROCEDURES.

C. ADMINISTERING AGENCY must have at least one copy of supporting backup documentation for costs incurred and claimed for reimbursement by ADMINISTERING AGENCY. ADMINISTERING AGENCY agrees to submit supporting backup documentation with invoices if requested by State. Acceptable backup documentation includes, but is not limited to, agency' s progress payment to the contractors, copies of cancelled checks showing amounts made payable to vendors and contractors, and/ or a computerized summary of PROJECT costs.

D. Indirect Cost Allocation Plan/ Indirect Cost Rate Proposals ( ICAP/ ICRP), Central Service Cost Allocation Plans and related documentation are to be prepared and provided to STATE Caltrans Audits & Investigations) for review and approval prior to ADMINISTERING AGENCY seeking reimbursement of indirect costs incurred within each fiscal year being claimed for State and federal reimbursement. ICAPs/ ICRPs must be prepared in accordance with the requirements set forth in 2 CFR, Part 200, Chapter 5 of the Local Assistance Procedural Manual, and the ICAP/ ICRP approval procedures established by STATE.

E. STATE will withhold the greater of either two ( 2) percent of the total of all federal funds encumbered for each PROGRAM SUPPLEMENT or $ 40, 000 until ADMINISTERING AGENCY submits the Final Report of Expenditures for each completed PROGRAM SUPPLEMENT PROJECT.

F. Payments to ADMINISTERING AGENCY for PROJECT- related travel and subsistence per diem) expenses of ADMINISTERING AGENCY forces and its contractors and subcontractors claimed for reimbursement or as local match credit shall not exceed rates authorized to be paid rank and file STATE employees under current State Department of Personnel Administration ( DPA) rules. If the rates invoiced by ADMINISTERING AGENCY are in excess of DPA rates, ADMINISTERING AGENCY is responsible for the cost difference, and any overpayments inadvertently paid by STATE shall be reimbursed to STATE by ADMINISTERING AGENCY on demand within thirty ( 30) days of such invoice.

Program Supplement 10- 5456F15- F011- ISTEA Page 4 of 7 417
10- SJ- 0- LTRP
STPL- 5456( 021)

SPECIAL COVENANTS OR REMARKS
G. ADMINISTERING AGENCY agrees to comply with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirement for Federal Awards.

H. ADMINISTERING AGENCY agrees, and will assure that its contractors and subcontractors will be obligated to agree, that Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual PROJECT cost items.

I. Every sub- recipient receiving PROJECT funds under this AGREEMENT shall comply with 2 CFR, Part 200, 23 CFR, 48 CFR Chapter 1, Part 31, Local Assistance Procedures, Public Contract Code ( PCC) 10300- 10334 ( procurement of goods), PCC 10335- 10381 ( non- A& E services), and other applicable STATE and FEDERAL regulations.

J. Any PROJECT costs for which ADMINISTERING AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, 23 CFR, 48 CFR, Chapter 1, Part 31, and other applicable STATE and FEDERAL regulations, are subject to repayment by ADMINISTERING AGENCY to STATE.

K. STATE reserves the right to conduct technical and financial audits of PROJECT WORK and records and ADMINISTERING AGENCY agrees, and shall require its contractors and subcontractors to agree, to cooperate with STATE by making all appropriate and relevant PROJECT records available for audit and copying as required by the following paragraph:

ADMINISTERING AGENCY, ADMINISTERING AGENCY' S contractors and subcontractors, and STATE shall each maintain and make available for inspection and audit by STATE, the California State Auditor, or any duly authorized representative of STATE or the United States all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts and ADMINISTERING AGENCY shall furnish copies thereof if requested.

All of the above referenced parties shall make such AGREEMENT, PROGRAM SUPPLEMENT, and contract materials available at their respective offices at all reasonable times during the entire PROJECT period and for three ( 3) years from the date of submission of the final expenditure report by the STATE to the FHWA.

L. ADMINISTERING AGENCY, its contractors and subcontractors shall establish and maintain a financial management system and records that properly accumulate and segregate reasonable, allowable, and allocable incurred PROJECT costs and matching funds by line item for the PROJECT. The financial management system
Program Supplement 10- 5456F15- F011- ISTEA Page 5 of 7 418
10- SJ- 0- LTRP
STPL- 5456( 021)

SPECIAL COVENANTS OR REMARKS
of ADMINISTERING AGENCY, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles, enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices set to or paid by STATE.

M. ADMINISTERING AGENCY is required to have an audit in accordance with the Single Audit Act of 2 CFR 200 if it expends $ 750, 000 or more in Federal Funds in a single fiscal year of the Catalogue of Federal Domestic Assistance.

N. ADMINISTERING AGENCY agrees to include all PROGRAM SUPPLEMENTS adopting the terms of this AGREEMENT in the schedule of projects to be examined in ADMINISTERING AGENCY's annual audit and in the schedule of projects to be examined under its single audit prepared in accordance with 2 CFR, Part 200.

O. ADMINISTERING AGENCY shall not award a non- A& E contract over $5, 000, construction contracts over $ 10, 000, or other contracts over $ 25, 000 [ excluding professional service contracts of the type which are required to be procured in accordance with Government Code sections 4525 ( d), ( e) and ( fl] on the basis of a noncompetitive negotiation for work to be performed under this AGREEMENT without the prior written approval of STATE. Contracts awarded by ADMINISTERING AGENCY, if intended as local match credit, must meet the requirements set forth in this AGREEMENT regarding local match funds.

P. Any subcontract entered into by ADMINISTERING AGENCY as a result of this AGREEMENT shall contain provisions B, C, F, H, I, K, and L under Section 2 of this agreement.

3. Appendix E of the Title VI Assurances ( US DOT Order 1050. 2A) During the performance of this agreement, the ADMINISTERING AGENCY, ADMINISTERING AGENCY' S contractors and subcontractor, ( hereinafter referred to as the contractor") agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

Pertinent Nondiscrimination Authorities:

A. Title VI of the Civil Rights Act of 1964 ( 42 U. S. C. 2000d et seq., 78 stat. 252), ( prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.

B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, ( 42 U. S. C. 4601), ( prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal- aid programs and projects); C. Federal- Aid Highway Act of 1973, ( 23 U. S. C. 324 et seq.), ( prohibits discrimination on the basis of sex);
D. Section 504 of the Rehabilitation Act of 1973, ( 29 U. S. C. 794 et seq.), as Program Supplement 10- 5456F15- F011- ISTEA Page 6 of 7 419
10- SJ- 0- LTRP
STPL- 5456( 021)

SPECIAL COVENANTS OR REMARKS
amended, ( prohibits discrimination on the basis of disability); and 49 CFR Part 27; E. The Age Discrimination Act of 1975, as amended, ( 42 U. S. C. 6101 et seq.), ( prohibits discrimination on the basis of age);
F. Airport and Airway Improvement Act of 1982, ( 49 U. S. C. 4 71, Section 4 7123), as amended, ( prohibits discrimination based on race, creed, color, national origin, or sex); G. The Civil Rights Restoration Act of 1987, ( PL 100- 209), ( Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms programs or
activities" to include all of the programs or activities of the Federal- aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
H. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities ( 42 U. S. C. 12131- 12189) as implemented by Department of Transportation regulations at 49 C. F. R. parts 37 and 38; I. The Federal Aviation Administration' s Nondiscrimination statute ( 49 U. S. C. 47123) ( prohibits discrimination on the basis of race, color, national origin, and sex); J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low- income populations; K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency ( LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs ( 70 Fed. Reg. at 74087 to 74100);
L. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities ( 20 U. S. C. 1681 et seq).

Program Supplement 10- 5456F15- F011- ISTEA Page 7 of 7 420
ITEM 4. 16

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
ITEM: APPROVAL OF AGREEMENT AND LEASE, WITH
RICHLAND CROSSROADS, L. P. ( RICHLAND) AND A

QUITCLAIM DEDICATION TO RICHLAND
RECOMMENDATION: Adopt Resolution Approving an Agreement and Lease Related to CIP WW 20- 17 Surface Water
Discharge Project with Richland Crossroads, L. P. for
Percolation Pond 1 and a Quitclaim Deed of the
Property to Richland
SUMMARY:

On September 13, 2021, the Lathrop City Council approved a developer Funding Agreement with Richland Crossroads, L. P. ( Richland) for their share of the Surface Water Discharge Project ( Project) CIP WW 20- 17. As a condition of the agreement, Richland funded $ 1, 376, 996 as their share of the Project, with the understanding that the City would revert the 23. 15- acres Percolation Basin 1 back to Richland once the Project was operating and the Regional Water Quality Control Board ( Regional Board) amended the City' s discharge permit to eliminate the need for that land.

Richland needs to own the property for two years before selling it. Therefore, this request that the City authorize a transfer of ownership and retain its right to use the property through the lease agreement. Development of this property is in the City' s best interest, and there is no loss of use to the City if the property is transferred and a lease agreement is executed.

Staff is requesting that Council consider approval of a Lease Agreement with Richland Crossroads, L. P. ( Attachment B), which includes dedication by quitclaim deed of the percolation pond property to Richland.

BACKGROUND:

The Funding Agreement between the City and Richland required Richland to contribute a total of $ 1, 376, 996 toward the Project. Since then, Richland has funded this cost. Once the Project is complete and operational, Richland will receive 23. 15- acres of developable land that they had pledged to the City for percolation ponds.

Once the Regional Board amends the City' s discharge permit to eliminate the need for that land, the City will cease use of Percolation Pond 1, the lease will be cancelled and Richland will be able to use or sell the land for development. The quitclaim deed will be recorded after Council approves the lease, and the lease is signed by Richland and the City.
421
CITY MANAGER' S REPORT PAGE 2
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING

APPROVAL OF AGREEMENT AND LEASE, WITH RICHLAND CROSSROADS, L. P. ( RICHLAND) AND A QUITCLAIM DEDICATION TO RICHLAND REASON FOR RECOMMENDATION:

This will allow the City to return this land to Richland, while retaining the full use of the property by the City. Once the Regional Board amends the City' s discharge permit to eliminate the need for that land, the City will cease use of Percolation Pond 1, the lease will be cancelled, and Richland will be able to use or sell the land for development. The deed will be recorded after Council approves the lease, and the lease is signed by Richland and the City.

FISCAL IMPACT:

There is no fiscal impact to the City of Lathrop. Richland funded the cost to prepare the Lease Agreement. However, approval of the Lease Agreement with Richland which includes dedication of property to Richland will accelerate the time when the property can be sold and developed, resulting in revenue to the City from development.

ATTACH M ENTS:

A. Resolution Approving an Agreement and Lease Related to CIP WW 20- 17 Surface Water Discharge Project with Richland Crossroads, L. P.

Richland) for Percolation Pond 1 and a Quitclaim Deed to Richland B. Agreement and Lease with Richland Crossroads, L. P. for Percolation Basin 1 on D' Arcy Way, including exhibits,
o Exhibit A, Map of APN 198- 13- 54, 55, 56, and 57
o Exhibit B, Legal Description of the Leased Properties o Exhibit C, Project Funding Agreement Dated 9/ 13/ 2021 o Exhibit D, Quitclaim Deed
422
CITY MANAGER' S REPORT PAGE 3
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING

APPROVAL OF AGREEMENT AND LEASE WITH RICHLAND CROSSROADS, L. P. ( RICHLAND) AND A QUITCLAIM DEDICATION TO RICHLAND

APPROVALS
Ir~—`' 1 F'-oR I- 2 22
Brad Taylor Date
Land Development Manager
2 Glenn Gebhardt Date
City Engineer
S- y- zo22
Michael King Date
Public Works Director
7/ o DaoZ
Cari Jam s Date
Finance ector
s . z.- z
Saivador Navarrete Date
City Attorney
S •S •ZZ
Stephen ). Salvatore Date
City Manager
423
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING AN AGREEMENT AND LEASE RELATED TO CIP WW 20- 17 SURFACE WATER DISCHARGE WITH RICHLAND CROSSROADS, L. P.

RICHLAND) FOR PERCOLATION POND 1 AND A QUITCLAIM DEED TO

RICHLAND
WHEREAS, the City Council approved a Funding Agreement with Richland Crossroads, L. P. ( Richland) on September 13, 2021, to fund their share of the Recycled Water River Discharge Project that will support the transition from land application to river discharge; and
WHEREAS, Richland complied with the Funding Agreement and funded 1, 376, 996 as their share of the Project, with the understanding that the City would return the 23. 15- acre Percolation Basin 1 to Richland once the Project was operating and the Regional Water Quality Control Board ( Regional Board) amended the City' s discharge permit to eliminate the need for that land; and WHEREAS, Richland has requested that the City deed the 23 acre property to them now, and enter into a Lease Agreement ( Attachment B to the City Manager' s Report) to provide the City with full use of the property until the land is formally released by the Regional Board; and
WHEREAS, development of this property is in the best interest of the City, and there is no loss of use to the City if the property is transferred and a lease agreement is signed; and
WHEREAS, once the Regional Board amends the City' s discharge permit to eliminate the need for that land, the City will cease use of Percolation Pond 1, the lease will be cancelled and Richland will be able to use or sell the land for development. The quitclaim deed will be recorded after Council approves the lease, and the lease is signed by Richland and the City; and
WHEREAS, staff is requesting that the Council approve a Lease Agreement with Richland Crossroads, L. P. which includes approval of a quitclaim deed ( Exhibit D to the lease agreement attached on Exhibit B to the staff report accompanying this resolution) to dedicate the 23. 15- acre Percolation Basin 1 to Richland.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the Lease Agreement with Richland Crossroads, L. P., including the quitclaim deed for the 23. 15- acre Percolation Pond 1, and allows the City Manager and City Attorney to make minor adjustments as required and allow staff to release the 23. 15 acres of land to Richland upon full execution of the lease. 424
The foregoing resolution was passed and adopted this 16t" of May 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO ORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 425

ATTACHMENT B
AGREEMENT AND LEASE BETWEEN RICHLAND CROSSROADS, L.P.

AND THE CITY OF LATHROP FOR
PERCOLATION BASIN 1 ON D' ARCY WAY
This Lease ( the " Lease") is entered into in Lathrop, San Joaquin County, California on, and is effective as of, May 16, 2022 (" Effective Date"), by and between the City of Lathrop, a general law City incorporated in the State of California (" TenanY' or " City") and Richland Crossroads, L.P., a California limited partnership (" Landlord" or " Richland"). Together, the City and Richland are the " Parties" to this Lease; separately, each is a " Party" hereto.

RECITALS
A. City is the fee owner of the four separate parcels ( APN 198- 13- 54, 55, 56, and 57), as shown on Exhibit A and described on Exhibit B attached hereto ( the " Lease Properties"), upon which is constructed Percolation Basin 1 (" PB- 1"), used by City to dispose of recycled water.

These parcels total approximately 23. 15 acres and are subject to a reversionary right in favor of Richland and/ or its successors or assigns, upon the happening of certain specified events.

B. City approved a Project Funding Agreement dated September l3, 2021, with Richland, a copy of which is attached hereto as Exhibit C ( the " Funding Agreement"). The Funding Agreement committed Richland to paying $ 1, 376, 966 toward their share of the Surface Water Discharge Project CIP WW 20- 17 (" ProjecY') designed to dispose of recycled water into the San Joaquin River. Richland has provided that funding to City, pending Final Accounting per Section 3 of the Funding Agreement.

C. In Section M of the Funding Agreement Recitals, City committed to return the Lease Properties to Richland when certain conditions had been met:

Once DEVELOPER ( Richland) pays their share of Project Costs, the Project is constructed, City has been given approval to operate the Project by the Central Valley Regional Water Quality Control Board(" CVRWQCB"), and the CVRWQCB waste discharge permit has been amended to remove the need for storage ponds, spray fields and percolation basins, allowing the ponds, spray fields and percolation basins to be used for development purposes, City will deed the parcels noted in Exhibit " A" ( of Funding Agreement) to the DEVELOPER that deeded the land to City. The exception is the two ponds retained by City that are part of the Proj ect.

D. City estimates the conditions noted in Recital C of this Lease will be met by June 2023, but that date could be accelerated or delayed by a
variety of factors. Richland has asked City to
transfer fee title to Lease Properties now, and at the same time enter into a Lease with City to allow City to continue to use Lease Properties for disposal of recycled water as it has done in the past until the conditions in Recital M of the Funding Agreement have been satisfied.

E. City is willing to transfer fee title of Lease Properties via a quitclaim deed to Richland upon City Council approval of the Lease, and receipt of that approved Lease fully executed by Richland. 2514342. DOCX; 2} j426
F. Richland has agreed to fund City staff time to prepare, get City Council approval and execute and record this Lease.

G. If, and to the extent, the Funding Agreement and this Lease are inconsistent, the Parties agree this Lease shall control.

AGREEMENT
NOW, THEREFORE, for good and sufficient consideration, the receipt of which is hereby acknowledged and conclusively presumed to be true notwithstanding California Evidence Code Section 622, Landlord and Tenant agree to all of the foregoing matters, incorporated herein by reference, along with each attached exhibit, and as follows:

1. Lease of the Lease Properties. On the terms and subject to the conditions in this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the real property ( the Lease Properties") in the County of San Joaquin, State of California, including approximately

23. 15 acres, described more particularly on attached Exhibit B.

2. Term of Lease. The term of this Lease ( the " Term") shall commence on May 16, 2022 the Effective Date defined above) and end when the conditions in Funding Agreement Recital M have been satisfied. City will execute and record a quitclaim deed to Richland in a form equivalent to Exhibit D to this Lease upon receipt by the City of a fully executed Lease that has been approved by City Council. Richland continues to be subject to the Funding Agreement, including Final Accounting in Section 3.

3. Rent. The base rent ( the " Rent") for the entire Term is $ 1. 00 dollar which Rent is all due and payable in arrears on or before the end of the Lease Term. As additional rent, the City agrees to pay for all costs to obtain permits noted in Recital M of the Funding Agreement. City may remove any infrastructure on the Lease Properties, but is not required to do so.

4. Use of Leased Properties. The Lease Properties are leased to Tenant for the following and no other purposes:

4. 1 Dispose of recycled water as allowed in the CVRWQCB disposal permit.

4. 2 To the extent necessary, for the City to take all such reasonable actions to obtain agency permits necessary to construct and operate the Project and remove PB- 1 from the CVRWQCB disposal permit. Richland will be responsible ( a) to remove any infrastructure related to PB- 1 that remains on the Lease Properties upon the date of termination of this Lease, and ( b) to decommission all monitoring wells located on the Lease Properties in accordance with County requirements, prior to receiving a building permit or certificate of occupancy for the Lease Properties.
2514342. DOCX; 2} 2-
427

5. Covenants and Agreement.

5. 1 Removal of PB- 1 Infrastructure. Tenant has the right, but not the obligation, at Tenant' s sole cost and expense, to remove any or all of the PB- 1 infrastructure from the Lease Properties prior to the expiration of the Term. As noted in Recital " O" of the Funding Agreement, any costs required to remove constructed facilities on property to be returned by City to DEVELOPER( Richland) will be paid solely by DEVELOPER. Property will be returned" As Is".

5. 2 Compliance with Ap licable Law. Tenant shall, at Tenant' s cost and expense, comply with all laws, ordinances, rules, regulations, requirements, and orders, existing and future, of any federal, state, county, or municipal governments, regulatory agencies, and all decisions made by courts of competent jurisdiction (" Applicable Law") which may in any way apply to the use of the Lease Properties, the decommissioning of PB- 1, obtaining the CVRWQCB Decommissioning Approval, and delivery of the Lease Properties to Landlord at the end of the Lease Term without impairing any conditional of approval otherwise imposed on Landlord or adversely affecting the issuance or continued validity of any permit, approval or other authorization issued by or pending issuance by the City related to the development of the Lease Properties after the Lease Term ends.

5. 3 Landlord Permit and Entitlement Rights. Subject to the requirement to decommission monitoring wells in Section 4. 2 of this Lease, Landlord shall have the right at any time during the Term to make application for and process building plans for the development of the Lease Properties. Tenant agrees to diligently and timely process a11 consistent building permit applications filed by Landlord. Landlord agrees not to have issued, and Tenant shall not be obligated to issue, any building permit until the expiration or earlier termination of this Lease.

6. Operatin Costs. Tenant shall pay all costs in connection with Tenant' s operations on the Lease Properties, including but not limited to costs of maintaining and operating PB- 1; costs of tools and labor, electricity, tele-communications and other utilities.

7. Taxes and Assessments. While the Lease Properties are owned in fee by City, the Lease Properties are not subject to property tax or assessments. During the Lease Term, Landlord shall be responsible for the payment of real property taxes ( including taxes imposed under the MelloRoos Community Facilities District Act) or assessments, if any, levied on the Lease Properties, as well as any transfer taxes that may be levied as a result of this Lease. On demand, Landlord shall provide Tenant satisfactory evidence of payment of all such taxes before delinquent.

8. Insurance. Prior to any entry onto the Lease Properties by Tenant and/ or any of Tenant' s licensees or invitees and at all times during the Lease Term, Tenant shall maintain self-insurance, or pooled self-insurance, on terms substantially the same as those on which Tenant self-insures its other real property to protect both Tenant and Landlord, which expressly shall be named and maintained during the Lease Term as an additional insured, against liability and personal, environmental and property damage on the Lease Properties. 2514342. DOCX; 2} 3-
428

9. Maintenance. Tenant shall, at Tenant' s expense, keep and maintain the Lease Properties, all improvements on the Lease Properties including the PB- 1 infrastructure, and all facilities appurtenant to the Lease Properties, in good order and repair and in as safe, secure, and clean a condition as they were on the Effective Date, except as necessary to diligently decommission PB1.

10. Waste or Unlawful Use. Tenant shall not cause, commit, or permit others to commit, directly or indirectly, through action or inaction, any waste or nuisance on the Lease Properties.

Tenant shall not use or permit the use of the Lease Properties for any unlawful purpose. Reuse or disposal of reclaimed water on the Lease Properties, in accordance with Applicable Law shall not constitute waste, nuisance or an unlawful purpose.

11. Alterations. Other than the optional removal by Tenant of the PB- 1 infrastructure, Tenant shall not make any alterations, diminishments or improvements to the Lease Properties.

12. Acceptance by Tenant. Tenant was the owner of the property that includes the Lease Properties immediately before the Effective Date of this Lease, and is familiar with the Lease Properties. TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD AND

LANDLORD' S AGENTS OR EMPLOYEES HAVE NOT AT ANY TIME MADE AND

ARE NOT NOW MAKING, AND LANDLORD, FOR ITSELF AND FOR EACH OF

THEM, SPECIFICALLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW,ALL WARRANTIES, REPRESENTATIONS OR GUARANTIES OF

ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASE PROPERTIES. Tenant accepts the Lease Properties, the PB- 1 infrastructure and the improvements on the Lease Properties and facilities appurtenant to the Lease Properties in its ASIS, WHERE- IS, AND WITH ALL FAULTS, IF ANY condition, as of the Effective Date.

Tenant acknowledges, accepts, and agrees to be bound by Landlord' s representations and disclaimers herein regarding the condition and utility of the Lease Properties.

13. Indemnification of Landlord. Tenant agrees that throughout the Lease Term and thereafter as to events occurring during the Lease Term, Tenant will indemnify, defend with the same counsel that defends Tenant ( or other counsel acceptable to Landlord, as determined by Landlord in its reasonable discretion), protect and hold Landlord harmless from all damages, injuries, claims and expenses( including, without limitation, actual and reasonable attorneys' fees and costs of defense) arising from Tenant' s possession, occupancy and use of the Lease Properties, including, without limitation, decommissioning activities taken on or for the benefit of the Lease Properties. The obligations of Tenant under this Paragraph 13 survive termination or expiration of this Lease.

California Civil Code 2778( 2), which provides that " 2. Upon an indemnity against claims, or demands, or damages, or costs, expressly, or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof;" is waived and does not apply to this Lease.

14. Assignment and Subleasing.

14. 1 By Tenant. Without the consent of Landlord, which may be granted, conditioned or withheld in Landlord' s sole discretion, Tenant may not assign, delegate or sublease all or any interest, right or obligation in this Lease that exists for the benefit of or is imposed on Tenant. 2514342. DOCX; 2} 4-
429

14. 2 By Landlord. During the Lease Term, Landlord may hypothecate, encumber, pledge, assign, transfer, or convey its Fee Title ( or any other estate in land that does not impair Tenant' s lease estate) in the Lease Properties provided, however, that Landlord shall provide Tenant at least thirty ( 30) days' prior notice of any such action. Tenant shall within thirty (30) days of the request of Landlord, execute, acknowledge and deliver to Landlord an agreement to subordinate its rights under this Lease to any mortgage or deed of trust now or hereafter in force against the Lease Properties, subject to Landlord obtaining for the benefit of Tenant a subordination, non- disturbance and attornment agreement, on such commercially reasonable form as may be required by the applicable holder of any such mortgage or deed of trust. Tenant covenants and agrees that in the event that any proceedings are brought for the foreclosure of any mortgage or deed of trust, or the giving of a deed in lieu thereof, it shall attorn to Landlord' s successor in interest as its landlord.

15. Default

15. 1 Events of Default. The occurrence of any of the following shall constitute a material default and breach of this lease:

15. 1. 1 One or more failures by Tenant to observe and perform each and every provision of this Lease to be observed or performed by Tenant including, without limitation, provision of self-insurance under Paragraph 8 of this Lease.

15. 1. 2 One or more failures by Landlord to observe and perform each and every provision of this Lease to be observed or performed by Landlord including, without limitation, payment of taxes under Paragraph 7 of this Lease.

15. 2 Notice and Oppartunity to Cure by Tenant. Upon a breach of this Lease by Tenant not involving the payment of Rent or any other monetary amount due hereunder, Landlard shall give written notice to Tenant describing the breach and identifying what acts must be undertaken to cure such breach. Upon receipt of such notice, Tenant shall immediately commence and shall have thirty( 30) days to cure such breach. Upon Tenant' s failure to timely cure the breach, Landlord may pursue such remedies as are available at law or equity including self-help, to the fullest extent permitted by Applicable Law; provided, however, that Landlord may not terminate this Lease or evict Tenant from possession of the Leased Premises unless the cure period has expired without the required cure having been effected. Nothing provided in this Lease, however, shall prevent Landlord from terminating this Lease upon a failure of Tenant to pay the Rent ar other monetaiy obligation due hereunder, or otherwise.

15. 2 Notice and Opportunity to Cure by Landlord. Upon a breach of this Lease by Landlord not involving the payment of any monetary amount due hereunder, Tenant shall give written notice to Landlord describing the breach and identifying what acts must be undertaken to cure such breach. Upon receipt of such notice, Landlord shall immediately commence and shall have thirty( 30) days to cure such breach. Upon Landlord' s failure to timely cure the breach, Tenant may pursue such remedies as are available at law or equity including self-help, to the fullest extent permitted by Applicable Law; provided, however, that Tenant may not terminate this unless the cure period has expired without the required cure having been effected. Nothing provided in this Lease, however, shall prevent Tenant from terminating this Lease upon a failure of Landlord to pay taxes or other monetary obligation due hereunder, or otherwise. 2514342. DOCX; 2}
430

16. Specific Performance; Damages. In the event of any breach of this Lease, Landlord or Tenant may obtain a remedy in specific performance to enforce an express obligation of Tenant or Landlord under this Lease to make a payment or to perform any of its obligations hereunder and may recover damages from Tenant or Landlord as otherwise provided in this Lease.

17. Condemnation, Damage and Destruction.

17. 1 Condemnation.

17. 1. 1 No City Condemnation. Tenant expressly agrees for itself and each governmental sub- agency within its control that it will not cause or allow an eminent domain proceeding to be commenced or pursued in its name or on its behalf or assign any such claim to another agency that but for this restriction would be permitted to do so.

17. 1. 2 Coo eration to Resist Taking. If any public or quasi- public agency or entity other than Tenant or an agency controlled by Tenant) attempts to take all or part of the Lease Properties under the power of eminent domain during the Lease Term, Landlord and Tenant shall cooperate in good faith, each at its own expense, to prevent or, as applicable, terminate the taking.

If such taking succeeds as to the whole of the Lease Properties despite those efforts, this Lease shall terminate as of the effective date of such taking. If only a portion of the Lease Properties is taken, this Lease shall terminate as of the effective date of such taking only with respect to that portion of the Lease Properties taken.

17. 1. 3 Condemnation Award. Upon any taking or condemnation of all or any portion of the Lease Properties, there shall be no refund of any Rent hereunder, any and all damages and compensation awarded or paid as a settlement or otherwise because of a taking of the leasehold interest in the Lease Properties shall be paid to Tenant, and any and all damages and compensation awarded or paid as a settlement or otherwise because of a taking of the fee interest in the Lease Properties shall be paid to Landlard.

17. 2 Dama e or Destruction. Ifthe Lease Properties are damaged or destroyed, in whole or in part, whether by reason of high waters or from any other cause or reason whatsoever, Landlord shall have no obligation to restore or repair the Lease Properties, and Tenant shall not be released from any obligations under this Lease, nar shall this Lease terminate.

18. Oil, Gas, and Mineral Ri ts. Landlord reserves all rights in any and all minerals, oil, gas, and other hydrocarbons located in, on or under the Lease Properties, provided, however, that during the Lease Term, Landlord shall have no right of surface entry in the Lease Properties.

Nothing in this section limits Landlord' s right of surface entry, as necessary, in an emergency, to comply with Applicable Law and as environmental circumstances and environmental laws make prudent and/ or necessary.

19. Attorneys' Fees. In the event of any claim, dispute or controversy arising out of or relating to this Lease, including an action for damages, specific performance or other equitable relief and/ or declaratory relief, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorneys' fees and costs actually incurred, including, but not limited to, telephone calls, photocopies, fees for testifying and consulting expert witnesses, and travel, in amounts fixed by the court. Recoverable costs are based on this Lease and are in no way limited by the California Code of Civil Procedure, the California Civil Code, or other law or judicial decision. Such recovery 2514342. DOCX; 2]
431
shall include, but not be limited to, court costs, out-of-pocket expenses and actual and reasonable attorneys' fees on appeal, if any, or in connection with the enforcement of any judgment. The prevailing party in any such dispute shall be determined pursuant to California Civil Code Section 1717.

20. Notices. Notices allowed or required hereunder shall be made in writing and ( a) mailed by certified mail, return receipt requested, postage prepaid, ( b) personally delivered, ( c) delivered by nationally recognized overnight courier, or( d) sent via facsimile with a confirmation by telephone, to Landlord or Tenant at all the addresses set forth below or such other address as either may designate by notice to the other. Notices shall be deemed ( i) given and received when personally delivered, ( ii) given when mailed and received on the second business day after mailing ( iii) upon delivery receipt or refusal; ar ( iv) on the next business day if delivered by a nationally recognized courier with next business day delivery specified. The sender of each such notice shall pay or make arrangements to pay all delivery costs. Addresses specified in this section may be changed using the procedures in this section to any other( or additional) address located in the State of California.

TO TENANT:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Attn: City Manager & Public Works Director
With a copy to:

City Attorney
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
TO LANDLORD:

Richland Crossroads, L.P.
3161 Michelson Drive, Suite 425
Irvine, CA 92612
Attn. Craig Cristina

21. Binding on Heirs and Successors. This Lease and each of its provisions shall be binding on and shall inure to the benefit and burden of the parties to this Lease and their respective successors in interest, and permitted assigns.

22. Time of Essence. Time is of the essence of this Lease and of each provision contained within it, and each provision is made and declared to be a material, necessary, and essential part of this Lease.
2514342. DOCX2} 7-
432

23. Entire A reement. This Lease, including all exhibits attached hereto and incorporated by reference, and the Project Funding Agreement collectively represent the entire agreement between Landlord and Tenant with respect to the subject matter hereof and supersede all prior agreements and understandings, whether oral or written, between Landlord and Tenant with respect to the subject of this Lease. No other representations, covenants, undertakings or other prior or contemporaneous agreements, oral or written, respecting those matters, which are not specifically incorporated herein, may be deemed in any way to exist or to bind either Landlord or Tenant with respect to the subject matter of this Lease. Landlard and Tenant each acknowledge that it has not executed this Lease in reliance on any promise, representation or warranty not specifically included in this Lease or in the Project Funding Agreement.

24. Further Acts. As is commercially reasonable under the circumstances then existing, Landlord and Tenant agree to perform such further acts and to execute and deliver such further instruments as are reasonably necessary to accomplish the intent and purpose of this Lease.

25. Effect of Partial Invaliditv. If any provision of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions of the Lease shall remain in full force and effect consistent with the unaffected portions hereof.

26. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions. Venue for any action with respect to this Lease shall lie in the state courts of California in San Joaquin County, California. Landlard and Tenant, each for itself, hereby consent to personal jurisdiction of all such courts located in San Joaquin County, California, for purposes of any suit or action to interpret, enforce, or otherwise with respect to, this Lease.

27. Counterparts. This Lease and any modifications hereto may be executed in any number of counterparts with the same force and effect as if executed in the form of a single document, all of which the executed counterpart documents will constitute. This Lease and all documents eXecuted pursuant hereto other than documents that require notarization and/ or must be recorded may be executed and transmitted electronically, with the same effect as original ink signatures would have.

28. No Third- Party Beneficiaries. Tenant intends to hold the Lease Properties as a part of the City' s wastewater utility and as a recycled water percolation pond until the requirements in Section M of the Funding Agreement have been satisfied. However, no customer of Tenant' s ( or any affiliated public or private) wastewater utility or any developer of property served by Tenant' s wastewater utility, or any other person or entity that other than Tenant has, by virtue of those facts alone, any interest in any particular Percolation Pond operated by Tenant. There are no third- party beneficiaries to this Lease, intended, incidental or otherwise and this Lease does not create any rights of any kind in any person, firm or entity other than the Parties.

29. Assistance of Counsel and Advisors. Landlord and Tenant, each for itself, warrant as follows:

29. 1 Assistance of Counsel and Other Advisors. It either had the assistance of its own independent legal counsel and tax and other advisors or had such counsel and advisors available to it, in connection with the negotiation, drafting, and execution of this Lease. 2514342. DOCX2}
433

29. 2 Authoritv. It authorized the execution of this Lease and that each person signing this Lease on its behalf has the power, the right and all authority necessary to bind the party on whose behalf it signs this Lease to this Lease and, by its signature, does so. To effectuate this Lease, the parties have caused their duly authorized representatives to execute this Lease as of the Effective Date.

29. 3 No Presumption Re a g Drafter. The terms and conditions of this Lease have been negotiated and discussed by and among the Parties and their attorneys, and that this Lease reflects their mutual agreement. Because of the nature of the negotiations and discussions, the Parties agree that it would be inappropriate to deem any party to be the drafter of this Lease or any specific provision herein, and therefore no presumption for or against validity, enforceability or as to any interpretation hereof, based on the identity of the drafter, shall be applicable in interpreting or enforcing this Lease.

IN WITNESS WHEREOF, Landlord and Tenant each have executed this Lease to be effective as of the Effective Date, regardless of the date( s) on which it is signed.

TENANT LANDLORD
CITY OF LATHROP, Richland Crossroads, L.P.
a municipal corporation a California limited Partnership By: By:

Its: Its:

Approved as to for .

S- z 2-cnZSalvador Navarrete,
City Attorney
2514342. DOCX; 2} 9-
434

EXHIBIT A
MAP OF APN 198- 13- 54, 55, 56, AND 57
2514342. DOCX; 2}
435

EXHIBIT A
7hraolrPutl' o7tLanJ. x^usuenuslut taaxexx. airritauJn2t¢ 7roanfCuur( syrupert} tnxr CuurusmrAr. uu eqe¢ reradur r9 anGti. acpiestastmpuwd st d ' t r mi.. a c r anzr. n7- rehqb tiorxuthenfti( voftnrittormvtten t* i i ta s ixa enG Tkt^rfotr tt i i . ., . . . , re r atn imeraAr i t crriAc a :- iuy ean. a crr2pmkM ri . . u daefpra: i , u d. v.„ e s ir„ rrsckrerartsw hnn:., . tu. cmrnt s
EiRqtO
R x. a }+ ai a x ^ A
9p . GOGDF.M i S a s' D
s E [ LEV tt t; t' g Ut m s ' . i
x
4+
t
r AC4NrHfr c`p:
5 " yy£,,, i : •
R4,ql{,yAY 7%
Y _ ' e q
lNTERS7AT i O + t
r 2 M
i.)} i' DUTE z
yANL AN f
y
i
w() s . . • ( o)• ,
r—
Qi1'O y .
u
y , . a
W; n
p ` ..
m -
2 p
k
l
O L Z Z'i
L
p'A
I
m i . n
O
N
p
Or Q ,
f Z

1.Ni 7 Nlfn n"
V
c m
D
A a i
z h ' D N x MV c
t / R'"f/Y 0
s AR/fyyq a
2 t'
p
Y ; 03
i ` b ' ia , ti
I
i`' rn t a : Q
p ; 1 >
C oy ° t E m D
M $ n p . }n°') 1.:! z
e
I
2 » 8q. S. iu X
T..,_ _ . c.
t_. °' j f...ti_ ` — —.,..,_..._.,___. ———
z __,- ___- D t 8 <
5 iw " m 2 aa
S
rc''i), i Y , D
s* n(),, r` .
tip
q',) AA
y
O °(
i
1 lQl ^
n
o
c{ ) , ty , yy
m ,' o
R
4 '+ - Nw
c` • G. •
m' . (+
y
a
L
il
Y .

SA; i
z
i;• „ , N
e G_
avd m a
n aay.a:; ; : : ' ss g= ;
c
o
r,,
m
D ,
z
3 p
iux >- .
h v h
e
x ' o
zb e
K w
g y
t; F" 5 a
r=-14 :< b 1; ; m t ' I . `'[
p
CO
i aq
ir tA r
y
r'
1 s - a N W i '
436

EXHIBIT B

LEGAL DESCRIPTION OF THE LEASE PROPERTIES
25 L4342. DOCX; 2} 11-
437

EXHIBIT

LEGAL DESCRIPTION
PERCOLATION POND 1
RICHLAND CROSSROADS, L.P.

CTTY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA

CERTAIN REAL PROPERTY SITUATE IN THE CTTY OF LATHROP, COUNTY OF SAN JOAQUIN, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCELS 7, 8, 9 AND 10, AS SAID PARCELS ARE SHOWN ON THE MAP ENTTI' LED PARCEL MAP 03- 01- PM, RICHLAND PLANNED COMMUNITIES INC.", FILED JULY 28, 2004, IN BOOK 23 OF PARCEL MAPS AT PAGE 47, OFFICIAL RECORDS OF SAN JOAQUIN COUNTY.

CONTAINING 23. 15 ACRES, MORE OR LESS.
438

EXHIBIT C
PROJECT FUNDING AGREEMENT DATED SEPTEMBER 13, 2021
2514342. 11OCX; 2) I Z439

PROJECT FUNDING AGREEMENT
By and Among the City of Lathrop, California, a Municipal Corporation and
Richland Crossroads, L.P.
for
The City' s Project Costs Related to the
Surface Water Discharge Project CIP WW 20- 17
This Project Funding Agreement ( the " Agreement") is rnade and entered into this 13 h day of
September 2021 (' Bxecution Date"), by and between the CITY OF LATHROP, a municipal corporation ( hereinafter " CITY") and Richland Crossroads, L.P., a California limited partnership ( hereinafter " DEVELOPER"). The three developers listed in Exhibit A and CITY are referred to herein, individually as " party" or " Developer", and collectively as the " parties." The Effective Date shall be the date upon which all of the Developers execute this same form of agreement.

RECITALS
A. CTTY currently operates the Lathrop Consolidated Treatmenl Facility(" LCTF"). CITY and DEVELOPER and other developers, set forth in Exhibit " A" (" Project Costs"), desire to modify the LCTF and to construct a pipeline to dispose of highly treated effluent(" Recycled Water") from the LCTF via a surface water discharge to the San Joaquin River ( the River"). This will require acquisition of a National Pollutant Discharge Elimination System (" NPDES") permit from the Central Valley Regional Water Quality Control Board CVRWQCB") plus perinits from several other State of California and Federal agencies to construct the pipeline.

B. CITY cui•rently possesses discharge permits with the CVRWQCB for the LCTF that requires recycled water to be disposed of on land for agricultural purposes, or as irrigation of urban landscaping ( medians and side street landscaping). At buildout of CITY, the ponds required to hold this recycled water during the winter, and lands required to dispose of the effluent, would cover roughly 1, 500 acres of potential development land at a cost of over 200 million.

C. The Surface Water Discharge Project CIP WW 20- 17 ( the " Project") is designed to deliver recycled water to thc River and includes construction of improvements at the LCTF to dechlorinate the recycled water, construction of a pipeline from the LCTF to and over the River levee, and construction of an outfall structure to be built within the River.

D. As a condition of receiving the NPDES permit, the RWQCB will require CITY to maximize use of recycled water for urban irrigation, including parks and street landscaping. The Project costs therefore include the cost of permanent storage ponds to allow the recycled water system to operate when the city is built- out.
440
E. The Project includes purchasing two ponds from River Islands Development, LLC (" River Islands") that would otherwise have been returned to River Islands under the right of reverter included in the deeds originally dedicating the property to CITY. Of the seven existing storage ponds currently available to CITY for storage of recycled water, the two River Island ponds are in locations most useful to the recycled water system and are located in portions of the City where the development land value is lowest.

F. River Islands has agreed to accept the $ 6. 1 million in reimbursement and fee credit for its ponds, pump stations and pipeline as a credit toward River Islands pro rata share of the Project. Accordingly, River Islands shall not pay any future wastewater disposal fees or charges towards the Project on future building permits. In addition, once the Project Costs as defined below) have been paid by DEVELOPER in accordance with Exhibit A, then DEVELOPER shall not pay any future wastewater disposal fees or charges towards the Project on future building permits, to the extent DEVELOPER acquires and retains surface water discharge disposal capacity with this agreement.

G. CITY, with funding from CITY sewer connection fees, contracted for the design and permitting of the Project. The consultant cost for this preliminary work ( approximately 2,049, 448 to date) is part of the total funding obligation of all stakeholders participating in the Project.

H. DEVELOPER, as well as the other stakeholders who have requested capacity in the Project, is required to fund their pro- rata share of the design, permitting, program manabement, CEQA preparation and construction as detailed in the attached Exhibit " A" and under the terms and conditions of this Agreement. This funding commitment may also include funds that were deposited to CITY to guarantee construction of sprayfields and ponds that would be deemed unnecessary by C1TY once the Project is commissioned and recycled water discharged to the San Joaquin River, assuming DEVELOPER agrees to commit these funds to the Project.

1. At the City' s request, River Islands funded two City contracts when work on the Surface Water Discharge Project began in 2019, including $74,939 for a contract between the City and Robertson- Bryan, Inc ( RBI) on January 14, 2019, plus $ 91, 287 for a contract between the City and Ascent Environmental on June 10, 2019, and these funds were understood to be treated as a credit toward River Islands share of Project Costs.

J. Estimated Project Costs shown in Exhibit A will be incurred to provide design and construction for the Project to serve the City at buildout.

K. DEVELOPER' s full payment of DEVELOPER' s proportionate Project Costs will be due within 10 days after CITY award of the construction contracts far the Project. If any developer prefunds costs prior to the deadline for full payment for all the Project Costs, DEVELOPER' s prefunded contribution will be credited to their share of the total Project Costs. If any PARTICIPANT fails to provide the funds required in their Project Funding Agreement within the 10- day time limit, the cost of that PARTICIPANT' s share will be immediately increased by adding 20°lo to the cost, plus an additional 10% per year for thc time between the l0-day time limit and the date the full payment is made, unless an alternative payment schedule is agreed upon between the City and the PARTICIPANT. 441
L. The estimated Project Costs include the individual developer' s costs to modify the CVRWQCB waste discharge permit to allow their sprayfields and ponds or percolation pond to cease being used by the City and returned to them pursuant to the right of reverter contained in the deeds originally dedicating the property to the City.

M. Once DEVELOPER pays the share of Project Costs, the Project is constructed, CTTY has been given approval to operate the Project by CVRWQCB, and the CVRWQCB waste discharge permit has been amended to remove the need for storage ponds and spray fields as noted in Exhibit A, and allowing the ponds and spray fields to be used for development purposes, the City:
a. Will deed the parcels noted in Exhibit A to the Developer that deeded the land to the City. The exception is the ponds retained by the City that are parl of the Project; and N. CTTY will make sewer disposal capacity available to DEVELOPER in the Project at the capacity identified in Exhibit " A" provided DEVELOPER fulfills all terms and conditions of, pays its proportionate share of Project Costs.

O. Any costs required to remove constructed facilities on sprayfields or storage ponds to be returned by CITY to DEVELOPER will be paid solely by DEVELOPER. Property will be returned " As Is".

P. Following construction of the Project, a capital facility fee will be created to recover costs incurred by CITY in consultant cost for this preliminary work and in the consh-uction costs funded by CITY, but shall not apply to DEVELOPER as they have paid their share of Project Costs under this Agreement.

Q. Exhibil A includes the low bid costs received by the City on July 13, 2021, as highlighted in that Exhibit.

NOW THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, CITY and DEV LOPER hereby agree as follows:

AGREEMENT

1. Incorporation of Recitals. The parties agree that the foregoing Recitals are true and correct, and are incorporated as a part of this Agreement as if set forth in full herein.

2. Pro Rata Share.
a. DEVELOPER agrees to provide One Million Thi•ee Hundred Seventy- Six Thousand Nine Hundred Sixty- Six Dollars ($ 1, 376, 966. 00) to CITY as their pro- rata sliare of the total Project Casts as detailed in Exhibit " A". This amount must be provided prior to but no later than 10 days after the City awards the construction contract for the Project.
442
i) Construction timing is critical, and cannot be delayed due to nonpayment by any Developer. If any Developer fails to contribute its entire pro- rata share of Project Costs set forth in these Funding Agreements within ten ( 10) days after the City awards the construction contract for the Project, or other such timeline as may be agreed to between CITY and Developer, then ( A) CITY shall advance the noncontributing Developer' s partion of Project Costs, and ( B) ) the non- contributing PARTICIPANTS portion ofthe Project Costs will be immediately increased by 20%o of the Cost in this Agreement, plus an additional 10% per year of delay from the date ten ( 10) days after the CTTY awards the construction contract for the Project to the date the full, increased by 20°Io share is paid to City, and ( C) such noncontributing Deveioper' s discharge capacity allocation shall not be available until such non- contributing Developer' s portion of Project Costs is paid in full. The result will be that non- contributing Developers shall continue to be responsible to provide Storage and disposal capacity for their Surface Water Discharge Capacity Allocated as identified in Exhibit A and their " Land Returned to Developers" identified in Exhibit A shall be retained by the City until such time as their portion of Project Costs are paid in full.

3. Final Accountin.
a. CTTY shall provide a draft final accounting of all construction costs incurred by CITY in connection with the Project( the" Final Accounting") to DEVELOPER not later than 90 days after final completion and CITY aceeptance of the Project. DEVELOPER acknowledges that the Final Accounting may include costs that exceed the estimates (" Excess Costs"). b. DEVELOPER shall have the right to review and approve the Final Accounting, which review and approv l sh ll be provided, if at all, within 10 business days after DEVELOPERS' receipt of the Final Accounting. If any Developer has not timely provided its written approval or comments, if any, then such Developer shall be deemed to have approved the Final Accounting. Subject to the foregoing, CTTY and Developers will work together to resolve any questions raised regarding the draft Final Accounting prior to it becoming final. c. Once all Developers approve the Final Accounting, ( A) CTTY shall notify all Developers of such agreement(" Notice of A roval of Final Accountin and( B) all Developers shall pay their respective share of any" Excess Costs" as set forth in the Final Accounting within thirty( 30) days after receipt ofthe Notice of Approval of Final Accounting. The Notice of Approval of Final Accounting shall attach the approved Final Accounting, the pai-ties' final allocations of the Excess Costs applicable to each Developer. d. If any Developer fails to contribute its share of Excess Costs set forth in the Final Accounting within thirty ( 30) days aftec receipt of the Nolice of Approval of Final Accounting, then, similar to Section 2 ( a)( i) above, CITY shall advance the noncontributing Developer' s poi•tion of Excess Costs, and such non- contributing Developer' s discharge capacity allocation shall not be available until such noncontributing Developer' s portion of Excess Costs is paid in full. The result will be that non- contributing Developers shall continue to be responsible to provide storage and disposal capacity for their Surface Water Discharge Capacity Allocated as identified in Exhibit A and their " Land Returned to Developers" identified in Exhibit A shall be retained by the City until such time as their portion of Excess Costs are paid in full. 443
e. To the extent that the approved Final Accounting illustrates cost savings( e. g. the Project was constructed for less than the Project Costs, CTI' Y shall reimburse to each Developer its pro rata share of such cost savings within thirty( 30) days after CTTY' S issuance of the Notice of Approval of Final Accounting.

4. Default.
a. If any party materially breaches or fails to comply with any of its obligations under this Agreement, such breachinb party shall have thirty ( 30) days after receipt of written notice of breach from a non- defaulting party ( the " Breach Notice") to cure such breach or noncompliance ( as such period may be extended as set forth below, the " Cure Period"). If such breaching party does not cure such breach or noncompliance within the Cure Period, it shall be deemcd in default (" Default"} under this Agreement; provided, however, that ifthe nature of the breach or noncompliance reasonably requires inore than thirty( 30) days to cure, the breaching party shall not be in Default under this Agreement so long as the breaching party commences such cure within the Cure Period and diligently prosecutes such cure, and provided further that the Breach Notice shall set forth in reasonable detail the nature of the breach, noncompliance or default, as the case may be. The party sending the Breach Notice shall provide a copy to all parties hereunder.
b. Subject to the provisions of Section 4( c) below, upon a Default pursuant to Section 4( a), the parties shall first mediate the dispute in good faith using a mutually acceptable medialor, which mediation shall be scheduled and concluded not later than 60 days after expiration of the Cure Period. Tl e mediation shall be conducted in accordance with the Construction Industiy Mediation Rules of the American Arbitration Association cuirently in effect. Claims, controversies or disputcs not resolved by mediation shall be decided by binding arbitration uriless the parties mutually abee othenuise. Arbitration shall be conducted in accordance with the Consh uction Induslry Arbitration Rules of the A.merica Aibit-ation Association currently in effect. The dema d for arbitration shall be filed in writing with the other parties to this Agreement and the Ameiican Arbitration Association. Notwithstanding the foregoing, any party may seek injunctive or other unmedia e equitable relief, if applicable, in a court of law, pending resolution of the dispute tYu ough mediation or ubit ation.
c. Notwithstanding the foregoing, in thc event of a payment default hereunder that is not cured within ten ( 10) business days after any DEVELOPER' s receipt of a Breach Notice from CITY:
i) CITY may immediately suspend such Developer' s ability to use its discharge capacity; and
ii) CITY may sell such Developei' s discharge capacity to repay Developers that funded the Project Costs.

5. Counterpaits. This Agreement may be executed in counterpa ts, including electronic ( pd and facsimile counterparts, each of which shall be considered an original and all of which together shall be considered the same document.
444

6. Advice of Counsel. Each of the parties has received the advice oflegal counsel prior to signing this Agreement. Each party acknowledges no other party or agent or attorney has made a promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter herein to induce another party to execute this Agreement. The pa-ties agree no provision or provisions may be subject to any n les of construction based upon any party being considered the party drafting this Agreement.

7. Governin Law. The validity, interpretation and effect of this Agreement are governed by and shall be construed in accordance with the laws of the State of Califomia.

8. Severabilitv. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable but the remainder of the Agreement can be enforced without failure of mateiial consideration to any party, then this Agreement shall not be affected and it shall remain in full force and effect. If, however, the invalidity or unenforceability of any provision of this Agreement results in a material failure of consideration, all parties shall meet and negotiate in good faith not less frequently than every ten( 10) days and formulate new terms that substihite the stricken clause with other provisions that provide substantially similar teirns as the stricken clause. If the pa ties are unable to agree, then the parties shall resolve the issues through mecliation as sel forth in Section l l.b.

9. Authorization. Without any personal liability therefor, each person executing this Agreement on beh lf of the applicable party hereto warrants that( i) such party is duly organized and existing,( ii) such person has been duly authorized to execute and deliver this Agreement on behalf of the applicable party, ( iii) the execution of this Agreement by such person shall bind the applicable pa- ty to the teinls of this Agrecmcnt, and ( iv) to such person' s knowledge, the execution of this Agreement does not violate any agreement as to which such pa- ty is bound. CITY represents and warrants that CTTY has obtained any necessary approvals to execute this Agreement and be bound by the terms hereof.

10. Other A reements Not Affected. This Agreeulent constitutes the entire agreement betwecn the parties hereto with respect to lhe Projecl Costs and supersedes all prior understandings or abeements with respect to the subject inatter hereof. This Agreement may be modified only by specific reference describing a mutual intent and agreement to amend this Agreement in written documents signed by all parties hereto.

11. Notices. All notices which are allowed or required to be given hereunder shall be in writing and( i) shall bc deeined givcn and reccivcd when pei•sonally delivered or( ii) shall be deemed biven when the same are deposited in the United States Mail, with sufficient postage prepaid, to be sent by registered or certitied mail or overnight mail seivice, addressed to the desibnaled person by one party to another in writing, and shall be deemed received on the fourth business day after such mailing. Any notice shall be given to all of the following:

CITY DEVELOPER
City of Lathrop Richland Crossroads, L.P.
390 Towne Centre Drive 3161 Michelson Drive, Suite 425
Lathrop, CA 95330 Irvine, CA 92612
Attn. City Managcr Attn: Craig Cristina
445
With a copy to:

City of Latluop
390 Towne Centre Drive
Latlu-op, CA 95330
Attn: City Attorney

12. Further Assurances. The parties agree to perform such further acts and to execute and deliver such further instruments as are reasonably necessary to accomplish the intent and purpose of this Agreement.

13. Assignment and Transfer. This Agreement sha( 1 inure to the benefit of and bind the successors and permitted assigns of the parties. Except for an assbQnment to an Affiliate ( deFmcd below) of a Developer, no Developer may assign this Agreement without the prior written consent of C1TY, which sh ll not be unreasonably withheld, condilioned or delayed. Without limiting the foregoing, prior to any Developer assignment,( i) the assigning Developer shall notify all parties of the proposed assignment and provide reasonable inf rmation to the parties regarding the proposed assignee and( ii) any potential assignee must reasonably demonst- ate to the C1TY' s satisfaction that the proposed assignee has the financial ability and experience to fi lfill the assigning Developer' s obligations under this Agreeinent. Any Developer inay assign this Agreement to an Affiliate, with notice to the other parties hereto. As used herein, the te m" Affiliate" means any person, entity ar organization as to which any Developer has a
controlling interest. As used herein, " controlling interest" means the right to control the management decisions of such persan oi- entity, whether by contract or otherwise.

14. Time of the Essence. Time is of the essence of this Agreement.

15. Construction. All p u-ties have been represented by counsel in the preparation of this Agreement and no presumption or rule that ambiguity shall be constiued against a drafting party shall apply to inteipretation or enforcement hereof. Captions on sections and subsections are provided for convenience only and shall not bc dcemcd to limit, amend or affect the meaning of the provision( s) to which they pertain.

16. No Joint Venture or Partnership. Nothing in this Abeement or in any document executed in connection with this Agreement shall be construed as creating a joint venture, partnership, or any agency relationship between CITY and a DEVELOPER or all Developers.

17. Waiver. No waiver of any provision of this Agi•eement shall be effective unless such waiver is in writing and signed by a duly authorized representative of the party against whom enfarcement is soL bht.

18. Table of Exhibits. The following exhibits are attached hereto and inade a part hereof:

Exhibit A: Discharge Capacities, Project Costs, Reimbursements, Developer' s Share and Land Ret u ned to Developeis
446
In witness whereof, the CITY and DEVELOPER have executed this Agreement as of the date or dates set forth below.

CITY OF LATHKOP, a Municipal
Corporation of the State of California
BY•
St en J. Salvatore
City Manager
A'I'"T S' T:

BY rl' t/ l'
Te esa Vargas
y Clerk
Dated: Q// Z
APPROVED AS TO FORM:

BY:

Salvador V. Navarrete
City Attorney
Dated: y Z-' - Zo 2.
447
RICHLAND CROSSROADS. L.P.
a California limited partnership ( DEVELOPF,R)
BY:

Jo Troutman
Vicc President
Dated: September 10, 2021
448

EXHIBIT A
Project Costs")
Surface Water Discharge Capacity Allocated
River Islands 65. 2% 2, 843. 719. gpd
Saybrook CLSP, LLC 9. 8% 427,? 55. gpd
Richland ( Crossroads) 7. 6% 330, 000. gpd
Citv of Lathrop 17. 4% 756 750 pd
Total 100 % 4, 357, 724. gpd
Proiect ESTIMATED Costs
1) Permitting 704, 000.
2) CEQA 650, 000.
3) Improvements at the CTF 3, 620, 000. 7/ 13/ 21 Low Bid 4) Construction of a
pipeline to the river $ 3, 382, 000. 7/ 13/ 21 Low Bid
Design, construction management, etc. $ 2, 255, 040. Revised based on bids 6) Contingency 10%) 1. 060, 704. Revised to 10% on bids 7) Reimbursements 6 515 399
Total Estimated Project Cost 18, 183, 143. Total - ith bids Credits Due for Advance Funding of Consultant Work awarded by City River Islands: Robertson- Bryan contract $ 74, 939. Contract awarded Jan 14, 2019 River Islands: Ascent Environmental 91 287. Contract awarded June 10 2019 Total Credits 166, 226.

Reimbursements Due
River Islands Pond SS 1, 001, 800. ( pond not returned to RI) Pond S16 4, 083. 716 ( pond not returned to RI)
RW Pipe to S16 886, 000.

Pipeline/ land for Project $ 90. 133 ( pipeiine not rcturned to RI) Total RI Reimbursement $ 6, 061, 649.

Citv Pipeline for Project 453 750
Total Reimbursements 6, 515,399.
449
Developer' s Share of Proiect Costs
River Islands 652% 11, 865, 770
Saybrook CLSP, LLC 9. 8% 1, 782, 774
Richland( Crossroads) 7. 6% 1, 376,966
City of Lathrop 17. 4% 3, 157 633
Total Project Costs 100 % 18, 183, 143
River Islands Cash Due
11, 865, 770. River Islands share of Project
6, 061, 649. River Islands Reimbursements Due
166, 226. River Islands Credit for Advance Fundin of Studies 5, 637, 895. River Islands Cash Due to Build Project
Lands Returned to Developers
LLA/ Pond Acres
River Islands LAA A28 10 ( LAn = 1and application area) LAA A30 35
LAA A31 95
LAA A34 48
LAA A35 50 ( includes A35, A35b and A35c)
LAA A32 27 ( guaranteed but not yet built)
Saybrook CLSP, LLC Pond S28 8
LLA A36 29
LLA A37 38
Pond S29 0
former LAA, pond guaranteed but not yet built)
LAA A37 10 ( guaranteed but not yet built)
LAA A38 9 guaranteed but not yet built)
Richland PB- 1 23 ( PB = Percolation Basin)
City of Lathrop LAA Axx 20 ac4uired/ desi ned but not vet built) Total Land to be Returned 402 Acres
450

EXHIBIT D

FORM OF QUITCLAIM DEED
to be attached]
2514342. DOCX2} 13-
451

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CITY OF LATHROP, a municipal corporation

CITY OF LATHROP

CITY CLERK
390 TOWNE CENTRE DRIVE
LATHROP, CA 95330
SPACE ABOVE THIS L/NE FOR RECORDER' S USE. j
APNs: 198- 130- 54, 55, 56 and 57

QUITCLAIM DEED
FOR THE ABOVE- LISTED APNs
THE UNDERSIGNED GRANTOR( s) DECLARE
THAT NO DOCUMENTARY TRANSFER TAX IS DUE. This is a deed from a general law city where the exempt agency is transfering title. R& T 11922 and for consideration less than $ 100 R& T 11911; and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

THE CITY OF LATHROP, A MUNICIPAL CORPORATION
does hereby remise, release and forever quitclaim to Richland Crossroads, L.P. all ownership and all other rights to that property located in the County of San Joaquin, State of California described on Exhibit A attached hereto.

This Quitclaim Deed is executed and delivered by Grantor pursuant to Resolution No. 22 - xxxx of the City Council of Lathrop which is available at the City. signature pages follow]
452

EXHIBIT A

LEGAL DESCRIPTION
PERCOLATION POND 1
RICHLAND CROSSROADS, L.P.

CITY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA

CERTAIN REAL PROPERTY SITUATE IN THE CITY OF LATHROP, COUNTY OF SAN JOAQUIN, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCELS 7, 8, 9 AND 10, AS SAID PARCELS ARE SHOWN ON THE MAP ENTITLED PARCEL MAP 03-01- PM, RICHLAND PLANNED COMMUNITIES INC.", FILED JULY 28, 2004, IN BOOK 23 OF PARCEL MAPS AT PAGE 47, OFFICIAL RECORDS OF SAN JOAQUIN COUNTY.

CONTAINING 23. 15 ACRES, MORE OR LESS.
453
454
ITEM 4. 17

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
ITEM: APPROVE OUT OF STATE TRAVEL AUTHORIZING THE

PARKS, RECREATION, AND MAINTENANCE SERVICES

DIRECTOR TO ATTEND THE NATIONAL RECREATION

AND PARK ASSOCIATION ANNUAL CONFERENCE IN

PHOENIX, ARIZONA
RECOMMENDATION: Adopt Resolution Authorizing Out of State Travel for the Parks, Recreation, and Maintenance Services
Director to Attend the 2022 National Recreation and
Park Association ( NRPA) Conference, September 19-
23, 2022, in Phoenix, Arizona
SUMMARY:

The Parks, Recreation, and Maintenance Services Director is budgeted to attend the National Recreation and Park Association Annual Conference September 19 - 23, 2022, in Phoenix Arizona. This conference will feature thought- provoking sessions, best in practice trends and a unique way to network and connect with Parks and Recreation professionals from across the Country. Staff is requesting Council approval of the attached resolution authorizing out- of- state travel.

BAC KGROU N D:

This conference provides training and services to our Parks, Recreation, and Maintenance Director, who is responsible for parks and recreation programming throughout the City and the production of our calendar of annual community events.

Attendance at the 2022 conference will not only provide staff with current best practices, it will also foster partnerships with fellow nationwide Parks and Recreation professionals and vendors who have had an immediate positive impact on their community services. This conference will assist the Department in the continued development of community and sense of community pride.

FISCAL IMPACT:

The cost to attend this conference is estimated as follows:

Transportation 75. 00
Air Fare 310. 00
Hotel - ( 4 Nights) 1160. 00
Registration for Member $ 615. 00
Meals 200. 00
Total 2, 360. 00
455

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING

OUT OF STATE TRAVEL FOR THE NATIONAL RECREATION AND PARK

ASSOCIATION ANNUAL CONFERENCE IN PHOENIX, ARIZONA
The Parks, Recreation and Maintenance Services Department has $ 3, 240 budgeted for The Parks, Recreation, and Maintenance Services Director to attend this conference.

ATTAC H M E NTS:

A. Resolution to Authorize Out- of- State Travel to send the Parks, Recreation, and Maintenance Services Director to the National Recreation and Park Association Annual Conference in Phoenix Arizona

Page 2 ends

456

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL MEETING REGULAR MEETING
OUT- OF- STATE TRAVEL — AUTHORIZE PARKS, RECREATION, AND MAINTENANCE SERVICES DIRECTOR TO ATTEND THE 2022 NAIONAL

RECREATION AND PARK ASSOCIATION ( NRPA) ANNUAL CONFERENCE IN

PHOENIX, ARIZONA
APPROVALS:
s . ze =Z- Z
Tod Sebastian Date
Director of Parks, Recreation and
Maintenance Services
Cari Jam Date
Director o ' nance
zoz
Salvador Navarrete Date
City Attorney
n •Zi
Ste n J Salvatore Date
City Manager

Page 3 ends

457
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

AUTHORIZING OUT OF STATE TRAVEL FOR THE PARKS, RECREATION, AND MAINTENANCE SERVICES DIRECTOR TO ATTEND THE 2022 NATIONAL

RECREATION AND PARK ASSOCIATION ( NRPA) CONFERENCE, SEPTEMBER 19- 23, 2022, IN PHOENIX, ARIZONA
WHEREAS, the Parks, Recreation and Maintenance Services Director is budgeted to attend the National Recreation and Park Association Conference in Arizona; and
WHEREAS, the conference will provide city staff with thought- provoking sessions, best in practice trends and a unique way to network and connect with Parks and Recreation professionals from across the Country.

NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Lathrop does hereby authorize out- of-state travel for the Parks, Recreation and Maintenance Services Director to attend the National Recreation and Park Association Conference in Phoenix, Arizona September 19 - 23, 2022.
458
The foregoing resolution was passed and adopted this 16th day of May 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 459
460
ITEM 4. 18

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
ITEM: APPROVAL OF INDUSTRIAL SOLID WASTE LICENSE
RENEWAL FOR FISCAL YEAR 2022- 23
RECOMMENDATION: Adopt Resolution Approving Annual Industrial Solid Waste License Renewal for Stockton Scavengers
Association, Delta Container Corporation and
Ground Force Enterprises for Fiscal Year 2022- 23
SUMMARY:

The Legislature of the State of California, by enactment of the California lntegrated Waste Management Act of 1989 ( AB939), has acknowledged that it is within the public interest to authorize and require local agencies to make adequate provisions for solid waste management. The process requires cities and other local agencies to implement plans for source reduction, reuse, and recycling as part of their integrated waste management practices.

In an effort to comply with said legislation, the City of Lathrop adopted Municipal Code Chapter 8. 16 ( Garbage Collection and Disposal). Lathrop Municipal Code Section 8. 16. 140 requires any company that collects industrial solid waste in the City of Lathrop to annually apply for an Industrial Solid Waste Removal License.

The City' s current industrial solid waste haulers are Stockton Scavengers Association ( subsidiary of Waste Management, Inc.) and Delta Container Corporation ( subsidiary of Allied Waste of San Joaquin County dba Republic Services, Inc.). Ground Force Enterprises is a new company that wishes to become a hauler. Staff requests approval of the annual industrial solid waste license renewals for Stockton Scavengers Association, Delta Container Corporation, and Ground Force Enterprises.

BACKGROUND:

Lathrop Municipal Code 8. 16. 140, Section ( A) requires any company who collects and removes industrial solid waste within the City of Lathrop to apply annually for an industrial solid waste removal license. Lathrop Municipal Code 8. 16. 140 also states that the contractor who provides both residential and commercial waste removal service shall not be required to pay the annual license fee.

Delta Container is a subsidiary of Allied Waste dba Republic Services, Inc., which provides both residential and commercial waste collection service and therefore is not required to pay the annual license fee in the sum of two thousand five hundred dollars ($ 2, 500). However, Delta Container and Ground Force Enterprises are required to pay the standard eleven percent ( 11%) of their annual gross receipts and $ 92 administration fee, which is set forth by Lathrop Municipal Code 8. 16. 140. 461
CITY MANAGER' S REPORT PAGE 2
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING

APPROVAL OF INDUSTRIAL SOLID WASTE LICENSE RENEWAL FOR FISCAL YEAR 2022- 23
Stockton Scavengers Association and Ground Force Enterprises do not provide residential waste removal service within the City of Lathrop. Therefore, they are required to pay an annual license fee in the sum of two thousand five hundred dollars ($ 2, 500) and the standard eleven percent ( 11%) of their annual gross receipts and $ 92 administration fee, which is set forth by Lathrop Municipal Code

8. 16. 140.

The haulers, Stockton Scavengers Association, Delta Container Corporation, and Ground Force Enterprises have submitted their annual license renewal application, fee, bonds, insurance, locations serviced, and their financial status report.

REASON FOR RECOMMENDATION:

To continue our efforts to meet the terms of the AB939 legislation, and continue implementing plans for source reduction, reuse, and recycling as part of our integrated waste management practices, staff recommends that City Council approve the Industrial Solid Waste Removal License renewals for Stockton Scavenger Association, Delta Container Corporation, and Ground Force Enterprises.

FISCAL IMPACT:

Annual gross receipt monies received from these companies will be deposited into the Franchise Tax- Solid Waste Industrial revenue account number 1010- 15- 10- 319- 05- 05.

The license administration fee( s) in the sum of ninety- two dollars ($ 92) received from each company will be deposited into Parks, Recreation, and Maintenance Services Administration account number 1010- 30- 01- 341- 01- 01.

The annual license fee in the sum of two thousand five hundred dollars ($ 2, 500) received from Stockton Scavenger Association and Ground Force Enterprises will be deposited into the Franchise Tax- Solid Waste Industrial revenue account number 1010- 15- 10- 319- 05- 05.

ATTACH M E NTS:

A. Resolution Approving Annual Industrial Solid Waste License Renewal for Stockton Scavengers Association and Delta Container Corporation for Fiscal Year2022- 23
B. Industrial Refuse Collection Application Republic Services dba Delta Container C. Industrial Refuse Collection Application Stockton Scavengers D. Industrial Refuse Collection Application Ground Force Enterprises 462
CITY MANAGER' S REPORT PAGE 3
May 16, 2022 CITY COUNCIL SPECIAL MEETING

APPROVAL OF INDUSTRIAL SOLID WASTE LICENSE RENEWAL FOR FISCAL YEAR 2022- 23
APPROVALS:
r
Melissa Stathakopoul s Date
Recreation Manager
2 Tod Seb an Date
Director of Parks, Recreation and
Maintenance Services
r'
J/ f7o---
Cari Jam s Date
Finance i ector
S3- ZZ
Salvador Navarrete Date
City Attorney
ZZ
Ste J. Salvatore Date
City Manager
463
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING

ANNUAL INDUSTRIAL SOLID WASTE LICENSE RENEWAL FOR STOCKTON

SCAVENGERS ASSOCIATION, DELTA CONTAINER CORPORATION, AND GROUND FORCE ENTERPRISES FOR FISCAL YEAR 2022- 23
WHEREAS, Lathrop Municipal Code 8. 16. 140, Section ( A) requires any company which collects and removes industrial solid waste within the City of Lathrop to annually apply for an industrial solid waste removal license; and WHEREAS, the City' s current haulers are Stockton Scavengers Association and Delta Container Corporation; and
WHEREAS, Ground Force Enterprises would like to become a hauler; and WHEREAS, Delta Container is a subsidiary of Allied Waste dba Republic Services, Inc., which provides both residential and commercial waste removal service for the City of Lathrop and therefore is not required to pay the annual license fee; and WHEREAS, Delta Container and Ground Force Enterprises are required to pay the standard eleven percent ( 11%) of their annual gross receipts and $ 92 administration fee, which is by Lathrop Municipal Code 8. 16. 140; and WHEREAS, Stockton Scavengers Association and Ground Force Enterprises do not provide residential waste removal service within the City of Lathrop and therefore are required to pay an annual license fee in the sum of two thousand five hundred dollars ($ 2, 500); and
WHEREAS, Stockton Scavengers Association and Ground Force Enterprises are required to pay the standard eleven percent ( 11%) of their annual gross receipts and 92 administration fee, which is by Lathrop Municipal Code 8. 16. 140; and WHEREAS, to continue our efforts to meet the terms of the AB939 legislation and continue implementing plans for source reduction, reuse, and recycling as part of their integrated solid waste management practices, staff recommends that City Council approve the Industrial Solid Waste Removal License renewals for Stockton Scavenger Association, Delta Container Corporation and Ground Force Enterprises; and WHEREAS, the following monies received from these companies will be deposited as follows:

Annual gross receipt monies received from these companies will be deposited into the Franchise Tax- Solid Waste Industrial revenue account number 1010- 15- 10- 319- 05- 05;
License administration fee in the sum of ninety- two dollars ($ 92) received from these companies will be deposited into Parks, Recreation, and Maintenance Services Administration account number 1010- 30- 01- 341- 01- 01; Annual license fee in the sum of two thousand five hundred dollars ($ 2, 500) 464
received from Stockton Scavenger Association and Ground Force Enterprises will be deposited into the Franchise Tax- Solid Waste Industrial revenue account number 1010- 15- 10- 319- 05- 05.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the Industrial Solid Waste Licenses renewals for FY 22- 23 with Stockton Scavengers Association, Delta Containers Corporation and Ground Force Enterprises.
465
The foregoing resolution was passed and adopted this 16th day of May 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:
yJ`'
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 466

ATTACHMENT
c ty of
Park, Recreation & Mainfenance Services 390 Towne Centre Drive, Lathrop, CA 95330 Phone ( 209) 941- 7370
www. ci.lathrop. ca. us

INDUSTRIAL REFUSE COLLECTION

LICENSE APPLICATION
COMPANY NAME: Republic Services
ADDRESS: 1145 W. Charter Way, Stockton CA 95206
PHONE/ FAX 209) 466. 3604/( 209) 465. 0631
EMAIL: MGomez2@RepublicServices. com
The following license requirements are setforth by the City ofLathrop Municipal Code, Title 8 Health & Safety, Chapter 8.16 Garbage Collection& Disposal, Section 8.I6.140 Industrial Solid Waste Removal— License Required.

CHECK IF

ENCLOSED
PROPOSED CUSTOMERS LIST( Names and Addresses): X

SIGNED STATEMENTS FROM NEW INDUSTRIAL CUSTOMERS ADDRESSED N/ A TO CITY( See Municipal Code section 8. 16. 140. 2):

NUMBER, KiND, AND CAPACITY OF VEHICLES AND OTHER EQUIPMENT X Must be in compliance with all applicable air pollution control laws):

ORIGINAL PERFORMANCE BOND OR OTHER SECURITY ATTACHED ($ 25, 000)- X ORMOST RECENT FINANCIAL STATEMENT AND/OR AUDIT
The applicant shall provide proof of financial ability to provide service contemplated by the application)

INSURANCE CERTIFICATE NAMING THE CITY, ITS OFFICES AND EMPLOYEES

AS AN ADDITIONAL INSURED X
See Municipal Code section 8. 16. 140. I for Insurance Requirements):

LICENSE FEE ENCLOSED ($ 2, 500) N/ A
ADMINISTRATION FEE($ 92) X

Page 1 ends

467
City of
Park, Recreafion 8 Maintenance Services 390 Towne Centre Drive, Lathrop, CA 95330 Phone ( 209) 941- 7370
www.ci.lathrop.ca.us
TYPE OF WASTE REMOVAL SERVICE:

MSW generated at industrial accounts located in the City of Lathrop.

Thefollowing definitions are setforth by the City ofLathrop Municipal Code, Title 8 Health & Safety, Chapter 8.16 Garbage Collection & Disposal, Section 8. 16. 010 ` 7ndustrial solid waste" means solid waste originating from mechanized manufacturing facilities, factories, refineries and publicly operated treatment works.

APPLICANT SIGNATURES:
0 Il" 4/ 20/ 22

SIGN RE DATE
Molly Gomez

PRINT NAME
Municipal Manager
TITLE
PROCESSED BY:
a

SIGNATURE DATE

MELISSA STATHAKOPOULOS

MANAGER

PARKS, RECREATION& MAINTENANCE SERVICES
APPROVED BY:

TODD SEBASTIAN DATE

DIRECTOR

PARKS, RECREATION& MAINTENANCE SERVICES

Page 2 ends

468
Name Address

RIVER ISLAND( TOOL SHED) LAKESIDE& MARINA
WILLIAM ASSAD 15810 HARLAN RD 5
DRAGON ESP PRODUCTS 15700 MCKINLEY AVE
OLD DOMINION ODMOOOSTC 40YD 601 DARCY PKWY
SHERWIN WILLIAMS 8523 3YD 15390 S HARLAN RD
MOBILE MINI 1134 6YD 16351 MCKINLEY AVE
ONE LATHROP ( LATHROP PROPERTY) 16424 S HARLAN RD
KELLY BUSINESS PARK, LLC 91- 201 D' ARCY PKWY
SEGURA& SONS TRUCKING 12796 S HARLAN RD
PREMIER INDUSTRIAL FINISHING 17700 SHIDELER PKWY
CITY OF LATHROP COMM CENTER FL 15557 5TH ST
LATHROP SANDS MOBILE HOME# 2 11550 5 HARLAN RD
BELLAS BAKERY 155 LATHROP RD
LATHROP SELF STORAGE 1644 E LOUISE AVE
BUDS CONCRETE 11145 HARLAN RD
CITY OF LATHROP W/ TREATMENT 18800 CHRISTOPHER WAY
CITY OF LATHRP/ STONEBRIDGE PRK 13400 SLATE ST
SAVE MART# 94 15240 S HARLAN RD
PFLUG PACKAGING 17600 SHIDELER 17600 SHIDELER PKWY
PFLUG PACKAGING 20YRD TRASH 17420 SHIDELER PKWY
CON FAB 1910 LATHROP RD
DAYS INN 14750 S HARLAN RD
DELTA AC SUPPLY 3515 YOSEMITE AVE
BOISE CASCADE BLDG MATERIALS 12030 5 HARLAN RD
TOP GUN DRY WALL SUPPLY 15500 MCKINLEY AVE
SUPER STORE/ COMP 2400 E LOUISE AVE
TESLA TRUCK YARD 500 E LOUISE AVE
RSNA TESLA MOTORS INC 701 DARCY PKWY
CHICAGO' S PIZZA 159 LATHROP RD
SUNSET BY: PULTE HOMES 40YRD W 3200 GARDEN FARMS AVE
TRU HOTEL 161 E LOUISE AVE
SUPER STORE INDUSTRIES 16888 MCKINLEY AVE
WESTERN PACIFIC CRANE& EQUIP 1500 MADRUGA RD
TESLA 401 30YD OT 401 NESTLE WAY
LATHROP COMMUNITY APOLISTIC CHURCH 15074 5TH ST
TRU HOTEL 161 E LOUISE AVE
LATHROP WASH & DRY 16460 CAMBRIDGE DR
BORAL ROOFING ROTH RD 342 ROTH RD
LATHROP COMMUNITY CHURCH 937 J ST
GOLDEN VALLEY STORAGE 16000 GOLDEN VALLEY PKWY
NMW/ MOTOR CARGO/ UPS FREIGHT 1444 LATHROP RD
KNIGHT TRANSPORTATION SWIFT 901 DARCY PKWY
GUTHRIE GENERAL INC 901 DARCY PKWY
CBK LATHROP 16948 S HARLAN RD
DE SILVA GATE CONSTRUCTION 550 NESTLE WAY
SIGNATURE HOMES- CARDIFF RIVER 17184 VERMEER CT
469
AMAZON SITE VUJH 11950 S HARLAN RD 11950 S HARLAN RD
CLOROX OVERFLOW FACILITY 619 TESLA DR
TESLA( TEMP WOOD) 700 DARCY PKWY
TOWNE CENTRE- SOUTH SITE 240 TOWNE CENTRE DR
SIGNATURE HOMES 17180 REMBRANDT DR
TESLA- MCKINLEY 15660 MCKINLEY AVE
LEARNING TREE PRESCHOOL 15551 7TH ST
LATHROP FIRE DISTRICT 800 J ST
PENTECOSTAI CHURCH OF GOD 14172 AVON AVE
LATHROP HIGH SCHOOL- YARD WASTE 647 SPARTAN WAY
PETS& PALS 12488 S HARLAN RD
MANTECA LATHROP FIRE DIST# 34 460 RIVER ISLAND PKWY
MANTECA LATHROP FIRE DIST# 31 800 J ST
GIGLICO INC 12333 S MANTHEY RD
KORNHAUSER 1683 E LOUISE AVE
PERFORMANT RECOVERY, INC. 17080 S HARLAN RD
HERITAGE PAPER ( PIONEER) 17740 SHIDELER PKWY
FIRESIDE INN 854 LATHROP RD
D' ARCY BUSI PK COM/ CONDO ASSOC 17320 D' ARCY PKWY
D' ARCY BUS PK COM/ CONDO ASSOCI 17918 MURPHY PKWY
GRACE COMMUNITY CHURCH 850 J ST
LATHROP BUSINESS PARK 16916 S HARLAN RD
LATHROP BUSINESS PARK 16980 S HARLAN RD
HAMPTON INN 103 E LOUISE AVE
MOSSDALE ELEMENTARY SCHOOL 455 BROOKHURST BLVD
THE DOG HOUSE 3221 YOSEMITE AVE
FAST LANE CENTRAL VALLEY 116 ROTH RD
DOT TRUCK SALES 11299 S HARLAN RD
BROWN SAND INC 800 MOSSDALE RD
ROGER AQUINO 11471 S MANTHEY RD
CITY OF LATHROP PUBLIC 1 15445 7TH ST
LUCIA MACHADO 904 O STREET
BARBOSA CABINETS INC. 11900 S HARLAN RD
ROBINSON TRANSPORTATION 4180 NEWTON RD
CHEVRON ( F/ L) 17395 S MANTHEY RD
HOLIDAY INN AND SUITES 15688 S HARLAN RD
CALIFORNIA NATURAL EAST GATE 3 15188 S MCKINLEY AVE
TEAM HEALTH 16974 S HARLAN RD
PETER HOLTZ CPA 210 TOWNE CENTRE DR
TRIAD ADOPTION SERVICES 17259 GOLDEN VALLEY PKWY
PILKINGTON LATHROP 40YD 500 E LOUISE AVE
BERRY PLASTIC 601 TESLA DR
IN N OUT BURGER( DIST. CNTR) 18240 S HARLAN RD
LATHROP HEAD START 721 THOMSEN RD
TARGET 2347 TGT002347 35YD C 16858 GOLDEN VALLEY PKWY
CREATIVE OUTDOOR ENVIRONMENT 15929 S MANTHEY RD
RIVER ISLAND @ LATHROP 73 STEWART RD
470
RIVER ISL@CONST. OFC/ LAY DWN YD 401 STEWART RD
DELLOSSO FARMS 26 STEWART RD
CAFE PLATANO 14725 S HARLAN RD
VATTADI LATHROP CROSSING, LLC 15362 5 HARLAN RD
CBC STEEL 1919 E LOUISE AVE
LOUISIANA KITCHEN 16837 S HARLAN RD
RIVER ISLAND BOAT HOUSE REST. 980 LAKESIDE DR
FLYING J# 101700 345 ROTH RD
SIMWON AMERICA CORP. 400 DARCY PKWY
UNION LOGISTICS 1631 E LOUISE AVE
LA COSTA DE ACAPULCO 16444 CAMBRIDGE DR
RESIDENTIAL DESIGN SERVICES 19105 CHRISTOPHER WAY
LA REINA SUPERMARKET 1357 E LOUISE AVE
RAYMOND HANDLING 19107 CHRISTOPHER WAY
HD LATHROP LLC 16609 S HARLAN RD
SEFNCO COMMUNICATIONS( TRASH) 12687 5 MANTHEY RD
TRI- WEST LTD LIMITED 17690 SHIDELER PKWY
AMERICAN RIVER CONSTRUCTION 800 ROTH RD
TACO BELL 16905 S HARLAN RD
FERELLGAS LP DBA BLUE RHINO 12693 S MANTHEY RD
ABSOLUTE VENTURES 15901 6TH ST
THE SHOPS AT LATHROP CROSSING 15382 5 HARLAN RD
CHEEMA FREIGHT LINE LLC 16200 MCKINLEY AVE
HALE CONST INC LAY/ DWN YARD 401 W STEWART RD
DARTANO FARMS INC 17270 GOLDEN VALLEY PKWY
QUALITY INN & SUITES 16855 S HARLAN RD
TESLA LATHROP 20YD RO 501 NESTLE WAY
RIVER ISLANDS BASEBALL CLUB LL 1051 RIVER ISLANDS PKWY
CROSSLINK PRO TAX SOLUTIONS 16916 S HARLAN RD
TESLA- COMPACTOR 17100 MURPHY PARKWAY
SUNRISE TRUCKING INC./ A& A INTE 1850 E LOUISE AVE
ALTO SYSTEMS, INC. 11980 S HARLAN RD
RAVINDER DHILLON 11378 5 HARLAN RD
AMAZON DCK1 OFFSITE PKNG LOT 16350 MCKINLEY AVE
ASHLEY FURNITURE DC 0049 40YD 18290 5 HARLAN RD
WAYFAIR INC. 5120 GLACIER ST
RIVER ISLANDS- WELCOME CENTER 1401 RIVER ISLANDS
PFLUG PACKAGING 17500 SHIDELER PKWY
SIMWON AMERICA CORP. ( BUILDIN 18231 MURPHY PKWY
ECLIPSE METAL FABRICATION 17700 SHIDELER PKWY
WEST COAST RV& BOAT STORAGE 4052 YOSEMITE AVE
SUNRISE TRUCKING SITE 3 1625 E LOUISE AVE
THE BLESSED KITCHEN 151 LATHROP RD
NMW/ UPS- LATHROP 10634 S HARLAN RD
COMFORT INN 14730 5 HARLAN RD
RAFAEL& FRANCES SANDOVAL 15485 7TH ST
STORAGE PRO OR LATHROP# 26 15550 S HARLAN RD
471
AMG RESOURCES PACIFIC CORP. 15332 MCKINLEY AVE
SEVENTH STREET APARTMENTS 16015 7TH ST
O STREET APARTMENTS 934 O ST
CAMINO REAL MOBILE HOM PARK 15820 S HARLAN RD

CITY OF LATHROP PARK STONE BRIDGE PARK
MC DONALDS RESTAURANT LATHROP 300 E LOUISE AVE
FOOD 4 LESS LTHP TRASH/ RECYCLE 17935 MURPHY PKWY
HOME DEPOT HMD005363 COMP 40YD 18300 S HARLAN RD
FLEETPRIDE 729 1629 E LOUISE AVE
SWIFT TRANSP 901 DARCY PKWY
UTILITY TRAILER SALES 12608 S HARLAN RD
LATHROP ELEMENTARY 15851 5TH ST
LATHROP POST OFFICE 15529 7TH ST
CALIFORNIA NAT. PROD. ** ADC1** 15789 MCKINLEY( WAREHOUSE) AVE S CALIFORNIA NATURAL PRODUCTS 11518 MCKINLEY AVE
CALIFORNIA NATURAL PRODUCTS 1250 LATHROP RD
CITY OF LATHROP 2112 E LOUISE AVE
CITY OF LATHROP GENERATION CTR 450 SPARTAN WAY
NICKS 76 16500 S HARLAN RD
TESLA 05518YD 18260 S HARLAN RD
RUBIK BUILT 18007 MANTHEY RD 4 18007 S MANTHEY RD
TESLA 701 DARCY PKWY 701 DARCY PKWY
CITY OF LATHROP/ WELL 7 40YD GR OFF MC KINLEY COUNTY DIRT RD NMW/ UPS- LATHROP R/ 0 501 DARCY PKWY
TESLA 0551 18260 S HARLAN RD
KAISER PERMANENTE- LATHROP 17000 S HARLAN RD
KIPER HOMES BALBOA AT RIVER IS 16243 DUGGAR DR
PFLUG REC COMPACTOR DR# 18 17420 SHIDELER PKWY
TWO GUYS FOOD FUEL 147 LATHROP RD
MANTECA LATHROP FIRE DIST# 35 19001 SOMERSTON PKWY
VEOLIA WATER 18800 CHRISTOPHER WAY
WALGREENS# 10631 14780 S HARLAN RD
GHIRARDELLI 11980 S HARLAN RD
D' ARCY BUS PK COM/ CONDO ASSOCI 401 DARCY PKWY
JOES PLACE 15600 S HARLAN RD
LA CRESCENTA PROP/ LOUISE PLAZA 201 LOUISE AVE
JOSEPH WIDMER MIDDLE SCHOOL 751 STONEBRIDGE AVE
CBC STEEL 1700 E LOUISE AVE
LATHROP HIGH SCHOOL 647 SPARTAN WAY
JACK IN THE BOX# 588 100 E LOUISE AVE
JOHN DEERE LATHROP 17400 SHIDELER PKWY
CITY CONTRACT/ CITY OF LATHROP 390 TOWNE CENTRE DR
BALWANT SINGH SANDHU 2690 W YOSEMITE AVE
OUR LADY OF GUADALUPE 16200 CAMBRIDGE DR
TOTTEN TUBES 15540 MCKINLEY AVE
JH MOTOR SPORTS 14150 S HARLAN RD
CITY FOOD & LIQUOR 16470 CAMBRIDGE DR
472
HEARTLAND EXPRESS 12550 S HARLAN RD
TEC EQUIPMENT( R/ O) 2050 E LOUISE AVE
NATIONWIDE FLEET 17605 S MANTHEY RD
LATHROP GAS& FOOD INC 140 IATHROP RD
RIVER ISLAND TECH ACADEMY 1175 MARINA DR
EAGLE' S NEST HARLEY DAVIDSON 13900 S HARLAN RD
HIGH FIVE PLAZA, LLC 16925 S HARLAN RD
ORIELLY ORE004719 4YD 15079 S HARLAN RD
DENISE' S FARMER MARKET 950 S MANTHEY RD
SWISS AMERICAN 251 DARCY PKWY
DENNYS RESTAURANT 16851 S HARLAN RD
NEXT GENERATION 18001 COMMERCIAL ST
COLONIAL ENERGY, LLC 192 LATHROP RD
KIWI CRATE INC 11980 S HARLAN RD
TESLA INC MOTORS REC 18250 MURPHY PKWY
ATLAS COPCO 1601 MADRUGA RD
PRATT INDUSTRIES 2131 E LOUISE AVE
SAVE MART CENTER SITE 15010- 18 S HARLAN RD
DONA TERE PERUVIAN RESTAURANT 16438 CAMBRIDGE DR
STARBUCKS 58278 16538 GOLDEN VALLEY PKWY
LATHROP SMOG 15151 S HARLAN RD
LATHROP VETERINARY CENTER 17600 GOLDEN VALLEY PKWY
PANDA EXPRESS 3104 15099 S HARLAN RD
BURGER KING 22460 15119 5 HARLAN RD
NMW/ UPS- LATHROP( COMPACTOR) 11800 S HARLAN RD
CHIPOTLE# 3535 16542 GOLDEN VALLEY PKWY
CARL' S JR# 7415 200 E LOUISE AVE
HEALTH SERVICES BENEFIT ADMIN 16960 S HARLAN RD
KFC# 219 ( LEHA 219 INC) 150 E LOUISE AVE
CITY OF LATHROP SENIOR CENTER 15567 5TH ST
KABARITI AM- PM MINI MARKET 85 E LOUISE AVE
CLOROX 11950 5 HARLAN RD
KAREN MEYER 947 H ST
473
y g2rie an c;
Trk # Serial # ' er 1 #' ' Year Descr. Lieense # Numbex c S DB ' US DQT# 0125 MLA07570- 0002 73186061 2011 FREIGHTLINER 34439A2 1FVACWDTI6DBD4842 REPUBLIC 3171547 2000 31ROX21124932 46663959 2007 AUTOCAR 90796G2 5VCHC6MF47H2O4293 SUNRISE 3171547 2001 5121PX281659175 X01741 2021 PETERBILT 44833G3 36PDXKOX4MF111096 SUNRISE 3171547 2430 103PDX284220887 46509949 2005 AUTOCAR 8B18582 5VCHC6MFX6H2O2451 REPUBLIC 3171547 2452 65VOX284733872 73080044 2010 AUTOCAR 37566A1 5VCACD8F3AH211081 REPUBUC 3244872 2453 72ROX314225929 46619149 2007 AUTOCAR 8M37046 SVCHC6MF47HT04407 SUNRISE 3171547 2455 63VOX284733767 73080059 2010 AUTOCAR 3T562A1 5VCACDBFSAH211089 REPUBLIC 3171547 2456 42TOX314230851 46981902 2009 AUTOCAR 8V67950 5VCHC6JF69H2O9423 SUNRISE 3244872 2458 54VOX2& 4733608 73078457 2070 AUTOCAR 45045A7 SVCACD8F4AH211073 ALLIED 3244851 2459 62VOX314233726 73078458 2070 AUTOCAR 47567B1 SVCACD8FSAH211132 REPUBLIC 3244872 2460 63VOX314233771 73078459 2010 AUTOCAR 47569B1 SVCACDSF7AH211133 SUNRISE 3244872 2461 63VOX314233785 73078462 2010 AUTOCAR 4756687 SVCACD8F9AH211134 REPUBLIC 3244872 2464 RR8105244 73657439 2014 AUTOCAR 86527S1 SVCACDVF3EH217456 INDEPENDENT 3171547 2465 RR8105247 73660949 2014 AUTOCAR 86518S1 SVCACDVF9EH217459 INDEPENDENT 3171547 2466 RR8705248 73660952 2074 AUTOCAR 86519S1 5VCACDVF5EH277460 INDEPENDENT 3177547 2467 RR8105256 73660959 2014 AUTOCAR 86520S1 SVCACDVF7EH277461 INDEPENDENT 3171547 2468 RR8105254 73660950 2014 AUTOCAR 86521S1 SVCACDVF9EH277462 INDEPENDENT 3171547 2469 RR8105257 73665455 2014 AUTOCAR 8613051 SVCACDVFOEH217463 INDEPENDENT 3171547 T470 RR8105250 73665454 2074 AUTOCAR 86522S7 SVCACDVF2EH217464 INDEPENDENT 3171547 2471 RR105258 73665460 2014 AUTOCAR 86523S1 SVCACDVF4EH217465 INDEPENDENT 3171547 2472 RR8105245 73657413 2074 AUTOCAR 8673151 SVCACDVFSEH217457 INDEPENDENT 3177547 2473 RR8105246 73660955 2014 AUTOCAR 86129S1 5VCACDVF7EH217458 INDEPENDENT 3177547 2474 32160X284845853 73938865 2076 AUTOCAR 17515A2 SVCACDVF7GH222762 N LSG 3171547 2475 32160X284845859 73938984 2016 AUTOCAR 17516A2 5VCACDVF9GH222163 N LSG 3771547 2476 RR8105444 73950664 2076 AUTOCAR 43913B2 5VCACDVF3HH222578 N LSG 3771547 2477 RR8705528 X003795 2018 PETERBILT 57503H2 38PDLKOX8JF184222 INDEPENDENT 3171547 2478 RR8105529 X003203 2018 PETERBILT 51504N2 36PDLKOXXJF184223 INDEPENDENT 3171547 2479 3478PX314850976 X004962 2018 PETERBILT 60357M2 36PDLKOX7JF162079 INDEPENDENT 3171547 2480 6318PX314851640 X005739 2019 PETERBILT 62734M2 3BPDLKOX3KF102933 INDEPENDENT 3244851 2481 6418PX314857653 X005825 2019 PETERBILT 61633M2 38PDLKOX5KF102934 INDEPENDENT 3171547 2482 2320PX274856198 X012817 2020 PETERBILT 40406Z2 36PDLKOX3LF108961 SUNSET 3171547 2483 3220PX274856366 X010534 2020 PETERBILT 27018Y2 36PDLKOX5LF108962 SUNRISE 3177547 2484 3120PX274S56353 X012733 2020 PETERBILT 01285A3 38POLKOXSLF108959 SUNRISE 2485 3220PX274856370 X012810 2020 PETERBILT 88754Z2 3BPDLKOX1LF108960 SUNRISE 3171547 2486 3220PX274856387 X012818 2020 PETERBIIT 40805Z2 3BPDLKOX7LF708963 SUNRISE 3171547 2457 3220PX274856372 X0128' 15 2020 PETERBILT 88753Z2 36PDLKOX9LF108964 SUNRISE 3' 1 547 2488 3421PX274858809 X017191 2021 PETERBILT 97905F3 36PDXKOX2MF170724 SUNRISE 3171547 2489 3421PX274858835 X017109 2021 PETERBILT 19278F3 3BPDXKOX4MF110725 SUNRISE 3171547 2490 2222PX274861146 X022243 2022 PETERBILT 38PDXKOX2NF113429 INDEPENDENT 3171547 2491 2722PX274861714 X022246 2022 PETERBIIT 36PDXKOX9NF113430 INDEPENDENT 3171547 2492 7422PX274861103 X022238 2022 PETERBILT 36PDXKOXONF113431 INDEPENDENT 3171547 2546 53YOX314241517 73657433 2014 AUTOCAR 8612851 5VCACDVF8EH217767 INDEPENDENT 3244872 474
Bady ngine ` Yin G
Trk # Seria # erial # Year Descr.; License # N amber OW R,SHP DBA US Df T# 1324 82UOAd38534140 73079092 2010 AUTOCAR 9488IG1 SVCACLSFfiAH211182 AlLIEO 324d855 1333 73UOA438533990 73078884 2010 AUTOCAR 2467561 SVCACL8 OAFi211176 ALLIED 3244855 1335 65VOA438533888 73076850 2010 AUTOCAR 4735061 SVCACL8FOAH211047 REPUBLIC 32A4855 1336 83JOA438534153 73076852 2010 AUTOCAR 2415381 SVCACL8F2JW211048 SUNRISE 3244855 1339 54118PA407851470 X005655 2018 PETERBILT 62509M2 36PDXKOX1KF161693 INDEPENDENT 3244855 1340 82181PA407852015 X006723 2019 PETERBILT 59917N2 38PDXKOX7KF161696 DELTA 32d4855 1341 10120PA438755140 X010251 2020 PETERB LT 75845W2 38PDXKOX2LF107465 DELTA 3244855 1342 2220PA438756167 X013383 2020 PETERBILT 27019Y2 36PDXKOXXLF109643 DE TA 3244855 1343 2420PA438756251 X013365 2020 PETERBI T 88751Z2 36PDXKOX7LF109644 DEITA 3244855 1344 2420PA438756259 X013384 2020 PETERBILT T7020Y2 38PDXKOX3lF109645 DELTA 3244855 1345 2320PA438756224 X013461 2020 PETERBILT 8875222 38PDXKOX8lF109642 DELTA 3244855 1346 1521PA438758399 X016698 2021 PETERBILT 52310E3' 36PDXKOX4MF110837 DELTA 3244855 3009 2006 PETERBILT 7U86726 7NPZLOOX46D716535 DELTA 3244855 3353 13H27575 46539533 2006 AUTOCAR 77202C1 SVCDC6MF36H2O2838 DE TA 3244855 3354 13H26950 46534012 2006 AUTOCAR 33536W1 SVCDC6MF26H2O2832 INDEPENDENT 3244855 3355 13H28234 191867 46676412 2007 AUTOCAR 76509T2 SVCDC6MF27H2O4419 DELTA 3244855 3356 13H28523 197870 46676564 2007 AUTOCAR 35494G3 5VCDC6MF97H2O4420 DELTA 3244855 3357 13H28524191873 46676508 2007 AUTOCAR 8H43125 SVCDC6MF07H2O4421 DELTA 3244855 3358 13H2S526 191875 46676517 2007 AUTOCAR SH95615 SVCDC6MF27H2O4422 DELTA 3244855 3360 13H30001 46815909 2008 AUTOCAR SP93118 5VCDC6JF38H2O6508 DELTA 3244855 3361 13H30002 46815928 2008 AUTOCAR 66432K2 5VCDC6JFSSH2O6509 DELTA 3244855 3362 13H30200 35221185 2008 AUTOCAR 53450L3 5VCDC6KFX8H2O7444 ALLIED 3244855 3363 13H40933 X003120 2018 PETERBILT 87575G2 38PZLKOX1JF184228 INDEPENDENT 3244855 3364 73H40934 X003719 2018 PETERBILT 87452G2 36PZLKOX3JF184229 INDEPENDENT 3244855 3365 13H42158 X005082 2018 PETERBILT 90125G2 36PDLKOXOJF162036 INDEPENDENT 3244855 3366 13H42159 X005354 2018 PETERBILT 90124G2 36PDlKOX4JF762038 INDEPENDENT 3244855 3368 35100902 2005 AUTOCAR 35578G3 5VCDC6BE45H2O1089 DELTA 3244855 3369 13H46789 X012827 2020 PETERBILT 75664Y2 36PDLKOX1LF109090 DELTA 3244855 3371 13H48351 X016679 2021 PETERBILT 07378D3 3BPDLKOXOMF110877 DELTA 3244855 3370 13H46790 X012829 2020 PETERBILT 27017Y2 36PDLKOX3LF109091 DELTA 3244655 3424 18058996 X002839 2U16 PETERBILT 62729M2 38PZLKOX8HF175147 DELTA 3244855 3433 TH0151 2003 AUTOCAR 7607860 5VCDC9UE63N194349 DELTA 3244855 3434 N/ A 35033943 2002 VOLVO 6R84715 4V2DC6UE32N328095 REPUBLIC 3244855 3440 13057 YQ22584 2013 PETERBILT 67348E1 1NPSXPEXXDD205495 3244855 0467 EF114ZA122 73665676 2015 FORD 61006Pt 3FRWF7FC2FV545042 REPUBLIC 3244855 0468 E1716 1503187367819 2018 FORD 61269P2 1FDWF7DC2JDF04786 3244855 B-BQ- TRL 0000 SPCNS/ TRL 4DF7567 CA930785 DELTA 3244855 BDT Dave& Mike buiit 2015 BIN DELIVERY TRL 4NJ8752 CA1150407 DELTA 3244855 79 SERIAL# AT3531559 MODEI 2P50000 FORKLIFT- CAT GiLP AU2293 TIRE SIZE 7. 00X72/ 6. 00X9 H39084 HOLT OF 0015 F15 2004 FORD F150 7M17721 2FTRF17W24CA60026 INDEP. TRUCKING 0025 F250 2010 FORD F250 8S79607 1FTNF2A59AEA19161 INDEP. TRUCKING 0055 F550 2014 FORD F550 99349L1 1FDUFSGTIEEA62597 INDEP. TRUCKING 475
July 7,? p 1
FedEx Priority Overnight
Diti;eti Prasad
ltepublic Setti ces
ii4 1Vest Charter Wa}
Stockton, CA 9 206
9i6-585- i889
RE: Upcoming Renewals
Dear Aaron:

Please find enctosed} our renewal dacuments for tlze following bond{ s). You wilt need#o send these originaI cIocuinents io the respectiae Obtigee at your earIiest conuenience:

Bond Subsidiarp Principal Name Obiigee Bond Dc: scription Bond Expir.tion Number Amount Date
9( 1gG3-32 4[} 7 Larhrop Sunrisc City Of l.athrop S lid Wastc Handling and S25, OQU. Up b/30/ 2Q21 5anitation Haulin u
Co or.tion
Should y
ou r
qt irc fiirther assistance or if yau 1 e any questions, plcase do not hesitate to contact me at 2o6- i-iaoo or at arnUer.engel a' usi.com.

Sinccrel•,
c lll(' I'
Ambcr E gel
Surety Account Man igcr
Sat•ety Sert ices
r€, R; Casu it • m oys . rs tits Persor+ i Risk • tirement Consulti U S1 GN A van rage'
476
CONTINUATi I t CERTIFlGATE
The Westem Suretv Companv{ hereinafter calied the Surety) hereby continues in force its Bond No. 929 86342 in the sum of Twentv Five Thousand Dollars and 00/ 100 ($ 25, 0OO. OQ) Dallars, on behalf o# Lathrop Sunrise Sanitation Corporation
in favor of Citv Of a#hrop
subject to all the conditions and terms thereof through June 30. 2022 a# loca#ion ofi risk.

This Continuation is executed upon the express condition ihat the Surety' s liability shall not be cumulative and shall be limited at aq times by the amount of the penalty stated in the bond.

IN WITNESS WHEREOF, the Surety has caused this instrument to be signed by its duly authorized Attorney-in- Fact and its carporate seal to be hereto affixed this 22 day of July, 2021.

Western Surety Comt anv
Surety
B y: A_ i`[ f-f 2 f r%"; Y, 1. f --'
Debbie Lindstram Attorney-in- Fact
477
Vestern ure} r an y
PO ER F ATTORNEY APPf31tiTItiG IP iD1VIDUAL ATTORhE1'- il+t- FACT I( nux, Ui 11rn By Thrs E' resea s, That W T K3i 5 TttiiY CtJIiNAVY, a Sadh I}rkota capotatios, is a duly orbanizrd and c.cistingcarporaaion l;a issg ft3 pnncipat ol3icr in t: r City uf Saouz Falls, and S#a;e ot' Seath!) aknta. aiui Uut it ikxs by viriue ut 11se signasure ami ual harin afCued hrrcby makc, canstiiutc anS appnint
kathleen A1 MitcheU, Holly E Uliee-s, Roxana Pulaci s, Pegg,y A Firth, Debbie A Lindstrom, Scott Alderman, Lori Stark, Kylenc Everett, Timothy S Bu ite, Brandi Heinbaugh, Jamic Armfield, Kath Nyc, Tara Koioski, t mber Engel, Individually a( Scatdc, IVA, iU tntc aad lau ful Anomcy(s} in-Fact a ith full to ccr aiad authoriry hereby coafcrtccl to segn, scal and cxccutc for and on its behal!' bands, unJcrt: d: ing. and thcr ahli atory instrumcnts uf similar ncttnrc 1n Unlimited AmountsauJ to bind it thcmby as fully nnd to the wtttc cstcnt as it such u, tt mcnt wcro si u! by a duly authoriza! o ccr of d c corporation rud all thc actc ol' aid Attumcy, pursuant to the autherity hcreby givcn, arc hcreU} ralificd ard cun6mirJ.

This Pow r af Attomcy is inadc and csccutcd pursuant to and by aa hority of thc Sy- Law printixl on 1hc mti crsc hrrcnf, duly adoptcJ, as indicafcd, by hc sharrho3drrs oCthc cc rporadun.
ln Vitness 14' herenf, 1' ES7TRN SUKE7Y Cqh1P: 1N1' has cauaccl lhcse prcscnts to be signcd by ii Vice Arc sident and itx ca o le scal to be hcrcto atlircd on his I Sth day oflunc,?) 21.

Err WESTERN SURETY COMPANY
0 e°°;
3=
f.sen, a
rron
Paul T, IIruflat Vice Presidcnt
Statc af South bal nta
ss
Counry of tinnch ha J
On this ISth day of 1unc,? U21, bcPorc mc pcncmally cainc Pau] T.[ irutlat, to mc knoun, w ha, tx;ing by mc duly sHom, did dcpusc and say: that hc resid. s in dic Clty ofSiaux Falls, Swtc f Snuth Daknta; thn ho is tiic Vicc Presidrni of WESTERN SUREfY COMPAIYI' Jcscribai in and which cxccutcd hc stw c inatrument; that hc knuw thc sral of said eorporation; chat thc scal affixecl to the said inswmcnt is such cor wratc scal; that it was ui ai'6xcd pursu: mt tn auiho ity giti•en by sUe paaal of Dir ctors af saiJ cnrpor sie n and tha[ he signed his name thrnto pursuant! o like authoriry, and acknowledges samc to b d c acl u ct dced of: id corporation.

Aty couimi, si, n cxpires
M. BEN7 '
if_.:'' FqGar WBIK u*
Ai:udi° 42ti SrF SOt 7 a ma,
M...

M. Bcnt, Notary Pub[ ic
CEIt"ClFICATE:

L. Nciwn, r ssisiattt S4cretary of VC•_S7TRN SURETY Ct IPANY J; hen4ry ceniCy lhat thc Pou•rr at Attomey hercinabove sei forth is s il( in turcc:. and Cunlier tcrtiCy hat th,: t3}'- Law of Ihr coRaoration prirtrt! n: hU revcrsc h nf is stilt in fwce. lestimony whercvf t have hcreuato subxrib l nty namc anci atlixat the s: al ciI tl c+ aid curForatiop this%z- cL y cf . n. Y . 202t
RETrc y,
r

O STERN SURETY C MFANY
14op s?
s S; A 7
M~
s!^'
Fucm E#'_ 0-''-'< i:

T t dson, hssistant Sccmtary
Go 4u wway. cnasuretv. tam> Owner/ Qbtigee Services> Validate Bond Ccrve age, if you want ta verify bond a sthentiaty, 478
riuihurizit B}- Law
ADOPTED BY THE SHAREH+ OLDERS UF ESTERN SUREZ' Y C+E3MPANY 17iis I'a i°cr ofAZtorncy is m:sd and cxccutul punuan icr r,d hy authc ily of Ihe following t3y- lax duly adoptes] by thc shamhoIdcrs otthe Co iipany.

Scctioza 7. All bun ls, palicic. s, undcrtaking,. Po rs of Attomcy, or othcr obiigations of thc caspor, tion shail bc exccvtcd in thc rurpor.itc namc of thc Cumpany by tlre Presidcnt, Sccm ry, ancl Assistant Sccntary, Trcasarcr, vt any Vicc Pccsidcnt, or by such othcr ofiiccrs ss thc t3oard af llirrctars cn.ny authoriu. " ii c Prc iden. any Vicc Pn.sident, Sccrctary, any Assistant SccreWry, ur thc Trcasurcr may appoini Attorncys in Fact or agcnts who shall 1 a' c. authority to issuc b nds, pc( icics, or undcn ings in thc nan c of the Company.

Thc carporatc scal is not a. ccssary for tlic validity of an bands, policics, undertakings, Powcrs of Attomcy or othcr obligations of thc corporatican. Tlic sigT ariirc of any such o{ iiccr and thc cnrpi rrte sca! may bc prinicd by facsimitc. 479
DATE( MM/ DD/ YYYY) CERTIFICATE OF LIABILITY INSURANCE p' ° f4 06/ 29/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsement s .

PRODUCER CONTACT NAME:

CANNON COCHRAN MANAGEMENT SERVICES, INC.
17015 N. SCOTTSDALE RD PHONE( A/ C No. Ext): FAX( A/C No.Ext):

SCOTTSDALE, AZ 85255 E- MAIL ADDRESS: certificateteam ccrosi. com INSURER S AFFORDING COVERAGE NAIC#
INsurtert a: ACE American Insurance Co. 22667
INSURED iNsuRER B: Indemnit Insurance Co of North America 43575 REPUBLIC SERVICES, INC. iNSUReRc: ACE Fire Underwriters Insurance Co. 20702 18500 N. ALLIED WAY iNsuReR n: Illinois Union Insurance Com an 27960 PHOENIX, AZ 85054 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 1977651 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
TypE OF INSURANCE ADDL SUBR pOLICY NUMBER

POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/ DD MM/ DD/ YYYY) A
X COMMERCIAL GENERAL LIABILITY HDO G72482074 06/ 30/ 2021 06/ 30/ 2022 EACH OCCURRENCE 5, 000, 000

CLAIMS- MADE OCCUR DAMAGE TO RENTED
PREMISES( Ea occurrence)
5, 000, 000
MED EXP( Any one person)
PERSONAL& ADV INJURY 5, 000,000
GEN'L AGGREGATE LIMIT APPLIES PER:

GENERALAGGREGATE 5, 000, 000

POLICY PROJECT LOC
PRODUCTS- COMP/ OP AGG 5, 000,000
OTHER:

A
UTOMOBILE LIABILITY ISA H25549752 06/ 30/ 2021 06/ 30/ 2022 COMBINED SINGLE LIMIT x ANY AUTO Ea accident)
5, 000, 000
X OWNED AUTOS SCHEDULED BODILY INJURY( Per person)

ONLY AUTOS

X HIRED AUTOS NON- OWNED
BODILY INJURY( Per accident)

ONLY AUTOS ONLY PROPERTY DAMAGE
Per accident)

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS- MADE GGREGATE
DED RETENTION$
B

ORKERS COMPENSATION
Y N N q WLR C67824064 AOS 06/ 30/ 2021 06130/ 2022 X PER ND EMPLOYERS' LIABILITY STATurE OTHER
4 WLR C67824027 CA1MA/ OR 06/ 30/ 2021 06/ 30/ 2022
NY PROPRIETOR/ PARTNER/ EXECUTIVE SCF C67824106- WI O6/ 30/ 2021 06/ 30/ 2022 E. L. EACH ACCIDENT 3, 000, 000 C FFICER/ MEMBER EXCLUDED? WCU C67824143- OH XS 06/ 30/ 2021 06/ 30/ 2022 E. L. DISEASE- EA EMPLOYEE $ 3, 000, 000 Mandatory in NH)
TNS C68990592- TX NSXS 06I30/2021 06/ 30/ 2022 E. L. DISEASE- POLICY LIMIT 3, 000, 000 p If yes, describe under
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Division Number: 4207- Named Insured Includes: Lathrop Sunrise Sanitation Corporation- Dba: Allied Waste Lathrop Sanitation Services

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Lathrop ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 25( 2016/ 03) The ACORD name and logo are registered marks of ACORD 480
AGENCY CUSTOMER ID:

LOC#:

A ADDITIONAL REMARKS SCHEDULE P P 4

AGENCY NAMEDINSURED
REPUBLIC SERVICES, INC.

POLICY NUMBER 18500 N. ALLIED WAY
See First Page PHOENIX, AZ 85054

CARRIER NAIC CODE
See First Page EFFECTIVE DATE:

ADDITIONAL REMARKS CERTIFICATE NUMBER: 1977651
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM.

FORM NUMBER: 25 FORnn TIT e: CERTIFICATE OF LIABILITY INSURANCE The following provisions apply when required by written contract. As used below, the term certificate holder also includes any person or organization that the insured has become obligated to include as a resuit of an executed contract or agreement.

GENERAL LIABILITY:

Certificate holder is Additional Insured including on- going and completed operations when required by written contract.

Coverage is primary and non- contributory when required by written contract.

Waiver of Subrogation in favor of the certificate holder is included when required by written contract.

AUTO LIABILITY:

Certificate holder is Additional Insured when required by written contract.

Coverage is primary and non- contributory when required by written contract.

Waiver of Subrogation in favor of the certificate holder is included when required by written contract.

WORKERS COMPENSATION AND EMPLOYERS LIABI ITY:

Waiver of Subrogation in favor of the certificate holder is included when required by written contract where allowed by state law.

Stop gap coverage for ND, WA and WY is covered under policy no. WLR C67824064 and stop gap coverage for OH is covered under policy no. WCU C67824143, as noted on page 1 of this certificate.

TEXAS EXCESS INDEMNITY AND EMPLOYERS LIABILITY:

Insured is a registered non- subscriber to the Texas Workers Compensation Act. Insured has fifed an approved Indemnity Plan with the Texas Department of Insurance which offers an alternative in benefits to employees rather than the traditional Workers Compensation Insurance in Texas. The excess policy(# TNS C68990592) shown on this certificate provides excess Indemnity and Employers Liability coverage for the approved Indemnity Plan.

Contractual Liability is inciuded in the General Liability and Automobile Liability coverage forms. The General Liability and Automobile Liability policies do not contain endorsements excluding Contractual Liability.

Separation of Insured( Cross Liability) coverage is provided to the Additional Insured, when required by written contract, per the Conditions of the Commercial General Liability Coverage form and the Automobile Liability Coverage form.

Additional Insured includes: City of Lathrop, iYs Officers, Officials, Employee and Volunteers, when required by written contract.

The ACORD name and logo are registered marks of ACORD
481
Pa e3o#4
2 P C LIC''' lalU 9B R: HDO G 2482U74 En rsEmen# Numbsr: 1d9 aGCMiIiiER CIA GENE IABILITY
CG 20 10 07 Q4
THIS ENDORS ME IT CHAN ES THE OLI C'. PLEAS F El 1D I' CI, REFU I.Y.

ADDITIC3NAL INSUR E - VMER, LES E OR
C t TRACTQRS - S IE ULED PE C3N OR

ORGANIZA' IQN
This endfl sement modifies insurance provided under the ft l Iflwing:

GOtv1MERCIAL GEtVERAL LIASILITY GOVERAGE PART

S CMEDULE
Na e Uf Addltlonal Insured P'erson( s} Location s) Of Covered Operations Or arganization( s):

Any Owner, Lessee or Contractor whom you have All lacations where you are performing operations for agreed to include as an additianal insured under a such additional insured pursuant to any such written written contract requiring CG2t310( Q704), provided contract. such caniract was execut d prior to the date of
lass.

Infonrration re uired to cam lete this Schedule if nat shau rn above, will be shown in the Declara#ions_ A. Section II — Wha Is An Insured is amended to 8. Wi#h respect ta the insurance afforded to these include as an addi6anal insured the persan( s} or additional insureds, the following additional excluorganization( sy shown in the 8chedule, bu# only sians apply:
with respect to liability fs r " badily injury", " pro- his insurance does nat apply ta " bodily injury" or petty damage" ar " personal and adWertising property damage" accurring after: injury" caused, in whale or in part, bY: qll wark, in iuding materiais, parts oc equip.

1. Yflur acts ar omiss ans; ar ment furnished in connecEiort with such work,

2. ? he acts or omissians of those acting an
on th project( other than setvice, maintenance
yaur behalf; or repairs) tq be performed by c r on behalf of the ad ibanal insured( s) at th Icfcatian af the
in the pertormance of your angaing c eratians cauered aperatians has beer ccympleted; or fo the additianal insu ed( s at tl e loea o( s}
designated aboWe. t part on of" yQur wsrk" ou af wh e€ the i
j r c r dar ac e arises has t een put tra its rter ded use by any persan ae arganization other tf r anather cc r trac 6r esr sufaco tractar
engag ee n perfo rr ing apera ns for a p i cpal as a art af the sarne prQ cf.

GG 20 itt t? Q4 ISE7 Properties, I c., 2Qt} 4 Pags 1 e f 1 482
Pa e of 4
13 PL LI' NIJMBER: HO+ G72 8207 3 ndorsem nt l um,t eer. 1' 1 1MEFR UAL GENE 1. LI 4BILITY
CG 3 3' 071} 4
THIS EN} flR3 AAEN? MANGES 1 lE PilLICY. PL 4SE tE3AD I? CAR FUL. Y.

ADDITI i 4. INaURE - + J1N lEFiSj LES EES C3R
C TRJ4CT RS - CC IUIP. ETE] + O ERAT1 3l 1S
t' h s endflrsement modi es nsurance pravided under me following:

CflN1 NERCIAL GENERAL. LIABILITY CQVERAGE PART

SCHEDU E
Name Of Addltianal Insured Person( s)
Or Or an zatio s : Location And Descri tion+Df Com leted O eratians Any dwner, Lessee or Ctsntractor whom yQu ha e All locations where you are performing operations for agreed to include as an additibnal insured under a such additit nal insured pursuant to any such writter written cnntract requiring CG2037( 0704}, provided contract. such contract was executsd p ior to the date of lass.

Inforrnation re uired to cam lete this Schedule, if not shown above, wiil be shown in the Declara4ions.

Section II - Who Is An Insured is amended ta
include as an additional insured the persan( s) ar
arganization( s) shown in the Schedule, but only wi#h
respect ta Ilaaility far" badily injury" ar" prapeRy damage" caused, in whole or in part, by " yaur v rork" at he location designated and described in the schedule of this endorsement pertarmed for that additional insured and included in the " praducts- completed
aperatians hazard".

GG E13 Q?' E14 I C f'rcz ter es, Inc,. ac) 4 Page' af 1 483
DocuSign Envelope ID: 8CE04408- 1647- 460B- 94F7- CFD7303310EC ATTACHMENT _.
c ty of
Park, Recreafion & Maintenance Services 390 Towne Centre Drive, Lathrop, CA 95330 Phone ( 209) 941- 7370
www.ci.lathrop.ca.us

INDUSTRIAL REFUSE COLLECTION

LICENSE APPLICATION
COMPANY NAME: USA Waste of California, dba Stockton Scavengers ADDRESS: 1240 Navy Dr
Stockton, CA 95206

PHONE/ FAX
EMAIL:

The following license requirements are setforth by the City ofLathrop Municipal Code, Title 8 Health & Safety, Chapter 8. 16 Garbage Collection & Disposal, Section 8. I6.I40 Industrial Solid Waste Removal— License Required

CHECK IF

ENCLOSED
PROPOSED CUSTOMERS LIST( Names and Addresses): X

SIGNED STATEMENTS FROM NEW INDUSTRIAL CUSTOMERS ADDRESSED TO CITY( See Municipal Code section 8. 16. 140. 2):

NUMBER, KIND, AND CAPACITY OF VEHICLES AND OTHER EQUIPMENT X Must be in compliance with all applicable air pollution control laws):

ORIGINAL PERFORMANCE BOND OR OTHER SECURITY ATTACHED ($ 25, 000)- X ORMOST RECENT FINANCIAL STATEMENT AND/ OR AUDIT
The applicant shall provide proof offinancial ability to provide service contemplated by the application)

INSURANCE CERTIFICATE NAMING THE CITY, ITS OFFICES AND EMPLOYEES AS AN ADDITIONAL 1NSURED X
See Municipal Code section 8. 16. 140.I for Insurance Requirements):

LICENSE FEE ENCLOSED ($ 2, 500) X
ADMINISTRATION FEE ($ 92) X

Page 1 ends

484
DocuSign Envelope ID: 8CE0440B- 1647-4606-94F7-CFD7303310EC ilty Of
Park, Recreafion & Maintenance Services 390 Towne Cenrre Drive, Larhrop, CA 95330 Phone ( 209) 941- 7370
www.ci.lathrop. ca.us
TYPE OF WASTE REMOVAL SERVICE:

Thefollowing definitions are setforth by the Ciry ofLathrop Municipal Code, Title 8 Health& Safety, Chapter 8. 16 Garbage Collection & Disposal, Section 816.010 " Industrial solid waste" means solid waste originatingfrom mechanized manufacturingfacilities,factories, refineries andpublicly operated treatment works.

APPLICANT SIGNATURES:

CDocuSigned
by:
j ( 04/ 29/ 2022
nr,anne rEAFd S

SIGNATURE DATE
Barry Skolnick
PR1NT NAME
President
TITLE
PROCESSED BY:
l'' ; a'

SIGNATURE DATE

MELISSA STATHAKOPOULOS

MANAGER

PARKS, RECREATION& MAINTENANCE SERVICES
APPROVED BY:

TODD SEBASTIAN DATE

DIRECTOR

PARKS, RECREATION& MAINTENANCE SERVICES

Page 2 ends

485
C R A INC 16777 HOWLAND RD LATHROP 95330- 9777
CALAVERAS MATERIALS INC 1945 LATHROP RD LATHROP 95330- 9708 CUNHA DRAYING INC 1500 MADRUGA RD LATHROP 95330- 9779
DIAMOND PET FOOD PROCESSORS 250 ROTH RD LATHROP 95330- 9724 DIAMOND PET LATHROP 20YDS FWST 250 ROTH RD LATHROP 95330- 9724 DIAMOND PET LATHROP- FEL 11900 S HARLAN RD LATHROP 95330- 8767 ENTERPRISE TRUCK RENTAL 12715 S MANTHEY RD LATHROP 95330- 8401 FOOD EXPRESS 1250 MADRUGA RD LATHROP 95330- 9779
HAVEN ACRES RIVERCLUB 1691 FREWERT RD LATHROP 95330- 9784 J R SIMPLOT CO 16777 HOWLAND RD LATHROP 95330- 9777
J R SIMPLOT CO- TRASH 16777 HOWLAND RD LATHROP 95330- 9777 MORONES, SHAWN 891 MANILA RD LATHROP 95330- 8711
OLIVERA FOODS 944 BOWMAN LATHROP 95330
PRESTON PIPELINES INC 12687 S MANTHEY RD LATHROP 95330- 8400 QUEST MANUFACTURING 3964 YOSEMITE AVE LATHROP 95330- 8714 RAMIREZ, JESUS 483 MANILA RD LATHROP 95330- 9380
SILVER CHASE SELF STORAGE 12565 S MANTHEY RD LATHROP 95330- 9732 TUFF BOY SALES INC 3870 YOSEMITE AVE LATHROP 95330- 9748 WIRE MESH WEST COAST LLC 15380 5 MCKINLEY AVE LATHROP 95330- 8782

CAPITAL USED
1 RO TRUCK
10, 20, 40 YARD CONTAINERS AND COMPACTORS
486

NATIONAL GUARANTY INSURANCE COMPANY OF VERMONT
76 ST. PAUL STREET, SUITE 500 BURLINGTON, VT 05401
Memorandum
DT: May 6, 2021
7'0: Cathy Ng
Waste Management
Attn: Cathy Ng
172- 98th Ave.

Oakland, CA. 94603- 1004
FR: Brandi Guthrie
Insurance Officer
Bond No. LB03- 0549- TX— Stockton Scavenger
Enclosed please find the renewal document for the above referenced bond. This document has been executed at your request for the June 30, 2021 to June 30, 2022 term.

Please forward the original to the Obligee and retain a copy for your files.

If you have any questions or need further assistance, please contact Diana Seng, Director of Treasury and Financial Assurance at( 713) 265- 1322 or Dseng@wm. com.

Enclosures
487

NATIONAL GUARANTY IAISURANCE COMPANY OF VERMONT
76 ST. PAUL STREEf, SUITE 500 BURLiNGTON, VT 05401

EXTENSION CERTIFICATE
To be filed with the Obligee)
License/ Permit Bond
Bond Number: LB03- 0549- TX
To be attached to Bond described below, executed by National Guaranty Insurance Company of Vermont as Surety:

PRINCIPAL: Waste Management of California, Inc.

OBLIGEE: City of Lathrop
DESCRIPTION: Industrial Refuse Collection
Said Principal and said Surety hereby agree that the term of said bond is extended from the 30th day of June, 2021 to the 30' day af June, 2022 subject to a11 other provisions, conditions and limitations of said bond, upon the express condition that Surety' s liability during the original term of said bond and during any extended term shall not be cumulative and shall in no event exceed the amount of Twenty Five Thousand and 00/ 100 - - --- -- - - - - - --- ($ 25, 000. 00).

Signed, sealed and dated this 6' day of May 2021.

WastP l Ianagement of California, Inc.

By: G
Peter Snell, Attorney- In-Fact
National Guazanty Insurance Company ofVermont
By:
randi Guthrie, Attorney- In-Fact
488

ACKNOWLEDGEMENT BY SURETY

STATE OF VERMONT

COUNTY OF CHITTENDEN
On this 6' day of May, 2021, before me Sandra Groenin a notary public in and for the State of VERMONT with principal office in the County of CHITTENDEN residing therein, duly commissioned and sworn, personally appeared Peter Snell. known to me to be the attorney- in-fact of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same.

In witness whereof, I have hereunto set my hand and xed my oi icial seal, at my office in the aforesaid County, the day and year in this certificate first above written. te G. oe'''
5 .

Notary Public in and for th tate of Vermont
Commission :
2 ; No. 0012895 : My commission expires 31 2
od F
tA .'
3;
0 F
o .....• J
Gb Sta$° ACKNOWLEDGEMENT BY PRINCIPAL

STATE OF VERMONT

COUNTY OF CHITTENDEN
On this 6' day of Ma,y, 2021, before me Sandra Groenin a notary public in and for the Staxe of VERMONT with principal office in the County of CHITTENDEN residing therein, duly commissioned and sworn, personally appeared Brandi Guthrie, known to me to be the attorney- in- fact of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same.

In witness whereof, I have hereunto set my hand and affixed my official seal, at my office in the aforesaid County, the day and year in this certificate ftrst above written. s,aaG' @: f
Notary Public in and for the ate ofVermont
Commission :

Z ; No. 0012895 ; -- My commission expires o,, • c
p. 3 .•'•
o
A •••.....•• . 0
Sfai6°
489

POWER OF ATTORNEY
KNOWN ALL MEN BY TRESE PRESENTS that Waste Management. Inc. and eacn of its direct and indirect majority owned snbsidiaries( the" WM Entities"), have constituted anu appointed and do hereby appoint Peter Snell, Brandi Guthrie, Bradley Klein, and Nancy Madden ofAon Instuance Managers( USA} Inc., each its true and lawful Attorney-in-fact to execute under such designation in its name, to affix the corporate seal approved by the WM Entities for such purpose, and to deliver£ or and on its behalf as surety thereon or otherwise, bonds of any of the following classes, to wir

1. Surety bonds to the United States of America or any agency thereof, and lease and miscellaneous surety bonds required or permitted under the laws, ordinances or regulations of any State, City, Town, Village, Board or any other body or organization, public or private.

2. Bonds on behalf of WM Entities in connection with bids, proposals or contracts.

The foregoing powers granted by the WM Bntities shall be subject to and conditional upon the wvritten d.irection of a duly appointed officer ofthe applicable VJM Entity( or any designee ofany such officer) to cxecute and deliver any such bonds.

The signatutes and attestations of such Attomeys-in-fact and the seal ofthe WM Entity may be affixed to any such bond, policy or to any cerll'ificate relating thereto by facsimile and any such. bond, policy or certificate bearing such facsiYnile signatures or facsimile seal shall be valid and binding upon the applicable WM Entiiy when so affixed.

IN WITNESS WHEREOF, the WM Entities have caused these presents to be signed by the Vice President and Treasurer and its corporate seal to be hereto affixed. Tius power of attomey is in effect as of Mav 202 1 .
11Vitness: On behalf of Waste Management, Inc. and
each ofthe other WM Entities
c-v. 6'' c-.

David Ree
Vice President and Treasurer
490

POWER OF ATTORNEY
KNOWN ALL MEN BY THFSE PRESENTS that the National Guaranty Inswance Campan} of Vermoirt, 76 St Paul Street, Suite 500, Burlington, Vermont Ccxporation ( the" Cocporation")_ has constituted and appointed and does hereby constitube and appo t Peber Snell, Brandi Guthrie, Bradley Kleus, and Nancy Madden ofBurlington, Vermont, each ixs true and Iawful Attorney- in- fact to execute undar such desi nation in its name and to affix its corporate seal to deliver for and on its behalf as surety Wereon or otherwisa, bonds of any ofthe following classes, to wit:
l. Surety bonds to the United States ofArnerica or any agency therea including lease and miscellaneous surety bonds required or peimitted under the laws, ordinances or rogulations ofany State, City,' I'ow t, Village, Board or any other body or orga.nization, public or private.

Bonds on behalf of conttactors in connection with bids. proposals or conaacts.

3. Insurance policies and Certificates ofInsurance related to financia7 assurance for closure, post- closure andlor corrective action obligations.

The foxegoing powers granted by the Corporarion shall be subject to and cunditional upon the written dire.ction of any o cer( or any designee of any such officer) to execute and deliver anv such bonds.

The signatures and attestations of such Attomeys- in-fact and the seal of the Corporation mey be affixed to any such bond, policy or to any certificate relating thereto by fncsimile and any such bond, policy or rt icate bearmg such facsimile signat ues or facsimile seal shall be valid and binding upon the Cor wration when so affixed.

IN WITNESS WHEREOF, the Corporadon has caused these preserrts to be si med bv the President and its corporate seal to be hereto affixed. This power of attorney is in effect as of Mav 6 202-
Witness: NATIONAL GUARANTY INSIIRANCE

COMPANY OF VERMONT
il -
Diana Seng David Reed
Secretary President
Revised 06/ 02f20
491

DATE( MM/ DDIYYYV)
ACORL7 CERTIFICATE OF LIABILITY INSURANCE iiii2o23 12/ 9/ 2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL iNSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsement( s).

PRODUCER LOCKTON COMPANIES NAMEACT
3657 BRIARPARK DRIVE, SUITE 700 PHONE i a Na:

HOUSTON TX 77042 e- Mni
866- 260- 3538
ADDRESS:
iNSURER S AFFORDING COVERAGE NAIC#
NsuReR n: ACE American Insurance Com an 22667

INSURED
WASTE MANAGEMENT HOLDINGS, INC.& ALL AFFILIATE INSURER B: I11d0I11111 Insurance Co of North America 43575 1300299
LATED& SUBSIDIARY COMPANIES INCLUDING: NsuReR c: ACE Fire Underwriters Insurance Com an 20702 STOCKTON SCAVENGERS INSURER D: ACE PTOpO & Casualty Insurance Co 20699 1240 NAVY DRIVE
INSURER E:

STOCKTON CA 95206
INSURER F:

COVERAGE CERTIFICATE NUMBER: 11291846 REVISION NUMBER: XXXXXXX

INSR
7ypE OF INSURANCE

ADDL SUBR
pOLICY NUMBER MMIDDIYYW MM/ DDIYYYY LIMITS LTR

COMMERCIAL GENERAL LIABILITY
A X Y Y HDO G72492365 I/ t/ 2022 1/ 1/ 2023 EACH OCCURRENCE S OOO OOO CLAIMS- MADE OCCUR PREM SES Ea oNcur ence $ S OOO OOO
X XCjJ jNCLjJDED MED EXP( Any one person) $ XXXXXXX
X ISO FORM CG00010413 PERSONAL& ADV INJURY $ S OOO OOO
GEN' L AGGREGATE LIM T APPLIES PER: GENERAL AGGREGATE $ C) OOO OOO POLICY jE LOC PRODUCTS- COMP/ OP AGG $ O OOO OOO
OTHER:

A AUTOMOB LE LIABILITY Y Y MMT H25550328 1/ 1/ 2022 1/ 1/ 2023 COMBINED SINGLE LIMIT $
Ea accident 1 0
X
ANY AUTO BODILY INJURY( Per person) 8 XXXXXXX
X AUTOS ONLY AUTOSULED BODILY INJURY( Per accidenl) S XXXXXXX X

HIRED XNON- OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident XXXXXXX
X MCS- 90 XXXXXXX
D X
UMBRELLALIAB X OCCUR Y Y XEUG27929242007 1/ 1/ 2022 1/ 1/ 2023 EACHOCCURRENCE ISOOOOOO EXCESS LIAB CLAIMS- MADE AGGREGATE 1 S OOO OOO
DED RETENTION$ XXXXXXX
B

WORKERS COMPENSATION Y X
PER OTHAND EMPLOYERS' LIABILITY WLR C68918595 AOS 1/ 1/ 2022 1/ 1/ 2023 STATUTE ER t1 Y N WLR C68918558 AZ, A Bc MA UI/ 2022 I/ I/ ZO23 E. L EACH ACCIDENT 3 OOO OOO C ANY OFFICER/ PROPRIETOR/ MEMBEREXCLUDED? PARTNER/ EXECUTIVE NIA SCFC6H91H63( I UU2O22 I/ UZOZ3 Mandatory in NH) E. L. DISEASE- EA EMPLOYEE $ 3 Q Q 000 DESCRIPTION OF OPERATIONS below E. L. DISEASE- POLICY LIMIT $ 3 OOO OOO q EXCESS AUTO Y Y XSA H25550286 1/ 1/ 2022 1/ 1/ 2023 COMBINED SINGLE LIMIT LIABILITY 9, 000,000

EACH ACCIDENT)
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

BLANKET WAIVER OF SUBROGATION IS GRANTED IN FAVOR OF CERTIFICATE HOLDER ON ALL POLICIES WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT WHERE PERMISSIBLE BY LAW. CERTIFICATE HOLDER IS NAMED AS AN ADDITIONAL INSURED ON ALL POLICIES( EXCEPT FOR WORKERS' COMP/ EL) WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT. ADDITIONAL INSURED IN FAVOR OF CITY OF LATHROP( ON ALL POLICIES EXCEPT WORKERS' COMPENSATION/ EL) WHERE REQUIRED BY WRITTEN CONTRACT.

CERTIFICATE HOLDER CANCELLATION See Attachment
11291846

CITY OF LATHROP SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 390 TOWNE CENTRE DRIVE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN LATHROP CA 95330 ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIV
O 1988-2015 ACORD CORPORATIO . Ail rights reserved.

ACORD 25( 2016/ 03) The ACORD name and logo are registered marks of ACORD 492
Attachment Code: D462684 Certificate ID: 11291846
POLICY NUMBER: HDO G72492365 Endorsement Number: 39

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - ( Form B)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART.

SCHEDULE
Name of Person or Organization: CITY OF OAKLAND AND ITS COUNCIL MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES.

If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
WHO IS AN INSURED( Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of" your work" for that insured by or for you.

CG 20 10 1185 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 493
ATTACHMENT .....

City of
W _._,____ =—
Mw.- ._.:._ ____.________ .. W:. ....._. . .-,-....:_..

M ......

Park, Recreat on& Mc intencxnce Services 390 T wne Cenrre Drive, La hrop, CA 95330 Pizone ( 209) 941- 73? 0
www.ci.lathrop,ca.us
INDUSTRIAL REFUSE COLLECTI4N
LICENSE APPLICATIt N
COMPANY NAME: Ground Force+ Enterprises
ADDRESS: 6 2' 1 Grassland Drive
Castro Vailey, CA 94552
PHONE/ FAX S O. g 2.g055
EMAIL: office@groundforceenlerprises. cam
ThefoClowing license require nents are setf rth h the City afLathrop Municipal Code, 7'itle 8 Health& Safety, '/ iapter 116 Garbage Collection& Disposal, Section$. 16.140 Industrial Svli l Waste R moval- License Requrrerx

CHECK IF
ENCLO5ED
PROPOSED CUSTOMERS LIST( Nam s and Addresses): X
SIGNED STATEMENTS FROM NEW INDUSTRIAL CUS' COMERS ADDR: ES5ED X TO CITY( See Munici al Code section 8. C. 140. 2):

NUMBER, KIND, AND CAPACITY OF VEH[ CLES AND OTHBR EQUIPMENT X fMust be in compliance tivith all applicable airpolltttion control laws):

ORIGINAL FERFQRMANCE BOND OR OTI-IER SECUI ITY ATTACHF, D($ 25, 000)- X ORIVIOST RF,C NT FINANCIAL STATBMENT AND/OR AUDIT
The applicant shall provide proof af financial ability to provide service c ntemplated by the application)
INSURANC:E CERTIFiCATE NAMING THE CITY, 1TS OP' ICBS ANQ EIVIPLOYEES AS AN ADDiTIONAL INSURED X
See Municipal Code section 8. 16. I40.I for Insurance Reqt irements):

LICENSE FEE ENCLOSED($ 2, 500) X
ADMINISTRATION FEE($ 92} X

Page 1 ends

Lathrop City CouncilMay 16, 2022

Lathrop City Council
May 16, 2022