Agenda packet — Lathrop City Council, July 10, 2023 (part 2 of 3)

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CITY OF LATHROP — PROFESSIONAL SERVICES AGREEMENT
SOLID NETWORKS, INC. FOR CO- MANAGEMENT OF SERVERS, NETWORK,

VIRTUAL ENVIRONMENT AND STORAGE AREA NETWORK
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.
b) Commercial General and Automobile Liability 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 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).

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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.
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 One Million Dollars ($ 1, 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.

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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.

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 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;

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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.
10) 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.

This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

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11) 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.
12) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 13) Termination
Either CITY or CONSULTANT may cancel this Agreement upon 30 days written notification to the other party. In the event of termination, the CONSULTANT shall be entitled to compensation for services performed to the effective date of termination; provided, however, that the CITY may condition payment of such compensation upon CONSULTANT' S delivery to the CITY of any or all documents, photographs, computer software, video and audio tapes, and other materials provided to CONSULTANT or prepared by or for CONSULTANT or the CITY in connection with this Agreement.
14) 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. 15) 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.

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CITY OF LATHROP — PROFESSIONAL SERVICES AGREEMENT
SOLID NETWORKS, INC. FOR CO- MANAGEMENT OF SERVERS, NETWORK,

VIRTUAL ENVIRONMENT AND STORAGE AREA NETWORK
To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
Copy to: City of Lathrop
Information Technology
390 Towne Centre
Lathrop, CA 95330
MAIN: ( 209) 941- 7430
FAX: ( 209) 941- 7449
To Consultant: Joe Cram
Solid Networks, Inc.
5686 Pirrone Road
Salida CA 95368
Phone: 209-338- 1430
Fax: 209- 338- 1431
16) 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) 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 these specifications.
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, which 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.

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SOLID NETWORKS, INC. FOR CO- MANAGEMENT OF SERVERS, NETWORK,

VIRTUAL ENVIRONMENT AND STORAGE AREA NETWORK
f) 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. g) 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.
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.
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) Severability. 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.
k) 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.

I) 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.

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m) 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.
n) 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. o) 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.
17) 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 for any services prior to issuance of the Notice to Proceed.
18) 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.

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CITY OF LATHROP — PROFESSIONAL SERVICES AGREEMENT
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Approved as to Form: City of Lathrop
City Attorney
Z Z3
Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Chief Information Officer
Tony Fernandes Date
Approved By: City of Lathrop
Resolution: 390 Towne Centre Drive
Lathrop, CA 95330
Stephen V. Salvatore Date
City Manager
CONSULTANT: Solid Networks, Inc.
5686 Pirrone Roade
Salida, CA 95368
Fed ID #
Business License # 20058
Date
Print Name and Title)

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olidl etvv r s
Solid Networks
Mark Ricci

1. 209. 338. 1424
Mark. Ricci@SolidNetworks. com
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We have prepared a quote for you
City of Lathrop FY24- FY26 SolidCare MSA Renewal
Quote # 008256
Version v1
Prepared for:

City of Lathrop
Tony Fernandes
tfernandes@ci. lathrop. ca. us
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Statement of Work

STATEMENTOF WORK
This Statement of Work(" SOW') is governed under the Master Service Agreement( the" AgreemenY') between Solid Networks, Inc.(' tinre", " us", " our" or" SNI"), and you(" you"," your" or" Client"), the entity who accepts the order to which this SOW is attached( the" Order"). This SOW is effective as of date on which you accepted the Order(" Effective Date").

The services described in the Order and as described below( collectively, the" Services") will be provided to you. Services that are not specifically described in the Order and this SOW will be out of scope and will not be provided to you unless othervvise agreed to by us in writing. ( From this point forward, the Order and this SOW will be collectively referred to as this" SOV.

SCOPE OF SERVICES
Onboardinq Services.

The following onboarding services will be performed under this SOW:

Uninstall any monitoring tools or other software installed by previous IT consultants.

Compile a full inventory of all protected servers, workstations, and laptops.

Uninstall any previous virus protection and install our managed antivirus application.

Install remote support access application on each managed device to enable remote support.

Configure patch management application and check for missing security updates.

Uninstall unsafe applications or applications that are no longer necessary.

Optimize device pertormance including disk cleanup, antivirus, and spyware scans.

Review firewall configuration and other network infrastructure devices.

Review status of battery backup protection on all devices.

Stabilize network and assure that all devices can securely access the file server.

Review and document current server configuration and status.

Determine existing backup strategy and status; prepare backup options for consideration.

Review password policies and update user and device passwords.

As applicable, make recommendations for changes that should be considered to the managed environment.

If deficiencies are discovered during the onboarding process, we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of our monthly managed services. Please note, unless otherwise expressly stated in this SOW, onboarding- related services do not include the remediation of any issues, errors, or deficiencies(" Issues"), and we cannot guarantee that all Issues will be detected during the onboarding process.

Onqoinq / Recurrinq Services. Upon the completion of onboarding services ( if any), the services listed in the Order and described below will be provided to you on an ongoing basis during the term of this SOW.

Manaqed Services
See the Order for the scope of our managed services.

Data Backuo
SNI' s backup and disaster recovery( BDR) services include:
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Manaaed backup of servers and workstations listed in the Order 24/ 7 monitoring of backup system, including offsite backup, offsite replication and an onsite backup appliance(" Backup Appliance") Troubleshooting and remediation of failed backup disks
Preventive maintenance and management of imaging software Firmware and software updates of backup appliance
Problem analysis by the network operations team
Monitoring of backup successes and failures
Daily recovery verification
Backed- Uo Servers/ Workstations: See Order for servers/ workstations that will be backed up.

Note: Data on equipment that is not specifically listed in the Order will not be backed up.

Storaae Limitation: Client will be allocated the of storage space for backup and recovery purposes as listed in the Order. Any space required or requested by Client beyond this amount will be provided to Client in blocks of 100 GBs, at the cost of$ 5. 00 per block.

Backu Freauency: On- site backups will occur in real time; offsite backups will occur no less than every three( 3) hours, Monday through Friday.

Backuo Data Securitv: All backed up data is encrypted in transit and at rest in 256- bit AES encryption. All facilities housing backed up data implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities.

Backuo Retention: SNI only guarantees retrieval of the most recent recovery point sent to the backup appliance in a local recovery situation. SNI only guarantees retrieval of archived data sent to the off-site data center in the prior calendar day.

License Grant. All Backup Appliances are embedded with proprietary software(" BDR Software"). SNI hereby grants to Client a non- exclusive, royalty free, nontransferable license, during the term of this SOW, to use the BDR Software in conjunction with the BDR- related services provided by SNI. Client shall not reverse engineer, de- compile or othervvise use the BDR Software in any manner not specifically authorized by SNI.

Data Recovery Services
You must contact us if data recovery services are needed. Upon your payment of the applicable fees ( described below), we will make your backed up data available to you in a hosted, virtual environment. Your access to the backed up data will continue for a period of two( 2) weeks; extended access time is available as described in the Fees section, below.

Locations Covered bv Services
Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. Onsite visits will be scheduled in accordance with the priority assigned the issue ( below), and are subject to technician availability. Unless we agree othervvise, all onsite Services will be provided at ClienYs primary office location listed in the Order.

Manaqed Equipment/ Hardware / Software
The Services will be applied to the equipment listed in the Order(" Covered Hardware").

The Services will apply to the software listed in the Order(" Supported Software") provided, however, that all Supported SoHware must, at all times, be properly licensed, and under a maintenance and support agreement from the Supported Software' s manufacturer.

In this SOW, Covered Hardware and Supported Software will be referred to as the" Environment." Term; Termination
The Services will commence, and billing will begin, on the date indicated in the Order(" Commencement Date"). We reserve the right to delay the Commencement Date until all onboarding/ transition services ( if any) are completed, and all deficiencies/ revisions identified in the onboarding process( if any) are addressed or 1 '
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remediated to SNI' satisfaction.

The Services shall continue for a minimum term of thirty- six( 36) months from the Commencement Date and, thereafter, shall continue on a month- to- month basis, cancelable by either party for any reason upon the provision of one( 1) month prior written notice.

Assumptions / Minimum Requirements / Exclusions
The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:

All equipment with Microsoft Windows operating systems must be running then- currently supported versions of such software and have all of the latest Microsoft service packs and critical updates installed.

All software must be genuine, licensed and vendor- supported.

Server file systems and email systems( if applicable) must be protected by licensed and up- to- date virus protection software.

The Environment must have a currently licensed, vendor-supported server- based backup solution that can be monitored.

All wireless data traffic in the environment must be securely encrypted.

There must be an outside static IP address assigned to a network device, allowing VPN access.

All servers must be connected to working UPS devices.

Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices. Server restoration will be to the point of the last successful backup.

Client must provide all software installation media and key codes in the event of a failure.

Any costs required to bring the Environment up to these minimum standards are not included in this SOW.

Client must provide us with exclusive administrative privileges to the Environment.

Client must not affix or install any accessory, addition, upgrade, equipment or device on to the firewall, server, or NAS appliances( other than electronic data) unless expressly approved in writing by us.

Exclusions. Services that are not expressly described in this SOW will be out of scope and will not be provided to Client unless othervvise agreed, in writing, by SNI. Without limiting the foregoing, the following services are expressly excluded under this SOW, and if required to be pertormed, must be agreed upon by SNI in writing:

Major refresh projects, such as hardware( network, systems, endpoint) replacement or additions, major reconfigurations in hardware or software.

Customization of third party applications, or programming of any kind.

Support for operating systems, applications, or hardware no longer supported by the manufacturer.

Data/ voice wiring or cabling services of any kind.

Battery backup replacement.

Equipment relocation.

The cost to bring the Environment up to the Minimum Requirements( unless otherwise noted in" Scope of Services" above).

The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind. 11'
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Service Levels
Automated monitoring is provided on an ongoing ( i.e., 24x7x365) basis; response, repair, and/ or remediation services( as applicable) will be provided only during business hours unless otherwise specifically stated in the Order. We will respond to problems, errors or interruptions in the provision of the Services in the timeframe( s) described below. Severity levels will be determined by SNI in our reasonable discretion. All remediation services will initially be attempted remotely; SNI will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

Critical problem: Service not available ( all Response within four( 4) hours after notification. users and functions unavailable)
Significant degradation of service ( large Response within eight( 8) hours after notification. number of users or business critical
functions affected)
Limited degradation of service ( limited number of Response within twenty- four( 24) business hours after notification. users or functions affected, business process can
continue).

Small service degradation ( business process can Response to requested schedule, as available. No service level continue, one user affected). agreement.

All time frames are calculated as of the time that SNI is notified of the applicable issue/ problem by Client through SNI' s designated support portal, help desk, or by telephone at the telephone number listed in the Order. Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts. Ticket triage time target is . 2 hours ( 12 minutes) during business hours. SLA target 90+%.

Fees
The fees for the Services will be as indicated in the Order.

Initially, you will be charged the monthly fees indicated in the Order. Thereafter, if the amount of Covered Hardware or Supported Software changes, or if the number of authorized users accessing the Environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes. Under no circumstances will the number of authorized users, or the quantity of Covered Hardware or Supported Software drop below the amounts initially indicated in this SOW without our consent.

In addition, we reserve the right to increase our monthly recurring and data recovery fees; provided, however, we will not do so more than once per calendar year.

If an increase is more than five percent ( 5%) of the fees charged for the Services in the prior calendar year, then you will be provided with a thirty ( 30) day opportunity to terminate this SOW by providing us with written notice of termination. Your continued acceptance or use of the services after this thirty( 30) day period will indicate your acceptance of the increased fees.

Removal of Software Aqents; Return of Firewall & Backup Appliances Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the Environment.

Doing so without our guidance may make it difficult or impracticable to remove the software agents, which could result in network vulnerabilities and/ or the continuation of license fees for the software agents for which you will be responsible, and/ or the requirement that we remediate the situation under a separate 1 147
statement of work. Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the Environment but in a dormant and/ or unused state.

Within ten ( 10) days after being directed to do so, Client will remove, package and ship, at ClienYs expense and in a commercially reasonable manner, all hardware, equipment, and accessories provided to Client by SNI that were used in the provision of the Services. If you fail to timely return all equipment to us, or if the equipment is returned to us damaged ( normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.

Additional Terms
Monitoring Services: Alert Services
Unless othervvise indicated in this SOW, all monitoring and alert-type services are limited to detection and notification functionalities only. These functionalities are guided by Client- designated policies, which may be modified by Client as necessary or desired from time to time. Initially, the policies will be set to a baseline standard as determined by SNI; however, Client is advised to establish and/ or modify the policies that correspond to Client' s specific monitoring and notification needs.

Remediation
Unless otherwise provided in this SOW, remediation services will be provided in accordance with the recommended practices of the managed services industry.

Client understands and agrees that remediation services are not intended to be, and will not be, a warranty or guarantee of the functionality of the Environment, or a service plan for the repair of any particular piece of managed hardware or software.

Modification of Environment
Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services, and may impact the fees charged under this SOW. You agree to refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent. For example, you agree to refrain from adding or removing hardware from the Environment, installing applications on the Environment, or modifying the configuration or log files of the Environment without our prior knowledge or consent.

Anti-Virus: Anti-Malware
Our anti- virus/ anti- malware solution will generally protect the Environment from becoming infected with new viruses and malware(" Viruses"); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred. We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or enCrypted by malware will be recoverable. In order to improve security awareness, you agree that SNI or its designated third party affiliate may transfer information about the results of processed files, information used for URL reputation determination, security risk tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not contain any personal or confidential information.

Breach/ Cvber Securitv Incident Recovery
Unless otherwise expressly stated in this SOW, the scope of this SOW does not include the remediation and/ or recovery from a Security Incident( defined below).

Such services, if requested by you must be handled under a separate statement of work. Given the varied number of possible Security Incidents, we cannot and do not warrant or guarantee ( i) the amount of time required to remediate the effects of a Security Incident ( or that recovery will be possible under all circumstances), or( ii) that all data impacted by the incident will be recoverable. For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of ClienYs confidential information ( such as user names, passwords, etc.), that( i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the Environment, or( ii) prevents normal access to the Environment, or impedes or disrupts the normal functions of the Environment.

Environmental Factors
Exposure to environmental factors, such as water, heat, cold, or varying lighting conditions, may cause installed equipment to malfunction. Unless expressly stated in this SOW, we do not warrant or guarantee that installed equipment will operate error-free or in an uninterrupted manner, or that any video or audio equipment will clearly capture and/ or record the details of events occurring at or near such equipment under all circumstances. 1 '
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Fair Usaqe Policv
Our Fair Usage Policy(" FUP") applies to all services in this SOW that are described or designated as" unlimited." An" unlimited" service designation means that, subject to the terms of this FUP, you may use the service as reasonably necessary for you to enjoy the use and benefit of the service without incurring additional time- based or usage- based costs. However, unless expressly stated otherwise in this SOW, all unlimited services are provided during our normal business hours only and are subject to our technicians' availabilities, which cannot always be guaranteed. In addition, we reserve the right to assign our technicians as we deem necessary to handle issues that are more urgent, critical, or pressing than the request( s) or issue( s) reported by you. Consistent with this FUP, you agree to refrain from ( i) creating urgent support tickets for non- urgent or non- critical issues, ( ii) requesting excessive support services that are inconsistent with normal usage patterns in the industry( e.g., requesting support in lieu of training), ( iii) requesting support or services that are intended to intertere, or may likely interfere, with our ability to provide our services to our other customers, or( iv) opening tickets for services that are outside the scope of this SOW( e.g., opening tickets for project work, break/ fix work, etc.)
0365/ Email
You are solely responsible for the security, confidentiality and integrity of all email and the content of all email, received, transmitted or stored through the email service that is under your control(" Email"). You agree to refrain from uploading, posting, transmitting or distributing( or permitting any of your authorized users of the Email to upload, post, transmit or distribute) any prohibited content, which is generally content that( i) is obscene, illegal, or intended to advocate or induce the violation of any law, rule or regulation, or ( ii) violates the intellectual property rights or privacy rights of any third party, or ( iii) mischaracterizes you, and/ or is intended to create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication, or( iv) interteres or disrupts the services provided by SNI or the services of any third party, or( v) contains Viruses, trojan horses or any other malicious code or programs. In addition, you must not use the Email for the purpose of sending unsolicited commercial electronic messages(" SPAM") in violation of any federal or state law.

SNI reserves the right, but not the obligation, to suspend ClienYs access to the Email and/ or all transactions occurring under ClienYs Email account if SNI believes, in its discretion, that Client' s email account is being used in an improper or illegal manner.

Patch Manaaement
We will keep all managed hardware and managed software current with critical patches and updates(" Patches") as those Patches are released generally by the applicable manufacturers. Patches are developed by third party vendors and, on rare occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software to fail to function properly even when the Patches are installed correctly. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch. We reserve the right, but not the obligation, to refrain from installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the Environment, or any portion of the Environment, unstable.

Backuo BDRI Services
All data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan horses, as well as attempts by unauthorized users, such as hackers, to access or damage ClienYs data. Neither SNI nor its designated affiliates will be responsible for the outcome or results of such activities.

BDR services require a reliable, always-connected internet solution. Data backup and recovery time will depend on the speed and reliability of your internet connection. Internet and telecommunications outages will prevent the BDR services from operating correctly. In addition, all computer hardware is prone to failure due to equipment malfunction, telecommunication- related issues, etc., for which we will be held harmless. Due to technology limitations, all computer hardware, including communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not eliminated. SNI cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that SNI shall be held harmless if such data corruption or loss occurs. Client is strongly advised to keep a local backup of all of stored data to mitigate against the unintentional loss of data.

Procurement
Equipment and software procured by SNI on ClienPs behalf(" Procured EquipmenY') may be covered by one or more manufacturer warranties, which will be passed through to Client to the greatest extent possible. By procuring equipment or software for Client, SNI does not make any warranties or representations regarding the quality, integrity or usefulness of the Procured Equipment. Certain equipment or software, once purchased, may not be retumable or, in certain cases, may be subject to third party return policies and/ or re- stocking fees, all of which shall be ClienYs responsibility in the event that a return of the Procured Equipment is requested. SNI is not a warranty service or repair center. SNI will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that the return or warranty repair of Procured Equipment is governed by the terms of the warranties( if any) governing the applicable Procured Equipment, for which SNI will be held harmless.

Business Review: IT Strateqic Planninp
Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on ClienYs specific needs and SNI' s opinion and knowledge of the relevant facts and circumstances. By rendering advice, or by suggesting a particular service or solution, SNI is not endorsing any particular w
149
manufacturer or service provider.

VCTO or VCIO Services
The advice and suggestions provided us in our capacity as a virtual chief technology or information officer will be for your informational and/ or educational purposes onlv. SNI will not hold an actual director or officer position in ClienYs company, and we will neither hold nor maintain any fiduciary realtionship or position with Client. Under no circumstances shall Client list or place the SNI on ClienYs corporate records or accounts.

Samole Policies. Procedures.

From time to time, we may provide you with sample( i.e., template) policies and procedures for use in connection with ClienYs business(" Sample Policies"). The Sample Policies are for your informational use only, and do not constitute or comprise legal or professionai advice, and the policies are not intended to be a substitute for the advice of competent counsel. You should seek the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction. We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your( or your customers') specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your( or your customers') business operations.

Penetration Testina: Vulnerabilitv Assessment
You understand and agree that security devices, alarms or other security measures, both physical and virtual, may be tripped or activated during the penetration testing process, despite our efforts to avoid such occurrences. You will be solely responsible for notifying any monitoring company and all law enforcement authorities of the potential for" false alarms" due to the provision of the penetration testing services, and you agree to take all steps necessary to ensure that false alarms are not reported or treated as" real alarms" or credible threats against any person, place or property. Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/ or delay to your business activities. We will not be responsible for, and will be held harmless and indemnified by you against, any claims, costs, fees or expenses arising or resulting from( i) any response to the penetration testing services by any monitoring company or law enforcement authorities, or( ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

HaaS
You will use all SNI- hosted or SNI- supplied equipment and hardware ( collectively, " Infrastructure") for your internal business purposes only. You shall not sublease, sublicense, rent or othervvise make the Infrastructure available to any third party without our prior written consent. You agree to refrain from using the Infrastructure in a manner that unreasonably or materially interferes with our other hosted equipment or hardware, or in a manner that disrupts or which is likely to disrupt the services that we provide to our other clientele. We reserve the right to throttle or suspend your access and/ or use of the Infrastructure if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of this SOW or the Agreement.

Unsu ported Confiauration Elements Or Services
If you request a configuration element( hardware or software) or hosting service in a manner that is not customary at SNI , or that is in" end of life" or" end of support" status, we may designate the element or service as " unsupported," " non-standard," " best efforts," " reasonable endeavor," " one- off," " EOL," " end of support," or with like term in the service description( an" Unsupported Service"). We make no representation or warranty whatsoever regarding any Unsupported Service, and you agree that we will not be liable for any loss or damage arising from the provision of an Unsupported Service. Deployment and service level guarantees shall not apply to any Unsupported Service.

Order Executive Summary
Order Notes:

Primary Service Address: 390 Towne Centre Drive, Lathrop, CA 95330 Managed hardware and software counts are from client inventory spreadsheet.

Agreement Commencement Date: Starts on the next month after signed approval. 24x7 Response for remediation services provided on an on- call basis Urgent Support Contact: 209- 338- 1450
Non- Urgent Support Contact: Service@SolidNetworks. com Agreement Term: 36 months
Agreement Scaling: Additional equipment may be added to this support agreement at any time during the term of agreement. Additional devices will be charged the monthly support fee for the remainder of the agreement term which may be prepaid. These devices will be reviewed on a quarterly basis. 150
I f
C. N100. Network Co- Managed Network Services 6, 575. 00 1 6, 575. 00 Services
C. N102. CFMC Managed Cisco Firepower Management Center C. N103. Firewall- Managed Network Firewall 24x7 2
24x7
C. N104. Router- Managed Network Router 24x7 4
24x7
C. N105. Switch. L2. 8 Managed Network Switch Layer 2- 8x5 g2 x5
C. N105. Switch. L3- Managed Network Switch Layer 3- 24x7 3 24x7
C. N109. Network. W Managed Network WAN 7
AN
C. N110. Access Managed Network Access Points 8x5 14
Point. 8x5
Recumng Subtotal 6, 575. 00
C. S120 System Co-Managed System Services 3, 700. 00 1 3, 700. 00 Services
C. S123. Virtual Managed Virtual Servers 13
Server
C. S125. Cisco UCS Managed Cisco UCS p
C.S126. Vmware H- VMware Horizon VDI Support
VDI Support
C. S130. Storage Managed Storage Array 3
Array
Recurring Subtotal 3,700. 00
C. V140. Voice Co- Managed Voice Services 1, 570. 00 1 1, 570.00 Services
C. V143. Virtual Managed Virtual Server 5
Voice- Server
C. V145. Vgateways Managed Voice Gateways q
C. V151. Handsets Managed Handsets 200
Recurring Subtotal 1, 570. 00
11 151
C. W160. Added Co- Managed Additional Services 550. 00 1 550. 00 Services
C. W168. ManagedC Managed ConnectWise: Connectwise RMM with ScreenConnect( per endpoint 55 W server)- Includes Connectwise licensing for selected servers/ endpoints Recurring Subtotal 550. 00
1 C. X196. SalesCredit Service Credit for 1st year 2023- 24 2, 000. 00) 1 2, 000. 00) Recurring Subtotal ($ 2,000. 00)
C. X197. SalesCredit Service Credit for 2nd year 2024- 25 1, 000. 00) 1 1, 000. 00) Recumng Subfotal ($ 1, 000. 00)
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City of Lathrop FY24- FY26 SolidCare MSA Renewal
Quote#: 008256
Version: 1 Updated: 05/ 24/ 2023 Expiration Date: 06/ 23/ 2023 Prepared by: Prepared for: Ship To:

Solid Networks City of Lathrop City of Lathrop
Mark Ricci 390 Towne Centre Drive 390 Towne Centre Drive

1. 209. 338. 1424 Lathrop, CA 95330 Lathrop, CA 95330
Mark. Ricci@SolidNetworks. com Tony Fernandes Tony Fernandes 209) 941- 7200 209) 941- 7200
tfernandes a ci. lathrop. ca. us tfernandes@ci. lathrop. ca. us Recurring Expenses Summary
SolidCare Co- Managed Network Services 6, 575. 00
SolidCare Co- Managed System Services 3, 700. 00
SolidCare Co- Managed Voice Senrices 1, 570. 00
SolidCare Co- Managed Additional Services 550. 00
Service Credit- Y2023- 24 2, 000. 00)
f ecurring Total: 10,395. 00
Payment Options
Term Options
Agreement Year 2023- 24 12 Monthly 10, 395. 00
Agreement Year 2024- 25 12 Monthly 11, 395. 00
Agreement Year 2025- 26 12 Monthly 12, 395. 00
Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. 153
Solid Networks City of Lathrop
Signature: Signature:

Name: Mark Ricci Name: Tony Fernandes
Title: Account Manager Title: Information Technologies Manager Date: Date:
1 154
The Offsite Staging 8 Configuration Agreement(" AgreemenY') is entered into upon approval of the Solid Networks Quote between( Quote listed customer ClienY') and Solid Networks( SNI].

Client wishes to purchase equipment from SNI which will be held, staged, or conflgured at a location other than the Gient premises.

The parties therefore enter into this agreement, on the following terms and conditions:

A. Provisions Related to Equipment Purchases.

1. Transfer of Title
All equipment purchased by client hereunder shall be deemed to have been delivered and title shall transfer to Ctient when received at the offsite location. The offsite location may be an office location of Client or a staging facility as indicated in the SHIP- TO location of the agreement.

2. Invoicing
Client may be invoiced for the equipment upon delivery to the offsite location. 1 155
Solid Networks, Inc.

Master Services Agreement
The following terms and conditions govern our relationship with you and limit our liability for any services or products that we provide to you. Please read these terms carefully and keep a copy for your records.

SCOPE; SERVICES
a) Scope. This master services agreement ( this " AgreemenY') governs all services that Solid Networks, Inc., a California corporation with offices located at 5686 Pirrone Road, Salida, California 95368 (" us"," our", " we" or" SNI"), performs for, as well as any licenses or products that we sell or re- sell, to you( collectively, the" Services"). b) Quotes. The Services are not described in this Agreement; instead, you will be provided with an electronic quote, proposal, and/ or order(" Quote") that describe the Services through which you agree to purchase the Services from us. The Quote may have one ar more statements of work( each a" SOW') attached to it that fw-ther describe, summarize, and/ ar define the scope of the Services. By accepting the Quote, you agree to the terms of each SOW and the terms of this Agreement. If you do not agree to the terms of the SOW and this Agreement, then you should not accept the Quote. From this point forward in this Agreement, Quotes and SOWs will be collectively referred to as" SOW." c) Conflict. If there is a material difference between the language in a SOW and the language in this Agreement, then the language of the SOW will control, except in situations involving warranties, limitations of liability, or termination of this Master Services Agreement. Under those limited circumstances, the terms of this Agreement will control unless the SOW expressly states that it is overriding the conflicting provisions of this Agreement.

GENERAL REQUIREMENTS
a) Environment. For the purposes of this Agreement, " Environment" means, collectively, any computer network ( cloudbased or otherwise), computer system, peripheral or device ( virtual or physical) installed, maintained, monitored, or operated by us pursuant to a SOW. To avoid a delay or negative impact on our provision of the Services, during the term of each SOW you agree to refrain from modifying or moving the Environment ar installing software in the Environment, unless we expressly autharize such activity.
b) Requirements. At all times, all software on the Environment must be genuine and licensed, and you agree to provide us with proof of such licensing upon our request. If we require you to implement certain minimum hardware or software requirements in a SOW(" Minimum Requirements"), you agree to do so as an ongoing requirement of us providing our Services to you.
c) Updates. Patches and updates to hardware and software(" Updates") are created and distributed by third parties— such as equipment or software manufacturers— and may be supplied to us from time to time for installation into the Environment. If required under a SOW, we will implement and follow the manufacturers' recommendations for the installation of Updates; however, (i) we do not warrant ar guarantee that any Update will perform properly,( ii) we will not be responsible for any downtime or losses arising from or related to the installation, use, or inability to use any Update, and ( iii) we reserve the right, but not the obligations, to refrain from installing an Update until we have determined, in our reasonable discretion, that the Updates will be compatible with the configuration of the Environment and materially beneficial to the features ar functionality of the affected software or hardware. d) Third Party Support. If,in our discretion, a hardware ar software issue requires vendar or OEM support, we may contact the vendor or OEM( as applicable) on your behalf and invoice you for all fees and costs involved in that process. If the fees or costs are anticipated in advance or exceed$ 125, we will obtain your permission before incurring such expenses on your behalf unless exigent circumstances require otherwise. e) Advice; Instructions. From time to time, we may provide you with specific advice and directions related to the Services.

For example, our advice or directions may include upgrading the Environment' s server or hard drive capacity or replacing obsolete equipment.) You are strongly advised to promptly follow our advice which, depending on the situation, may require you to make additional purchases or investments in the Environment or the location in which the Environment is maintained, at your sole cost. We will not be responsible for any problems ar issues( such as downtime or security- related issues) caused by your failure to promptly follow our advice. If,in our discretion, your failure to follow or implement our advice renders part or all ofthe Services economically or technically unreasonable to provide, then we may terminate the applicable SOW for cause by providing notice oftermination to you. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow SNI' s advice or directions, or your unauthorized or unilateral modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope and not covered under any SOW.

Prioritization. All Services will be performed on a schedule, and in a prioritized manner, as we deem reasonable and necessary.
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g) Authorized Contact( s). We will be entitled to rely on any directions or consent provided by your personnel or representatives who are authorized in a SOW to provide such directions or consent(" Authorized Contacts"). If no Authorized Contact is identified in an applicable SOW, then your Authorized Contact will be the person( s) ( i) who signed this Agreement, ( ii) who signed the applicable SOW, and/ or( iii) who, given the totality ofthe circumstances, reasonably appears to have been given the authority by you to provide us with directions or consent. Ifyou notify us in writing( e.g. by email), your change will take effect no later than three ( 3) business days after we receive your notice; and, if notice is given in person or by telephone, your change will take effect on the business day on which you provide us with your notice. h) Insurance. Ifyou are supplied with SNI Equipment( defined below), you agree to acquire and maintain, at your sole cost, insurance for the full replacement value of that equipment. SNI must be listed as an additional insured on any policy acquired and maintained by you under this Agreement, and the policy will not be canceled ar modified during the term of the applicable SOW without prior notification to SNI. Upon SNI' s request, you agree to provide proofofinsurance to SNI, including proof of payment of any applicable premiums or other amounts due under the insurance policy.

FEES; PAYMENT
a) Fees. You agree to pay the fees, costs, and expenses described in each SOW. You are responsible for sales tax and any other taxes or governmental fees associated with the Services. If you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other appropriate proof of exemption. You are also responsible for all freight, insurance, and taxes( including but not limited to import ar export duties, sales, use, value add, and excise taxes). b) Schedule. All undisputed fees will be due and payable in advance of the provision of the Services. If applicable, recurring payments made by ACH will be deducted from your designated bank account on the first business day ofthe month in which the Services are to be provided, and, if applicable, your designated credit card will be charged on the first business day of the month in which the Services are to be provided. c) Nonpayment. Fees that remain unpaid for mare than fifteen( 15) days after the due date on the invoice will be subject to interest on the unpaid amount( s) until and including the date payment is received, at the lower of either 2% per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely received by us, and monthly or recurring charges shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by us within sixty ( 60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. A reactivation fee may be charged to you if we suspend the Services due to your nonpayment. Time is of the essence in the performance of all payment obligations by you.

ACCESS
You hereby grant to SNI and its designated third parly vendors the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to enable us to provide the Services. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses ( including software licenses), permits or other permissions necessary for SNI to provide Services to the Environment and, if applicable, at your designated premises, both physically and virtually. Proper and safe environmental conditions must be provided and assured by you at all times. SNI shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non- industry standard efforts to achieve.

LIMITED WARRANTIES; LIMITATIONS OF LIABILiTY
a) Hardware/ Software Purchased Through SNI. All hardware, software, peripherals or accessories purchased through SNI Third Party Products") are generally nonrefundable once the product is obtained from SNI' s third pariy provider or reseller. lfyou require a refund, then the third party provider' s or reseller' s return policies shall apply. We do not guarantee that purchased Third Party Products will be returnable, exchangeable, or that re- stocking fees can be avoided. You will be responsible for the payment of all re- stocking or return- related fees charged by the third pariy provider or reseller. We will use reasonable efforts to assign, transfer and facilitate all warranties( if any) and service level commitments( if any) for the Third Pariy Products to you, but will have no liability whatsoever for the quality, functionality or operability of any Third Party Products, and we will not be held liable as an insurer ar guarantar of the performance, uptime or usefulness of any Third Party Products. All Third Party Products are provided" as is" and without any warranty whatsoever as between SNI and you( including but not limited to implied warranties). b) Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained- for and material part of our business relationship with you. You acknowledge and agree that SNI would not enter into any SOW ar this Agreement unless SNI could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits( except for fees due and owing to SNI), savings, or other indirect or contingent event- based economic loss 157
arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a pariy has been advised ofthe possibility of such damages; however, reasonable attorneys' fees awarded to a prevailing pariy ( as described below) shall not be limited by the faregoing limitation. Except for your payment obligations and your indemnification obligations described in this Agreement, a responsible party' s(" Responsible Party' s") aggregate liability to the other party (" Aggrieved Pariy") for damages from any and all claims or causes whatsoever, and regardless of the form of any such action( s), that arise from or relate to this Agreement ( collectively, Claims"), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party' s actual and direct damages, not to exceed the amount of fees paid by you( excluding hard costs for licenses, hardware, etc.) to SNI for the specific Service upon which the applicable claim( s) is/are based during the six ( 6) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party' s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Parly' s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of,the Aggrieved Pariy' s willful or intentional misconduct, or gross negligence.

INDEMNIFICATION
Each party( an" Indemnifying Party") agrees to indemnify, defend and hold the other parly( an" Indemnified Party") harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys' fees,( collectively, Damages") that arise from, ar are related to, the Indemnifying Party' s breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim( s); however,( i) such counsel shall be retained at the Indemnifying Party' s sole cost, and( ii) the Indemnified Party' s counsel shall be the ultimate determiner of the strategy and defense of the claim( s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Parly' s prior written consent, which shall not be unreasonably delayed or withheld.

TERM; TERMINATION
a) Term. This Agreement begins on the earliest date on which you accept an Order and continues until terminated as described in this Agreement. Each SOW will have its own term and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SOW. The termination of one SOW shall not, by itself, cause the termination of( or otherwise impact) this Agreement or the status or progress of any other SOW between the parties. b) Termination Without Cause. Unless otherwise agreed by the parties in writing or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if,on the date oftermination, a SOW is in progress. In addition, no party will terminate a SOW without cause prior to the SOW' s natural expiration date. Notwithstanding the foregoing, if SNI decides to cease providing a service to all of its customers generally, then SNI may terminate an applicable SOW( or the applicable portion ofthe SOW) without cause by providing no less than one hundred and twenty( 120) days prior written notice to you. If you terminate a SOW without cause and without SNI' s consent, then you will be responsible for paying the termination fee described in the" Termination for Cause" section, below. If no SOW is in progress, then either pariy may terminate this Agreement without cause by providing the other pariy with five( 5) days prior written notice. c) Termination For Cause. In the event that one parly( a" Defaulting Party") commits a material breach under a SOW or under this Agreement, the non- Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SOW( a" For Cause" termination) provided that( i) the non-Defaulting Party has notified the Defaulting Party ofthe specific details ofthe breach in writing, with the notice prominently displaying the heading" Notice of Breach", and ii) the Defaulting Party has not cured the default within twenty ( 20) days ( ten ( 10) days for non- payment by Client) following receipt of written notice of breach from the non- Defaulting Party. If SNI terminates this Agreement or any SOW For Cause, or if you terminate any SOW without cause prior to such SOW' s expiration date, then SNI shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to SNI had this Agreement or SOW( as applicable) remained in effect. If you terminate this Agreement or a SOW For Cause, then you will be responsible for paying only for those Services that were properly delivered and accepted by you up to the effective date oftermination. d) Client Activiry As A Basis for Termination. In the event that( i) any Client-supplied equipment, hardware or software, or any action undertaken by you, causes the Environment or any part ofthe Environment to malfunction consequently reyuiring remediation by SNI on three( 3) occasions or more(" System Malfunction"), and if under those circumstances, you fail to remedy, repair or replace the System Malfunction as directed by us ( or you fail to cease the activity causing the System Malfunction, as applicable), or ( ii) you or any of your staff, personnel, contractors, or representatives engage in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then SNI will have the right, upon ten( 10) days prior written notice to you, to terminate this Agreement or the applicable SOW For Cause or, at our discretion and if applicable, amend the applicable SOW to eliminate from coverage any System Malfunction or any equipment or soflware causing the System Malfunction. 158
e) Consent. You and we may mutually consent, in writing, to terminate a SOW or this Agreement at any time. fl Equipment/ Software Removal. Upon termination ofthis Agreement or applicable SOW far any reason, you will provide us with access, during nor nal business hours, to your premises or any other locations at which SNI- owned equipment or software( collectively," SNI Equipment") is located to enable us to remove all SNI Equipment from the premises. If you fail or refuse to grant SNI access as described herein, or ifany ofthe SNI Equipment is missing, broken or damaged( normal wear and tear excepted) or any of SNI- supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of any and all missing ar damaged items. Certain services may require the installation of software agents in the Environment (" Software Agents"). You agree not to remove, disable, circumvent, or otherwise disrupt any Software Agents unless we explicitly direct you to do so. g) Transition; Deletion ofData. In the event that you request SNPs assistance to transition away from our services, we will provide such assistance if(i) all fees due and owing to us are paid to us in full prior to SNI providing its assistance to you, and( ii) you agree to pay our then- current hourly rate for such assistance, with up- front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server infor nation, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in a SOW, we will have no obligation to store or maintain any Client data in our possession or control beyond fifteen( 15) calendar days following the termination ofthis Agreement. We will be held harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, our deletion of your data beyond the time frames described in this section.

RESPONSE; REPORTING
a) Response. We warrant and represent that we will provide the Services, and respond to any notification received by us of any error, outage, alarm or alert pertaining to the Environment, in the manner and within the time period( s) designated in an applicable SOW(" Response Time"), except for( i) those periods of time covered under the Onboarding Exception( defined below), ar( ii) periods of delay caused by Client- Side Downtime( defined below), Vendor- Side Downtime( defined below) or( iii) periods in which we are required to suspend the Services to protect the security or integrity ofthe Environment or our equipment ar network, or( iv) delays caused by a force majeure event. i) Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by us but which will not occur between the hours of 8: 00 AM and 5: 00 PM Pacific Time, Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to the Environment. We will use our best efforts to provide you with at least twenty- four 24) hours of notice prior to scheduling Scheduled Downtime. ii) Client-Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by your actions ar omissions(" Client- Side Downtime").
iii) Vendor-Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, ar access to, the Services to the extent that such delays ar deficiencies are caused by third party service providers, third party licensors, or" upstream" service or product vendors. iv) Remedies; Limitations. Except for the Onboarding Exception, if we fail to meet our service level commitment in a given calendar month and if, under such circumstances, our failure is not due to your activities, omissions, or inactivity, then upon receiving yow written request for credit, we will issue you a pro-rated credit in an amount equal to the period oftime of the outage and/ or service failure. All requests for credit must be made by you no later than forty- five( 45) days after you either( i) report the outage or service failure to us, or( ii) if applicable, receive a monthly report showing the outage and/ or failure. The remedies contained in this paragraph and in the" Term; Termination" section above are in lieu of( and are to the exclusion o fl any and all other remedies that might otherwise be available to you for our failure to meet any service level commitment during the term of this Agreement. b) Onboarding Exception. You acknowledge and agree that for the first forty- five ( 45) days following the commencement date of a SOW, the Response Time commitments described in this Agreement will not apply to us, it being understood that there may be unanticipated downtime or delays due to our initial startup activities and/ or familiarization with you ( the Onboarding Exception").

CONFIDENTIALITY
a) Defined. For the purposes of this Agreement, Confidential Information means any and all non- public information provided to us by you, including but not limited to your customer data, customer lists, internal documents, and related information.

Confidential Information will not include information that: ( i) has become part ofthe public domain through no act or omission of SNI,( ii) was developed independently by us, or( iii) is or was lawfully and independently provided to us prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
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b) Use. We will keep your Confidential Information confidential and will not use or disclose such information to any third party for any purpose except( i) as expressly authorized by you in writing, or( ii) as needed to fulfill our obligations under this Agreement.
c) Due Care. We will exercise the same degree of care with respect to the Confidential Information we receive from you as we normally take to safeguard and preserve our own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.
d) Compelled Disclosure. If we are legally compelled ( whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, we will immediately notify you in writing of such reyuirement so that you may seek a protective order or other appropriate remedy and/ or waive our compliance with the provisions of this Section. We will use its best efforts, at your expense, to obtain or assist you in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, we may disclose, without liability hereunder, that portion ( and only that portion) of the Confidential Information that we have been advised, by written opinion from our counsel, that we are legally compelled to disclose. e) Business Associate. If we enter into a business associate agreement(` BAA") with you for the protection of personal health information, then the terms of the BAA will be read in conjunction with the terms of the confidentiality provisions of this Agreement. The terms that protect confidentiality most stringently shall govern, and conflicting privacy- or confidentialityrelated terms shall be governed by the BAA.

ADDITIONAL TERMS; THIRD PARTY SERVICES
a) EULAs. Portions ofthe Services may require you to accept the terms of one or more third party end user license agreements EULAs"). If the acceptance of a EULA is required in order to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, wananties and/ ar liability limitations that are different than those contained in this Agreement. You agree to be bound by the terms of such EULAs and will look only to the applicable third party provider for the enforcement of the terms of such EULAs. If,while providing the Services, we are required to comply with a third- party EULA and the third party EULA is modified or amended, we reserve the right to modify or amend any applicable SOW with you to ensure our continued compliance with the terms ofthe third party EULA.
b) ThirdParry Services. Portions ofthe Services may be acquired from, or rely upon the services of,third party manufacturers or providers, such as data hosting services, help desk services, domain registration services, and data backuphecovery services(" Third Party Service"). Not all Third Party Services may be expressly identified as such in a SOW, and at all times we reserve the right to utilize the services of any third party provider or to change third party providers in our sole discretion as long as the change does not materially diminish the Services to be provided to you under a SOW. We will not be responsible, and will be held harmless by you, for the failure of any third- party provider or manufacturer to provide Third Pariy Services to SNI or to you.
c) Data Loss. Under no circumstances will we be responsible for any data lost, corrupted or rendered unreadable due to ( i) communication and/ or transmissions errors or related failures, ( ii) equipment failures ( including but not limited to silent hardware corruption-related issues), or( iii) our failure to backup or secure data from portions ofthe Environment that were not expressly designated in the applicable SOW as requiring backup or recovery services. Unless expressly stated in a SOW, we do not warrant or guarantee that any maintained storage device ar functionality, data backup device or functionality, ar load balancing functionality will operate in an error- free manner. d) BYOD. You hereby represent and warrant that we are authorized to access all devices, peripherals and/ or computer processing units, including mobile devices ( such as notebook computers, smart phones and tablet computers) that are connected to the Environment( collectively," Devices"), regardless of whether such Devices are owned, leased or otherwise controlled by you. Unless otherwise stated in a SOW, Devices will not receive or benefit from the Services while the devices are detached from, or unconnected to, the Environment. Client is strongly advised to refrain from connecting Devices to the Environment where such devices are not previously known to us and are not expressly covered under a managed service plan from us(" Unknown Devices"). We will not be responsible far the diagnosis or remediation of any issues in the Environment caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to provide the Services to any Unknown Devices.
e) Equipment. Unless otherwise noted in a SOW or Order, all SNI Equipment is licensed to you, and is neither owned by you nor leased to you. Upon the expiration of an applicable SOW, your license to use the SNI Equipment shall immediately terminate, and thereafter all SNI Equipment must be returned to us immediately at your expense. All configurations on the SNI Equipment are our proprietary information and will not be circumvented, modified, or removed by you without our prior written consent.

OWNERSHIP
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Each party is, and will remain, the owner and/ or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual properiy owned or licensed by such party(" Intellectual Properiy"), and nothing in this Agreement or any SOW shall be deemed to convey or grant any ownership rights or goodwill in one party' s Intellectual Property to the other party.

ARBITRATION
Except for undisputed collections actions to recover fees due to us (" Collections"), any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties. The arbitration shall be administered and conducted by the American Arbitration Association( the" AAA") or if there is no AAA arbitrator available within a twenty ( 20) mile radius of our office, then by any arbitration venue as determined liy us, pursuant to that venue' s arbitration rules for commercial disputes ( the " Rules"). In the event of any inconsistency between the Rules and the procedures set forth in this paragraph, the procedures set forth in this paragraph will control. The arbitrator will be experienced in contract, intellectual property and information technology transactions. If the parties cannot agree on an arbitrator within fifteen( 15) days after a demand for arbitration is filed, the arbitration venue shall select the arbitrator. The arbitration shall take place in our office. The arbitrator will determine the scope of discovery in the matter; however, it is the intent ofthe parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. Initially, the cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys' fees and costs.

MISCELLANEOUS
a) Compliance. Unless otherwise expressly stated in a SOW, the Services are not intended, and will not be used, to bring Client into full regulatory compliance with any rule, regulation, or requirement that may be applicable to Client' s business or operations. Depending on the Services provided, the Services may aid Client' s efforts to fulfill regulatory compliance; however, the Services are not( and should not be used as) a compliance solution. b) Disclosure. You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would reyuire us to register with, or report our provision of the Services or the results thereo fl, to any government or regulatory authority. You agree to promptly notify us ifyou become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services. c) Securiry. You understand and agree that no security solution is one hundred percent effective, and any security paradigm may be circumvented and/ or rendered ineffective by certain malware, such as certain ransomware or rootkits that were unknown to the malware prevention industry at the time of infection, and/ or which are purposely or intentionally downloaded or installed into the Environment. We do not warrant or guarantee that all malware or malicious activity will be capable of being detected, avoided, quarantined ar removed, or that any data deleted, corrupted, or encrypted by such malware (" Impacted Data") will be recoverable. Unless otherwise expressly stated in a SOW, the recovery of Impacted Data is not included in the scope of a SOW. You are strongly advised to ( i) educate your employees to properly identify and react to " phishing" activity ( i. e., fraudulent attempts to obtain sensitive information or encourage behavior by disguising oneself as a trustworthy entity or person through email), and( ii) obtain insurance against cyberattacks, data loss, malware-related matters, and privacy-related breaches, as such incidents can occur even under a " best practice" scenario. Unless a malware-related incident is caused by our intentionally malicious behavior or our gross negligence, we are held harmless from any costs, expenses, or damages arising from or related to such incidents.
d) Non-Solicitation. Each pariy( a" Restricted Party") acknowledges and agrees that during the term ofthis Agreement and for a period of one( 1) year following the termination of this Agreement, the Restricted Party will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of the other party' s employees with whom the Restricted Party worked to discontinue or reduce the scope oftheir business relationship with the other party, or recruit, solicit or otherwise influence any employee of the other party with whom the Restricted Party worked to discontinue his/her employment or agency relationship with the other party. In the event of a violation of the terms of the restrictive covenants in this section, the parties acknowledge and agree that the damages to the other party would be difficult ar impracticable to determine, and in such event, the Restricted Party will pay the other pariy as liquidated damages and not as a penalty an amount equal to fifty percent( 50%) percent of that employee first year of base salary with the Restricted Party( including any signing bonus). In addition to and without limitation ofthe foregoing, any solicitation or attempted solicitation for employment directed to a party' s employees by the Restricted Party will be deemed to be a material breach ofthis Agreement, in which event the affected party shall have the right, but not the obligation, to terminate this Agreement or any then- current SOW immediately For Cause.
e) Collections. If we are required to send your account to Collections or to start any Collections- related action to recover undisputed fees, we will be entitled to recover all costs and fees we incur in the Collections process including but not limited to reasonable attorneys' fees and costs.
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Assignment. Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written consent of the other pariy. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of our business, or any other transaction in which ownership of more than fifty percent( 50%) of our voting securities are transferred; provided, however, that such assignee expressly assumes our obligations hereunder. g) Amendment. Unless otherwise expressly permitted under this Agreement, no amendment or modification of this Agreement or any SOW will be valid or binding upon the parties unless such amendment or modification is originated in writing by SNI, specifically refers to this Agreement or the SOW being amended, and is accepted in writing (email or electronic signature is acceptable) by you.
e) Time Limitations. The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of this Agreement or any SOW( except for issues of nonpayment by Client) must be commenced within six( 6) months after the cause of action accrues or the action is forever barred.

Severabiliry. If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions ofthis Agreement or any SOW will be valid and enforceable to the fullest extent permitted by applicable law.
g) Other Terms. We will not be bound by any terms ar conditions printed on any purchase order, invoice, memorandum, ar other written communication supplied by you unless such terms ar conditions are incorporated into a duly executed SOW, or unless we have expressly acknowledged the other terms and, thereafter, expressly and specifically accepted such other terms in writing.
h) No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences. i) Merger. This Agreement, together with any and all Quotes and SOWs, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services; however, any payment obligations that you have or may have incurred under any prior superseded agreement are not nullified by this Agreement and remain in full force and effect. No representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. We will not be bound by any of our agents' or employees' representations, promises or inducements ifthey are not explicitly set forth in this Agreement or any Quote or SOW. Any document that is not expressly and specifically incorporated into this Agreement or SOW will act only to provide illustrations or descriptions of Services to be provided and will not modify this Agreement or provide binding contractual language between the parties. The foregoing sentence shall not apply to any business associate agreement required under HIPAA, which the parties may( ifrequired) enter into after the Effective Date of this Agreement. j) Force Majeure. Neither party will be liable to the other party for delays ar failures to perform its obligations under this Agreement or any SOW because of circumstances beyond such party' s reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by the other pariy, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus- related incidents that circumvent then- current antivirus or anti- malware software, and acts of God. k) Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration ofthis Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full. 1) Insurance. SNI and you will each maintain, at each pariy' s own expense, all insurance reasonably required in connection with this Agreement or any SOW, including but not limited to, workers compensation and general liability. We agree to maintain a general liability policy with a limit not less than $ 1, 000, 000 per occurrence. All of the insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty( 30) calendar days written notice has been given to the other party by certified mail. m) Governing Law; Venue. This Agreement and any SOW will be governed by, and construed according to, the laws ofthe state of California. You hereby irrevocably consent to the exclusive jurisdiction and venue of Stanislaus County, California, for any and all claims and causes of action arising from or related to this Agreement. n) No Third Party Beneficiaries. The Parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part ofthis Agreement. o) Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between the Parties to this Agreement will be used to modify, interpret, supplement, or SNI in any manner the terms of this Agreem ent.
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p) Business Day. If a time period set forth in this Agreement expires on a day other than a business day in Stanislaus County, California, such period will be extended to and through the next succeeding business day in Stanislaus County, California. q) Notices; Writing Reguirement. Where notice is required to be provided to a parly under this Agreement, such notice may be sent by U. S. mail, overnight courier, or email as follows: notice will be deemed delivered three( 3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one( 1) day following delivery when sent by FedEx or other overnight courier, or one( 1) day after notice is delivered by email.

Notice sent by email will be sufficient only if( i) the sender emails the notice to the last known email address of the recipient, and( ii) the sender includes itself in the" cd' portion of the email and preserves the email until such time that it is acknowledged by the recipient. Notwithstanding the foregoing, any notice from you to SNI regarding( a) any alleged breach ofthis Agreement by SNI, or( b) any reyuest for indemnification, or( c) any notice of termination of this Agreement or any SOW, must be delivered to SNI by U.S. mail or courier, unless such requirement is expressly and specifically waived by SNI. All electronic documents and communications between the parties, including email, will satisfy any writing" requirement under this Agreement.
r) Independent Contractor. SNI is an independent contractor, and is not your employer, employee, partner, or affiliate. s) Subcontractors. Generally, we do not utilize subcontractors to perform onsite services; however, should we elect to subcontract a portion of those services, we will guarantee the work as if we performed the subcontracted work ourselves. t) Data& Service Access. Some of the Services may be provided by persons outside of the United States and/ or your data may occasionally be accessed, viewed, or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify these standard service provisions, in which case additional ( and potentially significant) costs will apply.
u) Counterparts. The parties intend to sign, accept and/ or deliver any Quote, this Agreement, SOW or any amendment in any number of counterparts, and each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement. Each party may sign, accept, and/ or deliver any Quote, this Agreement, any SOW or any amendment electronically ( e.g., by digital signature and/ or electronic reproduction of a handwritten signature) or by reference( as applicable).
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ITEM 4. 8

CITY MANAGER' S REPORT
JULY 10, 2023 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE PROFESSIONAL SERVICES AGREEMENT
WITH EKI ENVIRONMENT & WATER, INC., FOR PFAS
IN GROUNDWATER STUDY FOR CIP PW 20- 16

GROUNDWATER TREATMENT IMPROVEMENTS
RECOMMENDATION: Adopt Resolution Approving a Professional Services Agreement with EKI Environment & Water, Inc., for
PFAS Characterization and Evaluation of Planned
PFAS treatment for CIP PW 20- 16 Groundwater
Treatment Improvements
SUMMARY:

Per- and Polyfluoroalkyl Substances ( PFAS) are a large group of environmentally persistent manmade chemicals that are used in a wide range of products including fire- fighting foam, non- stick cookware and other products designed to be waterproof, non- stick or stain resistant. Due to their widespread use and persistence in the environment, most people in the United States have been exposed to PFAS. There is evidence that continued exposure above specific levels to certain PFAS may lead to adverse health effects.

PFAS were first detected in the City' s groundwater supply wells in summer of 2019, and on October 14, 2019, Council approved the creation of CIP PW 20- 16 Groundwater Treatment Improvements and approved the ratification of agreements with EKI to provide technical support services related to the detection of PFAS in the City' s groundwater. Subsequently, in 2020 and 2022, additional studies have been performed by EKI and Carollo Engineers, Inc. ( Carollo) related to the treatment and management of PFAS at the City' s wells.

Well 9 has remained offline since 2019 as it has consistently shown PFAS levels that have exceeded the state drinking water Response Levels ( RLs) that require removal or treatment of the source. Wells 6, 7, 8 and 10 have all shown PFAS exceeding state Notification Levels ( NLs), but remain online as all of the observed PFAS concentrations in these wells have been significantly below the RLs.

In March 2023, the United States Environmental Protection Agency ( US- EPA) released proposed federal Maximum Contaminant Levels ( MCLs) for six PFAS compounds which exceed observed detections in all City wells for perfluorooctane sulfonate ( PFOS). In addition, recent sampling results have shown an increase in Well 9, particularly in the doubling of previously observed PFOS concentrations. 165
CITY MANAGER' S REPORT PAGE 2
JULY 10, 2023 CITY COUNCIL REGULAR MEETING

APPROVE PROFESSIONAL SERVICES AGREEMENT WITH EKI ENVIRONMENT WATER, INC., FOR PFAS IN GROUNDWATER STUDY FOR CIP PW 20- 16

GROUNDWATER TREATMENT IMPROVEMENTS
At the request of City staff, EKI has provided a proposal to evaluate the impacts of the higher concentrations of PFAS observed at Well 9, and the potential for these higher concentrations to migrate and affect the City' s other drinking wells in the future. To complete the evaluation, EKI will evaluate the locations of potential PFAS sources, the current extent and distribution of PFAS contamination in groundwater, and characterization and behavior of the groundwater system in response to groundwater extraction.

Staff is requesting that Council approve a Professional Services Agreement ( PSA) with EKI in the amount of $ 69, 600 to provide this evaluation.

BACKGROUND:

In 2019, in response to monitoring orders issued by the California State Water Resources Control Board Department of Drinking Water, the City, with technical support from EKI, began sampling for PFAS in its groundwater supply. Detections of PFOS and perfluorooctanoic acid ( PFOA) in groundwater collected from Well 9 have consistently exceeded the state drinking water NLs and RLs enforced through the California State Water Resources Control Board and detections of PFOS have exceeded the NLs in groundwater collected from Wells 6, 7, 8, and 10. Detections of perfluorohexane sulfonic acid ( PFHxS) have exceeded the NLs in Wells 6 through 9.

In 2020, EKI evaluated 11 alternatives for PFAS management and treatment at the City' s wells and at the centralized Louise Avenue Treatment Facility ( LAWTF) and conducted a bench- scale granular activated carbon ( GAC) test to explore the performance treating the City' s groundwater with GAC pressure vessels. In a March 2020 technical memorandum, EKI recommended that the City ( 1) restart wells 6, 7, 8, and 10, with Well 9 remaining offline as a standby well, ( 2) move forward with the depth- specific profiling of wells to determine if any low- cost alternatives are viable, and ( 3) postpone treatment until regulatory standards are established. Well 9 has remained offline since 2019. In 2022, the City contracted with Carollo to further study and develop the City' s options for GAC treatment of only groundwater from Well 9 and blended groundwater from all the City' s Wells ( Well 6- 10) at the LAWTF.

In March 2023, after completion of these studies, the US- EPA proposed federal MCLs for six PFAS compounds, which are anticipated to be promulgated by the end of 2023 and effective by the end of 2026. Detections of PFAS in groundwater collected from each of the City' s wells exceed the proposed MCLs. In addition, recent sampling results found an increase in PFAS concentrations in Well 9, particularly the doubling of the observed PFOS concentrations
At the request of Staff, EKI provided a proposal to further characterize PFAS in the City' s groundwater supply and evaluate planned PFAS Treatment. 166
CITY MANAGER' S REPORT PAGE 3
JULY 10, 2023 CITY COUNCIL REGULAR MEETING

APPROVE PROFESSIONAL SERVICES AGREEMENT WITH EKI ENVIRONMENT WATER, INC., FOR PFAS IN GROUNDWATER STUDY FOR CIP PW 20- 16

GROUNDWATER TREATMENT IMPROVEMENTS
REASON FOR RECOMMENDATION:

In order to further address the presence of PFAS in the City' s groundwater supply, staff is requesting Council to approve a Professional Service Agreement with EKI in the amount of $ 69, 600 for PFAS Characterization and Evaluation of Planned PFAS Treatment.

FISCAL IMPACT:

The total estimated time and materials cost of the PSA with EKI to provide the PFAS characterization and evaluation of planned PFAS treatment is $ 69, 600. The City has sufficient funds for this cost under CIP PW 20- 16 Groundwater Treatment Improvements in the approved budget for Fiscal Year 2023- 2024.

ATTACH M ENTS:

A. Adopt Resolution Approving a Professional Services Agreement with EKI Environment & Water, Inc., for PFAS Characterization and Evaluation of Planned PFAS treatment for CIP PW 20- 16 Groundwater Treatment Improvements
B. Professional Services Agreement with EKI Environment & Water, Inc., for PFAS Characterization and Evaluation of Planned PFAS treatment for CIP PW 20- 16 Groundwater Treatment Improvements
167
CITY MANAGER' S REPORT PAGE 4
JULY 10, 2023 CITY COUNCIL REGULAR MEETING

APPROVE PROFESSIONAL SERVICES AGREEMENT WITH EKI ENVIRONMENT WATER, INC., FOR PFAS IN GROUNDWATER STUDY FOR CIP PW 20- 16

GROUNDWATER TREATMENT IMPROVEMENTS
APPROVALS:
s.
3 Greg Gibs Date
Senior Civil Engineer
6 z 12oz3
Brad T lor Date
City Engineer
Ca ' Ja s
Date
Financ irector
Fo 2. 6/' 7-p 3
Micha King Date
Assistant City Manager
Z.Z.`Lp L
Salvador Navarrete Date
City Attorney
7•.5-z3
Ste en J. Salvatore Date
City Manager
168
RESOLUTION NO. 23 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH EKI
ENVIRONMENT & WATER, INC., FOR PFAS CHARACTERIZATION AND EVALUATION OF PLANNED PFAS TREATMENT FOR CIP PW 20- 16

GROUNDWATER TREATMENT IMPROVEMENTS
WHEREAS, Per- and Polyfluoroalkyl Substances ( PFAS) are a large group of environmentally persistent manmade chemicals that are used in a wide range of products including fire- fighting foam, non- stick cookware and other products designed to be waterproof, non- stick or stain resistant; and WHEREAS, due to their widespread use and persistence in the environment, most people in the United States have been exposed to PFAS. There is evidence that continued exposure above specific levels to certain PFAS may lead to adverse health efFects; and
WHEREAS, PFAS were first detected in the City' s groundwater supply wells in summer of 2019, and on October 14, 2019 Council approved the creation of CIP PW 20- 16 Groundwater Treatment Improvements and approved the ratification of agreements with EKI to provide technical support services related to the detection of PFAS in the City' s groundwater; and
WHEREAS, in 2020 and 2022, additional studies were performed by EKI and Carollo Engineers, Inc. ( Carrollo) related to the treatment and management of PFAS at the City' s wells; and
WHEREAS, Well 9 has remained offline since 2019 as it has consistently shown PFAS levels that have exceeded the state drinking water Response Levels ( RLs) that require removal or treatment of the source; and
WHEREAS, Wells 6, 7, 8 and 10 have all shown PFAS exceeding state Notification Levels ( NLs), but remain online as all of the observed PFAS concentrations in these wells have been significantly below the RLs; and WHEREAS, in March 2023, the United States Environmental Protection Agency US- EPA) released proposed federal Maximum Contaminant Levels ( MCLs) for six PFAS compounds which exceed observed detections in all City wells for perfluorooctane sulfonate ( PFOS); and
WHEREAS, in addition, recent sampling results have shown an increase in Well 9, particularly in the doubling of previously observed PFOS concentrations; and WHEREAS, at the request of City staff, EKI has provided a proposal to evaluate the impacts of the higher concentrations of PFAS observed at Well 9, and the potential for these higher concentrations to migrate and impact the City' s other drinking wells in the future; and
169
WHEREAS, to complete the evaluation, EKI will evaluate the locations of potential PFAS sources, the current extent and distribution of PFAS contamination in groundwater, and characterization and behavior of the groundwater system in response to groundwater extraction; and
WHEREAS, in order to further address the presence of PFAS in the City' s groundwater supply, staff is requesting Council to approve a Professional Service Agreement with EKI in the amount of $ 69, 600 for PFAS Characterization and Evaluation of Planned PFAS Treatment; and
WHEREAS, the City has sufficient funds for the $ 69, 600 cost for EKI' s services for the PFAS Characterization and Evaluation of Planned PFAS Treatment under CIP PW 20- 16 Groundwater Treatment Improvements in the approved budget for Fiscal Year 2023- 2024.

NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a Professional Service Agreement with EKI in the amount of $ 69, 600 for PFAS Characterization and Evaluation of Planned PFAS Treatment for CIP PW 20- 16 Groundwater Treatment Improvements. 170
The foregoing resolution was passed and adopted this 10th day of July 2023, 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 171

ATTACHMENT

CITY OF LATHROP

AGREEMENT FOR PROFESSIONAL ENGINEERING CONSULTING SERVICES WITH EKI ENVIRONMENT & WATER, INC.

TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENT IMPROVEMENTS THIS AGREEMENT, dated for convenience this 10th day of July 2023, is by and between EKI Environment& Water, Inc. (" CONSULTANT") and the City of Lathrop, a California municipal corporation (" CITY");
RECITALS:

WHEREAS, CONSULTANT is specially trained, experienced, and competent to perform Professional Engineering Consulting Services, 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 Engineering Consulting 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 Engineering Consulting 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 $ 69, 600 for the Professional Engineering Consulting 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.

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PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENTIMPROVEMENTS 3) Effective Date and Term
The effective date of this Agreement is July 10, 2023 and it shall terminate no later than June 30, 2024
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 reasonable satisfaction. CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY.
5) Billinas
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) Auditina
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 inspecting and copying such books, records, accounts, and other

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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. 8) Assiqnment 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: Jonathon Sutter, PE, Project Manager 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 Subcontractina
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

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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.
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.

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.

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CITY OF LATHROP— EKI ENVIRONMENT& WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENTIMPROVEMENTS vi) Notice of cancellation or non- renewal must be received by CITY at least thirty days prior to such change.
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' negligent 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.

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

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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 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 Resaonsibilitv
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, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers or any third parties for whom CONSULTANT is not legally liable. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2782. 8 of the California Civil Code. Notwithstanding anything to the contrary in the Agreement, the CONSULTANT shall have no duty to hire counsel to defend the CITY, but at the time of any

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CITY OF LATHROP— EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENTIMPROVEMENTS settlement or adjudication of a matter the CONSULTANT shall pay as damaged to CITY all reasonable attorney' s fees and costs incurred by CITY to extent caused by the willful misconduct of negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable 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 and payment of all amounts owed to CONSULTANT under this Agreement, all information collected, work product and documents shall be delivered by CONSULTANT to CITY within ten ( 10) calendar days. 15) Fundina
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.

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CITY OF LATHROP- EKI ENVIRONMENT& WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER

TREATMENTIMPROVEMENTS
To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
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: EKI Environment& Water, Inc.
2001 Junipero Serra Blvd, Suite 300
Davis, CA 94014
Phone: ( 650) 292- 9100
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.

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CITY OF LATHROP- EKI ENVIRONMENT& WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENTIMPROVEMENTS 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 by the parties. 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 upon payment to CONSULTANT of all amounts owed under this Agreement 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.

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CITY OF LATHROP— EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENTIMPROVEMENTS r) Except as may be specifically allowed under this Agreement, nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either CITY of CONSULTANT. CONSULTANT' s Services hereunder are being performed solely for the benefit of CITY. s) In the event of any dispute between the parties arising under this Agreement, the parties shall first endeavor to settle such disputes through mediation. The parties shall bear their own attorney' s fees and costs but shall share equally in the cost of the mediator. If the parties are unable to settle the dispute through mediation, the dispute shall be settled by recourse to litigation.
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 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.

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CITY OF LATHROP- EKI ENVIRONMENT& WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO CHARACTERIZE PFAS IN GROUNDWATER AND EVALUATE PLANNED PFAS TREATMENT FOR CIP PW 20- 16 GROUNDWATER TREATMENTIMPROVEMENTS Approved as to Form: City of Lathrop
City Attorney
Z .-?- oz3
Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Assistant City Manager
Michael King Date
Approved by: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
Consultant: EKI Environment & Water, Inc.
2827 Spafford Street
Davis, CA 95618
Fed ID #_ 94- 3087395
Business License # 20137
Signature Date
Print Name and Title

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182
Y7„
environment
water
Corporate Office
2001 Junipero Serra Boulevard, Suite 300
Daly City, CA 94014
650) 292- 9100
ekiconsult. com
8 June 2023
Gregory Gibson, PE
Senior Civil Engineer
City of Lathrop— Public Works Department
390 Towne Centre Drive
Lathrop, CA 95330
Subject: Proposal for to Characterize PFAS in Groundwater and Evaluate Planned PFAS Treatment( PW 20- 16)
City of Lathrop, California
EKI C3- 168)
EKI Environment & Water, Inc. ( EKI) is pleased to present to the City of Lathrop ( Lathrop or City) this proposal for evaluating the City' s groundwater for the presence, potential transport, and potential sources of per- and polyfluoroalkyl substances ( PFAS) and proposed PFAS treatment options. The proposed work included herein aims to expand on studies completed previously by EKI and others to better understand ( 1) the extent of PFAS contamination, ( 2) if the elevated levels of PFAS detected in Well 9 or other locations will impact the City' s other drinking water supply wells, and ( 3) how these potential impacts may impact planned PFAS treatment.

BACKGROUND AND PROJECT UNDERSTANDING
In 2019, in response to monitoring orders issued by the California State Water Resources Control Board Department of Drinking Water ( DDW), the City, with technical support from EKI, began sampling for PFAS in its groundwater supply. Detections of perfluorooctane sulfonate ( PFOS) and perfluorooctanoic acid ( PFOA) in groundwater collected from Well 9 have consistently exceeded the state drinking water notification levels ( NLs) and response levels ( RLs) enforced through the California State Water Resources Control Board ( SWRCB) and detections of PFOS have exceeded the NLs in groundwater collected from Wells 6, 7, 8, and 10. Detections of perfluorohexane sulfonic acid ( PFHxS) have exceeded the NLs in Wells 6 through 9.

In 2020, EKI evaluated 11 alternatives for PFAS management and treatment at the City' s wells and at the centralized Louise Avenue Treatment Facility ( LAWTF) and conducted a bench- scale granular activated carbon ( GAC) test to explore the performance treating the City' s groundwater with GAC pressure vessels. In a March 2020 technical memorandum, 1 EKt recommended that the City ( 1) restart wells 6, 7, 8, and 10, with Well 9 remaining offline as a standby well, ( 2) move forward with the depth- specific profiling of wells to determine if any low- cost alternatives are 1 EKI, 2020. Alternatives Evaluation for Use of Groundwater with Detections of Per- and Polyfluoroalkyl Substances PFASJ. 6 March 2020.

Davis, CA• Irvine, CA• Marin, CA• Napa, CA• Oakland, CA• Roseville, CA Centennial, CO• Glastonbury, CT• Dedham, MA• Holyoke, MA 183
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environment City of Lathrop
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viable, and ( 3) postpone treatment until regulatory standards are established. Well 9 has remained offline since 2019. In 2022, the City contracted with Carollo Engineers ( Carollo) to further study and develop the City' s options for GAC treatment of only groundwater from Well 9 and blended groundwater from all the City' s Wells (Well 6- 10) at the LAWTF. z In March 2023, after completion of these studies, the United States Environmental Protection Agency ( EPA) proposed federal maximum contaminant levels ( MCLs) for six PFAS compounds, which are anticipated to be promulgated by the end of 2023 and effective by the end of 2026.

Detections of PFOS in groundwater collected from each of the City' s wells exceed the proposed PFOS MCL; detections of PFOA and the mixture of perfluorononanoic acid ( PFNA), PFHxS, perfluorobutane sulfonic acid ( PFBS), and hexafluoropropylene oxide dimer acid ( tradename GenX) compounds in Well 9 also exceed the proposed MCLs. In addition, recent sampling results found an increase in PFAS concentrations in Well 9, particularly the doubling of the observed PFOS concentrations.

The City has requested that EKI evaluate the ( a) impacts of the higher concentrations of PFAS observed at Well 9, ( b) the potential for these higher concentrations to migrate and impact the City' s other drinking water supply wells in the future, and ( c) the consequences of these potential impacts and updated PFAS regulations with respect to the proposed PFAS treatment options. To complete this evaluation, it is critical to understand ( a) the locations of potential sources of PFAS, b) the current extent and distribution of PFAS contamination in groundwater, and ( c) the characteristics and behavior of the groundwater system in response to groundwater extraction.

As described in the scope of work below, EKI will research available data and records to identify probable PFAS sources, model groundwater flow to establish upgradient sources and downgradient impacts, and provide suggestions for management and treatment of groundwater from Wells 6 through 10.

SCOPE OF WORK
EKI Proposes the following tasks as part of this scope of work to complete the PFAS evaluation.

Task 1— Review PFAS Water Quality Data and Historical Pumping Operations As an initial task, EKI will request from the City all the PFAS analytical data for groundwater collected from the City' s wells after December 2019. EKI will additional search for publicly available data through the SWRCB' s GeoTracker PFAS map, 3 the SWRCB' s Groundwater Ambient Monitoring and Assessment Program ( GAMA) Groundwater Information System, 4 and the EPA' s online PFAS Analytic Tool software. 5 EKI will compile the City' s and publicly available data and z Carollo, 2022. Technica/ Memorandum 1: PFAS Centralized Treatment Feasibility Study, Carollo Engineers, June 2022.
3 https:// geotracker. waterboards ca ov/ map/ pfas map https://
5 gama roundwater waterboards ca ov/ gama/ gamamap/ public/ Default asp https:// echo.epa. Qov/ trends/ pfas- tools
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update tables and figures included in EKI' s March 2020 technical memorandum tracking trends in PFAS concentrations in each of the City' s wells. These updated tables and figures will be used to evaluate recent trends and distribution of PFAS concentrations in groundwater.

As part of this task, EKI will also request and review information related to the following:

Records of the City' s recent pumping operations for each of its water supply wells.

Records of other relevant groundwater pumping operations including the groundwater extraction system operated by Occidental Chemical Corporation at the J. R. Simplot Site.

Recent studies or efforts related to Well 9 completed by the City after 2019.

This information will help inform subsequent tasks.

Deliverables:

Updated Table and Figure showing PFAS distribution and trends in each of the City' s groundwater supply wells ( electronic format).

Assumptions:

Task 1 includes a kickoff ineeting in which EKI will identify initial data needs.

Findings from this task will be summarized in the technical memorandum prepared as part of Task 4.

Task 2— Identify Potential Sources of PFAS
EKI will identify locations of potential sources of PFAS 6 surrounding the City' s wells. In
combination with the trends and distribution of PFAS in groundwater from Task 1 and groundwater flow directions from Task 3, this information will help to determine whether possible zones of high concentrations of PFAS in groundwater could migrate and impact the City' s other drinking water supply wells in the future.

Developing the list of potential PFAS sources to groundwater will involve: 1) utilizing groundwater flow data from Task 3 to establish the upgradient direction compared to PFAS- impacted wells; 2) conducting a thorough search of current and historical possible sources, focusing on the wellhead protection areas ( WHPAs) for the City of Lathrop supply wells identified in Task 3; and 3) evaluating and comparing the type and concentration ( i. e., fingerprint) of PFAS in the City' s wells and of the potential PFAS sources. Both current and historical records must be investigated to develop a list and timeline of potential users of PFAS, and to use this timeline to better 6 There are many potential sources that could contribute to PFAS impacted groundwater including wastewater treatment plants( WWTPs), airports and military bases, landfills, and industrial users/ producers of PFAS. 185
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understand how the area' s zones of high PFAS concentration have migrated in the past and how they will continue to migrate near the City' s wells.

Records and data review will include:

Reviewing available historical land use information for the area surrounding the well locations (Site), adjoining properties, and surrounding area, e.g., historical Sanborn maps, historical aerial photographs, historical USGS topographic maps, and historical City Directories, provided by Environmental Data Resources, Inc. ( EDR); Purchasing and reviewing an environmental regulatory agency database report for the Site and surrounding area prepared by EDR ( referred to as an EDR Radius Map Report); Purchasing and reviewing an Environmental Lien Search report for the Site, prepared by EDR; Searching for environmental reports for the Site and selected nearby upgradient reported chemical release sites on the SWRCB GeoTracker and California Department of Toxic Substances Control ( DTSC) EnviroStor database websites, and reviewing available files; and
Reviewing, downloading, and analyzing publicly available PFAS data through resources mentioned in Task 1.

Probable PFAS sources identified through the database search will be mapped with well locations and groundwater flow directions. Simultaneously, the types and concentrations of PFAS at the wells and these probable upgradient locations will be compared using unsupervised hierarchical clustering to identify correlations in PFAS signatures ( i. e., fingerprints) between the wells and sources. These correlations will help identify the most probable sources contributing to the PFASimpacted wells. Examples of possible PFAS sources include wastewater treatment facilities, industrial facilities, landfills, airports, and military bases.

Site- specific data will be compared with publicly available neighboring data and California- wide ddta to identify any anomalies in PFAS signatures ( e. g., comparing California- wide WWTPs PFAS data with the local WWTPs). Additionally, if any temporal data is available, these will be reviewed to help determine fate, transport, and possible transformation of precursor PFAS to products including PFOS and PFHxS, all of which will assist in the understanding of the sources and the timing of the PFAS contamination.

Deliverables:

Written summary of findings from historical records from EDR.

As needed, data tables/ figures showing PFAS concentrations from surrounding potential sources.
186
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r & water 8 June 2023

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Map showing potential PFAS sources compared to well locations and groundwater flow direction.

Figures depicting the PFAS signature/ fingerprint of the Site and surrounding potential sources.

Assumptions:

Findings from this task will be summarized in the technical memorandum prepared as part of Task 4.

Task includes one status meeting with the City to present preliminary findings from Task 2.

Task 3— Model the Groundwater Transport to Evaluate Future Water Quality Impacts Task 3 will employ a numerical groundwater-flow model to map the WHPAs for City of Lathrop supply wells. A WHPA is the area from which groundwater flows to the water supply well within a specified time. It can delineate the area where land surface activities contribute dissolved constituents to groundwater ( i. e., PFAS sources) and influence the quality of water produced by the well. The extent and shape of the WHPA is controlled by the geologic framework of the aquifer and the spatial distribution, rate and duration of recharge and pumping.

In 2004, Source Group, Inc. ( SGI) developed the numerical model of the groundwater system beneath the City of Lathrop and adjacent areas. In 2018, the SGI model was updated by GHD' and finalized in 2019. g The final model simulates the spatial distribution of groundwater- flow paths and time- of-travel for water to move from recharge areas to the water supply wells. The following list of subtasks is designed to quantify the spatial and temporal variability in past water supply well extractions, likely projected extraction rates for the future, and the resulting distribution of WHPAs and time- of-travel for groundwater and dissolved constituents to move from areas of recharge to the well screens.

1. Summarize historical pumping records and projected future pumping rates for City water supply wells.

2. Summarize groundwater- flow paths and time- of-travel estimates reported by GHD representative of historical pumping rates to infer WHPA' s for City wells and assess their uncertainty owing to the timing and duration of changes in the well pumping rates.

GHD, 2018. " Refinement of SGI 3D Groundwater Flow Model Former OCC Lathrop Facility, Lathrop, California." November 7, 2018. 8 GHD, 2019. " Finalization of Groundwater Flow Model J. R. Simplot Facility, Lathrop, California," May 8, 2019. 187
Gregory Gibson
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3. Overlay and quantitatively compare the WHPA' s and potential source areas identified above under Task 2 to prioritize likely potential PFAS sources consistent with groundwater hydraulics and water quality forensics (fingerprinting).

4. Update groundwater model to represent projected future conditions:
a. Decommissioning of percolation basin 1 ( PB- 1);
b. Remedial actions implemented at the Simplot site; and,

5. Utilize the updated model to quantify changes in the WHPA' s and time- of-travel estimates. The results shall be utilized to infer potential future water quality impacts to Well 10 and other City water supply wells.

Deliverables:

Map showing inferred historical WHPA' s for City wells based on GHD' s 2019 analyses and potential PFAS sources identified under Task 2.

Groundwater model input data files for projected future conditions.

Map showing inferred WHPA' s for City wells based on modeled projections and potential PFAS sources identified under Task 2.

Assumptions:

City will provide monthly( or at least annual) values of historical pumpage for each well operated by the City.

Findings from this task will be summarized in the technical memorandum prepared as part of Task 4.

Task includes one status meeting with the City to present preliminary findings from Task 3.

Task 4— Recommendations for the Management of PFAS- Impacted Groundwater Using the most probable PFAS sources in Task 2 with the groundwater modeling in Task 3, EKI will summarize the findings in a technical memorandum, complete with relevant figures, maps, and/ or data tables. This memorandum will include recommended next steps for the management of Wells, 6, 7, 8, and 10, with the potential of using Well 9 as an emergency well; recommendations for additional information gathering as needed ( e. g., water age analysis and/ or shallow groundwater or soil PFAS sampling); and EKI' s opinion on treatment options of the impacted wells.

As part of Task 4, EKI will evaluate whether the design criteria or other planning assumptions assumed by Carollo in their 2022 Feasibility Study should be updated based on the findings of this study. For example, if particularly high concentrations PFAS source upgradient of the City' s wells indicate that PFAs concentrations in the City' s groundwater supply are likely to increase in the future, the design criteria for the treatment system would have to be adapted. These 188
Gregory Gibson
environment City of Lathrop I & water 8 June 2023

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adaptations could include the volume of GAC utilized, vessel size, frequency of backwashing and/ or media replacement, etc. and resulting capital and operational cost implications.

Deliverables:

Draft and Final technical memorandum summarizing findings from Tasks 1- 3, and an analysis of how findings from Tasks 1- 3 could impact the City' s future groundwater management and the proposed PFAS Centralized Treatment System.

Presentation materials (PowerPoint slides) summarizing results of the study.

Assumptions:

EKI will present findings of the evaluation prior to the final technical memorandum' s completion at one status meeting.

The City will provide a consolidated set of comments on the draft technical memorandum.

COMPENSATION
We propose that compensation for consulting services by EKI be on a time and expense reimbursement basis in accordance with our Schedule of Charges, dated 1 January 2023.

Attachment A). Based on the Scope of Work described above, we propose a budget of$ 69, 600, as outlined in Table 1 below and detailed in Attachment B. EKI will charge against this budget and will advise if additional budget becomes necessary.

Table 1— Cost Estimate by Task
Task
Cost
Task 1— Review PFAS Water Quality Data and Historical Pumping Operations 10, 500
Task 2 — Identify Potential Sources of PFAS 18, 300
Task 3— Model the Groundwater Transport to Evaluate Future Water Quality Impacts 19, 500
Task 4— Recommendations for the Management of PFAS- Impacted Wells 21, 300
Total 69, 600
189
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environment City of Lathrop e ( & water 8 June 2023

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PROJECT SCHEDULE
EKI is available to initiate work upon receiving authorization from the City. EKI anticipates that the above scope of work can be completed within approximately four( 4) months of authorization.

TERMS AND CONDITIONS
Except as specifically modified above, all other terms of our 11 April 2022 Agreement shall remain in full force and effect. If this proposal meets with your approval, please send us an Agreement Amendment to review and execute.

We are excited about the opportunity to work with you on this project. Please call if you have any questions or wish to discuss this proposal in greater detail.

Very truly yours,
EKI Environment & Water, Inc.
t-f' ,% i' L-/
o athan Sutter, PE Michael T. Steiger, PE
oject Manager Principal- In- Charge
City of Lathrop
Authorized Representative)
Date)
Attachments
A. 2023 Schedule of Charges
B. Budget Estimate for Proposed Scope of Work
190
ClienUAddress: Gregory Gibson, PE
City of Lathrop— Public Works Department
environment 390 Towne Centre Drive e I & water Lathrop, CA 95330 Proposal/Agreement Date: 8 June 2023 EKI Proposal/ Project# C3- 168 SCHEDULE OF CHARGES FOR EKI ENVIRONMENT& WATER INC. 2 January 2023 Personnel Classification Hourlv Rate
Officer and Chief Engineer- Scientist 332
Principal Engineer- Scientist 320
Supervising I, Engineer- Scientist 309
Supervising II, Engineer- Scientist 29g
Senior I, Engineer- Scientist 2g(
Senior II, Engineer- Scientist 275
Associate I, Engineer- Scientist 264
Associate fl, Engineer- Scientist 248
Engineer- Scientist, Grade 1 231
Engineer- Scientist, Grade 2 21g
Engineer- Scientist, Grade 3 200
Engineer- Scientist, Grade 4 178
Engineer- Scientist, Grade 5 157
Engineer- Scientist, Grade 6 138
Project Assistant 130
Technician 125
Senior GIS/ Database Analyst 162
CADD Operator/ GIS Analyst 144
Senior Administrative Assistant 159
Administrative Assistant 124
Secretary 104
Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work will be at cost plus ten percent( 10%) for items such as:
a. Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work. b. Consultants, soils engineers, surveyors, drillers, laboratories, and contractors. c. Rented vehicles, local public transportation and taxis, travel, and subsistence. d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work.

A Communication charge for e- mail access, web conferencing, cellphone calls, messaging and data access, file sharing, local and long distance telephone calls and conferences, facsimile transmittals, standard delivery U. S. postage, and incidental in- house copying will be charged at a rate of 4% of labor charges. Large volume copying of project documents, e. g., bound reports for distribution or project- specific reference files, will be charged as a project expense as described above. work Reimbursement will be at thefor company- owned automobiles, except trucks and four-wheel drive vehicles, used in connection with the rate of sixty cents($ 0. 60) per mile. The rate for company- owned trucks and four- wheel drive vehicles will be seventy- five cents($ 0. 75) per mile. There will be an additional charge of thirty dollars($ 30. 00) per day for vehicles used for field work. Reimbursement for use of personal vehicles will be at the federally allowed rate plus fifteen percent( 15%).

CADD and other specialized software computer time will be charged at twenty dollars($ 20. 00) per hour. In- house material and equipment as a direct expense. charges will be in accordance with the current rate schedule or special quotation. Excise taxes, if any, will be added Rates Rate for specified professional above.staff for legal proceedings or as expert witnesses will be at a rate of one and one- half times the Hourly The foregoing Schedule of Charges is incorporated into the Agreement for the Services of EKI Environment& Water, Inc. and may be updated annually.
191
Budget Estimate far Proposed Scope of Work
Evaluation of Groundwater with Detections of PFAS
City of Lathrop, California
EKILabor Expenses TOTAL( 3)
u u
w
v i E a
a°1i u
t\7 ° 1 E
c
w
w 3 m N
TASKS W o
o
m
w
lL H V . U
C7 w , w C` w
a N = a o- z z F ' ` o ;
u t7 ¢ ¢ i'n i i . u taJ t
144 218 248 264 309 320 320 20
ask 1
Review and compile recent data and information 8 4 2 2 2 1 $ 5, 036 $ 0 Kick off ineetin 55, 036 g( prep, mtg, and
Update table,
followup) 2 2 2 1 1, 945 $ 0 0 1, 945 figure, from Tech Memo Project
4 4 2 1 2, 343 $ 80 $ 80 management and communications 5z, 583 2 1 976 0 0 976
SubtoYal
4 Sq g 2 7 3 2 $
ask 2: Investi ate
10, 299 S80 580 otential sources of PFAS 10, 500
Establish basic hydrogeology for up/ downgradient 6 1 2 2, 634 $ 0 0 Historical data/ records search( i. e., EDR) 2, 634 EDR reports
8 3 8 $ 0 50 3, 877
PFAS 0 0 50 550 Fingerprinting analysis and figures 2 8 Maps,
2, 517 $ 0 0
data[ ables, figures with analyses 6 4 4 Z
2, 517
Status
1 $ 3, 813 $ 120 $ 120 $ 4, 173
Project
meeting(
management
prep, mtg, followup) 4 3 2 2 2 3, 538 $ 0 p
and communications 3, 538
Z 1 976 0 0 5976
Subtotai
ask 3: Model
6 18 23 8 7 4 2 $ 17, 354 $ 120 5120 roundwater trens ort 18, 300 Map wellhead protection areas
Establish
24 8 9, 252 SO 0
time of travel for groundwater 9, z52
24 Project management
59, 252 $ 0 0 9, 252 and communications
2 1
Subtotal 976 0 0 976
ask 4: Mana ement of PFAS im acted wells
0 0 o aa z i o Si9, a 9 So So i9,sao
Analysis of data, trends, treatment
Memo
impacts, and recommendations 16 12 6 2 2 $ 9, 982 $ 0 0 drafting 9, 98Z
Memo
4 8 6 4 2 2 56, 577 $ 80 $ SO 6, 817 revising based on Client comments Project
1 4 2 2 1 $ 2, 548 $ 20 $ 20 management and communications Z, 608 5 1 $ 1, 940 50 0 1, 940
Subtotal
5 2S 20 0 17 4 6 $ 21, 046 $ 100 $ 100 $ 21, 300 OTAL:
15 60 51 58 33 28 10 $ 68, 179 $ 300 $ 300 69, 600
Notes:
1) A communications charge of 4% of labor costs covers e- mail access, web conferencing, cellphone calls, messaging and data access, file sharing, local and long distance telephone calls and conferences, facsimile transmittals, standard delivery U. S. postage, and incidental in- house copying. 2)" Other Direct Costs" includes direct expenses, as listed below, incurred in connection with the work and will be reimbursed at cost plus ten percent 10%) for items such as:
a. Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work. b. Consultants, soils engineers, surveyors, drillers, laboretories, and contractors. c. Rented vehicles, local public transportation and taxis, travel and subsistence. d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work. 3) Subtotals and Total rounded to the nearest hundred dollars.

June 2023
C3- 168

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192
ITEM 4.9

CITY MANAGER' S REPORT
JULY 10, 2023 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE PROFESSIONAL SERVICES AGREEMENT
WITH EKI ENVIRONMENT & WATER, INC., FOR

MONITORING WELL NETWORK ABANDONMENT FOR
CIP RW 24- 16 RECYCLED WATER SYSTEM

DECOMMISSIONING AND BUDGET AMENDMENT
RECOMMENDATION: Adopt Resolution Approving a Professional Services Agreement with EKI Environment & Water, Inc., for
Monitoring Well Network Abandonment for CIP RW
24- 16 Recycled Water System Decommissioning and
Budget Amendment
SUMMARY:

At their June 2023 board meeting, the Central Valley Regional Water Quality Control Board ( CVRWQCB) approved rescission of the Waste Discharge Requirements ( WDRs) and amendment to the National Pollutant Discharge Elimination System ( NPDES) permit to discharge effluent from the Consolidated Treatment Facility ( CTF) to the San Joaquin River. Previously, the CVRWQCB issued a letter dated March 27, 2023, that provided conditional approval of a technical memorandum submitted by the City for the closure activities associated with WDR rescission, which designated the City as the responsible party for the proper abandonment of 67 monitoring wells associated with the WDR monitoring well network.

At the request of staff, EKI Environment & Water, Inc. ( EKI) provided a proposal for professional services to assist the City with the monitoring well abandonment. EKI is uniquely qualified to provide these services based on approximately twenty years of experience assisting the City with groundwater monitoring and reporting for the CTF and former Crossroads WDRs. Approval of the proposed Professional Services Agreement ( PSA) with EKI in the amount of $487, 000 is requested to assist the City with the monitoring well network abandonment.

The City has insufficient funds for these costs under CIP RW 24- 16 Recycled Water System Decommissioning in the approved budget for Fiscal Years 2023- 2024 and 2024- 2025. Additional funds in the amount of $ 100, 000 is requested as a contingency for the monitoring well removal, and to cover additional costs associated with the recycled water system decommissioning. Staff is requesting that Council approve a budget amendment allocating $ 455, 500 from the CTF Fund 6110 for the City' s cost share and approve a revenue adjustment increase of $ 131, 500 to recognize the revenue received from the responsible parties. 193
CITY MANAGER' S REPORT PAGE 2
JULY 10, 2023 CITY COUNCIL REGULAR MEETING
APPROVE PSA WITH EKI ENVIRONMENT & WATER, INC., FOR MONITORING WELL NETWORK ABANDONMENT FOR CIP RW 24- 16 RECYCLED WATER

SYSTEM DECOMMISSIONING AND BUDGET AMENDMENT
BACKGROUND:

At the June 2023 CVRWQB board meeting, the CVRWQB approved rescission of the WDRs and an amendment to the NPDES permit to discharge effluent from the CTF to the San Joaquin River. Previously the CVRWQCB had issued a letter on March 27, 2023, that provided conditional approval of a technical memorandum submitted by the City on the closure activities associated with WDR rescission, which designated the City as the responsible party for the proper abandonment of 67 monitoring wells associated with WDRs monitoring well network. Of the 67 wells, 34 wells are currently located on private property and 33 wells are currently located on City- owned land.

In some instances, the developer of the parcel in which the well is located has been named as the responsible party to fund the cost of well abandonment.

At the request of staff, EKI Environment & Water, Inc., ( EKI) provided a proposal for professional services for assisting the City with the monitoring well abandonment.

EKI' s scope and fee proposal includes a breakdown of costs for wells associated with the City and developer funding sources as follows:

Fundin Source Cost Estimate
Cit 355, 500
Richland 27, 700
River Islands/ Califia 73, 400
Sa brook 11, 500
Scannell Pro erties # 478, LLC 18, 900
TOTAL: 487, 000
Staff requests City Council approve a PSA with EKI to assist the City with abandonment of 67 monitoring wells associated with the CTF WDRs. In addition, staff requests approval of additional budget in the amount of $ 100, 000 to provide a contingency for the monitoring well abandonment, and to cover additional costs associated with the recycled water decommissioning such as ordering title reports, preparation of grant deeds, easements and filing fees.

REASON FOR RECOMMENDATION:

EKI is uniquely qualified to provide these services based on approximately twenty years of experience assisting the City with groundwater monitoring services associated with the CTF and former Crossroads WDRs.

The professional services to be provided by EKI under this proposed agreement will meet the regulatory requirements for proper removal of the monitoring well network pursuant to the conditionally approved closure plan associated with the WDRs rescission. Removal of these monitoring wells under will help expedite returning lands back to developers that have a right of reverter for parcels with ponds and sprayfields that are planned to be decommissioned.
194
CITY MANAGER' S REPORT PAGE 3
JULY 10, 2023 CITY COUNCIL REGULAR MEETING
APPROVE PSA WITH EKI ENVIRONMENT & WATER, INC., FOR MONITORING WELL NETWORK ABANDONMENT FOR CIP RW 24- 16 RECYCLED WATER

SYSTEM DECOMMISSIONING AND BUDGET AMENDMENT
FISCAL IMPACT:

The total estimated time and materials cost of the proposed PSA with EKI to assist the City with the monitoring well network abandonment is $ 487, 000. The City has requested $ 131, 500 funding authorization from all responsible parties, and budgeted 250, 000 under CIP RW 24- 16 Recycled Water System Decommissioning in the fiscal year 2023- 2024 approved budget. However, this amount is insufficient to cover the City' s cost share for monitoring well removal and other anticipated costs. Additional funds in the amount of$ 100, 000 is requested to provide a contingency for monitoring well removal, and additional costs associated with the recycled water system decommissioning. Staff is also requesting that Council approve a budget amendment allocating $ 205, 500 from the CTF Fund 6110 for the City' s cost share and approve a revenue adjustment increase of $ 131, 500 to recognize the revenue received from the responsible parties as follows:

Increase Revenue
2710- 80- 00- 372- 0100 131, 500
Increase Transfer Out
2710- 99- 00- 990- 9010 131, 500
6110- 99- 00- 990- 9010 205, 500
Increase Transfer In
6091- 99- 00- 393- 00- 00 CIP RW 24- 16 337, 000
Increase Appropriation
6091- 80- 00- 420- 86- 00 CIP RW 24- 16 337, 000
ATTACH M ENTS:

A. Adopt Resolution Approving a Professional Services Agreement with EKI Environment & Water, Inc., for Monitoring Well Network Abandonment for CIP RW 24- 16 Recycled Water System Decommissioning and Budget Amendment B. Professional Services Agreement with EKI Environment & Water, Inc., for Monitoring Well Network Abandonment for CIP RW 24- 16 Recycled Water System Decommissioning
195
CITY MANAGER' S REPORT PAGE 4
JULY 10, 2023 CITY COUNCIL REGULAR MEETING
APPROVE PSA WITH EKI ENVIRONMENT & WATER, INC., FOR MONITORING WELL NETWORK ABANDONMENT FOR CIP RW 24- 16 RECYCLED WATER

SYSTEM DECOMMISSIONING AND BUDGET AMENDMENT
APPROVALS:
s d o 2oz-3
Greg Gibs n Date
Senior Civil Engineer
T
6/ zo 2a 3
Brad ylor Date
City Engineer
Cari Date
Finance Di ector
6 / Z IZo23
Micha King Date
Assistant City Manager
Z! _ LD
Salvador Navarrete Date
City Attorney
s•23
Stephen J. Salvatore Date
City Manager
196
RESOLUTION NO. 23 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH EKI
ENVIRONMENT & WATER, INC., FOR MONITORING WELL NETWORK
ABANDONMENT FOR CIP RW 24- 16 RECYCLED WATER SYSTEM

DECOMMISSIONING AND BUDGET AMENDMENT
WHEREAS, the Lathrop Consolidated Treatment Facility ( LCTF) provides sewer treatment capacity for the Crossroads, Mossdale, River Islands, South Lathrop Specific Plan, Gateway Specific Plan and Central Lathrop Specific Plan development areas; and
WHEREAS, at their June 2023 board meeting, the Central Valley Regional Water Quality Control Board ( CVRWQCB) approved rescission of the Waste Discharge Requirements ( WDRs) and amendment to the National Pollutant Discharge Elimination System ( NPDES) permit to discharge effluent from the Consolidated Treatment Facility ( CTF) to the San Joaquin River; and WHEREAS, the CVRWQCB issued a letter dated March 27, 2023, that provided conditional approval of a technical memorandum submitted by the City for the closure activities associated with WDR rescission, which designated the City as the responsible party for the proper abandonment of 67 monitoring wells associated with the WDR monitoring well network; and
WHEREAS, of the 67 wells to be abandoned, 34 wells are currently located on private property and 33 wells are currently located on City- owned land, and in some instances, the developer of the parcel in which the well is located has been named as the responsible party to fund the cost of well abandonment; and WHEREAS, EKI is uniquely qualified to provide these services based on approximately twenty years of experience assisting the City with groundwater monitoring and reporting for the CTF and former Crossroads WDRs; and WHEREAS, at the request of stafF, EKI Environment & Water, Inc. ( EKI) provided a proposal for professional services for assisting the City with the monitoring well abandonment; and
WHEREAS, EKI' s scope and fee proposal includes a breakdown of costs for wells associated with the City and developer funding sources as follows:

Fundin Source Cost Estimate
Cit 355, 500
Richland 27, 700
River Islands/ Califia 73, 400
Sa brook 11, 500
Scannel Pro erties # 478, LLC 18, 900
TOTAL: 487, 000
197
and
WHEREAS, the professional services by EKI under this agreement will assist the City meet the regulatory requirements for proper removal of the monitoring well network pursuant to the conditionally approved closure plan associated with the WDRs rescission; and
WHEREAS, the total estimated time and materials cost of the PSA with EKI to assist the City with the monitoring well network abandonment is $ 487, 000; and WHEREAS, in addition, staff requests approval of additional budget in the amount of $ 100, 000 to provide a contingency for the monitoring well abandonment, and to cover additional costs associated with the recycled water decommissioning and such as ordering title reports, preparation of grant deeds, easements and filing fees; and
WHEREAS, the City has requested $ 131, 500 funding authorization from all responsible parties, and budgeted $ 250, 000 under CIP RW 24- 16 Recycled Water System Decommissioning in the fiscal years 2023- 2024 approved budget; and WHEREAS, insufficient funds have been budgeted to cover other the City' s cost share for the monitoring well removal and other anticipated project costs for the recycled water system decommissioning; and
WHEREAS, Staff is requesting that Council approve a budget amendment allocating $ 205, 500 from the CTF Fund 6110 for the City' s cost share for the monitoring well removal and additional costs associated with the recycled water system decommissioning and approve a revenue adjustment increase of $ 131, 500 to recognize the revenue received from the responsible parties.

NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a professional services agreement with EKI Environment & Water, Inc., to assist the City with monitoring well network abandonment for a time and materials cost not to exceed $ 487, 000, for CIP RW 24- 16 Recycled Water System Decommissioning; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve the following budget amendment allocating $ 205, 500 from the CTF Fund 6110 for the City' s cost share of $ 355, 000 for the monitoring well removal and 100, 000 for additional costs associated with the recycled water system decommissioning and approves a revenue adjustment increase of $ 131, 500 to recognize the revenue received from the responsible parties as follows:

Increase Revenue
2710- 80- 00- 372- 0100 131, 500
Increase Transfer Out
2710- 99- 00- 990- 9010 131, 500
198
6110- 99- 00- 990- 9010 205, 500
Increase Transfer In
6091- 99- 00- 393- 00- 00 CIP RW 24- 16 337, 000
Increase Appropriation
6091- 80- 00- 420- 86- 00 CIP RW 24- 16 337, 000
199
The foregoing resolution was passed and adopted this lOth day of July 2023, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS O FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 200

ATTACHMENT

CITY OF LATHROP

AGREEMENT FOR PROFESSIONAL ENGINEERING CONSULTING SERVICES WITH EKI ENVIRONMENT & WATER, INC.

TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER SYSTEM DECOMMISSIONING CIP RW 24- 16
THIS AGREEMENT, dated for convenience this 10th day of July 2023, is by and between EKI Environment& Water, Inc.(" CONSULTANT") and the City of Lathrop, a California municipal corporation (" CITY");
RECITALS:

CONSULTANT represents it is prepared to and can diligently perform these services in accordance with the professional skill and care ordinarily provided by engineers practicing in the same or similar locality under the same or similar circumstances and to CITY'S reasonable 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 $ 487, 000 for the Professional Engineering Consulting 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

201
CITY OF LATHROP- EKI ENVIRONMENT& WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 3) Effective Date and Term
The effective date of this Agreement is July 10, 2023 and it shall terminate no later than June 30, 2024.
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 reasonable satisfaction. CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY.
5) Billin s
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.

Page 2 of 11 ends

202
CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 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. 8) Assiqnment 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: Christina Lucero, Hydrogeologist 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,

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CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
b) Commercial General and Automobile Liability 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 properry resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.

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CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 least thirty days prior to such change.
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' negligent 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.

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,

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CITY OF LATHROP— EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 claim administration, and defense expenses that is satisfactory in all respects to each of 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
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.

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, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers or any third parties for whom CONSULTANT is not legally liable. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2782. 8 of the California Civil Code. Notwithstanding anything to the contrary in the Agreement, the CONSULTANT shall have no duty to hire counsel to defend the CITY, but at the time of any settlement or adjudication of a matter the CONSULTANT shall pay as damaged to CITY all reasonable attorney' s fees and costs incurred by CITY to extent caused by the willful misconduct of negligent acts or omissions of CONSULTANT, its employees, subcontractors,

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CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 or agents Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable 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 and payment of all amounts owed to CONSULTANT 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 parry 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

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207
CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 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: EKI Environment& Water, Inc.
2001 Junipero Serra Blvd
Davis, CA 94014
Phone: ( 650) 292- 9100
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.

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208
CITY OF LATHROP— EKI ENVIRONMENT& WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 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 upon payment to CONSULTANT of all amounts owed under this Agreement 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.

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209
CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 s) In the event of any dispute between the parties arising under this Agreement, the parties shall first endeavor to settle such disputes through mediation. The parties shall bear their own attorney' s fees and costs but shall share equally in the cost of the mediator. If the parties are unable to settle the dispute through mediation, the dispute shall be settled by recourse to litigation.
18) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written Notice to Proceed" from CtTY. 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 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.

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210
CITY OF LATHROP- EKI ENVIRONMENT & WATER, INC.

PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE MONITORING WELL NETWORK ABANDONMENT FOR RECYCLED WATER DECOMMISSIONING CIP RW 24- 16 Approved as to Form: City of Lathrop
City Attorney
2-
Salva avarrete Date
Recommended for Approval: City of Lathrop
Assistant City Manager
Michael King Date
Approved by: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
Consultant: EKI Environment& Water, Inc.
2827 Spafford Street
Davis, CA 95618
Fed ID #_ 94- 3087395
Business License # 20137
Signature Date
Print Name and Title

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211
environment
water
2827 Spafford Street
Davis, CA 95618
530) 341- 2848
ekiconsult. com
31 May 2023
Greg Gibson
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Subject: Scope of Work and Budget- Monitoring Well Network Abandonment City of Lathrop
EKI C3- 130)
Dear Mr. Gibson:

EKI Environment& Water, Inc.( EKI) is pleased to present this scope of work( SOW) and budget for assisting the City of Lathrop( City) with abandonment of 67 monitoring wells associated with the City' s Consolidated Treatment Facility ( CTF) Waste Discharge Requirements ( WDR) Order No. R5- 2018- 023. As the City has acquired a National Pollutant Discharge Elimination System( NPDES) permit[ RS- 2022- 0004( CA0085359)] 1 from the Central Valley Regional Water Quality Control Board( RWQCB) to discharge effluent from the CTF to the San Joaquin River instead of land application areas covered under the WDR, the monitoring wells are no longer required. Conditional approval for closure of various CTF site features was granted in a March 2023 recission letter from the RWQCB( Recission Letter). The RWQCB plans to rescind the CTF WDR during the RWQCB' s June 2023 Board Meeting. z

BACKGROUND
As shown in Figure 1, there are 67 existing wells associated with compliance monitoring in the Monitoring and Reporting Program Order No. R5- 2016- 0028- 03 ( MRP) that the City intends to abandon ( only wells MWM- 24 and MWR- 25 will remain in place and used for Sustainable Groundwater Management Act SGMA] compliance monitoring). As the City will cease all future effluent land disposal operations and will use recycled water only for beneficial uses regulated under the Recycled Water General Order WQ 2016- 0068- DDW( General Order), the monitoring well network is no longer needed.

Of the 67 wells, 34 wells are currently located on private property and 33 wells are currently located on City- owned land ( see Table 1). In some instances, the developer of the parcel in which the well is located has been named responsible to fund the cost of well abandonment( see Table 1, " Funding Source"). The City is responsible for all monitoring well abandonment3 in accordance with California Department of Water Resources( DWR) standards for the destruction of groundwater wells. 4 The City will work with the 1 Adopted 17 February 2022.
2 Personal communication, Greg Gibson, City of Lathrop, 7 April 2023. 3 Central Valley Regional Water Quality Control Board, Conditional Approval of Closure Activities, City of Lathrop, Consolidated Treatment Facility, San Joaquin County, dated 27 March 2023. 4 California Well Standards Bulletin 74- 90( June 1991) and Water Well Standards: State of California Bulletin 74- 81 December 1981).

Daly Cify, CA• Irvine, CA• Marin, CA. Napa, CA• Oakland, CA• Roseville, CA Cenfennial, CO• Glastonbury, CT• Dedham, MA• Holyoke, MA 212
Greg Gibson
environment
City of Lathrop Pj I & water
31 May 2023

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landowners to gain access to properly abandon the wells. In the event of non- responsive private property owners, the City will notify the RWQCB and San loaquin County ( SJC) and work with SJC Environmental Health Department( EHD) and the RWQCB for follow- up and/ or enforcement actions.

The abandonments of the monitoring wells must be conducted in accordance with the 2016 Monitoring Well Abandonment Workplan dated 25 January 2016(" Workplan"), which was conditionally approved by the RWQCB on 10 May 2016. Furthermore, based on historical and current land use and groundwater monitoring data, no hazardous constituents are expected at the drilling locations. As such, equipment decontamination procedures and the general health and safety plan outlined in the 2016 Monitoring Well Abandonment Workplan will be followed.

Prior to well abandonment, the City will file applicable well abandonment permits with the S1C EHD.

Following well abandonment, the City will file well destruction reports with the DWR.

SCOPE OF WORK
The Scope of Work provided below separates the monitoring network abandonment into five tasks and assumes a total of four well abandonment mobilizations. Exact counts and timing of the well abandonment work will depend upon landowner responses. If more than four mobilizations are required, the level of effort and cost to complete the work will increase. Table 1 provides well- specific details and assumptions and Figure 1 shows well locations. Additionally, the following assumptions are applicable for all five tasks:

Costs associated with the C- 57 licensed driller include prevailing wage rates.

The budget estimate assumes abandonment work will be conducted in a continuous fashion requiring a total of four mobilizations and demobilizations( two for each abandonment method).

Pressure grout abandonment work is anticipated to take a total of 18 days and includes the C- 57 licensed driller crew and EKI oversight on all 18 days. Overdrilling abandonment work is anticipated to take five days and includes the C- 57 licensed driller crew and EKI oversight on all five days.

Driller costs assume all locations are truck accessible.

The City will require EKI on- site for construction oversight during well abandonments and surface completion work, as applicable. For cost estimating purposes, EKI has assumed 9- hour workdays.

EKI will provide the City with electronic copies of the DWR well completion reports.

If the schedule is delayed due to unforeseen circumstances out of EKI' s control, additional budget may be required.

Additional budget may be required if site conditions differ significantly than the budget estimate assumes, based on the November 2022 well survey, or access is hindered due to inclement weather.

Task 1— City Funded Well Abandonment
Under Task 1, EKI will plan and oversee abandonment of the 43 wells located on City and private property see Table 1).
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Subtask 1. 1— Private Propertv Owner Coordination
EKI will coordinate with private property owners to obtain access for well abandonment. As shown on Table 1, there are seven known, three unknown, and one assumed but unconfirmed property owner.

Under Subtask 1. 1, EKI will prepare notifications for a maximum of 12 private property ownerss of the requirement to allow City access to properly abandon fourteen ( 14) monitoring well( s). Where current ownership has changed or is otherwise unknown, EKI will attempt to determine landowner information from Assessor Parcel Number( APN) information based on publicly available data from the County and/ or other readily available methods. Notification letters will provide EKI/ City contact information that includes a phone number and email address to submit questions. To ensure delivery, EKI will send the notification letters via email and/ or accountable mail in which delivery requires a signature and/ or read receipt.

Three wells currently do not have signed access agreements in place with the existing property owner, and two wells are assumed to have the same property owner as the access agreement on file, however access has not been coordinated since 2018. EKI will coordinate and attempt to secure access agreements for a maximum of five wells including the three wells without current access agreements.

Assumptions
EKI will provide draft notification materials for City review. Comments from the City will be addressed by EKI and the notification materials finalized for transmittal to property owners.

In the event that EKI cannot determine ownership, or the notification letter cannot be delivered, EKI will work with the City to identify appropriate next steps.

Deliverables
Well abandonment notification materials for private property owners [ up to 12 letters for 14 wells].

Access agreements for up to five wells.

Subtask 1. 2- Preparation, Permittin and Contracts
Under Subtask 1. 2, EKI will complete the necessary preparations, permitting, and contracting for the abandonment of the 43 monitoring wells. This subtask includes:

Project management such as coordination, subcontracting, planning, and communication between the City, licensed driller, and traffic control specialists.

Update Site Health and Safety Plan.

Direct B. A.T.S. Traffic Solutions to obtain encroachment permits from the City of Lathrop, as needed, for up to 19 wells located within or adjacent to the street right-of-way or within public parks ( see Table 1).
5 Property owners that are unknown or uncertain have conservatively been counted as individual private property owners.
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Develop traffic control plans for up to 16 wells located within or adjacent to the street right- ofway( see Table 1).

Obtain 43 monitoring well destruction permits from the SJC EHD.

Coordinate with a California- certified analytical laboratory regarding analytical needs, turnaround times, courier scheduling, and sample containers, as appropriate.

Assumptions
Each encroachment permit will require five hours of B. A.T.S. Traffic Solutions time to prepare, and the Ciry' s$ 120 encroachment permit fee.

Permits and traffic control plans for all wells will be developed and obtained simultaneously.

Monitoring wells MWM- S, MWM- 15, MWM- 17 will require an encroachment permit but not a traffic control plan.

Other wells located on City property that are not within or adjacent to the street right-of-way or within public parks, ( see Table 1) will not require an encroachment permit.

Deliverables
Up to 19 Encroachment permits
Up to 16 Traffic Control plans
Updated Site Health & Safety Plan
43 Well destruction permits
Subtask 1. 3— Mobilization and Well Abandonment
EKI will coordinate with Confluence to mobilize to the site, set up, and oversee well abandonment.

Specifically, under Subtask 1. 3 EKI will:

Mark 43 wells for Underground Services Alert ( USA) and submit tickets at least 72 hours but no more than two weeks prior to destruction activities. Simultaneously post no parking signs for up to 19 wells located within or adjacent to the street right- of-way.

Schedule well destruction inspections with the SJC EHD and direct driller to perform all sealing operations in the presence of the County inspector, unless directed otherwise by the County.

Direct B. A.T.S. Traffic Solutions to coordinate and conduct traffic control for up to 16 wells located within or adjacent to the street right- of- way in accordance with the traffic control plans developed under Subtask 2. 1.

Oversee well abandonment by a C- 57 licensed driller via pressure grouting ( 38 wells) or overdrilling( 5 wells), see Table 1 for details, using methods as described in the approved Workplan.

For 10 wells located in the street or paved parking lot and one well located in the sidewalk, direct contractor to apply hot asphalt patch and concrete patch, respectively, in accordance with Encroachment Permit.

Sampling and laboratory analysis of generated wastes for disposal, when appropriate. 215
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Assumptions
The City will be responsible for towing vehicles that interfere with well abandonment.

Traffic control is dependent upon the site- specific traffic control plans to be developed under Subtask 1. 2, and therefore the budget assumes a two- person crew with two trucks for required traffic control ( during both abandonment and surface completion) and three weeks of traffic control rental items.

The City will be responsible for removal and repair of all fencing that interfere with well abandonment activities.

To the extent possible, soil cuttings and groundwater produced during drilling and grouting operations will be spread at the site. Where spreading is not feasible ( e. g., city street), the materials will be transported to a location as directed by the City for spreading. Should it be necessary, the budget accommodates the possible need to drum, test, and haul soil cuttings and groundwater for disposal at an approved landfill. The budget assumes one composite sample per mobilization will be collected ( total of two samples), analyzed for the standard suite of constituents required for landfill disposal6, and the materials will clear all applicable standards for non- hazardous waste disposal. If the composite sample exceeds either California Soluble Threshold Limit Concentration( STLC) or Federal Toxicity Characteristic Leaching Procedure( TCLP) limits for hazardous waste characterization, there will be additional costs associated with disposal not included herein.

Two separate mobilizations will be required to apply the hot asphalt and concrete patch work.

Surface completion work is anticipated to take a total of five days, and includes the construction crew, traffic control, and EKI oversight on all five days. Surface completion will occur within 48- hours of well abandonment completion.
32 wells will have a dirt surface completion, 10 wells will have a hot asphalt patch surface completion, and one well will have a concrete patch surface completion. Asphalt patches will be no larger than 3' x 3' and up to 6" thick, with no roller or grind back needed. The concrete patch will be up to 6' x 6' and up to 6" thick with no curb or gutter work required.

This scope of work and budget does not include replacement of landscape in City parks, medians, etc. that are removed or damaged to access the wells for abandonment.

Monitoring well MW- 5 is located adjacent to privately- owned railroad tracks and will not require coordination with Union Pacific Railroad.

Subtask 1. 4— Documentation
Under Subtask 1. 4, EKI will prepare and submit 43 DWR well destruction reports to DWR and prepare a Groundwater Monitoring Well Abandonment Report for submittal to the RWQCB. This report will document the well abandonment activities, discuss any deviations from the approved Workplan, and include copies of the DWR well destruction reports.
6 Total Petroleum Hydrocarbons( TPH)— Gasoline, TPH- Diesel, TPH- Motor Oil, Volatile Organic Compounds( VOCs), Polychlorinated biphenyl ( PCBs), and CAM- 17 Metals ( Antimony, Arsenic, Barium, Beryllium, Cadmium, Chromium, Cobalt, Copper, Lead, Mercury, Molybdenum, Nickle, Selenium, Silver, Thallium, Vanadium, and Zinc). 216
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Deliverables
43 DWR Well Destruction Reports
Groundwater Monitoring Well Abandonment Report( Draft and Final) Assumptions
The Draft Groundwater Monitoring Well Abandonment Report provided to the City will require limited revisions to finalize. The City will submit the Final Groundwater Monitoring Well Abandonment Report to the RWQCB.

Subtask 1. 5— As- needed Citv Support
Subtask 1. 5 includes as- needed support requested by the City. Work will be conducted on a time and materials basis in close coordination with the City. Based on EKI' s current understanding these as- needed tasks could include:

Coordinating with regulatory entities( i. e. the RWQCB, SJC EHD), as needed.

Coordinating a courier to hand- deliver materials to private property owners, as needed.

In the event of a non- responsive private property owner and pursuant to the Recission Letter, EKI will assist the City with development of follow- up and/ or enforcement plans in conjunction with the RWQCB and SJC EHD.

Assumptions
EKI assumes a total of 28 hours will be needed to complete the follow- up and/ or enforcement plans for non- responsive landowners.

Task 2— Richland Funded Well Abandonment
Under Task 2, EKI will plan and oversee abandonment of the four wells associated with the PB- 1 percolation basin.

Subtask 2. 1— Preparation, Permittin, and Contracts
Under Subtask 2. 1, EKI will complete the necessary preparations, permitting, and contracting for the abandonment of the monitoring wells. This subtask includes:

Project management such as coordination, subcontracting, planning, and communication between the City, licensed driller, and traffic control specialists.

Update Site Health and Safety Plan.

Direct B. A.T.S. Traffic Solutions to obtain encroachment permits from the City of Lathrop, as needed, for one well located adjacent to the street right- of-way( KMW- 9, see Table 1).

Develop traffic control plans for one well located adjacent to the street right- of-way( KMW- 9, see Table 1).

Obtain four monitoring well destruction permits from the SJC EHD. 217
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Coordinate with a California- certified analytical laboratory regarding analytical needs, turnaround times, courier scheduling, and sample containers, as appropriate.

Assum ptions
Each encroachment permit will require five hours of B. A. T. S. Traffic Solutions time to prepare, and the City' s$ 120 encroachment permit fee.

Permits and traffic control plans for all wells will be developed and obtained simultaneously.

Deliverables
One Encroachment permit
One Traffic Control plan
Updated Site Health & Safety Plan
Four Well destruction permits
Subtask 2. 2— Mobilization and Well Abandonment
EKI will coordinate with Confluence to mobilize to the site, set up, and oversee well abandonment.

Specifically, under Subtask 2. 2 EKI will:

Mark four wells for Underground Services Alert( USA) and submit tickets at least 72 hours but no more than two weeks prior to destruction activities. Simultaneously post no parking signs for the one well located within or adjacent to the street right-of-way( KMW- 9).

Schedule well destruction inspections with the S1C EHD and direct driller to perform all sealing operations in the presence of the County inspector, unless directed otherwise by the County.

Direct B. A. T. S. Traffic Solutions to coordinate and conduct traffic control for the one well located within or adjacent to the street right- of-way in accordance with the traffic control plan developed under Subtask 2. 1.

Oversee well abandonment by a C- 57 licensed drillervia pressure grouting( 3 wells) or over- drilling 1 well), see Table 1 for details, using methods as described in the approved Workplan.

For the one well located in the street, direct contractor to apply hot asphalt patch in accordance with Encroachment Permit.

Sampling and laboratory analysis of generated wastes for disposal, when appropriate.

Assumptions
The City will be responsible for towing vehicles should they interfere with well abandonment.

Traffic control is dependent upon the site- specific traffic control plans to be developed under Subtask 2. 1, and therefore the budget assumes a two- person crew with two trucks for required traffic control( during both abandonment and surface completion) and one week of traffic control rental items.

The City will be responsible for removal and repair of all fencing that interferes with well abandonment.
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To the extent possible, soil cuttings and groundwater produced during drilling and grouting operations will be spread at the site. Where spreading is not feasible ( e. g., city street), the materials will be transported to a location as directed by the City for spreading. Should it be necessary, the budget accommodates the possible need to drum, test, and haul soil cuttings and groundwater for disposal at an approved landfill. The budget assumes one composite sample per mobilization will be collected ( total of two samples), analyzed for the standard suite of constituents required for landfill disposal, and the materials will clear all applicable standards for non- hazardous waste disposal. If the composite sample exceeds either California Soluble Threshold Limit Concentration( STLC) or Federal Toxicity Characteristic Leaching Procedure( TCLP) limits for hazardous waste characterization, there will be additional costs associated with disposal not included herein.

A separate mobilization will be required to apply the hot asphalt patch work. Surface completion work is anticipated to take one day, and includes the construction crew, traffic control, and EKI oversight. Surface completion will occur within 48- hours of well abandonment completion.

Three wells will have a dirt surface completion and one well will have a hot asphalt patch surface completion. Asphalt patches will be no larger than 3' x 3' and up to 6" thick, with no roller or grind back needed.

Subtask 2. 3— Documentation
Under Subtask 2. 3, EKI will prepare and submit four DWR well destruction reports to DWR and prepare documentation for inclusion into the Groundwater Monitoring Well Abandonment Report for submittal to the RWQCB. This report will document the well abandonment activities, discuss any deviations from the approved Workplan, and include copies of the DWR well destruction reports.

Deliverables
Four DWR Well Destruction Reports
Relevant sections of the Groundwater Monitoring Well Abandonment Report Task 3— River Islands/ Califia Funded Well Abandonment
Under Task 3, EKI will plan and oversee abandonment of the 14 wells' located on River Islands.

Subtask 3. 1— Private Propertv Owner Coordination
Under Subtask 3. 1, EKI will prepare a notification of the requirement to allow City access to properly abandon the monitoring wells. To ensure delivery, EKI will send the notification letter via email and/ or accountable mail in which delivery requires a signature and/ or read receipt. EKI will coordinate with the private property owner to obtain access for well abandonment. EKI will also obtain MWR- 9 well abandonment documentation from the property owner/ property owner representative.

Monitoring well MWR- 9 is currently in the process of being abandoned and work is expected to be completed before June 2023. Therefore, MWR- 9 is not included in the count of wells for abandonment. 219
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Deliverables
Well abandonment notification materials for private property owner[ one letter for 14 wells].

Subtask 3. 2- Preparation, Permittin, and Contracts
Under Subtask 3. 2, EKI will complete the necessary preparations, permitting, and contracting for the abandonment of the monitoring wells. This subtask includes:

Project management such as coordination, subcontracting, planning, and communication between the City, licensed driller, and traffic control specialists.

Update Site Health and Safety Plan.

Obtain 14 monitoring well destruction permits from the SJC EHD.

Deliverables
Updated Site Health & Safety Plan
14 Well destruction permits
Subtask 3. 3— Mobilization and Well Abandonment
EKI will coordinate with Confluence to mobilize to the site, set up, and begin the abandonment process for the wells. Specifically, under Subtask 3. 3 EKI will:

Mark 14 wells for Underground Services Alert (USA) and submit tickets at least 72 hours but no more than two weeks prior to destruction activities.

Schedule well destruction inspections with the SJC EHD and direct driller to perform all sealing operations in the presence of the County inspector, unless directed otherwise by the County.

Oversee well abandonment by a C- 57 licensed driller via pressure grouting ( 12 wells) or overdrilling( 2 wells), see Table 1 for details, using methods as described in the approved Workplan.

Assumptions
Monitoring well MWR- 9 is currently in the process of being abandoned and work is expected to be completed before June 2023. Therefore, MWR- 9 is not included in the count of wells for abandonment or estimated abandonment costs.

No wells require traffic control plans nor traffic control during abandonment.

Soil cuttings and groundwater produced during drilling and grouting operations will be spread at the site.

All 14 wells will have a dirt surface completion.

Subtask 3. 4— Documentation
Under Subtask 3. 4, EKI will prepare and submit 14 DWR well destruction reports to DWR and prepare documentation for inclusion into the Groundwater Monitoring Well Abandonment Report for submittal 220
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to the RWQCB. This report will document the well abandonment activities, discuss any deviations from the approved Workplan, and include copies of the DWR well destruction reports.

Deliverables
14 DWR Well Destruction Reports
Relevant sections of the Groundwater Monitoring Well Abandonment Report Assumptions
Coordination efforts associated with obtaining MWR- 9 well abandonment documentation is included under Subtask 3. 1.

Task 4— Saybrook Funded Well Abandonment
Under Task 4, EKI will plan and oversee abandonment of the two wells associated with Pond 28 and Land Application Area 36 ( CLSP- 11 and CLSP- 12).

Subtask 4. 1— Private Propertv Owner Coordination
Under Subtask 4. 1, EKI will a prepare notification of the requirement to allow City access to properly abandon the monitoring wells. To ensure delivery, EKI will send the notification letters via email and/ or accountable mail in which delivery requires a signature and/ or read receipt. EKI will coordinate with the private property owner to obtain access for well abandonment.

Deliverab/ es
Well abandonment notification materials for private property owner[ one letter for two wellsj.

Subtask 4. 2- Preparation, Permittin, and Contracts
Under Subtask 4. 2, EKI will complete the necessary preparations, permitting, and contracting for the abandonment of the monitoring wells. This subtask includes:

Project management such as coordination, subcontracting, planning, and communication between the City, licensed driller, and traffic control specialists.

Update Site Health and Safety Plan.

Obtain two monitoring well destruction permits from the SJC EHD.

Deliverables
Updated Site Health & Safety Plan
Two Well destruction permits
Subtask 4. 3— Mobilization and Well Abandonment
EKI will coordinate with Confluence to mobilize to the site, set up, and begin the abandonment process for the wells. Specifically, under Subtask 4. 3 EKI will:
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Mark two wells for Underground Services Alert( USA) and submit tickets at least 72 hours but no more than two weeks prior to destruction activities.

Schedule well destruction inspections with the SJC EHD and direct driller to perform all sealing operations in the presence of the County inspector, unless directed otherwise by the County.

Oversee well abandonment by a C- 57 licensed driller via pressure grouting ( 2 wells), using methods as described in the approved Workplan.

Assumptions
No wells require traffic control plans nor traffic control during abandonment.

Soil cuttings and groundwater produced during drilling and grouting operations will be spread at the site.

Both wells will have a dirt surface completion.

Subtask 4. 4— Documentation
Under Subtask 4. 4, EKI will prepare and submit two DWR well destruction reports to DWR and prepare documentation for inclusion into the Groundwater Monitoring Well Abandonment Report for submittal to the RWQCB. This report will document the well abandonment activities, discuss any deviations from the approved Workplan, and include copies of the DWR well destruction reports.

Deliverables
Two DWR Well Destruction Reports
Relevant sections of the Groundwater Monitoring Well Abandonment Report Task 5— Scannel Properties# 478, LLC Funded Well Abandonment Under Task 4, EKI will plan and oversee abandonment of the three wells associated with the Reiter property( RMW- 1, RMW- 2, and RMW- 3).

Subtask 5. 1— Private Propertv Owner Coordination
Under Subtask 5. 1, EKI will prepare a notification for the private property owner of the requirement to allow City access to properly abandon the three ( 3) monitoring well( s). Current ownership has changed and the access agreement on file is outdated. EKI will attempt to determine landowner contract information based on publicly available data from the City, County and/ or other readily available methods.

The notification letter will provide EKI/ City contact information that includes a phone number and email address to submit questions. To ensure delivery, EKI will send the notification letter via email and/ or accountable mail in which delivery requires a signature and/ or read receipt. EKI will coordinate and secure access agreements for the three wells. EKI will coordinate with the private property owner to obtain access for well abandonment.

Assumptions
In the event that the notification letter cannot be delivered, EKI will work with the City to identify appropriate next steps.
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Deliverables
Well abandonment notification materials for private property owner[ one letter for three wells].

Access agreements for three wells.

Subtask 5. 2 - Preparation, Permittin, and Contracts
Under Subtask 5. 2, EKI will complete the necessary preparations, permitting, and contracting for the abandonment of the monitoring wells. This subtask includes:

Project management such as coordination, subcontracting, planning, and communication between the City, licensed driller, and traffic control specialists.

Update Site Health and Safety Plan.

Obtain three monitoring well destruction permits from the SJC EHD.

Deliverables
Updated Site Health & Safety Plan
Three Well destruction permits
Subtask 5. 3— Mobilization and Well Abandonment
EKI will coordinate with Confluence to mobilize to the site, set up, and begin the abandonment process for the wells. Specifically, under Subtask 5. 3 EKI will:

Mark three wells for Underground Services Alert ( USA) and submit tickets at least 72 hours but no more than two weeks prior to destruction activities.

Schedule well destruction inspections with the SJC EHD and direct driller to perform all sealing operations in the presence of the County inspector, unless directed otherwise by the County.

Oversee well abandonment by a C- 57 licensed driller via pressure grouting ( 3 wells), using methods as described in the approved Workplan.

Assumptions
No wells require traffic control plans nor traffic control during abandonment.

Soil cuttings and groundwater produced during drilling and grouting operations will be spread at the site.

All three wells will have a dirt surface completion.

Subtask 5. 2— Documentation
Under Subtask 5. 4, EKI will prepare and submit three DWR well destruction reports to DWR and prepare documentation for inclusion into the Groundwater Monitoring Well Abandonment Report for submittal to the RWQCB. This report will document the well abandonment activities, discuss any deviations from the approved Workplan, and include copies of the DWR well destruction reports. 223
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Deliverables
Three DWR Well Destruction Reports
Relevant sections of the Groundwater Monitoring Well Abandonment Report

SCHEDULE
Tasks identified above are anticipated to be conducted during the summer and fall of 2023.

Given the uncertainty in landowner responsiveness, private property owner coordination will be initiated immediately upon Notice to Proceed, and transmittal materials are anticipated to be ready for disbursement within 3- weeks. Ongoing coordination with responsive property owners will occur throughout the project duration.

For wells located in the City right- of-way or City parks, abandonment will not occur until encroachment permits and traffic control plans, as required, have been successfully procured.

Subject to C- 57 driller and B. A.T.S. Traffic Solutions availability, well abandonment activities are anticipated to be completed within 10- weeks of procuring all necessary paperwork and permitting. Well abandonment and surface completion construction work is anticipated to take 28 days, assuming adequate site conditions and no access delays. This work assumes two mobilizations per abandonment method, for a total of four well abandonment mobilizations, and two mobilizations for surface completion construction work. Surface completion will occur within 48- hours of well abandonment completion. The estimated days for well abandonment completion may vary depending upon the order of well abandonment, and wells may be re- scheduled between assumed mobilizations depending upon landowner response and coordination.

As- needed City support will last the entire project duration.

The Draft Groundwater Monitoring Well Abandonment Report will be submitted to the City within 30 days of the abandonment completion. The Final Groundwater Monitoring Well Abandonment Report will be completed and submitted to the City 10 days after receiving comments.

COMPENSATION
We propose that compensation for consulting services by EKI be on a time and expense reimbursement basis in accordance with our attached schedule of charges dated 2 January 2022. Based on the SOW described above and the budget in the attached Table 2, per well costs have been calculated and distributed among the funding sources, as shown in Table 3 and Table 1, respectively. The following table provides the total budget by funding source:
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Funding Source Cost Estimate
City 355, 500 1
Richland 27, 700
River Islands/ Califia 73, 400
Saybrook 11, 500
Scannel Properties# 478, LLC 18, 900
TOTAL: 487, 000
Notes:
1) City cost estimate includes Subtask 1. 5 As- needed City Support costs.

TERMS AND CONDITIONS
If this proposal meets with your approval, please provide an Agreement to review and execute.

We are pleased to have the opportunity to continue to work with the City of Lathrop. Please call us at 650) 292- 9100 if you have any questions or wish to discuss this SOW in greater detail.

Very truly yours,
EKI ENVIRONMENT& WATER, INC.
i
t
L r^~ 0. 1't c
John Fio Christina Lucero, P. G.

Principal Hydrogeologist Hydrogeologist
Attachments
Figure 1— Monitoring Well Abandonment Plan
Table 1— Monitoring Wells Identified for Abandonment, Proposed Abandonment Details, and Abandonment Costs
Table 2— Budget Estimate for Proposed Scope of Work
Table 3— Per- Well and Per- Landowner Budget Estimate
EKI Schedule of Charges, dated 2 January 2022
225
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Table 2. Budget Estimate for Proposed Scope of Work
Monitoring Well Network Abandonment
City of Lathrop WDRs No. RS- 2018- 023
EKILabor Expenses TOTAL 1
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185 244 286 296 $
Private Pro ert Owner Coordinatian
Develop Trar smtttallutnterials for 33 we( Is 40 10 9 $ 11, 465 S? t78 ZOS $ 11, 700 Landownercoordtnation f robandonment 26 2 2 $ 6, 116 0 6,z00 DeCermine Unknown Property Owners 24 12 3 $ 8, 586 0 8,600 Access Agreements I2 6 2 $ d,447 Q 4, SQ0
Su total 302 30 0 11 $ 30,700 $ 208 300 $ 31, 000
ell Abandonment
Preparation, Permitting, and Contracts
Project mnnagement 22 32 37 $ z3, 743 SO 23, 800
Traffic control plans for 17 wefl sifes 4 770 $ 4, 250 $ 4, 2 0 $ 5, 100 Encronchment ermits for 20 we tsi, es 4 770 S1?, 400 512, 4Q0 $ 13, 200 Monitoring We( 1 t estructior Persr,irs froni SJC EHD 132 ll 29, 584 $ 14, 218 $ 14, 318 $ 43,800 Site Heatth& Safery Plan 2Q 6 1 $ 5, 940 6, p00 CoordLnnte wi: h Lab 4 Z 51177 1. 3D0 Oversee We/ l Abandonment
Mark USA, naticint and subrrit tickets 40 12 571, 265 $ 1, 320 $ 1, 320 $ 12, 600 CoordinaP wei! destructlon inspeceions 17 6 54,959 S, Of70 7" rpffic corrtrof for 13% iays 0 34, 380 $ 34, 380 $ 34, 400 Well Abandanment( overdrifl} for 6 weN sites( mcb# 1J 41 3 2 2 $ 9, 860 S35, 166 $ 35, 166 $ 45,100 Nlell Abondcnmert( pressure groutJ forZ7 vetl sites( mob k2) 98 4 1 2 5 1, 081 $ 71, b10 $,' 1, 610 $ 9Z, 700 Well Abandonment( verdrill) f; Z; n, ell sit2s(, nov tt3) Ia 3 Z 2 S4, 665 $ 11, 544 $ 11, 54d $ 16, 300 4Ve1! Ab ndonn enc( pressare qFoutJ for3l weli s+tes( rnob ttdj SQ 4 2 2 $ 17, 6I8 $ 53, 212 $ 53, 212 $ 70,900 Surface compfeCion fer 12 we! lsites( 2 mob%lizaticns) 53 2 10, 320 $ 3E 250 $ 36, 250 5 6, 500 Samplinc and loboratory anal sis 8 1, 539 $ z, 333 52, 333 53, 900 Documentation i 1e!! Destrucrion Reports 66 8 14, 728 S14, 800
Prepare 6roundwater Monitoring U/ ell Abandonment Report 3Z 6 6 $ 9, 526 S, Epp Subtotal 633 81 32 52 $ 167 700 276 583 276 600 $ 445 100 As- needed Cit Su ort
Coore; pondnnce with regu( atory ngencies 11 6 1 $ 4, 447 G 4, 50 Foilo v up for non- responsiv U> ell owners 16 8 4 $ 6, 340 0 6, 400 Subtotal 28 14 0 6 $ 10,800 0 0 10,900
TOTAL:
763 125 32 69 $ 209, 200 $ 276, 791 $ 276, 791 $ 487, 000 Notes:
1) Costs have been rounded to the nearest hundred dollars. 2) A communications charge of 4% of labor costs covers e- mail access, web conferencing, cellphone calls, messaging and data access, file sharing, local and long distance telephone calls and conferences, facsimile transmittals, standard delivery U. S. postage, and incidental in- house copying. 3)" Other Direct Costs" includes direct expenses, as listed below, incurred in connection with the work and will be reimbursed at cost for items such as: Orillers and contractors.

Monitoring weli permits issued by San Joaquin County Environmental Health Department.

Rented vehicles, travel, and subsistence.

Field equipment daily rental rate and associated field supplies. 4) Other Direct Costs associated with driller includes prevailing wage rates.

May 2023
C3- 130) Page 1 of 1 EKI Environment& Water, Inc.
228
Table 3. Per- Well and Per- Landower Budget Estimate
Monitoring Well Network Abandonment
City of Lathrop WDRs No. R5- 2018- 023
Well Abandonment Per well cost( 1) Well count
Base fee 5, 160 66
Special circumstances:

Encroachment permit 660 2p
Traffic control z 320 17
Drum sampling 190 zg
Surface completion 3, ggp 1z
Landowner Coordination Per landowner cost( 1) Landowner count Base fee 1, 190 15
Special circumstances:

Unknown owner 1, 080 g
Access agreement 1, 130 4
Notes:

1. Costs have been rounded to the nearest ten dollars.

May 2023
C3- 130) Page 1 of 1 EKI Environment& Water, Inc.
229
ClienUAddress: City of Lathrop
390 Towne Centre Drive eki
environment
Lathrop, CA 95330 water
Proposal/ Agreement Date: 5 May 2023 EKI Proposal/ Project# C3- 130 SCHEDULE OF CHARGES FOR EKI ENVIRONMENT& WATER, INC. 2 January 2022 Personnel Classification Hourlv Rate
Officer and Chief Engineer- Scientist 307
Principal Engineer- Scientist 296
Supervising I, Engineer- Scientist 286
Supervising II, Engineer- Scientist 276
Senior I, Engineer- Scientist 265
Senior II, Engineer- Scientist 255
Associate I, Engineer- Scientist 244
Associate II, Engineer- Scientist 230
Engineer- Scientist, Grade 1 214
Engineer- Scientist, Grade 2 202
Engineer- Scientist, Grade 3 185
Engineer- Scientist, Grade 4 165
Engineer- Scientist, Grade 5 145
Engineer- Scientist, Grade 6 128
Project Assistant 130
Technician 116
Senior GIS/ Database Analyst 150
CADD Operator/ GIS Analyst 133
Senior Administrative Assistant 147
Administrative Assistant 115
Secretary 96
Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work will be at cost for items such as:
a. Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work. b. Consultants, soils engineers, surveyors, drillers, laboratories, and contractors. c. Rented vehicles, local public transportation and taxis, travel, and subsistence. d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for company-owned automobiles, except trucks and four-wheel drive vehicles, used in connection with the work will be at the rate of sixty cents ($ 0. 60) per mile. The rate for company- owned trucks and four-wheel drive vehicles will be seventy- five cents($ 0. 75) per mile. There will be an additional charge of thirty dollars($ 30. 00) per day for vehicles used for field work. Reimbursement for use of personal vehicles will be at the federally ailowed rate plus fifteen percent( 15%).

CADD Computer time will be charged at twenty dollars($ 20. 00) per hour. In- house material and equipment charges will be in accordance with the current rate schedule or special quotation. Excise taxes, if any, will be added as a direct expense.

Rate for professional staff for legal proceedings or as expert witnesses will be at a rate of one and one- half times the Hourly Rates specified above.

The foregoing Schedule of Charges is incorporated into the Agreement for the Services of EKI Environment& Water, Inc. and may be updated annually.
230
ITEM 4. 10

CITY MANAGER' S REPORT
JULY 10, 2023 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE WASTEWATER TREATMENT

CAPACITY TRANSFER FROM SOUTH LATHROP
LAND, LLC TO D. R. HORTON, INC. THROUGH

TH E CITY
RECOMMENDATION: Adopt Resolution Approving the Transfer of Wastewater Treatment Capacity in the
Consolidated Treatment Facility from South
Lathrop Land, LLC to D. R. Horton, Inc. through
the City and an Associated Transfer Agreement
SUMMARY:

On October 10, 2022, City Council approved Vesting Tentative Map 22- 100 for 95 medium- density residential lots in the Mossdale Landing South Specific Plan Project") with associated Conditions of Approval. D. R. Horton, Inc. (" DR Horton"), the developer for the Project, is required to secure sufficient wastewater capacity prior to the approval of a final map to satisfy the Conditions of Approval. South Lathrop Land, LLC (" SLL") has unused wastewater capacity and has agreed to sell it to DR Horton with the City acting in its capacity as the intermediary for the transfer.

Staff recommends Council approve the requested transfer of wastewater treatment capacity and authorize the City Manager to execute the Wastewater Treatment Capacity Transfer Agreement (" Transfer Agreement").

BACKGROUND:

In November 2016, the City and several developers entered into a Design and Construction Funding Agreement Related to the Phase 2 Expansion of Existing Lathrop Consolidated Treatment Facility (" CTF 2 Agreement", Exhibit A of Attachment B). The CTF 2 Agreement assigned sewer allocation in two categories, Initial Capacity and Reserve Capacity, with use of the Initial Capacity being immediately available and the Reserve Capacity being subject to demonstration of need.

On November 21, 2016, Richland Developers, Inc. ( Richland") entered into the CTF 2 Agreement, whereby the City allocated 114, 000 gallons per day (" gpd") in Initial Wastewater Treatment Capacity, and 41, 455 gpd of Reserve Wastewater Treatment Capacity to Richland. On May 12, 2018, the capacity was transferred to SLL based on SLL' s acquisition of the South Lathrop Commerce Center Property from Richland, and Richland' s transfer of their rights to the CTF as documented in the transfer of the Funding Agreement between SLL and Richland (" Funding Agreement"), as adopted by the City Ordinance No. 18- 390.
231
CITY MANAGER' S REPORT PAGE 2
ULY 10, 2023 CITY COUNCIL REGULAR MEETING

APPROVE WASTEWATER TREATMENT CAPACITY TRANSFER FROM SLL, LLC TO D. R. HORTON, INC. THROUGH THE CITY
On October 10, 2022 City Council approved a Vesting Tentative Map 22- 100 for 95 medium- density residential lots in the Project and the associated Conditions of Approval which require the developer, DR Horton, to secure sufficient wastewater capacity prior to approval of a final map. DR Horton anticipates presenting a final map for City Council approval in August 2023 and is required to secure 17, 100 gpd of wastewater capacity for the Project.

The purchase price has been established by the City in accordance with the Funding Agreement as $ 29. 98/ gpd, and so the purchase price for a total of 17, 100 gpd is agreed by DR Horton to equal $ 512, 658. DR Horton is required to allocate the wastewater capacity to a project by processing a final map within one year of the approval of the Transfer Agreement or sell the capacity back to the City at the original price of $ 29. 98/ gpd.

The Public Works Director has confirmed that the requested transfer is consistent with the City' s General Plan, Sewer Master Plan, and Zoning Ordinance. The Public Works Director and the City Engineer recommend City Council approve the application for sewer transfer and authorize the City Manager to execute the Transfer Agreement.

REASON FOR RECOMMENDATION:

The Public Works Director has confirmed that the requested Transfer Agreement is consistent with the City' s General Plan, Sewer Master Plan and Zoning Ordinance.

The Public Works Director and the City Engineer recommend City Council approve the sewer transfer and authorize the City Manager to execute the Transfer Agreement, approved as to form by the City Attorney, with the applicant. In accordance with the Transfer Agreement, DR Horton shall make payment in full within ten ( 10) days after the date when the City Council approves the Final Map. At the time of receipt of payment, City will transfer the treatment capacity to DR Horton and the funds to SLL.

FISCAL IMPACT:

No fiscal impacts are associated with this action.

ATTACH M ENTS:

A. Resolution Approving the Transfer of Wastewater Treatment Capacity in the Consolidated Treatment Facility from South Lathrop Land LLC, to D. R. Horton Inc., through the City and an Associated Transfer Agreement B. Wastewater Treatment Capacity Transfer Agreement from SLL to the City and from City to DR Horton
232
CITY MANAGER' S REPORT PAGE 3
7ULY 10, 2023 CITY COUNCIL REGULAR MEETING

APPROVE WASTEWATER TREATMENT CAPACITY TRANSFER FROM SLL, LLC TO D. R. HORTON, INC. THROUGH THE CITY

APPROVALS
3 Brad ylor Date
City Engineer
fe c o Z+ fZoZ3
Cari James Date
Finance Director
6/ 28 Ze 23
Mich I King Date
Assistant City Manager
Z- 4s- t.0 Z.

Salvador Navarrete Date
City Attorney
7'S•7i
Stephen J. Salvatore Date
City Manager
233
RESOLUTION NO. 23-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP

APPROVING THE TRANSFER OF WASTEWATER TREATMENT CAPACITY IN

THE CONSOLIDATED TREATMENT FACILITY FROM SOUTH LATHROP LAND, LLC TO D. R. HORTON, INC. THROUGH THE CITY AND AN ASSOCIATED

TRANSFER AGREEMENT
WHEREAS, on November 21, 2016, the City and several developers entered into a Design and Construction Funding Agreement Related to the Phase 2 Expansion of Existing Lathrop Consolidated Treatment Facility ( CTF 2 Agreement"); and WHEREAS, the CTF 2 Agreement assigned sewer allocation in two categories, Initial Capacity and Reserve Capacity, with use of the Initial Capacity being immediately available and use of the Reserve Capacity being subject to demonstration of need; and
WHEREAS, Richland Developers, Inc. (" Richland") was one of the developers that entered into the CTF 2 Agreement, whereby the City allocated 114, 000 gallons per day (" gpd") in initial wastewater treatment capacity, and 41, 455 gpd of reserve wastewater treatment capacity to Richland; and
WHEREAS, on May 12, 2018, the capacity was transferred to South Lathrop Land, LLC ( SLL") based on SLL' s acquisition of the South Lathrop Commerce Center Property from Richland, and Richland' s transfer of their rights to the CTF as documented in the transfer of the Funding Agreement between SLL and Richland Funding Agreement"), as adopted by the City Ordinance No. 18- 390; and WHEREAS, on October 10, 2022 City Council approved a Vesting Tentative Map 22- 100 for 95 medium density residential lots in the Mossdale Landing South Specific Plan (" Project") and the associated Conditions of Approval require the developer, D. R. Horton, Inc. (" DR Horton"), to secure sufFicient wastewater capacity prior to approval of a final map. DR Horton anticipates presenting a final map for City Council approval in August 2023 and is required to secure 17, 100 gpd of wastewater capacity for the Project; and
WHEREAS, the purchase price has been established by the City in accordance with the Funding Agreement as $ 29. 98/ gpd, and so the purchase price for a total of 17, 100 gpd is agreed by DR Horton to equal $ 512, 658; and WHEREAS, DR Horton is required to allocate the wastewater capacity to a project by processing a final map within one year of the approval of the Wastewater Treatment Capacity Transfer Agreement (" Transfer Agreement") or sell the capacity back to the City at the original price of $ 29. 98/ gpd; and 234
WHEREAS, the Public Works Director has confirmed that the requested transfer is consistent with the City' s General Plan, Sewer Master Plan, and Zoning Ordinance, and the Public Works Director and the City Engineer recommend City Council approve the application for sewer transfer and authorize the City Manager to execute the Transfer Agreement; and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the transfer from South Lathrop Land, LLC ( SLL) to the City and the City' s transfer to D. R. Horton, Inc. of 17, 100 gpd in Wastewater Treatment Capacity in the Consolidated Treatment Facility, pursuant to the terms of the Transfer Agreement; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve the Transfer Agreement and authorize the City Manager to sign documents necessary to implement the terms of the same to document the transfer from SLL to the City of 17, 100 gpd in Wastewater Treatment Capacity in the Consolidated Treatment Facility the immediate transfer of the same capacity from the City to DR Horton.
235
PASSED AND ADOPTED by the City Council of the City of Lathrop this lOtn day of) uly 2023, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas Salvador Navarrete
City Clerk City Attorney
236

ATTACHMENT
H

RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:

CITY OF LATHROP
ATTN: CITY CLERK
390 TOWNE CENTRE DRIVE
LATHROP, CA 95330
No Fee Document
Space above this line reserved for recorder' s use
APN' s:
241- 030- 18, 19, 20, 21, 22, 23, 45, 46, 47, 48

WASTEWATER TREATMENT CAPACITY

TRANSFER AGREEMENT
THIS WASTEWATER TREATMENT CAPACITY TRANSFER AGREEMENT ( the Agreement"), is made this day of 2023 (" Effective Date"), by and between South Lathrop Land, LLC a Delaware limited liability company, TriPoint Building 3, LLC, a Delaware limited liability company, TriPoint Building 5, LLC, a Delaware limited liability company, TriPoint Building 6, LLC, a Delaware limited liability company, TriPoint Building 7, LLC, a Delaware limited liability company, collectively hereinafter referred to as "SLL", D. R. Horton Bay, Inc., a Delaware corporation, hereinafter referred to as " DR Horton" and the City of Lathrop, a municipal corporation in the State of California, hereinafter referred to as " City". Hereinafter all parties may be referred to collectively as " Parties" or individually as a " Party".

RECITALS
WHEREAS, SLL owns the South Lathrop Commerce Center (SLCC) parcels designated with APNs 241- 030- 18, 19, 20, 21, 22, 23, 45, 46, 47, and 48 in the City of Lathrop, California, SLCC Property") where it is the developer of industrial and commercial properties pursuant to the South Lathrop Specific Plan (" SLL Project"); and
WHEREAS, on November 21, 2016, Richland Developers, Inc. entered into the Design and Construction Funding Agreement Related to the Phase 2 Expansion of the Existing Lathrop Consolidated Treatment Facility with the City ("CTF 2 Agreement") attached hereto as Exhibit A.

The CTF 2 Agreement states that the City allocated 114, 000 gallons per day (" gpd") in Initial Wastewater Treatment Capacity, and 41, 455 gpd of Reserve Wastewater Treatment Capacity to Richland Developers, Inc; and
WHEREAS, SLL acquired the SLCC Project from Richland Developers, Inc., and Richland Developers, Inc.' s transfer of all of their rights to the Phase 2 Expansion of the Existing Lathrop Consolidated Treatment Facility as documented in the Transfer Agreement Relating to Design and Construction Funding Agreement For The Phase 2 Expansion of the Lathrop Consolidated Treatment Facility between SLL and Richland Developers Inc. as adopted by the City Ordinance No. 18- 390 and as approved by the City and recorded by the San Joaquin County Recorder' s Office as Doc# 2018- 047863 on May 1, 2018, attached hereto as Exhibit B ( Funding Agreement). 237
SLL became and now is the successor in interest to all of Richland Developers, Inc.' s rights contained within the CTF 2 Agreement; and
WHEREAS, on September 14, 2020, 41, 455 gpd of Reserve Wastewater Treatment Capacity was transferred from SLL to Saybrook CLSP, LLC with the Reserve Wastewater Treatment Capacity Transfer Agreement recorded by the San Joaquin County Recorder' s Office as Doc # 2020- 126204; and
WHEREAS, on October 10, 2022 City Council approved a Vesting Tentative Map 22- 100 to create 95 medium density residential lots in the Mossdale Landing South Specific Plan Project") and the associated Conditions of Approval required the developer, DR Horton, to secure sufficient wastewater capacity prior to approval of a final map. DR Horton anticipates presenting a final map for the Project (" Final Map") for City Council approval in August 2023 and is required to secure 17, 100 gpd of wastewater capacity for the Project; and WHEREAS, the purchase price has been established by the City in accordance with the Funding Agreement as $29. 98/ gpd, and so the purchase price for a total of 17, 100 gpd is agreed by DR Horton to equal $ 512, 658; and
WHEREAS, SLL recognizes the benefits to its own project and to the long term development goals of City for SLL to support the DR Horton Project and therefore wishes to transfer to DR Horton, and DR Horton wishes to accept, 17, 100 gpd of Wastewater Treatment Capacity previously allocated to SLL under the CTF 2 Agreement; and WHEREAS, the Public Works Director has confirmed that the requested transfer is consistent with the City' s General Plan, Sewer Master Plan, and Zoning Ordinance, and the Public Works Director and the City Engineer recommend City Council approve the application for sewer transfer and authorize the City Manager to execute this Agreement, approved by the City Attorney, with the applicant; and
WHEREAS, consistent with Schedule 3 of the CTF 2 Agreement, SLL has filed an application with the City to effectuate the transfer contemplated in this Agreement, and that application took the form of this Agreement. This Agreement, which shall be approved as to form by the City Attorney, constitutes the agreement required by the City pursuant to Schedule 3 of the CTF 2 Agreement. Schedule 3 of the CTF 2 Agreement is attached hereto in Exhibit A.

NOW TNEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Allocation of Wastewater Treatment Capacitv. SLL agrees to transfer to the City 17, 100 gpd of Wastewater Treatment Capacity previously allocated to SLL in the CTF 2 Agreement and reflected on Exhibit C to the City within ten ( 10) business days after the City Council approval of this transfer and Agreement. This will leave SLL with 96, 900 gpd of Wastewater Treatment Capacity. The Wastewater Treatment Capacity transferred as part of this Agreement shall be allocated first to City for transfer to DR Horton once the requirements of this Agreement are satisfied. If DR Horton does not fund and proceed with this transfer, the City agrees to return the Wastewater Treatment Capacity to SLL.

2. Pavment for Allocation of Wastewater Treatment Capacitv. tn exchange for SLL' s transfer of Wastewater Treatment Capacity pursuant to this Agreement to the City, DR Horton agrees to pay to City $ 512, 658, or $ 29. 98 for each gpd of Wastewater Treatment Capacity transferred pursuant to this Agreement. Payment shall be made in full prior to the recordation of 238
the first Final Map for the DR Horton Project. At the time of receipt of payment from DR Horton, City will transfer the 17, 100 gpd of Wastewater Treatment Capacity to DR Horton and the funds to SLL. Upon transfer, DR Horton shall have full ownership and use of 17, 100 gpd of SLL' s Wastewater Treatment Capacity.

3. Aqreement Continqent on Citv' s Approval of Transfer of Wastewater Treatment Capacitv and Final Map. The obligations in this Agreement are contingent on the City Council' s approval of ( a) the transfer and this Agreement pursuant to the procedure outlined in Schedule 3 of the CTF 2 Agreement and ( b) the Final Map for the DR Horton Project. In the event that the Lathrop City Council denies the transfer and this Agreement or the Final Map for the DR Horton Project, SLL shall have no further obligation to transfer Wastewater Treatment Capacity to DR Horton under this Agreement, and the Agreement shall have no further binding effect on the Parties. The City also confirms that SLL and DR Horton has fulfilled all of their obligations under the CTF 2 Agreement, no amounts are owed, and no event of default exists.

4. DR Horton' s Obliqation to Obtain Proiect Approvals Within One Year of Citv Approval of Wastewater Treatment Capacitv Allocation. Consistent with the requirements in Schedule 3 of the CTF 2 Agreement, DR Horton shall obtain City approval of the Final Map for the DR Horton Project within one year from the City' s approval of the transfer and Agreement.

Unless the City Council approves an alternative time limit, if DR Horton fails to obtain said approval of the Final Map within the timeframe in this paragraph, this Agreement shall be void and the 17, 100 gpd of Wastewater Treatment Capacity will be returned to SLL by the City.

5. Mutual Hold Harmless / Indemnification. Each Party shall hold each other Party harmless, and defend, and indemnify each other Party, its officers, employees, consultants, and agents from and against any and all claims, suits, causes of action, or other proceedings for damages, injuries, losses, costs ( including attorneys' fees and costs of suit or other dispute resolution processes), or any other liability arising out of, the performance, or failure to perform, any of the duties and obligations set forth in this Agreement. The duty to defend shall include provision for all costs and fees, including attorneys' fees, associated with such defense.

6. No Partnership. It is not the purpose or the intention of this Agreement to create, and this Agreement shall not create, a joint venture, partnership, or other relationship whereby either Party would be liable for the omissions, commissions, or performance of the other Party.

7. Further Assurance. The Parties shall execute and deliver such further instruments and do further acts and things as may be required to carry out the intent and purposes of this Agreement as may be reasonably requested by any Party.

8. Force Maieure. With respect to the matters contemplated by this Agreement, no Party shall be liable or responsible to the other as a result of any injury to property or as a result of inability to provide capacity, which was caused by any Force Majeure event.

9. Governinq Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

10. Assiqnment. No Party may assign its rights under this Agreement to any person, entity, or governmental or quasi-governmental body without the prior written consent of the other Parties.

11. Entire Apreement / Amendment. This Agreement including the recitals, which are incorporated by this reference, contains the entire Agreement between the Parties regarding the 239
Wastewater Transfer between the Parties. No change or modification of this Agreement shall be valid unless the same is an amendment, in writing, signed by both Parties.

12. Recordation of Aqreement. Consistent with the requirements of Schedule 3 of the CTF 2 Agreement, City shall cause this fully executed Agreement to be recorded in the San Joaquin County Recorder' s Office within thirty ( 30) days after the City Council approves the transfer and this Agreement.

13. Exhibits. The Exhibits referenced and included in the Agreement are as follows:

Exhibit A: Design and Construction Funding Agreement Related to the Phase 2 Expansion of the Existing Lathrop Consolidated Treatment Facility with the City (" CTF 2 Agreement"), dated November 21, 2016
Exhibit B: Transfer Agreement Relating to Design and Construction Funding Agreement For The Phase 2 Expansion of the Lathrop Consolidated Treatment Facility between SLL and Richland Developers Inc. as adopted by the City Ordinance No. 18- 390 and as approved by the City and recorded ( Doc# 2018- 047863), recorded May 1, 2018 Exhibit C: Reallocation form to reflect the Reallocation of Wastewater Treatment Capacity from SLL to the City.

Exhibit D: Reallocation form to reflect the transfer of the Wastewater Treatment Capacity from the City to DR Horton.

IN WITNESS WEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the Effective Date above.

Signatures on Next Page]
240
South Lathrop Land, L.L.C.,
a Delaware limited liability company
By: CHI West 109 South Lathrop Land, L.P.,
a Delaware limited partnership,
its managing member
By: CHI LTH GP, L. L. C.,
a Delaware limited liability company,
its general partner
By:

Philip J. Prassas
Vice President
TriPoint Building 3, L. L. C.,
a Delaware limited liability company
By: TriPoint Phase I Venture, L. L. C.,
a Delaware limited liability company,
its sole member
By: CHI West 114 TriPoint Phase I, L. L. C.,
a Delaware limited liability company,
its managing member
By: CHI West 109 South Lathrop Land, L. P.,
a Delaware limited partnership,
its sole member
By: CHI LTH GP, L. L. C.,
a Delaware limited liability company,
its general partner
By:

Philip J. Prassas
Vice President
241
TriPoint Building 5, L. L. C.,
a Delaware limited liability company
By: TriPoint Phase I Venture, L. L. C.,
a Delaware limited liability company,
its sole member
By: CHI West 114 TriPoint Phase I, L. L. C.,
a Delaware limited liability company,
its managing member
By: CHI West 109 South Lathrop Land, L. P.,
a Delaware limited partnership,
its sole member
By: CHI LTH GP, L. L. C.,
a Delaware limited liability company,
its general partner
By:

Philip J. Prassas
Vice President
TriPoint Building 6, L. L. C.,
a Delaware limited liability company
By: TriPoint Phase I Venture, L. L. C.,
a Delaware limited liability company,
its sole member
By: CHI West 114 TriPoint Phase I, L. L.C.,
a Delaware limited liability company,
its managing member
By: CHI West 109 South Lathrop Land, L. P.,
a Delaware limited partnership,
its sole member
By: CHI LTH GP, L. L. C.,
a Delaware limited liability company,
its general partner
By:

Philip J. Prassas
Vice President
242
TriPoint Building 7, L. L. C.,
a Delaware limited liability company
By: TriPoint Phase I Venture, L. L. C.,
a Delaware limited liability company,
its sole member
By: CHI West 114 TriPoint Phase I, L. L. C.,
a Delaware limited liability company,
its managing member
By: CHI West 109 South Lathrop Land, L. P.,
a Delaware limited partnership,
its sole member
By: CHI LTH GP, L. L. C.,
a Delaware limited liability company,
its general partner
By:

Philip J. Prassas
Vice President
243
OWNER:

D. R. Horton Bay, Inc.
a Delaware corporation
By:

Chris Zaballos, Vice President
244
CITY:

CITY OF LATHROP, a
Municipal Corporation of the
State of California
By: Stephen J. Salvatore
Its: City Manager
ATTEST:

City Clerk of and for the City
By: Teresa Vargas
Its: City Clerk

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

By: Salvador Navarrete
Its: City Attorney
245
E WIBIT', g,_..

DESIGN AND CONSTRUCTION FUNDING AGREEMENT
RELATED TO THE PHASE 2 EXPANSION OF THE EXISTING LATHROP CONSOLIDATED TREATMENT FACILITY (" LCTF")
This Design and Construction Funding Agreement ( the " Aqreement") is made and entered into as of November , 2016 (" Effective Date"), by and between the CITY OF LATHROP, a municipal corporation (" CITY"), RIVER ISLANDS DEVELOPMENT, LLC, a California limited liability company (" RID"), RICHLAND DEVELOPERS, INC., a Delaware corporation ("RDI"), SAYBROOK CLSP, LLC, a Califomia limited liability company(" Savbrook"), and LATHROP MOSSDALE INVESTORS, LP, a Califomia limited partnership (" LMI")( excluding CITY, collectively, " DEVELOPERS"). DEVELOPERS and CITY are referred to herein, individually as" pa' and collectively as the " a
rties."

RECITALS
A. The CITY currently operates the existing LCTF with a flow capacity of 1. 0 million gallons per day, or" MGD" in accordance with Waste Discharge Requirements R5- 2016- 0028 approved by the Central Valley Regional Water Quality Control Boa d ( the" ReQional Board") on April 21, 2016 ( the " VUDRs"). Pursuant to the WDRs, the CITY may add new sprayfields and construct additional recycled water storage ponds in accordance with the requirements of the WDRs with approval of the technical reports submitted to the Executive Officer. The CITY also adopted a CEQA Addenda for the incremental increase of up to 3.0 MGD in treatment capacity, raising the total anticipated treatment capacity to approximately 9. 1 MGD. Minor revisions to the WDRs regarding new state water quali#y standards and a new minimum increment for expansion of disposal areas required for the LCTF are expected to be considered by the Regional Board in fall, 2017. New CEQA reyiew is not expected to be required for the revised WDRs.

B. The parties desire to expand the existing LCTF to process up to 2. 5 MGD of treatment capacity by adding a total of 1. 5 MGD to the existing LCTF (the" Phase 2 Exuansion").

C. CITY and DEVELOPERS are parties to a series of sewer funding agreements relating to the Phase 2 Expansion ( coAectively the " Fundinu Aareements"). The Funding Agreements are listed in Schedule 1 attached hereto. To the extent of any conflicts between the Funding Agreements and this Agreement, this Agreement shall control and supersede any such conflicting terms.

D. During the pre- design and design process for the Phase 2 Expansion, additional developers ( listed in Schedule 2 attached) participated in and funded the Phase 2 Expansion.

Following the pre- design process, the additiona! developers withdrew(" Withdrawn Developers") from the Phase2 Expansion. CITY reimbursed (or will reimburse) the Withdrawn Developers for costs they had expended. Accordingly, and once reimbursed, the Withdrawn Developers have no right under this Agreement to receive a ` vill serve" from CITY with respect to any capacity in the Phase 2 Expansion.

E. The parties desire to execute this Agreement to set forth their definitive understanding with respect to the funding of pre- design, design, permitting, programming, construction costs and standby charges, including all outside consultant costs and CITY staff costs relating to, and allocations of capacity in the Phase 2 Expansion as more particularly set forth herein.

NOW THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable considerafion, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 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. i
246

2. Overall Cost: Phase 2 Expansion.
a. Based upon bids received by the CITY and CITY'S calculation of other costs such as permitting and CITY staff charges, the total estimated cost of the Phase 2 Expansion is 26, 374,212 ( the " Expansion Costs"). The parties acknowledge that the estimated Expansion Costs include a 10% contingency( the" Continaenc'), which the parties expressly approve. Of the total estimated Expansion Costs, DEVELOPERS have funded $ 2, 914, 647 pursuant to the Funding Agreements ( the " Funded Expansion Costs"), which amount is net of any amounts reimbursed or to be reimbursed to Withdrawn Developers by CITY. Section 6.a. and Exhibit A illustrate each DEVELOPER'S share of Funded Expansion Costs paid to date, Unfunded Expansion Costs (defined in Section 6.a) and timing of payment. b. Upon receipt of the Unfunded Expansion Costs, the CITY shall use commercially reasonable efforts to complete the Phase 2 Expansion in an timely manner, subject to force majeure delays, including without limitation obtaining all applicable permits and approvals necessary to proceed with the Phase 2 Expansion incluciing an updated WDR to clarify minimum increments for additional storage capacity and address new state water quality standards, as well as the requisite administrative design and pond approvals for the Phase 2 xpansion. Newly proposed spra eld areas and recycled water storage ponds for use in disposal of treated . wastewater from the LCTF inay require environmental review under CEQA.

3. Initial Capacitv Allocations. Subject to the DEVELOPERS' compliance with the terms of this Agreement, CITY will provide DEVELOPERS with initial capacity allocations in the Phase 2 Expansion as set forth in Exhibit B- 1 ( the" Initial Caaacitv Allocations").

4. Restrictions on Reliance or Use of Sewer Allocation bv DEVELOPERS• Other Restrictions. Notwithstanding anything to the contrary contained herein, the following shall apply to restrict DEVELOPERS' re[iance upon or use of its Sewer Allocation ( defined below):
a. No DEVELOPER shall" rel ( defined below) upon its Initial Capacity Allocation or Reserved Capacity Allocation ( defined in Section 7.a) ( collectively, the " Sewer Allocation") unless and until such DEVELOPER has ( i) obtained fee title to land for all ponds, spra elds and related infrastructure ( or other alternative methods of disposal approved by the CITY and the Regional Board) necessary to use such capacity ( collectively, the " Disposal Infrastructure"), ii) provided CITY with secured funding for construction of Disposal Infrastructure in the form of designated cash on deposit with CITY, security bond, letter of credit, or specifically designated Land Based Financing ( defined below) containing a disbursal mechanism in favor of, and as approved by, CITY, ( iii) offered the Disposal Infrastructure to CITY for dedication ( with conditional right of reversion) and ( iv) secured administrative design approval from the CITY and Regional Board for the design of Disposal Infrastructure ( with items ( i) through ( iv) referred to herein, collectively, as the " Reliance Reauirements"). As used herein, " rel shall mean the ability to rely upon the availability of such capacity for CITY approval of final maps. b. No DEVELOPER shall be entitled to use its Sewer Allocation ( e.g. for CITY approval of building permits) unless and until such DEVELOPER has (i) completed construction of the Disposal Infrastructure, ( ii) issued to CITY as- built drawings documenting the completed Disposal Infrastructure and (iii) incorporated the Disposal Infrastructure into the City's Wastewater Discharge Permit by obtaining Regional Board approval of (Y) a completion report for added storage and disposal and ( Z) an increase in disposal capacity for CITY'S combined treatment facility( collectively, "Use Reauirements").
c. Notwithstanding anything to the contra.ry set forfh in this Agreement, DEVELOPER compliance with any provisions herein regarding Disposal Infrastructure is subject to the terms of any DEVELOPER' S Development Agreement with CITY, the terms of which Development Agreement(s) shall control with respect to compliance with Disposal infrastructure. 2 247
d. The terms of this Agreement and any transfer of Sewer Allocations to DEVELOPERS or third parties under this Agreement are exempt from the City' s Wastewater Treatment Capacity Policy approved by the City Council on May 4, 2015 by Resolution No. 15- 3913 ( the " Transfer Policw'); provided, however, that no transfer to a DEVELOPER or a third party shall be effective unless and until such DEVELOPER or third party has provided to CITY the information required in Schedule 3 attached hereto (" Transfer Information") for CITY approval, which shall not be unreasonably withheld, conditioned or delayed. e. Notwithsfanding anything to the contrary contained herein, including without limitation the provisions of Sections 7 and 9, no DEVELOPER'S Sewer Allocation may be taken away from such DEVELOPER if such DEVELOPER has satisfied all Reliance Requirements for its Sewer Allocation.
f. DEVELOPERS acknowledge and understand that DEVELOPERS cannot use their Sewer Capacity until ( i) final completion and CITY acceptance of.the Phase 2 Expansion and ii) final signoff of the completed Phase 2 Expansion by the Regional Board.

5. Standby Charges.
a. CITY shall provide notice to all DEVELOPERS when CITY begins receiving invoices from Veolia Water West Operating Services, Inc. ("Veolia") for maintenance of the Phase 2 Expansion ( the " Standbv Charqe Notification"). DEVELOPERS' obligation to pay Standby Charges commences upon receipt of the Standby Charge Notification ( the " Standbv TriaaerDate"). The Standby Charge Notification shall include an invoice detailing the Standby Charges that are due from each DEVELOPER. The CITY shall calculate the annual charge pe gallon of capacity in accordance with Exhibit B- 2, which charge will escalate annually at the same rate set forth in the CITY'S separate written agreement with Veolia, which escalation shall not exceed the Consumer Price Index for all urban consumers for the Los Angeles Standard Metropolitan Statistical Area as published by the Bureau of Labor Statistics of the U. S. Department of Labor the" Escalation"), unless otherwise agreed by the parties, in writing. b. DEVELOPERS shall pay the applicable Standby Charges not later than thirty( 30) days after receipt of the Standby Charge Notification. CITY shall provide annual Standby Charge Notifications to each DEVELOPER for future Standby Charges by July 31 S of each year. Annual standby charges are due thirty (30) days after receipt of invoice. Notwithstanding the foregoing, and except with respect to charges by Veolia that have been incorporated into the construction budget for the Phase 2 Expansion, in no event shall DEVELOPERS be responsible for Standby Charges unless the Completion Requirements ( defined in Section 6( c)) have been satisfied. c. DEVELOPERS are responsible for paying Standby Charges for each DEVELOPER'S Sewer Allocation as illustrated in Exhibit B-2 ( including the Escalation, the Standbv Charqes"). The Standby Charges include overcharges due to the higher operational costs associated with a wastewater treatment plant that is larger than currently needed(" Standbv Overcharaes"), also as illustrated in Exhibit B- 2.
d. The pa ties acknowledge that DEVELOPERS' obligation to pay Standby Charges shall terminate as sewer capacity in the Phase 2 Expansion is used. On or about May 1 St of year, the CIT1' shall check the termination date for Standby Charges in the following manner:
i. CITY shall determine the total number of gallons of sewer capacity assigned to rate payers. Solely for purposes of determining the termination date for Standby Charges, each EDU ( equivalent dwelling unit) shall be considered to be assigned 260 gallons per day ("g d") of capacity ( the " Used Sewer Capacitv"). CITY shall provide a copy of the CITY' S Used Sewer Capacity determination within thirty( 30) days after CITY finalizes the determination. ii. If CITY determines through its calculation in subsection ( i) above that the tota! gallons of Used Sewer Capacity has met or exceeded the "Threshold of Flow From New 3 248
Users at Which Standby Charge is No Longer Needed" as shown on Exhibit B- 2, DEVELOPERS' obligation to pay Standby Charges shall terminate and no additional Standby Charges shall be due for any subsequent year. CITY shall provide written notice to DEVELOPERS at the time that DEVELOPERS' obligation to pay Standby Charges ceases.
iii. Subject to the foregoing provisions regarding termination of the obligation to pay Standby Charges, DEVELOPERS shall remain responsible for Standby Charges for any Sewer Allocation applicable to such DEVELOPERS unless and until a DEVELOPER transfers all or a portion of its Allocation with the corresponding obligation to pay Standby Charges, and such transfer has been accepted by CITY in accordance with the provisions of Section 4.d. e. Subject to the provisions of Section 4.f., so long as DEVELOPERS have satisfied Use Requirements for their Sewer Allocation, DEVELOPERS may commence using their Sewer Allocation from and after the Standby Trigger Date.

6. Developer Funding of Phase 2 Expansion.
a. Funded and Unfunded Expansion Costs. Each DEVELOPER'S proportional share of Funded Expansion Costs paid to date and the portion of Expansion Costs that has not yet been funded (" Unfunded Expansion Costs") are set forth in Exhibit A based upon the percentages set forth therein. Except as set forth below, each DEVELOPER shall pay its applicable share of Unfunded Expansion Costs on the Effective Date. Notwithstanding the foregoing, the parties acknowledge that LMI is owed Oversizing Reimbursements (defined in Section 8(c)) that exceed LMI' s portion of Unfunded Expansion Costs( the" LMI Share"). As a result, (i) LMI is not obligated to pay the LMI Share on the Effective Date, and ( ii) CITY shall reduce the Oversizing Reimbursements that are due LMI by the amount of the LMI Share when CITY pays Oversizing Reimbursements to applicable DEVELOPERS under Section 8. b. Use of Continaency; Cost Overruns.
i. Subject to the terms below, the parties agree that the CITY may use the Contingency for any cost overruns for the Phase 2 Expansion without obtaining the prior approval of DEVELOPERS. Notwithstanding the. foregoing, during construction, CITY shall provide DEVELOPERS with written monthly construction updates (" Construction Updates"), which Construction Updates shall incfude an updated completion schedule, a listing of costs incurred to date based upon invoices received by the end of the previous month, copies of all changes orders executed during the applicable month and notification of any pending or anticipated change orders, and other information as reasonably requested by DEVELOPERS. CITY shall endeavor to provide the Construction Updates to DEVELOPERS not later than the 215 of each month, for work completed during the previous month.
ii. If CITY exhausts the Contingency and CITY reasonably believes that it must incur costs in excess of the Contingency to complete the Phase 2 Expansion (" Excess Costs"), CITY shall promptly notify DEVELOPERS of such Excess Costs from time to time, as needed. Subject to Section 6. b. iii, CITY must obtain DEVELOPERS' prior written approval prior to incumng the Excess Costs, which shall be provided, if at all, not later than ten ( 10) business days after receipt of CITY'S notice of Excess Costs together with appropriate backup documentation.
iii. Notwithstanding the foregoing, if CiTY and RID agree to the Excess Costs, A) CITY shall notify all DEVELOPERS of such agreement (" Notice of Aaproval of Excess Costs"),( B) CITY may proceed with the work, and( C) all DEVELOPERS shall pay their respective share of the Excess Costs within ten ( 10) business days after receipt of the Notice of Approval of Excess Costs.
iv. If any DEVELOPER fails to contribute its share of Excess Costs within ten 10) business days after receipt of the Notice of Approval of Excess Costs, then ( Y) the 4 249
contributing DEVELOPERS shall pay the non- contributing DEVELOPER' S portion of Excess Costs, on a pro rata basis, and ( Z) such non- contributing DEVELOPER' S Sewer Allocation shall be reduced and allocated to the contributing DEVELOPERS on a pro rata basis. c. Final Accountinq.
i. CITY shall provide a draft final accounting of all construction costs incuRed by CITY in connection with the Phase 2 Expansion ( the " Final Accountinp") fo DEVELOPERS not later than 90 days after( A) final eompletion and CITY acceptance of the Phase 2 Expansion and ( B) final signoff of the completed Phase 2 Expansion by the Regional Board ( colleetively, Comaletion Requirements"). CITY shall request written confirmation of receipt of the Final Accounting from each DEVELOPER( whether through confirmation of ovemight courier delivery, return receipt request, or other method). The parties acknowledge that the Final Accounting may include Excess Costs in addition to those addressed during construction pursuant to Section 6. b. ii. Each DEVELOPER shall have the right to review and approve the Final Accounting, which review and approval shall 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, CITY and DEVELOPERS will work together to resolve any questions raised regarding the draft Final Accounting prior to it becoming final. iii. If all DEVELOPERS approve the Final Accounting OR if all DEVELOPERS do not approve the Final Accounting but CITY and RID agree to the Final Accounting, ( A) CITY shall notify all DEVELOPERS of such agreement (" Notice of Approval of Final Accountina") 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 of the Notice of Approval of Final Accounting.

The Notice of Approval of Fina1 Accounting shall attach the approved Final Accounting, the parties' final allocations of the Expansion Costs in accorclance with the provisions of this Section 6, and the final Reserved Capacity Overpayment ( defined in Section 7. b) applicable to each DEVELOPER.
iv. If any DEVELOPER fails to contribute its share of Excess Costs set forth in the Final Accounting within thirty ( 30) days after receipt of the Notice of Approval of Final Accounting, then ( Y) the contributing DEVELOPERS shall pay the non- contributing DEVELOPER'S portion of F ccess Costs, on a pro rata basis, and ( Z) such non- contributing DEVELOPER' S Sewer Allocation shall be reduced and allocated to the contributing DEVELOPERS on a pro rata basis.
v. To the extent that the approved Final Accounting illustrates cost savings e.g. the Phase 2 Expansion was constructed for less than the Expansion Costs contributed by DEVELOPERS, including any savings of Contingency amounts cont ibuted by DEVELOPERS), the CITY shall reimburse to each DEVELOPER its pro rata share of such cost savings within thirty 30) days after CITY'S issuance of the Notice of Approval of Final Accounting.

7. Reserved Capacitv.
a. The parties acknowledge that a portion of the Unfunded Expansion Costs includes the cost of the 0. 4 MGD oversized sewer capacity that is not currently needed by each DEVELOPER and CITY( the" Reserved Capacitv"). Exhibit C- 1 attached hereto illustrates each DEVELOPER' S allocation of the Resenred Capacity(" Reserved Cauacitv Allocation"). Exhibit G2 attached hereto illustrates the overpayment by each DEVELOPER applicab(e to each DEVELOPER' S Reserved Capacity Allocation ( the" Reserved Capacitv Overpavment"). b. Each DEVELOPER understands and agrees that its Reserved Capacity Allocation will not be deemed allocated to such DEVELOPER until such DEVELOPER can demonstrate to CITY that it needs the Reserved Capacity( a) over the next five( 5) years if the Phase 2 Expansion 5 250
construction has not yet been substantially completed or( b) over the next 3.5 years if the Phase 2 Expansion construction is substantially complete (" Demonstration of Need"). The Demonstration of Need shall illustrate DEVELOPER' S then- current projections of its development and sewer capacity requirements and shall include appropriate backup documentation and other information as reasonably requested by CITY. Upon receipt and approval by CITY of the Demonstration of Need, such DEVELOPER' S portion of Reserved Capacity shall be deemed perfected and allocated to such DEVELOPER, subject to the provisions regarding Use Determinations and Reliance Requirements as set forth herein. Any DEVELOPER that has not yet provided a Demonstration of Need for its allocation of Reserved Capacity is defined as an UnperFected Developer." The date that when all Reserved Capacity has been perfected or sold, as applicable, is defined as the" Reserved Caqacitv Exhaustion Date." c. If the CITY or any DEVELOPER that has perfected its right to Reserved Capacity each, a " Perfected Develoaer'') determines that it needs additional sewer capacity from, unperFected Reserve Capacity, CITY or the PerFected Developer( s) may send a notice ( the Reserved Caaacitv Reauest") to all DEVELOPERS. Perfected Developers must provide CfTY with a copy of all Reserved Capacity Requests by Perfected Developers. Any Reserved Capacity Request from a Perfected Developer must include a Demonstration of Need for the additional portion of Reserved Capacity being requested. If any Unperfected Developer cannvt provide an acceptable Demonstration of Need to CITY within thirty ( 30) days after receipt of the Reserved Capacity Request, and subject to the payment provisions below, CITY shall sell the requested portions of Reserved Capacity to ( i) the PerFected Developer that made the Reserved Capacity Request or ( ii) third parties or CITY, as applicable, if the CITY issued the Reserved Capacity Request. These sales of Reserved Capacity shall reduce the remaining alloaations of Reserved Capacity from UnperFected Developers on a pro rata basis. d. The purchase price for the Reserved Capacity shall be equal to( a) the Developer Reimbursement ( defined below) applicable to the Reserved Capacity being purchased plus c) simple interest at the lesser of 10% per annum or the highest rate permitted by law(" InteresY'), accruing on the date that the applicable DEVELOPER funded its share of Expansion Costs ( the Interest Commencement Date").
e. As used herein, the term " Developer Reimbursement" means the Reserved Capacity Overpayment and Standby Overcharges applicable to the portion of Reserved Capacity being sold from that DEVELOPER' S allocation of Reserved Capacity. An example of the Developer Reimbursement is attached hereto as Exhibit D. The City is responsible for collecting the Developer Reimbursement from the purchaser, and paying the Developer Reimbursement to the selling DEVELOPERS, not later than thirty( 30) days after the Reserved Capacity is purchased by CITY, a third party or PerFected Developer.
f. Subject to the provisions of Section 4.e., any DEVELOPER' S Reserved Capacity Allocation, even if perfected, is subject to the Use Determination provisions of Section 9.

8. Previous Oversizinq; Oversizinq Overpavments.
a. Separate and distinct from the Reserved Capacity, under the terrns of previous Funding Agreements for the construction of 0.75 MGD, certain DEVELOPERS have paid for oversizing of the existing LCTF ( the " 0. 75 MGD Oversizinq Overpayments"). These funding DEVELOPERS are due reimbursement for the 0.75 MGD Oversizing Overpayments at the time the oversized capacity is needed by other developers ( the " 0. 75 MGD Oversizinp Reimbursement"). Attached hereto as Exhibit E- 1 is a table that sets forth ( i) the identity of the DEVELOPERS that have paid 0. 75 MGD Oversizing Overpayments, ( ii) the amount of the 0. 75 MGD Oversizing Overpayments, ( iii) the applicable 0. 75 MGD Oversizing Reimbursement that is due to each of the funding DEVELOPERS and ( iv) the DEVELOPERS that are obligated to pay the 0. 75 MGD Oversizing Reimbursement( the" 0. 75 MGD Reimbursinq Develoaers"). The 0. 75 6 251
MGD Reimbursing Developers shall pay the applicable 0.75 MGD Oversizing Reimbursement to CITY on the Effective Date, and the CITY shall pay the applicable 0. 75 MGD Oversizing Reimbursement to the applicable funding DEVELOPERS not later than thirty ( 30) days after the receipt of such funds.
b. Separate and distinct from the Reserved Capacity and the 0. 75 MGD Oversizing Overpayments, under the terms of previous Funding Agreements for the construction of 0.25 MGD, certain DEVELOPERS have paid for oversizing of the e asting LCTF ( the " 0.25 MGD Oversizina Overpavments"). Thesefunding DEVELOPERS are due reimbursementforthe 0.25 MGD Oversizing Overpayments at the time the oversized capacity is needed by other developers the" 0. 25 MGD Oversizinp Reimbursement"). Exhibit E- 2 identifies( i) DEVELOPERS that have paid 0. 25 MGD Oversizing Overpayments, ( ii) the amount of the 0.25 MGD Oversizing Overpayments, ( iii) the applicable 0.25 MGD Oversizing Reimbursement that is due to each of the funding DEVELOPERS and ( iv) the DEVELOPERS that are obligated to pay the 0.25 MGD Oversizing Reimbursement ( the " 0.25 MGD Reimbursina Developers"). The 0.25 MGD Reimbursing Developers shall pay the applicable 0.25 MGD Oversizing Reimbursement to CITY on the Effe tive Date, and the CITY shall pay the applicable 0. 25 MGD Oversizing Reimbursement to the applicable funding DEVELOPERS not later than thirty (30) days after the receipt of such funds.
c. The 0. 75 MGD Oversizing Reimbursement and the 0. 25 MGD. Oversizing Reimbursement are referred to herein, collectively, as the" Oversizinq Reimbursements." •

9. Use Determinations.
a. Unused Capacitv. The terms of this Section 9 shall apply if any DEVELOPER has failed to satisfy Reliance Requirements for such DEVELOPER' S Sewer Allocation by the last to occur of the Standby Trigger Date and Reserved Capacity Exhaustion Date .( the " Use Determination TriAaer Date"). The portion of a DEVELOPER' S Sewer Allocation as to which such DEVELOPER has not satisfied Reliance Requirements is defined as" Unused Capacitv." b. Unused Capacity Use Determinations.
i) From and after the Use Determination Trigger Date, and upon thirty ( 30) days' prior written notice to all parties, any DEVELOPER may request ( a " Use Determination Reauest") that CITY determine whether any DEVELOPER has failed to satisfy Reliance Requirements for its Sewer Allocation (" Use Determination"). CITY may also independently initiate a Use Determination upon written notice to all parties. The parties acknowledge that there may be multiple Use Determination Requests by individual DEVELOPERS. ii) Any Use Determination Request must ( A) describe the Sewer Allocation desired by the requesting DEVELOPER ( the " Reauested Allocation") and ( B) be accompanied by a Demonstration of Need and proof that the requesting DEVELOPER can satisfy Reliance Requirements for the Requested Allocation.
iii} Within 30 days after receipt of a Use Determination Request ( or initiation of the Use Determination by CITY, as applicable), CITY shall issue a draft summary of Unused Capacity (the" Unused Capacitv Summar') listing the affected DEVELOPERS and applicable Unused Capacity.
iv) Affected DEVELOPERS must respond with any clarifications or objections to the Unused Capacity Summary within 15 days after receipt. If affected DEVELOPERS fail to respond, they will be deemed to have approved the Unused Capacity Summary. v) The final Unused Capacity Summary shall constitute the final " Use Determination and shall be issued by CITY not later than 15 days after receipt of any objections or clarifications.
7 252
i . . . . . . . .. . . . .
vi) Non- compliant DEVELOPERS shail have thirty ( 30) days after receipt of the final Use Determination ( the" Use Determination Cure Period") in which to satisfy Reliance Requirements for their Unused Capacity.
vii) If any non- compliant DEVELOPER fails to satisfy Reliance Requirements within the Use Determination Cure Period, then CITY shall notify the parties of such failure and the requesting DEVELOPER( S) ( or CITY, if CITY initiated the Use Determination) may purchase the Requested Capacity, up to the amount set forth in the Use Determination. The requesting DEVELOPER( S) ( or CITY, as applicable) must purchase the Requested Capacity not later than thirty( 30) days after expiration of the Use Determination Cure Period by depositing the applicable purchase price with CITY as set forth below; otherwise, the right to purchase shall expire and be of no further force and effect. The CITY shall identify and sell Unused Capacity on a pro-rata basis from all DEVELOPERS with Unused Capacity, so that Unused Capacity is not taken from just one DEVELOPER. If multiple DEVELOPERS have made Use Determination Requests and there is insufficient Unused Capacity to satisfy all Requested Allocations, the CITY shall allocate Unused Capacity on a pro rata basis ( based upon all non- compliant DEVELOPERS' Unused Capacity) to requesting DEVELOPERS or CITY, as applicable. viii) The purchase price for Unused Capacity shall equa! the Developer Reimbursement applicable to the Unused Capacity plus Interest commencing on the Interest Commencement Date. CITY shall permit DEVELOPERS selling Unused Capacity to participate in the next expansion of the LCTF to the extent of the Unused Capacity sold by such DEVELOPER.

10. Land Based Financina. Any DEVELOPER may petition the CITY to use community facilities district or other land based financing (" Land Based Financinq") to pay its share of Expansion Costs. If the use of Land Based Financing is approved by CITY, then such DEVELOPER' S share of Expansion Costs and any other amounts paid by such DEVELOPER pursuant to applicable Funding Agreements may be reimbursable from proceeds of Land Based Financing. The CITY shall adopt a reimbursement resolution to such effect concurrently with the approval of this / greement; provided, however, that CITY' S adoption of such a reimbursement resolution does not obligate CfTY to issue bonds or act as the lead agency with respect to such Land Based Financing.

11. Default.
a. If any party materially breaches or fails to comply with any of its obligations under this Agreement, such breaching 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 deemed in default Default") under this Agreement; provided, however, that if the nature of the breach or noncompliance reasonably requires more 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, noncompiiance 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 11( c) below, upon a Default pursuant to Section 11( a), the parties shall first mediate the dispute in good faith using a mutually acceptable mediator, which mediation shall be scheduled and concluded not later than 60 days after expiration of the Cure Period. The mediation shall be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect.

Claims, controversies or disputes not resolved by mediation shall be decided by binding arbitration 8 253
unless the parties mutually agree otherwise. Arbitration shall be conducted in acoordance with the Construction Industry Arbitration Rules of the American Arbitration Assoaation currently in effect.

The demand for arbitration shall be filed in writing with the other parties to this Agreemerit and the American Arbitration Association. Notwithstanding the foregoing, any party may seek injunctive or other immediate equitable relief, if applicable, in a court of law, pending resolution of the dispute through mediation or arbitration.
c. Notwithstanding the foregoing, in the 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 Capacity Allocation and ( ii) CITY may sell such DEVELOPER' S Capacity Allocation on a pro rata basis to the other DEVELOPERS for the purchase price illustrated in Se tion 9. b.

12. Counteraarts. This Agreement may be executed in counterparts, including electronic( pdfl and facsimile counterparts, each of which shall be considered an original and all of which together shall be considered the same document.

13. Advice of Counsel. Each of the parties has received the advice of legal counsel prior to signing this Agreement. Each party acknowledges no other party or agenf or attorney has made a promise, representation, or waITanty whatsoever, express or implied, not contained herein conceming the subject matter herein to induce another party to execute this Agreement. The parties agree no provision or provisions may be subject to any rules of construction based upon any party being considered the party drafting this Agreement.

14. Governing 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.

15. 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 material 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 vf 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 substitute the stricken clause with other provisions that provide substantially similar terms as the stricken clause. If the parties are unable to agree, then the parties shall resolve the issues through mediation as set forth in Section 11. b.

16. Authorization. Without any personal liability therefor, each person executing this Agreement on behalf 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 party to the terms of this Agreement, and ( iv) to such person' s knowledge, the execution of this qreement does not violate any agreement as to which such party is bound.

CITY represents and warrants that CITY has obtained any necessary approvals to execute this Agreement and be bound by the terms hereof.

17. Other AQreements Not AfFected. This Agreement constitutes the entire agreement between the parties hereto with respect to the Phase 2 Expansion and supersedes all prior understandings or agreements with respect to the subject matter hereof; provided, however, that this Agreement does not supersede, amend, nor replace any prior written agreement relating to any matter other tFtan with respect to the matters expressly set forth in this Agreement relating to this specific Phase 2 Expansion project such as, without limitation, the parties' separate Consortium Agreement, as amended from time to time, and the Conditional Will Serve Agreement for Wastewater between CITY and Saybrook dated August 19, 2013. This Agreement may be modfied only by specific reference describing a mutual intent and agreement to amend this Agreement in written documents signed by all parties hereto. 9 254

18. Greenlighting Future Expansions. Nothing herein supersedes, amends or replaces any prior written agreement with respect to the DEVELOPERS' ability to " greenlight" future expansions in accordance with the parties' other written agreements regarding" greenlighting."

19. Notices. All notices which are allowed or required to be given hereunder shall be in writing and ( i) shall be deemed given and received when personally delivered or ( ii) shall be deemed given when the same are deposited in the United States Mail, with sufficient postage prepaid, to be sent by registered or certified mail or overnight mail service, addressed to the designated 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 RID LMI
City of Lathrop River Islands Development, Lathrop Mossdale Investors 390 Towne Centre Drive LLC LP
Lathrop, CA 95330 73 West Stewart Road 675 Hartz Avenue Attn: City Manager Lathrop, CA 95330 Danville, CA 94526 With a copy to:

Attn: Susan Dell' Osso Attn: Jeff Abramson and Lori
City of Lathrop
With a
copy to:

Naltzer
390 Towne Gentre Drive River Islands Development,
Lathrop, CA 95330 LLC
Attn: City Attomey 2999 Oak Road, Suite 400
Walnut Creek, CA 94597
Attn: Lisa Freilicher, Esq.

RDI SAYBROOK
Richland Developers, Inc. Saybrook CLSP, LLC
3161 Michelson Drive, Suite 303 Twin Dolphin Drive
425 Suite 600
Irvine, CA 92612 Redwood Shores, CA 94065
Attn: General Counsel Attn: Jeff Wilson
With a copy to: With a copy to:

Richland Developers, Inc. Best and Krieger
3000 Lava Ridge Court, Suite 300 South Grand Avenue,
115 25"' Floor
Roseville, CA 95661 Los Angeles; CA 90071
Attn: Clifton Taylor Attn: Seth Merewitz, Esq.

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

21. AssiQnment and Transfer. This Agreement shall inure to the benefit of and bind the successors and permitted assigns ofthe parties. Except for an assignment to an Affiliate( defined below) of a DEVEI.OPER, no DEVELOPER may assign this Agreement without the prior written consent of CITY, which shall not be unreasonably withheld, conditioned. 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 information to the parties regarding the proposed assignee and ( ii) any potential assignee must reasonably demonstrate to the CITY's satisfaction that the proposed assignee has the financial ability and experience to fulfill the assigning DEVELOPER'S obligations under this Agreement. Any DEVELOPER may assign this Agreement to an Affiliate, with notice to the other parties hereto. As used herein, the term Affiliate" means any person, entity or organization as to which any DEVELOPER has a controlling 10 255
interest. As used herein, " controlling interest" means the right to control the management decisions of such person or entity, whether by contract or otherwise.

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

23. Construction. All parties have been represented by counsel in the preparation of this Agreement and no presumption or rule that ambiguity shall be construed against a drafting party shall apply to interpretation or enforcement hereof. Captions on sections and subsections are provided for convenience only and shall not be deemed to limit, amend or affect the meaning of the provision( s) to which they pertain.

24. No Joint Venture or Partnership. Nothing in this Agreement 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. CITY shall have no responsibility for Disposal Infrastructure or any other public improvements unless and until accepted by CITY.

25. Waiver. No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by a duly authorized representative of the party against whom enforcement is sought.

26. Table of Exhibits. The following exhibits are attached hereto and made a part hereof:

Exhibit A: Funded and Unfunded Expansion Costs
Exhibit B- 1: Initial Capacity Allocations
Exhibit B-2: Standby Charges
Exhibit C- 1: Developer Allocations of Reserved Capacity Exhibit C- 2: Reserved Capacity Uverpayment
Exhibit D: Developer Reimbursement
Exhibit E- 1: Oversizing Overpayments ( 0. 75 MGD)
Exhibit E-2: Oversizing Overpayments (0.25 MGD)
Schedule 1: Funding Agreements
Schedule 2: Withdrawn Developers
Schedule 3: Transfer Information
SIGNATURES ON THE FOLLOWING PAGE]
11 256
SIGNATURE PAGE TO CONSTRUCTION FUNDING AGREEMENT]
IN WiTNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CITY RID

CITY OF LATHROP RIVER ISLANDS DEVELOPMENT, LLC
a municipa! corporation of the State of a California limited liability company California
B : gY:
ame: en J. Salvatore Name: Susan Dell'Osso
its: ity Manager Its: Vice President and Secretary
ATTEST:

By: r(J LMI
Nam , Teresa Vargas
Its: City Clerk LATHROP MOSSDALE INVESTORS LP, a
Dated: _/' 7 California limited partnership
APPROVED AS TO FOR : gy:

Name:

Its:

Satvador V. Navarrete
City Attorney

RDI SAYBROOK
RICHLANO DEVELOPERS, INC. SAYBROOK CLSP, LLC
a Delaware corporation a California limited liability company BY= By: Saybrook Fund Investors, LLC
Name: its Managing Member
Its:

By:

Name: Jeffrey M. Ison
Its: Officer
12 257
SIGNATURE PAGE TO CON TRUCTfON FUNDING AGREEMENT]
IN WITNESS WHEREOF; the parties have executed this Agreement as of the Effective Date.

C ITY f21 D
CITY OF LATHROP RIVER 1SLAND5 DEVELOPIUtENT, LLC
a m inicipal corporation of the State of a California limited liability company California
By: By:

Name: Stephen J. 5alvatore Name: Susan Dell' Osso
its: City Manager 1ts: Vice President and Secretary
ATTEST:

By: LMI
Name: Teresa Vargas
Its: City Clerk LATHROP MOSSDALE INVESTORS LP, a
Dated: California limited partnership
l' {' vwasga v iv+' s - N. , i`Pr n
APPROVED AS TO FORM: By:

Name: L t l-IIts: C U
Salvador V. Navarrete
City Attorney
a7f S YBROO C
RICHI_AND DEVELOPERS; INC. SAYBROOK CLSP, LLC
a Delaware corporation a California limited liability c ampany 8y: By: Saybrook Fund Investors, LLC
Name: its Managing Member
Its:

Sy:

Name: Jeffrey M. Wilson
ts: Officer
12 258
SIGNATURE PAGE TO CONSTRUCTION FUNDING AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CITY RID

CITY OF LATHROP RIVER ISLANDS DEVELOPMENT, LLC
a municipal corporation of the State of a California limited liability company Cafifornia
By: By:

Name: Stephen J. Salvatore Name: Susan Dell'Osso
Its: City Manager Its: Vice President and Secretary
ATTEST:

By: LMI
Name: Teresa Vargas
Its: City Clerk LATHROP MOSSDALE INVESTORS LP, a
Dated: California limited partnership
APPROVED AS TO FORM: By:

Name:

Its:

Salvador V. Navarrete
City Attorney

RDI SAYBROOK
RICHLAND DEVELOPERS, INC. SAYBROOK CLSP, LLC
a Delaware corporation a California limited liability company By: By: Saybrook Fund Investors, LLC
Name: its Managing Member
t5:

By: t
Name: Jeff ey M. Wilson
Its: Officer
12 259
SIGNATIlRE PAC3E TO CONSTRUCTION FUNDlNG AGREEMENTj
IN WITNESS WFIEREOF, the p rtiea have ex ecuted thie/ reement aa otthe Ei fve Date.

CITY OF LATHROP RNER ISLANDS DEVELOPIMENT. LLC
a municipal aorporallon af the State of a Califomia Nmitad I biqiy company Cetffamis
Name: Steph J. Salvatore Neme: Suaan II'Osso
Its: City Meneger Ita: Vice Preafdent and 3ecrotary
ATTEST:

BY 1 1,
Name: Ter Var as
Ne: Cily Cle c LATHROP MOSSDALE I IVESTOR8 LP, s
Dated: CaliForNa mited partnershfp
APPROVED AS TO FORM: 8y:

Neme:

It:

Sahr orV. Navarette
Gly Aitomey

AYBROOK
RICHLAND DEVELOPERS 1NC. SAYBROOK CL8P, LLC
e Qeleware c rporation a CeGfomia ltmited liability comparry aD• r
Nerne: Name: Jeff VWeon
Its: ta Its: Co-Allan ing Member
1 260

EXHIBIT A
Funded and Unfunded Expansion Costs
See Attached)
13 261
D Z 70 7o r tn 7o C] C - n
O
f f V/ -- I F+ N In IA 1- 9
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262
EXHIBIT B- 1
Initial Capacity Allocations
See Attached)
14 263
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264
EXHIBIT B-2
Standby Charges
See Attached)
15 265
a"i o'i
ro 0 0 Q x N y - n m m n Z ,..+
r
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268
EXHIBIT C- 1
Developer Allocations of Reserved Capacity
See Attached)
16 269
a +
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270
EXHIBIT C- 2
Reserved Capacity Overpayment
See Attached)
17 271
v, lz
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a o o o ro o
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272

EXHIBIT D
Developer Reimbursement
See Attached)
18 273
v, z
v> >o C 7o v m C v_, ( n
h . 0
ei p < 7
d C O 01 j
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N O Oni
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274
EXHIBIT E- 1
Oversizing Overpayments ( 0. 75 MGD)
See Attached)
19 275
n r+ v
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EXHIBIT E- 2
Oversizing Overpayments (0.25 MGD)
See Attached)
20 277
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SCHEDULE1
Funding Agreements
1) Funding Agreement between City of Lathrop and Jass Sangha dated March 17, 2015 2) Funding Agreement befinreen City of Lathrop and David Lazares and Cynthia Lazares Trust dated March 17, 2015
3) Funding Agreement befinreen City of Lathrop and Richland Developers, Inc. dated March 19, 2015, as amended by Amendment to the Funding Agreement dated March 10, 2016, as revised by that certain Partial Assignment between Richland Devefopers, Inc. to Richland Communities, Inc. dated March 10, 2016
4) Funding Agreement between City of Lathrop and River Islands Development, LLC dated March 20, 2015, as amended by Amendment to the Funding Agreement dated March 10, 2016
5) Funding Agreement between City of Lathrop and Lathrop Mossdale Investors LP dated March 20, 2015, as amended by Amendment to the Funding Agreement dated March 10, 2016
6) Funding Agreement between City of Lathrop and Ramona Chace, LLC dated March 20, 2015
21 279
SCHEDULE 2
Withdrawn Developers
Lathrop Gateway Business Park
Ramona/ Chase/ Pegasus
Jass Sangha
Richland Communities, Inc., a Florida corporation
22 280
SCHEDULE 3
Transfer Informafion

WASTEWATER CAPACITY TRANSFER CRITERIA
Any Developer or third party who has acquired wasfewater capacity under this Agreement and who wishes to transfer some or all of its wastewater capacity shall apply for the transfer through the City' s Public Works Director. The application shall include the following information and be submitted with the requisite fee( s):

1. Name of transferor and proposed transferee.

2. Address and/ or APN of the parcel( s) to benefit from the transfer.

3. The number of Equivalent Capacity Units ( ECU' s) or Interceptor System Units ( ISU' s) needed.

4. A description of the proposed development in sufficient detail to identify the potential impacts and benefits of the proposed development.

5. A letter from the purchaser committing to obtain a building permit, parcel map or final map with one year from City approval of the transfer, or to sell the units back to the City at the end of one year unless Council approves an alternative time limit. The repurchase price shall be the same as the cost paid by the transferee at the time the transfer took place, less the City' s administrative fee.

6. An application fee to cover the cost of staff efforts, including the preparation of staff reports for Council action and a ten percent( 10%) deposit toward the cost of the units.

7. An acknowledgement that it is the purchaser' s responsibility to provide any sewer line extensions and related facilities necessary to utilize the ECU' s or ISU' s.

The City's Public Works Director shall consider the following factors in approving or denying a transfer request:

1. Is the request consistent with the City' s General Plan?

2. Is the request consistent with the City's Sewer Master Plan?

3. Is the request consistent with the City' s Zoning Ordinance?

4. Is the request consistent with any other applicable local, state or federal laws, regulations or ordinances?
Upon receipt of a wriften request and payment of the appropriate fee(s), the City Engineer will prepare a report for City Council consideration and action. The City Council may approve the request and authorize the City Manager to execute an agreement approved by the City Attorney with the applicant, or deny the request based on the foregoing factors. ff the City Council approves a transfer of ECU' s or ISU' s from one parcel( s) to a different parcel( s), the applicant shall pay all costs to prepare and record an agreement( s) for the transfer. The agreement( s) will be recorded and advise future property owners of the transfer and limitations on future development.
23 281
I 1
EXHIBIT" g •'
1 Doc q: 2018- 047863 -- - —- --- --
05/ 01/ 2018 08: 45: 03 AM
Page: 1 of 22 Fee: $ 0
Steve J. Bestolarides
RECORDING REQUESTED BY AND San . Toaquin County Recorders I Paid By: SHOWN ON DOCUMENT WHEN RECORDED MAIL TO:
i IIII I E'171+ L'' r Illf l'r.y II III I

CITY OF LATHROP
ATTN: CITY CLERK
390 TOWNE CENTRE DRIVE
T-----
LATHROP, CA 95330

SPACE ABOVE THIS LINE FOR RECORDER' S USE

TRANSFER AGREEMENT RELATING TO DEVELOPMENT

AGREEMENT
BETWEEN SOUTH LATHROP LAND, LLC., AND
RICHLAND DEVELOPERS INC., FOR

THE SOUTH LATHROP SPECIFIC PLAN DEVELOPER
AGREEMENT, DATED AUGUST 3, 2015, RECORDED ON
SEPTEMBER 5, 2015, ( INSTRUMENT NO. 2015- 106926)
ADOPTED BY CITY OF LATHROP ORDINANCE NO. 18- 390
282
RECORDING REQUESTED BY:

CITY OF LATHROP
ATTN: CITY CLERK
390 TOWNE CENTRE DRIVE
LATHROP, CA 95330
Space Above Line For Recorder' s Use Only)

TRANSFER AGREEMENT RELATING TO DEVELOPMENT AGREEMENT
This Transfer Agreement Relating To Development Agreement (" Transfer Agreement") is made this day of March, 2018, by SOUTH LATHROP LAND, L.L. C., a Delaware limited liability company (" Assegnee"), and RICHLAND DEVELOPER' S INC., a Delaware corporation (" Assignor") with reference to the following recitals.

RECITALS
A. Substantially concurrently with the recordation of this Transfer Agreement, Assignor has conveyed to Assignee that certain real property described in Exhibit " A" attached hereto and incorporated herein( the" Property").

B. Assignor, as " Seller" and Assignee, as " Buyer" entered into that certain Agreement of Purchase and Sale of Option and Escrow Instructions dated as of February 28, 2018 pursuant to which Assignor has agreed to transfer and assign an option to purchase the Properly to Assignee, and Assignee will substantially concurrently obtain fee title( the" Purchase Agreement"). Escrow is expected to close on March 2, 2018.

C. Assignor is a party to that certain Annexation Agreement and Separate Development Aareement by and between The City of Lathrop (" City") and Richland Developers, Inc. relating to The South Lathrop Specific Plan dated August 3, 2015, which was recorded on September 2, 2015 as Instrument No. 2015- 106926( the" Development Agreement").

D. Assignor and Assignee acknowledge that the Ancillary Properties referenced in the Development Agreement were never annexed into the City, were personal to Assignor, and have been sold by Assignor.

E. Pursuant to the Purchase Agreement, Assignor desires to assign and Assignee desires to assume all of Assignor' s rights, duties and obligations under the Development Agreement.

AGREEMENT
283
NOW, THEREFORE, in consideration of the mutual covenants of the parties herein, and for good and valuable consideration, the receipt of sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference.

2. Assianment to and Assumption bv Assi ee. Effective as of the date that Assignee acquires fee title to the Properly, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby expressly and unconditionally assumes all the rights, duties and obligations of Assignor under the Development Agreement, including, without limitation, all of the general rights, duties and obligations of Assignor under the Development Agreement for the development of the Property. Assignee agrees to observe and fully perform all of Assignor' s obligations under the Development Agreement, and to be subject to all the terms and conditions thereof, it being the express intention of both Assignor and Assignee that, upon execution of this Transfer Agreement, Assignee shall become substituted for Assignor as " Richland" under the Development Agreement.

Notwithstanding the foregoing, this Transfer Agreement shall not apply to, and Assignor shall retain, any and all rights in and to, any refunds, reimbursements or credits of any kind or character applicable to work performed or sums paid prior to the effective date ofthis Transfer Agreement.

3. Release of Assi nor. Pursuant to Section 13. 02. 2 of the Development Agreement, Assignor shall be free from any and all liabilities accruing on or after the date hereof with respect to the Development Agreement. No breach or default under this Transfer Agreement or the Development Agreement by Assignee shall be attributed to Assignor. For purposes of this Transfer Agreement, the " Release Provisions" shall be all Rights and Obligations of Assignor under the Development Agreement that arise from and after the date that Assignee acquires fee title to the Property.

4. Assignee' s Acknowled ment. Assignee hereby agrees and acknowledges that Assignee has had full opportunity to read and review the Development Agreement and is familiar with the rights and obligations under the Development Agreement.

5. Notices. Pursuant to Section 15. 09 of the Development Agreement, from and after the date hereof, notices for Richland shall be addressed as follows:

Ifto RDI:

South Lathrop, LLC
527 W 7th Street, Suite 308
Los Angeles, CA 90014
Attn: Philip J. Prassas
Email: pprassas , chindustrial. com
With a copy to:

Barack Ferrazzano Kirschbaum& Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Attn: Mark J. Beaubien
Facsimile: ( 312) 984- 3150
Email: mark. beaubien( c bflcn. com

6. Termination. This Transfer Agreement shall be of no force and effect unless Assignee acquires fee title to the Property on or before June 1, 2018.

7. Governing Law. This Transfer Agreement is made and entered into in the State of California and shall be interpreted, construed and enforced in accordance with the laws of the State of California. Venue shall be in San Joaquin County.
284

8. Bindin Effect This Transfer Agreement shall apply to, bind, and inure to benefit of Assignor and Assignee, and their respective heirs, legal representatives, successors and assigns.

9. Counterparts. This Transfer Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall together constitute one instrument.

IN WITNESS WHEREOF, this Transfer Agreement has been executed as of the date first above written.

ASSIGNOR
RICHLAND DEVELOPERS, INC.,
a Delaware corporation
L
By:

Name: JO lt1%. TTOU
VICe es1 eri
Title:

ASSIGNEE
SOUTH LATHROP LAND, L.L.C., a Delaware limited
liability company
By: CHI West 109 South Lathrop Land, L.P.,
a Delaware limited partnership,
its managing member
By: CHI LTH GP, L.L.C., a Delaware limited
liability company, its er
By:

Nam .

Title: j g
285
CALIFOFtN1A ALL- PtJRPOSE ACKIdOM/ LE GIVIE IT CIVIL CODE § 1189 i16c2; yr,>'-', n9,'', c A".c A',c>'^- y:'%" 4.ct^x' 7. c. tia7,i.c^( 2- w,.FA'=( 7. 4' h A".^'.^." h"'.^ s 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 /
County of VI Cfl
On " tIA., , l before me, _ Uv S 5, I U,,
Date Here Insert Name and Title of the Officer
A
personally appeared C 1 . ll'" l j,
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s whose nameSaj is/ subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/their authorized capacity j es), and that by his/ her/their signature,( j'on the instrument the person(,$); or the entity upon behalf of which the person(,$) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of Califomia that the foregoing paragraph
is true and correct.

ALLISON ADAMS
W TNESS m hand and official seal. Commission # 2143555 y Z ,- s Notary Public- California
z D
Orange County
M Comm. Expires Feb 21, 2020+ Signature
ignature of Nofary Public
Place Notary Sea/ Above

OPTIONAL
Though this section is optional, comp/ e[ing this information can deter alteration of the document or fraudulent reattachment of this form fo an unintended document.

Description of Attached Document
Title or Type of Document: Document Date:

Number of Pages: Signer( s) Other Than Named Above:

Capacity( ies) Claimed by Signer( s)
Signer' s Name: Signer' s Name:

Corporate Officer — Title(s): Corporate Officer — Title( s):

Partner — Limited O General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee Guardian or Conservator Other: Other:

Signer Is Representing: Signer Is Representing:
02014 National Notary Association • www.NationalNotary. org • 1- 800- US NOTARY( 1- 800- 876- 682 Item# 5907 286
i
CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer cornpleting this certificate verifies only the identity ofthe individual who signed the document to which this certificate is attached, and not the truthfufness, accuracy, or validity of that document.

State of California 1
County of J
On +- '` l TJ before me, a
I
O TX . 1
I G
l
Date H re lnse t Name and Title of the O c
ersonall a
1 ^ P Y PPeared i , •(. t.,,- C. S
Name(/ of Signer(sJj
who proved to me on the basis of satisfactory evidence to be the person(,s/ whose name( tj is/ ay subscribed to the within instrument and acknowledged to me that he/ spE/th y executed the same in his/ h r/tfy2ir authorized capacity( i, and that by his/ Fyer/ t ir signature) on the instrument the person(, or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
PAMELA AIONGI laws of the State of California that the foregoing Notary Public- California i - OrangeCounty ; paragraph is true and correct.

Commiss on# 2230200
MyComm. Expires Mar2, zoz WITNESS my hand and official seal.

Signature
Place Notary Seal and/ or Stamp Above Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reaftachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: Po, v F-er r, w
Document Date: Number of Pages:

Signer( s) Other Than Named Above:

Capacity( ies) Claimed by Signer( s)
Signer' s Name: Signer' s Name:

Corporate O cer— Title( s): Corporate O cer— Title( s):

Partner— Limited General Partner— Limited General
Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian of Conservator Trustee Guardian of Conservator Other: Other;
Signer is Representing: Signer is Representing:
02017 Nationaf Notary Association
287

CITY' S CONSENT TO ASSIGN
Pursuant to Section13. 02. 2 of the Development Agreement, the City of Lathrop hereby consents to the Transfer Agreement and acknowledges that Assignor/Richland, having satisfied the conditions to the release set forth in Section 13. 02. 2 of the Development Agreement, shall be released from its obligations under the Development Agreement.

CITY OF LATHROP,
a California municipal law corporation
By:

Name: 5Or11'1 //(/
Tit e: Ul a OV' !/ C!` li'•{'h
Dated:

ATTEST:

By: i
eresa Vargas, City Cl
Dated:

A.PPROVED AS TO LEGAL FORM:

By:

Salvador Navarrete, City Attorney
3 _ z- 7 1
Dated:

Page 4 ends

Lathrop City CouncilJuly 10, 2023

Lathrop City Council
July 10, 2023