Cities Index.
Agenda

Lodi City Council
June 21, 2023

Document
Agenda
Meeting
June 21, 2023
Body
Lodi City Council
Pages
3
Original file
59.0 MB
Text extracted from the city's file for reading and search. Open the original on lodica.granicus.com. That file is the official record.

Revised 10/2021 6/15/2023 11:01 AM
For information regarding this Agenda please contact:

Olivia Nashed
City Clerk
Telephone: (209) 333-6702
C-1 Call to Order / Roll Call
C-2 Announcement of Closed Session
a) Prospective Acquisition of Real Property Located in Lodi, California, Identified as APN 058-650-15; Negotiating Parties are City Manager Stephen Schwabauer for City of Lodi and Cody Diede for Diede Farms, LLC,
Owner; Government Code §54956.8 (CM)
b) Public Employment – Regarding One Position (1) – Human Resources Manager Adele Post Regarding Recruitment of City Attorney Pursuant to Government Code §54957 (CA) CI-3 Adjourn to Closed Session
NOTE: THE FOLLOWING ITEMS WILL COMMENCE NO SOONER THAN 7:00 P.M.

C-4 Return to Open Session / Disclosure of Action
A. Call to Order / Roll Call
B. Presentations – None
C. Consent Calendar (Reading; Comments by the Public; Council Action) All matters listed on the consent calendar are considered to be routine and will be acted upon by one motion. There will be no separate discussion of these items. If a member of the public would like a consent calendar item pulled and discussed separately, refer to the Notice at the beginning of this agenda.

C-1 Rec eive Register of Claims for May 19, 2023 through June 1, 2023 in Total Amount of $7,790,308.43 (FIN) C-2 A pprove Minutes (CLK)
a) April 18, May 30, and June 6, 2023 (Shirtsleeve Sessions) b) April 19, 2023 (Regular Meeting)
c) June 6, 2023 (Special Meeting)
C-3 Appr ove Plans and Specifications and Authorize Advertisement for Bids for Aeration Basin Diffuser System Project at White Slough Water Pollution Control Facility (PW)

LODI CITY COUNCIL
Carnegie Forum
305 West Pine Street, Lodi
Notice Regarding Public Comments
Public Comment may be submitted in the following ways:
• In-person
• Email – [email protected]
 Received no later than two hours prior to the meeting • Mail – City Clerk’s Office, P.O. Box 3006, Lodi, CA 95241 • Hand delivered to: City Clerk’s Office, 221 W. Pine Street, Lodi, CA 95240  Received no later than two hours prior to the meeting Public comment received via email, mail, or hand delivery will be provided to the City Council and included in the official minutes record of the meeting, but will not be read aloud at the meeting. 6:55 p.m. Invocation/Call to Civic Responsibility . Invocations/Calls may be offered by any of the various religious and non- religious organizations within and around the City of Lodi. These are voluntary offerings of private citizens, to and for the benefit of the Council. The views or beliefs expressed by the Speaker have not been previously reviewed or approved by the Council, and the Council does not endorse the beliefs or views of any speaker.

AGENDA – Regular Meeting
Date: June 21, 2023
Time: Closed Session 6:00 p.m.

Regular Meeting 7:00 p.m.

AMENDED

CITY COUNCIL AGENDA
JUNE 21, 2023

PAGE TWO
Res. C-4
Res. C-5
Res. C-6
Res. C-7
Res. C-8
Res. C-9
Approve Plans and Specifications and Authorize Advertisement for Bids for Century DeBenedetti Storm Drain Outfall and Adopt Resolution Authorizing City Manager to Award Contract to Lowest Responsive Bidder ($350,000), Execute Change Orders ($50,000) and Appropriate Funds ($400,000) (PW) Adopt Resolution Approving Specifications and Authorizing City Manager to Execute Contract with St. Francis Electric, LLC, for 2023-2025 Traffic Signal Preventive Maintenance and Repair Program ($48,230) (PW)
Adopt Resolution Awarding Contract for Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction, of Stockton ($1,479,835), Authorize City Manager to Execute Change Orders ($100,000), and Appropriate Funds ($150,000) (PW) Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with SCA of CA, LLC, for Street Sweeping Services ($73,000) (PW) Adopt Resolution Authorizing City Manager to Execute Amendment No. 3 to Professional Services Agreement with NJ Associates, Inc., of Lodi, for Transitional and Supportive Housing Project Design Development, Construction Documents, Bid Documents, and Construction Administration (Not to Exceed $95,000) (CD)
Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to Three-Year Professional Services Agreement with Five Optional One-Year Extensions with A1 Protective Services, LLC, of Rancho Cordova, for Security Services to Add Lodi Safety Ambassador Program (Not to Exceed ($815,000) (CD)
Res. C- 10 Adopt Resolution Approving Contract with Lodi Unified School District to Provide After School Staff Support for the Bridge Program at Three Locations During School Year 2023/2024 ($274,002) (PRCS) Res. C-11 Adopt Resolution Approving Contract with Lodi Unified School District to Provide After School Staff Support for After School Program at Four School Sites During School Year 2023/2024 ($536,032) (PRCS) Res. C- 12 Adopt Resolution Authorizing City Manager to Enter into Purchase Agreement and Such Other Documents, Including Letter of Intent and Escrow Instructions, in a Form Acceptable to City Attorney to Complete Purchase of Real Property from Sureshbhai M. Patel and Vinaben S. Patel, Property Owners of 22 South Main Street, Lodi (APN 043-072-090) and Pay Associated Closing Costs to Develop Transitional and Supportive Housing Project (Not to Exceed $2,300,000) (CD) Res. C-13 Adopt Resolution Authorizing City Manager to Execute Improvement Agreement Addendum No. 1 for Lower Sacramento Road Street Improvements (Century Boulevard to 510 Feet North of Century Boulevard) (Benjamin Apartment Complex) (PW)
Res. C- 14 Adopt Resolution Accepting Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, Public Improvements, Authorizing City Manager to Execute Landscape Maintenance Agreement for Rose Gate II Neighborhood Park, and Amending Traffic Resolution No. 97-148 by Approving One-Way Stop Controls on Camrose Street at Charlotte Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; Two-Way Stop Controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and Pegasus Drive at Carrousel Street; and Multi-Way Stop Controls at Westgate Drive and Tokay Street and Vine Street and Westgate Drive (PW)
Res. C-15 Adopt Resolution Approving Renewal and Amendment to Plan Documents for VSP Vision Care and Further Authorizing City Manager to Execute Agreement (ISD) Res. C-16 Adopt Resolution Amending Traffic Resolution No. 97-148 by Approving No Parking on Both Sides of Halton Way and Along East Side of Valera Avenue between Lebaron Boulevard and Halton Way; and Approving One-Way Stop Control on Halton Way at Valera Avenue (PW) C-17 R eceive Report Regarding Communication Supporting the San Joaquin Council of Governments’ Proposal for a Charging and Fueling Infrastructure Grant (CLK) Res. C-18 Adopt Resolution Declaring Pursuant to Article 8 of Surplus Land Act (Government Code §54220- 54234) that Real Property Located at 17700 North Guild Avenue, 18021 North Kennison Lane, and 219 South School Street are Exempt Surplus Property and Not Necessary for City Use, and Further Authorize City Manager to Dispose of Exempt Surplus Land to a Contiguous Land Owner (CM)

CITY COUNCIL AGENDA
JUNE 21, 2023

PAGE THREE

Res. C- 19 Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Gallagher Benefit Services to Complete Citywide Total Compensation Study (Not to Exceed $147,350) (ISD)

C- 20 Set Public Hearing for July 19, 2023, to Consider Adoption of Resolution to Approve Recommendation of Planning Commission for Zoning Map Amendment (Rezone) from Community Commercial (CC) PD(35) to General Commercial (GC) for Approximately 8.3 Acres at 515 South Lower Sacramento Road, Exempt per California Environmental Quality Act (CEQA) Guidelines Section 15183 – Project Consistent with General Plan (CD)

D. Comments by the Public on Non-Agenda Items

THE TIME ALLOWED PER NON -AGENDA ITEM FOR COMMENTS MADE BY THE PUBLIC IS LIMITED TO FIVE MINUTES.

Public comment may only be made on matters within the Lodi City Council's jurisdiction (Government Code Section 54954.3, Lodi City Council Protocol Manual Section 6.3l) . The Council cannot take action or deliberate on items that are not on this agenda unless there is an emergency and the need to take action on that emergency arose after this agenda was posted (Government Code Section 54954.2(b)(2)). All other items may only be referred for review to staff or placement on a future Council agenda.

If you wish to address the Council, please refer to the Notice at the beginning of this agenda. Individuals are limited to one appearance during this section of the Agenda.

E. Comments by the City Council Members on Non-Agenda Items

F. Comments by the City Manager on Non-Agenda Items

G. Public Hearings

Res. G-1 Public Hearing to Consider Adopting Resolution Setting Pre-Approved Engineering News Record Adjustment Index for Wastewater Rates for Residential, Commercial, and Industrial Customers (PW)

H. Regular Calendar

H-1 Receive Presentation on Skate Park Project Options (PRCS)

I. Ordinances – None

J. Adjournment

Pursuant to Section 54954.2(a) of the Government Code of the State of California, this agenda was posted at least 72 hours in advance of the scheduled meeting at a public place freely accessible to the public 24 hours a day.

______________________________
Olivia Nashed
City Clerk

All staff reports or other written documentation relating to each item of business referred to on the agenda are on file in the Office of the City Clerk, located at 221 W. Pine Street, Lodi, and are available for public inspection. Agendas and staff reports are also posted on the City’s website at www.lodi.gov. If requested, the agenda shall be made available in appropriate alternative formats to persons with a disability, as required by Section 20 2 of the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. To make a request for disability-related modification or accommodation contact the City Clerk’s Office as soon as possible and at least 72 hours prior to the meeting date. Language interpreter requests must be received at least 72 hours in advance of the meeting to help ensure availability. Contact Olivia Nashed at (209) 333- 6702. Solicitudes de interpretación de idiomas deben ser recibidas por lo menos con 72 horas de anticipación a la reunión para ayudar a asegurar la disponibilidad. Llame a Olivia Nashed (209) 333-6702.

Meetings of the Lodi City Council are telecast on SJTV, Channel 26. The City of Lodi provides live and archived webcasts of regular City Council meetings. The webcasts can be found on the City's website at www.lodi.gov by clicking the meeting webcasts link.

Members of the public may view and listen to the open session of this meeting at www.facebook.com/CityofLodi/.

AGENDA ITEM C-01

COUNCIL COMMUNICATION

APPROVED: ________________________________
Stephen Schwabauer, City Manager

AGENDA TITLE: Receive Register of Claims for May 19, 2023 through June 1, 2023 in the Total Amount of $7,790,308.43

MEETING DATE: June 21, 2023

PREPARED BY: Internal Services Director

RECOMMENDED ACTION: Receive the attached Register of Claims for $7,790,308.43.

BACKGROUND INFORMATION: Attached is the Register of Claims in the amount of $7,790,308.43 for May 19, 2023 through June 1, 2023. Also attached is Payroll in the amount of $2,012,586.26 through May 28, 2023.

FISCAL IMPACT: Not applicable.

FUNDING AVAILABLE: As per attached report.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

City of Lodi Live v2021.6 6/5/2023 10:46:08 AM
Fund Fund Title Amount
100 General Fund $1,934,467.75
103 Measure L $33,462.24
120 Library Fund $28,416.97
140 Expendable Trust $872.19
200 Parks Rec & Cultural Services $37,514.85
212 Local Law Enforce Block Grant $2,510.93
270 Comm Dev Special Rev Fund $15,872.74
301 Gas Tax-2105 2106 2107 $26,072.09
303 Measure K Funds $5,253.56
305 TDA - Streets $7,368.77
307 Federal - Streets $4,378.96
311 State-Streets $7,197.50
355 GRANTS COMM. IMPR $97,544.44
431 Capital Outlay/General Fund $40,100.00
432 Parks & Rec Capital $3,554.95
500 Electric Utility Fund $3,085,709.30
501 Utility Outlay Reserve Fund $90,305.30
503 Low Carbon Fuel Standard $7,000.00
504 Public Benefits Fund $38,323.34
508 Environmental Compliance $221,658.41
530 Waste Water Utility Fund $50,911.72
531 Waste Wtr Util-Capital Outlay $21,248.80
560 Water Utility Fund $1,482,397.21
561 Water Utility-Capital Outlay $15,019.99
565 PCE/TCE Rate Abatement Fund $7,028.13
600 Dial-a-Ride/Transportation $215,774.51
643 Vehicle replacement PD $86,906.49
645 Vehicle Replacement PW $466.23
647 Vehicle replacement PRCS $98.00
650 Internal Service/Equip Maint $63,897.43
655 Employee Benefits $158,860.88
665 Worker's Comp Insurance $114.75
Total $7,790,308.43
AP Council Report Summary
5/19/2023-6/1/2023
City of Lodi Live v2021.6 6/5/2023 10:53:52 AM
Fund Description Amount
$921,140.76
$258,442.29
$23,945.46
$150,329.51
$694.57
$15.50
$1,686.23
$1,342.33
$50,298.28
$49,471.64
$239,239.03
$70,831.65
$184,014.34
$28,077.96
$9,823.83
$23,232.88
Report Total $2,012,586.26
600 Dial-a-Ride/Transportation
650 Internal Service/Equip Maint
501 Utility Outlay Reserve Fund
530 Waste Water Utility Fund
560 Water Utility Fund
270 Comm Dev Special Rev Fund
301 Gas Tax-2105 2106 2107
500 Electric Utility Fund
206 Misc Grants
214 LPD-OTS Grants
219 LPD-ABC Grant
120 Library Fund
200 Parks Rec & Cultural Services
205 State Grants
Council Report: Payroll
Pay Period: 5/28/2023
100 General Fund
103 Measure L
AGENDA ITEM C-02

COUNCIL COMMUNICATION
APPRO
VED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Approve Minutes
a) April 18, 2023 (Shirtsleeve Session)
b) April 19, 2023 (Regular Meeting)
c) May 30, 2023 (Shirtsleeve Session)
d) June 6, 2023 (Shirtsleeve Session)
e) June 6, 2023 (Special Meeting)
MEET
ING DATE: June 21, 2023
PRE
PARED BY: City Clerk
RECO
MMENDED ACTION: Approve the following minutes as prepared:
a) April 18, 2023 (Shirtsleeve Session)
b) April 19, 2023 (Regular Meeting)
c) May 30, 2023 (Shirtsleeve Session)
d) June 6, 2023 (Shirtsleeve Session)
e) June 6, 2023 (Special Meeting)
BA
CKGROUND INFORMATION: Attached is a copy of the subject minutes marked Exhibit A through E, respectively.

FISCAL IMPACT: Not applicable.

FUNDING AVAILABLE: Not applicable.
_______________________________
O
livia Nashed
City Clerk
Attachments
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/45 /25 /9 /i255 /15 /11/1 /24 /9 /i255/10/1/17 /5 /1 /3 /i255 /4 /15 /12 /12 /5 /9 /16 /i255 /11 /20 /i255 /17 /25 /9 /i255 /26 /1 /6 /6 /1 /27 /5 /3 /14 /i255 /24 /1 /17 /9 /47 /48 /20 /9 /19 /47 /i255/i255 /i255 /i255 /0 /1 /2 /3 /4 /5 /6 /i255/8/9 /10/11/9 /12 /i255 /13 /12 /9 /14/10/15/3 /18 /i255 /0 /1 /2 /3 /4 /5 /6 /i255/8/9 /10/11/9 /12 /i255 /49 /15 /50 /15 /3 /5 /19 /25 /5 /18 /i255 /0 /1 /2 /3 /4 /5 /6 /i255/8/9 /10/11/9 /12 /i255 /21 /9 /22 /9 /23 /18 /i255 /15 /3 /16 /i255/8/15/20 /1 /12 /i255 /51 /12 /1 /45 /9/10/22/1/12 /9 /i255 /0 /12 /15 /5 /14
/49 /1 /9 /19 /47 /i255/i255 /i255 /i255 /49 /1 /3 /9
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/63/43/45 /51 /45 /31 /i255 /64 /31 /50 /27 /28 /54
/55 /45 /44 /32 /i255 /55 /43 /28 /41 /65
Exhibit C
/0/1/2/3 /i255 /5 /3 /6 /7 /i255 /5/1/8/9 /5 /3 /0
/10 /11 /3 /12 /6 /10 /0 /13 /13 /14 /13 /i255 /10 /13 /10 /10 /3/1/9 /5 /15 /12 /9 /13/16/3/13 /i255 /17/1/12/8/18/19/i255 /20 /21 /22 /i255/23/13/10 /6 /i255 /24 /3 /9 /13 /i255 /10 /6 /12 /13 /13 /6 /6 /8 /13 /10 /2 /15 /7 /19 /i255 /25 /8 /9 /13 /i255 /26 /19 /i255 /27 /21 /27 /20 /28 /29 /30 /i255 /32 /33/34 /30 /i255 /35 /36 /i255 /37 /38 /37 /39 /36 /i255 /40 /34 /41 /42 /43/44/45/46 /i255 /40 /34 /41 /42 /43/44/45/47 /48 /42 /34 /45 /46 /i255/49/30/30 /47 /48 /34 /50 /i255 /51 /52 /53 /29 /48 /43 /47 /54 /46 /30 /30 /55 /30 /52 /i255 /53 /30 /54 /54 /48 /42 /34 /56 /i255 /42 /41 /i255 /47 /29 /30 /i255 /57 /42 /58 /48 /i255 /59 /48 /47 /60 /i255 /59 /42 /33 /34 /61 /48 /46 /i255 /62 /45/54 /61 /45 /34 /61 /30 /46/30 /58 /63
/64 /28 /28 /65 /53 /28 /66
/67/46/48 /55 /48 /45 /i255 /68 /45 /54 /29 /30 /58
/59 /48 /47 /60 /i255 /59 /46 /30 /43 /69
Exhibit D
/0/1/2/3 /i255 /5 /3 /6 /7 /i255 /5/1/8/9 /5 /3 /0
/10 /11 /12 /5 /3 /13 /0 /i255 /5 /3 /6 /7 /i255 /5/1/8/9 /5 /3 /0 /i255/14/12/12 /6 /3 /9 /15 /5 /13 /16 /9 /12/15/3/12 /i255 /17/1/16/8/14/18/i255 /19 /20 /21 /i255/22/12/10 /6 /i255 /11 /3 /9 /12 /i255 /10 /6 /16 /12 /12 /6 /6 /8 /12 /10 /2 /13 /7 /18 /i255 /23 /8 /9 /12 /i255 /24 /18 /i255 /25 /20 /25 /19 /26 /27/28 /29 /30 /30 /i255 /32 /33 /i255/34/35/36 /37 /35 /i255 /38 /i255 /39 /33 /30 /30 /i255 /28 /29 /30 /30 /40 /41 /37 /i255 /42 /43/37 /44 /45 /29 /30 /i255 /28 /45 /32 /46 /i255 /28 /33 /47 /48 /44 /45 /30 /i255/49/37/37 /32 /45 /48 /50 /i255 /33 /51 /i255 /52 /47 /48 /37 /i255 /53 /27 /i255 /54 /55 /54 /56 /57 /i255 /58 /29 /59 /i255 /44 /29 /30 /30 /37 /36 /i255 /32 /33 /i255 /33 /35 /36 /37 /35 /i255 /60 /46 /i255/61/29/46 /33 /35 /i255 /62 /35 /33 /i255 /40 /37/49/43/33 /35 /37 /i255 /28 /35 /29 /45 /50 /i255 /29 /32 /i255 /63/64 /55 /56 /29 /27/49/27
/62 /35 /37 /59 /37 /48/32 /64 /i255 /i255 /i255 /i255 /28 /33 /47 /48 /44 /45 /30 /i255/61/37 /49/60/37 /35 /i255 /65 /35 /37 /50/49/29/48 /57 /i255 /28 /33 /47 /48 /44 /45 /30 /i255/61/37 /49/60/37 /35 /i255 /66 /37 /43 /37 /67 /57 /i255 /29 /48 /36 /i255/61/29/46 /33 /35 /i255 /62 /35 /33 /i255 /40 /37/49/43/33 /35 /37 /i255 /28 /35 /29 /45 /50 /26 /60 /59 /37 /48/32 /64 /i255 /i255 /i255 /i255 /i255 /28 /33 /47 /48 /44 /45 /30 /i255/61/37 /49/60/37 /35 /i255 /68 /29 /69 /29 /48 /45 /59 /41 /45 /57 /i255 /29 /48 /36 /i255/61/29/46 /33 /35 /i255 /70 /33 /32 /41 /45 /26 /30 /59 /33 /i255 /62/35 /37 /59 /37 /48 /32 /64 /i255 /i255 /i255 /i255 /28 /45 /32 /46 /i255/61/29/48 /29 /50 /37 /35 /i255 /42 /44 /41 /58 /29 /60 /29 /47 /37 /35 /57 /i255 /28 /45 /32 /46 /i255 /26 /32 /32 /33 /35 /48 /37 /46 /i255/61/29/50 /36 /45 /44 /41 /57 /i255 /29 /48 /36 /i255 /28 /45 /32 /46 /i255 /28 /30 /37 /35 /69 /i255 /68 /29 /59 /41 /37 /36 /65 /27/26 /48 /48 /33 /47 /48 /44 /37/49/37/48 /32 /i255 /33 /51 /i255 /28 /30 /33 /59 /37 /36 /i255 /42 /37 /59 /59 /45 /33 /48 /29 /71/62 /47 /60 /30 /45 /44 /i255 /72/49/43/30 /33 /46/49/37/48 /32 /i255 /73 /i255 /39 /37 /50 /29 /35 /36 /45 /48 /50 /i255/34/48/37 /i255 /62 /33 /59 /45 /32 /45 /33 /48 /i255 /73 /i255 /28 /33 /48 /51 /37 /35 /37 /48 /44 /37 /i255 /58 /45 /32 /41 /i255 /62 /29 /47 /30 /i255 /74 /45/49/47/35 /29 /57 /i255 /33 /51 /i255 /26 /75 /37 /35 /46 /i255 /26 /59 /59 /33 /44 /45 /29 /32 /37/59 /57 /29 /48 /36 /i255 /70 /47/49/29/48 /i255 /39 /37 /59 /33 /47 /35 /44 /37 /59 /i255/61/29/48 /29 /50 /37 /35 /i255 /26 /36 /37 /30 /37 /i255 /62 /33 /59 /32 /i255 /39 /37 /50 /29 /35 /36 /45 /48 /50 /i255 /39 /37 /44 /35 /47 /45 /32/49/37/48 /32 /i255 /33 /51 /i255 /28 /45 /32 /46 /i255 /26 /32 /32 /33 /35 /48 /37 /46 /i255 /62 /47 /35 /59 /47 /29 /48 /32 /i255 /32 /33 /76/33/75 /37 /35 /48/49/37/48 /32 /i255 /28 /33 /36 /37 /i255 /77 /78 /79 /80 /78 /63 /i255 /81 /28 /26 /71 /28 /27/26 /36 /82 /33 /47 /35 /48 /i255 /32 /33 /i255 /28 /30 /33 /59 /37 /36 /i255 /42 /37 /59 /59 /45 /33 /48 /26 /32 /i255 /63 /64 /55 /79/i255 /29 /27/49/27/57 /i255/61/29/46 /33 /35 /i255 /62 /35 /33 /i255 /40 /37/49/43/33 /35 /37 /i255 /28 /35 /29 /45 /50 /i255 /29 /36 /82 /33 /47 /35 /48 /37 /36 /i255 /32 /41 /37 /i255/49/37/37 /32 /45 /48 /50 /i255 /32 /33 /i255 /29 /i255 /28 /30 /33 /59 /37 /36 /i255 /42 /37 /59 /59 /45 /33 /48 /i255 /32 /33 /i255 /36 /45 /59 /44 /47 /59 /59 /i255 /32 /41 /37 /i255 /29 /60 /33 /75 /37 /49/29/32 /32 /37 /35/27 /i255 /40 /41 /37 /i255 /28 /30 /33 /59 /37 /36 /i255 /42 /37 /59 /59 /45 /33 /48 /i255 /29 /36 /82 /33 /47 /35 /48 /37 /36 /i255 /29 /32 /i255 /83 /64 /55 /53 /i255 /29 /27/49/27 /84 /27/39 /37 /32 /47 /35 /48 /i255 /32 /33 /i255/34/43/37 /48 /i255 /42 /37 /59 /59 /45 /33 /48 /i255 /38 /i255 /84 /45 /59 /44 /30 /33 /59 /47 /35 /37 /i255 /33 /51 /i255 /26 /44 /32 /45 /33 /48 /26 /32 /i255 /83 /64 /55 /53/i255 /29 /27/49/27/57 /i255/61/29/46 /33 /35 /i255 /62 /35 /33 /i255 /40 /37/49/43/33 /35 /37 /i255 /28 /35 /29 /45 /50 /i255 /35 /37 /44 /33 /48 /75 /37 /48 /37 /36 /i255 /32 /41 /37 /i255 /28 /45 /32 /46 /i255 /28 /33 /47 /48 /44 /45 /30 /i255/49/37/37 /32 /45 /48 /50 /57 /i255 /29 /48 /36 /i255 /28 /45 /32 /46 /i255 /26 /32 /32 /33 /35 /48 /37 /46 /i255/61/29/50 /36 /45 /44 /41 /36 /45 /59 /44 /30 /33 /59/37 /36 /i255 /32 /41 /37 /i255 /51 /33 /30 /30 /33 /58 /45 /48 /50 /i255 /29 /44 /32 /45 /33 /48 /59 /27 /85 /32 /37/49/i255/28/86 /54 /29 /71 /i255 /58 /29 /59 /i255 /36 /45 /59 /44 /47 /59 /59 /45 /33 /48 /i255 /33 /48 /30 /46 /i255 /58 /45 /32 /41 /i255 /48 /33 /i255 /33 /32 /41 /37 /35 /i255 /35 /37 /43 /33 /35 /32 /29 /60 /30 /37 /i255 /29 /44 /32 /45 /33 /48 /27 /72 /27/26 /36 /82 /33 /47 /35 /48/49/37/48 /32
/40 /41 /37 /35 /37 /i255/60 /37 /45 /48 /50 /i255 /48 /33 /i255 /51 /47 /35 /32 /41 /37 /35 /i255 /60 /47 /59 /45 /48 /37 /59 /59 /i255 /32 /33 /i255 /44 /33/49/37/i255 /60 /37 /51 /33 /35 /37 /i255 /32 /41 /37 /i255 /28 /45 /32 /46 /i255 /28 /33 /47 /48 /44 /45 /30 /57 /i255 /32 /41 /37 /i255/49/37/37 /32 /45 /48 /50 /i255 /58 /29 /59 /i255 /29 /36 /82 /33 /47 /35 /48 /37 /36 /i255 /29 /32 /i255 /83 /64 /55 /53 /i255 /29 /27 /49/27 /26 /40 /40 /72 /42 /40 /64
/34/30/45 /75 /45 /29 /i255 /68 /29 /59 /41 /37 /36
/28 /45 /32 /46 /i255 /28 /30 /37 /35 /69
Exhibit E
AGENDA ITEM C-03

COUNCIL COMMUNICATION
APPROVED: _________________________________
Stephen Schwabauer, City Manager
\\pw
adc02\msc$\GROUP\ADMIN\Council\2023\06212023\Robertson-Bryan, Inc\CC Aeration Diffuser Approve Plans and Specs.doc 6/5/2023 AGENDA TITLE: Approve Plans and Specifications and Authorize Advertisement for Bids for Aeration Basin Diffuser System Project at White Slough Water Pollution Control Facility MEETING DATE: June 21, 2023
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Approve Plans and Specifications and Authorize Advertisement for Bids for Aeration Basin Diffuser System Project at White Slough Water Pollution Control Facility
BACKGROUND INFORMATION: There are six aeration basins measuring 30 feet wide, 135 feet long, and 18 feet deep at the White Slough Water Pollution Control Facility (WSWPCF). The basins are a part of the secondary treatment process that supply dissolved oxygen for the micro-organisms that work to reduce concentrations of nitrogen and ammonia in the wastewater.

The City’s existing aeration diffuser system has presented increasingly difficult maintenance and operational challenges for (WSWPCF) operations staff since its installation in 2007. In January 2021, RBI completed a technical memo, which recommended replacing the membrane diffuser panels with a system that utilizes an array of disk filters. This technology requires substantially less labor when performing maintenance operations and eliminates the need to employ a crane.

The scope of the project is replacing the existing membrane diffuser panels. Construction is expected to take approximately 24 months, depending on supply chain and material availability. The estimated project cost is between 3.3 million and 3.6 million.

Staff recommends approving Plans and Specifications and Authorize Advertisement for Bids for Aeration Basin Diffuser System Project at White Slough Water Pollution Control Facility FISCAL IMPACT: This project is necessary to minimize maintenance costs, maintain wastewater treatment compliance and to avoid potential fines and penalties from the State.

This does not impact the General Fund.

FUNDING AVAILABLE: Wastewater Plant Operating Fund (53053003.72450) ___________________
___________________
Andrew Keys
Deputy City Manager/Internal Services Director
___________________
____________
Charles E. Swimley, Jr.

Public Works Director
Prepared by Lance Roberts, Utilities Manager
CES/LR/cd
Attachment
AGENDA ITEM C-04

COUNCIL COMMUNICATION
APPROVED: ________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\PROJECTS\STORMDRN\CenturyDeBenedettiOutlet\CPSA-Award.docx 6/7/2023 AGENDA TITLE: Approve Plans and Specifications and Authorize Advertisement for Bids for Century DeBenedetti Storm Drain Outfall and Adopt Resolution Authorizing City Manager to Award Contract to Lowest Responsive Bidder ($350,000), Execute Change Orders ($50,000) and Appropriate Funds ($400,000)
MEETING DATE: June 21, 2023
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Approve plans and specifications and authorize advertisement for bids for Century DeBenedetti Storm Drain Outfall and adopt resolution authorizing City Manager to award Contract to lowest responsive bidder in an amount not-to-exceed $350,000, execute change orders not-to-exceed $50,000, and appropriate funds in the amount of $400,000.

BACKGROUND INFORMATION: As previously discussed with the City Council, there are a number of locations around town that were heavily impacted by the recent, historic rainfall events. Over the coming years staff plans to complete a variety of storm-related projects intended to reduce the impacts of future major storms. One of the areas most impacted is the area immediately adjacent to DeBenedetti Park (G-Basin), located at the southeast corner of Century Boulevard and Lower Sacramento Road.

This project will construct an additional storm drain outfall line into DeBenedetti Park from Century Boulevard at the northeast corner of the existing basin (see attached Exhibit A). This additional outfall will reduce the pressure on the main lines coming into DeBenedetti Park basin, which will reduce the likelihood of street flooding for all of the developments in its drainage area.

The plans and specifications are on file in the Public Works Department. The planned bid due date is July 19, 2023. The project estimate is $275,000. Staff’s intention is to complete this project prior to winter, and will provide a breakdown of the bids received at the time the project is accepted.

FISCAL IMPACT: This project will reduce local street flooding and staff response needed for this area during major storm events. This project will not impact the General Fund.

FUNDING AVAILABLE: Requesting appropriation:

W astewater Capital (53199000.77020): $400,000
______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director
_______________________________
Charles E. Swimley, Jr.

Public Works Director
P
repared by Sean Nathan, Senior Civil Engineer
CES/SN/cd
Attachments
cc: Andrew Richle, Utilities Superintendent
Century Blvd.

Carmel Cir.

Incline Dr.

Katnich Ln
Berlanda Ln.

Roualt W
y.

Sage W
y.

Vintage Oaks Ct
Raphael Wy.

Heavenly W
y.

Low
er Sacram
ento Rd.

DeBenedetti
Park
µ
0 200 400100
Feet
Exhibit A
Century DeBenedetti
Storm Drain Outfall
Legend
Proposed SD Outfall
Existing SD Pipes
Basins
Project Title: CIP List Proj #
Section I: Description District Nos: 5 Project Length Priority Section II: Estimated Project Costs
Expenditure Prior Years FY 21/22
Estimate
FY 22/23
Budget
FY 23/24 FY 24/25 FY 25/26 FY 26/27 Future Yrs Total
Internal Staff - $ 20,000 $ 20,000$ Contracts - $ 380,000 $ 380,000$
-$ -$
-$ -$
-$ -$
Total Capital Costs - $ - $ 400,000$ - $ - $ -$ -$ -$ 400,000$ Section III: Funding Sources/Methods of Financing
Funding Source(s) Prior Years FY 21/22
Estimate
FY 22/23
Budget
FY 23/24 FY 24/25 FY 25/26 FY 26/27 Future Yrs Total
531 - Wastewater Capital Outlay-$ 400,000 $ 400,000$ -$ -$
-$ -$
-$ -$
Total Project Financing -$ - $ 400,000$ - $ - $ -$ -$ -$ 400,000$ Capital Improvement Plan
FY 2022-2023
Additional Information
Additional outfall will reduce the pressure on the main lines comng from DeBenedetti which will reduce the likelihood of flooding Justification/factor driving project
Additional storm drain outfall line into DeBenedetti Park from Century Blvd. at the northeast corner of the existing basing.

Century/Debenedetti Storm Drain OutfallMunis Project Code:

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE

CITY MANAGER TO AWARD A CONTRACT TO THE LOWEST RESPONSIVE

BIDDER FOR CENTURY DEBENEDETTI STORM DRAIN OUTFALL AND
EXECUTE CHANGE ORDERS; AND FURTHER APPROPRIATING FUNDS
========================================================================

WHEREAS, one of the areas most impacted by recent historic rainfall events is the area immediately adjacent to DeBenedetti Park (G -Basin), located at the southeast corner of Century Boulevard and Lower Sacramento Road; and

WHEREAS, this project will construct an additional storm drain outfall line into DeBenedetti Park from Century Boulevard at the northeast corner of the existing basin; and

WHEREAS, staff recommends authorizing the City Manager to award a c ontract for Century DeBenedetti Storm Drain Outfall to the lowest responsive bidder, in an amount not to exceed $350,000; and

WHEREAS staff also recommends authorizing the City Manager to execute change orders in an amount not to exceed $50,000; and

WHEREAS, staff also recommends appropriating funds in the amount of $400,000 to the Wastewater Capital Fund (53199000.77020).

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to award a c ontract to the lowest responsive bidder for Century DeBenedetti Storm Drain Outfall in an amount not to exceed $350,000; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute change orders in an amount not to exceed $50,000; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby appropriate funds in the amount of $400,000 to the Wastewater Capital Fund (53199000.77020); and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Pr otocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
======================================================================== I hereby certify that Resolution No. 202 3-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-05

COUNCIL COMMUNICATION
APPROVED: _________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\PROJECTS\SIGNALS\PreventiveMaintenance\2023-2025\CC 2023-2025 Signal Preventative Maintenance Award.doc 6/7/2023 AGENDA TITLE: Adopt Resolution Approving Specifications and Authorizing City Manager to Execute Contract with St. Francis Electric, LLC, for 2023-2025 Traffic Signal Preventive Maintenance and Repair Program ($48,230)
MEETING DATE: June 21, 2023
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Adopt Resolution Approving Specifications and Authorizing City Manager to Execute Contract with St. Francis Electric, LLC, for 2023- 2025 Traffic Signal Preventive Maintenance and Repair Program ($48,230)
BACKGROUND INFORMATION: The contract includes providing preventive maintenance inspection services for approximately 55 City-maintained traffic signals and/or lighting systems. The specifications require the contractor to provide signal maintenance inspections at 120-day intervals and annually test the traffic signal conflict monitors.

The flashing beacons, lighted crosswalk signs/rectangle rapid flashing beacons at crosswalks will be inspected once per year. The contract also includes an allocation for maintenance of the backboards (paint or repair), as needed.

The preventive maintenance inspections are intended to ensure the traffic signal systems are reliable and to reduce both equipment failures and the City’s exposure to liability claims. The current maintenance contract will expire on June 30, 2023. The specifications are on file in the Public Works Department.

Staff utilized the California Uniform Construction Public Cost Accounting Act (Informal Bidding Procedures) to request informal bids from ten contractors who possess the C-10 Electrical Contractors license and have satisfied the requirements to be included on the City’s informal bidding list. Staff received 2 informal bids by the deadline as reflected on the bid summary (Exhibit A). The lowest bidder was St. Francis Electric, LLC with a total project cost of $48,230.

Staff recommends approving specifications for 2023-2025 Traffic Signal Preventive Maintenance and Repair Program; and authorizing City Manager to execute contract with St. Francis Electric, LLC, in the amount of $48,230.

FISCAL IMPACT: P reventative maintenance of the City’s traffic signal systems reduces the City’s exposure to liability claims.

FUNDING AVAILABLE: Measure K Capital Fund (30399000.77020) - $48,230 ____________________________ __________
Andrew Keys
Deputy City Manager/Internal Services Director
_______________________________
Charles E. Swimley, Jr.

Public Works Director
Prepared by Teri Mangrich, Engineering Technician
CES/DK/TM/cd
cc: U tility Superintendent
City od Lodi
Public Works Department
Informal Bids Tabulation  ‐ Bids Received on 5/15/2023 by 5 PM via email or mail Project: 2023‐2025 Traffic Signal Preventive Maintenance and Repair Program *St Francis Electric Bear  Electrical Solutions
San Leandro Alviso
Item Description Unit Locations Unit  Price Occurrences Unit  Price Total  Price Unit  Price Total  Price 1 Signal  Preventive Maintenance Inspections INSP 55 $105.00 6 $65.00 $21,450.00 $65.00 $21,450.00 2 Signal  Conflict Monitor Testing and Calibration CALIB 55 $105.00 2 $50.00 $5,500.00 $65.00 $7,150.00 3 Flashing  Beacon and Lighted Crosswalk Inspections INSP 23 $65.00 2 $30.00 $1,380.00 $20.00 $920.00 4 Test  Spare City‐Owned Conflict Monitors EA 8 $180.00 2 $25.00 $400.00 $20.00 $320.00 5 Paint  Signal Backplates EA 100 $150.00 N/A $50.00 $5,000.00 $50.00 $5,000.00 6 Replace  Signal Backplates EA 50 $160.00 N/A $50.00 $2,500.00 $115.00 $5,750.00 7 Emergency  Crew Response HR 24 $600.00 N/A $500.00 $12,000.00 $345.00 $8,280.00 Total Bid $48,230.00 $48,870.00
Subcontractor List None None

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL APPROVING THE SPECIFICATIONS

AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ST. FRANCIS ELECTRIC, LLC, OF SAN LEANDRO, FOR 2023-2025 TRAFFIC

SIGNAL PREVENTIVE MAINTENANCE AND REPAIR PROGRAM
========================================================================

WHEREAS, this contract includes providing preventive maintenance inspection services for approximately 55 City-maintained traffic signals and/or lighting systems; and

WHEREAS, staff utilized the California Uniform Construction Public Cost Accounting Act (Informal Bidding Procedures) to request informal bids from ten contractors who possess the C-10 Electrical Contractors license and have satisfied the requirements to be included on the City’s informal bidding list; and

WHEREAS, staff received two informal bids by the deadline as reflected on the bid summary and t he lowest bidder was St. Francis Electric, LLC , with a total project cost of $48,230; and

WHEREAS, staff r ecommends approving the specifications for the 2023-2025 Traffic Signal Preventive Maintenance and Repair Program and authorizing the City Manager to execute a contract with St. Francis Electric, LLC, in the amount of $48,230.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve the specifications for the 2023-2025 Traffic Signal Preventive Maintenance and Repair Program; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby authoriz e the City Manager to execute a contract with St. Francis Electric, LLC, of San Leandro, California, in the amount of $48,230; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
======================================================================== I hereby certify that Resolution No. 202 3-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-06

COUNCIL COMMUNICATION
APPR
OVED: ________________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\PROJECTS\STREETS\LOWER SACRAMENTO\Lower Sacramento Resurfacing 2023\CAward.doc 6/8/2023 AGENDA TITLE: Adopt Resolution Awarding Contract for Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction of Stockton ($1,479,835), Authorize City Manager to Execute Change Orders ($100,000), and Appropriate Funds ($150,000) M
EETING DATE: June 21, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt resolution awarding Contract for Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction of Stockton, in the amount of $1,479,835, authorize City Manager to execute change orders in the amount of $100,000, and appropriate funds in the amount of $150,000.

B
ACKGROUND INFORMATION: This project includes localized pavement repair, resurfacing of the pavement, and replacing the traffic striping. The project limits will include Lower Sacramento Road (from Kettleman Lane to Turner Road).

Low
er Sacramento Road was last reconstructed in 2000 with an open-graded rubberized asphalt mix. In 2020, 92,000 square feet of pavement was repaired to prolong the structural integrity. While most of the road still has plenty of structural integrity, the road’s top layer is chipping off, creating an uneven driving surface. This project will create a smoother and quieter driving surface while prolonging the life of the road.

Spec
ifications for this project were originally approved on April 19, 2023. On May 10, 2023, the City received the following five responsive bids.

B
idder Location Bid Above/(Below)
Estimate
Engineer’s Estimate $ 2,315,700.00
Knife River Stockton $ 1,479,835.00 $ (835,865.00)
George Reed Modesto $ 1,574,350.00 $ (741,350.00)
All American Construction Live Oak $ 1,698,270.00 $ (617,430.00) Unite Pavement Maintenance Houghson $2,006,011.00 $ 309,689.00 B&M Builders Rancho Cordova $ 2,470,275.00 $ 154,575.00 St
aff recommends adopting a resolution awarding Contract for Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction of Stockton, in the amount of $1,479,835, authorizing City Manager to execute change orders in the amount of $100,000, and appropriate funds in the amount of $150,000
F
ISCAL IMPACT: This project does not impact the General Fund.

Adopt Resolution Awarding Contract for Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction of Stockton ($1,479,835), Authorize City Manager to Execute Change Orders ($100,000), and Appropriate Funds ($150,000) June 21, 2023

Page 2 ends

\\cvcfilv02\pubwks$\WP\PROJECTS\STREETS\LOWER SACRAMENTO\Lower Sacramento Resurfacing 2023\CAward.doc 6/8/2023 FUNDING AVAILABLE:

Gas Tax (30299000.77020):

Budgeted: $1,500,000

Requested Appropriation: $ 150,000
Total: $ 1,650,000

______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________
Charles E. Swimley, Jr.

Public Works Director
Prepared by Alice Bernardino, Associate Civil Engineer
CES/AB/cd
Attachments

cc: Utility Superintendent
Knife River

Project Title: #179
District Nos: 1 Project Length 7/22-6/23 Priority
Expenditure Prior Years FY 21/22
Estimate
FY 22/23
Budget
FY 23/24 FY 24/25 FY 25/26 FY 26/27 Future Yrs Total
Contracts - $ 1,550,000 $ 1,550,000$
Internal Staff - $ 100,000 $ 100,000$ -$ -$
-$ -$
-$ -$
Total Capital Costs - $ - $ 1,650,000$ - $ - $ -$ - $ - $ 1,650,000$ Funding Source(s) Prior Years FY 21/22
Estimate
FY 22/23
Budget
FY 23/24 FY 24/25 FY 25/26 FY 26/27 Future Yrs Total
304 - Gas Tax 2031 - $ 1,650,000 $ 1,650,000$ -$ -$
-$ -$
-$ -$
Total Project Financing -$ - $ 1,650,000$ - $ - $ -$ - $ - $ 1,650,000$ Section II: Estimated Project Costs
Section III: Funding Sources/Methods of Financing
Capital Improvement Plan
FY 2022-2023
Additional Information
This project will extend of pavement life and improve the ride quality of Lower Sacramento Road.

Justification/factor driving project
Remove and replace the rubberize open grade asphalt concrete pavement on Lower Sacramento Road from Kettleman Lane to Turner Road.

Lower Sacramento Road Street ImprovementMunis Project Code:

Section I: Description
RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AWARDING THE CONTRACT

FOR THE LOWER SACRAMENTO ROAD RESURFACING PROJECT TO
DSS COMPANY, DBA KNIFE RIVER CONSTRUCTION, OF STOCKTON; AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDERS; AND

FURTHER APPROPRIATING FUNDS
========================================================================

WHEREAS, this project includes localized pavement repair, resurfacing of the pavement, and replacing the traffic striping within the project limits of Lower Sacramento Road from Kettleman Lane to Turner Road; and

WHEREAS, plans and specifications for this project were approved on April 19, 2023.

On May 10, 2023, the City received the following five responsive bids:

Above/(Below)
Bidder Location Bid Estimate
Knife River Stockton $ 1,479,835 $ (835,865)
George Reed Modesto $ 1,574,350 $ (741,350)
All American Construction Live Oak $ 1,698,270 $ (617,430) United Pavement Maintenance Hughson $ 2,006,011 $ 309,689 B&M Builders Rancho Cordova $ 2,470,275 $ 154,575

WHEREAS, staff recommends awarding the contract for the Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction, of Stockton, in the amount of $1,479,835; and

WHEREAS, staff further recommends authorizing the City Manager to execute change orders in an amount not to exceed $100,000; and

WHEREAS, staff further recommends appropriating funds in the amount of $150,000 to the Gas Tax Fund (30299000.77020).

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby award the contract for the Lower Sacramento Road Resurfacing Project to DSS Company, dba Knife River Construction, of Stockton, California, in the amount of $1,479,835; and

BE IT FURTHER RESOLVED that th e Lodi City Council does hereby authorize the City Manager to execute the contract and change orders in an amount not to exceed $100,000; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby appropriate funds in the amount of $150,000 to the Gas Tax Fund (30299000.77020); and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019- 223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
=======================================================================

I hereby certi fy that Resolution No. 2023-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-_____
AGENDA ITEM C-07

COUNCIL COMMUNICATION
APPROVED: ________________________________
Stephen Schwabauer, City Manager
6/ 7/2023
\\pwadc02\msc$\GROUP\ADMIN\Council\2023\06212023\SCA of CA, LLC\CC Sweeper Services revised.docx AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with SCA of CA, LLC for Street Sweeping Services ($73,000)
M
EETING DATE: June 21, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt resolution authorizing City Manager to execute Amendment No. 2 to SCA of CA, LLC for street sweeping services in the amount of $73,000.

B
ACKGROUND INFORMATION: Street sweeping is a regular maintenance activity performed by the City’s Streets and Drainage Division. The City optimized efficiency by adjusting sweeping frequency based on the volume of debris and solids recovered. Through this process, the City has found it to be most effective and cost efficient to use one sweeper truck and operator to sweep most every street once a month, or as needed. This schedule has been maintained since May 2012.

I
n addition to the aesthetics of clean streets, sweeping is identified as one of the best management practices (BMPs) for implementing a successful stormwater management program. The State-mandated Small Municipal Separate Storm Sewer Systems (Order No. 2003-0005-DWQ) also known as the Phase II NPDES General Permit requires the City to develop and implement a Storm Water Management Program that includes pollution prevention and good housekeeping. Street sweeping plays an essential role in ensuring permit compliance.

O
ver the last several years the City has seen significant growth in new development. Staff has been able to marginally absorb sweeping the newly constructed developments utilizing regularly scheduled overtime. As more street miles are constructed, the current sweeping frequency cannot be sustained with the existing staff levels and service expectations.

I
n August 2020, Staff issued a request for proposals to supplement in-house street sweeping. The bid for service included the rate per curb mile at 50 curb miles, once per month. Staff received two proposals in which SCA of CA, LLC (formerly CleanStreet) was the low bidder. The original Professional Services Agreement, included a two-year term commencing October 2020 with up to two, one-year extensions, including price increases not exceeding the Consumer Price Index (CPI) for the West Region, Urban, unadjusted. The maximum increase in any year shall not exceed five percent. Either party may cancel the agreement upon 90 days written notice.

SC
A of CA, LLC has established a superb reputation for providing the highest quality street sweeping services in the industry. Currently, SCA of CA, LLC is under contract with a number of agencies in Northern California including the County of Sacramento, City of Pleasanton, and the City of Cupertino.

Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with SCA of CA, LLC for Street Sweeping Services ($73,000) June 21, 2023

Page 2 ends

\\pwadc02\msc$\GROUP\ADMIN\Council\2023\06212023\SCA of CA, LLC\CC Sweeper Services revised.docx 6/7/2023

In July of 2022, Amendment No. 1 extended the term through June 30, 2023 and formally changed the name to SCA of CA, LLC. Amendment No. 2, if approved will add $73,000 to the contract and extend the term through June 30, 2024.

Staff recommends authorizing City Manager to execute Amendment No. 2 with SCA of CA, LLC for street sweeping services, in the amount of $73,000.

FISCAL IMPACT: These services will directly impact the general fund. If these services are not obtained, a portion of City streets will not receive the same service levels.

FUNDING AVAILABLE: Street Cleaning Operating Fund (30156003.72499) - $73,000

______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________
Charles E. Swimley, Jr.

Public Works Director
Prepared by Jesse Barnett, Street Superintendent
CES/JB/tr
Attachments

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE

PROFESSIONAL SERVICES AGREEMENT WITH

SCA OF CA, LLC, OF GARDENA, FOR STREET SWEEPING SERVICES ========================================================================

WHEREAS, street sweeping is a regular maintenance activity performed by the City’s Streets and Drainage Division; and

WHEREAS, over the last several years , the City has seen significant growth in new development and the current sweeping frequency c ould not be sustained with the existing staff levels and service expectations; and

WHEREAS, in October 2020, the City entered into a Professional Services Agreement with SCA of CA, LLC (formerly CleanStreet) to supplement in- house street sweeping through June 30, 2022; and

WHEREAS, Amendment No. 1 extended the term through June 30, 2023 and formally changed the name to SCA of CA, LLC; and

WHEREAS, staff recommends authorizing the City Manager to execute Amendment No. 2 with SCA of CA, LLC , for street sweeping services, extending the term through June 30, 2024, in the amount of $73,000.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 2 to th e Professional Services Agreement with SCA of CA, LLC, of Gardena, California, for street sweeping services, in the amount of $73,000, thereby extending the term through June 30, 2024; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
======================================================================== I hereby certify that Resolution No. 202 3-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-08

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute Amendment No. 3 to the Professional Services Agreement with NJ Associates, Inc., of Lodi, for a Transitional and Supportive Housing Project Design Development, Construction Documents, Bid Documents, and Construction Administration in an Amount Not to Exceed $95,000
M
EETING DATE: June 21, 2023
P
REPARED BY: Community Development Director
RE
COMMENDED ACTION: Adopt resolution authorizing the City Manager to execute Amendment No. 3 to the Professional Services Agreement with NJ Associates , Inc., of Lodi, a transitional and supportive housing project entire site d esign development, construction d ocuments, bid documents, and construction administration in an amount not to exceed $95,000.

B
ACKGROUND INFORMATION: On December 01, 2021, City Council authorized the City Manager to enter into a professional services agreement of NJ Associates, Inc. (NJA) for related architectural design services.

On October 19, 2022, City Council authorized the execution of Amendment No. 1 for the development of the Access Center construction/bid documents, and construction administration. On April 19, 2023, City Council authorized the execution of Amendment No. 2 for the complete Access Center Project Design and Development including the Training Center. On April 26, 2023, the San Joaquin County Health Commission awarded the City $3,000,000 to execute a transitional and supportive housing project at 22 South Main Street. On June 7, 2023, the City Council accepted the funds. As NJA has been working with the Community Development Department on affordable housing conceptual designs for South Main Street, they are uniquely qualified to provide the necessary services and work product that meets our needs within the timelines provided.

S
taff recommends that the City Council adopt a resolution authorizing the City Manager to execute Amendment No. 3 to the Professional Services Agreement with NJ Associates, Inc., of Lodi, for a transitional and supportive housing project design development, construction documents, bid documents, and construction administration in an amount not to exceed $95,000.

T
otal contract not to exceed amount will be $1,075,000.

ST
RATEGIC PRIORITY ADDRESSED: Strategic Milestone 4- C, ensuring continued progress towards Regional Housing Needs Assessment (RHNA)
Goals
Adopt Resolution for NJA PSA Amendment No.3
June 21, 2023

Page 2 of 2 ends

FISCAL IMPACT: The HPSJ Grant will provide $ 3,000,000 in funds for the Acquisition and development of transitional and affordable housing.

FUNDING AVAILABLE: Expenditures: 35599000.77020 $95,000

______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_____________________________________
John R. Della Monica, Jr.

Community Development Director

Attachments: Amendment No. 3 to NJ Associates, Inc. Professional Services Agreement

22 SOUTH
MAIN

SERVICES AGREEMENT
2 ARCHITECTURAL SERVICES
DATE May 25th, 2023
CLIENT City of Lodi
221 W Pine Street
Lodi Ca 95240
PROJECT Star Hotel
LOCATION 22 S Main Street
Lodi Ca 95240
SERVICE NJ Associates, Inc. DBA (NJA & NJA Architecture) PROVIDER Licensed Architect John Vierra (License No. C35199) Licensed Architect Nick Seward (License No. C38947)

1.1 PROJECT SCOPE
• Tenant Improvements
• (N) 2 Story Elevator
• (N) Storefront entry
• (N) Entry lobby
• Remodel of existing stair landing
• (N) Common area with sink, appliance counter top, cabinets, and vending machine • (N) 4 Shower stalls meeting ADA requirements
• Abandon (4) existing showers to create (4) single use restrooms only • Satisfying minimum percentage ADA requirements for sleeping units • (N) Mechanical distribution to newly program areas

1.2 TASK #1: SCHEMATIC DESIGN
• (2) Client meetings to review and discuss design
• Verify existing building conditions
• Floor plan & elevations
• Our proposal includes a maximum of two (2) revisions for this Task

1.3 TASK #2: DESIGN DEVELOPMENT
• (2) Client meetings to review and discuss design
• Develop floor plan in accordance with the necessary code requirements • Develop exterior elevations
01 3
• Coordination with the following design consultants: structural, mechanical, plumbing and electrical
• Our proposal includes a maximum of two (1) revision for this Task

1.4 TASK #3: CONSTRUCTION DOCUMENTS
• (2) Client meetings to review the construction documents • Cover sheet with project information, code analysis, vicinity map & general notes • Architectural plans to include:
• Site plan
• Floor plans
• Reflected ceiling plan
• Roof plan (if needed)
• West exterior elevation
• Building and wall sections as required
• Door, window and finish scheduled
• Architectural details as required
• Life safety plan
• Accessibility requirements and details
• Signage requirements and details
• Calgreen required measures
• Outline sheet specifications
• Structural plans, details and calculations as required • Mechanical plans, details and calculations as required • Plumbing plans, details and calculations as required
• Electrical plans, details and calculations as required • Title 24 energy calculations
• Plan check revisions as required
• Budget estimate (1 time)

1.5 TASK #4: BIDDING & NEGOTIATION
• Bidding and negotiation will be provided and billed on a T&M basis • Prepare bidding documents with client
• RFI responses
• Prepare and issue Addendum’s to the Construction Documents as required ARCHITECTURAL SERVICES01
4 1.6 TASK #5: CONSTRUCTION ADMINISTRATION
• Construction administration will be provided and billed on a T&M basis • Submittal reviews
• RFI responses
• Prepare and issue ASI’s as required
• Site visits as required

1.7 ARCHITECTURAL SERVICES NOT PROVIDED
• Changes in the project’s program defined in 1.1 Project Scope • Fire sprinkler plan / fire alarm (to be provided by design-build subcontractor during construction)
• Geotechnical or any Survey (if required)
• Civil Engineering
• Landscape Architecture
• Hazardous material reports and abatement if necessary • Joint trench design
• Solar design and engineering
• EV charging stations and engineering
• Signage design and signage permit
• Furniture and equipment design and engineering
• Public water service design & engineering
• Any governmental fees required by this work
• Full cost breakdown of construction
• NJA cannot assume responsibility for construction means, methods, techniques, sequences or procedures, safety precautions, programs connected with the work, or for acts and omissions by the Contractor, subcontractors, or others.

ARCHITECTURAL SERVICES01
5 CONTRACT SERVICES PROVIDED
TASK #1: SCHEMATIC DESIGN
- ARCHITECTURAL
- STRUCTURAL
- MECHANICAL & PLUMBING
- ELECTRICAL
$8,000
$1,500
$2,800
$1,600
$13,900
TASK #2: DESIGN DEVELOPMENT
- ARCHITECTURAL
- STRUCTURAL
- MECHANICAL & PLUMBING
- ELECTRICAL
$12,000
$2,250
$4,200
$2,400
$20,850
TASK #3: CONSTRUCTION DOCUMENTS
- ARCHITECTURAL
- STRUCTURAL
- MECHANICAL & PLUMBING
- ELECTRICAL
$18,000
$4,375
$6,300
$3,600
$32,275
TOTAL FOR ABOVE SERVICES $67,025
TASK #4: BIDDING & NEGOTIATION (BILLED HOURLY) $10,000 (ALLOWANCE) TASK #5: CONSTRUCTION ADMINISTRATION (BILLED HOURLY) $15,000 (ALLOWANCE)

2.1 COST BREAKDOWN
FEE SCHEDULE02
6 2.2 PAYMENT SCHEDULE
Balance will be invoiced monthly on progress to date
Final drawings will be issued to Client upon receipt of payment of remaining balance

2.3 ADDITIONAL SERVICES
At the request of Client, NJA shall provide additional services not included in the Architectural Services specified above. Additional services shall be provided on an hourly basis in accordance with the following hourly rate, and shall be billed on a monthly basis:

Principal/Owner $210/hour
Senior Project Designer/Manager $195/hour
Project Architect/Manager $175/hour
Project Designer $155/hour
Architectural Staff Level 2 $110/hour
Architectural Staff Level 1 $90/hour
Admin Staff $75/hour
Note: Amendments to Article 2.2 Payment Schedule will be updated at the time of approved additional services if any.

FEE SCHEDULE02
7 2.4 REIMBURSABLE EXPENSES
NJA shall be compensated for reimbursable expenses such as reproductions and postage. 24 x 36 Black & White $5.00 ea.

8.5 x 11 Color $0.50 ea.

8.5 x 11 Black & White $0.25 ea.
12 x 18 Color $2.00 ea.
12 x 18 Black & White $1.00 ea.
11 x 17 Color $1.00 ea.
11 x 17 Black & White $0.75 ea.

Client Meetings: A total of (6) client meeting(s) (and/or site visits) are included in the flat fee.

Any meeting or site visit exceeding the amount specified will be billed a minimum of 1 hour at an hourly rate per Article 2.3 Additional Services.

Any invoice amounts disputed in good faith by Client and the reasons therefore will be reported to NJA within five (5) calendar days after receipt of the applicable invoice, and Client and NJA agree to work diligently to resolve the dispute within ten (10) calendar days of NJA’s receipt of the notice of dispute from Client.

Payments are due and payable within (30) calendar days of Client’s receipt of NJA’s invoice.

Undisputed amounts unpaid (30) calendar days after the invoice date shall bear interest from the date payments are due at a rate of 10% per annum (.833% per month), or the maximum amount allowed by applicable law.

FEE SCHEDULE02
12 EXHIBIT ‘A’

RESOLUTION NO. 2023-_____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT WITH NJ ASSOCIATES, INC., OF LODI, FOR A

TRANSITIONAL AND SUPPORTIVE HOUSING PROJECT DESIGN

DEVELOPMENT, CONSTRUCTION DOCUMENTS, BID DOCUMENTS, AND

CONSTRUCTION ADMINISTRATION
========================================================================

WHEREAS, the Community Development Department, ha d a need for architectural design services for special projects including, but not limited to, the Access Center and Emergency Shelter. NJ Associates, Inc., has been fundamental in several key projects and has been working with staff since the inception of the those projects; and

WHEREAS, on December 1, 2 021, City Council authorized the City Man ager to enter into a Professional Services A greement with NJ Associates, Inc. , in an amount not to exceed $125,000, and authorized Amendment No. 1 on October 19, 2022 , and Amendment No. 2 on April 19, 2023; and

WHEREAS, on April 26, 2023, the San Joaquin County Health Commission awarded the City $3,000,000 to execute a transitional and supportive housing project at 22 South Main Street, and on June 7, 2023, the City Council accepted the funds; and

WHEREAS, staff r ecommends that the City Council authorize the City Manager to execute Amendment No. 3 to the Professional Services Agreement with NJ Associates, Inc., of Lodi, a C alifornia Corporation in an amendment amount not to exceed $9 5,000 and total contract amount not to exceed $1,075,000.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute A mendment No. 3 to the Professional S ervices Agreement with NJ Associates, Inc. , of Lodi, a California Corporation, in a n amount not to exceed $9 5,000 for a transitional and supportive housing project design development, construction documents, bid documents, and construction administration; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted November 6, 20 19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
========================================================================

I hereby certi fy that Resolution No. 202 3-_____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk
2023-______
AGENDA ITEM C-09

COUNCIL COMMUNICATION
APPROVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt A Resolution Authorizing City Manager to Execute Amendment No. 1 to the Three-Year Professional Service Agreement with Five Optional One -Year Extensions with A1 Protective Services, LLC , of Rancho Cordova, for Security Services to Add the Lodi Safety Ambassador Program in an Amount not to Exceed ($815,000)
MEETING DATE: June 21, 2023
PREPARED BY: Community Development Director
RECOMMENDED ACTION: Adopt a resolution authorizing City Manager to execute amendment No. 1 to the three-year profess ional service agreement with five optional one -year extensions with A1 Protective Services, LLC, of Rancho Cordova , for security services to add the Lodi Safety Ambassador Program in an amount not to exceed ($815,000).

BACKGROUND INFORMATION: The City currently has a contract for Lodi Safety Ambassador Program with the Downtown Stockton Alliance to provide
neighborhood safety patrol adjacent to the Access Center and key areas within a specified route. The initial agreement terminates on June 30, 2023.

The Downtown Stockton Alliance has informed the City they will not be renewing services at this time.

On May 17, 2023 the City Council selected A1 Protective Services (A1) as the new security contractor to provide services at several City sites. Community Development staff met with A1 and explained the Ambassador Program and scope of services needed as outlined below and A1 felt they could provide the services outlined as they provide similar services in other communities and expressed interest in taking on the program.

The Safety Ambassador Program provides a multitude of services including:
• Patrol area identified in Attachment A1 of the Professional Services Agreement • Interacting with unsheltered person and providing resources for assistance • Provide hospitality services by interacting with pedestrians in a polite and professional manner, helping offer information and directions
• Identify, report, and correct conditions that adversely impact the assigned patrol route • Record the time, location, and nature of activities that are unusual, suspicious, or illegal activities and report to the appropriate agency and supervisor
A1 PSA Amendment No. 1 – Lodi Safety Ambassador Program Services June 21, 2023 Regular City Council Meeting

Page 2 of 2 ends

o Ambassadors will be required to have knowledge of local ordinances such as trespassing, panhandling, and other similar incidents that could occur within their route.

A1 specializes in municipalities and government agencies, currently servicing agencies such as the City and County of San Francisco, the City of West Sacramento, the County of Sacramento and Sacramento Sewer and Sanitation District. They offer direct contact with a 24/7 dispatch center to service all of the City of Lodi’s needs. A1 has committed to a strong local presence, including a locally based account manager occupy a small local office.

Annual Fee Structure as follows for the initial 3-year term:

Access Center – Safety
Ambassador Program
Year 1 $ 259,000
Year 2 $ 272,000
Year 3 $ 284,000
Total $815,000

Staff recommend s that the City Council a dopt a resolution authorizing City Manager to execute amendment No. 1 to the three -year professional service agreement with five optional one -year extensions with A1 Protective Services, LLC, of Rancho Cordova, for security services to add the Lodi Safety Ambassador Program in an amount not to exceed ($815,000).

STRATEGIC PRIORITY ADDRESSED: Strategic Milestone 1-D, protect and promote the use of public facilities, including the library, public safety building, and the city administration building.

FISCAL IMPACT: Costs for the Lodi Ambassador Program is included the City’s Fiscal Year 2023/24 budget and will be included in subsequent budget cycles.

FUNDING AVAILABLE: 35599000.77020

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________
John R. Della Monica, Jr.

Community Development Director

Attachments:

1. Amendment No.1 to A1 Protective Services Professional Services Agreement

PPO# 15122 A1 Protective Services
11060 White Rock Rd. Suite 280 Rancho Cordova, CA 95670 Phone: (916) 421 -3000 Fax: (916) 421-3700 City of Lodi – Security Services 2023

SAFETY AMBASSADOR
Scope of Work
This is the scope of work for the Ambassador Program Services for the Security Officers • Provide (1) Unarmed Security Guard 24 hours a day 365 days a year, • Provide vehicle patrol check points for the 45 designated locations • Provide visible uniformed patrol within designated area • Deter any unwanted or undesirable behavior within designated area • Will be polite and professional at all times
• Will adhere to local municipal codes with the City of Lodi • Work independently from and the ability to work closely with the Lodi Police Department
• Answer and respond to merchant calls
• Exercise self-control when dealing with distraught, disturbed, disabled, irate and intoxicated individuals. Handle stressful situations in a reasonable manner. • Attend relevant trainings provided by the Lodi Police Department with the goal of building knowledge and rapport.
• Will adhere to all approved City of Lodi request.
• City of Lodi provided vehicle(s) along with fuel and required maintenance, will remain the responsibility of the City of Lodi.

Attachment A & B

Exhibit A1

Exhibit A

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE
PROFESSIONAL SERVICES AGREEMENT WITH A1 PROTECTIVE

SERVICES, LLC, OF RANCHO CORDOVA, FOR SECURITY SERVICES TO

ADD THE LODI SAFETY AMBASSADOR PROGRAM
========================================================================

WHEREAS, the City Council approved 710 N orth Sacramento Street as the location for the Access Center on October 6, 2021 per Resolution No. 2021-273, and the City is developing a permanent Access Center Emergency Shelter . T he City opened the temporary emergency shelter on July 22, 2023; and

WHEREAS, the City contracted with Downtown Stockton Alliance to develop and operate the Lodi Safety Ambassador Program , but the Downtown Stockton Alliance will not be renewing the contract which expires June 30, 2023; and

WHEREAS, the City contract with A1 Protecti ve Services begins July 1, 2023, and staff evaluated A1 Protective Services’ ability to provide safety services for the temporary emergency shelter and the Access Center; and

WHEREAS, A1 Protective Services is willing and able to take on the Lodi Ambassador program and ensure continuity of services; and

WHEREAS, staff recommends the City Council authorize the Ci ty Manager to execute Amendment No. 1 to the Professional S ervices Agreement with A1 Protective Services, LLC, of Rancho Cordova, for security services to add the Lodi Safety Ambassador Program in an amount not to exceed $815,000.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute A mendment No. 1 to the three- year P rofessional Services Agreement, with five optional one- year extensions, with A1 Protective Services, LLC, of Rancho Cordova, California, for security services to add the Lodi Safety Ambassador Program, in an amount not to exceed $815,000 over the three-year term; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
========================================================================

I hereby certi fy that Resolution No. 202 3-_____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk
2023-______
AGENDA ITEM C-10

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Approving Contract with Lodi Unified School District to Provide After School Staff Support for the Bridge Program at Three Locations During School Year 2023/2024 ($274,002)
MEETING DATE: June 21, 2023
P
REPARED BY: Parks, Recreation and Cultural Services Director RE
COMMENDED ACTION: Adopt resolution approving contract with Lodi Unified School District to provide after school staff support for the Bridge program at three locations during school year 2023/24 in the amount of $274,002.

B
ACKGROUND INFORMATION: Lodi Unified School District (LUSD) is the recipient of a state After School Education and Safety (ASES) Program grant, which provides funds for after school enrichment for K-8 students participating in LUSD’s Bridge Program.

The California Department of Education grant, funded by Proposition 49 (2002), requires a recreational component for students at participating sites. LUSD has contracted with the City (sub-recipient) to provide these services for the past 16 years, and has negotiated an agreement for the Parks, Recreation and Cultural Services Department (PRCS) to do so again for the school year 2023/24.

The three (3) sites are Heritage, Houston, and Victor elementary schools. An additional Community Based Organization (CBO) has been chosen to operate the other twelve (12) school sites previously operated under the PRCS Bridge Program. LUSD’s other elementary schools in Lodi do not qualify for this grant funding and are part of the newly funded Expanded Learning Opportunities Program.

Aside from slight annual increases in employee costs (mandated increases) the contract terms are unchanged from the previous year.

The revenue and expenses related to this program were included in the FY24 Council adopted budget (June 7, 2023).
.

Adopt Resolution Approving Contract with Lodi Unified School District to Provide After School Staff Support for the Bridge Program at Three Locations During School Year 2023/2024 ($274,002) June 21, 2023

Page 2 ends

FISCAL IMPACT: PRCS costs are covered under the terms of the contract.

FUNDING AVAILABLE: Per agreement with Lodi Unified School District and FY24 budget.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________________
Christina Jaromay
Parks, Recreation and Cultural Services Director

CJ/LJ:tl

cc: City Attorney

Attachment

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL APPROVING A CONTRACT

WITH LODI UNIFIED SCHOOL DISTRICT TO PROVIDE AFTER SCHOOL

STAFF SUPPORT FOR THE BRIDGE PROGRAM AT THREE LOCATIONS DURING SCHOOL YEAR 2023/2024
========================================================================

WHEREAS, the Lodi Unified School District (LUSD) is the recipient of a state After School Education and Safety (ASES) Program grant, which provides funds for after school enrichment for K-8 students participating in LUSD’s Bridge Program; and

WHEREAS, LUSD has contracted with the City (sub- recipient) to provide these services for the past 14 years and has negotiated an agreement for the Parks, Recreation and Cultural Services Department (PRCS) to do so again for the school year 2023/24; and

WHEREAS, PRCS will offer after school programs by facilitating daily homework assistance and by providing student enrichment and physical activities at three schools in Lodi, including Heritage, Houston, and Victor Elementary Schools, when school gets out until 6:00 p.m. on scheduled school days.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a contract in the amount of $ 274,002 between Lodi Unified School District (Grantee) and the City of Lodi (Sub-recipient) to provide the Bridge Program at three (3) schools during school year 2023/24; and

BE IT FURTHER RESOLVED pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
========================================================================

I hereby certify that Resolution No. 2023-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-11

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Approving Contract with Lodi Unified School District to Provide After School Staff Support for an After School Program at Four School Sites During School Year 2023/2024 ($536,032)
MEETING DATE: June 21, 2023
P
REPARED BY: Parks, Recreation and Cultural Services Director RE
COMMENDED ACTION: Adopt resolution approving contract with Lodi Unified School District to provide after school staff support for an After School Program at four school sites during school year 2023/24 in the amount of $536,032.

B
ACKGROUND INFORMATION: PRCS has operated fee-based after school programs (ASP) at four schools in Lodi in the past, funded solely by participant registration and program fees. Program fees supported staff hours and program materials and supplies. Enrollment in ASP was averaged thirty (30) participants per site post-COVID.

T
he Lodi Unified School District (LUSD) is the recipient of the California Department of Education’s Extended Learning Opportunities Program (ELO-P) which provides funding for afterschool and summer school enrichment programs for transitional kindergarten through sixth grade. “Expanded learning” means before school, after school, summer, or intersession learning programs that focus on developing the academic, social, emotional, and physical needs and interests of pupils through hands-on, engaging learning experiences. It is the intent of the California Legislature that expanded learning programs are pupil-centered, results driven, include community partners, and compliment, but do not replicate, learning activities in the regular school day and school year.

PRCS will offer after school learning programs by facilitating daily homework assistance, and by providing student enrichment and physical activities at four (4) schools in Lodi including Lakewood, Larson, Reese and Vinewood elementary schools when school gets out until 6:00 p.m. on scheduled school days. Through the funded ELO-P, the Lodi Unified School District will reimburse the City of Lodi at a daily, per-student rate to cover administrative oversight, staff training and program hours, and supplies and materials. Funding stipulations include 50% of the student enrollment be based upon students currently enrolled in the free and reduced lunch program, EL students, homeless students and children in foster care. The LUSD will work with the City to ensure the criteria is met by exposing the ASP programs to its student population in these categories. Enrollment is expected to reach its sixty (60) participant maximum at all four (4) sites.

Adopt Resolution Approving Contract with Lodi Unified School District to Provide After School Staff Support for an After School Program at Four School Sites During School Year 2023/2024 ($536,032) June 21, 2023

Page 2 ends

Both PRCS and LUSD will review the success of the collaboration at the conclusion of the school year to ensure all of the ELO-P criteria was met in order to renew the contract for another school year.

The expenses related to this program were included in the FY24 Council adopted budget (June 7, 2023).

FISCAL IMPACT: PRCS costs are covered under the terms of the contract.

FUNDING AVAILABLE: Per agreement with Lodi Unified School District and FY24 budget.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________________
Christina Jaromay
Parks, Recreation and Cultural Services Director

CJ/LJ:tl

cc: City Attorney

Exhibit A

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE

CITY MANAGER TO EXECUTE A CONTRACT BETWEEN

LODI UNIFIED SCHOOL DISTRICT AND THE CITY OF LODI

TO PROVIDE AN AFTER SCHOOL PROGRAM AT FOUR SCHOOL SITES DURING THE 2023/24 SCHOOL YEAR
========================================================================

WHEREAS, the Lodi Parks, Recreation and Cultural Services (PRCS) has provided fee- based after school programming at four sites in the past; and

WHEREAS, the Lodi Unified School District is the recipient of the California Department of Education’s Extended Learning Opportunities Program (ELO-P) grant which provides funding for after school and summer school enrichment programs for transitional kindergarten through sixth grade; and

WHEREAS, PRCS will offer after school learning programs by facilitating daily homework assistance and by providing student enrichment and physical activities at four schools in Lodi , including Lakewood, Larson, Reese , and Vinewood elementary schools, when school gets out until 6:00 p.m. on scheduled school days; and

WHEREAS, through the funded Extended Learning Opportunities Program , the Lodi Unified School District will reimburse the City of Lodi at a daily, per -student rate to cov er administrative oversight, staff training and program hours, and supplies and materials.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a contract between the Lodi Unified School District (Grantee) and the City of Lodi (Sub-recipient) to provide the After School Program (ASP) at four sites during the 2023/24 school year in the amount of $536,032; and

BE IT FURTHER RESOLVED pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
========================================================================

I hereby certify that Resolution No. 2023-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-_____
AGENDA ITEM C-12

COUNCIL COMMUNICATION
APPROVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt a Resolution Authorizing the City Manager to Enter into a Purchase Agreement and Such Other Documents, Including Letter of Intent and Escrow Instructions, in a Form Acceptable to the City Attorney to Complete the Purchase of Real Property from Sureshbhai M. Patel and Vinaben S. Patel, Property Owners, of 22 S. Main St, Lodi, CA (APN 043-072-090) and Pay Associated Closing Costs to Develop a Transitional and Supportive Housing Project in an Amount not to Exceed ($2,300,000)
MEETING DATE: June 21, 2023
PREPARED BY: Community Development Director
RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to enter into a purchase agreement and such other documents, including letter of intent and escrow instructions, in a form acceptable to the City Attorney to complete the purchase of real property from Sureshbhai M. Patel and Vinaben S. Patel, property owner, of 22 S. Main St. Lodi, CA (APN 043-072-090) and pay associated closing costs to develop a transitional and supportive housing project in an amount not to exceed ($2,300,000)
BACKGROUND INFORMATION: On November 4, 2020, the City Council adopted the San Joaquin Community Response to Homelessness – 2020
San Joaquin Strategic Plan (Strategic Plan). The Strategic Plan includes goals and strategies developed from community feedback, which includes increasing access and reducing barriers to homeless cris is response services and ensure households experiencing homelessness have access to affordable housing.

With the Access Center Project moving forward and the Temporary Access Center currently open for operation, the need for transitional and supportive housing in Lodi is even more apparent.

In accordance with the American Rescue Plan Act (ARPA) of 2021, Department of Health Care Service (DHCS) developed a Medi -Cal Home and Community -Based Services (HCBS) Spending Plan detailing a series of initiatives to enhance, expand and strengthen HCBS in California. The Housing and Homelessness Incentive Program (HHIP) is one of the HCBS Transition Initiatives and is intended to support the delivery and coordination of health and housing services for Medi -Cal members statewide. HHIP is intended to bolster housing and homelessness -focused efforts and investments at local levels, with the aim of building or expanding capacity and partnerships to connect Medi-Cal members to needed housing services and achieving progress in reducing and preventing homelessness. As part of these efforts to meet HHIP program priorities and measures, HPSJ is partnering with local partners and organizations which deliver housing, or supportive services to Medi-Cal members who are homeless or at risk of homelessness.

Adopt Resolution for 22 S Main Street Acquisition
June 21, 2023

Page 2 of 3 ends

When City Staff became aware of this potential funding opportunity, they began discussions with HPSJ and submitted a proposal to purchase an existing hotel at 22 S. Main Street and convert it to 40 +/- units of transitional and supportive housing units. The project would allow for individuals that have jobs or other steady income (SS, SSDI, VA, etc.) to be housed in a transitional setting with continued wraparound services until they are able to progress to other permanent housing opportunities. After the second round of funding became available, HPSJ staff presented the Lodi proposal to their Board and it was approved with a $3,000,000 award to the project on April 26, 2023.

City Council accepted and appropriated the funds on June 7, 2023.

Once the rehabilitation of 22 S. Main Street is complete, it will be converted from a hotel to full-time transitional and supportive housing. The continued operations of the project will be fully supported by rents received and any subsidies that are able to be identified for clients. The project will be affordable by design, and rent will be determined based on each client’s monthly income. While residing at the property, clients will need to continue to be engaged in case management and any necessary wraparound services such as behavioral health programs. Based on the requirements of the grant funding provided by HPSJ, residents must also be Medi-Cal recipients.

As funds must be fully expended by the end of the 2023 calendar year, Staff is continuing to move the project forward timely and working diligently on schematic design. Additionally, an appraisal report was ordered on the property and received on May 24, 2023. The property valuation came in at $2 million.

Property has a current asking price of $2.2 million. Staff spoke to the Listing Agent and Ownership of 22 S. Main St. and shared the appraisal and they said they would be willing to reduce the purchase price to match the appraisal at $2 million.

Staff recommends City Council Adopt a resolution authorizing the City Manager to enter into a purchase agreement and such other documents, including letter of intent and escrow instructions, in a form acceptable to the City Attorney to complete the purchase of real property from Sureshbhai M.

Patel and Vinaben S. Patel, property owner, of 22 S. Main St. Lodi, CA (APN 043-072-090) and pay associated closing costs to develop a transitional and supportive housing project in an amount not to exceed ($2,300,000)
STRATEGIC PRIORITY ADDRESSED: Strategic Milestone 1-A, expand opportunities for downtown living, and;
Strategic Milestone 4 -E, adopt standards and policies
to promote housing for all economic levels.

FISCAL IMPACT: The HPSJ grant will provide $3,000,000 in funds for the Acquisition and development of transitional and
supportive housing that will be affordable to residents.

FUNDING AVAILABLE: Funding for acquisition and associated closing costs:
35599000.77020 $2,300,000
Funding for rehabilitation of property: 35599000.77020
$700,000
______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director
Adopt Resolution for 22 S Main Street Acquisition
June 21, 2023

Page 2 of 3 ends

_____________________________________
John R. Della Monica, Jr.

Community Development Director

Attachments:

1. 22 S. Main St. Letter of Intent to Purchase

2. 22 S. Main St. Purchase Agreement Draft

3. 22 S. Main St. Appraisal

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE

CITY MANAGER TO ENTER INTO A PURCHASE AGREEMENT AND SUCH

OTHER DOCUMENTS, INCLUDING LETTER OF INTENT AND ESCROW

INSTRUCTIONS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY

TO COMPLETE THE PURCHASE OF REAL PROPERTY FROM
SURESHBHAI M. PATEL AND VINABEN S. PATEL, PROPERTY OWNERS OF 22 SOUTH MAIN STREET, LODI (APN 043-072-090) AND

PAY ASSOCIATED CLOSING COSTS TO DEVELOP A TRANSITIONAL

AND SUPPORTIVE HOUSING PROJECT
========================================================================

WHEREAS, on November 4, 2020, the City Council adopted the San Joaquin Community Response to Homelessness – 2020 San Joaquin Strategic Plan (Strategic Plan) ; and

WHEREAS, in accordance with the Amer ican Rescue Plan Act (ARPA) of 2021, Department of Health Care Services (DHCS) developed a Medi -Cal Home and Community - Based Services (HCBS) Spending Plan detailing a series of initiatives to enhance, expand and strengthen HCBS in California. The Housing and Homelessness Incentive Program (HHIP) is one of the HCBS Transition Initiatives and is intended to support the delivery and coordination of health and housing services for Medi -Cal members statewide. HHIP is intended to bolster housing and homelessness -focused efforts and investments at local levels, with the aim of building or expanding capacity and partnerships to connect Medi -Cal members to needed housing services and achieving progress in reducing and preventing homelessness; and

WHEREAS, DHCS esta blished required submissions and deliverables for managed care plans in participating counties to identify current state, priorities, investments, and monitor progress for HHIP . DHCS will be distributing incentives for plans to oversee and administer payment for HHIP project(s); and

WHEREAS, as part of efforts to meet HHIP program priorities and measures, Health Plan of San Joaquin (HPSJ) will partner with local organizations which deliver housing or supportive services to Medi-Cal members who are homeless or at risk of homelessness; and

WHEREAS, the City of Lodi submitted a proposal to HPSJ for acquisition of a hotel at 22 South Main Street for development of a transitional and supportive housing project; and

WHEREAS, on April 26, 2023, HPSJ Board awar ded $3,000,000 towards the project submitted; and

WHEREAS, Council accepted and appropriated the grant funds on June 7, 2023; and

WHEREAS, an appraisal was conducted on 22 S outh Main St reet and determined a property valuation of $2,000,000.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to enter into a purchase agreement and such other documents, including letter of intent and escrow instructions, in a form acceptable to the City Attorney to complete the purchase of real property from Sureshbhai M. Patel and Vinaben S. Patel, property owner s of 22 South Main St reet, Lodi, California, (APN 043 -072-090) and pay associated closing costs to develop a transitional and supportive housing project in an amount not to exceed $2,300,000; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019- 223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
========================================================================

I hereby certi fy that Resolution No. 2023 -___ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-_____
AGENDA ITEM C-13

COUNCIL COMMUNICATION
APPROVED: ___________________________________
Stephen Schwabauer, City Manager
\\cvcf
ilv02\pubwks$\WP\DEV_SERV\Developments\Residential\Century 2525 W\Improvement Agreement\Council Communication_Benj ADD No. 1.doc 6/5/2023 AGENDA TITLE: Adopt Resolution A uthorizing City Manager to Execute Improvement Agreement Addendum No. 1 for the Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet North of Century Boulevard) (Benjamin Apartment Complex) M
EETING DATE: June 21, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt resolution authorizing City Manager to execute Improvement Agreement Addendum No. 1 for the Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet North of Century Boulevard) (Benjamin Apartment Complex).

B
ACKGROUND INFORMATION: C Note LP (Developer) has submitted multiple building permit applications to construct the Benjamin Apartment Complex on the property located at 2525 West Century Boulevard, as shown on Exhibit A. The associated public improvements being constructed are referred to as the “Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet north of Century Boulevard)” and include the installation of street improvements along the portion of Lower Sacramento Road fronting the apartment complex. The apartment complex itself will be comprised of a clubhouse, pool building, and 6 apartment buildings totaling 108 high density residential dwelling units.

D
eveloper has executed a standard improvement agreement on June 12, 2022, which requires the public improvements to be accepted by the City prior to occupancy of the buildings. Due to unforeseen conditions in the field, Developer is requesting to extend the public improvements completion date for another year and an exception to allow occupancy of the Clubhouse (Building Permit B2021-1215), apartment Building 1 (Building Permit B2021-1583), and apartment Building 2 (Building Permit B2021-3180), prior to acceptance of the public improvements, as shown in Exhibit B. City staff has deemed this a reasonable request and has included a condition in the Improvement Agreement Addendum No. 1 stating that occupancy of the remaining buildings associated with the Benjamin Apartment Complex shall be contingent on the acceptance of the associated public improvements. All the public improvements are expected to be completed by June 2024.

T
he Developer has furnished the City with the necessary agreements, guarantees, insurance certificates, and the required fees for the proposed Addendum No. 1. The terms of the improvement agreement remain unchanged except as stated in this addendum.

S
taff recommends authorizing City Manager to execute Improvement Agreement Addendum No. 1 for the Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet North of Century Boulevard) (Benjamins Apartment Complex).

F
ISCAL IMPACT: Not applicable.

Adopt Resolution Authorizing City Manager to Execute Improvement Agreement Addendum No. 1 for the Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet North of Century Boulevard) (Benjamin Apartment Complex) June 21, 2023

Page 2 ends

\\cvcfilv02\pubwks$\WP\DEV_SERV\Developments\Residential\Century 2525 W\Improvement Agreement\Council Communication_Benj ADD No. 1.doc 6/5/2023

FUNDING AVAILABLE: Not applicable.

_______________________________
Charles E. Swimley, Jr.

Public Works Director

Prepared by Karissa Kiriu, Associate Civil Engineer
CES/KK/cdb
Attachments

cc: City Attorney, Magdich Junior Engineer, Wiman
Deputy Public Works Director/City Engineer, Chang C Note LP Associate Civil Engineer, Kiriu RSC Engineering

F u c h s i a D r .

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estgate Dr.

O r c h i s D r .

Azalea St.

M a y f a i r C t .

C a m e o S t .

A z a l e a L n .

Z i n n i a W y .

T u l i p W y .

B e l l o w s W y .

L e o n a r d o W y .

Ducham
p W
y.

Hibiscus W
y.

G a l a D r .

M c I n t o s h D r .

B e r n i n i W y .

Cortland Ln.

Springfield St.

P e t a l W y .

Van Ruiten Dr.

O l i v e A v .

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pire Dr.

H e a t h e r S t .

M a y f a i r S t .

Blossom
Dr.

C a r n a t i o n W y . R a p h a e l W y .

Daffodil Dr.

Larkspur Ln.

C e n t u r y B l v d .

H e n r i L n .

Pollock W
y.

Botticelli W
y. Berlanda Ln.

P r i m r o s e D r .

W
estgate Dr.

K e t t l e m a n L n / H w y 1 2
Low
er Sacram
ento Rd.

Exhibit A
Lower Sacramento Road Street Improvements
Century Blvd to 510 ft North of Century Blvd
(Benjamin Apartment Complex)
Vicinity Map
Benjamin
Apartment
Complex
K:\WP\DEV_SERV\Developments\Residential\Century 2525 W\Improvement Agreement\References\CCExhibitA.mxd µ
0 330 660165
Feet
Lower Sacramento Road
Street Improvements

EXHIBIT B
K:\WP\DEV_SERV\Developments\Residential\Century 2525 W\Improvement Agreement\Benjamin ImpAgmt Addendum 01 REV.doc 1 5/15/23 WHEN RECORDED, RETURN TO:

City Clerk
City of Lodi
221 West Pine Street
Lodi, CA 95240

ADDENDUM NO. 1
TO THE

IMPROVEMENT AGREEMENT
for the

LOWER SACRAMENTO ROAD STREET IMPROVEMENTS
CENTURY BOULEVARD TO 510 FEET NORTH OF CENTURY BOULEVARD (BENJAMIN APARTMENT COMPLEX)
APN 058-030-30

THIS ADDENDUM is made and entered into by and between the CITY OF LODI, a California municipal corporation, hereinafter referred to as "City", C NOTE LP, a California limited partnership, hereinafter referred t o as "Developer," and A. M. STEPHENS CONSTRUCTION CO., INC., a California corporation, hereinafter referred to as “Developer’s Contractor.”

RECITALS:

Developer, Developer’s Contractor, and City entered into the Improvement Agreement for the Lower Sacramento Road Street Improvements Century Boulevard to 510 Feet North of Century Boulevard (Benjamin Apartment Complex) (AGREEMENT) dated June 12, 2022 (EXHIBIT A).

Developer is responsible for construction and completion of public impr ovements, including all streets, highways or public ways , and public utilities and facilities which are a part of, or appurtenant to, the Lower Sacramento Road Street Improvements Century Boulevard to 510 Feet North of Century Boulevard (Benjamin Apartment Complex), hereinafter called " Project", all in accordance with, and as required by, the plans and specifications for all or any of said improvements in, appurtenant to, or outside the limits of P roject, which plans and specifications are now on file in the office of and endorsed with the approval of the Public Works Director or his designee (Public Improvements).

Developer’s Contractor is made a party to this ADDENDUM solely to secure the Faithful Performance Bonds and Labor and Materials Bonds referred t o in Paragraph 12 of the AGREEMENT. Developer’s Contractor has no other obligations under this ADDENDUM.

The AGREEMENT expires on June 11, 20 23 and Developer has not completed the Public Improvements and required dedications on favor of City.

Developer desires to extend the terms of the AGREEMENT, per Condition No. 7 of the AGREEMENT, to allow additional time to complete the Public Improvements and dedications.

Developer also desires City to allow temporary occupancy of the Clubhouse, Building 1, and Building 2 of the Benjamin Apartment Complex (depicted in EXHIBIT B) prior to accept ance of the Public Improvements and dedications specified in the AGREEMENT.

NOW THEREFORE, for and in consideration of the acceptance of the dedications offered, and in order to insure satisfactory performance by Developer of Developer's obligations under State law and City Code, the parties agree as follows:

1. This document is an addendum to the AGREEMENT.

2. The terms of the AGREEMENT remain unchanged except as stated in this ADDENDUM.

3. Developer agrees to complete the Public Improvements and dedicate all required K:\WP\DEV_SERV\Developments\Residential\Century 2525 W\Improvement Agreement\Benjamin ImpAgmt Addendum 01 REV.doc 2 5/15/23 easements in which the improvements are situated no later than June 11, 2024.

4. City agrees to allow temporary occupancy of the Clubhouse (Building Permit B2021- 1215), Building 1 (Building Permit B2021- 1583), and Building 2 (Building Permit B2021- 3180) of the Benjamin Apartment Complex (depicted in EXHIBIT B) prior to acceptance of the Public Improvements and dedications specified in the AGREEMENT. Occupancy of the remaining buildings within the Benjamin Apartment Complex shall be contingent on the acceptance of the Public Improvements and dedications per the AGREEMENT.

5. Developer and Developer’s Contractor agree to maintain the securities and insurance requirements as stated in the AGREEMENT for the term of this ADDENDUM.

6. Prior to the approval of the ADDENDUM by the City, it is agreed that the Developer shall deposit with the City the amount of money shown as the "Developer Cost" on the Billing Schedule, attached hereto as E XHIBIT C, and by this reference made a part hereof as though fully set forth.

7. This ADDENDUM shall run with the land and be binding on the Owner, its heirs, successors and assigns.

8. A copy of this ADDENDUM shall be recorded in the office of the San Joaquin County Records, P. O. Box 1968, Stockton, California 95201-1968.

9. Notices.

All notices herein required shall be in writing, signed by the authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties.

Notices required to be given to City shall be addressed as follows:

Charles E. Swimley, Jr.

Public Works Director
City of Lodi
221 West Pine Street
P. O. Box 3006
Lodi, CA 95241-1910

Notices required to be given to Developer shall be addressed as follows:

C Note LP
1420 South Mills Avenue, Suite M
Lodi, CA 95242
Attn: Michael Carouba

Notices required to be given to Developer’s Contractor shall be addressed as follows:

A. M. Stephens Construction Co., Inc.
1717 South Stockton Street
Lodi, CA 95240
Attn: Greg Stephens

10. Authority
The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

Description: San Joaquin,CA Document - Year.DocID 2020.147743 Page: 3 of 3 Order: mc Comment:
015P001-2

EXHIBIT B

BILLING SCHEDULE EXHIBIT C
Development: Lower Sacramento Road Street Improvements (Benjamin Apartments) Developer: C Note LP
Engineer: RSC Engineering
Date: 5/8/23

DEVELOPER

COST CREDITS

ENGINEERING
Improvement Agreement Addenda ENGFEE $971.00 $0.00
ENGINEERING SUBTOTAL $971.00 $0.00

STREET SYSTEM
Fees:

Storm Water Inspection Fees PW03 12 months @ $ 198.00 $2,376.00 $0.00 (Charge for 12 additional
months of inspections)
STREET SYSTEM SUBTOTAL $2,376.00 $0.00
TOTAL AMOUNT OF BILLING SCHEDULE $3,347.00 $0.00
TOTAL DUE PRIOR TO IMPROVEMENT AGREEMENT ADDENDA APPROVAL $3,347.00 1 RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE ADDENDUM NO. 1 TO THE IMPROVEMENT

AGREEMENT FOR THE LOWER SACRAMENTO ROAD STREET
IMPROVEMENTS (CENTURY BOULEVARD TO 510 FEET NORTH OF

CENTURY BOULEVARD) (BENJAMIN APARTMENT COMPLEX)
========================================================================

WHEREAS, C Note LP (Developer) has submitted multiple building permit applications to construct an apartment complex on the property located at 2525 We st Century Boulevard ; and

WHEREAS, the public improvements being constructed as part of the Benjamin Apartment Complex include the installation of street improvem ents along the portion of Lower Sacramento Road fronting the apartment complex; and

WHEREAS, Developer has executed a standard im provement agreement on June 12, 2022, which requires the public improvements to be accepted by the City prior to occupancy of the buildings; and

WHEREAS, due to unforeseen conditions in the field, Developer is requesting to extend the public improvements completion date for another year and an exception to all ow occupancy of the Clubhouse, Apartment Building 1, and A partment Building 2 prior to acceptance of the public improvements; and

WHEREAS, Developer has furni shed the City with the necessary agreements, guarantees, insurance certificates, and the required fees for the addendum, and the terms of the improvement agreement remain unchanged, except as stated in the addendum; and

WHEREAS, staff recommends authoriz ing the City Manager to execute Improvement Agreement Addendum No. 1 for the Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet north of Century Boulevard) (Benjamin Apartment Complex).

NOW, THEREFORE, BE IT RESOLVED that the Lodi C ity Council does hereby authorize the City Manager to execute Addendum No. 1 to the Improvement Agreement for the Lower Sacramento Road Street Improvements (Century Boulevard to 510 feet north of Century Boulevard) (Benjamin Apartment Complex); and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
======================================================================== I hereby certify that Resolution No. 2023- ____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk
2023-____
AGENDA ITEM C-14

COUNCIL COMMUNICATION
APPR
OVED: _______________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\DEV_SERV\Developments\Lodi Westside\Rose Gate II Subdivision\Improvement Agreement\Unit 2\CAccept public improvements+land maint_Unit2.doc 6/5/2023
AGENDA TITLE: Adopt Resolution Accepting Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, Public Improvements, Authorizing City Manager to Execute Landscape Maintenance Agreement for Rose Gate II Neighborhood Park, and Amending Traffic Resolution No. 97-148 by Approving One-Way Stop Controls on Camrose Street at Charlotte Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; Two-Way Stop Controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and P
egasus Drive at Carrousel Street; and Multi-Way Stop Controls at Westgate Drive and T
okay Street and Vine Street and Westgate Drive
M
EETING DATE: June 21, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt resolution accepting Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, public improvements, authorizing City Manager to execute Landscape Maintenance Agreement for Rose Gate II Neighborhood Park, and amending Traffic Resolution No. 97-148 by approving one-way stop controls on Camrose Street at Charlotte Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; two-way stop controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and Pegasus Drive at Carrousel Street; and multi-way stop Controls at Westgate Drive and Tokay Street and Vine Street and Westgate Drive.

B
ACKGROUND INFORMATION: Rose Gate II, Unit No. 2, is located west of Lower Sacramento Road and south of Lodi Avenue, as shown on Exhibit A. Unit No. 2 consists of 107 single-family, residential lots and the project includes the installation of a portion of Westgate Drive (from the northern boundary of the single-family home development to Vine Street), all interior subdivision public improvements, and a 3.44-acre neighborhood park.

T
he streets to be accepted are as follows:

Streets Length in Miles
Westgate Drive 0.34
Interior Streets 1.01
Vine Street 0.12
To
tal New Miles of City Streets 1.47
T
he Developer, Rose Gate 2 - Lodi, LLC, has completed, under the terms of an improvement agreement, all public improvements and provided a two-year warranty bond to secure costs associated with any required public improvement warranty work. In addition, the Developer is required to execute a Landscape Maintenance Agreement to maintain the Rose Gate II neighborhood park for two years and provided a separate two-year maintenance bond to secure costs associated with any required park system maintenance work.

Adopt Resolution Accepting Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, Public Improvements, Authorizing City Manager to Execute Landscape Maintenance Agreement for Rose Gate II Neighborhood Park , and Amending Traffic Resolution No. 97-148 by Approving One-Way Stop Controls on Camrose Street at Charlotte Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; Two -Way Stop Controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and Pegasus Drive at Carrousel Street; and Multi -Way Stop Controls at Westgate Drive and Tokay Street and Vine Street and Westgate Drive June 21, 2023

Page 2 ends

\\cvcfilv02\pubwks$\WP\DEV_SERV\Developments\Lodi Westside\Rose Gate II Subdivision\Improvement Agreement\Unit 2\CAccept public improvements+land maint_Unit2.doc 6/5/2023

Staff recommends accepting Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, public improvements, authorizing City Manager to execute Landscape Maintenance Agreement for Rose Gate II Neighborhood Park, and amending Traffic Resolution No. 97-148 by approving one-way stop controls on Camrose Street at Charlotte Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; two-way stop controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and Pegasus Drive at Carrousel Street; and multi-way stop Controls at Westgate Drive and Tokay Street and Vine Street and Westgate Drive.

FISCAL IMPACT: There will be an increase in long-term maintenance costs for public infrastructure and City services, such as police, fire, and parks. This cost will be partially offset by proceeds from the Community Facilities District No. 2007-1.

FUNDING AVAILABLE: Not applicable.

_______________________________
Charles E. Swimley, Jr.

Public Works Director

Prepared by Karissa Kiriu, Associate Civil Engineer
CS/KK/cdb
Attachment

cc: City Attorney, Magdich
City Engineer, Chang
Public Works Management Analyst, Areida
Associate Civil Engineer, Kiriu
Junior Engineer, Wiman
Senior Traffic Engineer, Kam
Rose Gate 2 – Lodi LLC
MCR Engineering

¥B¢
Pegasus
Dr.

Bloomfield Dr.

Sargent Rd.

Concerto Ct.

Ambrosia
St. Tiffany St.

Concerto St.

Radiance St.

Cornelia Av.

WestgateDr.

Valencia St.

Ashton St.

Lodi Av.

Tea
Rose Dr.

Rose
Gate Dr.

EXHIBIT A
ROSE GATE II, UNIT 2

PROJECT LOCATION

0.06 Miles
ROSE GATE II UNIT NO. 2

When Recorded Please Return to:

Lodi City Clerk
P.O. Box 3006
Lodi, CA 95241-1910

RESOLUTION NO. 2022-____

A RESOLUTION OF THE LODI CITY COUNCIL ACCEPTING ROSE GATE II SUBDIVISION, UNIT NO. 2, TRACT NO. 4054, PUBLIC IMPROVEMENTS;

AUTHORIZING THE CITY MANAGER TO EXECUTE LANDSCAPE
MAINTENANCE AGREEMENT FOR ROSE GATE II NEIGHBORHOOD PARK; AND FURTHER AMENDING TRAFFIC RESOLUTION NO. 97-148 BY

APPROVING ONE-WAY STOP CONTROLS ON CAMROSE STREET AT

CHARLOTTE STREET, TOKAY STREET AT ELINA STREET, AND PEGASUS DRIVE AT ELEGANCE STREET; TWO-WAY STOP CONTROLS ON

CAMROSE STREET AT ALEXANDRA STREET, CHELSEA STREET AT
TOKAY STREET, AND PEGASUS DRIVE AT CARROUSEL STREET; AND

MULTI-WAY STOP CONTROLS AT WESTGATE DRIVE AND TOKAY STREET

AND VINE STREET AND WESTGATE DRIVE
========================================================================

WHEREAS, Rose Gate II, Unit No. 2, is located west of Lower Sacramento Road and south of Lodi Avenue; and

WHEREAS, Unit No. 2 consists of 107 single- family residential lots , and the project includes the installation of a portion of Westgate Drive (from the northern boundary of the single-family home development to Vine Street), all interior subdivision public improvements, and a 3.44-acre neighborhood park; and

WHEREAS, the Developer, Rose Gate 2 - Lodi, LLC, has completed, under the terms of an improvement agreement, all public improvements and provided a two- year warranty bond to secure costs associated with any required public improvement warranty work; and

WHEREAS, the Developer is required to execute a Landscape Maintenance Agreement to maintain the Rose Gate II neighborhood park for two years and provided a separate two-year maintenance bond to secure costs associated with any required park system maintenance work; and

WHEREAS, staff recommends accepting Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, public improvements; and

WHEREAS, staff further recommends authorizing the City Manager to execute the Landscape Maintenance Agreement for Rose Gate II Neighborhood Park; and

WHEREAS, staff further recommends amending Traffic Resolution No. 97- 148 by approving one -way stop controls on Camrose Street at Charlott e Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; two- way stop controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and Pegasus Drive at Carr ousel Street; and multi- way stop co ntrols at Westgate Drive and Tokay Street and Vine Street and Westgate Drive.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby accept Rose Gate II Subdivision, Unit No. 2, Tract No. 4054, public improvements; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute the Landscape Maintenance Agreement for Rose Gate II Neighborhood Park; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby amend Traffic Resolution No. 97- 148 by approving one -way stop controls on Camrose Street at Charlotte Street, Tokay Street at Elina Street, and Pegasus Drive at Elegance Street; two- way stop controls on Camrose Street at Alexandra Street, Chelsea Street at Tokay Street, and Pegasus Drive at Carrousel Street; and multi -way stop c ontrols at Westgate Drive and Tokay Street and Vine Street and Westgate Drive; and

BE IT FURTHER RESOLVED , pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
======================================================================== I hereby certify that Resolution No. 202 3-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-______
AGENDA ITEM C-15

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Approving Renewal and Amendment to Plan Documents for VSP Vision Care and Further Authorizing the City Manager to Execute Agreement M
EETING DATE: June 21, 2023
P
REPARED BY: Human Resources Manager
RE
COMMENDED ACTION: Adopt resolution approving renewal and amendment to plan documents for VSP Vision Care and further authorizing the City Manager to execute agreement.

B
ACKGROUND INFORMATION: The City of Lodi is contracted with VSP Vision Care to provide eye examinations and vision benefits to the City’s full- time employees and COBRA participants. This vision plan is a stand-alone policy separate from the City’s medical plans offered through CalPERS.

The City’s contract with VSP has not been amended and the benefits have remained the same over the past ten or more years. Under the current benefit structure, employees and their eligible dependents are eligible for the following benefits:
• Annual
eye examinations;
• New lenses or contacts every twelve months; and,
• New frames every twenty-four months, up to $120.

T
he City recognizes that the cost of vision services has increased over the years and the City desires to amend the vision benefits provided these enhanced benefits to our employees and their dependents. Staff propose to amend and enhance the vision benefits provided to our employees to provide the following benefits:
• Annual
eye examinations;
• New lenses or contacts every twelve months, and
• New
frames every twelve months, up to $200.

T
he term of this agreement shall begin on January 1, 2023 and continue in effect until December 31, 2024. This contract shall automatically renew for successive one- year terms on each anniversary of the commencement date of this Agreement. The city may terminate this Agreement by providing VSP Vision Care with 30 calendar days’ prior written notice.

STRATEGIC PRIORITY ADDRESSED: Parks and Public Safety Priorities. Providing competitive wages to attract and retain qualified talent in order to reach and maintain full staffing.

FISCAL IMPACT: It is estimated that the benefit modifications will cost the City approximately an additional $30,000 per year.

FUNDING AVAILABLE: Necessary funding will be included in each fiscal year budget.

_________________________________
Adele Post
Human Resources Manager

_________________________________
Andrew Keys
Deputy City Manager/Internal Services Director
a
o
VSP
RE
Vision Care for Life

GONZALES, CRISTINA

CITY OF LODI
221W PINE ST
LoDt, cA 95240-2019
ctTY oF LOD|, GROUP#00237114
JANUARY 1, 2023 DOCU MENTS
Attention Gonzales, Cristina:

Enclosed are your JANUARY 1,2023 documents
This new document supersedes any existing document you have with VSP. lf you have any questions, or need additional information, please do not hesitate to contact us at 800-216-6248, and a VSP representative will assist you.

Enclosures
These documents are intended only for the client to whom they are addressed and may contain contidential information. tf you are not the intended recipient (or the person responstble for delivering it tothe intended recipient) and have received these documents in enor, please notify the sender immediately by tetephone,' and destroy or delete these documents.
a
o
VSP
Vision Care for Life
Group Name
Plan Number
State of Delivery
Effective Date
Plan Term
Premium Due Date

VISION SERVICE PLAN
3333 QUALITY DRIVE
RANCHo CoRDoVA, CALTFORNTA 95670 (916) 851-5000 (800) 877-7195

GROUP VISION CARE PLAN

CITY OF LODI
00237114

CALIFORNIA
JANUARY 1,2023
TWENTY.FOUR (24) MONTHS

FIRST DAY OF MONTH
ln consideration of the statements and agreements contained in the Group Application and in consideration of payment by the Group of the premiums as herein provided, VISION SERVICE PLAN ("VSP") agrees to provide certain individuals under this Group Vision Care Plan ("Plan") the benefits provided herein, subject to the exceptions, limitations and exclusions hereinafter set forth. This Plan is delivered in and governed by the laws of the state of delivery and is subject to the terms and conditions recited on the subsequent pages hereof, including any Exhibits or state-specific Addenda, which are a part of this Plan.

VISION SERVICE PLAN CITY OF LODI
By:

Title: President Title:

Date:

Approved as to Form:

By
Date: June 6 2023
City Attorney
V.
vt.
vil.
vilt,
tx.

X.
xt.

VISION SERVICE PLAN

GROUP VISION CARE PLAN

TABLE OF CONTENTS
I. DEFINITIONS,.,.

II. TERM, TERMINATION, AND RENEWAL.

III, OBLIGATIONS OF VSP

IV, OBLIGATIONS OF THE GROUP

CONFIDENTIALITY AND MUTUAL NON-DISCLOSURE COVENANTS,
OBLIGATIONS OF COVERED PERSONS UNDER THE PLAN.

ELIGIBILIry FOR COVEMGE,,.....

CONTINUATION OF COVEMGE..

ARBITRATION OF DISPUTES,...

NOTICES

MISCELLANEOUS

EXHIBIT A
SCHEDULE OF BENEFITS.

EXHIBIT B
SCHEDULE OF PREMIUMS......,,,..,..

EXHIBIT C

INSURANCE REQUIREMENTS FOR PROFESSIONAL
SERVICES..

ADDENDUM
ADDITIONAL BENEFIT - ESSENTIAL MEDICAL EYE CARE...

ADDENDUM

FOR THE STATE OF CALIFORNIA,
1 3
4 6
8 10
13 15
16 17
18 20
26 27
29 VSP.PLAN.Ol/20
0 32
fllnn2A{'tk
I. DEFINITIONS
Key terms used in this Plan are defined:

1.01 AFFILIATE: As to either Party, any corporation or other entity that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under Common control with that Party, The term "Confrol" means the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise,

1.02. BENEFIT AUTHORIZATION: Authorization from VSP identifying the individual named a Covered Person of VSP, and identiffing those Plan Benefits to which Covered Person is entitled. 1,03. CONFIDENTIAL MATTER: All confidential information concerning the medical, personal, financial or business affairs of Covered Persons obtained while providing Plan Benefits hereunder.

1.04. COPAYMENTS: Any amounts required to be paid by or on behalf of a Covered Person for Plan Benefits which are not fully covered, and which are payable at the time services are rendered or materials ordered.

1.05. COVERED PERSON: An Enrollee or Eligible Dependent who meets VSP's eligibility criteria and on whose behalf Premiums have been paid to VSP, and who is covered under this Plan. 1,06. ELIGIBLE DEPENDENT: Any legal dependent of an Enrollee of Group who meets the criteria for eligibility established by Group and approved by VSP in Article Vl of this Plan under which such Enrollee is covered,

1.07. EMERGENCY CONDITION: A condition, with sudden onset and acute symptoms, that requires the Covered Person to obtain immediate medical care, or an unforeseen occurrence calling for immediate, non-medical action.

1.08. ENROLLEE: An employee or member of Group who meets the criteria for eligibility specified under Article VI, ELIGIBILITY FOR COVERAGE.
1,09. EXPERIMENTAL NATURE: Procedure or lens that is not used universally or accepted by the vision care profession, as determined by VSP.
1 .1 0, GROUP: An employer or other entity which contracts with VSP for coverage under this Plan in order to provide vision care coverage to its Enrollees and their Eligible Dependents,

1.11. GROUP APPLICATION: The form signed by an authorized representative of the Group to signiff the Group's intention to have its Enrollees and their Eligible Dependents become Covered Persons of VSP,

1.12. GROUP VISION CARE PLAN (also. "THE PLAN"): The Plan issued by VSP to a Group, under which its Enrollees L
or members, and their Eligible Dependents are entitled to become Covered Persons of VSP and receive Plan Benefits in accordance with the terms of such Plan.

1.13. MEMBER DOCTOR: An optometrist or ophthalmologist licensed and otherwise qualified to practice vision care and/or provide vision care materials who has contracted with VSP to provide vision care services and/or vision care materials on behalf of Covered Persons of VSP.

1.14. NON.MEMBER PROVIDER: Any optometrist, optician, ophthalmologist, or other licensed and qualified vision care provider who has not contracted with VSP to provide vision care services and/or vision care materials to Covered Persons of VSP,
1 ,15, PLAN BENEFITS: The vision care services and vision care materials which Covered Person is entitled to receive by virtue of coverage under this Plan, as defined in the Schedule of Benefits attached hereto as Exhibit A.

1.16. RENEWAL DATE: The date when the Plan shall renew, or terminate if proper notice is given.

1.17 . SCHEDULE OF BENEFITS: The document, attached hereto as Exhibit A to this Plan, which lists the vision care services and vision care materials which Covered Person is entitled to receive under this Plan.

1.18. SCHEDULE OF PREMIUMS: The document, attached hereto as Exhibit B, which states the payments to be made to VSP by or on behalf of a Covered Person to entitle him/her to Plan Benefits. 2 il.

TERM. TERMINATION. AND RENEWAL

2.01. Term: This Plan is effective on the Effective Date and shall remain in effect for the Plan Term, also noted on the front page of this plan.

2.02. Renewal: VSP shall issue written renewal notice to the Group at least sixty (60) days before the end of the Plan Term,and this Plan shall be automatically renewed for an additional period of time and at premium rate(s) specified in such notice, Such renewal shall take effect, without any lapse in coverage, on the first calendar day following the last day of the Plan Term described herein, Group may refuse renewal by notifying VSP in writing prior to renewal. lf Group decides to refuse renewal, VSP requests that it receive Group's written refusal at least thirty (30) days prior to the renewal Effective Date.
2,03, Termination:
(a) This Plan may be terminated by the Group or VSP upon expiration of the Plan Term as set forth in paragraph

2.02. (b) The Premium rate payable by Group to VSP under this Plan is based on an assumption that VSP will receive these amounts over the full Plan Term in order to cover costs associated with greater vision utilization that tends to occur during the first portion of a Plan Term. lf Group terminates this Plan before the end of the Plan Term or before the end of any subsequent renewal terms, for any reason other than material breach by VSP, Group will remain liable to VSP for the lesser amount of any deficit incurred by VSP or the payments which Group would have paid for the remaining term of this Plan, not to exceed one year, A deficit incuned by VSP will be calculated by subtracting the cost of incuned and outstanding claims, as calculated on an incurred date basis with a claim run-out not to exceed six months from the date of termination, from the net premiums received by VSP from Group, Net premiums shall mean premiums paid by Group minus any applicable retention amounts and/or broker commissions. Group agrees to pay VSP within thirty-one (31) days of notification of the amount due.
(c) Plan Benefits will cease on the date of cancellation or termination of this plan whether the cancellation is by Group or by VSP due to non-payment of Premium. lf service is being rendered to a Covered Person as of the termination or cancellation date of this Plan, such service shall be continued to completion, but in no event beyond six (6) months after the termination date of this plan.
3 ilt.

OBLIGATIONS OF VSP

3.01. Coveraqe of Covered Persons: VSP will enroll for coverage, as directed by Group, each eligible Enrollee and his/her Eligible Dependents, if dependent coverage is provided, all of who shall be referred to upon enrollment as "Covered Persons." To institute coverage, VSP may require Group to complete, sign and forward to VSP a Group Application along with information regarding Enrollees and Eligible Dependents, and all applicable premiums. (Refer to Vl.

ELIGIBILITY FOR COVEMGE for further details.)
Following the enrollment of the Covered Persons, VSP will provide Group with Member Benefit Summaries for distribution to Covered Persons. Such Member Benefit Summaries will summarize the terms and conditions set forth in this Plan.

3.02. Provision of Plan Benefits : Through its Member Doctors (or through other licensed vision care providers where a Covered Person is eligible for, and chooses to receive Plan Benefits from a Non-Member Provider) VSP shall provide Covered Persons such Plan Benefits listed in the Schedule of Benefits, (Exhibit A (s)) and when purchased by Group, the Additional Benefit Rider (Schedule C (s)) attached hereto, subject to any limitations, exclusions, or Copayments therein stated. Benefit Authorization must be obtained prior to a Covered Person obtaining Plan Benefits from a Member Doctor. When a Covered Person seeks Plan Benefits from a Member Doctor, the Covered Person must schedule an appointment and identify himself as a VSP Covered Person so the Member Doctor can obtain Benefit Authorization from VSP, VSP shall provide Benefit Authorization to the Member Doctor to authorize the provision of Plan Benefits to the Covered Person. Each Benefit Authorization will contain an expiration date, stating a specific time period for the Covered Person to obtain Plan Benefits. VSP shall issue Benefit Authorizations in accordance with the latest eligibility information furnished by Group and the Covered Person's past service utilization, if any. Any Benefit Authorization so issued by VSP shall constitute a certification to the Member Doctor that payment will be made, inespective of a later loss of eligibility of the Covered Person, provided Plan Benefits are received prior to the Benefit Authorization expiration date, Notwithstanding any other provision, no references to services shall be operative unless and to the extent that services are specifically set forth in the Schedule of Benefits, and when purchased by Client, the Additional Benefit Rider. Retail chains may not offer all Plan Benefits. Covered Person may contact Member Doctor for information describing vision care services and vision care materials offered.
4 VSP shall pay or deny claims for Plan Benefits provided to Covered Persons, less any applicable Copayment, within a reasonable time but not more than thirty (30) calendar days after VSP receives a completed claim, unless special circumstances require additional time, ln such cases, VSP may obtain an extension of fifteen (15) calendar days by providing notice to the claimant of the reasons for the extension.

3.03. Provision of Information to Govered Persons: Upon request, VSP shall make available to Covered Persons necessary information describing Plan Benefits and how to use them. A copy of this Plan shall be placed with Group and also will be made available at the offices of VSP for any Covered Persons, VSP shall provide Group with an updated list of Member Doctors' names, addresses, and telephone numbers for distribution to Covered Persons twice a year. Covered Persons may also obtain a copy of the Member Doctor directory through contacting VSP's Customer Service Department's toll-free Customer Service telephone line (1-800-877-7195), VSP's Web site at www.vsp,com, or by written request.
3,04. Preservation of Confidentiality: VSP shall hold in strict confidence all confidential information concerning the medical, personal, financial, or business affairs of Covered Persons obtained while providing Plan Benefits ("Confidential Matters") and exercise its best efforts to prevent any of its employees, Member Doctors, or agents from disclosing any Confidential Matter, except to the extent that such disclosure is necessary to enable any of the above to perform their obligations under this Plan, including but not limited to sharing information with medical information bureaus, or complying with applicable law. Covered Persons and/or Groups that want more information on VSP's Confidentiality Plan may obtain a copy of the Plan by contacting VSP's Customer Service Department or VSP's Web site at www.vsp.com. 3,05. Emerqencv Vision Care: When vision care is necessary for Emergency Conditions, Covered Persons may obtain Plan Benefits by contacting a Member Doctor or Non-Member Provider. No prior approval from VSP is required for Covered Person to obtain vision care for Emergency Conditions of a medical nature. However, services for medical conditions, including emergencies, are covered by VSP only under the Supplemental Primary EyeCare Plan. lf Group has not purchased one of these plans, Covered Persons are not covered by VSP for medical services and should contact a physician under Covered Persons' medical insurance plan for care. For emergency conditions of a non-medical nature, such as lost, broken or stolen glasses, the Covered Person should contact VSP's Customer Service Department for assistance. Reimbursement and eligibility are subject to the terms of this Plan. 5 tv.

OBLIGATIONS OF THE GROUP

4.01. ldentification of Eliqible Enrollees: An Enrollee is eligible for coverage under this Plan if he/she satisfies the enrollment criteria specified in Paragraph 6.01(a) and/or as mutually agreed to by VSP and Group, By the Effective Date of this Plan, Group shall provide VSP with eligibility information, in a mutually agreed upon format and medium, to identiff all Enrollees who are eligible for coverage under this Plan as of that date, Thereafier, Group shall supply to VSP by the last day of each month, eligibility information sufficient to identify all Enrollees to be added to or deleted from VSP's coverage rosters for the next month. The eligibility information shall include designation of each Enrollee's family status if dependent coverage is provided. Upon VSP's request, Group shall make available for inspection records regarding the coverage of Covered Persons under this Plan.

4.02. Prepavment Fees/Payment of Premiums: By the last day of each month, Group shall remit to VSP the premiums payable for the next month on behalf of each Enrollee and Eligible Dependents, if any, to be covered under this Plan. The Schedule of Premiums incorporated in this Plan as Exhibit B provides the premium amount for each Covered Person. Only Covered Persons for whom premiums are actually received by VSP shall be entitled to Plan Benefits under this Plan and only for the period for which such payment is received, subject to the grace period provision below. lf payment for any Covered Person is not received on time, VSP may terminate all rights of such Covered Person, Such rights may be reinstated only in accordance with the requirements of this Plan, VSP may change the premiums set forth in Exhibit B (Schedule of Premiums) by giving Group at least sixty (60) days advance written notice. No change will be made during the Plan Term unless there is a change in the Schedule of Benefits or there is a material change in Plan terms or conditions, provided any such change is mutually agreed upon in writing by VSP and Group,
Notwithstanding the above, VSP may increase premiums during a Plan Term by the amount of any tax or assessment not now in effect but subsequently levied by any taxing authority, which is attributable to premiums VSP received from Group.
6 4.03. Grace Period: Group shall be allowed a grace period of thirty-one (31) days following the premium payment due date to pay premiums due under this Plan. During said grace period, this Plan shall remain in full force and effect for all Covered Persons of Group, VSP will consider late payments at the time of Plan renewal. Such payment may impact Group's premium rates in future Plan Terms.
lf Group fails to make any premiums payment due by the end of any grace period, VSP may notifo Group that the premiums payment has not been made, that coverage is canceled and that Group is responsible for payment for all Plan Benefits provided to Covered Persons after the last period for which premiums were paid in full, including the grace period through the effective date of termination. Group shall also be responsible for any legal and/or collection fees incurred by VSP to collect amounts due under this Plan.

4.04. Distribution of Required Documents: Group shall distribute to Enrollees any disclosure forms, plan summaries or other material required to be given to plan subscribers by any regulatory authority. Such materials shall be distributed by Group no later than thirty (30) days after the receipt thereof, or as required under state law. 7 V.

CONFIDENTIALITY AND MUTUAL NON.DISCLOSURE COVENANTS
VSP and Group have delivered, or will deliver, upon execution and delivery of this Plan, certain information about the properties and operations of their respective businesses. VSP and Group, therefore, agree as follows:

5.01. Definition of Confidential Information. For purposes of this Plan, "Confidential lnformation" means any data and/or information, in any form, disclosed by the disclosing party ("Disclose/') to the receiving party ("Recipient") either before or after the Effective Date, which relates to Discloser and/or its Affiliates, and solely by way of illustration and not in limitation shall include the following information: (i) current or future product(s), services, methodologies, plans, designs, costs, prices, customer or doctor names and addresses, finances or financial information (including budgets), marketing plans or strategies (including e-commerce development plans), business plans, matters, opportunities or offerings, equipment and other purchase matters, strategic matters, research, development, know-how and/or personnel, (ii) is identified as confidential at the time of disclosure, (iii) given the nature of the information disclosed and the circumstances surrounding its disclosure, reasonably ought to be treated as Confidential lnformation by a person in the same industry as Discloser, or (iv) by law must be protected as Confidential lnformation, Recipient acknowledges that the Confidential lnformation is proprietary to Discloser and has been developed and obtained through great efforts by Discloser. Confidential lnformation shall not, however, include information that (A) at the time of disclosure is, or subsequently becomes, available to the public or the industry through no fault or breach on the part of Recipient; (B) Recipient can demonshate to have had rightfully in its possession prior to disclosure by Discloser; (C) is independently developed by Recipient without the use of any Confidential lnformation; or (D) Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

Confidential lnformation shall also be deemed to include any and all confidential information defined as Confidential Matters hereunder, the treatment of which shall be as set forth in Paragraph 3.04 of this Plan.

5.02. Non-Disclosure and Non-Use of Confidential Information. Recipient shall not, directly or indirectly, without the prior written approval of Discloser in each instance or unless otherwise expressly permitted herein, use for its own benefit, publish or otherwise disclose to others, or authorize the use by others for their benefit, or to the detriment of Discloser, any of Discloser's Confidential lnformation. Recipient shall carefully restrict access to Disclose/s Confidential lnformation to only those of its and its Affiliates' officers, directors, employees, agents and representatives (collectively, "Representatives") who (i) clearly require such access in order to enable to perform their respective obligations under this Plan (ii) who are bound by confidentiality obligations that protect third party information which are at least as restrictive and 8 protective as those contained in this Plan, and (iii) are not (or do not work for) direct competitors of Discloser. Recipient shall not use, copy, distribute and/or remove any of Discloser's Confidential lnformation from Recipient's premises except to the extent necessary or appropriate to carry out its respective obligations under the Plan, without the prior consent of Discloser.Recipient and its Representatives will employ all security measures used for their own proprietary information of similar nature. Recipient agrees to advise and require its Representatives of their obligations to keep such information confidential and shall each be liable for any acts and omissions of their Representatives related thereto.

5.03. Return or Destruction of Confidential lnformation. The Recipient, including its Personnel, its employees and/or agents shall upon request of Discloser (i) immediately return to Disclose/s designated representative any and all documents or other information and materials in whatever form which contain Disclosefs Confidential lnformation, or as permitted by Discloser, (ii) destroy all copies thereof, and certify to Discloser in writing that all copies of such documents or other information and materials have been destroyed; provided, however, that the Recipient may retain one set of such documents and other information and materials for archival purposes only, subject to the continuing confidentiality and security obligations set forth under this Plan. Recipient may disclose Discloser's Confidential lnformation if and to the extent required by a judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to give Discloser sufficient prior notice (to the extent that sufficient time is available) of such request, requirement or order for Discloser to contest, limit and/or protect such disclosure.

5.04. Injunctive Relief. The Parties understand and acknowledge that any disclosure or misappropriation of any Confidential lnformation in violation of this Plan may cause irreparable harm, for which monetary damages alone may not be an adequate remedy and, therefore, agrees that Discloser shall have the right to apply to a court of competent jurisdiction for an order immediately restraining any such further disclosure or misappropriation and for other equitable relief, without objection and without the requirement of posting a bond or other form of security. Such right of each party is in addition to the remedies otherwise available under this Plan or otherwise at law or equity,

5.05. Survival: The obligations laid down in this Section 5 shall continue and survive beyond the termination of this Plan,
9 vt.

OBLIGATIONS OF COVERED PERSONS UNDER THE PLAN
6,01, General: Bythis Plan, Group makes coverage available to its Enrollees and their Eligible Dependents, if dependent coverage is provided, However, this Plan may be amended or terminated by agreement between VSP and Group as indicated herein, without the consent or concurrence of Covered Persons. This Plan, and all Exhibits, Riders and attachments hereto, constitute VSP's sole and entire undertaking to Covered Persons under this Plan.

As conditions of coverage, all Covered Persons under this Plan have the following obligations:

6.02 Other Charoes: Any Copayments required under this Plan shall be the personal responsible of the Covered Person receiving Plan Benefits. Copayments are to be paid at the time services are rendered or materials ordered. Amounts which exceed Plan allowances, annual maximum benefits or any other stated Plan limitations are not considered Copayments but are also the responsibility of the Covered Person.

6.03. Choice of Member Doctors: Benefit Authorization must be obtained prior to receiving Plan Benefits from a Member Doctor. When a Covered Person seeks Plan Benefits, the Covered Person must select a Member Doctor, schedule an appointment, and identify himself as a Covered Person so the Member Doctor can obtain Benefit Authorization from VSP, Should the Covered Person receive Plan Benefits from a Member Doctor without such Benefit Authorization, then for the purposes of those Plan Benefits provided to the Covered Person, the Member Doctor will be considered a Non- Member Provider and the benefits available will be limited to those for a Non-Member Provider, if any. Retail chains may not offer all Plan Benefits. Covered Person may contact Member Doctor for information describing vision care services and vision care materials offered.
6,04, Reimbursement Provisions/Submission of Non-Member Provider Claims: lf Non-Member Provider coverage is indicated in Exhibit A (Schedule of Benefits), written proof (receipt and the Covered Person's identification information) of all claims for services received from Non-Member Providers shall be submitted by Covered Persons to VSP within three hundred sixty-five (365) days of the date of service, VSP may reject such claims filed more than three hundred sixty-five (365) days after the date of service. Covered Person would need to submit a claim form, along with copies of any invoices or receipts received from the doctor for the services or materials, to VSP for reimbursement. You may obtain a claim form on vsp.com or by calling (800) 877-7195. Claim forms may be submifted at vsp.com or at the address below:

VSP
10 Attn : Claims Processing
P.O, Box 385018
Birmingham, AL 35238-5018
Failure to submit a claim within this time period, however, shall not invalidate or reduce the claim if it was not reasonably possible to submit the claim within such time period, provided the claim was submitted as soon as reasonably possible and in no event, except in absence of legal capacity, later than one year from the required date of three hundred sixty-five (365) days after the date of service.

6.05. Liabilitv of Covered Person in the Event of Nonpavment bv VSP: By statute, every contract between VSP and a Member Doctor shall provide that in the event VSP fails to pay a Member Doctor, the Covered Person shall not be liable to the Member Doctor for any sums owed by VSP.

6.06. Complaints and Grievances: Covered Persons shall report any complaints and/or grievances to VSP at the address given herein. Complaints and grievances are disagreements regarding access to care, quality of care, treatment or service. Complaints and grievances may be submitted to VSP verbally or in writing, A Covered Person may submit written comments or supporting documentation concerning his complaint or grievance to assist in VSP's review, VSP will resolve the complaint or grievance within thirty (30) calendar days after receipt. 6,07. Claim Denial Appeals: lf, under the terms of this Plan, a claim is denied in whole or in part, a request may be submitted to VSP by Covered Person or Covered Person's authorized representative for a full review of the denial, Covered Person may designate any person, including his/her provider, as his/her authorized representative. References in this section to "Covered Person" include Covered Person's authorized representative, where applicable. a) Initial Appeal: The request must be made within one hundred eighty (180) days following denial of a claim and should contain sufficient information to identiff the Covered Person for whom the claim was denied, including the VSP Enrollee's name, the VSP Enrollee's Member ldentification Number, the Covered Person's name and date of birth, the provider of services and the claim number, The Covered Person may review, during normal working hours, any documents held by VSP pertinent to the denial. The Covered Person may also submit written comments or supporting documentation concerning the claim to assist in VSP's review. VSP's determination, including specific reasons for the decision, shall be provided and communicated to the Covered Person within thirty (30) calendar days after receipt of a request for appeal from the Covered Person or Covered Person's authorized representative, TL
b) Second Level Appeal: lf the Covered Person disagrees with the response to the initial appeal of the claim, the Covered Person has a right to a second level appeal. Within sixty (60) calendar days after receipt of VSP's response to the initial appeal, the Covered Person may submit a second appeal to VSP along with any pertinent documentation, VSP shall communicate its final determination to the Covered Person in compliance with all applicable state and federal laws and regulations and shall include the specific reasons for the determination. c) Other Remedies: The California Department of Managed Health Care is responsible for regulating health care service plans. lf you have a grievance against your health plan, you should first telephone your health plan at (800) 877-7195 and use your health plan's grievance process before contacting the Department. Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be available to you. lf you need help with a grievance involving an emergency, a grievance that has not been satisfactorily resolved by your health plan, a grievance that has remained unresolved for more than 30 days, or if you believe that your plan has been improperly cancelled, rescinded, or not renewed, you may call the Department for assistance, The Department has a toll{ree telephone number (1-888-HMO-22191, a TDD line (1-877-688-9891) for the hearing impaired and its lnternet Web site (http://www.dmhc.ca.gov) has complaint forms online, The plan's grievance process and the Department's complaint review process are in addition to any other dispute resolution procedures that may be available to Covered Persons, and the failure to use these procedures does not preclude Covered Person's use of any other remedy provided by law, You are not required to use a specific form to submit a grievance to the department. lf a member or group contract holder submits a grievance to the plan or the department before the effective date of a cancellation, rescission, or nonrenewal for reasons other than nonpayment of premiums, the plan shall continue to provide coverage until a final determination regarding the request for review has been made.

When Covered Person has completed the appeals process stated herein, additional voluntary alternative dispute resolution options may be available, including mediation, or Group should advise Covered Person to contact the U.S, Department of Labor, Additionally, under the provisions of ERISA (Section 502(a)(1)(B)) [29 U,S,C.1132(aXlXB)], Covered Person has the right to bring a civil action when all available levels of review of denied claims, including the appeals process, have been completed, the claims were not approved in whole or in part, and Covered Person disagrees with the outcome.

L2
6,08. Time of Action: No action in law or in equity shall be brought to recover on the Plan prior to the Covered Person exhausting his/her grievance rights under this Plan and/or prior to the expiration of sixty (60) days after the claim and any applicable invoices have been filed with VSP, No such action shall be brought after the expiration of six (6) years from the last date that the claim and any applicable invoices were submitted to VSP, in accordance with the terms of this Plan.

6.09. Insurance Fraud: Any Group and/or person who intends to defraud, knowingly facilitates a fraud or submits an application or files a claim with a false or deceptive statement, is guilty of insurance fraud. Such an act is grounds for immediate termination of the Plan for the Group or individual that committed the fraud. 13 vil.

ELIGIBILITY COVERAGE

7.01. Eliqibilitv Criteria: lndividuals will be accepted for coverage hereunder only upon meeting all the applicable requirements set forth below.
(a) Enrollees: To be eligible for coverage, a person must:
(1) currently be an employee or member of the Group, and (2) meet the criteria established in the coverage criteria mutually agreed upon by Group and VSP. (b) Eligible Dependents: lf dependent coverage is provided, the persons eligible for dependent coverage are:
(1) the legal spouse of any Enrollee, and
(2) any child of an Enrollee, including any natural child from the moment of birth, legally adopted child from the moment of placement for adoption with the Enrollee, or other child for whom a court holds the Enrollee responsible; Such dependents shall be eligible until the end of the month in which they attain the age of 26 years. (3) as further defined by Group,
lf a dependent, unmanied child prior to attainment of the prescribed age for termination of eligibility becomes, and continues to be, incapable of self-sustaining employment because of mental or physical disability, that Eligible Dependent's coverage shall not terminate so long as he remains chiefly dependent on the Enrollee for support and the Enrollee's coverage remains in force; PROVIDED that satisfactory proof of the dependent's incapacity can be furnished to VSP within thirty-one (31) days of the date the Eligible Dependent's coverage would have othenrvise terminated or at such other times as VSP may request proof, but not more frequently than annually,

7.02. Documentation of Elisibilitv: Persons satisffing the coverage requirements under either of the above criteria shall be eligible if:
(a) for an Enrollee, the individual's name and Social Security Number have been reported by Group to VSP in the manner provided hereunder, and
(b) for changes to an Eligible Dependent's status, the change has been reported by the Group to VSP in the manner provided herein. As stated in Paragraph 4.01 above, VSP may elect to audit Group's records in order to veriff eligibility of Enrollees and dependents and any errors. Subject to the terms of Paragraph 4,03 above, only persons on t4
whose behalf premiums have been paid for the current period shall be entitled to Plan Benefits hereunder. lf a clerical erro r is made, it will not affect the coverage a Covered Person is entitled under the Plan.

7.03. Retroactive Eliqibilitv ChanEes: Retroactive eligibility changes are limited to sixty (60) days prior to the date notice of any such requested change is received by VSP. VSP may refuse retroactive termination of a Covered Person if Plan Benefits have been obtained by, or authorized for, the Covered Person after the effective date of the requested termination,

7.04. Chanse of Participation Requirements. Contribution of Fees. and Elisibilitv Rules: Composition of the Group, percentage of Enrollees covered under the Plan, and Group's contribution and eligibility requirements, are all material to VSP's obligations under this Plan, During the term of this Plan, Group must provide VSP with written notice of changes to its composition, percentage of Enrollees covered, contribution and eligibilfty requirements. Any change which materially affects VSP's obligations under this Plan must be agreed upon in writing between VSP and Group and may constitute a material change to the terms and conditions of this Plan for purposes of Paragraph 4.02. Nothing in this section shall limit Group's ability to add Enrollees or Eligible Dependents under the terms of this Plan.

7.05, Chanse in Familv Status: ln the event Group is notified of any change in a Covered Person's family status [by marriage, the addition (e.9,, newborn or adopted child) or deletion of Dependent, etc.] Group shall provide notice of such change to VSP via the next eligibility listing required under Paragraph 4.01. lf notice is given, the change in the Covered Person's status will be effective on the first day of the month following the change request, or at such later date as may be requested by or on behalf of the Covered Penson. Notwithstanding any other provision in this section, a newborn child will be covered during the thirty-one (31)day period after birth, and an adopted child will be covered forthe thirty-one (31) day period after the date the Enrollee or Enrollee's spouse acquires the right to control that child's health care. To continue coverage for a newborn or adopted child beyond the initialthirty-one (31) day period, the Group must be properly notified of the Enrollee's change in family status and applicable premiums must be paid to VSP. 15 vilt.

CONTINUATION OF COVERAGE

8.01. COBRA: The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) requires that, under certain circumstances, health plan benefits available to an Enrollee and his or her Eligible Dependents be made available for purchase by said persons upon the occurrence of a COBM-qualiffing event, lf, and only to the extent, COBRA applies, VSP shall make the statutorily-required continuation coverage avaihble for purchase in accordance with COBM. t6
tx.

ARBITRATION OF DISPUTES
9,01. Dispute Resolution: Any dispute or question arising between VSP and Group or any Covered Person involving the application, interpretation, or performance under this Plan shall be settled, if possible, by amicable and informal negotiations, This will allow such opportunity as may be appropriate under the circumstances for fact-finding and mediation, lf any issue cannot be resolved in this fashion, it shall be submifted to arbitration,

9.02, Procedure: The procedure for arbitration hereunder shall be conducted pursuant to the Rules of the American Arbitration Association.
9,03. Ghoice of Law: lf any matter arises in connection with this Plan which becomes the subject of arbitration or legal process, the law of the State of Delivery of the Plan shall be the applicable law, 17 X.

NOTICES

10.01. Required Notices: Any notices required under this Plan to either Group or VSP shall be in written format, Notices sent to Group will be sent to the address or email address shown on the Group's Application unless otherwise directed by the Group, Notices sent to VSP shall be sent to the address shown on the first page of this Plan, Notwithstanding the above, any notices may be hand-delivered by either party to an appropriate representative of the other party, The party effecting hand-delivery bears the burden to prove delivery was made, if questioned. 18 xt.

MISCELLANEOUS

11.01. Entire Plan: This Plan, the Group Application, the Evidence of Coverage, and all Exhibits, Riders and attachments hereto, and any amendments hereto, constitute the entire agreement of the parties and supersedes any prior understandings and agreements between them, either written or oral, Any change or amendment to the Plan must be approved by an officer of VSP and aftached hereto to be valid, No agent has the authority to change this Plan or waive any of its provisions, Communication materials prepared by Group for distribution to Enrollees do not constitute a part of this Plan,

11.02. Indemnity: VSP agrees to indemnify, defend and hold harmless Group, its shareholders, directors, officers, agents, employees, successors and assigns from and against any and all liability, claim, loss, injury, cause of action and expense (including defense costs and legal fees) of any nature whatsoever arising from the failure of VSP, its officers, agents or employees, to perform any of the activities, duties or responsibilities or covenants specified herein, including without limitation, breach of confidentiality. Group agrees to indemniff, defend and hold harmless VSP, its members, shareholders, directors, officers, agents, employees, successors and assigns from and against any and all liability, claim, loss, injury, cause of action and expense (including defense costs and legal fees) of any nature whatsoever arising or resulting from the failure of Group, its officers or employees to perform any of the duties or responsibil1ies or covenants specified herein, including without limitation, breach of confidentiality. 1 1.03. lnsurance: Each party shall at its sole cost and expense procure and maintain throughout the term of this Agreement such policies of comprehensive general liability and other insurance as shall be necessary to insure itself and its officers, agents and employees against liability arising out of the performance of its responsibilities under this Agreement.

The minimum scope and limit(s) of insurance required under this Agreement are defined in Exhibit C as attached hereto.

11.04. Liabilitv: VSP arranges forthe provision of vision care services and materials through agreements with Member Doctors. Member Doctors are independent contractors and responsible for exercising independent judgment, VSp does not itself directly furnish vision care services or supply materials. Under no circumstances shall VSP or Group be liable for the negligence, wrongful acts or omissions of any doctor, laboratory, or any other person or organization performing services or supplying materials in connection with this Plan. 19 11,05, Assionment: Neitherthis Plan noranyof the rights orobligations of eitherof the parties hereto may be assigned or transferred without the prior written consent of both parties hereto except as expressly authorized herein.

11.06. Severabilitv: Should any provision of this Plan be declared invalid, the remaining provisions shall remain in full force and effect.

11.07. Governinq Law: This Plan shall be governed by and construed in accordance with applicable federaland state law, Any provision that is in conflict with, or not in compliance with, applicable federal or state statutes or regulations is hereby amended to conform with the requirements of such statutes or regulations, now or hereafter existing.

11.08. Gender: All pronouns used herein are deemed to referto the masculine, feminine, neuter, singular, or plural, as the identity(ies)of the person(s) may require.

11.09. Equal Opportunity: VSP is an Equal Opportunity and Affirmative Action employer.

11.10. Communication Materials: Communication materials created by Group which relate to this vision care Plan must adhere to VSP's Member Communication Guidelines distributed to Group by VSP. Such communication materials may be sent to VSP for review and approval prior to use, VSP's review of such materials shall be limited to approving the accuracy of Plan Benefits and shall not encompass or constitute certification that Group's materials meet any applicable legal or regulatory requirements, including but not limited to, ERISA requirements. 20 EXHIBIT A

VISION SERVICE PLAN

SCHEDULE OF BENEFITS
Signature Plan

GENERAL
This Schedule lists the vision care services and vision care materials to which Covered Persons of VSP are entitled, subject to any Copayments and other conditions, limitations and/or exclusions stated herein, lf Plan Benefits are available for Non- Member Provider seryices, as indicated by the reimbursement provisions below, vision care services and vision care materials may be received from any licensed optometrist, ophthalmologist, or dispensing optician, whether Member Doctors or Non-Member Providers. This Schedule forms a part of the Plan or Policy to which it is attached.

When Plan Benefits are received from Member Doctors, benefits appearing in the first column below are applicable subject to any Copayments as stated below, When Plan Benefits are available and received from Non-Member Providers, the Covered Person is reimbursed for such benefits according to the schedule in the second column below less any applicable Copayments,

COPAYMENT
The benefits described herein are available to each Covered Person subject only to payment of the applicable Copayment by the Covered Person, Copayments are required for Plan Benefits received from Member Doctors and Non-Member Providers, Covered Persons must also follow the proper procedures for obtaining Benefit Authorization.

A Copayment amount of $25.00 shall be payable by the Covered Person to the Member Doctor at the time services are rendered.

PLAN BENEFITS

MEMBER DOCTOR

BENEFIT
NON.MEMBER

PROVIDER BENEFIT

VISION CARE SERVICES
Eve Examination Covered in Full* Up to $ 50.00-
Complete initial vision analysis which includes an appropriate examination of visual functions, including the prescription of corrective eyewear where indicated.

Subsequent regular eye examinations every 12 months.
*Less any applicable Copayment.
2I

VISION CARE MATERIALS
Lenses
Single Vision
Bifocal
Trifocal
Lenticular

MEMBER DOCTOR

BENEFIT
Covered in full*
Covered in full*
Covered in full*
Covered in full*
NON.MEMBER

PROVIDER BENEFIT
Up to $ 50.00-
Up to $ 75,00-
Up to $ 100.00.

Up to $ 125,00.

Polycarbonate lenses are covered in full for dependent children up to the end of the month in which they turn age 26.

Standard Progressive Lenses covered in full
Available once every 12 months.

Frames Covered up to Plan
Allowance*
Up to $ 70,00.

Availabb once every 12 months
*Less any applicable Copayment
Frame allowance may be applied towards non-prescription sunglasses for post PRK, LASIK, or Custom LASIK patients, Lenses and frames include such professional services as are necessary, which shall include:
. Prescribing and ordering proper lenses;
. Assisting in the selection of frames;
. Veriffing the accuracy of the finished lenses;
. Proper fitting and adjustment of frames;
. Subsequent adjustments to frames to maintain comfort and efficiency; . Progress or follow-up work as necessary,
Lens Options
Tinted/Photochromic Covered in full Not Covered
22 CONTACT LENSES
Contact lenses are availabb once every 12 months in lieu of all other lens and frame benefits available herein, When contact lenses are obtained, the Covered Person shall not be eligible for lenses again for 12 months and frames for 12 months,
Necessary-
Necessary Contact Lenses are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's Member Doctor or Non-Member Provider. Prior review and approval by VSP are not required for Covered Person to be eligible for Necessary Contact Lenses.

MEMBER DOCTOR

BENEFIT
NON.MEMBER

PROVIDER BENEFIT
Elective -
Professional Fees and Materials
Covered in full*

MEMBER DOCTOR

BENEFIT
Elective Contact Lens fitting and
evaluation** services are covered in full
once every 12 months, after a maximum
$60.00 Copayment.

Materials
Up to $120.00
Professional Fees and Materials
Up to $210,00.

NON.MEMBER

PROVIDE BENEFIT
Professional Fees and Materials
Up to $105.00
.Subject to Copayment
**15o/o discount applies to Member Doctor's usual and customary professional fees for contact lens evaluation and fitting. 23 LOW BENEFIT
The Low Vision benefit is available to Covered Persons who have severe visual problems that are not conectable with regular lenses.

MEMBERDOCTOR NON.MEMBER

BENEFIT PROVIDER BENEFIT
Supplementary Testing Covered in Full Up to $12b.00
Complete low vision analysis/diagnosis, which includes a comprehensive examination of visual functions, prescription of conective eyewear or vision aids where indicated.

Supplemental Care Aids 75% of Cost 75% of Cost
Subsequent low vision aids.

Copayment for Supplemental Aids: 250/o payable by Covered person.

Benefit Maximum
The maximum benefit available is $1000.00 (excluding Copayment) every two years.

NON-MEMBER PROVIDER BENEFIT
including the
Low Vision benefits secured from a Non-Member Provider are subject to the same time limits and Copayment arrangements as described above for a Member Doctor, The Covered Person should pay the Non-Member Provider his full fee, The Covered Person will be reimbursed in accordance with an amount not to exceed what VSP would pay a Member Doctor in similar circumstances. NOTE: There is no assurance that this amount will be within the 25% Copayment feature. 24 EXCLUSIONS AND LIMITATIONS OF BENEFITS
Some brands of spectacle frames may be unavailable for purchase as Plan Benefits, or may be subject to additional limitations. Covered Persons may obtain details regarding frame brand availability from their VSP Member Doctor or by calling VSP's Customer Care Division at (800) 877-7195.

PATIENT OPTIONS
This Plan is designed to cover visual needs rather than cosmetic materials, When the Covered Person selects any of the following extras, the Plan will pay the basic cost of the allowed lenses or frames, and the Covered Person will pay the additional costs for the options,
Optional cosmetic processes.

Anti-refl ective coating,
Color coating.

Mirror coating,
Scratch coating.

Blended lenses,
Cosmetic lenses.

Laminated lenses,
Oversize lenses.

Polycarbonate lenses.

Progressive multifocal lenses.

UV (ultraviolet) protected lenses.

Certain limitations on low vision care.

A frame that costs more than the Plan allowance.

Contact lenses (except as noted elsewhere herein).

NOT COVERED
There is no benefit for professional services or materials connected with Orthoptics or vision training and any associated supplemental testing; plano lenses (less than a t .50 diopter power); or two pair of glasses in lieu of bifocals;
Replacement of lenses and frames furnished under this Plan which are lost or broken, except at the normal intervals when services are otherwise available;
Medical or surgical treatment of the eyes;
Corrective vision treatment of an Experimental Nature;
Costs for services and/or materials above Plan Benefit allowances; Services and/or materials not indicated on this Schedule as covered Plan Benefits

VSP MAY, AT ITS DISCRETION, WAIVE ANY OF THE PLAN LIMITATIONS IF, IN THE OPINION OF VSP'S

OPTOMETRIC CONSULTANTS, IT IS NECESSARY FOR THE VISUAL WELFARE OF THE COVERED PERSON, 25 a

EXHIBIT B

VISION SERVICE PLAN

SCHEDULE OF PREMIUMS
Signature Plan
VSP shall be entitled to receive premiums for each month on behalf of each Enrollee and his/her Eligible Dependents, if any, in the amounts specified below:
$ 22.53 per month for each eligible Enrollee (includes coverage for Eligible Dependents) NOTICE: The premium under this Plan is subject to change upon renewal (after the end of the lnitial Plan Term or any subsequent Plan Term), or upon change of the Schedule of Benefits or a material change in any other terms or conditions of the Plan.
26 I ADDENDUM

ADDITIONAL BENEFIT RIDER

VISION SERVICE PLAN

SUPPLEMENTAL ESSENTIAL MEDICAL EYE CARE

GENERAL
This Rider lists additional vision care benefits to which Covered Persons of VlSlON SERVICE PLAN ("VSP") are entifled, subject to any applicable Copayments and other conditions, limitations and/or exclusions stated herein, The Supplemental Essential Medical Eye Care benefit is designed for the detection, treatment, and management of ocular conditions and/or systemic conditions which produce ocular or visual symptoms, Under the benefit, eye care professionals provide treatment and services for urgent ocular emergencies as well as the management of chronic systemic diseases that manifest in the eyes. This Rider forms a part of the Plan and Evidence of Coverage to which it is attached.

ELIGIBILITY
The following are Covered Persons under this Plan, pursuant to eligibility criteria established by Client:
. Enrollee.
. Legal spouse of Enrollee.
' Any child of an Enrollee, including a natural child from the date of birth, legally adopted child from the date of placement for adoption with the Enrollee, or other child for whom a court or administrative agency holds the Enrollee responsible, Dependent children are covered up to the end of the month in which they attain the age of 26 years.

A dependent, unmarried chib over the limiting age may continue to be eligible as a dependent if the child is incapable of self-sustaining employment because of mental or physical disability, and chiefly dependent upon Enrollee for support and maintenance,
Essential Medical Eye Care benefits are available to Covered Persons only after covered benefits under their group medical plan have been exhausted, or when Covered Person is not covered under a group medical plan.

Covered benefits include specific medical eye care procedure codes when appropriate for the optometric scope of licensure as well as the current laws, rules and regulations as determined by the State and Federal Government. 29 OBTAINING SUPPLEMENTAL ESSENTIAL MEDICAL EYE CARE SERVICES

COVERED PERSON HAS A GROUP MEDICAL PLAN
Supplemental Essential Medical Eye Care provides coverage for certain vision+elated medical services as a supplement to Covered Person's group medical plan. Covered Persons should refer to the plan booklet, certificate of coverage or other benefits description for their group medical plan to determine available benefits and how to obtain medical plan benefits, The eye care provider should first submit a claim to Covered Person's group medical plan when participating in the medical plan's network. Any amounts not paid by the primary medical plan may then be considered for payment by VSP, This process is referred to as Coordination of Benefits ("COB."). Please refer to the Coordination of Benefits section of Covered Person's Evidence of Coverage for additional information regarding COB.

COVERED PERSON DOES NOT HAVE A GROUP MEDICAL PLAN
When Covered Person does not have a group medical plan, or when a VSP Preferred Provider does not participate with Covered Person's group medical plan, the Supplemental Essential Medical Eye Care provides plan benefits as follows:

1. Covered Person contacts Member Doctor and makes an appointment.

2. Covered Person pays the applicable Copayment at the time Supplemental Essential Medical Eye Care services are rendered and amounts for any additional services not covered by the Plan. 30 PLAN BENEFITS

MEMBER DOCTORS

COVERED SERVICES
Medical Eye Examinations: Covered in Full after a Copayment of $20,00, UrgenUEmergency Care* and Special Ophthalmological Services**: Covered in Full *UrgenUEmergency Care refers to VSP covered services for an emergency medical eye condition including, but not lim1ed to eye infections, foreign body and abrasions, ocular injuries, and chemical exposure to the eye or eyelid, **Special Ophthalmological Services refer to eye care services that are problem-focused and involve medical decision- making. Special ophthalmological services go beyond general services and relate to the diagnosis, evaluation, treatment, and management of ocular conditions.

EXCLUSIONS AND LIMITATIONS OF BENEFITS
Supplemental Essential Medical Eye Care provides coverage for certain vision-related medical services as a supplement to Covered Person's group medical plan, A current list of the covered procedures will be made available to the 6lient upon request.

NOT COVERED
Eyeglasses or contact lenses.

General anesthesia surgical procedures.

Preoperative or postoperative su rg ical proced ures.
lnpatient hospital services.

Services provided for refractive diagnoses that are part of the Covered Person's routine vision care coverage Prescription medication or supplies of any type.

Local, state and/or federal taxes, except where VSP is required by law to pay.

Services and/or materials not specifically included in this Rider as covered Plan Benefits,

1. 2.

3. 4.

5. 6,

7. 8.
31 ADDENDUM
T H E cAL r FX'fl?1.t5#"fi,5i+6N r r r r r,r,
REPLACEMENT ACT 0F 1997 (CAL.COBRA)
Pursuant to California Health and Safety Code Section 1366.25, the following section is hereby incorporated into the Group Vision Care Plan, if, and only to the extent Ca|-COBM applies to the parties to this Plan:

The California Continuation Benefits Replacement Act of 1997 (Ga|-COBRA) requires health care service plans providing contracted coverage to employers with 2 to 19 eligible employees to offer continuation coverage for purchase by qualified beneficiaries upon the occurrence of a qualifying event. VSP and Group are subject to the following obligations in connection with continuation coverage:

1. Group agrees to provide VSP with notice of any employee who has had a "qualifying event", within 31 days of the qualifying event. A "qualifying event" means any of the following events that, but for the election of continuation coverage provided thereunder, would result in a loss of coverage under the group benefit plan to a qualified beneficiary:
. The death of the covered employee,
' The termination or reduction of hours of the covered employee's employment, except that termination for gross misconduct does not constitute a qualifoing event.
' The divorce or legal separation of the covered employee from the covered employee's spouse. . The loss of dependent status by a dependent enrolled in the group benefit plan. ' With respect to a dependent only, the covered employee's eligibility for coverage under Title XVlll of the United States Social Security Act (Medicare),
Within 14 days of receipt of the foregoing notice of a qualiffing event from Group, VSP will send to the qualified beneficiary's last known address, as provided by Group, the necessary benefits information, premium information, enrollment forms, and inshuctions to allow the qualified beneficiary to formally elect continuation coverage.

2. Group agrees to notiff qualified beneficiaries currently receiving continuation coverage, whose continuation coverage will terminate under one group benefit plan prior to the end of the period the qualified beneficiary would have remained covered under Ca|-COBM, as specified in Health and Safety Code Section 1366.27 , a minimum of 30 days prior to the termination, of the qualified beneficiary's ability to continue coverage under a new group benefit plan for the balance of the period the qualified beneficiary would have remained covered under the prior group benefit plan. Group agrees to provide qualified beneficiaries subject to this paragraph with the necessary benefits information, premium information, enrollment forms, and instructions to allow the qualified beneficiary to continue coverage. This information shall be sent to the qualified beneficiary's last known address, as provided by the plan currently providing continuation coverage to the qualified beneficiary.
32 EXHIBIT C
NOTE: The City of Lodi is now using the online insunnce program PINS Advantage. Once you have been awarded a contractyou will receive an email from the Cily's online insurance prognm rcquesting you to forwatd the email to your i n s u ran c e p rov i de (s) to s u b m it the req u i red i n s u ra nc e doc u m e ntatio n e tectro n ic a I ly Ins urance Req uircments for Profess ional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by ihe Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): lnsurance Services Office Form CG O0 01 covering CGL on an "occurrence" basis, including prylu9ts and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. lf a general aggregate limit applies, either the general aggregate li;it ;hall apply separately to this projecUlocation (lSO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non- owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workets' Compensation: as required by the State of California, with Statutory Limits, and Employe/s Liability lnsurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors and Omissions) lnsurance appropriate to the Consultant's profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. May be waived by Risk Manager depending on the scope of services.

Other lnsurance Provisions :

Additional Named lnsured Status
The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. deneral lialility coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG2026, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used
(b) Primary and Non-Contributory lnsurance Endorsement
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractot's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, orvolunteers shall be excess of the Contractois insurance and shall not contribute with it.
(c) Waiver of Subrooation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Coniractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the glLLQELgDLmust be shown along with (a) and (b) and (c) above'. 221West Pine Street, Lodi, California,9524Q; (2) The insurance certificate must state, on its face or as an endorsement, a description of the oroiect that it is insuring.
(d) Severabilitv of lnterest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Chanqe in Coveraoe Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reducllon in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (a)
Pagellof2pages Risk: rev. 31112018
(0
(g)
Continuitv of Coveraqe
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. lf Contractofs insurance lapses or is discontinued for any reason, Contrlctor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage proviOeO to tne City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 8',l0 et seq.).

Failure to Complv
lf Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums witrin thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reim'bursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediateiy cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from th6 site or facilities.

Verifi cation of Coveraqe
Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before wok commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specificationl, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date.
(h)
(i) Self-lnsured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shail provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

U) Insuance Limits
The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (l) Claims Made Policies
lf any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. lnsurance must be maintained and evidence of insurance must be provided for at least nve 1S1 years after completion of the contract of work.

3. lf coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
(m) Qualifiedlnsurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of Galifornia which are rated at least "A-, Vl" by the AM Best Ratings Guide, and which are acceptable to the City. Non-admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.

Page 2 ends

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL APPROVING

RENEWAL AND AMENDMENT TO PLAN DOCUMENTS FOR
VSP VISION CARE; AND FURTHER AUTHORIZING THE

CITY MANAGER TO EXECUTE THE AGREEMENT
========================================================================

WHEREAS, the City of Lodi utilizes VSP Vision Care for vision benefits for City employee and their dependents.

NOW THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve the renewal of the Agreement with VSP Vision Care; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the enhancement to the vision benefits to allow new frames every twelve months instead of every twenty-four months and to increase the frames allowance from $120 to $200; and

BE IT FURTHER RESOLVED that the City Council does hereby authorize the City Manager to execute the agreement with VSP Vision Care on behalf of the City of Lodi; and

BE IT FURTHER RESOLVED that the term of the Agreement shall be effective January 1, 2023 through December 31, 2023, and in the event no termination notice has been given by either party, and a new agreement has not been negotiated, the contract shall automatically renew for successive one- year terms on each anniversary of the commenc ement date of this agreement; and

BE IT FURTHER RESOLVED , pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Date: June 21, 2023
========================================================================

I hereby certify that Resolution No. 2023-____ was passed and adopted by the Lodi City Council in a regular meeting held June 21, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-16

COUNCIL COMMUNICAT ION
APPROVED: _________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\TRAFFIC\CCValeraNoParkingStop.doc 6/7/2023 AGENDA TITLE: Adopt Resolution Amending Traffic Resolution No. 97-148 by Approving No Parking on both sides of Halton Way and along the East Side of Valera Avenue between Lebaron Boulevard and Halton Way, Approving One-Way Stop Control on Halton Way at Valera Avenue
M
EETING DATE: June 21, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt Resolution Amending Traffic Resolution No. 97-148 by Approving No Parking on both sides of Halton Way and along the east side of Valera Avenue between Lebaron Boulevard and Halton Way, approving one-way stop control on Halton Way at Valera Avenue.

B
ACKGROUND INFORMATION: Public Works staff received a resident request from the Reynolds Ranch Subdivision regarding the congested parking situation on Valera Avenue, south of Lebaron Boulevard and the intersection of Valera Avenue at Halton Way.

O
akmont of Lodi (Oakmont), located at the northwest corner of Reynolds Ranch Parkway and Lebaron Boulevard, is a senior facility providing independent living, assisted living and memory care. Revel Lodi (Revel), located at the southwest corner of Reynolds Ranch Parkway and Lebaron Boulevard, is a senior independent living facility. Rubicon of Reynolds Ranch (Rubicon), located immediately south of Revel Lodi, is a multi-family apartment complex (See Exhibit A). Valera Avenue, between Lebaron Boulevard and Halton Way are public streets with reverse frontage (the houses back up to a street) and have a street width of 30 feet from curb to curb. Valera Avenue south of Halton Way is a privately owned and maintained roadway with reverse frontage and the roadway width varies between 27 and 38 feet from curb to curb.

D
ue to fluctuating staffing levels at the Oakmont and Revel facilities and limited on-site parking, there is at various times of the day, a high demand for on-street parking for the employees. Staff conducted field observations and vehicles were parked on both sides of Valera Avenue and Halton Way. To best utilize the available street width for travel lanes and on-street parking while considering the parking demand and safety, staff recommends to restrict parking on both sides of Halton Way and only the east side of Valera Avenue between Lebaron Boulevard and Halton Way.

T
he resident request also expressed a traffic concern at the Valera Avenue and Halton Way intersection.

Revel and Rubicon have a shared main driveway on Reynolds Ranch Parkway with right-in and right-out only access. Additionally, there are a total of three access gates along Valera Avenue for these two facilities – two are exit only south of Halton Way and one is entrance/exit north of Halton Way. In order for residents of these facilities to travel northbound on Reynolds Ranch Parkway, they will generally exit at the gated driveways along Valera Avenue and head to northbound Reynolds Ranch Parkway via Lebaron Boulevard.

Adopt Resolution Amending Traffic Resolution No. 97-148 by Approving No Parking on both sides of Halton Way and along the East Side of Valera Avenue between Lebaron Boulevard and Halton Way, Approving One-Way Stop Control on Halton Way at Valera Avenue June 21, 2023

Page 2 ends

\\cvcfilv02\pubwks$\WP\TRAFFIC\CCValeraNoParkingStop.doc 6/7/2023

Sight visibility evaluations were conducted to assess potential sight visibility restrictions on Halton Way at Valera Avenue resulting from both the curvature of Valera Avenue, and the parked vehicles south of Halton Way. The evaluation concluded that vehicles typically parked 20 to 40 feet south of the curb return and there was no sight visibility issue observed. In addition, there have been no collisions at the Halton Way/Valera Avenue intersection since the subdivision, Rubicon of Reynolds Ranch and Revel Lodi were constructed in late 2017 to early 2018. To discourage vehicles from parking within 40 feet of this intersection, staff will contact the property owner to install 40-foot no parking on the west side of the privately owned Valera Avenue south of Halton Way to preserve the sight visibility at the intersection.

In general, one-way stop controlled intersection requirements apply to T-intersections where the side street intersects with the through street. In this case, Halton Way is the side street intersecting with Valera Avenue as a partial through street that connects to the Lebaron Boulevard, Revel and Rubicon gated driveways. Considering the employee on street parking demand associated with the Oakmont, Revel and Rubicon facilities, and the curvature of Valera Avenue, staff recommends one-way stop control on Halton Way to ensure drivers stop for on-coming traffic prior to proceeding forward onto Valera Avenue.

Staff recommends amending Traffic Resolution No. 97-148, by approving no parking along both sides of Halton Way and the east side of Valera Avenue between Lebaron Boulevard and Halton Way, approving one-way stop control on Halton Way at Valera Avenue.

FISCAL IMPACT: Minimal Fiscal Impacts

FUNDING AVAILABLE: Street Maintenance – Special Department Materials (3215031): $1,000 signage and pavement markings installation cost

______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________
Charles E. Swimley, Jr.

Public Works Director

Prepared by Dorothy Kam, Senior Traffic Engineer
CES/DK/tm
Attachment

cc: Deputy Public Works Director/City Engineer
Senior Civil Engineer, Nathan
Engineering Technician, Mangrich
Utility Manager
Police Chief
Isabella Dr.

Olym
pic Av
Lebaron Blvd.

Cavalier Wy
Stockton St.

Brooks St
Seneca Wy
Garnet Ln
Am
arone Dr
Valera Ave.

Source: Esri, Maxar, Earthstar Geographics, and the GIS User Community µ

VALERA AVENUE AND

HALTON WAY INTERSECTION
Rubicon Apartments
Oakmont of Lodi
Revel Lodi
Reynolds Ranch Subdivision
Halton
Way
Exhibit A
Legend
Gated Driveway Locations
Privately Owned and Maintained Roadway
RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AMENDING TRAFFIC
RESOLUTION NO. 97-148 BY APPROVING NO PARKING ON BOTH SIDES

OF HALTON WAY AND ALONG THE EAST SIDE OF VALERA AVENUE

BETWEEN LEBARON BOULEVARD AND HALTON WAY, AND APPROVING

ONE-WAY STOP CONTROL ON HALTON WAY AT VALERA AVENUE
========================================================================

WHEREAS, Public Works staff received a resident request from the Reynolds Ranch Subdivision regarding the congested parking situation on Valera Avenue, south of Lebaron Boulevard and the intersection of Valera Avenue at Halton Way; and

WHEREAS, sight visibility evaluations were conducted to assess potential sight visibility restrictions on Halton Way at Valera Avenue resulting from both the curvature of Valera Avenue and the parked vehicles south of Halton Way; and

WHEREAS, staff recommends amending Traffic Resolution No. 97-148 by approving no parking along both sides of Halton Way and the east side o f Valera Avenue between Lebaron Boulevard and Halton Way, and approving one- way stop control on Halton Way at Valera Avenue.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby amend Traffic Resolution No. 97- 148 by approving no parking along both sides of Halton Way and the east side of Valera Avenue between Lebaron Boulevard and Halton Way, and approving one- way stop control on Halton Way at Valera Avenue; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Res olution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: June 21, 2023
======================================================================== I hereby certify that Resolution No. 202 3-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-17

COUNCIL COMMUNICATION
APPROVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Receive Report Regarding Communication Supporting the San Joaquin Council of Governments’ Proposal for a Charging and Fueling Infrastructure Grant M
EETING DATE: June 21, 2023
P
REPARED BY: City Clerk
RE
COMMENDED ACTION: Receive report regarding communication supporting the San Joaquin Council of Governments’ proposal for a Charging and Fueling Infrastructure Grant.

BACK
GROUND INFORMATION: The City was asked by the San Joaquin Council of Governments (SJCOG) to provide a letter of support regarding SJCOG’s efforts to apply for a Charging and Fueling Infrastructure Grant for electric vehicles. Staff included information on EV charging stations within the City of Lodi, the City’s goal for sustainable transportation, and how this grant would provide essential support to continue the progress made in the region.

The l
etter was needed immediately, and due to this urgency, Mayor Hothi signed the letter of support on Thursday, June 1, 2023. A copy of the letter was forwarded to the San Joaquin Council of Governments and is attached to this report.

F
ISCAL IMPACT: Not Applicable
FUNDING AVAILABLE: Not Applicable
__________
_____________________________
Olivia Nashed
City Clerk

AGENDA ITEM C-18

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution of the Lodi City Council Declaring Pursuant to Article 8 of the Surplus Land Act (Government Code §54220-54234) that Real Property Located at 17700 North Guild Avenue, 18021 North Kennison Lane, and 219 South School Street are Exempt Surplus Property and Not Necessary for City Use, and Further Authorize the City Manager to Dispose of Exempt Surplus Land to a Contiguous Land Owner M
EETING DATE: June 21, 2023
P
REPARED BY: Economic Development Manager
RE
COMMENDED ACTION: Adopt resolution of the Lodi City Council declaring pursuant to Article 8 of the Surplus Land Act (Government Code §54220-54234) that real property located at 17700 North Guild Avenue, 18021 North Kennison Lane and 219 South School Street are exempt surplus property, are not necessary for City use, and further authorize the City Manager to dispose of exempt surplus land to a contiguous land owner.

B
ACKGROUND INFORMATION: The Surplus Lands Act (“SLA”) set forth in Government Code sections §54220-54234 requires local agencies, prior to disposing of surplus property, to offer to sell or lease that property to certain entities for specified uses, including affordable housing, parks and recreation, and school uses. Before a local agency takes any action to dispose of property, it must declare the property to be either surplus land or exempt surplus land.

On November 17, 2021, the City Council approved Resolution 2021-313 which declared these properties as surplus and not necessary for City use. This resolution was the first step of the state mandated process to dispose of surplus property owned by the City of Lodi. This first step was followed by additional state- mandated steps including a 60 day Notice of Availability to the required entities noted above and a 90-day period of negotiation at which time an interested entity could enter into negotiations with the City.

B
y examining the “Guide to Exemptions from the Standard Surplus Land Act Process,” published in July 2022 by the California Department of Housing and Community Development, it has since been determined these properties could have been declared exempt from the Surplus Lands Act if the surplus land meets specific requirements. The requirements are: 1) the surplus land is less than 5,000 square feet, or less than 10,000 square feet and has no record access; 2) the surplus land is not contiguous to land owned by a state or local agency that is used for open space or low-and moderate-income housing; and 3) the surplus land is being sold to the owner of a contiguous landowner.

Adopt Resolution of the Lodi City Council Declaring Pursuant to Article 8 of the Surplus Land Act (Government Code §54220-54234) that Real Property Located at 17700 North Guild Avenue, 18021 North Kennison Lane, and 219 South School Street are Exempt Surplus Property and Not Necessary for City Use, and Further Authorize the City Manager to Dispose of Exempt Surplus Land to a Contiguous Land Owner June 21, 2023

Page 2 ends

Specifically, the following key facts for the purpose of further specifying how each of the properties qualify as “exempt surplus land” under Government Code section §54221(f)(1)(B) are:

a. The real property located at 17700 North Guild Avenue Lodi, San Joaquin County 3,484.8 square feet in area; and
b. The real property located at 18021 North Kennison Lane Lodi, San Joaquin County is 6,969.6 square feet in area and has no record access; and
c. The real property located at 219 South School Street, Lodi, San Joaquin County is 1,742.4 square feet in area

City staff has examined the properties’ size and recorded access. In addition, contiguous property owners have expressed interest in purchasing each of the three properties as identified above.

City staff consulted with Public Lands staff at the California Department of Community Development (DCH) relative to the properties meeting the exempt criteria under government Code Section §54221(f)(1)(B). DCH staff agrees the properties meet the relevant exempt criteria.

A copy of the Resolution 2021-313 and attachments comprised of written findings (Exhibits A, B, and C) which had originally declared these properties as surplus land pursuant to Article 8 of the Surplus Land Act is attached. Exhibit D describing a recorded access associated with 18021 North Kennison Lane which ceased to exist following the City’s abandonment of a former wellsite on the parcel is also attached. The property located at 2630 South Stockton Street although included in Resolution 2021-313, is not included in the resolution to declare 17700 North Guild Avenue, 18021 North Kennison Lane, and 219 South School Street exempt surplus land.

STRATEGIC PRIORITY ADDRESSED: 2. F. Economic Development/Repurposing Existing Assets

FISCAL IMPACT: This resolution has no fiscal impact.

FUNDING AVAILABLE: Not applicable

_______________________________________
Astrida Trupovnieks
Economic Development Manager

Attachments- Exhibits A, B, and C-Resolution 2021-313, Legal Descriptions, Maps and Written Review/Comments Attachment D- Written findings, associated with status of recorded access located at 18021 N. Kennison Lane

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL DECLARING PURSUANT TO ARTICLE 8 OF THE SURPLUS LAND ACT (GOVERNMENT CODE §54220- 54234), THAT REAL PROPERTY LOCATED AT 17700 NORTH GUILD AVENUE, 18021 NORTH KENNISON LANE, AND 219 SOUTH SCHOOL

STREET ARE EXEMPT SURPLUS PROPERTY AND NOT NECESSARY FOR CITY USE; AND FURTHER AUTHORIZING THE CITY MANAGER TO

DISPOSE OF EXEMPT SURPLUS LAND TO A CONTIGUOUS OWNER
========================================================================

WHEREAS, the City of Lodi (“City”) is the owner in fee simple of certain real property located at 17700 North Guild Avenue, 18021 North Kennison Lane, and 219 South School Street, Lodi, San Joaquin County (collectively “the Propert ies”) and more particularly described in Exhibits A, B, C, and D attached hereto and made a part hereof; and

WHEREAS, under the Surplus Land Act (SLA), Government Code Sections § 54220- 54234 (“Act”), surplus land owned in fee simple by the City must be declared either surplus land or exempt surplus land as supported by written findings, before a local agency may take any action to dispose of it consistent with statutory requirements, the Surplus Land Guidelines, and a local agency’s policies or procedures; and

WHEREAS, the Properties were declared surplus by the Lodi City Council by approving Resolution No. 2021-313 on November 17, 2021; and

WHEREAS, the California Department of Housing and Community Development published the “Guide to Exemptions from the Standard Surplus Land Act Process ” in July 2022 clarifying four main categories of exemptions from the Surplus Land Act; and

WHEREAS, the real property located at 17700 North Guild Avenue qualifies as “exempt surplus land” pursuant to Government Code section § 54221(f)(1)(B) because the property is (i) less than 5,000 square feet ; (ii) not contiguous to land owned by a state or local agency that is used for open space or low -and moderate-income housing; and (iii) the City intends to sell the Property to an owner of contiguous land; and

WHEREAS, the real property located at 18021 North Kennison Lane qualifies as “exempt surplus land” pursuant to Government Code section §54221(f)(1)(B) because the property is (i) less than 10,000 square feet and has no record access; (ii) not contiguous to land owned by a state or local agency that is used for open space or low -and moderate- income housing; and (iii) the City intends to sell the Property to an owner of contiguous land; and

WHEREAS, the real property located at 219 South School Street qualifies as “exem pt surplus land” pursuant to Government Code section § 54221(f)(1)(B) because the property is (i) less than 5,000 square feet; (ii) not contiguous to land owned by a state or local agency that is used for open space or low -and moderate-income housing; and ( iii) the City intends to sell the Property to an owner of contiguous land; and

WHEREAS, owners of contiguous land for the Propert ies have come forward to express their intent to purchase the Property.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby find that the above recitals are true and correct and are a substantive part of this Resolution; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby declare pursuant to Article 8 of the Surplus Land Act (Government Code § 54220-54234), that real property located at 17700 North Guild Avenue, 18021 North Kennison Lane, and 219 South School Street are “exempt surplus land” pursuant to Government Code section §54221(f)(1)(B) and not necessary for city use; and

BE IT FURTHER RESO LVED that the Lodi City Council does hereby authorize the City Manager to dispose of exempt surplus land to an owner of contiguous property.

Dated: June 21, 2023
=======================================================================

I hereby certi fy th at Resolution No. 2023-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-_____

AGENDA ITEM C-19

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Gallagher Benefit Services, to Complete a Citywide Total Compensation Study (Not to Exceed $147,350)
M
EETING DATE: June 21, 2023
P
REPARED BY: Human Resources Manager
RE
COMMENDED ACTION: Adopt resolution authorizing the City Manager to execute a Professional Services Agreement with Gallagher Benefit Services, to complete a citywide total compensation study (not to exceed $147,350).

B
ACKGROUND INFORMATION: It has been more than twenty years since t he City of Lodi completed a citywide total compensation study. In this highly competitive labor market, the city wishes to review our to tal compensation with our comparator agencies in order to attract and retain qualified employees.

T
he City issued a Request for Proposals (RFP) for compensation study services in January of 2023. A qualified committee consisting of City staff and one outside labor representative selected Gallagher Benefit Services (previously known as Koff & Associates) as the most qualified out of the five responses received. The review consisted of analysis of the RFP, interviews with the top scoring firms and direct consultation of references.

Gallagher Benefit Services has over 38 years of experience assisting cities, counties, special districts and other public agencies with their human resource needs, including compensation studies and is best positioned to provide the highest quality compensation study services . In 2021, Koff & Associates merged with Gallagher Benefit Services, Inc., a global insurance and Human Resources consulting firm.

I
t is anticipated that this project will take at least six months to complete. The s cope of the project will include the study of defined benchmarked job classifications. City staff will coordinate with Gallagher Benefit Services to identify the surveyed elements in the study, including but not limited to salary, retirement, healthcare/insurance, leave, and deferred compensation contributions . Gallagher Benefit Services staff will provide an analysis on internal equity and make recommendations to City staff.

U
pon conclusion of the study, r epresentatives from Gallagher Benefit Services and Human Resour ces will present the findings, analysis and recommendations to City Council and conduct employee group meetings.

T
he study is being conducted for informational purposes. There is no requirement or guarantee that any action will be taken by the City to modify employee compensation as a result of the study. The City of Lodi does not

have any policy that requires action based on the results of the study. Implementation of any recommendations will be at the sole discretion of City Council.

City labor negotiators discussed the concept of conducting a citywide compensation study during the most recent labor negotiations with the various bargaining units. There was no agreement with any labor group that required a study be conducted and neither the City Council or staff is obligated to conduct a study or to approve this contract. The Lodi City Mid Manager’s Association (LCMMA) requested, and the City agreed, to include the following language in their Memorandum of Understanding (effective January 1, 2023 through December 31, 2025):

The City will make every attempt to complete a city-wide salary survey before the end of the next contract (December 31, 2025). Due to the specialized nature of certain positions within Lodi and comparable agencies, both LCMMA and the City acknowledge it may not be possible to find comparable job classifications at other agencies or at enough agencies with comparable job classifications to provide relevant comparison data. In any survey, the City shall strive to compare enough internal positions to benchmark those unique positions internally while considering limited external information. Results of the study are for information purposes only and the City is not required to take any action based on the results. [Emphasis added.}

The proposed contract takes into considerations the challenges identified in the LCMMA MOU and Gallagher Benefit Services is well positioned to perform the work.

STRATEGIC PRIORITY ADDRESSED: Parks and Public Safety Priorities. Providing competitive wages to attract and retain qualified talent in order to reach and maintain full staffing.

FISCAL IMPACT: The cost of the total compensation study is not to exceed $147,350

FUNDING AVAILABLE: It is recommended that Council approve the funding in the budget from FY 2022 -23 and authorize the carryover of any remaining project budget from FY 2022-23 to 2023-24.

_________________________________
Adele Post
Human Resources Manager

_________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1

PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on 2023, by and
between the clrY oF LoDl, a municipal corporation (hereinafter "clry"), and Gallagher Benefit Services, lnc. (hereinafter "CONTRACTOR").

Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference.

CITY wishes to enter into an agreement with CONTRACTOR for preparation of city-wide total compensation study (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY.

ARTICLE 2

SCOPE OF SERVICES
Section 2.1 Scope of Seruices
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A.

Section 2.2 Time For Gommencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as othenruise designated in the Scope of Services.

CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services.

CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. coNTRACToR shall t
remain in contact with reviewing agencies and make all efforts to review and return all comments.

Section 2.3 Meetinqs
CONTRACTOR shall attend meetings as may be set forth in the Scope of Services.

Section 2.4 Staffinq
CONTRACTOR acknowledges that Clry has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement perso4nel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change.

CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemniff, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement.

Section2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or seruices covered by this Agreement.

Section 2.6 Term
The term of this Agreement commences on , 2oz3 and terminates upon the completion of the Scope of Services or on June 30,2024, whichever occurs first. 2 ARTICLE 3

COMPENSATION
Section3.l Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference.
coNTRAcroR shall not undertake any work beyond the scope of this Agreement unless such additionalwork is approved in advance and in writing by CITY.

Section 3.2 Method of Pavment
CONTRACTOR 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. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal.

Section 3.3 Gosts
The Fee Proposal shall include all reimbursable costs required forthe 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 in advanced and in writing, by CITY.

Section 3.4 Auditinq
CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit.

CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement.

CONTRACTOR 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 material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement.

CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement.
3 ARTIGLE 4

MISCELLANEOUS PROVISIONS
Section4.l Nondiscrimination
ln performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law.

Section 4.2 ADA Gompliance
ln performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA.

Section 4.3 lndemnification and Responsibilitv for Damaqe CONTRACTOR to the fullest extent permitted by law, shall indemniff and hold harmless Clry, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers.

CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. lf CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein.

CONTRACTOR's liability to the CITY and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, ShAII bE IiMitCd tO $2 M|IIiON. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN

THIS AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY SPECIAL,

INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES 4 SUSTAINED OR INCURRED IN CONNECTION WTH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.

Section 4.4 No Personal Liabilitv
Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement.

Section 4.5 Responsibilitv of GITY
CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Seruices prior to final acceptance by ClTy, except as expressly provided herein.

Section 4.6 lnsurance Requirements for GONTRAGTOR
CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference.

Section 4.7 Successors and Assiqns
CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal rgpresentatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of ClTY.

Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows:

To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn:

To CONTRACTOR Koff & Associates, a division of
Gallagher Benefit Services, lnc.
2835 Seventh Street
Berkeley, CA94710
Attn:Georg S. Krammer, Managing Director
5 Section 4.9 Cooperation of GITY
CITY shallcooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services.

Section 4.10 CONTRAGTOR is Not an Emplovee of ClTy
CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of ClTy and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof.

Section 4.11 Termination
clrY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents orwork in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by coNTRAcroR with third parties in reliance upon this Agreement.

Section 4.12 Confidentialitv
CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the Catifornia Public Records Act.

Section 4'13 ADolicable Law. Jurisdiction. Severabilitv. and Aftornev,s Fees This Agreement shall be governed by the laws of the State of California.

Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. lf any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. ln the event any dispute 6 between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevailas determined by the San Joaquin County Superior Court.

Section 4.14 Gitv Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder.

Section 4.15 Gaptions
The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder.

Section 4.16 lnteqration and Modification
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties.

Section 4.17 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 the attached exhibits, the terms of this Agreement shall prevail.

Section 4.18 Severabilitv
The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of clrY. Upon clw's prior written request, coNTRAcroR shall allow clry to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10)calendardays.clrY agrees to indemniff, defend and hold coNTRAcroR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Notwithstanding the foregoing, CITY shall own allfinaldeliverables provided to CITY by CONTRACTOR as part of the services provided under this Agreement, provided however, CONTRACTOR shall retain sole and exclusive ownership of all right, title, and interest in, and to, its intellectual property and derivatives thereof which no data or Confidential lnformation of the CITY was used to create and which was developed entirely using CONTRACTOR's own resources, including any and all pre-existing or independently developed know-how, methods, processes and other materials prepared by CONTRACTOR. To the extent CONTRACTOR's intellectual property is necessary for the CITY to use the deliverables provided under this Agreement, CONTRACTOR grants to CITY a non-exclusive, royalty-free license to CONTRACTOR's intellectual property solely for CITY's use of such deliverables.

Section 4.20 Authoritv
The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

Section 4.21 Federal TransitFundinq Conditions
n lf the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. ln the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control.

Section 4.22 Gounterparts and Electronic Siqnatures
This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and allof which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the lnternet), by electronic mail in "portable document format" (".pdf') or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature.
il
I
lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written.

ATTEST: CITY OF LODI, a municipal corporation

OLIVIA NASHED
City Clerk
APPROVED AS TO FORM:

JANICE D. MAGDICH, CityAttorney
By:

STEPHEN SCHWABAUER
City Manager
GALLAGHER BENEFIT SERVICES, INC.

By:

Name: Georg S. Krammer
Title: ManagingDirector
Attachments:

Exhibit A - Scope of Services
ExhibitB-FeeProposal
Exhibit G - lnsurance Requirements
Exhibit D - Federal Transit Funding Conditions (if applicable) Funding Source:
(Business Unit & Account No.)
Doc lD:

CA:Rev.04.2022.LT
9 Exhibit A
Exhibit B
Koff & Associates
A Gallagher Company
Jonuory 31,2023
Compensotion Study
Proposol
City of Lodi

KOFF & ASSOCIATES, A GATLAGHER COMPANY
GEORG S. KRAMMER
Managing Director, Compensation and Rewards Consulting
2835 Seventh Street
Berkeley, CA94710
www. KoffAssociates. co m
georg_krammer@aj g. com
Tel: 510.558.5633
Fax: 510.652.5633
IKI 'Koff & Asscciates
I-luman Resources ald fiecruiting since 1984
January 3L,2023
Ms. Adele Post
HR Manager
221W. Pine St.

Lodi, CA 95240
Dear Ms. Post:

Thank you for the opportunity to respond to your Request for Proposals for a Total Compensation Studv for the Citv of Lodi ("City"). We are most interested in assisting the City with this important study and feel that we are uniquely qualified to provide value to your organization based on our experience working with other cities, counties, special districts, joint-powers associations.

Koff & Associates, now a Gallagher company, is an experienced Human Resources and Recruitment Services firm providing human resources services to cities, counties, special districts, courts, educational institutions, and other public agencies for 39 years. The firm has achieved a reputation for working successfully with management, employees, and governing bodies. We believe in a high level of dialogue and input from study stakeholders and our proposal speaks to that level of effort. Our firm's extra effort has resulted in close to 700% implementotion of all our classification and compensation studies.

Koff & Associates ensures that each of our projects is given the appropriate resources and attention, resulting in a high level of quality control, excellent communication between clients and our office, commitment to meeting timelines and budgets, and a consistently high-caliber work product.

As a Managing Director of Koff & Associates, Katie Kaneko would assume the role of Project Director and be responsible for the successful completion of project. We can be reached at our Berkeley address and the phone number listed on the cover page. Katie's email is [email protected] and my email is [email protected].

This proposal will remain valid for at least 90 days from the date of submittal. Please call if you have any questions or wish additional information. We look forward to the opportunity to provide professional services to the City of Lodi.

Sincerely,
Georg S. Krammer
Managing Director, Compensation and Rewards Consulting
2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates,com ]K
Iolol Compensolion Study Proposol
Clty of todi

TABLE OF CONTENIS
Firm Quolificotions
Teom Member Quolificotions
References
Executive Summory, Approoch, Methodology
Time Requirements
Cost Proposol
Controctuo I Considerotions
Signoture Poge
2 1t
r3
23 24
26 2835 Seventh Street, Berkeley, California 947t0 | 510.658.5533 | www.KoffAssociates.com Tolol Compensolion Study Proposcl
City of todl
FIRM QUAI.'FICAT'ONS
Koff & Associates ('K&A'l is a full-spectrum, public-sector human resources and recruitment services firm that was founded in 1984 by Gail Koff; K&A has been assisting cities, counties, special districts, other public agencies, and non-profit organizations with their human resources needs for 39 years.

As of April 30,202L, we are in the process of merging with Arthur J. Gallagher and are now officially a Gallagher Division. Our headquarters are in Berkeley, CA, and we have satellite offices in Southern California, the Central Valley, the Sacramento Region, and the Western Region.

We are familiar with the various public sector organizational structures, agency missions, operational and budgetary requirements, and staffing expectations. We have extensive experience working in both union and non-union environments (including service as the management representative in meet & confer and negotiation meetings), working with City Councils, County Commissions, Boards of Directors, Boards of Supervisors, Boards of Trustees, Merit Boards, and Joint PowerAuthorities.

The firm's areas of focus are classification and compensation studies (approximately TOYo of our workload); executive search and staff recruitments; organizational development/assessment studies; performance management and incentive compensation programs; development of strategic management tools; policy/procedure development and employee handbooks; training and development; public agency consolidations and separations; Human Resources audits; and serving as off-site Human Resources Director for smaller public agencies that need the expertise of a Human Resources Director but do not need a full-time, on-site professional.

Without exception, all of our compensation studies have successfully met all of our intended commitments; communications were successful with employees, supervisors, management, and union representatives; and we were able to assist each agency in successfully implementing our recommendations. All studies were brought to completion within stipulated time limits and proposed budgets.

Our long list of clients (please see https://koffassociates.com/our-clients/) is indicative of our firm's reputation as being a quality organization that can be relied on for producing comprehensive, sound, and cost-effective recommendations and solutions. K&A has a reputation for being "hands on" with the ability and expertise to implement its ideas and recommendations through completion in both union and non- union environments.

K&A relies on ourstellar reputation and the recommendations and referrals of past clients to attract new clients. Our work speaks for itself and our primary goal is to provide professional and technical consulting assistance with integrity, honesty and a commitment to excellence. We are very proud of the fact that in working with hundreds of public agency clients and completing hundreds of classification and/or compensation and other types of studies, we have only had a handful of formal appeals in our entire history.
1 2835 Seventh Street, Berkeley, California 947LA | 510.658.5633 | www.KoffAssociates.com K
Totol Compensolion Study Proposol
City of lodi
GeorgKrammer - KatieKan€ko
Menaging Dlractorr
Debbie Owen - Kari Msrcsr
Miks Harary - Maggis Williams-Dalgarl
Proj.ct llanag.r
Frank Rojas
R.cruitm.nt Manager
Alyssa Thompson
Lindsay Christopher
Sanior Consultantg
Joshua Boudreaux
Racrultmant Sup!ryl30r
Eileen King
Mrrk.tlng Coordlnalor
John Logsdon
S.nlor Prcporal D.v.lop.r
Sarah Williams
Lynda Guena
Lenissa Dumlao
Elise Johnson
Suppon Splciallsli
RGrulting Coordlnatqrl
CarloZabala
Chelsea Fr€ernan
Racruhsrs
Embsr Plumm6r
Tasid DeWft
Lisa Gardner
Monica Gafiison-Reusch
Sarah Nunes
Cindy Harary
Consullilts
Kolly Barns
Arlene Gibbs
Arielo Rodriguez
Frances Trant
JaKeitha Gipson
Sandra Bulalini
Janna Dinkelspiel
Harriet Jobn
Ed Hsi
Rsnate Tiner
Associate Consullantt
Kalhy Crotty
Erac Swidler
Fr€€nita Wlliams
Suppon A$btanli
Our team consists of 37 employees as shown below in our organizational chart No subcontractors will be assigned to this study.

TE AM ME MBER QUAI.'F'CAI'ONS
All members of our team have worked on multiple comprehensive total compensation studies and are well acquainted with the wide array of public sector organizational structures, compensation structures, classification plans, as well as the challenges and issues that arise when conducting studies such as this one for the City.

KEY PERSONNEL
Our project team will be led by Co-Project Directors Katie Kaneko (Managing Director) and Kari Mercer (Project Manager). They will coordinate all of K&A's efforts, attend all meetings with the City, and be responsible for all work products and deliverables.

CONSUTTANTS
Lindsay Christopher (Senior HR Associate), Monica Garrison-Reusch (Senior HR Associate), Arlene Gibbs (Senior Associate), Sarah Nunes (Senior HR Associate), Janna Dinkelspiel (Associate), Edi His (Associate), Kelly Barns (Senior HR Associate), Cindy Harary (Senior HR Associate) and Renate Tiner (HR Associate)will conduct, compensation data collection and analysis, internaljob analysis, develop recommendations and implementation strategies.

WORKTOAD
We currently have a team of 27 HR consultants and five administrative support staff - resources that we are able to pool base on each project's needs, to execute projects and to meet clients' needs and expectations. Each time we are selected as the successful bidder on a project, we strategize to determine project timelines, deliverable deadlines, and the resources that are required to produce the deliverables as promised. We are poised to accommodate the City's compensation study and plan to devote the necessary resources for the successful execution of the project. 2 2835 Seventh Street, Berkeley, California 947IO I 510.658.5633 | www.KoffAssociates.com Totol Compensolion Study Proposol
City of todi
Following are biographies of the specific staff who will be assigned to this study:

Catherine "Katie" Kaneko, C.P.A., P.H.R.

Managing Director, Compensation and Rewards Consulting
Katie is one of the two principals of Koff & Associates. She brings more than 25 years of management- level human resources and consulting experience to K&A. She has extensive experience in classification analysis and evaluation techniques, compensation, performance incentive programs, recruitment, and organizational studies.

Armed with her Bachelor of Business Administration degree, and as a CPA (Certified Public Accountant), Katie began her career in an international accounting/consulting firm. She transitioned into Human Resources within the firm to become the Human Resources Director of the San Francisco office. She next moved into the high-tech industry where she served in leadership positions for high-growth companies, startup firms, and organizations in transition. Katie then moved to the public sector, joining K&A in 2003 and has been the firm's President since 2005; over the last 15 years, she has overseen hundreds of compensation, classification, organizational and other studies for cities, counties, and special districts throughout California.

Agencies for whom classification and/or compensation studies, or HR Services (such as organizational assessments, executive performance evaluations, succession planning studies, etc.) were led by Katie, as Project Director, during the last few years, include, but are not limited to, the following:
a Cities and/or Towns: Alba ny, Belmont, Benicia, Calistoga, Carmel, Coachella, Crescent City, Cupertino, Danville, Dinuba, East Palo Alto, Fairfield, Galt, Hayward, Hillsborough, Los Altos, Los Gatos, Madera, Manteca, Merced, Monterey, Moraga, Morgan Hill, Mt. Shasta, Newman, Novato, Pacific Grove, Pacifica, Palo Alto, Paradise, Piedmont, Redwood City, Rohnert Park, Sacramento, San Bruno, San Pablo, San Ramon, Santa Cruz, Santa Rosa, Seaside, Sonora, Tracy, Tulare
r Counties: Butte, El Dorado, Humboldt, Mendocino, Merced, Placer, San Joaquin, San Mateo, Sonoma, Tuolumne, Yuba
o Courts: Superior Court of the County of Alameda, Superior Court of San Joaquin County o Education: First Five Contra Costa, First Five Santa Clara, Hartnell College, Salinas Union High School District, Southwestern Community College District, Travis Unified School District o State: California State Compensation lnsurance Fund; California State Auditor's Office o Other: Municipal Pooling Authority, Public Agency Risk Sharing Authority of California o Special Districts:
o Open Space Districts: Midpeninsula Regional Open Space District, Santa Clara Valley Open Space Authority, Sonoma County Agricultural Preserve and Open Space District. o Park and Recreation Districts: Livermore Area Recreation and Park District, Mendocino Coast Recreation & Park District,
o Air Quality: Bay Area Air Quality Management District o Community Services District: Cosumnes Community Services District, Discovery Bay Community Services District, Groveland Community Services District, Rancho Murieta Community Services District, Town of Discovery Bay CSD
o FireandPoliceProtection: Central FireDistrictofSantaCruzCounty,EastContraCostaFire Protection District
o Housing/Economic Development: Oakland HousingAuthority 3 2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates.com T
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o Public Utilities: Northern California Power Agency
o Retirement: Contra Costa County Employees' Retirement Association, Retirement Office of' City of San Jos6 o Solid Waste: Alameda County Waste Management Authority, Humboldt Waste Management Authority, Monterey Regional Waste Management District, Salinas Valley Solid Waste Authority
o Transportation: Alameda Contra Costa Transit District, San Francisco County Transportation Authority, Solano Transportation Authority
o Wastewater: Castro Valley Sanitary District, Central Contra Costa Sanitary District, Dublin San Ramon Services District, East Palo Alto Sanitary District, Encina Wastewater Authority, Fairfield Suisun Sewer District, Las Gallinas Sanitary District, Monterey Regional Water Pollution Control Agency, Mt. View Sanitary District, Vallejo Flood and Wastewater District, West Valley Sanitation District
o Water: Alameda County Water District, Coastside County Water District, lndian Wells Valley Water District, North Coast County Water District, Santa Clara Valley Water District, Valley County Water District, ZoneT Water Agency
Katie will be key personnel and serve as the Co-Project Director for this project; she will coordinate all of K&A's efforts, will attend all meetings with the City, and will be responsible for all work products and deliverables.

Kari Mercer, SPHR
Project Manager
Kari's professional qualifications include over 13 years of experience in the Human Resources field, including work in classification and compensation, employee relations, and recruitment and examination.

Her experience includes both private and public sector Human Resources work for the County of Madera, County of Fresno, and Macy's. She gained experience in classification and compensation, labor relations, MOU administration, policy development and administration, recruitment and examination, and general human resources ad ministration.

As a Human Resources Consultant for another private human resources consulting firm she specialized in conducting classification and compensation studies for multiple public sector agencies, such as: Cities of Anaheim, Concord, Palmdale, Redding; Counties of Lake, Madera, Monterey, and Sacramento; and special districts such as: California Joint Powers Risk Management Authority, East Bay Regional Park District, Elk Grove Water District, San Diego Association of Governments, San Francisco Municipal Transportation Agency, and Ventura RegionalSanitation District. Additionally, Kari has consulted for out-of-state clients in Maryland, New Mexico, and Texas.

Since joining Koff & Associates, Kari has worked on a wide variety of classification and compensation projects for the following agencies:
r Cities/Towns: Anaheim, Arroyo Grande, Atascadero, Belmont, Hayward, Madera, Manteca, Merced, Milpitas, Oakland, Perris, Pleasant Hill, Redwood City, San Pablo, Santa Clara, Saratoga, Seal Beach, Seaside, Tracy, Vallejo
r Counties: El Dorado, Fresno, Humboldt, Merced, Monterey, Orange, San Joaquin o Special Districts: Coachella Valley Public Cemetery District, Cosumnes Community Services District, First 5 of Alameda County, Foothill-DeAnza Community College District, Housing Authority of the City of Santa Barbara, Housing Authority of the County of San 4 2835 Seventh Street, Berkeley, California 94710 | 51-0.658.5633 | www.KoffAssociates.com :

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Bernardino, Livermore Area Recreation and Park District, Mendocino Coast Recreation and Park District, Port of Oakland, Orange County Fire Authority, Santa Clara County Housing Authority, Superior Court of California-Kern County, Sweetwater Authority, Travis Unified School District, Truckee Sanitary District, West Valley Mission Community College District, Valley County Water District
She earned her B.S. degree in Business Administration with an emphasis on Human Resources Management at California State University, Fresno and is a certified Senior Professional in Human Resources (SPHR). Kari serves as a Personnel Commissioner for the City of Clovis and is a member of Central California SH RM.

Kari will provide managerial project support throughout this effort, including classification analysis, interviews with employees and management, compensation data collection and analysis, internal job analysis, development of recommendations, and implementation strategies.

Lindsay Christopher
Senior H.R. Associate
Lindsay's professional qualifications include ten years of experience working in the public sector, mostly with Alameda County. ln her role as Human Resources Analyst, she was responsible for classification and compensation projects, as well as recruitment and selection, in a Civil Service, merit-based, environment.

Mostly recently, she continued to focus on classification and compensation projects at East Bay Regional Park District.

Since joining K&A, Lindsay has worked on studies for the following:
r Cities: Gardena, Hemet, Milpitas, Tracy, Corona, Seattle (Library), Napa o Counties: Humboldt
r Special Districts: Contra Costa County Employees' Retirement Association, Greater LA County Vector Control District, Orange County Sanitation District, Purissima Hills Water District, Marin Municipal Water District, Housing Authority of the City of Santa Barbara, Tri-City Mental Health Authority, Victor Valley College, Buena Park Library District, East Bay Regional Park District, Tualatin Hills Park and Recreation District, Valley Water, San Luis and Delta Mendota Water Authority
A Bay Area native, Lindsay earned her B.A. degree in Sociology with a concentration in Criminology from San Jose State University.

Lindsay will provide Senior H.R. Associate support throughout this effort, including classification analysis, interviews with employees and management, compensation data collection and analysis, internal job analysis, development of recommendations, and implementation strategies.

Monica Garrison-Reusch, 8.A., M.B.A.

Senior H.R. Associate
Monica has over 15 years of human resource program experience, all of which have been spent serving as either a team consultant or project manager on projects working with public sector agencies. Monica's primary professional focus over the last several years has been on classification and compensation practices.
5 2835 Seventh Street, Berkeley, California 947L0 | 510.653.5633 | www.KoffAssociates.com I
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Prior to joining K&A, Monica performed classification and compensation consulting services as either a team member or project manager on varied projects including large scale studies done for the Counties of Madera, Sacramento, Bernalillo (in New Mexico), and the California State Department of Personnel Administration. Monica also developed and served as a Co-Trainer for a two-day course on Classification and Compensation.

Monica's depth of experience allows her to provide a broad range of human resources services to public agencies. She specializes in compensation projects focusing on both base salary and total compensation analysis studies. Monica has also worked on project teams conducting classification studies and organizational analysis, including performing the full range of classification analysis and conducting in- depth survey and analysis of organizational structures and past organizational practices.

Since joining K&A, Monica has worked on studies for the following clients:
o Cities: Cotati, Crescent City, Pleasant Hill, Sacramento, Vallejo r Counties: El Dorado, Mendocino, Monterey, Trinity
. 9!A!g: California State Auditor's Office
. Special Districts: AC Transit, Cosumnes Community Services District, East Bay Municipal Utility District, Eastern Municipal Water District, El Dorado County Transit Authority, First 5 Contra Costa County, First 5 Santa Clara County, Hayward Area Recreation and Park District, Livermore Amador Valley Transit Authority, Mendocino Coast Rec and Park District, Mojave Water Agency, Nonh Tahoe Public Utility District, Orange County Transportation Authority, State Water Contractors, Trabuco Canyon Water District She earned an MBA with an emphasis in Marketing at Golden Gate University and a Bachelor of Science in Business Administration from the University of Southern California.

Monica will provide Senior H.R. Associate support for this project, including interviews with employees and management, compensation data collection and analysis, internal job analysis, development of recommendations, and implementation strategies.

Arlene Marks Gibbs, BS, MPA, SPHR, IPMA-CP
Senior Associate
Arlene Gibbs possesses overthirty years of Human Resources management experience including spending over twenty years in the public sector working for both large and small education, municipal and special district organizations in California.

Her public sector experience includes serving as the Chief Human Resources Officer for San Diego State University which is the largest California State University campus with over 6,700 faculty and staff. While at San Diego State, Arlene led the HR Directors Committee for the 23 campus system of HR service delivery. Her experience also includes senior and executive HR management roles with several small and large public agencies including the City of San Jose, the City of Tustin as well as air and water/wastewater special districts.

Arlene's experience includes all facets of Human Resources, Employee & Labor Relations. She is an experienced labor contract negotiator having negotiated many public sector labor agreements while serving as the Chief Spokesperson/Labor Negotiator. ln addition, her experience includes managing recruitment and selection processes for all types of public sector positions, handling employee benefits functions, responding to labor and employee relations issues, coordinating classification and 6 2835 Seventh Street, Berkeley, California 947I0 | 510.658.5633 | www.KoffAssociates.com I
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compensation studies, complying with labor laws, conducting personnel investigations, and managing a wide variety of general human resources functions.

Arlene holds a Masters' Degree in Public Administration from California State University Northridge and a Bachelor of Science Degree in Business Administration with an emphasis in Labor Relations from California State University Long Beach. She also is certified as an IPMA-CP and as a Senior Professional in Human Resources (SPHR).

Arlene has also led and participated in local, regional as well as statewide efforts in small and large agencies with the League of California Cities, IPMA as well as serving as a resource for City, County, State and Local Boards, Councils, Committees and Commissions.

Some of the K&A classification and compensation projects Arlene has worked on include but are not limited to:
r Cities/Counties/Towns: County of Butte, City of Bellflower, City of Concord, City of Cupertino, Humboldt County, City of Los Altos, Town of Los Altos Hills, and the City of Pinole.
r Special Districts: Dublin San Ramon Services District, Garfield County Public Library District (CO), Coachella Valley Water District, Foothill De Anza Community College District, and the Los Angeles County Development Authority.

Sarah Nunes, M.A.

H.R. Associate
Sarah's professional qualifications include over 19 years of public sector experience with the Human ResourcesDepartmentoftheCityofSanJos6. StartingattheanalystlevelandeventuallyrisingtoDivision Manager, she gained experience in recruitment and selection, classification and compensation, and general human resources administration.

Since joining Koff & Associates in 2OL7, Sarah has worked on Classification and Compensation studies for the following agencies:
o Cities/Towns: Antioch, Calistoga, Campbell, Concord, Laguna Beach, Los Gatos, Milpitas, Monte Sereno, Newport Beach, Palo Alto, Perris, Piedmont, Rio Dell, San Diego, San Mateo, Santa Cruz, Saratoga
o Special Districts: Central Fire Protection District of Santa Cruz, Housing Authority of the County of Alameda, Local Agency Formation Commissions of Santa Clara and Sonoma County, Metropolitan Transportation Commission, Napa Sanitation District, Ojai Valley Sanitary District, Orange County Fire Authority, San Francisco Bay Area Water Emergency Transportation Authority ("WETA"), Santa Clara Valley Open Space Authority, Santa Clara Valley Water District, West Valley Sanitation District Sarah earned her B.A. degree in Anthropology from Beloit College, in Wisconsin, and was awarded her M.A. in Anthropology from California State University, in Chico.

Sarah will provide H.R. Associate support for this project, including interviews with employees and management, compensation data collection and analysis, internal job analysis, development of recommendations, and implementation strategies.

Kelly Barns
Associate
7 2835 Seventh Street, Berkeley, California 947I0 | 510.658.5633 | www.KoffAssociates.com I
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Kelly Barns has over 17 years of experience in a variety of leadership and technical public-sector human resources and risk management roles, from analyst to, Risk Manager to, Assistant Director and Director of Human Resources in municipal government. While a well-rounded practitioner and generalist with experience in talent acquisition, labor relations, classification and compensation, policy and contract development, performance management, employee engagement, Leaves and ADA administration and management, training and development, workplace investigations, health and safety, workers' compensation, employee benefits, liability administration and management, and general Human Resources and Risk Management administration. Kelly joined Koff & Associates in March 2022.

Kelly has a degree in Business Administration and Management, is a Human Resources Certified Professional through lnternational Public Management Association of Human Resources (IPMA-CP) and has a Senior Professional Human Resources Certificate (SPHR).

Kelly will provide Human Resources Associate support throughout each project role, primarily consist of project and technical support in, classification analysis, interviews with employees and management, compensation data collection and analysis, internaljob analysis, and development of recommendations.

Kelly has a passion for engaging, collaborating with, and supporting clients, strengthening employee relations and community partnerships.

Janna Dinkelspiel
Associate
Janna Dinkelspielcame to Koff & Associates in August 2022with over L5 years'experience in private and public sector human resources. Most recently Janna was a Senior Employee Relations Analyst in a municipality where she gained well rounded experience in recruitment and retention, employee relations, labor relations, policy development, performance management, training and development and classification and compensation. Janna was the City's subject matter expert for classification and compensation while conducting and implementing three large-scale compensation studies forthe City, as well as assisting the executive team with creation of a compensation policy.

Janna has a degree in Business Administration from the University of Washington and holds a Senior Professional Human Resources Certificate from HRCI.

Edward Hsi
Associate
Edward Hsi has over 5 years of public-sector human resources experience with over 4 years in classification and compensation. His experience includes public sector work for California Public Utilities Commission and Glendale Community College. Edward joined Koff and Associates in November 2022.

Priorto joining Koffand Associates in2022 he worked as a Classification and Compensation Analystfor Glendale Community College including taking part in managing, coordinating and participating in its District-wide classification study.

Edward earned his B.A. degree in Psychology at the University of California, Riverside and his M.S. degree in lndustrial/Organizational Psychology at San Jose State University. 8 2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates.com I
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Cindy Harary, B.A.

Senior H.R. Associate
Cindy's professional qualifications include over 32 years of experience in the Human Resources field, primarily in classification and compensation. She spent the first 11 years in the public sector working for the City of Whittier, California, where she started out in their Public Works Department before moving to the Human Resources Department. She gained experience in classification and compensation, recruitment and selection, employee training and development, labor relations, and general human resources ad ministration.

For the next 16 years, Cindy worked as a Human Resources Consultant for a consulting firm where she specialized in conducting classification and compensation studies for multiple public sector agencies including cities, counties, and special districts as well as several private sector clients. Some of the Orange County Cities she worked on in partnership with other consultants at that firm were: Cities of Brea, Laguna Beach, Lake Forest, La Palma, Los Alamitos, Placentia, San Clemente, Stanton and Tustin. ln Los Angeles County, her work includes: Cities of Corona, Downey, El Monte, Manhattan Beach, and Upland. Finally, in San Bernardino County she has worked on the City of Rancho Cucamonga.

Since joining K&A in 20L5, Cindy has worked on Classification and/or Compensation studies for:
o Cities/Towns: Anaheim, Big Bear Lake, Campbell, Carmel, Corona, Danville, Davis, lndian Wells, Laguna Niguel, Los Altos, Manteca, Menifee, Murrieta, National City, San Diego, Santa Ana, Santa Barbara, Seal Beach, Tracy, Yucca Valley o Counties: Orange
o Education: Compton College
r Special Districts: Alameda Housing Authority, Altadena Library District, Bay Area Water Supply and Conservation Agency, Cosumnes Community Services District, Eastern Municipal Water District, Encina Wastewater Authority, Housing Authority of Alameda County, Housing Authority County of San Bernardino, Housing Authority for the County of Santa Barbara, Humboldt Waste Management Authority, lnland Empire Utilities Agency, Monte Vista Water District, North Coast County Water District, Orange County Fire Authority, Orange County Mosquito & Vector Control District, Oro Loma Sanitary District, Port of Hueneme, Rincon del Diablo Municipal Water District, Riverside County Transportation Commission, Santa Clarita Valley Water Agency, South Coast Air Quality Management District, Sweetwater Authority, Trabuco Canyon Water District, Vallecitos Water District, Water Replenishment District of Southern California, Western Municipal Water District
Cindy earned her B.A. degree in Broadcast Journalism at California State University, Long Beach.

Cindy will provide H.R. Associate support throughout this effort, including classification analysis, interviews with employees and management, compensation data collection and analysis, internal job analysis, development of recommendations, and implementation strategies.

Renate Tiner, B.Sc.

H.R. Associate
Renate's professional qualifications include five years of both non-profit and private sector Human Resources experience. Starting in Human Resources administration and rising into Human Resources management, she gained experience in full-cycle recruitment, orientation and on-boarding, Health and 9 2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates.com I
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Safety, Worker's Compensation, licensing and accreditation, policy development, and general Human Resou rces ad ministration.

Since joining Koff & Associates in 2077, Renate has worked on Classification and Compensation Studies for the following agencies:
r Cities: Bellflower, Concord, Cupertino, El Monte, Hillsborough, Los Altos, Mt. Shasta, Piedmont, Rohnert Park, San Diego, Sausalito, West Sacramento r Special Districts: Alameda County Transportation Commission, Bay Area Water Supply and Conservation Agency, Eastern Municipal Water District, Dublin-San Ramon Services District, Foothill-De Anza Community College District, Groveland Community Services District, Los Angeles County Employees Retirement Association, Metropolitan Transportation Commission, Midpeninsula Regional Open Space District, Port of Long Beach, Riverside Community College District, and San Joaquin County Superior Court Renate earned her B.Sc. degree in Psychologyfrom the University of Northern British Columbia, in Prince George BC, Canada. She was a Canadian Human Resource Professional(CHRP)Candidate before moving to the United States.

She will provide H.R. Associate support throughout this effort, including classification analysis, interviews with employees and management, compensation data collection and analysis, internal job analysis, development of recommendations, and implementation strategies. 10 I
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Agency & Projeci Conlqct
City of Belmont (population: 27,L401
Total Compensation Study, completed 2019.

Ms. Corazon "Cora" Dino
Human Resources Director
(6s0) 637-2988
One Twin Pines Lane
Belmont, CA 94002
cdino@belmont,sov
City of Campbell (populationt 4I,5441
Total Comp Study (Police), completed 2021,
Classification Study, completed 2016.

FLSA class study, completed 2015.

Classification and Compensation Studies, completed in 2008, 2013 Management Compensation Study, completed 2009.

Ms. Salina Flores
Acting Human Resources Manager
(408) 866-270s
70 N. First St.

Campbell, CA 95008
salinaf @campbel lca.gov
City of Concord (population: L29,7831
Total Compensation Study, completed 2019 and 2021, another study underway in2023.

Total Compensation Study, completed 2016.

Ongoing classification and compensation work since 2016.

Ms. Jasmin Loi
Director of Human Resources
(92s) 571-3310
1950 Parkside Drive, MS/30
Concord, CA 94519
J asm in. loi @citvofcon cord. o rg
City of Cotati (population: 7,455)
Compensation Study City-wide, completed 2021,
Compensation Study (Maintenance & Police), completed 2017 Compensation Study, completed 2016,
Mr. Damien dBid
City Manager
(707166s-362L
201 West Sierra Ave.

Cotati, CA 94931
[email protected]
City of Cupertino (population: 60,643)
Organization Study, Com pleted 2020.

Total Compensation Study, Completed 2019
Total Compensation Study, completed 2016
Ms. Kristina Alfaro
Director of Administrative Services
(4081777-7608
10300 Torre Avenue
Cupertino, CA 95014
[email protected]
City of East Palo Alto (population: 29,593)
Classification and Compensation Study, completed 2020.

Sandra Floyd
Human Resources Manager
(949) s00-0436
Second Floor, 24L5 University Ave.,
East Palo Alto, CA 94303
[email protected]
City of Gilroy (population: 55,069)
Ongoing compensation projects since 2016.

Total Compensation Study, completed 2019.

Total Compensation Study, completed 2015.

Ms. LeeAnn McPhillips
H uman Resou rces Director/Risk Manager
(408) 846-0205 direct
7351 Rosanna St.

Gilroy, CA 95020
Leeann. mcohil [email protected]

REFERENCES
2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates.com 11 Toiol Compensotion Study Proposol
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City of Hayward (population: 160,500)
Organ izational assessment, com pleted in 2022.

Total Compensation Study for Local 21, completed 2020.

Total Compensation Study for SEIU, completed 2019.

Total Compensation Study for Hayward Association of Management Employees IHAME] Group, completed 2018.

Kakshi Master
Human Resources Analyst ll
(s10)s834831
777 BSt.,
Hayward, CA 94541
Ka kshi. Master@ havward-ca.sov
City of Los Altos (population: 30,561)
Total Compensation Study (unrepresented classifications), completed 2018. Commenced 2021Total Compensation Study for City Manager.

Compensation Study, Police Department, completed 2017.

Ms. Jennifer leal
Human Resources Manager
(916) 614-3206
1021 Harvard Wy
El Dorado, CA95762
[email protected]
Note: Ms. Leol is no longerwith City of Los Altos but
is now serving os Humon Resource Monoger ot El
Dorodo Hills Community Services District where she
can provide o reference.

City of Morgan Hill (population: 45,037)
Classification and Compensation Study, completed 2019 (approx. 93 classifications).

Total Compensation, completed 2017.

Ms. Christina Turner
City Manager
(4081776-7382
17575 Peak Ave
Morgan Hill, CA 95037
christina.turner@moreanhil l.ca.gov
City of Newman (population: 11,000+)
Classification and Compensation Study currently underway, 2023.

Total Compensation Study (23 classes), completed 2018.

Mr. Lewis Humphries
Finance Director
(209l,862-372s
938 Fresno St., 2nd Floor
Newman, CA 95360
[email protected]
City of Pleasant Hill (population: 34,987)
Ongoing Classification and Compensation studies since 2015.

Total Compensation Study (11 benchmarks, 15 comparators), completed 2019.

Organizational Study, completed 2015.

Ms. Ericka Mitchell
Human Resources Manager
(92s], 67t-s277
100 Gregory Lane
Pleasant Hill, CA 94523
[email protected]
City of Redwood City (population: 86,685)
Conducted several classification studies, ongoing since 2021.

Compensation Study, 24 Executive Classes, completed 2018.

Classification Study, 24 classifications, completed 2018.

Classification Study, completed 2017.

Miscellaneous Classification Studies, since 2016.

Ms. Michelle Katsuyoshi
Human Resources Director
(6s0) 780-7288
1017 Middlefield Road
Redwood City, CA 94063
m katsuvosh i @ redwoodcitv.org
Note: Ms. Kotsuyoshi wos a reference for
K&A when she was ot the City of Morgan
Hill. She is now ot the City ol Redwood City.

City of Sacramento (population: 501,901)
M u lti ple Classification a nd Com pensation stud ies, 2OO9 - 2017 Ms. Christen Snyder
Administrative Analyst
(916) 808-3148
95I"1" St., First Floor
Sacramento, CA 95814
csnvder@citvofsacra mento. org
12 2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates,com -
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EXECUTIYF SUMMARY, APPRO ACH, METHODOLOGY
The City desires human resources assistance to conduct a City-Wide Total Compensation Study. The City is seeking a review and recommendation to updates of the current compensastion plan. The City is seeking a review and recommendations for appropriate changes to the public sector comparator agencies that reflect a more appropriate comparison or criteria for competitive recruitement and retention purposes. The study will also include benefits.

The City currently employs approximately 400 full-time regular employees in approximately 207 full-time job classifications, assigned to the following departments: City Attorney (Risk), City Clerk, City Manager, Community Development, Electric Utlity, Fire Department, Library, Police Department, Parks, Recreation and Cultural Services, Public Works, and lnternal Services.

The goal of the study will be to review the City's compensation structure for the studied classifications and to conduct a compensation market survey using a set of appropriate comparator agencies. The identification of comparator agencies, benchmark classifications, and benefits to be collected (if total compensation is desired) is an iterative process that includes allstakeholders. We have found this open discussion philosophy to be critical to our success for organizational buy-in. Once the external data development is completed, we will make specific recommendations for internal equity for non- benchmarked classifications and classifications without a large enough market sampling.

The compensation study will contain specific recommendations regarding the integration of all study classifications into the City's compensation structure, with the goal of developing a clearly designed, internally equitable format that is flexible for career opportunity and future growth. Our study will make recommendations regarding a salary structure that takes the City's compensation preferences into consideration as well as the appropriate placement of each classification on the City's salary schedule.

The study includes a significant number of meetings with the Study Project Team, Human Resources, employees, union representation, and the City Council, as desired. We have expertise in labor/management relations and understand the importance of active participation by all stakeholders to ensure a successful outcome. The meetings and "stakeholder touch-points" that we recommend ensure understanding ofthe project parameters, enhance accurate intake and output of information, and create a collaborative and interactive approach resulting in greater buy-in for study recommendations. This interactive approach has resulted in almost L00% implementation success of K&A's studies.

The majority of our clients are unionized and our larger city and county clients typically have multiple unions. Due to the multitude of stakeholder groups who are affected by any compensation study K&A conducts, our team understands the importance of accurate and validated data that withstands any scrutiny, effective and ongoing communication throughout each effort, and collaboration with the various stakeholder groups to ensure organizational buy-in to our findings and recommendations. We have developed a unique methodology of stakeholder "touchpoints" and collaboration that has made us highly successful and effective and has earned our team respect, agreement, and understanding from all stakeholders. ln addition, we adjust and customize our methodology based on each individual client's unique needs and circumstances.

We also recognize that both the City and union representatives have obligations to employees and members to ensure that any study is conducted in a fair and equitable manner. Our project work plans are designed for transparency and we strongly encourage dialog with all stakeholders on study 2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | www.KoffAssociates.com 13 K
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deliverables so they in turn can express their concerns; we all have a shared goal of ensuring the process followed is fair and equitable.

This intense and comprehensive stakeholder engagement and our transparent study processes are also a mechanism of quality control. The fact that our information, data, and recommendations have to be able to withstand utmost scrutiny by diverse stakeholders require an in-depth multi-step quality control process for deliverables. This involves K&A team member validation of classification analyses and compensation data, K&A Project Manager review of all classification and compensation analyses, recommendations and deliverables, and finally K&A Principal (Project Director) review of deliverables before submittalto the client.

Study Objectives
Compensation Objectives:
comparator agencies, benchmark classifications, and benefits to be collected prior to beginning the compensation portion of the study;
agencies and to ensure that the information is analyzed in a manner that is clear and comprehensible to the Study Project Team, Human Resources, management, employees, union representation, and the City Council;
successful work performance, and other factors for survey classes, according to generally accepted compensation practices;
recommendations that will assist the City in recruiting, motivating, and retaining competent staff;
addressing pay equity issues, and create a market adjustment implementation strategy supporting the City's goals, objectives, and budget considerations; alignment and/or different benefit offerings as indicated by the analysis and best practices;
and methodology, analyticaltools, findings, and recommended compensation structure; ranges in a comprehensive salary range plan; and
to determine appropriate salary ranges, methods for logical progression of movement within the salary scale for each classification, and other practices, so that our recommendations can be implemented and maintained in a competent and fair manner.

Overall Objectives:
procedures, class descriptions, organizational charts, memoranda of understanding, MI
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personnel policies, wage and salary schedules, and related information so that our recommendations can be operationally incorporated with a minimum of disruption; and other stakeholders to discuss any specific concerns with respect to the development of compensation recommendations; finalize study plans and timetables; conduct orientation sessions with management, union leadership, and staff in order to educate and explain the scope of the study and describe what are and are not reasonable study expectations and goals;
same time maintaining control and objectivity in the conduct of the study; non-discriminatory, and that easily accommodates organizational change, growth, and operational needs;
Resources and other staff, as appropriate, in compensation analysis methodologies so that the City can integrate, maintain, administer, and defend any recommended changes after the initial implementation; and
continued support after implementation.

Melhodology / Work Plqn / Deliverqbles
Given these parameters, our approach is as follows:

TOTAL COMPENSATION STUDY
Deliverable A: Meetings with Study Project Team and Management Staff and Initial Documentation Review
During the initial meeting with the Study Project Team, we will discuss the compensation study factors that need to be agreed upon. This task includes identifying the City's Study Project Team (Human Resources, management, employee representation, etc.), contract administrator, and reporting relationships. Our team will conduct an orientation and briefing session with the Study Project Team to explain process and methodology; create the specific work plan and work schedule; identify subsequent tasks to be accomplished; reaffirm the primary objectives and specific end products; determine deadline dates for satisfactory completion of the overall assignment; determine who will be responsible for coordinating/scheduling communications with employees, managers, and other stakeholders; and develop a timetable for conducting the same.
lncluded in this task will be the gathering of written documentation, identifying current incumbents, and assembling current class descriptions, organizational charts, salary schedules, budgets, employment contracts, personnel policies, previous compensation studies, and any other relevant documentation to gain a general understanding of City operations.

City terminology and methods of current compensation procedures will be reviewed and agreed to. We will discuss methodology, agree to formats for compensation results, identify/confirm appropriate comparator agencies, benchmark classifications and benefits to be surveyed for compensation survey purposes. We will respond to any questions that may arise from the various stakeholders. 15 -
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Deliverable B. list of Comparator Agencies, Benchmark Classifications, and Benefits to be Collected During the initial meeting with the Study Project Team, we will discuss and agree to the compensation study factors. We will identify/confirm appropriate, logical and defensible comparator agencies that will be included in the external market survey, which will be the foundation for ensuring that theCity's salaries for the studied classifications are competitively aligned with the external labor market. We will also identify/confirm those classifications that will be surveyed in the market (i.e., benchmark classifications), with the intention of internally aligning the remaining classifications with those that were surveyed.

Finally, we will determine the list of benefits that the City wants to include in the total compensation data gathering process.

1. Determination of Comparator Agencies
Thedeterminationofcomparatoragenciesisacriticalstepinthestudyprocess. PertheRFP,the City has a current pre-defined list of comparator agencies that we will survey. These include Chico, Clovis, Davis, Fairfield, Merced, Manteca, Modesto, Redding, Roseville, Stockton, Tracy, Turlock, Vacaville, Visalia, and Woodland. The RFP states that the City is interested in additional consultant recommendations regarding comparator agencies; we typically use the following factors to identify appropriate comparators and would receive approval before proceeding with the total compensation study.

Our recommended methodology is that we involve management, Human Resources, employee representation, and the City Council, in the decision-making process of selecting which comparable agencies are included, PRIOR to beginning the study. Our experience has shown that this is the most successful approach. The factors that we typically review when selecting and recommending appropriate comparator agencies include:
services and employ some staff having similar duties and responsibilities, the role of each organization is somewhat unique, particularly in regard to its relationship to the citizens it serves and level of service expectation. During this iterative process, the City's current/ previous list of comparators, if any, and the advantages/disadvantages of including them or others would be discussed.

These elements provide guidelines in relation to resources required (staff and funding) and available for the provision of services.
the same level of citizen expectation is ideal for comparators, as long as the majority of services are provided in a similar manner, sufficient data should be available for analysis.

When reviewing this factor, the City's unique services would be evaluated in order to ensure that the majority of comparators provide the same services. This ensures that each comparator yields a sufficient number of matches for the City's jobs. for the same pool of qualified employees, because large portions of the workforce don't live in the communities they serve, are accustomed to lengthy commutes, and are more likely to considerchangingjobsinalargergeographicareathaninthepast. Therefore,thegeographic labor market area (where the City may be recruiting from or losing employees to) is taken into consideration when selecting potential comparator organizations. As part of this analysis, we 16 n
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will determine whether the City has identified agencies that it competes with for qualified talenU those agencies are taken into consideration for purposes of our analysis. lt is important to understand and consider the City's competitive landscape and include agencies in the study to whom the City loses talent.
biggest factors in determining Iabor markets. We review overall cost-of-living of various geographic areas, median house prices, and median household incomes to determine the appropriateness of various potential comparator agencies.

We typically recommend using 10-L2 comparator agencies for all survey benchmarks in order to achieve statisticalsignificance but are flexible and can easily use a different approach based on the City's preferences. Our cost proposal provides two options: one assuming we will survey up to 12 comparators and one assuming we will survey up to 15 comparators (which is the number provided in the RFP).

2. Determination of Benchmark Classifications
ln the same collaborative manner as described in Step 1 above, we will work with the City's stakeholders to select those classifications that will be surveyed. "Benchmark classes" are ordinarily chosen to reflect a broad spectrum of class levels. ln addition, those that are selected normally include classes that are most likely to be found in other similar agencies, and therefore provide a sufficient valid data sample for analysis. Internal relationships will be determined between the benchmarked and non-benchmarked classifications and internal equity alignments will be made for salary recommendation purposes.

Due to the fact that the labor market typically yields reliable data, we recommend using approximately 55%-65% of allclassifications as benchmarks but we are happy to use a different model.

A representative group of job classifications from the following Employee Groups will be included in the compensation study:
o AFSCME General Services (Gen Serv)
. Confidential General Services (Unrepresented)
r lnternational Brotherhood of Electrical Worker (tBEW) . Lodi City Mid-Management Association (LCMMA)
r Confidential Mid-Management (Unrepresented)
o Lodi Fire Mid-Management (LFMM)
o Lodi Police Dispatchers Association (LPDA)
. Lodi Police Mid-Management Organization (LPMO)
r Lodi Professional Firefighters (LpF)
r AFSCME Maintenance and Operators (M&O)
. PoliceOfficers'Association (POAL)
We typically review the entire classification plan, including all career ladders and job families and then select certain representatives (i.e., benchmarks) for each that we take to market and survey.

It will be those classifications that we expect to be most commonly found in the comprator agencies. Not every classification will be a benchmark - as stated above, we typically survey 55%- 2835 Seventh Street, Berkeley, California 9471,0 | 510.658.5633 | www.KoffAssociates.com 17 Tolol Compensotion Siudy Proposol
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65% of all classificationsn and, in reviewing the City's list of full-time classifications, we anticipate surveying approximatley 720-L25. The non-benchmarked levels and classifications in each career ladder and job family will be internally aligned with the benchmarks.

3. Determination of Salary and Benefits Data to Be Collected ln addition to base salaries, benefit data elements for a total compensation study normally include at least the following (which are generally available to all staff in a specific job classification). Per the RFP the survey the City seeks will include but not be limited to minimum and maximum annual base salary, specialty/add pays, include but not imited to longevity pay, incentives or stipdends.

Accurals of all leaves, vacation accurals, holiday accrual, deferred compensation, employer contribution, and employee match, up to 3Yo, CaIPERS employer and employee contribution (differentiate classic vs. PEPRA membership), both employer and employee contribution to health, dental, vision, life insurance, LTD insurance, and retirement. We also typical review:
a monthly or annual basis. We normalize the salary data to reflect number of hours in the work week and/or roll-up of retirement or other benefits in base salaries. other public or private retirement contribution that is contributed by the agency and the amount of the agency's Social Security contribution.
liabilities increasing for many public agencies, we collect this information to capture the costs. the organization is obligated. We will discuss with the City whether leave days/hours should be converted to direct salary cost in dollars or represented in days/hours. * Vacation: The number of vacation days available to all employees after five years of employment.
* Holidays: The number of holidays (including floating) available to the employee on an annual basis.
n Administrative/Personal Leave: Administrative leave is normally the number of days available to management staff to compensate for the lack of payment for overtime.

Personal leave may be available to other groups of employees to augment vacation or other time off.
behalf, whether dollar amount or percentage of salary, that does not require an employee- matching contribution. We can also report employer contributions that do require an employee match and would do so as a separate report.
classification and not already specifically detailed.

Deliverable C. Data from Comparators and Preliminary Analysis of Data K&A does not collect market compensation data by merely sending out a written questionnaire. We find that such questionnaires are often delegated to the individual in the department with the least experience in the organization and given a low priority. Our experienced compensation analysts conduct all of the datacollectionandanalysistoensurevalidityofthedataandqualitycontrol. Thisapproachalsoensures 18 n
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that we compare job description to job description and not just job titles, therefore ensuring true "matches" of at least 7O%,which isthe percentage we use to determine whetherto include a comparator classification or not.

Objective factors in the whole position job analysis methodology include:

1. Decision making/judgment

2. Difficulty and complexity of work

3. Supervisory responsibilities

4. Non-supervisory responsibilities

5. Minimumqualifications

6. Workingconditions/riskfactors

7. Contacts
We typically collect classification descriptions, organization charts, salary schedules, personnel policies, budgets, master plans, operational information, MOUs, and other information via website, by telephone, or by an onsite interview. With the prior knowledge from the data gathered directly from each comparator agency and our experience in the public sector human resources field, our compensation analysts make preliminary "matches" and then schedules appointments by telephone, or sometimes in person, with knowledgeable individuals to answer specific questions. We find that information collected using these methods has a very high validity rate and allows us to substantiate the data for employees, management, and governing bodies.

Data will be entered into spreadsheet format designed for ease of interpretation and use. The information will be presented in a format that will identify the comparator positions used for each classification comparison. lnformation will be calculated based upon both average and median figures allowing the City to make informed compensation decisions. Other elements of the compensation survey report are agencies surveyed; comparable class titles; salary range maximum/control point; number of observations; and percent of the City's salary range is above/below the market values. ln addition, we will include any type of statistical representation and analysis that the City desires such as 60th, 70th, or any other percentiles per the City's compensation philosophy.

Benefits data will be displayed in an easy-to-read format. You will receive three sets of spreadsheets per classification, one with base pay, one with the benefits detail, and one with total compensation statistical data. ln addition, we are often asked to collect "other" benefits (as listed in the benefits section above), which we typically report on a separate spreadsheet.

Deliverable D. Draft Compensation Findings/Additional Analysis/Study Project Team Meetings As part of our transparent approach and communication strategy to ensure organizational buy-in to the study, we share the market survey with the organization. We first distribute our draft findings to the StudyProjectTeam. Aftertheirpreliminaryreview,K&AwillmeetwiththeStudyProjectTeamandother stakeholders (including Human Resources, management, employees, and their representatives) to clarify data, to receive requests for reanalysis of certain comparators, and to answer questions and address concerns. This provides an opportunity for the Study Project Team and other stakeholders to review and question any of our recommended benchmark comparator matches. lf questions arise, we conduct follow-up analysis to reconfirm our original analysis and/or make corrections as appropriate. 19 -
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Deliverable E. Analysis of lnternal Relationships and Alignment To determine internal equity for all studied positions, considerable attention will be given to this phase of the project. lt is necessary to develop an internal position hierarchy based on the organizational value of each classification. Again, we utilize the whole position analvsis methodolosv as described earlier.

By reviewing those factors, we will make recommendations regarding verticalsalary differentials between classes in a class series, for example, as well as across departments. This analysis will be integrated with the results of the compensation survey and the City's existing compensation plan.

The ultimate goalof this criticalstep in the process is to address any potentialinternalequity issues and concerns with the current compensation system, including compaction issues between certain classifications. We will create a sound and logical compensation structure for the various levels within each class series, so that career ladders are not only reflected in the classification system but also in the compensation system, with pay differentials between levels that allow employees to progress on a clear pathofcareergrowthanddevelopment. Careerladderswillbelookedatvertically,aswellashorizontally, to reflect the City's classification structure.

Deliverable F. Compensation Structure and lmplementation plan Depending on data developed as a result of the internal analysis, we will review and make recommenda- tions regarding internal alignment and the salary structure (set of salary ranges, salary differentials, steps within ranges, and/or alternative compensation plans) within which the classes are allocated, based upon the City's preferred compensation model. ln addition, we will develop externally competitive benefit comparisons for all classifications. We will also assist the City in developing a compensation philosophy and practices relative to the surveyed public jurisdictions, if desired. Finally, we will develop a proposed implementation plan based on the study results and recommendations.

We will conduct a competitive pay analysis using the market data gathered to assist in the determination of external pay equity and the recommendation of a new base compensation structure, if desired. We will conduct a comparative analysis to illustrate the relationships between current pay practices and the newly determined market conditions and develop solutions to address pay equity issues, analyze the financial impact of addressing pay equity issues, and create a market adjustment implementation strategy supporting City goals, objectives, and budget considerations.

Draft recommendations will be discussed with the Study Project Team and management for discussions and decisions on overall pay philosophy and the practicality of acceptance and prior to developing an lnterim Report.

Deliverable G. Final Report and Guidelines for tmplementation A draft lnterim Report of the Compensation Study) will be completed and submitted to the Study Project Team for review and comment. The report will provide detailed compensation findings, documentation, and recommendations. The report will include:
assigned pay range;
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maintaining the compensation system, as appropriate.

Once all of the City's questions/concerns are addressed and discussed, a Final Compensation Report will be created and submitted in the City's preferred format. The Final Report will incorporate any appropriate revisions identified and submitted during the review of the draft report.

Deliverable H. Formal Appeals Process
Should the City have an formal appeals process regarding the allocation of positions to salary ranges, this proposal does not cover time regarding a formal appeal process. Should our on-site participation be desired, our stated composite hourly rate will be honored. As mentioned above, however, our internal process usually addresses any ofthese issues.

Deliverable l. Final Presentation
Our proposal includes multiple meetings and weekly oraland written status/progress updates to the Study Project Team. Regarding the involvement of the City Council, etc., we recommend at least one initial meeting to confirm/identify the comparator agencies to be included in the study, one interim study session (to discuss the initialfindings of the compensation study), and one final presentation of our Final Report. Of course, we are flexible regarding having more or less interaction with the Council, based on the City's preferences.
* Expectolions of City Supporf:
ln order to conduct this study in the most timely and cost-effective manner, we ask for support in the following areas:
organizational charts, budget documents, requests for audits, past studies, etc.; provision of adequate interview space and resources;
ln terms of time commitment for City staff, we understand that the City hires an outside consultant to conduct and coordinate the entire effort. Therefore, it is our goalto reduce the time commitment of City staff as much as possible and to only request assistance in the coordination of some of the steps in the process, such as scheduling employee orientation meetings, duplicating PDQs, scheduling employee interviews/desk audits, disseminating information, and in general, being a channel of communication between our firm and employees.
* Communicolion with the City:

Our typical communication model includes at least weekly or biweekly written status updates to keep the City informed on where we are during each phase of the project. ln addition, the study includes a significant number of meetings with the Study Project Team, human resources, management, employees, employee representation, and the City Council, as desired. The meetings and "stakeholder touch-points" that we recommend ensure understanding of the project parameters, enhance accurate intake and output of information, and foster a collaborative and interactive u
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approach that will result in greater buy-in for study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of K&A's studies. * Post-lmplemenlqlion Consullqlion ond Supporl:

We are committed to providing the City with the highest-quality product and service. Providing ongoing consultation and support after study implementation is a service that is included in our professionalfees and a continued relationship-building aspect of our client relationship that we highly value.

We often find that clients will call or email with follow-up questions and to discuss certain aspects of the study, ask why decisions and recommendations were made, and other important components of the study. We consider post-implementation support as part of our customer service.

Should the City request any additional onsite meetings and/or training after implementation of the study and/or other specific, identifiable work efforts, such as position reclassification studies, creating new class descriptions, or conducting annual surveys, we would honor our composite hourly rate for actual hours spent at the City. However, from experience, we expect that most follow-up support will be conducted via telephone and email and this is absolutely included in our "Not To Exceed Fee" for this project. * Stokeholder Engogemenl:

The meetings and communications with stakeholders that we recommend ensure understanding of the project parameters, enhance accurate intake and output of information, and encourage a collaborative and interactive approach that will result in greater buy-in for study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of K&A's studies.

We believe in an interactive and collaborative process with the whole organization and in a high level of stakeholder contact and interaction to ensure organizational buy-in ofthe study throughout the entire process. Following are the major milestones at which we touch base with Human Resources, employees, managers, employee representation, and other stakeholders, as appropriate:
classifications, and benefits to be collected;
any challenges to the market comparables we identified for each classification; These steps will ensure that the study results in a product that is accepted and trusted by all levels within the organization. Beyond sound mechanics, our approach includes sufficient communication steps to ensure that the study methodology is understood and the results are regarded as expert, impartial, and fair.
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TIME REQU'REMENIS
Our professional experience is that total compensation studies of this scope and for this size organization take approximately six months to complete, allowing for adequate compensation data collection and analysis, review steps by the City, the development of final reports, any appeals, and presentations.

Therefore, the City's desire to commence the study in April 2023 and complete it no later than April 2024 is more than realistic and achievable.

The following is a suggested timeline (which can be modified based on the City's needs) Deliverobles Totql Compensolion Survey Completion by
A. Meetings with Study Project Team and Management Staff and lnitial Documentation Review Week 1
B. List of Comparator Agencies, Benchmark Classifications, and Benefits to be collected Week 3
c. Data from Comparators and Preliminary Analysis of Data Week 15 D
D raft Com pensation Findings/Add itiona I Ana lysis/Study Project Team Meetrngs Week 19
E. Analysis of lnternal Relationships and Alignment Week 22 F Compensation Structure and lmplementation Plan Week 23 G Final Report and Guidelines for lmplementation Week 24 H Formal Appeals Process * As Needed
I Final Presentation As Scheduled
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cosr PRoPosAr.

We have often found our process requires a very high level of time commitment, which sometimes results in a higher proposal cost. We believe that our methodology and implementation success rate is attributable to the significantly greater level of contact we have with employees, employee representation, management, and the governing body. The time we commit to working with the employees (sharing of compensation survey data, informal appeal process, etc.) results in significantly greater buy-in throughout the process and no formal appeals at the end ofthe study. ln fact, our firm has only had a handful of formal appeals to any of our studies in our 39 years in business.

It has been our experience that the money and time invested in stakeholder communication throughout the study are money and time saved during implementation. Numerous times our firm has been hired after an agency has gone through an unsuccessful study whose results were rejected or appealed and whose implementation was very controversial. The result was a divided organization with hostility and animosity between employees/employee representation and management. Whenever our firm was hired after such an unfortunate experience, study stakeholders were amazed at our open and all-inclusive process, our efforts to elicit equal stakeholder input, and our development of recommendations that were accepted as fair and reasonable and understood by management, employees, and the governing body.

Our success rate is also attributable to the fact that we have 38 years of experience working with employees of all types of backgrounds, educational levels, and work experiences, and we are accustomed to successfully communicating with and educating them throughout the process. lt is imperative that all employees eventually buy into the study results and recommendations, whether they have been through a process like this before or whether this is the first time for them.

Our clients always provide feedbackthat our process was professional, comprehensive, understandable, timely, and inclusive. Employees, although not necessarily always happy with our recommendations, have always indicated that we listened to their issues and concerns, were available for discussion, and able to provide documentation and data to support our recommendations. Although time consuming, we also drive the process to ensure that timelines are met and schedules are maintained.

Over the last few years K&A and all of our clients have become accustomed to conducting all of our organizational, classification, and compensation studies virtually. From the experience of the last two years, we have learned that studies can be conducted successfully by using virtual technologies and performing the work remotely. We have also learned that this represents a significant cost savings for our clients, both in terms of consultant travel time and travel expenses, as well as less disruption and reduced non-productivity for the client's workforce. We have several technological solutions that can easily facilitate the entire process (see proposal narrative above). Conducting meetings and orientations virtually means that the client's employees do not have to spend time traveling from one location to another and will not be pulled away from their workstations for lengthy periods of time. They can simply click on a link or call in from a phone to participate. This approach also represents significantly less logistical planning on part of the client in order to reserve meeting rooms and making space available for large employee groups, as well as multiple consultants coming onsite to conduct interviews within a condensed period of time. Conducting orientations and interviews virtually provides us with much more flexibility in scheduling and accommodating multiple different shifts and schedules among a large workforce.
ln addition, K&A strives to be as "green" an organization as possible and we are certainly concerned about our carbon footprint. We find that multiple trips to client sites that can sometimes involve multiple 24 2835 Seventh Street, Berkeley, California 947t0 | 510.658.5633 | www.KoffAssociates.com n
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consultants flying on planes and/or driving cars, is not as environmentally conscious as we would like to be. Considering the effectiveness of virtual meetings, especially when meetings are only one hour or one- and-a-half hours at a time, onsite travel does appear to create a larger footprint than necessary. This can especially be true for final presentations to leadership teams and governing bodies that are often less than 50, or even 30, minutes long.

For purposes of this cost proposal, we are assuming that all meetings and presentations will be conducted virtually/remotely and no onsite travel to City offices will occur. Should the City desire onsite meetings, we will be happy to provide our per diem cost for onsite meetings based on travel time and market rate travel cost at the time.

The cost proposal below includes two options depending on scope of work to provide the City with a cost comparison based on the number of classifications, number of employees, and number of comparator agencies surveyed for the compensation study. Of course, the City may select any combination thereof and we are open to negotiating another option if it better serves the City. We hope to be able to negotiate a scope of work and cost option that best serves the City's needs.

Our cost proposol does not include time to support the City during ony lobor negotiations thot may fotlow this study. lf we ore needed for this worN our composite hourly rote willopply and we will charge on a time-and-materiols basis.
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Deliver
obles Totol Compensqiion Study Option I
Houls
Oplion 2:

Hours
A. Meetings with Study Project Team and Management Staff and lnitial Documentation Review 15 15
B. List of Comparator Agencies, Benchmark Classifications, and Benefits to be Collected 20 20
c.

Data from Comparators and Preliminary Analysis of Data
Option 7: up to 720 benchmorks (opprox. 58% of 207 totalfull-time classes); 12 comparotors; ond totol compensation (salories plus benefits)
Option 2: up to 125 benchmarks (opprox. 60% of 207 full-time closses); 75 comparotors; and total compensation (solories plus benefits) 455 50s
D Draft Com pensation Find ings/Additiona I Ana lysis/Study project Team Meetings 80 105
E. Analysis of lnternal Relationships and Alignment 15 16 F Compensation Structure and lmplementation Plan 24 24
G Final Report and Guidelines for lmplementation 20 24
H. Formal Appeals Process * 0 0
Final Presentation 12 L2
Anticipoted hours for odditionol unscheduled meetings ond phone colls 20 20 Total Professional Hours - Compensation 673 842
Combined professional and clerical composite rate: $175/Hour 5tL7,77s S147,350 Expenses are included in the composite hourly rate: N/A N/A Expenses include but ore not limited to duplicating documents, binding reports, phone, supplies, postoge, etc.

TOTAL PROJECT COST NOTTO EXCEED $ttt,tts Stcz,gso*Additional consulting will be honored at composite rote (5175/hr) 2835 Seventh Street, Berkeley, California 9471.0 I 510.658.5633 | www.KoffAssociates.com Totol Compensotion Sludy Proposol
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CONIRA CT U AL CONSIDERAIIONS
We will be pleased to sign the City's professional services agreement for a Total Compensation Study. We respectfully request that the City will allow for a period of negotiation of certain terms in the professional services contract related to liability, indemnity, insurance, and other terms. We have found that we have always come to an agreement with all of our clients in the past and appreciate the City's flexibility in reviewing certain terms in a collaborative fashion between our legal counsels.

The following are terms we would like to review with the City if we are fortunate to be selected for this project:
o Gallagher is pleased to submit this proposalto the City. While this proposal is not meant to constitute a formal offer, acceptance, or contract, notwithstanding anything to the contrary contained in the proposal, Gallagher is submitting this proposal with the understanding the parties would negotiate and sign a contract containing terms and conditions that are mutually acceptable to both parties.

Professional Services Agreement - Appendix A
r Section 2.4 (PDF page 2) - This section needs modified so that no prior approval of personnel is required from the City. Gallagher will provide notice of substitutions after they occur. Gallagher can agree to a reasonable time period to provide such notice and will use good faith efforts to ensure that the City is satisfied with any replacement personnel assigned. o Section 3.4 (PDF page 3) - Gallagher can not allow access to its personnel for the purpose of auditing. o Section 4.3 (PDF page 4) - lndemnification should be limited to grossly negligent acts and omissions, breaches of the contract, intentional misconduct, or violations of law. o Section 4.3 (PDF page 4) - A limitation of liability of fees paid needs to be added to the indemnification provision.
r Section 4.L9 (PDF page 7) - We request this section make clear that the City shall own all final deliverables provided to the City by Gallagher as part of the services provided under this Agreement, provided however, Gallagher shall retain sole and exclusive ownership of all right, title, and interest in, and to, its intellectual property and derivatives thereof which no data or Confidential lnformation of the City was used to create and which was developed entirely using Gallagher's own resources, including any and all pre-existing or independently developed know-how, methods, processes and other materials prepared by Gallagher. To the extent Gallagher's intellectual property is necessary for the City to use the deliverables provided under this Agreement, Gallagher grants to Client a non- exclusive, royalty-free license to Gallagher's intellectual property solely for Client's use of such deliverables.

It is our practice to provide the coverage below in lieu of the City controct insuronce longuage. We therefore propose to replace the insurance languoge in the RFP's sample agreement with coverage longuoge provided by Gallagher as follows (we ottach our Memorondum of lnsurance for your review as well):

Insurance Requirements
lnsurance Requirements for Vendors (PDF pages L - 2) - Below are Gallagher's insurance representations based on AJG Risk Management policies. These are not changed on a client by client basis:
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o Commercial General Liability (CGL) insurance on an ISO form number CG 00 01 (or equivalent) covering claims for bodily injury, death, personal injury, or property damage occurring or arising out of the performance of this Agreement, including coverage for premises, products, and completed operations, on an occurrence basis, with limits no less than 52,000,000 per occurrence; o Workers Compensation insurance with statutory limits, as required by the state in which the work takes place, and Employer's Liability insurance with limits no less than 51,000,000 per accident for bodily injury or disease. lnsurer will be licensed to do business in the state in which the work takes place;
o Automobile Liability insurance on an ISO form number CA 00 0L covering all hired and non-owned automobiles with limit of S1,000,000 per accident for bodily injury and property damage; o Umbrella Liability insurance providing excess coverage over all limits and coverages with a limits no less than S10,000,000 per occurrence or in the aggregate; r Errors & Omissions Liability insurance, including extended reporting conditions of two (2)years with limits of no less than 55,000,000 per claim, or S10,000,000 in the aggregate; o Cyber Liability, Technology Errors & Omissions, and Network Security & Privacy Liability insurance, including extended reporting conditions of two (2)years with limits no less than S2,000,000 per claim and in the aggregate, inclusive of defense cosq and
r Crime insurance covering third-party crime and employee dishonesty with limits of no less than S1,000,000 per claim and in the aggregate.

All commercial insurance policies shall be written with insurers that have a minimum AM Best rating of no less than A-Vl, and licensed to do business in the state of operation. Any cancelled or non-renewed policy will be replaced with no coverage gap, and a Certificate of lnsurance evidencing the coverages set forth in this section shall be provided to the City upon request. 27 -
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